Form 4 for WELL Welltower
Accepted 2026-02-18 00:00:00 ET · period of report 2026-02-13 · accession 0001193125-26-057239 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2026-02-18 | 2026-02-13 | WELL | Mcqueen Matthew Grant | CLO | G - Gift | $0.00 | -541 | 26.9K | -2% | $0 |
| DM | 2026-02-18 | 2026-02-13 | WELL | Mcqueen Matthew Grant | CLO | A - Grant | — | +148.2K | 74.1K | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2026-02-13 | G | D | 541 | $0.00 | 26,881 | D | — | — | |
| 2 | Derivative | LTIP Units | 2026-02-13 | A | A | 36,556 | — | 36,556 | D | — · — to — | 36,556 Common | (F2) The reported transaction was a vesting of 36,556 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. (F1) 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. |
| 3 | Derivative | LTIP Units | 2026-02-13 | A | A | 37,523 | — | 37,523 | D | — · — to — | 37,523 Common | (F4) The reported transaction was a vesting of 37,523 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. (F3) 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 | Derivative | Other Stock Units | 2026-02-13 | A | A | 74,079 | — | 74,079 | D | — · — to — | 74,079 Common | (F5) 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. |