Burkart John F. 4
4 · WELLTOWER INC. · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
Welltower (WELL) Vice Chairman John Burkart Receives LTIP Awards
What Happened
- John F. Burkart, Vice Chairman and Chief Operating Officer of Welltower Inc. (WELL), had long‑term incentive units vest on February 13, 2026. Three LTIP awards totaling 391,692 units (64,514; 131,332; and 195,846) vested and were automatically converted into the same number of OP Units (membership interests in Welltower OP LLC).
- These were derivative awards (code A — grant/award/acquisition). No cash was payable on vesting or conversion, and the OP Units are convertible in the future into Welltower common shares or the cash equivalent as determined by the company. The filing reports no per‑unit price or immediate cash value.
Key Details
- Transaction date: February 13, 2026; Form 4 filed February 18, 2026 (timely under SEC two‑business‑day rule for this event).
- Transaction type/code: A (award/grant/acquisition) — derivative LTIP Units converted to OP Units.
- Units vested/converted: 64,514; 131,332; and 195,846 (total 391,692).
- Price/Value: N/A on the Form 4 (no cash paid and no per‑unit price reported at vesting).
- Shares owned after transaction: Not specified in the filing.
- Notable footnotes: Some LTIP Units were originally granted as PSUs in 2022 and later converted to LTIP Units; Other Stock Units were also issued to reserve shares that may be delivered upon future exchange of OP Units and will be canceled if unused.
Context
- These transactions are vesting/conversion of long‑term incentive units, not open‑market purchases or sales; they do not represent an immediate purchase or sale of common stock. The OP Units can be exchanged later for common shares (or cash), at which point share issuance would occur and be reported.
- Such awards are routine compensation/retention mechanisms for executives; they are derivative in nature and often have conditions (vesting, conversion rules) that determine eventual share delivery.
Insider Transaction Report
Form 4
WELLTOWER INC.WELL
Burkart John F.
Vice Chairman and COO
Transactions
- Award
LTIP Units
[F1][F2]2026-02-13+64,514→ 64,514 total→ Common (64,514 underlying) - Award
LTIP Units
[F3][F4]2026-02-13+131,332→ 131,332 total→ Common (131,332 underlying) - Award
Other Stock Units
[F5]2026-02-13+195,846→ 195,846 total→ Common (195,846 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 64,514 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.
Signature
By: Matthew G. McQueen, Attorney-in-Fact For: John Burkart|2026-02-18