FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
McHugh Timothy

(Last) (First) (Middle)
4500 DORR STREET

(Street)
TOLEDO OH 43615

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WELLTOWER INC. [ WELL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Co-President and CFO
3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/29/2026   A (1)   11 A $ 173.32 (2) 23,409 D  
Common Stock               26 I By Children (3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
OP Units (4) 09/29/2026 09/29/2026 G     2,150 (5)   (4) (6)   (4) (6) Common 2,150 $ 0 884,647 D  
Explanation of Responses:
1. The reporting person is voluntarily reporting the acquisition of common shares, par value $1.00 per share ("Common Shares"), of Welltower Inc. (the "Issuer") pursuant to the Welltower Inc. Employee Stock Purchase Plan ("ESPP"). This transaction was exempt under both Rule 16b-3(c) and Rule 16b-3(d).
2. In accordance with the ESPP these Common Shares were purchased at a price equal to 85% of the closing price of Common Shares on December 1, 2025, the first trading day of the offering period.
3. The reporting person disclaims beneficial ownership of the Common Shares owned by children who share the reporting person's household. This report should not be deemed an admission that the reporting person is the beneficial owner of such Common Shares for purposes of Section 16 or for any other purpose.
4. Represents Class A Common Units ("OP Units") of Welltower OP LLC ("Welltower OP"), a subsidiary of the Issuer. The OP Units were received on the conversion of membership interests in Welltower OP designated as LTIP Units ("LTIP Units"). Those LTIP Units were originally granted to the reporting person without cash consideration on February 16, 2021. The LTIP Units converted into OP Units once they had both vested and satisfied the minimum allocations to their capital accounts for federal income tax purposes. OP Units may be exchanged on a one-for-one basis for Common Shares of the Issuer, or for the equivalent cash value of Common Shares, as determined by the Issuer. The OP Units are currently exchangeable and have no expiration date.
5. Represents a bona fide gift of OP Units to a donor-advised fund (DAF) for charitable purposes.
6. In connection with the gift, the same number of Other Stock Units issued under the Welltower Inc. 2022 Amended and Restated Long-Term Incentive Plan, which were issued when the LTIP Units that converted into the gifted OP Units were issued, were immediately cancelled for no consideration in accordance with their terms.
Matthew McQueen, Attorney in Fact For: Timothy McHugh 09/30/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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