DEF 14A of Welltower Inc., Apr 10, 2026

DEF 14A of Welltower Inc.

Filed Apr 10, 2026 · FY20250000766704-26-000014

Open on EDGAR

  1. SUMMARY OF BOARD SKILLS AND EXPERIENCE

    SUMMARY OF BOARD SKILLS AND EXPERIENCE We believe our director nominees have an effective mix of backgrounds, diversity, experience, knowledge, and skills. The table below provides a summary of certain collective competencies and attributes of the director nominees. We look to each director to be knowledgeable in all of these areas, and the absence of an indicator for a particular item does not mean a director nominee is less able to contribute to the Board’s decision-making process or that the director nominee does not possess that skill or experience. Rather, the indicator represents that the item is a core competency that the director nominee brings to the Board. The table does not encompass all of a director nominee’s skills or experience.

  2. SUMMARY OF BOARD SKILLS AND EXPERIENCE

    | Director Skills and Experience | Bacon | DeSalvo | Gundlach | Lopez | Mitra | Patton | Rivera | Spisso | Sullivan | | Real Estate: Relevant experience in the real estate industry, including experience in seniors housing, outpatient medical, or REITs | ● | | | ● | ● | | ● | ● | | | Finance and Accounting: Current or former role in auditing or accounting, including direct supervision of a chief financial officer or chief accounting officer; current or former role in the finance industry, a bank, a real estate investment firm, or an investment management firm; proficiency in complex processes such as financial management, capital allocation, and financial reporting; significant experience in corporate finance or financial accounting | ● | | ● | ● | ● | ● | ● | ● | ● | | Healthcare and Health Systems: Relevant experience in the healthcare industry; current or former role as a chief executive officer of a healthcare company or large academic health system; experience in overseeing an outpatient medical real estate portfolio | | ● | | | ● | | | ● | ● | | Large Cap Public Companies: Experience with the business operations of large cap public companies | ● | ● | ● | ● | ● | ● | ● | | | | Global: Relevant experience with multinational companies or in international markets; knowledge of international business environments, economic conditions, cultures, and regulatory framework; broad perspective on global market opportunities | ● | ● | ● | ● | ● | ● | ● | ● | ● | | New and Existing Markets: Experience in selecting and pursuing innovative new business opportunities | | ● | ● | ● | ● | ● | ● | | | | Technology and Cybersecurity: Relevant experience in digital technology, cybersecurity, digital marketing, or social media; experience implementing business technology strategies; understanding of emerging technological trends | | ● | | | ● | ● | ● | ● | ● | | Risk Management: Ability to identify key risks in a wide range of areas such as industry developments and legal and regulatory compliance; experience in, and knowledge and understanding of, managing major risk exposures, such as significant financial, operational, compliance, reputational, strategic, international, political, and cybersecurity risks for large, complex organizations | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Government/Public Policy: Experience in government relations, regulatory matters, or regulated industries | ● | ● | ● | | | | | ● | | | Leadership Development/Succession: Experience as a chief executive officer, president, chair, or a similar leadership position in a large company or other large organization | | | ● | ● | ● | ● | ● | ● | | | Retail/Institutional Investor Relations: Knowledge of the capital markets landscape | ● | | ● | ● | ● | ● | ● | | | | Environmental: Relevant experience in the areas of environmental impact, corporate responsibility, or strategies to develop long-term shareholder value; current or former role in overseeing and managing environmental practices and initiatives; experience in, and knowledge and understanding of, climate-rated strategic planning, risk mitigation, and management | | ● | | ● | ● | | ● | ● | | | Corporate Governance: Corporate governance experience, including knowledge of public company reporting requirements | ● | ● | ● | ● | ● | ● | ● | ● | ● |

  3. SUMMARY OF BOARD SKILLS AND EXPERIENCE

    | WELLTOWER • 2026 Proxy Statement | 21 |

  4. SUMMARY OF BOARD SKILLS AND EXPERIENCE

    | Shankh Mitra, Chief Executive Officer | | | Age 45 Director since: 2020 Committees: •Executive | Education • BA – Engineering, Jadavpur University • MBA – Columbia Business School | | | Other Current Public Company Boards •Public Storage (Non-executive Chair of the Board) | | | Key Experience and Qualifications Mr. Mitra has served as Welltower’s Chief Executive Officer since October 2020. He served as Welltower’s Chief Investment Officer from August 2018 to January 2023 and Vice Chair – Chief Operating Officer and Chief Investment Officer from April 2020 to October 2020. From January 2018 to August 2018, he served as Welltower’s Senior Vice President – Investments and, from January 2016 to January 2018, Mr. Mitra served as Welltower’s Senior Vice President – Finance & Investments. Prior to joining Welltower, Mr. Mitra served as Portfolio Manager, Real Estate Securities at Millennium Management, LLC from July 2013 to December 2015, as a Senior Analyst at Citadel Investment Group from April 2012 to June 2013, and as a Senior Analyst at Fidelity Investments from 2009 to 2012. Among other qualifications, Mr. Mitra brings to the Board extensive leadership experience, deep expertise in real estate investment and capital markets, and comprehensive understanding of Welltower’s business and strategic direction. Through his progressive tenure at Welltower and his prior experience at leading investment firms, Mr. Mitra has developed exceptional insight into the real estate industry, portfolio management, and corporate strategy. As Chief Executive Officer, he possesses intimate knowledge of all aspects of Welltower’s operations, including real estate management, investment activity, and balance sheet optimization. Mr. Mitra works in close coordination with the Board to establish and execute Welltower’s long-term strategic vision and leads initiatives to attract, retain, and develop top talent across the organization. His combination of institutional knowledge, industry expertise, and executive leadership makes him uniquely positioned to contribute to the Board’s oversight and governance of the Company. |

  5. SUMMARY OF BOARD SKILLS AND EXPERIENCE

    | Kenneth J. Bacon, Chair & Independent Director | | | | Age 71 Director since: 2016 Committees: •Executive (Chair) | Education •BA – Anthropology, Stanford University •MSc – International Relations, London School of Economics •MBA – Finance & Strategy, Harvard Business School | | | | Other Current Public Company Boards •Arbor Realty Trust, Inc. •Comcast Corporation (Governance and Corporate Responsibility Committee Chair) | Former Public Company Boards •Ally Financial Inc. | | | Key Experience and Qualifications Mr. Bacon has served as Welltower’s Chair of the Board since October 2020. Mr. Bacon is a co-founder of RailField Realty Partners (a multifamily investment and asset management firm) and has served as RailField’s managing partner since 2012. Prior to launching RailField, Mr. Bacon spent 19 years at Fannie Mae, culminating in his role as Executive Vice President of the multifamily mortgage business from July 2005 to March 2012. Among other qualifications, Mr. Bacon’s broad experience across the real estate investment lifecycle—from capital raising and deal structuring to asset management and disposition—provides the Board with critical perspective on Welltower’s strategic initiatives. His leadership at Fannie Mae equipped him with a sophisticated understanding of financial markets, risk management, regulatory matters, government affairs, and the intersection of public policy and housing, all of which are directly relevant to Welltower’s operations. | |

  6. SUMMARY OF BOARD SKILLS AND EXPERIENCE

    | 22 | WELLTOWER • 2026 Proxy Statement |

  7. SUMMARY OF BOARD SKILLS AND EXPERIENCE

    | Karen B. DeSalvo, Independent Director | | | Age 60 Director since: 2018 Committees: •Investment •Nominating/ Corporate Governance | Education •BA – Biology and Political Science, Suffolk University •MD – Tulane University School of Medicine •MPH – Tulane University School of Public Health •MSc – Harvard T.H. Chan School of Public Health | | | Key Experience and Qualifications Dr. DeSalvo served as the Chief Health Officer of Google (a multinational technology company) from December 2019 to August 2025. From 2018 to 2019, she served as professor of medicine and population health at the University of Texas at Austin Dell Medical School and co-lead of the National Alliance to Impact the Social Determinants of Health with former HHS Secretary Michael O. Leavitt. From 2014 to 2017, she served as Acting Assistant Secretary for Health at the U.S. Department of Health and Human Services and as National Coordinator for Health Information Technology. From 2011 to 2014, she was Health Commissioner for the City of New Orleans. Prior to that she was Vice Dean for Community Affairs and Health Policy at the Tulane University School of Medicine, where she practiced medicine and led the medical school’s community health programs. She was formerly on the Medicare Payment Advisory Commission. Dr. DeSalvo is on the Council of the National Academy of Medicine. She also serves on the Board of Directors of Cityblock Health and chairs the Risk Committee. Among other qualifications, Dr. DeSalvo’s distinguished career at the intersection of medicine, public health, technology, and policy makes her exceptionally well-suited to serve as a director. Her prior leadership at Google provides the Board with valuable insight into the evolving role of AI and technology in care delivery, business operations, and population health management. Her prior government service, including her tenure as National Coordinator for Health Information Technology, equips her to guide Welltower on matters of healthcare regulation, compliance, and policy development. Additionally, her academic credentials and public health experience bring a rigorous, evidence-based perspective to the Board’s deliberations on strategic matters affecting healthcare markets and consumer health. |

