Timothy McHugh - 13 Feb 2026 Form 4 Insider Report for WELLTOWER INC. (WELL)

Role: Co-President and CFO
Signature: By: Matthew G. McQueen, Attorney-in-Fact For: Timothy G. McHugh
Issuer symbol: WELL
Transactions as of: 13 Feb 2026
Net transactions value: $0
Form type: 4
Filing time: 18 Feb 2026, 16:50:25 UTC
Previous filing: 16 Dec 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
McHugh Timothy	Co-President and CFO	4500 DORR STREET, TOLEDO	By: Matthew G. McQueen, Attorney-in-Fact For: Timothy G. McHugh	18 Feb 2026	0001786887

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		+75,264			75,264	13 Feb 2026	Common	75,264		Direct	F1, F2
transaction	WELL	LTIP Units	Award		+131,332			131,332	13 Feb 2026	Common	131,332		Direct	F3, F4
transaction	WELL	Other Stock Units	Award		+206,596			206,596	13 Feb 2026	Common	206,596		Direct	F5

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

Explanation of Responses:

Id	Content
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.
F2	The reported transaction was a vesting of 75,264 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.
F4	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.
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.