Welltower Inc SEC Filings

Welltower (WELL) Form 4: Vice Chairman and COO John F. Burkart acquired 141 common shares on 05/30/2025 via the Employee Stock Purchase Plan at $113.93, reflecting 85% of the 12/02/2024 closing price. Following this, he directly owned 1,605 common shares. In addition, he was awarded 285,649 LTIP Units in Welltower OP LLC (granted without cash consideration), which are intended to convert to OP Units and may be redeemable for Welltower common shares in equal quarterly installments from January 1, 2030 through December 31, 2035. To reserve shares solely for such redemptions, he also received 285,649 Other Stock Units under the 2022 Plan.

Welltower (WELL) reported insider activity by Co‑President and CFO Timothy McHugh. On 05/30/2025, he acquired 61 common shares via the Employee Stock Purchase Plan at $113.93. Following the transaction, he beneficially owned 23,845 shares directly and 26 indirectly by children.

On 10/30/2025, he was granted, without cash consideration, 492,745 LTIP Units in Welltower OP LLC and 492,745 Other Stock Units. Subject to award terms, resulting OP Units may be redeemed for Common Shares in equal quarterly installments from January 1, 2030 through December 31, 2035.

Welltower (WELL) insider activity: Co‑President and CIO Nikhil Chaudhri acquired 150 Common Shares on 05/30/2025 through the company’s Employee Stock Purchase Plan. The purchase price was $113.93, reflecting 85% of the 12/02/2024 closing price under the plan’s terms. Following this transaction, direct beneficial ownership stood at 418 shares.

He was also granted 549,874 LTIP Units in Welltower OP LLC, which are intended as profits interests and may convert into OP Units, then be redeemable for Common Shares in equal quarterly installments from 01/01/2030 to 12/31/2035, subject to award conditions. To reserve shares solely for any such redemptions, he received 549,874 Other Stock Units under the 2022 Plan; these can deliver Common Shares only upon OP Unit redemption, with any remainder canceled for no consideration.

Welltower Inc. (WELL) reported insider activity by CEO and director Shankh Mitra. On 10/30/2025, he was granted 2,485,146 LTIP Units in Welltower OP LLC, intended to qualify as profits interests and convertible into OP Units upon tax-based allocation conditions. The resulting OP Units may be redeemed for Welltower common shares in equal quarterly installments commencing on January 1, 2030 and ending on December 31, 2035.

He also received 2,485,146 Other Stock Units under the 2022 Long-Term Incentive Plan, solely to reserve common shares for any future OP Unit redemptions. These Other Stock Units can be used only through OP Unit redemptions, and any remaining units after all OP Units are redeemed will be canceled for no consideration.

Welltower Inc. (WELL) established a new at-the-market equity program allowing issuances and sales of common stock with an aggregate sales price of up to $7,500,000,000 through designated sales agents and forward sellers, and terminated its prior agreement dated March 28, 2025.

The company may also use forward sale agreements under which a forward purchaser (or affiliate) borrows and sells shares; Welltower will not receive proceeds from those borrowed-share sales. The company expects to physically settle individual forwards and receive per‑share cash equal to the forward price, but it may elect cash or net share settlement, which could result in owing cash or shares to the forward purchaser.

Separately, Welltower filed a resale prospectus supplement registering the offer and resale by a selling stockholder of up to 1,182,070 shares issued as acquisition consideration, and an OP unit prospectus supplement registering up to 4,542,926 shares that may be issued if holders of Welltower OP LLC Class A units redeem.

Welltower Inc. registered up to 4,542,926 shares of common stock under a prospectus supplement for issuance, from time to time, in exchange for Class A common units of Welltower OP LLC tendered for redemption. Shares will be issued only if holders present Class A Units for redemption.

Welltower will receive no cash proceeds from these issuances; it will acquire Class A Units in exchange. The company waived the one‑year holding period for these specific Class A Units and agreed to deliver common stock upon redemption, waiving its right to pay cash. WELL trades on the NYSE under “WELL”; the last reported sale price was $182.61 per share on October 27, 2025.

The filing arises from a call contribution agreement dated October 16, 2025 related to a recent property acquisition, and includes customary plan of distribution provisions. Ownership limits in the by‑laws cap any holder at 9.8% of outstanding common stock or total capital stock.

Welltower Inc. (WELL) launched an at-the-market offering of up to $7,500,000,000 of common stock under a new equity distribution agreement with multiple banks acting as sales agents and forward sellers, with optional forward sale agreements with affiliated forward purchasers. Sales may be made on the NYSE or other methods permitted by law, subject to “up to” limits and availability of authorized, unissued shares.

The company will pay sales agents a fee not to exceed 1.50% of the gross sales price per share. In forward setups, a forward seller will sell borrowed shares; Welltower will not receive proceeds from those borrowed share sales and expects to physically settle forward agreements to receive per‑share cash proceeds at the applicable forward sale price. The company may elect cash or net share settlement, which could result in cash payments or share delivery. The prior March 2025 equity distribution agreement was terminated; $5,259,398,390 of common stock had been sold under it. WELL last traded at $182.61 per share on October 27, 2025.

Welltower Inc. reported Q3 2025 results showing broad growth and portfolio repositioning. Revenue rose to $2,685,692,000 from $2,055,663,000 a year ago, with net income attributable to common stockholders of $280,559,000 and diluted EPS of $0.41. Operating cash flow reached $2,227,348,000 for the nine months.

The company accelerated capital deployment and recycling. Year‑to‑date, it disbursed $4,040,936,000 for acquisitions and $736,288,000 for capital improvements, while signing a definitive agreement to sell 319 outpatient medical properties for approximately $7,200,000,000, expected to close in tranches through mid‑2026. At September 30, 2025, assets held for sale totaled $5,091,216,000 with expected gross proceeds of about $7,306,583,000. Subsequent agreements in October include U.K. portfolios of approximately £5.2 billion and approximately £1.2 billion. Q3 dividends were $0.74 per share. As of October 24, 2025, shares outstanding were 686,328,043.

Welltower Inc. (WELL) adopted a Ten‑Year Executive Continuity and Alignment Program as its primary pay framework, featuring long‑term LTIP Units and minimal cash pay. Effective October 30, 2025, named executives receive LTIP Units; from 2026–2035 they forgo other compensation aside from $110,000 annual base salary.

Half of each award is time‑based; half is performance‑based over a five‑year period from October 6, 2025 to October 5, 2030. For the CEO, target totals 4,970,293 LTIP Units and maximum 8,698,012. Performance vesting ties to market capitalization milestones from $10,000,000,000 up to $100,000,000,000 and to relative TSR versus three indices, subject to a positive TSR requirement.

Redeemability begins no earlier than October 31, 2030 and then monthly through September 30, 2035. The company states shares available under the 2022 Plan are sufficient at target but not at maximum; exceeding target may require shareholder approval to increase the share reserve.