  8. SUMMARY OF BOARD SKILLS AND EXPERIENCE

    | Andrew Gundlach, Independent Director | | | | Age 55 Director since: 2024 Committees: •Audit •Investment | Education •BS – International Relations and Affairs, Georgetown University •MS – International Trade and Economics, Georgetown University •MBA – Columbia Business School | | | | Other Current Public Company Boards •Bleichroeder Acquisition Corp. II | Former Public Company Boards •Inflection Point Acquisition Corp. IV | | | Key Experience and Qualifications Mr. Gundlach has served as the President and CEO of Bleichroeder LP (a registered investment advisor serving ultra-high-net-worth families) since 2024 and the Chairman, President, and CEO of Bleichroeder Acquisition Corp. II (a blank check company formed for the purpose of effecting a potential business combination) since October 2025. He served as the Executive Chairman of Inflection Point Acquisition Corp. IV (a blank check company formed for the purpose of effecting a potential business combination) from July 2025 until the completion of its merger with Merlin Labs, Inc. in March 2026, previously serving as Chairman, President, and CEO from June 2024 to July 2025. He is the founder of GoldIron LP (a registered investment advisor focused on institutions and ultra-high-net-worth investors) and has served as its managing member since 2015. Bleichroeder LP was demerged from asset manager First Eagle Holdings in 2019, four years after Blackstone funds acquired a majority stake, a transaction Mr. Gundlach initiated, and GoldIron LP owns shares in First Eagle Holdings. Mr. Gundlach held a board position as a director at First Eagle Holdings (or its predecessor) from 2006 to August 2025. He served on the boards of Odyssey Acquisition SA from 2021 to 2022 and Materia, Inc. from 2014 until its acquisition by ExxonMobil in 2021. He has also been an Adjunct Associate Professor of Business at Columbia Business School since 2004, where he teaches courses on investing, and currently serves on the school’s board. Previously, Mr. Gundlach co-founded Artemis Advisors LLC in 1999 and served as a founding partner until 2006. His earlier career includes roles as an Associate at J.P. Morgan from 1996 to 1999, and as an Analyst at Morgan Stanley from 1994 to 1996. Mr. Gundlach is also a Member of the Council on Foreign Relations, where he serves on the Investment Committee. Mr. Gundlach currently serves on the Advisory Board at People.ai (a privately held AI company) and as a trustee of the Guggenheim Museum. Among other qualifications, Mr. Gundlach brings to the Board extensive experience in investment management, corporate governance, capital markets, and strategic transactions. His leadership roles at Bleichroeder LP and GoldIron LP, combined with nearly two decades of board service at First Eagle Holdings and directorships at other public and private companies, reflect deep expertise across diverse business contexts. Mr. Gundlach’s proven judgment in guiding organizations through complex transactions makes him exceptionally well qualified to serve on the Board. | |

  9. SUMMARY OF BOARD SKILLS AND EXPERIENCE

    | WELLTOWER • 2026 Proxy Statement | 23 |

  10. SUMMARY OF BOARD SKILLS AND EXPERIENCE

    | Dennis G. Lopez, Independent Director | | | Age 71 Director since: 2021 Committees: •Audit •Investment | Education •BA – California State University, Long Beach •MBA – Finance and Accounting, University of California, Los Angeles | | | Key Experience and Qualifications Mr. Lopez has served as the Chief Executive Officer of QuadReal Property Group Ltd. (a global real estate investment, operating and development company) since June 2017. He was Chief Investment Officer of AXA Real Estate Investment Managers (a global real estate investment manager) from 2009 to 2017, and Chief Executive Officer of SUN Real Estate Group (a private equity firm with real estate activities in India and Russia) from 2007 to 2009. Mr. Lopez has had a career of over 30 years in investment banking and real estate investment management, including serving as Global Head of Real Estate at Cambridge Place Investment Management (a London-based hedge fund) for two years and a Managing Director/Head of European Real Estate at JP Morgan in London for seven years. Among other qualifications, Mr. Lopez brings to the Board more than three decades of leadership experience in investment banking and global real estate investment management. His tenure in senior executive roles at major international organizations has provided him with deep expertise in capital markets, cross-border investment strategy, and complex organizational leadership. These qualifications, combined with his proven track record across diverse markets in North America, Europe, and emerging economies, make Mr. Lopez exceptionally well-suited to serve as a member of the Board. |

  11. SUMMARY OF BOARD SKILLS AND EXPERIENCE

    | Ade J. Patton, Independent Director | | | Age 47 Director since: 2021 Committees: •Audit •Compensation •Executive •Nominating/ Corporate Governance (Chair) | Education •BA – Government, University of Virginia •MBA – Harvard Business School •JD – Harvard Law School | | | Key Experience and Qualifications Mr. Patton has served as the Chief Financial Officer of Oak View Group, LLC (an entertainment and sports facilities company) since July 2023. Mr. Patton served as Executive Vice President and Chief Financial Officer of HBO/HBO Max/Global DTC at WarnerMedia, LLC (WBD) (a multinational media and entertainment company) from August 2020 to June 2023. He previously served as Chief Financial Officer of Turner Sports and Head of Planning and Development at WM News & Sports from April 2019 to August 2020. Before assuming that role, Mr. Patton served as Senior Vice President – Corporate Finance, M&A and GTO of Turner Broadcasting System, Inc. from February 2017 to April 2019, Senior Portfolio Manager at Millennium Management, LLC (an investment management firm) from January 2015 to February 2017, Senior Research Analyst at Citadel LLC (a multinational hedge fund and financial services company) from June 2009 to March 2014, and Research Analyst at Magnetar Capital LLC (a hedge fund) from June 2007 to June 2009. Among other qualifications, Mr. Patton brings to the Board more than fifteen years of financial leadership and investment management experience across the media, entertainment, and sports industries. His CFO tenures at Oak View Group, HBO/HBO Max, and Turner Sports, combined with his background as a portfolio manager and analyst at leading investment firms such as Millennium Management and Citadel, provide him with deep expertise in corporate finance, strategic planning, and capital markets. These qualifications make Mr. Patton well suited to contribute to the Board’s oversight and strategic objectives. |

  12. SUMMARY OF BOARD SKILLS AND EXPERIENCE

    | Sergio D. Rivera, Independent Director | | | Age 63 Director since: 2014 Committees: •Compensation •Executive •Investment (Chair) | Education •BA – Finance and International Business, Florida International University •MBA – Florida International University | | | Key Experience and Qualifications Mr. Rivera served as Chief Executive Officer of SeaWorld Entertainment, Inc. (a leading theme park and entertainment company) from November 2019 to April 2020. He served as President of the Ocean Reef Club (a leading private residential club) from February 2019 to May 2019. Mr. Rivera also served as Chief Executive Officer and President of the Vacation Ownership segment of ILG, Inc. (a hospitality and leisure services company) from 2016 to September 2018. From 1998 to 2016, Mr. Rivera served in a variety of capacities with Starwood Hotels & Resorts Worldwide, Inc., including President of The Americas from 2012 to 2016, and Chief Executive Officer and President of Starwood Vacation Ownership, Inc., formerly a wholly-owned subsidiary of Starwood Hotels & Resorts Worldwide, Inc., from 2007 to 2016. Among other qualifications, Mr. Rivera brings to the Board nearly two decades of senior leadership experience at some of the world’s most recognized hospitality and leisure companies. His proven track record in executive roles provides him with a deep understanding of consumer-driven businesses and complex, multi-site operations. In addition, Mr. Rivera possesses substantial expertise in real estate development, investment strategy, corporate finance, and accounting. These qualifications, combined with his demonstrated ability to lead and scale global enterprises, enable Mr. Rivera to offer the Board valuable strategic insight and operational perspective. |

  13. SUMMARY OF BOARD SKILLS AND EXPERIENCE

    | 24 | WELLTOWER • 2026 Proxy Statement |

  14. SUMMARY OF BOARD SKILLS AND EXPERIENCE

    | Johnese M. Spisso, Independent Director | | | Age 65 Director since: 2018 Committees: •Compensation (Chair) •Executive •Nominating/ Corporate Governance | Education •RN – St. Francis School of Nursing •BS – Health Science, Chapman College •MPA – University of San Francisco | | | Former Public Company Boards •Douglas Emmett, Inc. | | | Key Experience and Qualifications Ms. Spisso has served as the President of UCLA Health (an academic medical center), Chief Executive Officer of the UCLA Hospital System, and Associate Vice Chancellor of UCLA Health Sciences since 2016. Before assuming her positions at UCLA, she worked for 22 years at the University of Washington School of Medicine, including serving as Chief Health System Officer and Vice President, Medical Affairs for nine years. Among other qualifications, Ms. Spisso brings to the Board over 30 years of experience in large academic health system management, during which she has demonstrated exceptional strategic vision and operational leadership. Her extensive background in overseeing complex healthcare organizations, combined with her deep expertise in clinical operations, institutional governance, managing major capital expansion projects for hospitals and clinics, strategic financial planning, and health system growth, provides the Board with valuable insight into the healthcare industry. The Board believes that Ms. Spisso’s proven ability to lead large-scale academic medical institutions makes her exceptionally well-qualified to serve as a director. |

  15. SUMMARY OF BOARD SKILLS AND EXPERIENCE

    | Kathryn M. Sullivan, Independent Director | | | Age 70 Director since: 2019 Committees: •Audit (Chair) •Compensation •Executive | Education •BA – Accounting, University of Louisiana at Monroe •MBA – Louisiana State University | | | Former Public Company Boards •Hanger, Inc. | | | Key Experience and Qualifications Ms. Sullivan served as Chief Executive Officer of UnitedHealthcare Employer and Individual, Local Markets (a diversified healthcare company), which is an operating division of UnitedHealth Group, from March 2015 to 2018. From 2008 to 2015, she served as Chief Executive Officer of UnitedHealthcare, Central Region. Among other qualifications, Ms. Sullivan brings to the Board extensive executive leadership experience and deep expertise in the healthcare industry. Her tenure as a senior executive at one of the nation’s largest health benefits organizations provided her with comprehensive knowledge of health plan payor operations, strategic planning, and large-scale organizational management. This background enables her to offer valuable insights on matters relating to healthcare strategy, regulatory developments, and industry trends. The Board believes that Ms. Sullivan’s combination of operational expertise, industry knowledge, and executive leadership experience makes her well qualified to serve as a director. |

  16. SUMMARY OF BOARD SKILLS AND EXPERIENCE

    | WELLTOWER • 2026 Proxy Statement | 25 |

  17. SUMMARY OF BOARD SKILLS AND EXPERIENCE

    The form and amount of non-employee director compensation is determined by the Board upon the recommendation of the Compensation Committee. The Board’s overarching policy is to pay its non-employee directors appropriate and competitive compensation to ensure Welltower’s ability to attract and retain highly qualified directors in a manner consistent with recognized corporate governance best practices. Directors who are also employees do not receive additional compensation for their Board service. The Compensation Committee generally reviews non-employee director compensation on a bi-annual basis (most recently in December 2024, following which the Board approved changes for 2025), with its independent compensation consultant, which advises the Compensation Committee on the design and amount of compensation for non-employee directors. Any changes to the non-employee director compensation program are then recommended to the full Board for approval. For 2025, the Compensation Committee recommended, and the Board approved, an increase to director compensation aligned with the comparative benchmarking analysis undertaken by the Compensation Committee’s independent compensation consultant. The Board and Compensation Committee determined that it was appropriate and in the best interests of shareholders to approve an increase to the compensation paid to the Chair of the Board to reflect the importance of his role to our shareholders and his contributions to the Board and the Company. The Board considered that Mr. Bacon maintains a high degree of engagement and availability with our executive team throughout the year, including off-cycle on-site visits to the Company’s offices. Mr. Bacon’s devotion of time and continual interaction with the Company’s executives and broader leadership team regarding strategy and other high level matters, combined with his conviction in strong corporate governance as a growth driver, has been critical in the Company’s ongoing evolution. In light of the Company’s strategic endeavors and highly intensive transactional operations, the interactions amongst the Company’s leadership vis-à-vis its CEO and Chair of the Board, as well as that with fellow directors, are highly engaging and robust. For these outsized contributions, the Board believes Mr. Bacon’s compensation is appropriate. The cash fees paid during 2025 to our non-employee directors are greater than in prior years due in large part to additional Board and Compensation Committee meetings, which resulted in the Board developing and approving the 10-Year ECAP. During 2025, the independent members of our Board met seven times, the Executive Committee met one time, and the Compensation Committee met 18 times specifically in connection with the development of the 10-Year ECAP, a comprehensive process that is described below in “Compensation Discussion and Analysis—Our New Executive Compensation Framework.” Notably, Mr. Bacon participated in nearly every Compensation Committee meeting. The table below summarizes the compensation paid in 2025 to Welltower’s non-employee directors.

