Mitra Shankh

SEC source: 0001209191-23-013265 · doc4.xml · derivative · entry 1

Mitra Shankh · CIK 0001698445 · CEO & Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 79,463

Underlying: Common · 79,463 shares

Expires not disclosed

F1 · derivative.exercise_price: These membership interests in Welltower OP LLC ("Welltower OP") designated as LTIP Units ("LTIP Units") were originally granted without cash consideration to the reporting person on February 23, 2023 in the form of performance-based restricted stock units ("PSUs") of Welltower Inc. (the "Issuer"). On January 3, 2023, at the election of the reporting person, the PSUs were converted into LTIP Units. LTIP Units are intended to qualify as profits interests for US federal income tax purposes and, once both (1) vested and (2) possessing a per unit capital account balance equal to a Class A Common Unit of Welltower OP ("OP Unit"), are convertible into OP Units, which OP Units may be exchanged by the reporting person for shares of common stock, par value $1.00 per share ("Common Shares") of the Issuer or the equivalent cash value of Common Shares, as determined by the Issuer.

F2 · price: The reported transaction was (i) vesting of 79,463 LTIP Units on February 23, 2023, which were converted into the same number of OP Units since the per unit capital account balance of each LTIP Unit was already equal to that of an OP Unit and (ii) vesting of an equal amount of Other Stock Units previously granted in tandem with the LTIP Units intended solely to satisfy any future exchange in respect of OP Units into which the LTIP Units converted (as described further in footnote 4 hereto). No amount was payable in connection with the vesting of the LTIP Units or the Other Stock Units or the conversion of the LTIP Units into OP Units.

F1 · derivative.exercise_date: These membership interests in Welltower OP LLC ("Welltower OP") designated as LTIP Units ("LTIP Units") were originally granted without cash consideration to the reporting person on February 23, 2023 in the form of performance-based restricted stock units ("PSUs") of Welltower Inc. (the "Issuer"). On January 3, 2023, at the election of the reporting person, the PSUs were converted into LTIP Units. LTIP Units are intended to qualify as profits interests for US federal income tax purposes and, once both (1) vested and (2) possessing a per unit capital account balance equal to a Class A Common Unit of Welltower OP ("OP Unit"), are convertible into OP Units, which OP Units may be exchanged by the reporting person for shares of common stock, par value $1.00 per share ("Common Shares") of the Issuer or the equivalent cash value of Common Shares, as determined by the Issuer.

F1 · derivative.expiration_date: These membership interests in Welltower OP LLC ("Welltower OP") designated as LTIP Units ("LTIP Units") were originally granted without cash consideration to the reporting person on February 23, 2023 in the form of performance-based restricted stock units ("PSUs") of Welltower Inc. (the "Issuer"). On January 3, 2023, at the election of the reporting person, the PSUs were converted into LTIP Units. LTIP Units are intended to qualify as profits interests for US federal income tax purposes and, once both (1) vested and (2) possessing a per unit capital account balance equal to a Class A Common Unit of Welltower OP ("OP Unit"), are convertible into OP Units, which OP Units may be exchanged by the reporting person for shares of common stock, par value $1.00 per share ("Common Shares") of the Issuer or the equivalent cash value of Common Shares, as determined by the Issuer.

F2 · derivative.underlying_shares: The reported transaction was (i) vesting of 79,463 LTIP Units on February 23, 2023, which were converted into the same number of OP Units since the per unit capital account balance of each LTIP Unit was already equal to that of an OP Unit and (ii) vesting of an equal amount of Other Stock Units previously granted in tandem with the LTIP Units intended solely to satisfy any future exchange in respect of OP Units into which the LTIP Units converted (as described further in footnote 4 hereto). No amount was payable in connection with the vesting of the LTIP Units or the Other Stock Units or the conversion of the LTIP Units into OP Units.

SEC source: 0001209191-23-003793 · doc4.xml · nonDerivative · entry 1

Mitra Shankh · CIK 0001698445 · CEO & Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 80,948

F1 · shares: Shares withheld upon vesting of restricted stock units to satisfy tax withholding obligations.

SEC source: 0001209191-23-001922 · doc4.xml · derivative · entry 8

Mitra Shankh · CIK 0001698445 · CEO & Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 224,150

Underlying: Common · 224,150 shares

Expires not disclosed

F7 · derivative.exercise_price: Solely in order to reserve Common Shares to satisfy any exchange in respect of OP Units as contemplated herein that might occur in the future, the reporting person also received an award of Other Stock Units under the Welltower Inc. 2022 Long-Term Incentive Plan (the "2022 Plan"). The award of the Other Stock Units provides the reporting person with the ability to acquire Common Shares under the 2022 Plan only through the exchange of OP Units for those shares and in no other manner. Upon the exchange of OP Units for Common Shares, the reporting person will relinquish all rights to the exchanged OP Units. Any Other Stock Units that may be remaining after all OP Units have been exchanged will be immediately canceled for no consideration.

