Dividend equivalents add shares for Ventas (NYSE: VTR) board

Rhea-AI Filing Summary

Ventas, Inc. director Marguerite M. Nader reported an automatic acquisition of common stock units under the company’s Non-Employee Directors' Equity Award Deferral Program. On January 15, 2026, she received 68.063 common stock units at a value based on the $76.92 closing price of Ventas common stock on the grant date, reflecting dividend equivalents on the company’s common stock dividend paid that day.

After this transaction, Nader beneficially owned 21,358.216 shares of Ventas common stock in direct form. The units are payable solely in common stock and remain subject to the terms of her deferral election and the Program, which was adopted under the Ventas, Inc. 2022 Incentive Plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

NADER MARGUERITE M

(Last) (First) (Middle)

C/O VENTAS, INC.

300 NORTH LASALLE ST., SUITE 1600

(Street)

CHICAGO IL 60654

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ventas, Inc. [ VTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/15/2026		A		68.063(1)	A	$76.92(2)	21,358.216	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Common stock in the form of units granted under the Ventas, Inc. Non-Employee Directors' Equity Award Deferral Program (the "Program") adopted pursuant to the Ventas, Inc. 2022 Incentive Plan as a result of dividend equivalents credited with respect to the dividend on Issuer's common stock paid on January 15, 2026. Such units are payable solely in common stock and subject to the terms and conditions of the Reporting Person's deferral election and the Program.

2. Represents the closing price per share of Issuer's common stock as of the grant date.

Remarks:

Exhibit 24 - Power of Attorney

	Marguerite M. Nader, By: /s/ Jessica Stricklin, Attorney-In-Fact	01/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Ventas (VTR) disclose for Marguerite M. Nader?

The filing shows that director Marguerite M. Nader acquired 68.063 common stock units of Ventas, Inc. on January 15, 2026 through the Non-Employee Directors' Equity Award Deferral Program.

What was the price used for the Ventas (VTR) stock units granted to Marguerite Nader?

The stock units were valued using $76.92 per share, which represents the closing price of Ventas common stock on the grant date.

Why did Marguerite Nader receive additional Ventas (VTR) stock units?

She received the units as dividend equivalents credited under the Ventas, Inc. Non-Employee Directors' Equity Award Deferral Program in connection with the dividend paid on January 15, 2026.

How many Ventas (VTR) shares does Marguerite Nader own after this Form 4 transaction?

Following the reported transaction, Marguerite Nader beneficially owned 21,358.216 shares of Ventas common stock in direct ownership.

What plan governs the Ventas (VTR) director stock units reported in this Form 4?

The units were granted under the Ventas, Inc. Non-Employee Directors' Equity Award Deferral Program, which operates pursuant to the Ventas, Inc. 2022 Incentive Plan.

How will the Ventas (VTR) stock units reported for Marguerite Nader be settled?

According to the disclosure, the units are payable solely in common stock and are subject to the terms and conditions of Marguerite Nader’s deferral election and the Program.