  18. 2025 Director Compensation Table

    2025 Director Compensation Table

  19. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(9) ($) | Total ($) | | Kenneth J. Bacon | 445,000(1) | 220,133 | 665,133 | | Karen B. DeSalvo | 158,000(2) | 220,133 | 378,133 | | Andrew Gundlach | 161,500(3) | 220,133 | 381,633 | | Dennis G. Lopez | 163,000(4) | 220,133 | 383,133 | | Ade J. Patton | 221,500(5) | 220,133 | 441,633 | | Sergio D. Rivera | 205,000(6) | 220,133 | 425,133 | | Johnese M. Spisso | 200,500(7) | 220,133 | 420,633 | | Kathryn M. Sullivan | 209,000(8) | 220,133 | 429,133 |

  20. 2025 Director Compensation Table

    (1)In addition to the annual $110,000 retainer for all non-employee directors, this amount includes $300,000 fee for serving as Chair of the Board, $7,500 fee for serving on the Executive Committee, $10,500 for attending additional Board meetings, and $17,000 for attending additional Compensation Committee meetings.

  21. 2025 Director Compensation Table

    | 26 | WELLTOWER • 2026 Proxy Statement |

  22. 2025 Director Compensation Table

    (2)In addition to the annual $110,000 retainer for all non-employee directors, this amount includes $20,000 fee for serving on the Investment Committee, $17,500 fee for serving on the Nominating/Corporate Governance Committee, and $10,500 for attending additional Board meetings. Dr. DeSalvo deferred 100% of her annual retainer and additional fees pursuant to the terms of the Welltower Inc. 2019 Nonqualified Deferred Compensation Plan. (3)In addition to the annual $110,000 retainer for all non-employee directors, this amount includes $22,500 fee for serving on the Audit Committee, $20,000 fee for serving on the Investment Committee, and $9,000 for attending additional Board meetings. Mr. Gundlach, in lieu of cash, elected to receive his annual retainer and additional fees in the form of LTIP units. (4)In addition to the annual $110,000 retainer for all non-employee directors, this amount includes $22,500 fee for serving on the Audit Committee, $20,000 fee for serving on the Investment Committee, and $10,500 for attending additional Board meetings. Mr. Lopez, in lieu of cash, elected to receive his annual retainer and additional fees in the form of deferred stock units. (5)In addition to the annual $110,000 retainer for all non-employee directors, this amount includes $22,500 fee for serving on the Audit Committee, $20,000 fee for serving on the Compensation Committee, $7,500 fee for serving on the Executive Committee, $35,000 fee for serving as Chair of the Nominating/Corporate Governance Committee, $10,500 for attending additional Board meetings, and $16,000 for attending additional Compensation Committee meetings. (6)In addition to the annual $110,000 retainer for all non-employee directors, this amount includes $40,000 fee for serving as Chair of the Investment Committee, $20,000 fee for serving on the Compensation Committee, $7,500 fee for serving on the Executive Committee, $10,500 for attending additional Board meetings, and $17,000 for attending additional Compensation Committee meetings. (7)In addition to the annual $110,000 retainer for all non-employee directors, this amount includes $40,000 fee for serving as Chair of the Compensation Committee, $17,500 fee for serving on the Nominating/Corporate Governance Committee, $7,500 fee for serving on the Executive Committee, $10,500 for attending additional Board meetings, and $15,000 for attending additional Compensation Committee meetings. (8)In addition to the annual $110,000 retainer for all non-employee directors, this amount includes $45,000 fee for serving as Chair of the Audit Committee, $7,500 fee for serving on the Executive Committee, $20,000 fee for serving on the Compensation Committee, $10,500 for attending additional Board meetings, and $16,000 for attending additional Compensation Committee meetings. (9)Amounts set forth in this column represent the grant date fair value calculated in accordance with FASB ASC Topic 718 for the annual grant of deferred stock units granted to the non-employee directors on February 28, 2025 based on the closing price of $153.51. For Mr. Lopez, who elected to receive his cash fees in the form of additional deferred stock units, the grant date fair value was calculated in the same manner. For Mr. Gundlach, who elected to receive his cash fees in the form of LTIP Units, the grant date fair value for such LTIP Units granted in lieu of cash was calculated in accordance with FASB ASC Topic 718 on February 28, 2025 based on the closing price of $153.51. Consistent with SEC rules, such elections to receive deferred stock units or LTIP Units in lieu of cash fees have not been reported in this column since they have been reported as “Fees Earned or Paid in Cash.” As of December 31, 2025, (a) each of Dr. DeSalvo, Mr. Rivera, and Ms. Spisso held an aggregate of 1,434 unvested restricted stock units, (b) Mr. Bacon held an aggregate of 6,218 LTIP Units that had not yet been converted into shares of common stock, (c) Mr. Gundlach held an aggregate of 3,755 LTIP Units that had not yet been converted into shares of common stock, (d) Mr. Patton held an aggregate of 1,434 LTIP Units that had not yet been converted into shares of common stock, (e) Mr. Lopez held an aggregate of 16,675 deferred stock units that had not yet been converted into shares of common stock, and (f) Ms. Sullivan held an aggregate of 11,083 LTIP Units that had not yet been converted into shares of common stock. The compensation program for non-employee directors for the 2025 calendar year consisted of: Cash Compensation

  23. 2025 Director Compensation Table

    | Type of fee | | 2025 | | Annual retainer for all directors | | $110,000 | | Annual Chair of the Board fee | | $300,000 | | Annual Committee Chair fees: | | | | | •Audit | $45,000 | | | •Compensation, Investment | $40,000 | | | •Nominating/Corporate Governance | $35,000 | | Annual Committee member fees: | | | | | •Audit | $22,500 | | | •Compensation, Investment | $20,000 | | | •Nominating/Corporate Governance | $17,500 | | Annual Fee for non-employee members of the Executive Committee | | $7,500 | | Per meeting fee for each Board meeting in excess of eight per year | | $1,500 | | Per meeting fee for each committee meeting in excess of eight per year | | $1,000 |

  24. 2025 Director Compensation Table

    Non-employee directors may elect to receive their cash compensation in the form of shares of Welltower common stock or Welltower OP LLC LTIP Units (“LTIP Units”). See “Compensation Discussion and Analysis” beginning on page 35 for a description of LTIP Units. Equity Compensation Non-employee directors each received grants of deferred stock units with a value of approximately $220,000 pursuant to the Amended and Restated 2022 Long-Term Incentive Plan. The grants, made on February 28, 2025, had a value of $220,000 in accordance with Welltower’s standard equity granting practice for non-employee directors. Generally subject to continued service, the deferred stock units granted in 2025 will be settled in shares of Welltower common stock on the first anniversary of the date of grant. Recipients of deferred

  25. 2025 Director Compensation Table

    | WELLTOWER • 2026 Proxy Statement | 27 |

  26. 2025 Director Compensation Table

    stock units also receive dividend equivalent rights entitling them to a cash payment from Welltower in an amount equal to any dividends paid on shares of Welltower’s common stock as and when such common stock is issued. Non-employee directors were given the choice of taking the grant of deferred stock units in the form of shares of Welltower’s common stock or LTIP Units. If they chose deferred stock units, they were also given the choice of taking the corresponding dividend equivalent rights in the form of either cash or additional shares of Welltower common stock. Deferred Compensation The non-employee directors are eligible to participate in the Welltower Inc. 2019 Nonqualified Deferred Compensation Plan. A non-employee director may elect to defer up to 100% of his or her cash compensation (including any fees payable for serving as the Chair of the Board or for service on a Board committee and meeting fees). Participants are 100% vested in these deferrals. Non-employee directors may also elect to defer the receipt of any compensation and have that deferred compensation paid in shares of Welltower’s common stock until their retirement from the Board or in three, five, or ten annual installments beginning at a future date. To the extent payable in shares of Welltower’s common stock at a later date, directors may elect to receive their dividend equivalent rights on a current, non-deferred basis (at the same time dividends are paid to Welltower’s shareholders) in the form of cash.

  27. 2025 Director Compensation Table

    | 28 | WELLTOWER • 2026 Proxy Statement |

  28. 2025 Director Compensation Table

    | DIRECTOR EQUITY OWNERSHIP GUIDELINES | | Each non-employee director is required, within five years of joining the Board, to own an amount of Welltower’s equity securities with a fair market value of at least five times his or her annual cash retainer. All shares of Welltower’s common stock beneficially owned by the non-employee director will count towards these ownership requirements, as well as deferred stock units, LTIP Units, and Class A Common Units of Welltower OP LLC (“OP Units”). For purposes of this policy, OP Units and LTIP Units are valued at 100% and 80% of the value of a share of Welltower’s common stock, respectively. |

  29. 2025 Director Compensation Table

    The chart below shows current equity ownership of non-employee directors standing for re-election in comparison to the required ownership under Welltower’s director equity ownership guidelines:

  30. 2025 Director Compensation Table

    | | Minimum Equity Ownership Requirement(1) | | | Multiple of Annual Cash Retainer(2) | | 5x Annual Cash Retainer Directors |

  31. 2025 Director Compensation Table

    (1)Line in chart represents minimum equity ownership requirement. (2)Based on the closing stock price on December 31, 2025 of $185.61, as reported by the NYSE. (3)Director is within five-year period from date of joining the Board.

