WELLTOWER INC.
For the period ended May 21, 2026. Filed Apr 10, 2026.
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May 21, 2026 · Filed Apr 10, 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. )
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Welltower Inc.
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| Kenneth J. BaconChairApril 10, 2026 | Message from our Chair Dear Shareholders:You are cordially invited to attend Welltower’s Annual Meeting of Shareholders, which will be held at 9:30 A.M. Central Time on May 21, 2026, in a virtual format, at www.virtualshareholdermeeting.com/WELL2026. 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.2025 represented a marquee year for Welltower and the most pivotal year in our Company’s history. Not only did we deliver exceptional financial performance, but we also took a series of actions to further amplify the Company’s long-term growth prospects. Most critically, we announced $33 billion of total transaction activity, selling a lower growth outpatient medical operating portfolio and rotating proceeds into higher growth seniors housing communities— while incurring no near-term dilution. Additionally, we launched our private funds management business and closed Seniors Housing Fund I with $2.5 billion of commitments, marking one of the most successful first-time funds in the real estate sector. Our balance sheet also remains amongst the strongest in the REIT sector and recognized by both Moody’s and S&P which upgraded our credit rating to A3 and A-, respectively. These achievements, collectively, represent a deliberate transformation from a traditional real estate enterprise into an operations and technology first platform singularly focused on long-term compounding of per share growth.In that vein, under the steady leadership of Shankh Mitra and our executive officer team, we have developed an integrated “hardware + software” model—pairing a curated, high-quality seniors housing portfolio with that end-to-end platform, the Welltower Business System, and a deeply aligned operator network. We expect this model to meaningfully enhance the experience of residents and their families. We also introduced the Welltower Charles T. Munger Grant Program in honor of Charlie Munger to recognize the front-line, site-level employees who are employed by our operators and are essential to delivering exceptional care and service across Welltower’s seniors housing communities.With powerful demographic tailwinds, limited new supply, and an expanding operational moat, we believe Welltower is uniquely positioned for the next decade. Our focus remains unchanged: delight residents, support employees, allocate capital with discipline and, ultimately, drive compounding per share growth for our existing shareholders.On behalf of everyone at Welltower, I thank you for your ongoing interest and investment in our Company. Sincerely,Kenneth J. BaconChair of the Board | |
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| “With powerful demographic tailwinds, limited new supply, and an expanding operational moat, we believe Welltower is uniquely positioned for the next decade. Our focus remains unchanged: delight residents, support employees, allocate capital with discipline and, ultimately, drive compounding per share growth for our existing shareholders.” | ||
Notice of VirtualAnnual Meetingof Shareholders
9:30 A.M. Central Time
TO THE SHAREHOLDERS OF WELLTOWER INC.:
The 2026 Annual Meeting of Shareholders of Welltower Inc. (the “Annual Meeting”) will be held on May 21, 2026, at 9:30 A.M. Central Time. The Annual Meeting will be held ina virtual format, at www.virtualshareholdermeeting.com/WELL2026, 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 the 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, 2026; and
(3)The approval, on an advisory basis, of the compensation of our named executive officers.
The Board of Directors of Welltower unanimously recommends that you vote FOReach nominee named in Proposal 1 and FOR Proposals 2 and 3. Shareholders of record at the close of business on March 26, 2026 (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 INTERNET | BY PHONE | BY MAIL | |
| Visit www.proxyvote.com | Dial 1-800-690-6903 | Sign, date and returnyour proxy card or voting instruction form | Scan this QR code toview digital versionsof Welltower’s ProxyStatement and 2025 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/WELL2026. 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. Central Time on May 21, 2026. 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 21, 2026: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, 2025 are available on the Internet free of charge at www.welltower.com/investors/annual-meeting/. | BY ORDER OF THE BOARD OF DIRECTORSMatthew G. McQueenChief Legal Officer and General CounselToledo, OhioApril 10, 2026 |
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TABLE OF CONTENTS
| Proxy Statement Summary | 4 |
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| Who We Are | 4 |
| 2025 Business Highlights | 5 |
| Welltower’s Board of Directors | 8 |
| Corporate Governance Highlights | 9 |
| Sustainability Leadership | 10 |
| Corporate Governance | 11 |
| Role of the Board | 11 |
| Board Functions and Policies | 13 |
| How We Identify Director Candidates | 17 |
| Shareholder Engagement | 19 |
| Proposal 1 – Election of Directors | 20 |
| Summary of Board Skills and Experience | 21 |
| Director Nominees | 22 |
| Director Compensation | 26 |
| Proposal 2 – Ratification of the Selection of the Independent Registered Public Accounting Firm | 30 |
| Audit Fees | 30 |
| Pre-Approval Policies and Procedures | 32 |
| Audit Committee Report | 32 |
| Proposal 3 – Approval, on an Advisory Basis, of the Compensation of the Named Executive Officers | 34 |
| Compensation Discussion and Analysis | 35 |
| Named Executive Officers | 35 |
| Letter from the Compensation Committee | 36 |
| Executive Summary | 37 |
| Our New Executive Compensation Framework | 39 |
| Executive Compensation Philosophy, Principles, and Elements | 42 |
| Other Compensation Information | 60 |
| Compensation Committee Report | 64 |
| Executive Compensation Tables | 65 |
| Summary Compensation Table | 65 |
| 2025 Grants of Plan-Based Awards Table | 66 |
| 2025 Outstanding Equity Awards at Fiscal Year-End Table | 67 |
| 2025 Option Exercises and Stock Vested Table | 69 |
| Potential Payments Upon Termination or Change in Corporate Control | 70 |
| Risk Management and Compensation | 72 |
| Security Ownership of Directors, Management, and Certain Beneficial Owners | 74 |
| Beneficial Ownership | 74 |
| Review, Approval, or Ratification of Transactions with Related Persons | 77 |
| General Information | 79 |
| Nomination Deadline | 83 |
| Pay Versus Performance | 83 |
| Pay Ratio | 87 |
| Equity Award Grant Practices | 87 |
| Equity Compensation Plan Information | 88 |
| Other Matters | 88 |
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| Appendix A - Non-GAAP Financial Measures | 89 |
| FREQUENTLY REFERENCEDINFORMATION | |
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| Board and Governance Highlights | 11 |
| Board and Committee Membership | 12 |
| Key Risk Oversight Responsibilities of the Board and its Committees | 14 |
| Nomination Process for Board Election | 17 |
| Director Nominees | 22 |
| Director Compensation | 26 |
| Director Equity Ownership Guidelines | 29 |
| Compensation Peer Group | 61 |
| Investor Outreach and Compensation Program Changes | 62 |
In this Proxy Statement, the terms “Welltower,” “we,” “our,” and the “Company” 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 10, 2026.
| WELLTOWER • 2026 Proxy Statement | 3 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.