WELLTOWER INC. — Director's Dealing 2023

Jan 5, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WELLTOWER INC. (WELL)
CIK: 0000766704
Period of Report: 2023-01-03

Reporting Person: Burkart John F. (EVP-Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-01-03	Common Stock	D	2407	$0.00	Disposed	864	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-01-03	LTIP Units	$	A	2407	Acquired		Common (2407)	Direct
2023-01-03	Employee Stock Option (right to buy)	$86.31	D	42898	Disposed	2032-01-12	Common (42898)	Direct
2023-01-03	Option Units	$	A	42898	Acquired	2032-01-12	Common (42898)	Direct
2023-01-03	Other Stock Units	$	A	45305	Acquired		Common (45305)	Direct

Footnotes

F1: These restricted stock units (the "RSUs") in respect of shares of common stock, par value $1.00 per share ("Common Shares"), of Welltower Inc. (the "Issuer") were previously granted to the reporting person and provided for time-based vesting. On January 3, 2023, the Issuer canceled the unvested RSUs upon surrender to the Issuer by the reporting person (the "Canceled RSUs").

F2: In exchange for the Canceled RSUs, the reporting person received a replacement award of membership interests in Welltower OP LLC ("Welltower OP"), a subsidiary of 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 vesting schedule for each LTIP Unit is the same as the vesting schedule for the corresponding Canceled RSU. 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 Common Shares or the equivalent cash value of Common Shares, as determined by the Issuer.

F3: This option to purchase 42,898 Common Shares of the Issuer was previously granted to the reporting person and provided for time-based vesting. On January 3, 2023, the Issuer canceled the unvested portion of the option upon surrender to the Issuer by the reporting person (the "Canceled Option").

F4: In exchange for each Canceled Option, the reporting person received a replacement award of membership interests in Welltower OP designated as Option Units ("Option Units"), which Option Units are intended to qualify as profits interests for US federal income tax purposes. The vesting schedule for Option Units is the same as the vesting schedule for the applicable corresponding Canceled Option. Upon vesting, the Option Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Issuer.

F5: Soley 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 Welltower Inc. 2022 Long-Term Incentive Plan (the "2022 Plan"). The award of the 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.