  32. 2025 Director Compensation Table

    | WELLTOWER • 2026 Proxy Statement | 29 |

  33. Legacy Compensation Elements and Results

    *On January 1, 2026, each NEO’s annual base salary was reduced to $110,000, and is expected to remain fixed at that amount until no earlier than December 31, 2035. Legacy Annual Incentives Our 2025 annual incentive awards were designed to reward our NEOs for achieving prescribed performance objectives tied to our annual business plan and individual performance objectives. A range of opportunities was established for each NEO at the beginning of the 2025 performance period, expressed as percentages of base salary and corresponding to three levels of performance (threshold, target, and high) on different performance metrics or categories. In each case, threshold performance will lead to a 50% payout, target performance will lead to a 100% payout, and high performance will lead to a 200% payout.

  34. Legacy Compensation Elements and Results

    | As discussed under the heading “10-Year ECAP: Alignment with Philosophy and Principles” above, as of January 1, 2026, the NEOs are ineligible to participate in any annual incentive program during the pendency of the 10-Year ECAP (through December 31, 2035), other than receiving payment of their earned 2025 annual bonuses. |

  35. Legacy Compensation Elements and Results

    Legacy Annual Incentive Payments The table below shows the annual incentive payouts for each NEO based on the achievement described above for the corporate and individual performance measures, and the Compensation Committee approved such payouts at its February 13, 2026 meeting. The performance on the corporate and individual measures resulted in the above-target payouts below.

  36. Legacy Compensation Elements and Results

    | | 2025 Annual Incentive Opportunity | | | Corporate Performance | | | 2025 Annual Incentive Bonus | | | | | Threshold | Target | High | Normalized FFO per Diluted Share | Adjusted Fixed Charge Coverage | Sustainability Measure | Individual Performance | % Payout (as a % of target) | Amount | | Shankh Mitra | $1,625,000 | $3,250,000 | $6,500,000 | $3,250,000 | $975,000 | $650,000 | $1,625,000 | 200% | $6,500,000 | | Timothy G. McHugh | 612,500 | 1,225,000 | 2,450,000 | 1,225,000 | 367,500 | 245,000 | 612,500 | 200% | 2,450,000 | | Nikhil Chaudhri | 700,000 | 1,400,000 | 2,800,000 | 1,400,000 | 420,000 | 280,000 | 700,000 | 200% | 2,800,000 | | John F. Burkart | 568,750 | 1,137,500 | 2,275,000 | 1,137,500 | 341,250 | 227,500 | 568,750 | 200% | 2,275,000 | | Matthew G. McQueen | 468,750 | 937,500 | 1,875,000 | 937,500 | 281,250 | 187,500 | 468,750 | 200% | 1,875,000 |

  37. Legacy Compensation Elements and Results

    Legacy Long-Term Equity Incentive Program Prior to the adoption of the 10-Year ECAP in October 2025, each of the NEOs received ordinary course, annual long-term equity incentive awards under the 2022 Plan, which were granted pursuant to annual long-term incentive programs that Welltower adopted each year. Consistent with this practice, in early 2025, Welltower adopted the 2025-2027 Long-Term Incentive Program (“2025-2027 LTIP”), under which the NEOs received their 2025 annual long-term equity incentive awards 100% in the form of performance stock units (“PSUs”) with a three-year performance period. The elimination of time-based only vesting awards under the 2025-2027 LTIP was a change from prior long-term incentive programs made as a result of shareholder engagement efforts undertaken in 2024 and highly supported by shareholders. In connection with the adoption of the 10-Year ECAP, and as part of their consideration of the accounting implications of the 10-Year ECAP and prior executive compensation programs, the Board approved a global amendment to certain outstanding PSUs previously granted to our NEOs (specifically, those PSUs granted to the NEOs in 2024 and 2025 under the 2024-2026 Long-Term Incentive Program (“2024-2026 LTIP”) and the 2025-2027 LTIP, respectively), waiving only the continued service-based vesting conditions with respect to such PSUs (which will continue to be subject to all applicable performance and/or market conditions, and will only be earned if the applicable performance and/or market conditions are achieved). Except as expressly provided by such amendment, all equity or equity-based awards held by our NEOs and outstanding as of the adoption of the 10-Year ECAP remain in effect in accordance with their terms, including being subject to the performance and/or market conditions associated with such awards. PSUs Under the 2025-2027 LTIP (the “2025 PSUs”) The Compensation Committee set two metrics for the 2025 PSUs: Welltower’s relative TSR for the three-year forward-looking performance period ending December 31, 2027 (the “TSR-Based LTIP Component”); and Welltower’s performance against the (Net Debt + Preferred)/Annualized Adjusted EBITDA measure. The relative TSR-Based LTIP Component constitutes 80% of the 2025 PSUs. The Compensation Committee selected the relative TSR performance metric because it allows shareholders to evaluate Welltower’s performance in comparison to its peers. The 80% TSR-Based LTIP Component is further refined by assessing Welltower’s relative performance against two independent, widely used REIT indexes: half of the TSR-Based LTIP Component will be measured against the FTSE NAREIT Equity Health Care REIT Index and half will be measured against the MSCI US REIT Gross Total Return Index (the “MSCI US REIT Index”). A relative metric also mitigates the impact of broad market trends that do not reflect Welltower’s actual performance. The Compensation Committee set the target performance goal for the 2025-2027 TSR-Based LTIP Component at 1% above the TSR of the relevant index, the threshold performance goal at 6% below the TSR of the relevant index, and the high performance goal at 6% above the TSR of the relevant index. The remaining 20% of the 2025 PSUs is subject to Welltower’s performance against the (Net Debt + Preferred)/Annualized Adjusted EBITDA measure, with a threshold payout level met at a (Net Debt + Preferred)/Annualized Adjusted EBITDA ratio of 5.50x, target met at a ratio of 5.00x, and a “high” payout level met at a ratio at or below 4.50x. This measure can also be satisfied based on the attainment of a credit rating by S&P Global Ratings or Moody’s Investors Service, Inc. of “A-” or “A3,” respectively, as of December 31, 2027. The (Net Debt + Preferred)/Annualized Adjusted EBITDA measure is included in the program to emphasize the

  38. Legacy Compensation Elements and Results

    importance of Welltower’s balance sheet and leverage strategy and to create an incentive to keep Welltower’s long-term indebtedness at a reasonable range of leverage. The Compensation Committee believes it is important that Welltower does not compromise the strength of its balance sheet to grow other areas of the business. For this measure, the Compensation Committee set the target in line with Welltower’s strategic goals. For relative TSR measures, reaching the threshold, target, or high achievement levels would result in a payout of 18%, 100%, or 400%, respectively, of the target award opportunity. For the (Net Debt + Preferred)/Annualized Adjusted EBITDA measure, reaching the threshold, target, or high achievement levels would result in a payout of 50%, 100%, or 200%, respectively, of the target award opportunity (with satisfaction of the above-described credit rating goal equaling high achievement level). Payout amounts between levels will be interpolated, and there will be no payout for metrics with outcomes below the threshold achievement levels. The 2025 PSUs have a stock price cap of $225, meaning that the maximum number of 2025 PSUs subject to relative TSR measures that may be earned will be capped at the number of 2025 PSUs subject to relative TSR measures that would be earned as a result of the achievement of the applicable performance goals described above and the quotient of $225, over the price per share of Welltower common stock as of the end of the performance period. The PSUs were granted subject to a four-year vesting period, consisting of the three-year performance period followed by an additional one-year service-based vesting requirement. Following vesting, any shares delivered upon settlement of the PSUs are subject to a one-year holding period. As disclosed above, in connection with the adoption of the 10-Year ECAP, the service-based vesting conditions applicable to the PSUs were waived. The PSUs will continue to be subject to all applicable performance and/or market conditions, and, if the applicable performance and/or market conditions are achieved, the one-year holding period from the end of the performance period. 2025-2027 LTIP Award Opportunities In January 2025, the Compensation Committee, in consultation with its independent consultant, approved the target 2025-2027 LTIP opportunities for the NEOs as set forth in the table below. These award opportunities reflect the Compensation Committee’s assessment of compensation data for peers with substantially similar roles and responsibilities provided by the consultant, each NEO’s relative duties and responsibilities, each NEO’s impact on Welltower’s results, and the inherent risk by tying 100% of these award opportunities to rigorous performance objectives. The table below shows the grant date target value of the 2025 equity incentive awards, and the 2025 Grants of Plan Based Awards table on page 66 shows the grant date fair value based on a Monte Carlo valuation model in accordance with FASB ASC Topic 718.

  39. Legacy Compensation Elements and Results

    NEOs who earn PSUs also receive dividend equivalent rights entitling them to a cash payment from Welltower in an amount equal to any dividends paid on Welltower’s common stock as and when such PSUs vest. Welltower OP LLC Profits Interest Program In January 2023, Welltower adopted a new program common among its peers and the broader REIT industry, providing for grants of equity incentive awards based on separate classes of units of membership interests in Welltower OP, referred to as “LTIP Units” and “Option Units.” Both LTIP Units and Option Units are structured as “profits interests” for United States federal income tax purposes. More information about the LTIP Units and Option Units can be found in Welltower’s 2023 proxy statement.

  40. Legacy Compensation Elements and Results

    In January 2025, in connection with the January 2, 2025 awards to the NEOs under the 2025-2027 LTIP, each of Messrs. Mitra, McHugh, Chaudhri, Burkart, and McQueen were given the choice to, and each elected to, receive, on a one-for-one basis, his award of PSUs under the 2025-2027 LTIP in the form of Welltower OP LTIP Units. All such awarded LTIP Units were granted subject to the same vesting and other terms and conditions as those that applied to the original awards under the 2025-2027 LTIP. Welltower OP did not grant awards to the NEOs in 2025 apart from (a) the 10-Year LTIP Awards and, (b) as described in the immediately preceding paragraphs, the awards made to each NEO in lieu of a stock award that would otherwise have been granted under the 2025-2027 LTIP. Status of LTIP Award Programs The graphic below summarizes the performance periods and outcome, or projected outcome, of Welltower’s LTIP awards granted from 2018 to 2025. (1) The performance period for these awards remains open and the payout percentage has not been determined. Welltower makes no prediction as to the future performance of Welltower’s stock. 2023-2025 LTIP Award Results This forward-looking program covered the three-year performance period ended December 31, 2025. The Compensation Committee established goals in early 2023 for the three measures described below based on Welltower’s internal projections. The components of the three-year program were consistent with Welltower’s long-term strategic objectives. Based on performance relative to these goals and the applicable weightings, the 2023–2025 Long-Term Incentive Program (“2023–2025 LTIP”) resulted in a payout of 280% of target.

