WELLTOWER INC.·4

Feb 27, 4:54 PM ET

Patton Ade J. 4

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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.