WELLTOWER INC. — Director's Dealing 2022

Feb 18, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WELLTOWER INC. (WELL)
CIK: 0000766704
Period of Report: 2022-02-15

Reporting Person: McHugh Timothy (EVP - Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-15	Common Stock	M	3818	$0.00	Acquired	39005	Direct
2022-02-15	Common Stock	F	2112	$81.16	Disposed	36893	Direct
2022-02-15	Common Stock	M	13146	$0.00	Acquired	50039	Direct
2022-02-15	Common Stock	F	7270	$81.16	Disposed	42769	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-15	Deferred Stock Units	$0.00	M	3818	Disposed	2022-02-15	Common (3818)	Direct
2022-02-15	Deferred Stock Units	$0.00	M	13146	Disposed	2022-02-15	Common (13146)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	26	Indirect

Footnotes

F1: Shares withheld upon vesting to satisfy tax withholding obligation.

F2: The reporting person disclaims beneficial ownership of the 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 shares for purposes of Section 16 for any other purpose.

F3: These deferred stock units were granted without cash consideration on February 14, 2019, under the Welltower Inc. 2016 Long-Term Incentive Plan. Each deferred stock unit represents a right to receive one share of common stock of Welltower Inc. at the time of vesting of the unit. The deferred stock units vested on February 15, 2022.

F4: The reported transaction was a vesting of 3,818 deferred stock units on February 15, 2022, resulting in the issuance of 3,818 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.

F5: These deferred stock units were granted without cash consideration on September 4, 2019, under the Welltower Inc. 2016 Long-Term Incentive Plan. Each deferred stock unit represents a right to receive one share of common stock of Welltower Inc. at the time of vesting of the unit. The deferred stock units vested on February 15, 2022.

F6: The reported transaction was a vesting of 13,146 deferred stock units on February 15, 2022, resulting in the issuance of 13,146 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.