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WELLTOWER INC

For the period ended May 22, 2025. Filed Apr 11, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 22, 2025 · Filed Apr 11, 2025

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WELL$245.01-0.2%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

þFiled by the RegistrantoFiled by a Party other than the Registrant

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Under §240.14a-12

Welltower Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Kenneth J. BaconChairApril 11, 2025Message from our ChairDear Shareholders:You are cordially invited to attend Welltower’s Annual Meeting of Shareholders, which will be held at 9:30 A.M. Eastern Time on May 22, 2025, in a virtual format, at www.virtualshareholdermeeting.com/WELL2025. Details regarding access to the meeting and the business to be conducted are provided in the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement.In 2024, we demonstrated the power of the Welltower platform, reflected by another year of outstanding per share growth and total shareholder returns. Our results continue to be buoyed by our seniors housing business, which notched another year of strong growth and a record year of capital deployment activity. We also made significant progress in the buildout of our end-to-end operating platform - the Welltower Business System - and further strengthened our balance sheet, with one of the lowest levels of leverage amongst all large cap REITs. While we are pleased with our recent results, we also believe we are set to drive strong results in 2025 and beyond, as the key pillars to our success remain firmly intact. I would like to commend the astute and “uncommon common sense” leadership approach of Shankh and his team. They have fostered a culture where each employee is empowered to behave like an owner and embrace the mindset of continuous improvement. Welltower is in great hands and well-positioned to continue to drive long-term, compounding of per share growth for years to come. Please enjoy our new look, which we believe is a bold visual interpretation of our bold approach. www.welltower.comOn behalf of everyone at Welltower, I thank you for your ongoing interest and investment in Welltower Inc. Sincerely,Kenneth J. BaconChair of the Board
“In 2024, we demonstrated the power of the Welltower platform, reflected by another year of outstanding per share growth and total shareholder returns.”

Notice of VirtualAnnual Meetingof Shareholders

9:30 A.M. Eastern Time

TO THE SHAREHOLDERS OF WELLTOWER INC.:

The 2025 Annual Meeting of Shareholders of Welltower Inc. (the “Annual Meeting”) will be held on May 22, 2025 at 9:30 A.M. Eastern Time. The Annual Meeting will be held ina virtual format, at www.virtualshareholdermeeting.com/WELL2025, for the purpose of considering and acting upon each item described below and transacting any other business that properly comes before the meeting:

(1)The election of nine director nominees named in the accompanying proxy statement to hold office until the next annual meeting of shareholders and until their respective successors have been duly elected and qualified;

(2)The ratification of the selection of Ernst & Young LLP (“EY”) as Welltower’s independent registered public accounting firm for the year ending December 31, 2025;

(3)The approval, on an advisory basis, of the compensation of the named executive officers; and

(4)The approval of the Amended and Restated Welltower Inc. 2022 Long-Term Incentive Plan.

The Board of Directors of Welltower unanimously recommends that you vote FOReach nominee named in Proposal 1 and FOR Proposals 2, 3, and 4. Shareholders of record at the close of business on March 27, 2025 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof. Information relating to the matters to be considered and voted on at the Annual Meeting appears in the accompanying proxy statement.

HOW TO VOTE IN ADVANCE OF THE VIRTUAL ANNUAL MEETING

BY INTERNETBY PHONEBY MAIL
Visit www.proxyvote.comDial 1-800-690-6903Sign, date and returnyour proxy card or voting instruction formScan this QR code toview digital versionsof Welltower’s ProxyStatement and 2024 Annual Report