F7 · price: Solely in order to reserve Common Shares to satisfy any exchange in respect of OP Units as contemplated herein that might occur in the future, the reporting person also received an award of Other Stock Units under the Welltower Inc. 2022 Long-Term Incentive Plan (the "2022 Plan"). The award of the Other Stock Units provides the reporting person with the ability to acquire Common Shares under the 2022 Plan only through the exchange of OP Units for those shares and in no other manner. Upon the exchange of OP Units for Common Shares, the reporting person will relinquish all rights to the exchanged OP Units. Any Other Stock Units that may be remaining after all OP Units have been exchanged will be immediately canceled for no consideration.

F7 · derivative.exercise_date: Solely in order to reserve Common Shares to satisfy any exchange in respect of OP Units as contemplated herein that might occur in the future, the reporting person also received an award of Other Stock Units under the Welltower Inc. 2022 Long-Term Incentive Plan (the "2022 Plan"). The award of the Other Stock Units provides the reporting person with the ability to acquire Common Shares under the 2022 Plan only through the exchange of OP Units for those shares and in no other manner. Upon the exchange of OP Units for Common Shares, the reporting person will relinquish all rights to the exchanged OP Units. Any Other Stock Units that may be remaining after all OP Units have been exchanged will be immediately canceled for no consideration.

F7 · derivative.expiration_date: Solely in order to reserve Common Shares to satisfy any exchange in respect of OP Units as contemplated herein that might occur in the future, the reporting person also received an award of Other Stock Units under the Welltower Inc. 2022 Long-Term Incentive Plan (the "2022 Plan"). The award of the Other Stock Units provides the reporting person with the ability to acquire Common Shares under the 2022 Plan only through the exchange of OP Units for those shares and in no other manner. Upon the exchange of OP Units for Common Shares, the reporting person will relinquish all rights to the exchanged OP Units. Any Other Stock Units that may be remaining after all OP Units have been exchanged will be immediately canceled for no consideration.

SEC source: 0001209191-23-001922 · doc4.xml · derivative · entry 7

Mitra Shankh · CIK 0001698445 · CEO & Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 128,694

Underlying: Common · 128,694 shares

Expires 2032-01-11

F5 · derivative.exercise_price: In exchange for each Canceled Option (as defined below), the reporting person received a replacement award of membership interests in Welltower OP designated as Option Units ("Option Units"), which Option Units are intended to qualify as profits interests for US federal income tax purposes. The vesting schedule for Option Units is the same as the vesting schedule for the applicable corresponding Canceled Option. Upon vesting, the Option Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Issuer.

F5 · price: In exchange for each Canceled Option (as defined below), the reporting person received a replacement award of membership interests in Welltower OP designated as Option Units ("Option Units"), which Option Units are intended to qualify as profits interests for US federal income tax purposes. The vesting schedule for Option Units is the same as the vesting schedule for the applicable corresponding Canceled Option. Upon vesting, the Option Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Issuer.

F5 · derivative.exercise_date: In exchange for each Canceled Option (as defined below), the reporting person received a replacement award of membership interests in Welltower OP designated as Option Units ("Option Units"), which Option Units are intended to qualify as profits interests for US federal income tax purposes. The vesting schedule for Option Units is the same as the vesting schedule for the applicable corresponding Canceled Option. Upon vesting, the Option Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Issuer.

SEC source: 0001209191-23-001922 · doc4.xml · derivative · entry 6

Mitra Shankh · CIK 0001698445 · CEO & Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 76,849

Underlying: Common · 76,849 shares

Expires 2031-02-15

F5 · derivative.exercise_price: In exchange for each Canceled Option (as defined below), the reporting person received a replacement award of membership interests in Welltower OP designated as Option Units ("Option Units"), which Option Units are intended to qualify as profits interests for US federal income tax purposes. The vesting schedule for Option Units is the same as the vesting schedule for the applicable corresponding Canceled Option. Upon vesting, the Option Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Issuer.

F5 · price: In exchange for each Canceled Option (as defined below), the reporting person received a replacement award of membership interests in Welltower OP designated as Option Units ("Option Units"), which Option Units are intended to qualify as profits interests for US federal income tax purposes. The vesting schedule for Option Units is the same as the vesting schedule for the applicable corresponding Canceled Option. Upon vesting, the Option Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Issuer.

F5 · derivative.exercise_date: In exchange for each Canceled Option (as defined below), the reporting person received a replacement award of membership interests in Welltower OP designated as Option Units ("Option Units"), which Option Units are intended to qualify as profits interests for US federal income tax purposes. The vesting schedule for Option Units is the same as the vesting schedule for the applicable corresponding Canceled Option. Upon vesting, the Option Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Issuer.

SEC source: 0001209191-23-001922 · doc4.xml · derivative · entry 5

Mitra Shankh · CIK 0001698445 · CEO & Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common · 128,694 shares

Expires 2032-01-11

F5 · price: In exchange for each Canceled Option (as defined below), the reporting person received a replacement award of membership interests in Welltower OP designated as Option Units ("Option Units"), which Option Units are intended to qualify as profits interests for US federal income tax purposes. The vesting schedule for Option Units is the same as the vesting schedule for the applicable corresponding Canceled Option. Upon vesting, the Option Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Issuer.

F6 · derivative.exercise_date: This option to purchase 128,694 Common Shares of the Issuer was previously granted to the reporting person and provided for time-based vesting. On January 3, 2023, the Issuer canceled the unvested portion of the option upon surrender to the Issuer by the reporting person (each such canceled option as described in Footnotes 4 and 6 herein, a "Canceled Option").

