Patton Ade J. 4
4 · WELLTOWER INC. · Filed Feb 27, 2026
Research Summary
AI-generated summary of this filing
Welltower (WELL) Director Ade J. Patton Receives LTIP Award
What Happened
Ade J. Patton, a director of Welltower Inc. (WELL), received awards of LTIP membership interests on February 26, 2026 — two grants of 1,056 LTIP Units each, totaling 2,112 LTIP Units. The awards were granted without cash consideration (price N/A) and are derivative awards that are scheduled to vest on February 26, 2027, subject to continued service. If vesting and conversion conditions are met, the LTIP Units can convert into Class A Common Units of Welltower OP (OP Units) and those OP Units may be exchanged for Welltower common shares or a cash equivalent.
Key Details
- Transaction date: 2026-02-26; reported on Form 4 filed 2026-02-27 (timely filing).
- Amount: Two grants of 1,056 LTIP Units each = 2,112 LTIP Units total; acquisition price: N/A (awarded without cash).
- Vesting: Scheduled to vest 2027-02-26, contingent on continued service.
- Conversion/exchange: LTIP Units are intended to qualify as profits interests for U.S. tax purposes, convertable to OP Units if minimum tax allocations are met, and OP Units may be exchanged for issuer common shares or cash.
- Additional award: The reporting person also received Other Stock Units under the 2022 LTIP to reserve shares that may be issued upon any future exchange of OP Units (number not specified in the filing).
- Shares owned after transaction: Not specified in this Form 4.
- Filing timeliness: Timely (transaction date 2/26/2026; Form 4 filed 2/27/2026).
Context
This was an equity compensation award (derivative LTIP Units), not a purchase or sale of publicly traded shares. Such awards are common for executives/directors and generally do not convey immediate tradable shares or cash until vesting and conversion conditions are satisfied.
Insider Transaction Report
- Award
LTIP Units
[F1]2026-02-26+1,056→ 1,056 total→ Common (1,056 underlying) - Award
Other Stock Unit
[F2]2026-02-26+1,056→ 1,056 total→ Common (1,056 underlying)
Footnotes (2)
- [F1]Represents an award, granted without cash consideration, of membership interests in Welltower OP LLC ("Welltower OP"), a subsidiary of Welltower Inc. (the "Issuer"), designated as LTIP Units ("LTIP Units"), which LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The LTIP Units are scheduled to vest on February 26, 2027, subject to the reporting person's continued service on the vesting date. The LTIP Units, if and as they become vested, are convertible, conditioned upon the satisfaction of minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into Class A Common Units in Welltower OP ("OP Units"). The resulting 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]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 an award of Other Stock Units under the Amended and Restated Welltower Inc. 2022 Long-Term Incentive Plan (the "2022 Plan"). The award of Other Stock Units provides 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.