  41. Ratio of Net Debt Plus Preferred Stock to Annualized Adjusted EBITDA

    | | Threshold (#) | Target (#) | High (#) | Value of Earned Award ($)(1) | Restricted Shares (#)(2) | DER Accrual Payout ($)(3) | | Shankh Mitra | 24,819 | 82,723 | 231,624 | 40,781,695 | 193,535 | 1,513,444 | | Timothy G. McHugh | 9,651 | 32,170 | 90,076 | 15,859,630 | 75,264 | 588,564 | | Nikhil Chaudhri | 2,759 | 9,193 | 25,740 | 4,532,166 | 21,508 | 168,193 | | John F. Burkart | 8,274 | 27,575 | 77,210 | 13,594,390 | 64,514 | 504,499 | | Matthew G. McQueen | 4,689 | 15,625 | 43,750 | 7,703,080 | 36,556 | 285,868 | | (1) Value reported is based on a per share closing price of $210.72 on February 13, 2026, the date the Compensation Committee distributed the earned award. The shares issued in settlement of the award vested immediately. | | | | | | | | (2) These awards were earned at the “high” achievement level; however, payout was subject to a $150 per unit stock price cap. Because Welltower’s stock price exceeded $150 at the time of settlement, the number of units delivered was reduced from the “high” level. | | | | | | | | (3) Represents accrued dividend equivalent right payments for the shares actually earned. | | | | | | |

  42. Ratio of Net Debt Plus Preferred Stock to Annualized Adjusted EBITDA

    | | Year Granted | Value of Earned Award ($)(1) | Restricted Shares (#) | DER Accrual Payout ($)(2) | | Shankh Mitra | 2022 | 58,313,599 | 276,735 | 2,839,301 | | Timothy G. McHugh | 2022 | 27,674,279 | 131,332 | 1,347,466 | | Nikhil Chaudhri | 2024 | 4,343,782 | 20,614 | 98,329 | | | 2022 | 13,837,140 | 65,666 | 673,733 | | John F. Burkart | 2022 | 27,674,279 | 131,332 | 1,347,466 | | Matthew G. McQueen | 2022 | 7,906,847 | 37,523 | 384,986 | | (1) Value reported is based on a per share closing price of $210.72 on February 13, 2026, the date the Compensation Committee distributed the earned award. The shares issued in settlement of the award vested immediately. | | | | | | (2) Represents accrued dividend equivalent right payments for the shares actually earned. | | | | |

  43. Compensation Peer Group

    Compensation Peer Group Every year the Compensation Committee conducts a comprehensive evaluation of our executive compensation programs relative to a relevant peer group of comparable REITs. When evaluating the peers, the Compensation Committee examines companies similar in size, business model, geographic footprint, regulatory environment, competitive dynamics, and/or other considerations. This competitive review has historically been one of the chief elements the Compensation Committee considered in making compensation decisions. In consultation with FPC, the Compensation Committee did not make any changes to our peer group for 2025. Across the equity-based public REIT industry, we were the largest by market capitalization and the third largest REIT measured by enterprise value as of December 31, 2025. The other companies in the peer group are generally similar in size to Welltower and share a similar business model, geographic footprint, regulatory environment, and/or competitive dynamics. The peer group represents the businesses with which we currently compete most regularly for executive talent and also includes our principal business competitors. While we are a publicly traded REIT and we generally select other publicly traded REITs to compose the peer group, it is important to acknowledge that we do not only compete for talent with our peers in the REIT industry, but with many other firms, including investment banking, private equity, technology firms, and other S&P 500 companies, and the Compensation Committee considers the compensation practices of these other industries. In particular, in designing and implementing the 10-Year ECAP, the Compensation Committee and the independent members of the Board considered the full range of firms with which we compete for talent.

  44. Compensation Peer Group

    | WELLTOWER • 2026 Proxy Statement | 61 |

  45. Compensation Peer Group

    | Market Capitalization ($B) vs. Peer Group | | | | Peer | Industry | Market Capitalization | | Welltower Inc. (WELL) | Healthcare | $129.3 | | Prologis, Inc. (PLD) | Industrial | 118.6 | | HCA Healthcare, Inc. (HCA) | Health Care Facilities | 104.9 | | Apollo Global Management, Inc. (APO) | Asset Management | 83.8 | | American Tower Corporation (AMT) | Specialty | 81.9 | | Equinix, Inc. (EQIX) | Data Center | 75.3 | | Simon Property Group, Inc. (SPG) | Regional Mall | 60.2 | | Digital Realty Trust, Inc. (DLR) | Data Center | 53.2 | | Realty Income Corporation (O) | Other Retail | 52.6 | | CBRE Group, Inc. (CBRE) | Diversified | 47.6 | | Public Storage (PSA) | Self-Storage | 45.5 | | Ventas, Inc. (VTR) | Healthcare | 36.7 | | AvalonBay Communities, Inc. (AVB) | Multifamily | 25.4 | | Equity Residential (EQR) | Multifamily | 23.8 | | The Carlyle Group Inc. (CG) | Asset Management | 21.1 | | Host Hotels & Resorts, Inc. (HST) | Hotel | 12.2 | | Healthpeak Properties, Inc. (DOC) | Healthcare | 11.2 | | BXP, Inc. (BXP) | Office | 10.7 |

  46. Compensation Peer Group

    Source: KeyBanc, data as of December 31, 2025. The Compensation Committee believes that market data plays an important role in the design and implementation of its compensation programs. The Compensation Committee considers multiple factors and types of internal and external data in making both individual and plan-level compensation decisions. The Compensation Committee examines market data as one piece of input into determining appropriate levels of pay along with a variety of additional qualitative factors, as noted below. In connection with Welltower’s legacy executive compensation program and prior to the adoption of the 10-Year ECAP, in early 2025, the Compensation Committee reviewed the total target compensation (base salary, target cash bonus, and target equity awards) of our NEOs, including our CEO, evaluated their performance, and adjusted their compensation to recognize their achievements and effectiveness as leaders and to better align their compensation with that of their peers.

  47. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The table below presents the total compensation of the NEOs for each indicated year.

  48. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(2)(3) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(4) (5) | Total Compensation ($) | | Shankh Mitra | 2025 | 1,300,000 | 813,178,818 | 6,500,000 | 111,537 | 821,090,355 | | Chief Executive Officer | 2024 | 1,200,000 | 13,532,489 | 5,369,463 | 98,872 | 20,200,824 | | | 2023 | 1,200,000 | 11,653,191 | 4,320,000 | 77,172 | 17,250,363 | | Timothy G. McHugh | 2025 | 700,000 | 163,753,640 | 2,450,000 | 51,500 | 166,955,140 | | Co-President and Chief Financial Officer | 2024 | 695,000 | 4,403,960 | 2,073,209 | 51,250 | 7,223,419 | | | 2023 | 695,000 | 4,531,805 | 1,668,000 | 25,500 | 6,920,305 | | Nikhil Chaudhri(1) | 2025 | 700,000 | 182,258,595 | 2,800,000 | 51,850 | 185,810,445 | | Co-President and Chief Investment Officer | 2024 | 625,000 | 2,838,491 | 1,864,397 | 41,250 | 5,369,138 | | John F. Burkart | 2025 | 650,000 | 97,264,200 | 2,275,000 | 51,500 | 100,240,700 | | Vice Chairman and Chief Operating Officer | 2024 | 625,000 | 3,509,268 | 1,864,397 | 36,250 | 6,034,915 | | | 2023 | 625,000 | 3,905,003 | 1,485,938 | 29,500 | 6,045,441 | | Matthew G. McQueen | 2025 | 625,000 | 90,906,797 | 1,875,000 | 51,500 | 93,458,297 | | Chief Legal Officer and General Counsel | 2024 | 595,000 | 2,205,463 | 1,479,088 | 162,698 | 4,442,249 | | | 2023 | 595,000 | 2,201,150 | 1,190,000 | 16,500 | 4,002,650 |

  49. SUMMARY COMPENSATION TABLE

    (1)No 2023 compensation information is provided for Mr. Chaudhri since he was not a NEO during that year. (2)Amounts shown in the Stock Awards column for 2025 do not reflect the actual value (if any) that has or may be received by the NEOs for the respective awards. With respect to the PSUs granted under the 2025-2027 LTIP, amounts shown represent the grant date fair value based on the probable outcome of the applicable performance conditions as of the grant date. The maximum potential value of the PSUs under the 2025-2027 LTIP for our NEOs are as follows: (a) Mr. Mitra: $27,244,813; (b) Mr. McHugh: $8,256,229; (c) Mr. Chaudhri: $8,668,957; (d) Mr. Burkart: $7,430,773; (e) Mr. McQueen: $5,366,496. Unlike amounts shown in the Stock Awards column for prior years, the 10-Year ECAP is intended to be the only form of compensation (other than a $110,000 annual base salary) that will be provided to our NEOs over its duration. In other words, the amounts shown under the 10-Year ECAP column, below, represent ten years of each NEO’s compensation. Accordingly, in future fiscal years, we expect the Summary Compensation Table to include only a $110,000 annual base salary and any amounts related to “All Other Compensation.” In the Summary Compensation Table for each of fiscal 2026, 2027, 2028, 2029, and 2030, assuming that “All Other Compensation” remains the same as in fiscal 2025, we expect that Mr. Mitra’s Total Compensation for each such fiscal year would be $221,537. In meaningful part, the amounts shown in the Stock Awards column for 2025 relate to the 10-Year LTIP Awards granted under the 10-Year ECAP (as described in greater detail in “Compensation Discussion and Analysis—Executive Compensation Philosophy, Principles, and Elements—10-Year ECAP: Alignment with Philosophy and Principles” starting on page 41), which we are required to include in the Summary Compensation Table under SEC rules even though these awards are subject to significant restrictions on transferability and redemption through at least October 2030. The table below describes which amounts shown in this column for 2025 relate to (a) PSUs under the 2025-2027 LTIP, versus (b) the 10-Year ECAP, discussed in “Compensation Discussion and Analysis—Executive Compensation Philosophy, Principles, and Elements—10-Year ECAP: Alignment with Philosophy and Principles” starting on page 42.