SEC source: 0001209191-23-001922 · doc4.xml · derivative · entry 4

Mitra Shankh · CIK 0001698445 · CEO & Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common · 76,849 shares

Expires 2031-02-15

F5 · price: In exchange for each Canceled Option (as defined below), the reporting person received a replacement award of membership interests in Welltower OP designated as Option Units ("Option Units"), which Option Units are intended to qualify as profits interests for US federal income tax purposes. The vesting schedule for Option Units is the same as the vesting schedule for the applicable corresponding Canceled Option. Upon vesting, the Option Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Issuer.

F4 · derivative.exercise_date: This option to purchase 76,849 Common Shares of the Issuer was previously granted to the reporting person and provided for time-based vesting. On January 3, 2023, the Issuer canceled the unvested portion of the option upon surrender to the Issuer by the reporting person.

SEC source: 0001209191-23-001922 · doc4.xml · derivative · entry 3

Mitra Shankh · CIK 0001698445 · CEO & Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,607

Underlying: Common · 18,607 shares

Expires not disclosed

F3 · derivative.exercise_price: In exchange for the Canceled RSUs, the reporting person received a replacement award of membership interests in Welltower OP LLC ("Welltower OP"), a subsidiary of the Issuer, designated as LTIP Units ("LTIP Units"), which LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The vesting schedule for each LTIP Unit is the same as the vesting schedule for the corresponding Canceled RSU. The LTIP Units, if and as they become vested, are convertible, conditioned upon the satisfaction of minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into Class A Common Units in Welltower OP ("OP Units"). The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Issuer.

F3 · price: In exchange for the Canceled RSUs, the reporting person received a replacement award of membership interests in Welltower OP LLC ("Welltower OP"), a subsidiary of the Issuer, designated as LTIP Units ("LTIP Units"), which LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The vesting schedule for each LTIP Unit is the same as the vesting schedule for the corresponding Canceled RSU. The LTIP Units, if and as they become vested, are convertible, conditioned upon the satisfaction of minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into Class A Common Units in Welltower OP ("OP Units"). The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Issuer.

F3 · derivative.exercise_date: In exchange for the Canceled RSUs, the reporting person received a replacement award of membership interests in Welltower OP LLC ("Welltower OP"), a subsidiary of the Issuer, designated as LTIP Units ("LTIP Units"), which LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The vesting schedule for each LTIP Unit is the same as the vesting schedule for the corresponding Canceled RSU. The LTIP Units, if and as they become vested, are convertible, conditioned upon the satisfaction of minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into Class A Common Units in Welltower OP ("OP Units"). The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Issuer.

F3 · derivative.expiration_date: In exchange for the Canceled RSUs, the reporting person received a replacement award of membership interests in Welltower OP LLC ("Welltower OP"), a subsidiary of the Issuer, designated as LTIP Units ("LTIP Units"), which LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The vesting schedule for each LTIP Unit is the same as the vesting schedule for the corresponding Canceled RSU. The LTIP Units, if and as they become vested, are convertible, conditioned upon the satisfaction of minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into Class A Common Units in Welltower OP ("OP Units"). The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Issuer.

SEC source: 0001209191-23-001922 · doc4.xml · nonDerivative · entry 1

Mitra Shankh · CIK 0001698445 · CEO & Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 81,534

F1 · shares: These restricted stock units (the "RSUs") in respect of shares of common stock, par value $1.00 per share ("Common Shares"), of Welltower Inc. (the "Issuer") were previously granted to the reporting person and provided for time-based vesting. On January 3, 2023, the Issuer canceled the unvested RSUs upon surrender to the Issuer by the reporting person (the "Canceled RSUs").

SEC source: 0001567619-23-000105 · doc1.xml · nonDerivative · entry 1

Mitra Shankh · CIK 0001698445 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,553

F1 · shares: Grant of fully-vested deferred stock units pursuant to the Company's Non-Management Trustee Compensation and Deferral Program under the Company's 2021 Equity and Performance-Based Incentive Compensation Plan. Each deferred stock unit represents the right to receive one share of the Company's common stock. The number of deferred stock units granted represents the quotient of the dollar amount of the portion of the cash retainers the reporting person has earned for the applicable calendar quarter and elected to be paid in deferred stock units, divided by the Company's closing stock price on the grant date, rounded up to the nearest deferred stock unit. The deferred stock units will be settled in shares of unrestricted common stock (i) in a lump sum on January 1, 2025 or (ii) in a lump sum upon the reporting person's earlier death or disability or upon an earlier change of control of the Company.

F2 · balance_after: Includes 887 deferred stock units.

SEC source: 0001209191-22-062366 · doc4.xml · nonDerivative · entry 1

Mitra Shankh · CIK 0001698445 · CEO & Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 100,141

F1 · kind: The reporting person is voluntarily reporting the acquisition of shares pursuant to the Welltower Inc. Employee Stock Purchase Plan ("ESPP"). This transaction was both exempt under Rule 16b-3(c) and Rule 16b-3(d).

