🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A), a mandatory filing for public companies. Think of it as the official "ballot" and voter guide for shareholders. It outlines what will be voted on at the upcoming Annual Meeting and provides the information you need to make informed decisions.

👉 In simple terms: If you own Welltower stock, this document tells you who is running for the board, how the bosses are paid, and gives you a recap of the company's big year. Your vote counts.

The Annual Meeting is virtual: May 21, 2026, at 9:30 A.M. CT at www.virtualshareholdermeeting.com/WELL2026.

🏢 What The Company Does

Welltower Inc. (NYSE: WELL) is a real estate investment trust (REIT). In simple terms, they own and operate healthcare-related real estate.

👉 The Big Picture: They've transformed from a traditional healthcare REIT into a data-driven "seniors housing and wellness" company. They call their model "hardware + software"—pairing their property portfolio with an operational platform called the Welltower Business System to improve resident care. They're now the largest global REIT by market cap.

🚀 2025: A "Marquee Year" of Transformation

The Board highlights 2025 as a pivotal, transformative year. Here’s what made it special:

• Massive $33 Billion Portfolio Shift: They sold a lower-growth outpatient medical portfolio and reinvested the proceeds into higher-growth seniors housing communities—all without diluting shareholders.
• Launched a New Business: They started a private funds management business and successfully closed their first fund, Seniors Housing Fund I, with $2.5 billion in commitments. This is a new revenue stream for them.
• Stronger Balance Sheet: Both Moody’s and S&P upgraded their credit rating (to A3 and A-, respectively), signaling greater financial strength.
• Stellar Stock Performance: Over the past five years, Welltower's stock has delivered a 249.9% total return (TSR), vastly outperforming major indices like the S&P 500 and the REIT index.

👥 Proposal 1: Meet the Board Nominees

Shareholders will vote to elect nine directors. The Board is a mix of industry experts.

👉 Why it matters: A strong board provides oversight and strategic guidance. The nominees include:

• Shankh Mitra (CEO, Age 45) – The leader behind the transformation.
• Kenneth J. Bacon (Board Chair, Age 71) – Former Fannie Mae executive, now independent chair.
• Dr. Karen DeSalvo (Age 60) – Former Chief Health Officer at Google, brings deep health-tech and policy expertise.
• Other experts in real estate, finance, healthcare systems, and global business.

The Board highlights its diverse skills matrix, showing strength in finance, healthcare, technology, risk management, and governance.

💰 Proposal 3: The Big Story - Executive Compensation & The 10-Year ECAP

This is the most discussed part of the filing. The company is unveiling a new, massive compensation plan for its top executives.

📦 The "Why": Securing the Winning Team

The Board believes the current executive team, led by CEO Shankh Mitra, has been the engine behind the company's success. Their goal is to lock in this team for the next decade to drive the next phase of growth ("Welltower 3.0").

💸 The "What": The 10-Year Executive Continuity and Alignment Program (ECAP)

This is a brand-new, long-term incentive plan. Think of it as a 10-year performance contract for the executive team.

• Duration: Performance and vesting occur over 10 years (2026-2035). This is unusually long for corporate pay.
• Structure: It's an "all-in" program, replacing prior short-term incentives. Compensation will be heavily weighted toward long-term stock awards.
• Performance Goals: Payouts will be based on rigorous **10-year targets for:
  • Funds From Operations (FFO) per share growth (a key REIT profitability metric).
  • Total Shareholder Return (TSR) vs. a peer group of REITs.
• High Bar: The plan was adopted when the stock was near all-time highs, setting a very high performance baseline.

🔮 What This Signals

The 10-Year ECAP is a bold bet. It signals extreme confidence in the leadership team's ability to compound shareholder value over the long haul. It also ties the team's fortunes directly to the stock's performance for a full decade.

🤝 Proposal 2: Ratifying the Auditors

Shareholders are asked to ratify the selection of Ernst & Young LLP (EY) as the independent auditor for 2026. EY has been Welltower's auditor since 1970. Total fees paid to EY in 2025 were $6.24 million.

👉 Why it matters: This is a routine but important check on the company's financial reporting. The Board unanimously recommends voting "FOR."

📅 Key Logistics & How to Vote

• Record Date: You must have owned shares by March 26, 2026, to vote.
• Vote Before the Meeting: Use the internet (www.proxyvote.com), phone (1-800-690-6903), or mail your proxy card.
• Virtual Meeting: Join at www.virtualshareholdermeeting.com/WELL2026 on May 21. Check-in starts at 9:00 A.M. CT. You'll need your 16-digit control number from your proxy materials to vote live.

🧠 The Analogy

Think of Welltower's 2025 and this proxy statement like a successful family business handing over the keys to the next generation. The patriarch (the old strategy) has stepped aside. The talented, proven kids (Mitra's team) just had a spectacular year selling off the old workshop (outpatient portfolio) and buying new, high-tech farms (seniors housing). Now, to convince them not to leave and start their own competing farms, the family is offering them a 10-year profit-sharing agreement tied to the long-term health of the entire family estate. That's the 10-Year ECAP.

🧩 Final Takeaway

Welltower is leveraging a record-breaking 2025 to fundamentally reshape its portfolio and business model. Its top priority now is retaining the executive team it credits for this success by implementing an unprecedented 10-year compensation plan that directly aligns their pay with long-term shareholder returns. The annual meeting is your chance to vote on this direction and the board that approved it.