SULLIVAN KATHRYN M 4
4 · WELLTOWER INC. · Filed Feb 27, 2026
Research Summary
AI-generated summary of this filing
Welltower (WELL) Director Kathryn M. Sullivan Receives LTIP Award
What Happened
- Kathryn M. Sullivan, a director of Welltower Inc. (WELL), was granted two awards on Feb 26, 2026, each for 1,056 LTIP Units, totaling 2,112 LTIP Units (derivative membership interests in Welltower OP LLC). These awards were reported on a Form 4 filed Feb 27, 2026.
- The awards have no immediate cash value (price reported as N/A) and are scheduled to vest on Feb 26, 2027, subject to Sullivan’s continued service. Upon vesting and satisfaction of certain tax-allocation conditions, LTIP Units convert into OP Units that may be exchanged for Welltower common shares or cash.
Key Details
- Transaction type: Award/Grant (code A). Transaction dates: 2026-02-26 (reported 2026-02-27).
- Shares/units granted: 1,056 + 1,056 = 2,112 LTIP Units. Price: N/A (no cash paid).
- Vesting: Scheduled for 2027-02-26, contingent on continued service and certain tax conditions.
- Shares owned after transaction: Not specified in the provided filing.
- Notable footnotes:
- F1: LTIP Units are membership interests intended to qualify as profits interests for US tax purposes; vesting and conversion to OP Units are conditioned on minimum tax-allocation rules; OP Units can be exchanged for common stock or cash.
- F2: An award of Other Stock Units under the 2022 Plan was also made to reserve common shares that might be issued upon any future exchange of OP Units; remaining Other Stock Units will be canceled if unused.
- Filing timeliness: Form 4 was filed the day after the transaction (timely based on the filing date provided).
Context
- These are compensation awards (derivative units), not open-market purchases or sales, so they do not represent an immediate buy/sell market signal. They become economically relevant only if and when they vest and are converted/exchanged into OP Units or common shares (or cash).
Insider Transaction Report
Form 4
WELLTOWER INC.WELL
SULLIVAN KATHRYN M
Director
Transactions
- 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.
Signature
Matthew McQueen Attorney-in-Fact For: Kathryn Sullivan|2026-02-27