F2 · price: In accordance with the ESPP these shares were purchased based on 85% of the closing stock price on November 30, 2022, the last trading day of the offering period.

SEC source: 0001567619-22-018038 · doc1.xml · nonDerivative · entry 1

Mitra Shankh · CIK 0001698445 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,431

F1 · shares: Grant of fully-vested deferred stock units pursuant to the Company's Non-Management Trustee Compensation and Deferral Program under the Company's 2021 Equity and Performance-Based Incentive Compensation Plan. Each deferred stock unit represents the right to receive one share of the Company's common stock. The number of deferred stock units granted represents the quotient of the dollar amount of the portion of the cash retainers the reporting person has earned for the applicable calendar quarter and elected to be paid in deferred stock units, divided by the Company's closing stock price on the grant date, rounded up to the nearest deferred stock unit. The deferred stock units will be settled in shares of unrestricted common stock (i) in a lump sum on January 1, 2025 or (ii) in a lump sum upon the reporting person's earlier death or disability or upon an earlier change of control of the Company.

F2 · balance_after: Includes 765 deferred stock units.

SEC source: 0001567619-22-013583 · doc1.xml · nonDerivative · entry 1

Mitra Shankh · CIK 0001698445 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,316

F1 · shares: Grant of fully-vested deferred stock units pursuant to the Company's Non-Management Trustee Compensation and Deferral Program under the Company's 2021 Equity and Performance-Based Incentive Compensation Plan. Each deferred stock unit represents the right to receive one share of the Company's common stock. The number of deferred stock units granted represents the quotient of the dollar amount of the portion of the cash retainers the reporting person has earned for the applicable calendar quarter and elected to be paid in deferred stock units, divided by the Company's closing stock price on the grant date, rounded up to the nearest deferred stock unit. The deferred stock units will be settled in shares of unrestricted common stock (i) in a lump sum on January 1, 2025 or (ii) in a lump sum upon the reporting person's earlier death or disability or upon an earlier change of control of the Company.

F2 · balance_after: Includes 650 deferred stock units.

SEC source: 0001062993-22-011200 · form4.xml · derivative · entry 1

Mitra Shankh · CIK 0001698445 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,000

Underlying: Common stock · 5,000 shares

Expires 2032-04-28

F1 · security: Stock Option granted pursuant to the 2021 Equity and Performance-Based Incentive Compensation Plan. Option vests in three (3) equal annual installments beginning one (1) year from the grant date.

F2 · derivative.exercise_date: This option to purchase 5,000 shares of common stock becomes exercisable as to one-third on each of April 28, 2023, 2024, and 2025.

SEC source: 0001062993-22-010845 · form4.xml · derivative · entry 2

Mitra Shankh · CIK 0001698445 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,334

Underlying: Common stock · 1,666 shares

Expires 2031-04-26

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · security: Stock Option granted pursuant to the 2016 Equity and Performance-Based Incentive Compensation Plan. Option vests in three (3) equal annual installments beginning one (1) year from the grant date.

F3 · derivative.exercise_date: This option to purchase 5,000 shares of common stock became exercisable as to one-third on April 26, 2022 and becomes exercisable as to one-third on each of April 26, 2023 and 2024.

SEC source: 0001062993-22-010845 · form4.xml · nonDerivative · entry 1

Mitra Shankh · CIK 0001698445 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,208

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · balance_after: Includes 542 deferred stock units.

SEC source: 0001567619-22-008021 · doc1.xml · nonDerivative · entry 1

Mitra Shankh · CIK 0001698445 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,542

F1 · shares: Grant of fully-vested deferred stock units pursuant to the Company's Non-Management Trustee Compensation and Deferral Program under the Company's 2021 Equity and Performance-Based Incentive Compensation Plan. Each deferred stock unit represents the right to receive one share of the Company's common stock. The number of deferred stock units granted represents the quotient of the dollar amount of the cash retainers the reporting person has earned for the applicable calendar quarter, divided by the Company's closing stock price on the grant date, rounded up to the nearest deferred stock unit. The deferred stock units will be settled in shares of unrestricted common stock (i) in a lump sum on January 1st of the calendar year following the reporting person's separation from service as a trustee or (ii) in a lump sum upon the reporting person's earlier death or disability or upon an earlier change of control of the Company.

F2 · balance_after: Includes 542 deferred stock units.

SEC source: 0001209191-22-010935 · doc4.xml · derivative · entry 4

Mitra Shankh · CIK 0001698445 · CEO & CIO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common · 25,444 shares

Expires 2022-02-15

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_price: These deferred stock units were granted without cash consideration on February 14, 2019, under the Welltower Inc. 2016 Long-Term Incentive Plan. Each deferred stock unit represents a right to receive one share of common stock of Welltower Inc. at the time of vesting of the unit. The deferred stock units vested on February 15, 2022.

F3 · derivative.exercise_date: These deferred stock units were granted without cash consideration on February 14, 2019, under the Welltower Inc. 2016 Long-Term Incentive Plan. Each deferred stock unit represents a right to receive one share of common stock of Welltower Inc. at the time of vesting of the unit. The deferred stock units vested on February 15, 2022.

