WELLTOWER INC. — Director's Dealing 2023

Jan 4, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WELLTOWER INC. (WELL)
CIK: 0000766704
Period of Report: 2022-12-30

Reporting Person: HAWKINS PHILIP L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-12-30	Common Stock	A	586	$65.55	Acquired	10830	Direct
2023-01-03	Common Stock	D	6368	$0.00	Disposed	4462	Direct

Footnotes

F1: Represents deferred stock units that were granted under the Welltower Inc. 2022 Long-Term Incentive Plan (the "2022 Plan") in lieu of the payment of cash director fees payable with respect to Q4 2022. Each deferred stock unit that becomes vested will be settled in common stock on the date on which Mr. Hawkins leaves or retires from the Board of Directors.

F2: Due to a tabulation error, the amount of securities beneficially owned by Mr. Hawkins was incorrectly stated on the Form 4 filed on March 31, 2022 and was reflected in all subsequent reports but is being corrected now.

F3: 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 "Cancelled RSUs").

F4: In exchange for the Cancelled 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 Cancelled 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.

F5: (continue from footnote 4) In order to reserve Common Shares to satisfy any such exchange that might occur in the future, the reporting person also received an award of Other Stock Units under 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.