Ventas (VTR) EVP Bulgarelli reports stock awards, tax withholding and RSU grant

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(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Ventas, Inc. executive Peter J. Bulgarelli reported equity compensation-related transactions in company common stock. On February 11, 2026, he acquired 31,602 shares issued for his 2023–2025 performance stock unit award at $0 per share, reflecting a stock-based incentive payout. To cover associated taxes, 13,998 shares were disposed of through a tax-withholding transaction at a price of $85.69 per share, based on the closing stock price. On the same date, he also received a grant of 11,410 restricted stock units at $85.69 that vest in three equal annual installments starting after the first three anniversaries of the grant. Following these transactions, he directly held 126,768 shares of Ventas common stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Bulgarelli Peter J.

Role EVP OM&R-Ventas/Pres&CEO-LHS

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	31,602	$0.00	--
Tax Withholding	Common Stock	13,998	$85.69	$1.20M
Grant/Award	Common Stock	11,410	$85.69	$978K

Holdings After Transaction: Common Stock — 129,356 shares (Direct)

Footnotes (1)

Shares issued pursuant to the 2023-2025 performance stock unit award granted to Reporting Person on January 23, 2023, under the Ventas, Inc. 2022 Incentive Plan (the "Plan"). Represents shares withheld to pay taxes on the shares issued pursuant to the 2023-2025 performance stock unit award granted to Reporting Person on January 23, 2023. Represents the applicable closing price per share of Issuer's common stock. Restricted stock units granted to Reporting Person on February 11, 2026, pursuant to the Plan. The units are payable solely in common stock, are subject to the terms of the Plan and the applicable award agreements and vest in three equal annual installments on the first day of the month following each of the first three anniversaries of the grant date.

Form 4 Insider Transactions: What Each Field Means →

02/13/2026 - 04:10 PM

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
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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^*

Bulgarelli Peter J.

(Last)

(First)

(Middle)

C/O VENTAS, INC.

300 NORTH LASALLE ST., SUITE 1600

(Street)

CHICAGO

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 OM&R-Ventas/Pres&CEO-LHS

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/11/2026		A		31,602⁽¹⁾	A	$0	129,356	D
Common Stock	02/11/2026		F		13,998⁽²⁾	D	$85.69⁽³⁾	115,358	D
Common Stock	02/11/2026		A		11,410⁽⁴⁾	A	$85.69⁽³⁾	126,768	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Shares issued pursuant to the 2023-2025 performance stock unit award granted to Reporting Person on January 23, 2023, under the Ventas, Inc. 2022 Incentive Plan (the "Plan").

2. Represents shares withheld to pay taxes on the shares issued pursuant to the 2023-2025 performance stock unit award granted to Reporting Person on January 23, 2023.

3. Represents the applicable closing price per share of Issuer's common stock.

4. Restricted stock units granted to Reporting Person on February 11, 2026, pursuant to the Plan. The units are payable solely in common stock, are subject to the terms of the Plan and the applicable award agreements and vest in three equal annual installments on the first day of the month following each of the first three anniversaries of the grant date.

Remarks:

	Peter J. Bulgarelli By: /s/ Kenneth Hagan, Attorney-In-Fact	02/13/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Ventas (VTR) executive Peter Bulgarelli report on February 11, 2026?

Peter Bulgarelli reported three equity transactions on February 11, 2026. He received 31,602 common shares from a performance stock unit award, had 13,998 shares withheld for taxes, and was granted 11,410 restricted stock units under the Ventas, Inc. 2022 Incentive Plan.

How many Ventas (VTR) shares does Peter Bulgarelli beneficially own after the reported Form 4 transactions?

After the reported transactions, Peter Bulgarelli directly beneficially owns 126,768 Ventas common shares. This figure reflects the net result of the performance share issuance, tax-withholding share disposition, and new restricted stock unit grant recorded on February 11, 2026.

What is the nature of the 31,602 Ventas (VTR) shares acquired by Peter Bulgarelli?

The 31,602 shares were issued pursuant to a 2023–2025 performance stock unit award granted on January 23, 2023. They were delivered under the Ventas, Inc. 2022 Incentive Plan as stock-based compensation, with a reported acquisition price of $0 per share.

Why were 13,998 Ventas (VTR) shares disposed of in Peter Bulgarelli’s Form 4 filing?

The 13,998 shares were disposed of as part of a tax-withholding transaction. These shares were withheld to pay taxes due on the performance stock unit shares issued, using the applicable closing price of $85.69 per share on Ventas common stock.

What are the terms of the 11,410 restricted stock units granted to Peter Bulgarelli by Ventas (VTR)?

The 11,410 restricted stock units were granted on February 11, 2026 under the 2022 Incentive Plan. They are payable solely in Ventas common stock and vest in three equal annual installments on the first day of the month following each of the first three anniversaries of the grant date.

What role does Peter Bulgarelli hold at Ventas (VTR) in this Form 4 filing?

In this Form 4 filing, Peter Bulgarelli is identified as an officer of Ventas, serving as EVP OM&R-Ventas and President & CEO of LHS. The reported transactions relate to his direct ownership of Ventas common stock as part of equity compensation.