F3 · derivative.expiration_date: These deferred stock units were granted without cash consideration on February 14, 2019, under the Welltower Inc. 2016 Long-Term Incentive Plan. Each deferred stock unit represents a right to receive one share of common stock of Welltower Inc. at the time of vesting of the unit. The deferred stock units vested on February 15, 2022.

F4 · derivative.underlying_shares: The reported transaction was a vesting of 25,444 deferred stock units on February 15, 2022, resulting in the issuance of 25,444 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.

F3 · balance_after: These deferred stock units were granted without cash consideration on February 14, 2019, under the Welltower Inc. 2016 Long-Term Incentive Plan. Each deferred stock unit represents a right to receive one share of common stock of Welltower Inc. at the time of vesting of the unit. The deferred stock units vested on February 15, 2022.

SEC source: 0001209191-22-010935 · doc4.xml · nonDerivative · entry 2

Mitra Shankh · CIK 0001698445 · CEO & CIO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 99,858

F1 · shares: Shares withheld upon vesting to satisfy tax withholding obligation.

SEC source: 0001209191-22-010935 · doc4.xml · nonDerivative · entry 1

Mitra Shankh · CIK 0001698445 · CEO & CIO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 109,871

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001209191-22-003549 · doc4.xml · nonDerivative · entry 1

Mitra Shankh · CIK 0001698445 · CEO & CIO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 84,427

F1 · shares: Shares withheld upon vesting of restricted stock units to satisfy tax withholding obligations.

SEC source: 0001209191-22-003356 · doc4.xml · derivative · entry 1

Mitra Shankh · CIK 0001698445 · CEO & CIO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 128,694

Underlying: Common Stock · 128,694 shares

Expires 2032-01-11

F1 · derivative.exercise_date: These options were granted without cash consideration on January 12, 2022 under the Welltower Inc. 2016 Long-Term Incentive Plan. The options vest in four equal installments on January 15, 2023, January 15, 2024, January 15, 2025 and January 15, 2026.

SEC source: 0001567619-22-000125 · doc1.xml · derivative · entry 3

Mitra Shankh · CIK 0001698445 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 5,000 shares

Expires 2031-01-01

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001567619-22-000125 · doc1.xml · nonDerivative · entry 2

Mitra Shankh · CIK 0001698445 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,455

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · balance_after: Includes 455 deferred stock units.

SEC source: 0001567619-22-000125 · doc1.xml · nonDerivative · entry 1

Mitra Shankh · CIK 0001698445 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 455

F1 · shares: Grant of fully-vested deferred stock units pursuant to the Company's Non-Management Trustee Compensation and Deferral Program under the Company's 2021 Equity and Performance-Based Incentive Compensation Plan. Each deferred stock unit represents the right to receive one share of the Company's common stock. The number of deferred stock units granted represents the quotient of the dollar amount of the cash retainers the reporting person has earned for the applicable calendar quarter, divided by the Company's closing stock price on the grant date, rounded up to the nearest deferred stock unit. The deferred stock units will be settled in shares of unrestricted common stock (i) in a lump sum on January 1st of the calendar year following the reporting person's separation from service as a trustee or (ii) in a lump sum upon the reporting person's earlier death or disability or upon an earlier change of control of the Company.

F2 · balance_after: Includes 455 deferred stock units.

SEC source: 0001123292-21-001318 · edgar.xml · nonDerivative · entry 1

Mitra Shankh · CIK 0001698445 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 364

F1 · shares: Grant of fully-vested deferred stock units pursuant to the Company's Non-Management Trustee Compensation and Deferral Program under the Company's 2016 Equity and Performance-Based Incentive Compensation Plan. Each deferred stock unit represents the right to receive one share of the Company's common stock. The number of deferred stock units granted represents the quotient of the dollar amount of the cash retainers the reporting person has earned for the applicable calendar quarter, divided by the Company's closing stock price on the grant date, rounded up to the nearest deferred stock unit. The deferred stock units will be settled in shares of unrestricted common stock (i) in a lump sum on January 1st of the calendar year following the reporting person's separation from service as a trustee or (ii) in a lump sum upon the reporting person's earlier death or disability or upon an earlier change of control of the Company.

F2 · balance_after: Includes 364 deferred stock units.

SEC source: 0001123292-21-001101 · edgar.xml · nonDerivative · entry 1

Mitra Shankh · CIK 0001698445 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 250

F1 · shares: Grant of fully-vested deferred stock units pursuant to the Company's Non-Management Trustee Compensation and Deferral Program under the Company's 2016 Equity and Performance-Based Incentive Compensation Plan. Each deferred stock unit represents the right to receive one share of the Company's common stock. The number of deferred stock units granted represents the quotient of the dollar amount of the cash retainers the reporting person has earned for the applicable calendar quarter, divided by the Company's closing stock price on the grant date, rounded up to the nearest deferred stock unit. The deferred stock units will be settled in shares of unrestricted common stock (i) in a lump sum on January 1st of the calendar year following the reporting person's separation from service as a trustee or (ii) in a lump sum upon the reporting person's earlier death or disability or upon an earlier change of control of the Company.

F2 · balance_after: Includes 250 deferred stock units.