  50. SUMMARY COMPENSATION TABLE

    | | 2025-2027 LTIP | 10-Year ECAP | | 2025 SCT Stock Awards | | 2025 SCT Total | | | | PSUs | Time Based | Performance Based | Including 10-Year LTIP Awards | Excluding 10-Year LTIP Awards | Including 10-Year LTIP Awards | Excluding 10-Year LTIP Awards | | | Target ($) | ($) | Target ($) | ($) | ($) | ($) | ($) | | Shankh Mitra | 24,052,184 | 376,148,799 | 412,977,835 | 813,178,818 | 24,052,184 | 821,090,355 | 31,963,721 | | Timothy G. McHugh | 7,288,707 | 74,581,308 | 81,883,625 | 163,753,640 | 7,288,707 | 166,955,140 | 10,490,207 | | Nikhil Chaudhri | 7,653,071 | 83,228,287 | 91,377,237 | 182,258,595 | 7,653,071 | 185,810,445 | 11,204,921 | | John F. Burkart | 6,559,979 | 43,235,499 | 47,468,722 | 97,264,200 | 6,559,979 | 100,240,700 | 9,536,479 | | Matthew G. McQueen | 4,737,643 | 41,073,793 | 45,095,361 | 90,906,797 | 4,737,643 | 93,458,297 | 7,289,143 |

  51. SUMMARY COMPENSATION TABLE

    | WELLTOWER • 2026 Proxy Statement | 65 |

  52. SUMMARY COMPENSATION TABLE

    Summary Compensation Table (3)For valuation assumptions, refer to Note 15 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. For the PSUs granted under the 2025-2027 LTIP, also refer to the relevant section within the “Compensation Discussion and Analysis—Executive Compensation Philosophy, Principles, and Elements—Legacy Compensation Elements and Results.” (4)Certain amounts in the “All Other Compensation” column have been restated to include the car allowance that Mr. Mitra earned in the amount of $50,472 for both 2022 and 2023 despite not paid until 2024. (5)“All Other Compensation” for 2025 includes the following:

  53. SUMMARY COMPENSATION TABLE

    | Name | Welltower Contribution to 401(k) Plan ($) | Car Allowance ($)(a) | Executive Wellness Reimbursement ($) | Executive Physical ($) | Total ($) | | Shankh Mitra | 17,500 | 50,472 | 17,550 | 26,015 | 111,537 | | Timothy G. McHugh | 17,500 | — | 15,000 | 19,000 | 51,500 | | Nikhil Chaudhri | 17,500 | — | 15,350 | 19,000 | 51,850 | | John F. Burkart | 17,500 | — | 15,000 | 19,000 | 51,500 | | Matthew G. McQueen | 17,500 | — | 15,000 | 19,000 | 51,500 |

  54. SUMMARY COMPENSATION TABLE

    (a)This amount represents the car allowance received by Mr. Mitra in 2025. The value of the car allowance was measured by the estimated monthly lease cost of the vehicle used by Mr. Mitra.

  55. 2025 GRANTS OF PLAN-BASED AWARDS TABLE

    2025 GRANTS OF PLAN-BASED AWARDS TABLE The table below provides information regarding grants of awards to the NEOs under Welltower’s long-term incentive plans.

  56. 2025 GRANTS OF PLAN-BASED AWARDS TABLE

    | | | Estimated Future Payments Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payments Under Equity Incentive Plan Awards | | | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | High (#) | Stock Awards: Number of Shares of Stock or Units (#) | Option Awards: Number of Shares of Stock Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Shankh Mitra | — | 1,625,000 | 3,250,000 | 6,500,000 | | | | | | | | | | 1/2/2025(2) | | | | 32,215 | 132,023 | 475,282 | | | | 24,052,184 | | | 10/30/2025(3) | | | | | | | 2,485,146 | | | 376,148,799 | | | 10/30/2025(4) | | | | — | 2,485,146 | 6,212,866 | | | | 412,977,835 | | Timothy G. McHugh | — | 612,500 | 1,225,000 | 2,450,000 | | | | | | | | | | 1/2/2025(2) | | | | 9,763 | 40,008 | 144,028 | | | | 7,288,707 | | | 10/30/2025(3) | | | | | | | 492,745 | | | 74,581,308 | | | 10/30/2025(4) | | | | — | 492,745 | 1,231,861 | | | | 81,883,625 | | Nikhil Chaudhri | — | 700,000 | 1,400,000 | 2,800,000 | | | | | | | | | | 1/2/2025(2) | | | | 10,251 | 42,008 | 151,228 | | | | 7,653,071 | | | 10/30/2025(3) | | | | | | | 549,874 | | | 83,228,287 | | | 10/30/2025(4) | | | | — | 549,874 | 1,374,686 | | | | 91,377,237 | | John F. Burkart | — | 568,750 | 1,137,500 | 2,275,000 | | | | | | | | | | 1/2/2025(2) | | | | 8,787 | 36,008 | 129,628 | | | | 6,559,979 | | | 10/30/2025(3) | | | | | | | 285,649 | | | 43,235,499 | | | 10/30/2025(4) | | | | — | 285,649 | 714,122 | | | | 47,468,722 | | Matthew G. McQueen | — | 468,750 | 937,500 | 1,875,000 | | | | | | | | | | 1/2/2025(2) | | | | 6,347 | 26,005 | 93,618 | | | | 4,737,643 | | | 10/30/2025(3) | | | | | | | 271,367 | | | 41,073,793 | | | 10/30/2025(4) | | | | — | 271,367 | 678,416 | | | | 45,095,361 |

  57. 2025 GRANTS OF PLAN-BASED AWARDS TABLE

    (1)Represents annual incentive program earnings opportunity for 2025. The actual amount earned by each NEO under the annual incentive program in 2025 was paid in 2026 and is shown in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. (2)Represents long-term incentive earnings opportunity for performance under the 2025-2027 LTIP. The performance measures under this program will be evaluated in early 2028 after the close of the performance period on December 31, 2027. Any performance awards that are earned following such evaluation will be settled in LTIP Units (subject to earlier evaluation in connection with a change in corporate control or a qualified termination of employment). Refer to the “Compensation Discussion

  58. 2025 GRANTS OF PLAN-BASED AWARDS TABLE

    | 66 | WELLTOWER • 2026 Proxy Statement |

  59. 2025 GRANTS OF PLAN-BASED AWARDS TABLE

    2025 Grants of Plan-Based Awards Table and Analysis—Executive Compensation Philosophy, Principles, and Elements—Legacy Compensation Elements and Results” section for further information regarding the 2025-2027 LTIP. (3)Represents time-based LTIP Units granted under the 10-Year ECAP on October 30, 2025. The LTIP Units are redeemable for shares of Welltower’s common stock in 60 monthly installments beginning in October 2030. See page 42 for additional information regarding the 10-Year ECAP. (4)Represents performance-based LTIP Units granted under the 10-Year ECAP. The performance measures under this program will be evaluated in late 2030 after the close of the performance period on October 5, 2030 (subject to earlier evaluation in connection with a change in corporate control or a qualified termination of employment). Any LTIP Units that are earned following such evaluation are redeemable for shares of Welltower’s common stock in 60 monthly installments beginning in October 2030. See page 42 for additional information regarding the 10-Year ECAP.

  60. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE The table below provides information regarding outstanding equity-based awards granted to the NEOs under Welltower’s long-term incentive plans that were outstanding as of December 31, 2025.

  61. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | | | Stock Awards | | | | | | | | | Name | Grant Date | # of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: # of Unearned Shares, Units or Other Rights That Have Not Yet Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Yet Vested ($) | # of Shares of Stock Underlying Unexercised Options Exercisable (#) | # of Shares of Stock Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($/Sh) | Option Expiration Date | | Shankh Mitra | 10/30/25 | 2,485,146 | 461,267,949(1) | | | | | | | | | 1/24/24 | 22,647 | 4,203,510(2) | | | | | | | | | 2/23/23 | 193,535 | 35,922,031(3) | | | | | | | | | 2/23/23 | 17,726 | 3,290,123(4) | | | | | | | | | 1/17/22 | 276,735 | 51,364,783(5) | | | | | | | | | 1/12/22 | 32,174 | 3,196,165(6) | | | | | | | | | 12/13/21 | 61,546 | 6,289,386(7) | | | | | | | | | 10/30/25 | | | 2,485,146 | 461,267,949(8) | | | | | | | 1/2/25 | | | 475,282 | 88,217,092(9) | | | | | | | 2/29/24 | | | 25,464 | 4,726,373(10) | | | | | | | 1/24/24 | | | 217,158 | 40,306,696(10) | | | | | | | 2/16/21 | | | | | 25,616(11) | — | 67.17 | 2/16/31 | | Timothy G. McHugh | 10/30/25 | 492,745 | 91,458,399(1) | | | | | | | | | 1/24/24 | 8,808 | 1,634,853(2) | | | | | | | | | 2/23/23 | 75,264 | 13,969,751(3) | | | | | | | | | 2/23/23 | 6,894 | 1,279,595(4) | | | | | | | | | 1/17/22 | 131,332 | 24,376,533(5) | | | | | | | | | 1/12/22 | 2,064 | 383,099(12) | | | | | | | | | 1/12/22 | 4,171 | 414,347(6) | | | | | | | | | 12/13/21 | 30,773 | 3,144,693(7) | | | | | | | | | 10/30/25 | | | 492,745 | 91,458,399(8) | | | | | | | 1/2/25 | | | 144,028 | 26,733,037(9) | | | | | | | 1/24/24 | | | 77,186 | 14,326,493(10) | | | | | | | 2/16/21 | | | | | 5,071(11) | — | 67.17 | 2/16/31 |

