Shankh Mitra - Oct 30, 2025 Form 4 Insider Report for WELLTOWER INC. (WELL)

Role: CEO, Director
Signature: Matthew McQueen, Attorney in Fact For: Shankh Mitra
Stock symbol: WELL
Transactions as of: Oct 30, 2025
Transactions value $: $0
Form type: 4
Date filed: 10/31/2025, 04:03 PM
Previous filing: Oct 2, 2025
Next filing: Dec 2, 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Mitra Shankh	CEO, Director	4500 DORR STREET, TOLEDO	Matthew McQueen, Attorney in Fact For: Shankh Mitra	2025-10-31	0001698445

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	WELL	LTIP Units	Award		+2.49M			2.49M	Oct 30, 2025	Common	2.49M		Direct	F1
transaction	WELL	Other Stock Units	Award		+2.49M			2.49M	Oct 30, 2025	Common	2.49M		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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 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"). Subject to the terms and conditions of the award agreement governing the LTIP Units, the resulting OP Units may be redeemed by the reporting person for shares of common stock, par value $1.00 per share ("Common Shares") of the Issuer, in equal quarterly installments commencing on January 1, 2030 and ending on December 31, 2035.
F2	Solely in order to reserve Common Shares to satisfy any redemption 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 Welltower Inc. 2022 Amended and Restated 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 redemption of OP Units for those Common Shares and in no other manner. Upon the redemption of OP Units for Common Shares, the reporting person will relinquish all rights to the redeemed OP Units. Any Other Stock Units that may be remaining after all OP Units have been redeemed will be immediately canceled for no consideration.

Content

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 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"). Subject to the terms and conditions of the award agreement governing the LTIP Units, the resulting OP Units may be redeemed by the reporting person for shares of common stock, par value $1.00 per share ("Common Shares") of the Issuer, in equal quarterly installments commencing on January 1, 2030 and ending on December 31, 2035.

Solely in order to reserve Common Shares to satisfy any redemption 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 Welltower Inc. 2022 Amended and Restated 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 redemption of OP Units for those Common Shares and in no other manner. Upon the redemption of OP Units for Common Shares, the reporting person will relinquish all rights to the redeemed OP Units. Any Other Stock Units that may be remaining after all OP Units have been redeemed will be immediately canceled for no consideration.