SEC source: 0001209191-21-067639 · doc4.xml · nonDerivative · entry 1

Mitra Shankh · CIK 0001698445 · CEO, COO & CIO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 87,611

F1 · kind: The reporting person is voluntarily reporting the acquisition of shares of the issuer's common stock pursuant to the Welltower Inc. Employee Stock Purchase Plan ("ESPP"). This transaction was both exempt under Rule 16b-3(c) and Rule 16b-3(d).

F2 · price: In accordance with the ESPP these shares were purchased based on 85% of the closing stock price on December 1, 2020, the first trading day of the offering period.

SEC source: 0001123292-21-000718 · edgar.xml · derivative · entry 1

Mitra Shankh · CIK 0001698445 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,000

Underlying: Common Stock · 5,000 shares

Expires 2031-04-26

F1 · security: Stock Option granted pursuant to the 2016 Equity and Performance-Based Incentive Compensation Plan. Option vests in three (3) equal annual installments beginning one (1) year from the grant date.

F2 · derivative.exercise_date: This option to purchase 5,000 shares of common stock becomes exercisable as to one-third on each of April 26, 2022, 2023, and 2024.

SEC source: 0001567619-21-007454 · doc1.xml · nonDerivative · entry 1

Mitra Shankh · CIK 0001698445 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 137

F1 · shares: Grant of fully-vested deferred stock units pursuant to the Company's Non-Management Trustee Compensation and Deferral Program under the Company's 2016 Equity and Performance-Based Incentive Compensation Plan. Each deferred stock unit represents the right to receive one share of the Company's common stock. The number of deferred stock units granted represents the quotient of the dollar amount of the cash retainers the reporting person has earned for the applicable calendar quarter, divided by the Company's closing stock price on the grant date, rounded up to the nearest deferred stock unit. The deferred stock units will be settled in shares of unrestricted common stock (i) in a lump sum on January 1st of the calendar year following the reporting person's separation from service as a trustee or (ii) in a lump sum upon the reporting person's earlier death or disability or upon an earlier change of control of the Company.

F2 · balance_after: Includes 137 deferred stock units.

SEC source: 0001209191-21-011382 · doc4.xml · derivative · entry 9

Mitra Shankh · CIK 0001698445 · CEO, COO & CIO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 102,465 shares

Expires 2031-02-15

F7 · derivative.exercise_date: These options were granted without cash consideration on February 16, 2021 under the Welltower Inc. 2016 Long-Term Incentive Plan. The options vest in four equal installments on January 15, 2022, January 15, 2023, January 15, 2024 and January 15, 2025.

SEC source: 0001209191-21-011382 · doc4.xml · nonDerivative · entry 5

Mitra Shankh · CIK 0001698445 · CEO, COO & CIO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 87,218

F2 · shares: These shares represent restricted stock units that were granted without cash consideration on February 16, 2021 under the Welltower Inc. 2016 Long-Term Incentive Plan and 2020-2022 Long-Term Incentive Program. Each restricted stock unit will be settled in common stock upon vesting in four equal installments on January 15, 2022, January 15, 2023, January 15, 2024 and January 15, 2025.

F2 · price: These shares represent restricted stock units that were granted without cash consideration on February 16, 2021 under the Welltower Inc. 2016 Long-Term Incentive Plan and 2020-2022 Long-Term Incentive Program. Each restricted stock unit will be settled in common stock upon vesting in four equal installments on January 15, 2022, January 15, 2023, January 15, 2024 and January 15, 2025.

SEC source: 0001209191-21-011382 · doc4.xml · derivative · entry 8

Mitra Shankh · CIK 0001698445 · CEO, COO & CIO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 9,226 shares

Expires 2021-02-12

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · derivative.exercise_price: These deferred stock units were granted without cash consideration on August 9, 2018, under the Welltower Inc. 2016 Long-Term Incentive Plan. Each deferred stock unit represents a right to receive one share of common stock of Welltower Inc. at the time of vesting of the unit. The deferred stock units vested on February 12, 2021.

F5 · derivative.exercise_date: These deferred stock units were granted without cash consideration on August 9, 2018, under the Welltower Inc. 2016 Long-Term Incentive Plan. Each deferred stock unit represents a right to receive one share of common stock of Welltower Inc. at the time of vesting of the unit. The deferred stock units vested on February 12, 2021.

F5 · derivative.expiration_date: These deferred stock units were granted without cash consideration on August 9, 2018, under the Welltower Inc. 2016 Long-Term Incentive Plan. Each deferred stock unit represents a right to receive one share of common stock of Welltower Inc. at the time of vesting of the unit. The deferred stock units vested on February 12, 2021.

F6 · derivative.underlying_shares: The reported transaction was a vesting of 9,226 deferred stock units on February 12, 2021, resulting in the issuance of 9,226 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.

F5 · balance_after: These deferred stock units were granted without cash consideration on August 9, 2018, under the Welltower Inc. 2016 Long-Term Incentive Plan. Each deferred stock unit represents a right to receive one share of common stock of Welltower Inc. at the time of vesting of the unit. The deferred stock units vested on February 12, 2021.

