Director at Welltower (NYSE: WELL) receives LTIP and Other Stock Unit awards

Rhea-AI Filing Summary

Welltower Inc. director Kathryn M. Sullivan reported equity awards, not open-market trades. She acquired 1,056 LTIP Units in Welltower OP LLC and a related award of 1,056 Other Stock Units, both granted without cash consideration as part of long-term incentive compensation.

The LTIP Units are intended to qualify as profits interests and are scheduled to vest on February 26, 2027, subject to her continued service. Once vested and after certain tax-related conditions are met, they can convert into OP Units, which may then be exchangeable for Welltower common shares or equivalent cash value.

The Other Stock Units simply reserve the ability to deliver common shares if OP Units are exchanged and cannot be used to acquire shares in any other way. Any unused Other Stock Units will be canceled for no consideration once all OP Units have been exchanged.

Insights

Equity Compensation Analyst

Routine director equity award with no cash paid and no share sale.

The disclosure shows Kathryn M. Sullivan, a director of Welltower Inc., receiving 1,056 LTIP Units and a linked award of 1,056 Other Stock Units. Both were granted at $0.0000 per unit as part of long-term incentive compensation.

The LTIP Units vest on February 26, 2027, contingent on continued service, and are structured as profits interests, which typically tie value to future performance or appreciation. Only after vesting and satisfying tax-related capital account conditions can they convert into OP Units.

Any resulting OP Units may later be exchanged for Welltower common shares or cash, while the Other Stock Units function solely to reserve shares for such exchanges and are canceled if unused. This is a non-cash, deferred, and performance-linked award, so immediate dilution and cash impact are limited.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SULLIVAN KATHRYN M

(Last) (First) (Middle)

4500 DORR STREET

(Street)

TOLEDO OH 43615

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WELLTOWER INC. [ WELL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LTIP Units	(1)	02/26/2026		A		1,056		(1)	(1)	Common	1,056	(1)	1,056	D
Other Stock Unit	(2)	02/26/2026		A		1,056		(2)	(2)	Common	1,056	(2)	1,056	D

Explanation of Responses:

1. Represents an award, granted without cash consideration, of membership interests in Welltower OP LLC ("Welltower OP"), a subsidiary of Welltower Inc. (the "Issuer"), designated as LTIP Units ("LTIP Units"), which LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The LTIP Units are scheduled to vest on February 26, 2027, subject to the reporting person's continued service on the vesting date. The LTIP Units, if and as they become vested, are convertible, conditioned upon the satisfaction of minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into Class A Common Units in Welltower OP ("OP Units"). The resulting OP Units may be exchanged by the reporting person for shares of common stock, par value $1.00 per share ("Common Shares") of the Issuer or the equivalent cash value of Common Shares, as determined by the Issuer.

2. Solely in order to reserve Common Shares to satisfy any exchange in respect of OP Units as contemplated herein that might occur in the future, the reporting person also received an award of Other Stock Units under the Amended and Restated Welltower Inc. 2022 Long-Term Incentive Plan (the "2022 Plan"). The award of Other Stock Units provides the reporting person with the ability to acquire Common Shares under the 2022 Plan only through the exchange of OP Units for those shares and in no other manner. Upon the exchange of OP Units for Common Shares, the reporting person will relinquish all rights to the exchanged OP Units. Any Other Stock Units that may be remaining after all OP Units have been exchanged will be immediately canceled for no consideration.

	Matthew McQueen Attorney-in-Fact For: Kathryn Sullivan	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Welltower (WELL) director Kathryn M. Sullivan report in this Form 4?

She reported receiving equity-based awards, not share sales. The filing shows grants of 1,056 LTIP Units and 1,056 related Other Stock Units, both at zero cash cost, as part of Welltower’s long-term incentive compensation structure for directors.

Are there any stock sales or open-market purchases in this Welltower (WELL) Form 4?

No, the Form 4 shows only grant or award acquisitions. Both transactions use code “A” for awards, at a price of $0.0000 per unit, indicating non-cash compensation rather than open-market buying or selling of Welltower common shares.

How do the LTIP Units granted to the Welltower (WELL) director work?

The LTIP Units are membership interests in Welltower OP LLC intended as profits interests. They are scheduled to vest on February 26, 2027, if service continues, and can then convert into OP Units, which may later be exchangeable for Welltower common shares or equivalent cash value.

What is the purpose of the Other Stock Units in this Welltower (WELL) filing?

The Other Stock Units reserve common shares under the 2022 Long-Term Incentive Plan. They allow the director to receive shares only when exchanging OP Units; they cannot acquire shares otherwise. Any remaining Other Stock Units after all OP Units are exchanged are canceled without consideration.

Does this Welltower (WELL) Form 4 immediately increase common shares outstanding?

The filing describes awards that may lead to future share delivery through OP Unit exchanges. LTIP Units must first vest, then convert into OP Units, and only then may those OP Units be exchanged for common shares or cash, so immediate share impact is limited.

What conditions affect vesting of the LTIP Units reported for Welltower (WELL)?

The LTIP Units are scheduled to vest on February 26, 2027, subject to the director’s continued service through that date. Conversion into OP Units also depends on minimum capital account allocations for federal income tax purposes, adding an additional technical condition before potential share exchange.