Burkart John F. 4

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.