SEC source: 0001209191-21-011382 · doc4.xml · derivative · entry 7

Mitra Shankh · CIK 0001698445 · CEO, COO & CIO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 10,545 shares

Expires 2021-02-12

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_price: These deferred stock units were granted without cash consideration on February 15, 2018, under the Welltower Inc. 2016 Long-Term Incentive Plan. Each deferred stock unit represents a right to receive one share of common stock of Welltower Inc. at the time of vesting of the unit. The deferred stock units vested on February 12, 2021.

F3 · derivative.exercise_date: These deferred stock units were granted without cash consideration on February 15, 2018, under the Welltower Inc. 2016 Long-Term Incentive Plan. Each deferred stock unit represents a right to receive one share of common stock of Welltower Inc. at the time of vesting of the unit. The deferred stock units vested on February 12, 2021.

F3 · derivative.expiration_date: These deferred stock units were granted without cash consideration on February 15, 2018, under the Welltower Inc. 2016 Long-Term Incentive Plan. Each deferred stock unit represents a right to receive one share of common stock of Welltower Inc. at the time of vesting of the unit. The deferred stock units vested on February 12, 2021.

F4 · derivative.underlying_shares: The reported transaction was a vesting of 10,545 deferred stock units on February 12, 2021, resulting in the issuance of 10,545 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.

F3 · balance_after: These deferred stock units were granted without cash consideration on February 15, 2018, under the Welltower Inc. 2016 Long-Term Incentive Plan. Each deferred stock unit represents a right to receive one share of common stock of Welltower Inc. at the time of vesting of the unit. The deferred stock units vested on February 12, 2021.

SEC source: 0001209191-21-011382 · doc4.xml · nonDerivative · entry 4

Mitra Shankh · CIK 0001698445 · CEO, COO & CIO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 76,053

F1 · shares: Shares withheld upon vesting to satisfy tax withholding obligation.

SEC source: 0001209191-21-011382 · doc4.xml · nonDerivative · entry 3

Mitra Shankh · CIK 0001698445 · CEO, COO & CIO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 80,773

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001209191-21-011382 · doc4.xml · nonDerivative · entry 2

Mitra Shankh · CIK 0001698445 · CEO, COO & CIO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 71,547

F1 · shares: Shares withheld upon vesting to satisfy tax withholding obligation.

SEC source: 0001209191-21-011382 · doc4.xml · nonDerivative · entry 1

Mitra Shankh · CIK 0001698445 · CEO, COO & CIO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 76,941

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001209191-21-004535 · doc4.xml · nonDerivative · entry 1

Mitra Shankh · CIK 0001698445 · CEO, COO & CIO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 66,396

F1 · shares: Shares withheld upon vesting of restricted stock to satisfy tax withholding obligations.

SEC source: 0001567619-21-000073 · doc1.xml · derivative · entry 1

Mitra Shankh · CIK 0001698445 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,000

Underlying: Common Stock · 15,000 shares

Expires 2031-01-01

F1 · security: Stock Option granted pursuant to the 2016 Equity and Performance-Based Incentive Compensation Plan. Options vest in three (3) equal annual installments beginning one (1) year from the grant date.

SEC source: 0001209191-21-001229 · doc4.xml · derivative · entry 4

Mitra Shankh · CIK 0001698445 · CEO, COO & CIO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common · 2,521 shares

Expires 2020-12-31

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: These deferred stock units were granted without cash consideration on August 1, 2017, under the Welltower Inc. 2016 Long-Term Incentive Plan. Each deferred stock unit represents a right to receive one share of common stock of Welltower Inc. at the time of vesting of the unit. These deferred stock units vest in two installments with 2,521 units having vested on February 14, 2020 and 2,521 units having vested on December 31, 2020.

F2 · derivative.exercise_date: These deferred stock units were granted without cash consideration on August 1, 2017, under the Welltower Inc. 2016 Long-Term Incentive Plan. Each deferred stock unit represents a right to receive one share of common stock of Welltower Inc. at the time of vesting of the unit. These deferred stock units vest in two installments with 2,521 units having vested on February 14, 2020 and 2,521 units having vested on December 31, 2020.

F2 · derivative.expiration_date: These deferred stock units were granted without cash consideration on August 1, 2017, under the Welltower Inc. 2016 Long-Term Incentive Plan. Each deferred stock unit represents a right to receive one share of common stock of Welltower Inc. at the time of vesting of the unit. These deferred stock units vest in two installments with 2,521 units having vested on February 14, 2020 and 2,521 units having vested on December 31, 2020.

F3 · derivative.underlying_shares: The reported transaction was a vesting of 2,521 deferred stock units on December 31, 2020, resulting in the issuance of 2,521 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.

F2 · balance_after: These deferred stock units were granted without cash consideration on August 1, 2017, under the Welltower Inc. 2016 Long-Term Incentive Plan. Each deferred stock unit represents a right to receive one share of common stock of Welltower Inc. at the time of vesting of the unit. These deferred stock units vest in two installments with 2,521 units having vested on February 14, 2020 and 2,521 units having vested on December 31, 2020.

SEC source: 0001209191-21-001229 · doc4.xml · nonDerivative · entry 2

Mitra Shankh · CIK 0001698445 · CEO, COO & CIO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 73,294

F1 · shares: Shares withheld upon vesting to satisfy tax withholding obligation.

