Ayesha Menon - 23 Feb 2023 Form 4 Insider Report for WELLTOWER INC. (WELL)

Footnote F1

These membership interests in Welltower OP LLC ("Welltower OP") designated as LTIP Units ("LTIP Units") were originally granted without cash consideration to the reporting person on February 23, 2023 in the form of performance-based restricted stock units ("PSUs") of Welltower Inc. (the "Issuer"). On January 3, 2023, at the election of the reporting person, the PSUs were converted into LTIP Units. 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 ("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.

Footnote F2

The reported transaction was (i) vesting of 6,240 LTIP Units on February 23, 2023, which were converted into the same number of OP Units since the per unit capital account balance of each LTIP Unit was already equal to that of an OP Unit and (ii) vesting of an equal amount of Other Stock Units previously granted in tandem with the LTIP Units intended solely to satisfy any future exchange in respect of OP Units into which the LTIP Units converted (as described further in footnote 4 hereto). 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.

Footnote F3

Represents an award, granted without cash consideration, of LTIP Units. The LTIP Units are scheduled to vest in four equal installments on Jan. 15, 2024, Jan. 15, 2025, Jan. 15, 2026 and Jan. 15, 2027, subject to the reporting person's continued employment on each applicable vesting date. The LTIP Units, if and as they become vested, are convertible, conditioned upon the satisfaction of minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Issuer.

Footnote F4

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 an award of Other Stock Units under the Welltower Inc. 2022 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 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.