Mcqueen Matthew Grant 4
4 · WELLTOWER INC. · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
Welltower (WELL) CLO Matthew McQueen Receives LTIP Units; Gifts 541 Shares
What Happened Matthew McQueen, Chief Legal Officer of Welltower Inc., reported multiple insider transactions dated February 13, 2026. McQueen disposed of 541 common shares as a gift (reported at $0.00). Separately, a total of 148,158 LTIP Units vested (36,556 + 37,523 + 74,079) and were automatically converted into the same number of OP Units (derivative acquisition). No cash was paid in connection with the vesting or conversion.
Key Details
- Transaction date: February 13, 2026; Form 4 filed February 18, 2026 (appears timely under the two-business-day rule given the Feb 16 holiday).
- Gift: 541 common shares disposed at $0.00 (code G).
- Derivative acquisitions: 36,556; 37,523; and 74,079 LTIP Units vested and converted into OP Units (codes A). Aggregate = 148,158 units. Prices are N/A for these derivative conversions.
- No consideration was payable on vesting or conversion.
- The filing does not state the reporting person’s total post-transaction Common Shares/OP Units balance in the portion provided here.
- Relevant footnotes:
- F1/F2/F4: LTIP Units are membership interests in Welltower OP LLC intended to qualify as profits interests; vested LTIP Units automatically converted to OP Units with no cash paid.
- F3: One tranche was originally a PSU grant (Jan 17, 2022) that the reporting person converted into LTIP Units on Jan 3, 2023.
- F5: Additional “Other Stock Units” were deemed vested solely to reserve Common Shares for any future exchange of OP Units; those Other Stock Units can only result in Common Shares through exchange of OP Units and will be canceled if unused.
Context
- These transactions are primarily derivative vesting/conversions (LTIP → OP Units) and an outright gift. LTIP/OP Units are a non-cash long-term incentive structure that can be exchanged for common shares (or cash equivalent) later; they are not an open-market purchase or sale.
- Gifts are personal dispositions and do not necessarily signal the insider’s view of the company’s near-term prospects.
- No indication in the provided filing that shares were sold in the open market or that this was a cashless exercise; this was vesting/conversion and a gift only.
Insider Transaction Report
Form 4
WELLTOWER INC.WELL
Mcqueen Matthew Grant
Chief Legal Officer
Transactions
- Gift
Common Stock
2026-02-13−541→ 26,881 total - Award
LTIP Units
[F1][F2]2026-02-13+36,556→ 36,556 total→ Common (36,556 underlying) - Award
LTIP Units
[F3][F4]2026-02-13+37,523→ 37,523 total→ Common (37,523 underlying) - Award
Other Stock Units
[F5]2026-02-13+74,079→ 74,079 total→ Common (74,079 underlying)
Footnotes (5)
- [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 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.
- [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 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.
- [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.
Signature
By: Matthew McQueen|2026-02-18