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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 16, 2026
Ventas, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-10989 |
|
61-1055020 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
| 300
North LaSalle Street, Suite
1600, Chicago, Illinois |
|
60654 |
| (Address of principal executive offices) |
|
(Zip
Code) |
Registrant’s telephone number, including
area code: (877) 483-6827
Not applicable
(Former name or former address, if changed since
last report)
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which
registered |
| Common stock, $0.25 par value |
VTR |
New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 16, 2026, Gregory R. Liebbe, Senior
Vice President, Chief Accounting Officer and Controller informed Ventas, Inc. (the “Company”) that he is resigning to pursue
other opportunities. Mr. Liebbe’s last day of employment with the Company will be February 27, 2026. Mr. Liebbe’s decision
to resign is not the result of any disagreement with the Company, including with respect to any matter relating to the Company’s
accounting practices or financial reporting.
Robert. F. Probst, Executive Vice President and
Chief Financial Officer of the Company commented, “We are grateful for Greg’s many contributions to Ventas over the last 20
years, including the last 10 years as our Chief Accounting Officer. We wish him well in his future endeavors.”
Concurrent with Mr. Liebbe’s departure,
Mr. Probst will assume the responsibilities of Chief Accounting Officer on an interim basis while the Company conducts a comprehensive
search for a permanent successor.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
VENTAS, INC. |
| |
|
| Date: February 20, 2026 |
By: |
/s/ Carey S. Roberts |
| |
|
Carey S. Roberts |
|
|
|
Executive Vice President, General Counsel, Ethics and Compliance Officer and Corporate Secretary |
