| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| McHugh Timothy | Co-President and CFO | 4500 DORR STREET, TOLEDO | Matthew McQueen, Attorney in Fact For: Timothy McHugh | 31 Oct 2025 | 0001786887 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | WELL | Common | Award | $6,949 | +61 | +0.26% | $113.93 | 23,845 | 30 May 2025 | Direct | F1, F2 |
| holding | WELL | Common Stock | 26 | 30 May 2025 | By Children | F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | WELL | LTIP Units | Award | +492,745 | 492,745 | 30 Oct 2025 | Common | 492,745 | Direct | F4 | ||||
| transaction | WELL | Other Stock Units | Award | +492,745 | 492,745 | 30 Oct 2025 | Common | 492,745 | Direct | F5 |
| Id | Content |
|---|---|
| F1 | The reporting person is voluntarily reporting the acquisition of common shares, par value $1.00 per share ("Common Shares"), of Welltower Inc. (the "Issuer") pursuant to the Welltower Inc. Employee Stock Purchase Plan ("ESPP"). This transaction was exempt under both Rule 16b-3(c) and Rule 16b-3(d). |
| F2 | In accordance with the ESPP these Common Shares were purchased based on 85% of the closing stock price on December 2, 2024, the first trading day of the offering period. |
| F3 | The reporting person disclaims beneficial ownership of the Common Shares owned by children who share the reporting person's household. This report should not be deemed an admission that the reporting person is the beneficial owner of such Common Shares for purposes of Section 16 for any other purpose. |
| F4 | Represents an award, granted without cash consideration, of membership interests in Welltower OP LLC ("Welltower OP"), a subsidiary of 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 Common Shares in equal quarterly installments commencing on January 1, 2030 and ending on December 31, 2035. |
| F5 | 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. |