Welltower CFO Timothy McHugh Buys via ESPP, Gifts 2,150 Units

What Happened

• Timothy McHugh, Co‑President and Chief Financial Officer of Welltower Inc. (WELL), made two reported transactions: he purchased 11 common shares under the company ESPP on 2026-05-29 for $173.32 each (total ≈ $1,907), and on 2026-09-29 he disposed of (gifted) 2,150 Class A common units of Welltower OP LLC (OP Units) with no proceeds, as a charitable donation.

Key Details

• Purchase: 2026-05-29 — 11 shares acquired under the Welltower Employee Stock Purchase Plan at $173.32 per share (total ≈ $1,907). Footnote: ESPP purchase price was 85% of the closing price on 2025-12-01; transaction exempt under Rule 16b-3(c)/(d).
• Gift: 2026-09-29 — 2,150 OP Units gifted to a donor‑advised fund (no cash proceeds). OP Units are exchangeable one-for-one for Welltower common shares and resulted from earlier LTIP unit conversions; related other stock units were cancelled per filing.
• Shares owned after transaction: Not specified in this Form 4.
• Filing: Form filed 2026-09-30 reporting a 2026-05-29 purchase and a 2026-09-29 gift — this filing date is well after the 2‑business‑day reporting window (late filing).
• Footnotes: F1–F6 describe ESPP mechanics, price calculation, household/children disclosure, LTIP → OP Unit conversion, charitable gift to a DAF, and cancellation of corresponding other stock units.

Context

• The May ESPP purchase is a routine insider purchase under an employee plan and is typically viewed as a retention/compensation event rather than a directional market signal. The September transaction was a charitable gift of derivative units (OP Units) convertible into common shares and does not represent a market sale for proceeds. The late filing means the trades were reported months after they occurred; investors should factor timeliness when assessing current insider activity.