  62. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

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  63. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | | | Stock Awards | | | | | | | | | Name | Grant Date | # of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: # of Unearned Shares, Units or Other Rights That Have Not Yet Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Yet Vested ($) | # of Shares of Stock Underlying Unexercised Options Exercisable (#) | # of Shares of Stock Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($/Sh) | Option Expiration Date | | Nikhil Chaudhri | 10/30/25 | 549,874 | 102,062,113(1) | | | | | | | | | 4/8/24 | 20,614 | 3,826,165(5) | | | | | | | | | 4/8/24 | 5,029 | 473,631(13) | | | | | | | | | 1/24/24 | 2,517 | 467,180(2) | | | | | | | | | 2/23/23 | 21,508 | 3,992,100(3) | | | | | | | | | 2/23/23 | 1,970 | 365,652(4) | | | | | | | | | 1/17/22 | 65,666 | 12,188,266(5) | | | | | | | | | 1/12/22 | 520 | 96,517(12) | | | | | | | | | 12/13/21 | 9,848 | 1,006,367(7) | | | | | | | | | 10/30/25 | | | 549,874 | 102,062,113(8) | | | | | | | 1/2/25 | | | 151,228 | 28,069,429(9) | | | | | | | 1/24/24 | | | 57,564 | 10,684,454(10) | | | | | | | 2/16/21 | | | | | 5,550(11) | — | 67.17 | 2/16/31 | | John F. Burkart | 10/30/25 | 285,649 | 53,019,311(1) | | | | | | | | | 1/24/24 | 7,549 | 1,401,170(2) | | | | | | | | | 2/23/23 | 64,514 | 11,974,444(3) | | | | | | | | | 2/23/23 | 2,955 | 548,478(4) | | | | | | | | | 2/23/23 | 10,950 | 2,393,123(14) | | | | | | | | | 1/17/22 | 131,332 | 24,376,533(5) | | | | | | | | | 1/12/22 | 10,725 | 1,065,422(6) | | | | | | | | | 12/13/21 | 15,387 | 1,572,398(7) | | | | | | | | | 10/30/25 | | | 285,649 | 53,019,311(8) | | | | | | | 1/2/25 | | | 129,628 | 24,060,253(9) | | | | | | | 1/24/24 | | | 60,180 | 11,170,010(10) | | | | | | Matthew G. McQueen | 10/30/25 | 271,367 | 50,368,429(1) | | | | | | | | | 1/24/24 | 4,278 | 794,040(2) | | | | | | | | | 2/23/23 | 36,556 | 6,785,159(3) | | | | | | | | | 2/23/23 | 3,349 | 621,608(4) | | | | | | | | | 1/17/22 | 37,523 | 6,964,644(5) | | | | | | | | | 1/12/22 | 1,239 | 229,971(12) | | | | | | | | | 12/13/21 | 9,848 | 1,006,367(7) | | | | | | | | | 10/30/25 | | | 271,367 | 50,368,429(8) | | | | | | | 1/2/25 | | | 93,618 | 17,376,437(9) | | | | | | | 1/24/24 | | | 38,986 | 7,236,191(10) | | | | | | | 2/16/21 | | | | | 2,561(11) | — | 67.17 | 2/16/31 |

  64. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    (1)Based on a share price of $185.61, the closing price of Welltower’s common stock on December 31, 2025. While the Time-Based LTIP Units under the 10-Year ECAP are not subject to any service-based vesting conditions, they will only become redeemable for shares of Welltower common stock beginning in October 2030, in 60 monthly tranches, and, in the event of certain terminations of employment, are subject to clawback or repurchase by Welltower. (2)Based on a share price of $185.61, the closing price of Welltower’s common stock on December 31, 2025. On each of January 15, 2026, 2027, and 2028, one-third of the time-based RSUs granted under the 2024-2026 LTIP (issued in the form of time-based LTIP Units) will vest. (3)Based on a share price of $185.61, the closing price of Welltower’s common stock on December 31, 2025. The number and market or payout value of the performance stock units under the 2023-2025 LTIP (which were converted into performance-based LTIP Units) are based on performance results as of December 31, 2025. Payout for these awards is subject to a $150 per unit stock price cap; because the closing price of Welltower’s common stock on December 31, 2025 exceeded $150, the number of

  65. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

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  66. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    units and corresponding market value reported herein reflects the reduced amounts deliverable after application of this cap. These LTIP Units were earned on February 13, 2026. See page 57 for additional information regarding the 2023-2025 LTIP. (4)Based on a share price of $185.61, the closing price of Welltower’s common stock on December 31, 2025. On each of January 15, 2026 and 2027, one-half of the time-based RSUs granted under the 2023-2025 LTIP (issued in the form of time-based LTIP Units) will vest. (5)Based on a share price of $185.61, the closing price of Welltower’s common stock on December 31, 2025. The number and market or payout value of the performance stock units under the 2022-2025 OPP (which were converted into performance-based LTIP Units) are based on performance results as of December 31, 2025. These LTIP Units were earned on February 13, 2026. See page 59 for additional information regarding the 2022-2025 OPP. (6)Based on a Black-Scholes price of $99.34. Represents time-based stock options granted under the 2022-2024 LTIP (which were converted into time-based Option Units). On January 15, 2026, the final one-fourth of the Option Units vested. (7)Based on a Black-Scholes price of $102.19. Represents performance-based Option Units granted on December 13, 2021, for which the applicable performance conditions were satisfied as of December 31, 2024. The amounts shown reflect the portion of the award that remained unvested as of December 31, 2025. 50% of the earned Option Units vested on February 1, 2025, 25% vested on December 13, 2025, and the remaining 25% will vest on December 13, 2026. (8)Based on a share price of $185.61, the closing price of Welltower’s common stock on December 31, 2025. The number and market or payout value of the Performance-Based LTIP Units under the 10-Year ECAP are based on target performance, as performance during the initial year of the performance period is not considered indicative of expected performance over the full performance period. While the Performance-Based LTIP Units under the 10-Year ECAP are not subject to any service-based vesting conditions, they will only become redeemable for shares of Welltower’s common stock if they are earned subject to achievement of predetermined performance metrics, and then only beginning in October 2030, in 60 monthly tranches. In the event of certain terminations of employment, Performance-Based LTIP Units are subject to clawback or repurchase by Welltower. See page 42 for additional information regarding the 10-Year ECAP. (9)Based on a share price of $185.61, the closing price of Welltower’s common stock on December 31, 2025. The number and market or payout value of the performance stock units under the 2025-2027 LTIP (which were converted into performance-based LTIP Units) are based on performance results as of December 31, 2025. The 2025-2027 LTIP performance-based LTIP Units are not subject to any service-based vesting conditions, but will only be earned subject to achievement of predetermined performance metrics. See page 56 for additional information regarding the 2025-2027 LTIP. (10)Based on a share price of $185.61, the closing price of Welltower’s common stock on December 31, 2025. The number and market or payout value of the performance stock units under the 2024-2026 LTIP (which were converted into performance-based LTIP Units) are based on performance results as of December 31, 2025. Payout for these awards is subject to a $150 per unit stock price cap; because the closing price of Welltower’s common stock on December 31, 2025 exceeded $150, the number of units and corresponding market value reported herein reflects the reduced amounts that would be deliverable after application of this cap. The 2024-2026 LTIP performance-based LTIP Units are not subject to any service-based vesting conditions, but will only be earned subject to achievement of predetermined performance metrics, and subject to the $150 per unit stock price cap described in the prior sentence. (11)These are time-based stock options granted under the 2021-2023 LTIP that have vested and are exercisable. (12)Based on a share price of $185.61, the closing price of Welltower’s common stock on December 31, 2025. On January 15, 2026, the final one-fourth of the time-based RSUs granted under the 2022-2024 LTIP (which were converted into time-based LTIP Units) vested. (13)Based on a Black-Scholes price of $94.18. Represents performance-based Option Units granted on April 8, 2024, for which the applicable performance conditions were satisfied as of December 31, 2024. The amounts shown reflect the portion of the award that remained unvested as of December 31, 2025. 50% of the earned Option Units vested on February 1, 2025, 25% vested on December 13, 2025, and the remaining 25% will vest on December 13, 2026. (14)Based on a Black-Scholes price of $218.55. Represents time-based options granted under the 2023-2025 LTIP on February 23, 2023 (issued in the form of Option Units). 50% of these Option Units vested and became exercisable on January 15, 2026, and the remaining 50% will vest and become exercisable on January 15, 2027.

  67. 2025 OPTION EXERCISES AND STOCK VESTED TABLE

    2025 OPTION EXERCISES AND STOCK VESTED TABLE The table below provides information regarding the dollar amounts realized pursuant to the exercise of stock options or the vesting of equity-based awards during 2025 for the NEOs.

  68. 2025 OPTION EXERCISES AND STOCK VESTED TABLE

    | | Option Awards | | Stock Awards | | | Name | # of Shares Acquired on Exercise | Value Realized Upon Exercise ($) | Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Shankh Mitra | — | — | 227,223 | 33,800,324 | | Timothy G. McHugh | — | — | 91,591 | 13,553,094 | | Nikhil Chaudhri | — | — | 16,663 | 2,445,259 | | John F. Burkart | — | — | 74,138 | 11,063,899 | | Matthew G. McQueen | — | — | 37,259 | 5,500,101 |

  69. 2025 OPTION EXERCISES AND STOCK VESTED TABLE

    (1)Reflects vesting during 2025 of performance-based LTIP Units under the 2022-2024 LTIP, and time-based LTIP Units under the 2021-2023 LTIP, the 2022-2024 LTIP, the 2023-2025 LTIP, and the 2024-2026 LTIP. While the Time-Based LTIP Units under the 10-Year ECAP are not subject to any service-based vesting conditions, they are generally not redeemable for shares of Welltower common stock until October 2030, at the earliest and, in the event of certain terminations of employment, are subject to clawback or repurchase by Welltower. Accordingly, until they become redeemable and the clawback and repurchase conditions with respect to such Time-Based LTIP Units lapse, we do not consider them to be vested stock awards for purposes of disclosure under Item 402(g) of Regulation S-K. (2) The value realized as shown in this table is calculated as the number of shares of Welltower common stock vested multiplied by the closing price of a share of Welltower common stock on the date of vesting.

