McHugh Timothy 4
4 · WELLTOWER INC. · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
Welltower (WELL) Co‑President & CFO Timothy McHugh Receives Award
What Happened
Timothy McHugh, Co‑President and Chief Financial Officer of Welltower Inc., had a total of 413,192 Long‑Term Incentive Plan (LTIP) units vest on February 13, 2026. The vested LTIP units (75,264; 131,332; and 206,596) automatically converted into the same number of OP Units of Welltower OP LLC. No cash was paid on vesting or conversion; the OP Units may be exchanged in the future for Welltower common shares (or equivalent cash value).
Key Details
- Transaction date: February 13, 2026 (reported on Form 4 filed February 18, 2026).
- Transaction type/code: Award/vesting of LTIP Units (derivative conversion), not an open‑market buy or sell. Price: N/A (no cash consideration).
- Total units vested/converted: 413,192 LTIP Units → 413,192 OP Units (75,264; 131,332; 206,596).
- Shares owned after transaction: not specified in the provided summary filing.
- Footnotes of note: LTIP Units were originally granted on different dates (some as PSUs converted to LTIP Units); LTIP Units are intended as profits interests and convert to OP Units once vested and meeting capital‑account conditions; Other Stock Units were granted solely to reserve common shares for any future exchange and will be canceled if unused.
- Filing timing: Form 4 was filed five days after the transaction date; Form 4s are generally due within two business days, so this filing appears later than the standard window.
Context
This was a compensation vesting and conversion event (derivative award) rather than a purchase or sale of shares. LTIP → OP Unit conversions give the insider a future ability to exchange OP Units for common shares (or cash) but do not represent an immediate open‑market trade. Such awards are routine elements of executive compensation and do not by themselves indicate a buy/sell signal.
Insider Transaction Report
Form 4
WELLTOWER INC.WELL
McHugh Timothy
Co-President and CFO
Transactions
- Award
LTIP Units
[F1][F2]2026-02-13+75,264→ 75,264 total→ Common (75,264 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+206,596→ 206,596 total→ Common (206,596 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 75,264 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: Timothy G. McHugh|2026-02-18