SEC source: 0001209191-21-001229 · doc4.xml · nonDerivative · entry 1

Mitra Shankh · CIK 0001698445 · CEO, COO & CIO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 74,301

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001209191-20-061959 · doc4.xml · nonDerivative · entry 1

Mitra Shankh · CIK 0001698445 · CEO, COO & CIO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 71,780

F1 · shares: These shares represent restricted stock units that were granted without cash consideration on December 4, 2020 under the Welltower Inc. 2016 Long-Term Incentive Plan and 2020-2022 Long-Term Incentive Program. Each restricted stock unit will be settled in common stock upon vesting in four equal installments on January 15, 2021, January 15, 2022, January 15, 2023 and January 15, 2024.

F1 · price: These shares represent restricted stock units that were granted without cash consideration on December 4, 2020 under the Welltower Inc. 2016 Long-Term Incentive Plan and 2020-2022 Long-Term Incentive Program. Each restricted stock unit will be settled in common stock upon vesting in four equal installments on January 15, 2021, January 15, 2022, January 15, 2023 and January 15, 2024.

SEC source: 0001209191-20-061584 · doc4.xml · nonDerivative · entry 1

Mitra Shankh · CIK 0001698445 · CEO, COO & CIO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 66,912

F1 · kind: The reporting person is voluntary reporting the acquisition of shares of the issuer's common stock pursuant to the Welltower Inc. Employee Stock Purchase Plan ("ESPP"). This transaction was both exempt under Rule 16b-3(c) and Rule 16b-3(d).

F2 · price: In accordance with the ESPP these shares were purchased based on 85% of the closing stock price on May 31, 2020, the last trading day of the offering period.

SEC source: 0001209191-20-010686 · doc4.xml · derivative · entry 5

Mitra Shankh · CIK 0001698445 · EVP, Investments

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,521

Underlying: Common · 2,521 shares

Expires 2020-02-14

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · derivative.exercise_price: These deferred stock units were granted without cash consideration on August 1, 2017, under the Welltower Inc. 2016 Long-Term Incentive Plan. Each deferred stock unit represents a right to receive one share of common stock of Welltower Inc. at the time of vesting of the unit. These deferred stock units vest in two installments with 2,521 units having vested on February 14, 2020 and 2,521 units vesting on December 31, 2020.

F4 · derivative.exercise_date: These deferred stock units were granted without cash consideration on August 1, 2017, under the Welltower Inc. 2016 Long-Term Incentive Plan. Each deferred stock unit represents a right to receive one share of common stock of Welltower Inc. at the time of vesting of the unit. These deferred stock units vest in two installments with 2,521 units having vested on February 14, 2020 and 2,521 units vesting on December 31, 2020.

F4 · derivative.expiration_date: These deferred stock units were granted without cash consideration on August 1, 2017, under the Welltower Inc. 2016 Long-Term Incentive Plan. Each deferred stock unit represents a right to receive one share of common stock of Welltower Inc. at the time of vesting of the unit. These deferred stock units vest in two installments with 2,521 units having vested on February 14, 2020 and 2,521 units vesting on December 31, 2020.

F5 · derivative.underlying_shares: The reported transaction was a vesting of 2,521 deferred stock units on February 20, 2020, resulting in the issuance of 2,521 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.

F4 · balance_after: These deferred stock units were granted without cash consideration on August 1, 2017, under the Welltower Inc. 2016 Long-Term Incentive Plan. Each deferred stock unit represents a right to receive one share of common stock of Welltower Inc. at the time of vesting of the unit. These deferred stock units vest in two installments with 2,521 units having vested on February 14, 2020 and 2,521 units vesting on December 31, 2020.

SEC source: 0001209191-20-010686 · doc4.xml · nonDerivative · entry 3

Mitra Shankh · CIK 0001698445 · EVP, Investments

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 66,612

F2 · shares: These shares represent restricted stock units that were granted without cash consideration on February 14, 2020 under the Welltower Inc. 2016 Long-Term Incentive Plan and 2020-2022 Long-Term Incentive Program. Each restricted stock unit will be settled in common stock upon vesting in four equal installments on January 15, 2021, January 15, 2022, January 15, 2023 and January 15, 2024.

F2 · price: These shares represent restricted stock units that were granted without cash consideration on February 14, 2020 under the Welltower Inc. 2016 Long-Term Incentive Plan and 2020-2022 Long-Term Incentive Program. Each restricted stock unit will be settled in common stock upon vesting in four equal installments on January 15, 2021, January 15, 2022, January 15, 2023 and January 15, 2024.

SEC source: 0001209191-20-010686 · doc4.xml · nonDerivative · entry 2

Mitra Shankh · CIK 0001698445 · EVP, Investments

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 51,014

F1 · shares: Shares withheld upon vesting to satisfy tax withholding obligation.

SEC source: 0001209191-20-010686 · doc4.xml · nonDerivative · entry 1

Mitra Shankh · CIK 0001698445 · EVP, Investments

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 52,304

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001209191-20-004056 · doc4.xml · nonDerivative · entry 1

Mitra Shankh · CIK 0001698445 · EVP, Investments

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 49,783

F1 · shares: Shares withheld upon vesting of restricted stock to satisfy tax withholding obligations.