Welltower

=== SEC Form 4 — Statement of Changes in Beneficial Ownership === Document Type: 4 Period of Report: 2026-05-29 10b5-1 Pre-arranged Plan: No --- Issuer --- Name: WELLTOWER INC. (WELL) CIK: 0000766704 --- Reporting Owner --- Name: McHugh Timothy CIK: 0001786887 Role: Officer (Co-President and CFO) --- Non-Derivative Transactions --- [Transaction #1] Security: Common Stock Date: 2026-05-29 | Code: A (Grant or award) Shares: +11 | Price: $173.32 Total Value: $1,906.52 Shares Owned After: 23,409 | Ownership: D (Direct) Footnotes: [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 at a price equal to 85% of the closing price of Common Shares on December 1, 2025, the first trading day of the offering period. --- Derivative Transactions --- [Transaction #1] Security: OP Units Date: 2026-09-29 | Code: G (Gift) Shares: -2,150 | Price: $0.00 Shares Owned After: 884,647 | Ownership: D (Direct) Footnotes: [F4] Represents Class A Common Units ("OP Units") of Welltower OP LLC ("Welltower OP"), a subsidiary of the Issuer. The OP Units were received on the conversion of membership interests in Welltower OP designated as LTIP Units ("LTIP Units"). Those LTIP Units were originally granted to the reporting person without cash consideration on February 16, 2021. The LTIP Units converted into OP Units once they had both vested and satisfied the minimum allocations to their capital accounts for federal income tax purposes. OP Units may be exchanged on a one-for-one basis for Common Shares of the Issuer, or for the equivalent cash value of Common Shares, as determined by the Issuer. The OP Units are currently exchangeable and have no expiration date. [F5] Represents a bona fide gift of OP Units to a donor-advised fund (DAF) for charitable purposes. [F4] Represents Class A Common Units ("OP Units") of Welltower OP LLC ("Welltower OP"), a subsidiary of the Issuer. The OP Units were received on the conversion of membership interests in Welltower OP designated as LTIP Units ("LTIP Units"). Those LTIP Units were originally granted to the reporting person without cash consideration on February 16, 2021. The LTIP Units converted into OP Units once they had both vested and satisfied the minimum allocations to their capital accounts for federal income tax purposes. OP Units may be exchanged on a one-for-one basis for Common Shares of the Issuer, or for the equivalent cash value of Common Shares, as determined by the Issuer. The OP Units are currently exchangeable and have no expiration date. [F6] In connection with the gift, the same number of Other Stock Units issued under the Welltower Inc. 2022 Amended and Restated Long-Term Incentive Plan, which were issued when the LTIP Units that converted into the gifted OP Units were issued, were immediately cancelled for no consideration in accordance with their terms. [F4] Represents Class A Common Units ("OP Units") of Welltower OP LLC ("Welltower OP"), a subsidiary of the Issuer. The OP Units were received on the conversion of membership interests in Welltower OP designated as LTIP Units ("LTIP Units"). Those LTIP Units were originally granted to the reporting person without cash consideration on February 16, 2021. The LTIP Units converted into OP Units once they had both vested and satisfied the minimum allocations to their capital accounts for federal income tax purposes. OP Units may be exchanged on a one-for-one basis for Common Shares of the Issuer, or for the equivalent cash value of Common Shares, as determined by the Issuer. The OP Units are currently exchangeable and have no expiration date. [F6] In connection with the gift, the same number of Other Stock Units issued under the Welltower Inc. 2022 Amended and Restated Long-Term Incentive Plan, which were issued when the LTIP Units that converted into the gifted OP Units were issued, were immediately cancelled for no consideration in accordance with their terms. --- Holdings --- [Holding #1] Security: Common Stock Ownership: I (Indirect) Footnotes: [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 or for any other purpose. --- Footnotes (Complete Index) --- 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 at a price equal to 85% of the closing price of Common Shares on December 1, 2025, 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 or for any other purpose. F4: Represents Class A Common Units ("OP Units") of Welltower OP LLC ("Welltower OP"), a subsidiary of the Issuer. The OP Units were received on the conversion of membership interests in Welltower OP designated as LTIP Units ("LTIP Units"). Those LTIP Units were originally granted to the reporting person without cash consideration on February 16, 2021. The LTIP Units converted into OP Units once they had both vested and satisfied the minimum allocations to their capital accounts for federal income tax purposes. OP Units may be exchanged on a one-for-one basis for Common Shares of the Issuer, or for the equivalent cash value of Common Shares, as determined by the Issuer. The OP Units are currently exchangeable and have no expiration date. F5: Represents a bona fide gift of OP Units to a donor-advised fund (DAF) for charitable purposes. F6: In connection with the gift, the same number of Other Stock Units issued under the Welltower Inc. 2022 Amended and Restated Long-Term Incentive Plan, which were issued when the LTIP Units that converted into the gifted OP Units were issued, were immediately cancelled for no consideration in accordance with their terms. --- Signature --- /s/ Matthew McQueen, Attorney in Fact For: Timothy McHugh (2026-09-30)