8-KLeadership ChangesRegulation FDExhibits & Filings

WELLTOWER INC. 8-K Report, Executive Changes (Oct 27, 2025)

Filed October 27, 2025For Securities:WELL

Summary

Welltower Inc. (WELL) has announced a significant overhaul of its executive compensation program with the adoption of a Ten-Year Executive Continuity and Alignment Program. This new program, effective October 30, 2025, is designed to retain key leadership, align executive interests with shareholders, and drive long-term growth and industry-leading returns over the next decade. A core component involves granting Long-Term Incentive Plan (LTIP) Units in its subsidiary Welltower OP LLC to its named executive officers. This initiative dramatically alters executive compensation, with executives agreeing to a reduced base salary of $110,000 annually from 2026 through 2035, and receiving these LTIP Units as their primary compensation. A substantial portion of these awards is performance-based, tied to ambitious market capitalization and relative total shareholder return (TSR) milestones over a five-year performance period, with a mandatory positive TSR condition. The program also includes stringent restrictive covenants, including non-competition and non-solicitation clauses.

Key Highlights

  • 1Adoption of a Ten-Year Executive Continuity and Alignment Program designed for leadership retention and long-term shareholder value creation.
  • 2Grant of LTIP Units in Welltower OP LLC to named executive officers, effective October 30, 2025.
  • 3Executives to receive only $110,000 annual base salary from 2026-2035, with LTIP Units as primary compensation.
  • 4Executive LTIP Unit Awards are split, with half being time-based and half performance-based.
  • 5Performance-based LTIP Units are contingent on achieving significant market capitalization milestones (up to $100 billion) and superior relative TSR over a five-year period (2025-2030).
  • 6A critical condition for vesting of performance-based units is the Company's positive TSR over the performance period.
  • 7New restrictive covenants, including non-competition and non-solicitation agreements for a period post-employment, are a condition of award receipt.

Frequently Asked Questions

The primary goals are to ensure leadership continuity by retaining a high-performing executive team, closely align the executives' long-term interests with those of the shareholders, incentivize continued transformation and expansion to drive industry-leading returns, and further the Company's long-term interests by linking award realization to sustained growth and high performance.

From January 1, 2026, through December 31, 2035, executives will receive an annual base salary of $110,000. Their primary compensation will be LTIP Units in Welltower OP LLC. They will also waive certain severance protections and other compensation, with the LTIP Units being subject to significant performance and restrictive covenant conditions.

Half of the LTIP Units are performance-based and will only become 'Vested LTIP Units' if specific performance milestones are met over a five-year period (ending October 5, 2030). These milestones include achieving significant market capitalization targets (up to $100 billion) and outperforming benchmark indices in total shareholder return (TSR). Crucially, all performance-based units will be forfeited unless the Company achieves a positive TSR over the performance period.

Yes, as a condition of receiving the LTIP Unit Awards, executives must accept changes to their compensation, enter into an award agreement, and sign a restrictive covenant agreement. These covenants include non-competition and non-solicitation obligations during employment and for two years thereafter, as well as perpetual confidentiality and non-disparagement obligations. The LTIP Units themselves are subject to transfer restrictions, repurchase mechanisms, and clawbacks under certain circumstances.