Mitra Shankh 4
4 · WELLTOWER INC. · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
Welltower CEO Mitra Shankh Receives 470,270 LTIP Units
What Happened
- Mitra Shankh, CEO and director of Welltower Inc. (WELL), had a total of 470,270 LTIP (long-term incentive plan) units vest on February 13, 2026. These LTIP Units automatically converted into the same number of OP Units (membership/partnership units) upon vesting. No cash was paid in connection with the vesting or conversion and no sale or open-market trade occurred.
Key Details
- Transaction date: February 13, 2026. Report filed: February 18, 2026 (Form 4 accession 0001193125-26-057306).
- Items vested/converted: 193,535 LTIP Units (originally granted Feb 23, 2023) and 276,735 LTIP Units (originally granted as PSUs Jan 17, 2022 and converted to LTIP Units Jan 3, 2023), totaling 470,270 LTIP Units that converted into 470,270 OP Units.
- Price: N/A — these were vesting/conversion events (derivative awards), not purchases or sales; no cash consideration was required.
- Shares owned after the transaction: not specified in the provided filing.
- Notable footnotes: Other Stock Units were also granted/vested solely to reserve the right to satisfy any future exchange of OP Units for Welltower common shares; any remaining Other Stock Units will be canceled if OP Units are not exchanged.
- Filing timeliness: The Form 4 was filed five days after the Feb 13 transaction (filed Feb 18). Form 4s are typically due within two business days, so this filing appears delayed relative to the usual deadline.
Context
- These LTIP/OP Unit transactions are derivative compensation events (awards converting to partnership units that may later be exchanged for common shares or cash) rather than open-market buys or sells. Such vesting is routine for executive compensation and does not by itself indicate a buy or sell signal for the stock; any future exchange of OP Units for common shares would create share issuance or an equivalent cash payment.
Insider Transaction Report
Form 4
WELLTOWER INC.WELL
Mitra Shankh
DirectorCEO
Transactions
- Award
LTIP Units
[F1][F2]2026-02-13+193,535→ 193,535 total→ Common (193,535 underlying) - Award
LTIP Units
[F3][F4]2026-02-13+276,735→ 276,735 total→ Common (276,735 underlying) - Award
Other Stock Units
[F5]2026-02-13+470,270→ 470,270 total→ Common (470,270 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 193,535 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 276,735 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: Shankh Mitra|2026-02-18