Ventas (NYSE: VTR) EVP withholds stock to cover RSU tax obligations

Rhea-AI Filing Summary

Ventas, Inc. executive James Justin Hutchens reported share withholding transactions tied to restricted stock vesting. On February 1, 2026, a total of 2,894, 3,046, and 3,643 shares of common stock were withheld to pay taxes on vested restricted stock units granted in 2023, 2024, and 2025 under the Ventas, Inc. 2022 Incentive Plan, at a reference price of $77.67 per share. After these tax withholdings, Hutchens directly beneficially owned 157,466 shares of Ventas common stock.

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

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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^*

Hutchens James Justin

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP Senior Housing and CIO

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

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	02/01/2026		F		2,894(1)	D	$77.67(2)	164,155	D
Common Stock	02/01/2026		F		3,046(3)	D	$77.67(2)	161,109	D
Common Stock	02/01/2026		F		3,643(4)	D	$77.67(2)	157,466	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. Represents shares withheld to pay taxes on the vesting of restricted stock units granted to the Reporting Person on January 23, 2023 under the Ventas, Inc. 2022 Incentive Plan.

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

3. Represents shares withheld to pay taxes on the vesting of restricted stock units granted to the Reporting Person on January 2, 2024 under the Ventas, Inc. 2022 Incentive Plan.

4. Represents shares withheld to pay taxes on the vesting of restricted stock units granted to the Reporting Person on January 2, 2025 under the Ventas, Inc. 2022 Incentive Plan.

Remarks:

	James Justin Hutchens By: /s/ Jessica Stricklin, Attorney-in-Fact	02/03/2026
	** 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).
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FAQ

What did Ventas (VTR) executive James Justin Hutchens report on this Form 4?

He reported share withholdings to cover taxes on vested restricted stock units. On February 1, 2026, Ventas withheld several small blocks of common stock tied to prior RSU grants, leaving him with 157,466 directly owned shares afterward.

How many Ventas (VTR) shares were withheld for James Justin Hutchens’ taxes?

Three separate tax-withholding entries were reported: 2,894 shares, 3,046 shares, and 3,643 shares of Ventas common stock. Each block corresponds to a different restricted stock unit grant that vested and triggered tax obligations for the executive.

What price per share was used for the Ventas (VTR) tax-withholding transactions?

All reported tax-withholding transactions used a price of $77.67 per Ventas common share. Footnotes state this represents the applicable closing price of Ventas’ common stock on the February 1, 2026 vesting date used to calculate the number of shares withheld.

Which Ventas (VTR) incentive plan grants were involved in these Form 4 transactions?

The withholdings relate to restricted stock units granted under the Ventas, Inc. 2022 Incentive Plan. The RSUs were originally granted on January 23, 2023, January 2, 2024, and January 2, 2025, and vested on February 1, 2026, triggering the tax withholdings.

How many Ventas (VTR) shares does James Justin Hutchens own after these transactions?

After the February 1, 2026 tax-withholding events, Hutchens directly beneficially owned 157,466 shares of Ventas common stock. This figure reflects his remaining holdings once the company withheld shares needed to satisfy associated tax liabilities from the RSU vestings.

What is James Justin Hutchens’ role at Ventas (VTR) according to this Form 4?

He is identified as an officer of Ventas, serving as EVP Senior Housing and CIO. The filing classifies him as a reporting person but not as a director or 10% owner, reflecting his executive position rather than board or large shareholder status.