FORM 4
☐

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *
Chaudhri Nikhil
 2. Issuer Name and Ticker or Trading Symbol
WELLTOWER INC. [WELL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Co-President and CIO
(Last)
(First)
(Middle)

4500 DORR STREET		 3. Date of Earliest Transaction (Month/Day/Year)
06/06/2025
(Street)

TOLEDO, OH 43615
(City)
(State)
(Zip)
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing
(Check applicable line)

__X__ Form Filed by One Reporting Person
_____ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)

2. Transaction Date (Month/Day/Year)

2A. Deemed Execution Date, if any (Month/Day/Year)

3. Transaction Code (Instr. 8)

4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)

6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

Amount

(A) or (D)

Price



Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Welltower OP Class A Common Units

 $152.4806/06/202506/06/2025S  1,248  (1)   (1)

Common

1,248 (1) 0 D 

Welltower OP Class A Common Units

 $152.4806/06/202506/06/2025S  1,341  (1)   (1)

Common

1,341 (1) 0 D 

Welltower OP Class A Common Units

 $152.4806/06/202506/06/2025S  1,300.4743  (1)   (1)

Common

2,078 (1) 777.5257D 

Welltower OP Class A Common Units

 $152.4806/06/202506/06/2025S  9,227  (1)   (1)

Common

9,227 (1) 0 D 

Explanation of Responses:
1.

On June 6, 2025 the reporting person redeemed Class A Common Units in Welltower OP LLC ("Welltower OP") for property of equal value from Welltower OP, consistent with the terms of the Limited Liability Company Agreement of Welltower OP, dated as of May 24, 2022, as amended. Concurrently with the redemption, an equal number of Other Stock Units issued under the Welltower Inc. 2022 Long-Term Incentive Plan at the time of the issuance of the LTIP Units that converted into these Class A Common Units were immediately canceled for no consideration in accordance with their terms.



Signatures

By: Matthew McQueen Attorney-in-Fact For: Nikhil Chaudhri

06/10/2025
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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