We have endeavored to provide shareholders attending the Annual Meeting with the same rights and opportunities to participate as they would have at an in-person meeting. You will be able to attend the Annual Meeting online and vote by visitingwww.virtualshareholdermeeting.com/WELL2025. Shareholders of record can access the meeting website using the 16-digit control number included on their proxy card or Notice of Internet Availability of Proxy Materials (the “Notice”). Beneficial owners should review the proxy materials and their voting instruction form or Notice for information on how to vote in advance of, and how to participate in, the Annual Meeting. When accessing our Annual Meeting, please allow ample time for online check-in, which will begin at 9:00 A.M. Eastern Time on May 22, 2025. A list of shareholders entitled to vote at the Annual Meeting will be open to examination by any shareholder for any purpose germane to the Annual Meeting during normal business hours for a period of ten days ending on the day before the Annual Meeting at our principal executive offices located at 4500 Dorr Street, Toledo, Ohio 43615.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OFPROXY MATERIALS FOR THE ANNUAL MEETING OFSHAREHOLDERS TO BE HELD ON May 22, 2025:The Notice of Internet Availability of Proxy Materials, the Noticeof Annual Meeting of Shareholders and Proxy Statement, andWelltower’s Annual Report on Form 10-K for the year endedDecember 31, 2024 are available on the Internet free of charge at www.welltower.com/proxy.BY ORDER OF THE BOARD OF DIRECTORSMatthew G. McQueenChief Legal Officer and General CounselToledo, OhioApril 11, 2025

TABLE OF CONTENTS

Proxy Statement Summary4
2024 Business Highlights4
Human Capital6
Welltower’s Board of Directors7
Corporate Governance Highlights8
Sustainability Leadership8
Corporate Governance10
Role of the Board10
Board Functions and Policies12
Shareholder Engagement18
Proposal 1 – Election of Directors19
Summary of Board Skills and Experience20
Director Nominees21
Director Compensation24
Proposal 2 – Ratification of the Selection of the Independent Registered Public Accounting Firm27
Audit Fees27
Pre-Approval Policies and Procedures29
Audit Committee Report29
Proposal 3 – Approval, on an Advisory Basis, of the Compensation of the Named Executive Officers31
Executive Compensation32
Compensation Discussion and Analysis32
Executive Officers33
Executive Summary34
Who Makes Compensation Decisions?36
Investor Outreach and Compensation Program Changes37
Compensation Peer Group38
Compensation Elements and Results39
Other Compensation Information56
Compensation Committee Report57
Executive Compensation Tables58
Summary Compensation Table58
2024 Grants of Plan-Based Awards Table59
2024 Outstanding Equity Awards at Fiscal Year-End Table60
2024 Option Exercises and Stock Vested Table62
Potential Payments Upon Termination or Change in Corporate Control62
Risk Management and Compensation66
Proposal 4 – Approval of the Amended and Restated Welltower Inc. 2022 Long-Term Incentive Plan67
Summary of the Amended and Restated Plan67
Certain Federal Income Tax Considerations72
New Benefits Under the Amended and Restated Plan74
Security Ownership of Directors and Management and Certain Beneficial Owners75
Beneficial Ownership of more than 5%75
Beneficial Ownership of Directors and Executive Officers75
Review, Approval or Ratification of Transactions with Related Persons76
General Information78
Pay Versus Performance82
Pay Ratio86
Equity Award Grant Practices86
Equity Compensation Plan Information87
Other Matters87
Appendix A - Non-GAAP Financial Measures88
Appendix B - Amended and Restated 2022 Long-Term Incentive Plan93
FREQUENTLY REFERENCEDINFORMATION
Board and Governance Highlights10
Director and Committee Membership11
Nomination Process for Board Election13
Key Risk Oversight Responsibilities of the Board and its Committees16
Director Nominees21
Director Compensation24
Director Equity Ownership Guidelines26
Investor Outreach and Compensation Program Changes37
Compensation Peer Group38

In this Proxy Statement, the terms “Welltower,” “we,” and “our” refer to Welltower Inc. This Proxy Statement includes references to websites, website addresses, and additional materials found on those websites. The content of any websites and materials named, hyperlinked, or otherwise referenced in this document are not incorporated into this Proxy Statement by reference or in any other report or document we file with the SEC, and any references to such websites and materials are intended to be inactive textual references only.

This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our sustainability goals, commitments, and strategies. These statements involve risks and uncertainties. Actual results could differ materially from any future results expressed or implied by the forward-looking statements for a variety of reasons, including due to the risks and uncertainties that are discussed in our most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. We assume no obligation to update any forward-looking statements or information, which speak as of their respective dates.

The approximate date on which these materials will be first made available or sent to shareholders is April 11, 2025.

WELLTOWER • 2025 Proxy Statement3
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