Welltower (WELL) COO gains LTIP units and stock-based awards

Rhea-AI Filing Summary

Welltower Inc. reported equity award activity for Vice Chairman and COO John F. Burkart involving LTIP Units and related stock units. On February 13, 2026, 64,514 LTIP Units and 131,332 LTIP Units vested and were automatically converted into the same number of OP Units in Welltower OP LLC, with no cash paid for the vesting or conversion.

In connection with these LTIP Units, Burkart also received 195,846 Other Stock Units under the 2022 Long-Term Incentive Plan, which were deemed vested upon the LTIP vesting. These Other Stock Units serve only to allow acquisition of common shares through future exchanges of OP Units, and any remaining Other Stock Units after all OP Units are exchanged will be canceled for no consideration.

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^*

Burkart John F.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Vice Chairman and COO

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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)	02/13/2026		A	V	64,514		(1)	(1)	Common	64,514(2)	(2)	64,514	D
LTIP Units	(3)	02/13/2026		A	V	131,332		(3)	(3)	Common	131,332(4)	(4)	131,332	D
Other Stock Units	(5)	02/13/2026		A	V	195,846		(5)	(5)	Common	195,846(5)	(5)	195,846	D

Explanation of Responses:

1. This award of membership interests in Welltower OP LLC ("Welltower OP"), a subsidiary of Welltower Inc. (the "Issuer"), designated as LTIP Units ("LTIP Units"), was originally granted without cash consideration to the reporting person on February 23, 2023. LTIP Units are intended to qualify as profits interests for US federal income tax purposes and, once both (1) vested and (2) possessing a per unit capital account balance equal to a Class A Common Unit of Welltower OP (an "OP Unit"), are convertible into OP Units, which 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. The reported transaction was a vesting of 64,514 LTIP Units on February 13, 2026, which were automatically converted into the same number of OP Units. No amount was payable in connection with the vesting of the LTIP Units or the Other Stock Units or the conversion of the LTIP Units into OP Units.

3. These LTIP Units were originally granted without cash consideration to the reporting person on January 17, 2022 in the form of performance-based restricted stock units ("PSUs") of the Issuer. On January 3, 2023, at the election of the reporting person, the PSUs were converted into LTIP Units.

4. The reported transaction was a vesting of 131,332 LTIP Units on February 13, 2026, which were automatically converted into the same number of OP Units. No amount was payable in connection with the vesting of the LTIP Units or the Other Stock Units or the conversion of the LTIP Units into OP Units.

5. 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 awards of Other Stock Units under the Welltower Inc. 2022 Long-Term Incentive Plan (the "2022 Plan") that were deemed vested upon the vesting of the LTIP Units described above. The awards of Other Stock Units provide 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.

	By: Matthew G. McQueen, Attorney-in-Fact For: John Burkart	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did WELL COO John F. Burkart report on this Form 4?

John F. Burkart reported vesting-related acquisitions of LTIP Units and Other Stock Units. On February 13, 2026, LTIP Units vested and converted into OP Units, and related Other Stock Units became vested solely to support potential future exchanges into Welltower common shares.

How many LTIP Units vested for WELL’s COO in this filing?

Two tranches of LTIP Units vested for Welltower’s COO. 64,514 LTIP Units and 131,332 LTIP Units vested on February 13, 2026, and were automatically converted into the same number of OP Units, with no cash consideration involved in the vesting or conversion.

What are the 195,846 Other Stock Units reported by WELL insider John F. Burkart?

The 195,846 Other Stock Units are awards under Welltower’s 2022 Long-Term Incentive Plan. They were deemed vested when the LTIP Units vested and can only be used to acquire common shares through exchanging OP Units; any unused units will be canceled without payment.

Did John F. Burkart pay cash for the LTIP or Other Stock Unit transactions at WELL?

No cash was paid for these transactions. The LTIP Units and Other Stock Units were granted or vested without cash consideration, and the automatic conversion of LTIP Units into OP Units also required no payment, reflecting equity-based, non-cash compensation awards.

How can the LTIP Units reported by WELL’s COO ultimately turn into common shares?

Once LTIP Units are vested and meet capital account conditions, they convert into OP Units. Those OP Units may later be exchanged for Welltower common shares or equivalent cash value, while associated Other Stock Units simply reserve shares for such exchanges under the long-term plan.