McHugh Timothy 4

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.