Gundlach Andrew 4
4 · WELLTOWER INC. · Filed Feb 27, 2026
Research Summary
AI-generated summary of this filing
Welltower (WELL) Director Andrew Gundlach Receives Award
What Happened
Andrew Gundlach, a director of Welltower Inc., received two awards on February 26, 2026: 1,787 LTIP Units each (totaling 3,574 LTIP Units). The awards were granted without cash consideration and are reported as derivative awards (price/value listed as N/A). These are grants under Welltower’s long-term incentive arrangements rather than open-market purchases or sales.
Key Details
- Transaction date: 2026-02-26 (reported on Form 4 filed 2026-02-27). Transaction code: A (award/grant).
- Quantity: Two awards of 1,787 LTIP Units each = 3,574 LTIP Units total. Price/value: N/A (awarded without cash consideration).
- Vesting: LTIP Units are scheduled to vest on February 26, 2027, subject to continued service.
- Conversion/exchange: LTIP Units are intended to convert (if vesting and tax conditions met) into Class A common units of Welltower OP, which may then be exchanged for Welltower common shares or equivalent cash.
- Other Stock Units: Gundlach also received Other Stock Units reserved solely to satisfy any future exchange of OP Units for common shares; any remaining Other Stock Units after exchanges will be canceled.
- Shares owned after transaction: Not disclosed in the filing.
- Filing timeliness: Filed one day after the transaction date (not flagged as late).
Context
These LTIP Units are long-term, performance/service-contingent compensation tied to the company’s operating partnership structure; they do not represent immediate common-share ownership and will only convert to OP units and potentially common shares if vesting and tax-allocation conditions are met. Such awards are routine for directors as part of incentive plans and are informational rather than a direct buy/sell signal.
Insider Transaction Report
- Award
LTIP Units
[F1]2026-02-26+1,787→ 1,787 total→ Common (1,787 underlying) - Award
Other Stock Unit
[F2]2026-02-26+1,787→ 1,787 total→ Common (1,787 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.