  70. 2025 OPTION EXERCISES AND STOCK VESTED TABLE

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  71. 2025 OPTION EXERCISES AND STOCK VESTED TABLE

    Employment Agreements; Severance •Welltower does not have employment agreements with Messrs. McHugh, Chaudhri, Burkart, or McQueen. Welltower’s policy is not to enter into any employment agreements in the future with any employee other than the CEO. Additionally, in connection with the adoption of the 10-Year ECAP and as a condition to each of Messrs. McHugh’s, Chaudhri’s, Burkart’s, and McQueen’s receipt of their respective 10-Year LTIP Awards, each of these NEOs waived their right to any additional compensation (other than an annual base salary) of any kind from January 1, 2026 until December 31, 2035. Accordingly, none of these NEOs is entitled to severance payments or benefits of any kind in connection with any termination of their employment with Welltower during the pendency of the 10-Year ECAP program. •On May 19, 2021, Welltower entered into an employment agreement with Shankh Mitra, its CEO, that, among other things, provided for certain severance payments and benefits (including cash severance payments, company-paid COBRA coverage, and the accelerated vesting of equity awards) upon certain qualifying terminations of employment. On October 30, 2025, in connection with the adoption of the 10-Year ECAP and as a condition to Mr. Mitra’s receipt of his 10-Year LTIP Award, Mr. Mitra entered into an amendment to his employment agreement with Welltower, under which Mr. Mitra waived his right to all severance protections under his employment agreement until December 31, 2035. Vesting of Long-Term Incentive Awards With respect to each NEO’s time-based and performance based stock awards (other than the 10-Year LTIP Awards granted under the 10-Year ECAP): •The performance awards granted to the executive under the 2023-2025 LTIP, the 2024-2026 LTIP, and the 2025-2027 LTIP (collectively, the “LTIPs”) in which he is a participant will be deemed earned as of the date of a change in corporate control based on the Compensation Committee’s evaluation of corporate performance relative to the performance targets as of the day prior to the change in corporate control. In such case, the executive would receive a pro rata portion of the performance awards based on the number of full or partial months from the beginning of the performance period through the date of the change in corporate control. For performance awards granted under the 2023-2025 LTIP, if the executive terminates his employment for “good reason” or his employment is terminated without “cause” or upon his death, disability, or retirement, the Compensation Committee will determine corporate performance relative to the performance targets as of the end of the calendar quarter immediately preceding the termination. In such case, the executive would receive a pro rata portion of the performance awards based on the number of complete months that he was employed by Welltower during the performance period. In the event of such a termination after the end of the performance period, any shares earned by the executive under these programs would become vested. For performance awards granted under the 2024-2026 LTIP and the 2025-2027 LTIP, in connection with the adoption of the 10-Year ECAP, the Board waived the continued service-based vesting conditions with respect to such awards (which will continue to be subject to applicable performance and/or market conditions, and will only be earned and become vested if the applicable performance and/or market conditions are achieved, including following the executive’s termination of employment without “cause,” for “good reason,” or upon his death, disability, or retirement). •In the event of a change in corporate control, the time restrictions applicable to the time-based awards granted to the executive under each of the LTIPs in which he is a participant will lapse and all outstanding time-based awards will fully vest if (a) either the successor company does not assume, convert, continue, or otherwise replace such other awards on proportionate and equitable terms or (b) the executive is terminated without cause within 12 months following the change in corporate control. If the executive terminates his employment for “good reason” or his employment is terminated without “cause” (in each case, not within 12 months following a change in corporate control), or upon his death, disability, or retirement, the unvested portion of the time-based awards granted to the executive will automatically terminate, be forfeited, and become null and void.

  72. 2025 OPTION EXERCISES AND STOCK VESTED TABLE

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  73. 2025 OPTION EXERCISES AND STOCK VESTED TABLE

    With respect to each NEO’s 10-Year LTIP Awards granted under the 10-Year ECAP: •Prior to becoming redeemable for shares of Welltower’s common stock as described above, the 10-Year LTIP Awards will be restricted and may not be sold or otherwise transferred by the applicable NEO, except pursuant to Welltower’s exercise of its repurchase right described below. Upon a termination of an NEO’s employment for “cause” or a breach by the NEO of any restrictive covenants in favor of Welltower, the full amount of the applicable 10-Year LTIP Award that has not become redeemable as of such time will be subject to clawback. Upon an NEO’s resignation other than for “good reason,” (a) any portion of the applicable 10-Year LTIP Award that is not then redeemable will be subject to an automatic delay of the NEO’s right to redeem the 10-Year LTIP Award for shares and restrictions with respect to future distributions thereon until (i) for Mr. Mitra, October 30, 2040 (i.e., 15 years following the grant date), and (ii) for all other NEOs, October 30, 2045 (i.e., 20 years following the grant date) (as applicable, the “Extended Hold Date”), and (b) with respect to Mr. Mitra only, if his resignation occurs prior to the end of the Performance Period, Mr. Mitra’s Time-Based LTIP Units and all associated distributions will be subject to clawback, unless the Positive TSR Condition is satisfied. In addition, upon an NEO’s resignation other than for “good reason,” Welltower will have the discretionary right, at any time until the applicable Extended Hold Date, to repurchase all or any portion of the 10-Year LTIP Award that is not then redeemable at its fair market value at the time that Welltower exercises the repurchase right, which may include discounts for lack of transferability through the applicable Extended Hold Date, lack of marketability due to the delay in redemption rights, time value of money, and minority interest. •Upon a termination of an NEO’s employment without cause or resignation by an NEO for “good reason,” (a) with respect to Mr. Mitra only, Mr. Mitra’s 10-Year LTIP Award will become immediately redeemable for shares of Welltower’s common stock (subject to the requirement that sufficient share reserve be available under the 2022 Plan or successor shareholder-approved equity incentive plan of Welltower at such time), with the number of Performance Based LTIP Units that become Vested LTIP Units, if any, determined based on actual performance through the termination date (with market capitalization milestones proportionately reduced to reflect the period of time that Mr. Mitra was employed during the Performance Period, and subject to the requirement that the Positive TSR Condition be met at the termination date); and (b) with respect to all other NEOs, (i) the Time-Based LTIP Units will remain outstanding and become redeemable had such termination of employment not occurred, and (ii) the Performance-Based LTIP Units will (A) if the termination occurs prior to the end of the Performance Period, remain outstanding and the number of earned Performance-Based LTIP Units that become Vested LTIP Units, if any, will be determined at the end of the Performance Period based on actual performance, (B) any portion of the Performance-Based LTIP Units that become redeemable following the termination of the NEO’s employment will be subject to an automatic delay of the redemption right until the Extended Hold Date, (C) distributions in respect of the Class A Common Units of Welltower OP underlying any portion of the Performance-Based LTIP Units that become Vested LTIP Units, if any, will be paid to the NEO at the end of the Performance Period (with respect to distributions that accumulated during the Performance Period) or as such distributions are made (with respect to distributions that are made after the end of the Performance Period), and (D) Welltower will have the discretionary right, at any time until the applicable Extended Hold Date, to repurchase all or any portion of the Performance-Based LTIP Units that are subject to the delayed redemption right described in clause (B) at their fair market value at the time that Welltower exercises such right, which may include discounts for lack of transferability through the applicable Extended Hold Date, lack of marketability due to the delay in redemption rights, time value of money, and minority interest. •Upon a termination of an NEO’s employment with the Company due to the NEO’s death or “disability,” the NEO’s 10-Year LTIP Award will become immediately redeemable for shares of Welltower’s common stock (subject to the requirement that sufficient share reserve be available under the 2022 Plan or successor shareholder-approved equity incentive plan of Welltower at such time), with the number of Performance-Based LTIP Units that become Vested LTIP Units, if any, determined based on actual performance through the termination date (with market capitalization milestones proportionately reduced to reflect the period of time that the NEO was employed during the Performance Period, and subject to the requirement that the Positive TSR Condition be met at the termination date).

  74. 2025 OPTION EXERCISES AND STOCK VESTED TABLE

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  75. 2025 OPTION EXERCISES AND STOCK VESTED TABLE

    •Upon a change in corporate control (as defined in the 2022 Plan), all outstanding 10-Year LTIP Awards will become immediately redeemable for shares of Welltower’s common stock (subject to the requirement that sufficient share reserve be available under the 2022 Plan or successor shareholder-approved equity incentive plan of Welltower at such time), with the number of Performance-Based LTIP Units that become Vested LTIP Units, if any, based on actual performance through the date of the change in corporate control (with market capitalization milestones proportionately reduced to reflect the period of time through the date of the change in corporate control, and subject to the requirement that the Positive TSR Condition be met at such time).

  76. 2025 OPTION EXERCISES AND STOCK VESTED TABLE

    | The values of each NEO’s time-based and performance based stock awards (including 10-Year LTIP Awards) as of December 31, 2025 are set forth above in the 2025 Outstanding Equity Awards at Fiscal Year-End Table. The number and market or payout value of each NEO’s 10-Year LTIP Awards shown in the 2025 Outstanding Equity Awards at Fiscal Year-End Table are based on the value of the 10-Year LTIP Awards assuming target performance as of December 31, 2025, and based on the closing price of a share of Welltower common stock as of December 31, 2025. As described above, in certain termination scenarios the 10-Year LTIP Awards may be clawed back, may remain outstanding without the opportunity for redemption until an Extended Hold Date, and/or may be repurchased by Welltower for a repurchase price that includes discounts for lack of transferability, lack of marketability, time value of money, and minority interest. While the number and market or payout values shown in the 2025 Outstanding Equity Awards at Fiscal Year-End Table do not take into account any such potential fluctuations in value, we consider the values to be a reasonable estimate applicable to the payments and benefits associated with the 10-Year LTIP Awards in connection with the termination scenarios described above. |

  77. 2025 OPTION EXERCISES AND STOCK VESTED TABLE

    Restrictive Covenants The executive’s rights to receive payments or benefits under each of the LTIPs in which he is a participant are subject to the execution of a release of claims in favor of Welltower upon the termination of his employment. The executive is also subject to confidentiality, non-competition, non-solicitation, and non-disparagement restrictive covenants under these programs.

  78. PAY RATIO

    PAY RATIO In this section, we are providing a comparison of the annual total compensation of Welltower’s median compensated employee to the annual total compensation of our CEO, pursuant to the requirements of Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. The pay ratio reported below is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described below. To identify Welltower’s median compensated employee, as well as to determine the annual total compensation of Welltower’s median employee and the CEO, we took the following steps: •We considered all employees employed as of December 31, 2025. This population consisted of full-time and part-time employees located in the United States, the United Kingdom, and Canada. •To identify the median employee from Welltower’s employee population, we generated a list of all employees and calculated the amount of base salary determined as of December 31, 2025, wages, overtime, and cash bonus amounts earned for performance in fiscal 2025 and the aggregate grant date fair value of equity awards granted in fiscal 2025. We used a GBP/USD rate of 1.3445 for employees in the United Kingdom and a CAD/USD rate of 0.7292 for employees in Canada, each of which reflected the applicable exchange rate on December 31, 2025. •Once we identified the median employee, we calculated all elements of such employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $124,995. •With respect to the annual total compensation for the CEO, we used the amount reported in the “Total Compensation” column of the Summary Compensation Table for 2025, $821,090,355. Based on this information, for 2025 the ratio of the annual total compensation of Mr. Mitra to the annual total compensation of Welltower’s median employee was 6,569 to 1.