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WELLTOWER INC.·4

Feb 18, 4:42 PM ET

Mcqueen Matthew Grant 4

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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.