Ventas (VTR) EVP reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

Ventas, Inc. executive vice president and general counsel Carey S. Roberts reported a routine equity transaction involving company stock. On January 2, 2026, 1,609 shares of Ventas common stock were withheld by the company to cover taxes due on the vesting of restricted stock units that were granted on March 19, 2025 under the Ventas, Inc. 2022 Incentive Plan. The withholding price was $77.33 per share, which was the closing price of the stock on the vesting date. After this tax withholding, Roberts directly owns 115,041 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^*

Roberts Carey S.

(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 and GC

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

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	01/02/2026		F		1,609(1)	D	$77.33(2)	115,041	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 March 19, 2025 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.

Remarks:

Exhibit 24 - Power of Attorney

	Carey S. Roberts By: /s/ Jessica Stricklin, Attorney-in-Fact	01/06/2026
	** 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.
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FAQ

What insider transaction did Carey S. Roberts report for Ventas (VTR)?

Carey S. Roberts reported that 1,609 shares of Ventas common stock were withheld on January 2, 2026 to pay taxes due on the vesting of restricted stock units.

Why were 1,609 Ventas (VTR) shares withheld from Carey S. Roberts?

The 1,609 shares were withheld to pay taxes arising from the vesting of restricted stock units granted to Roberts under the Ventas, Inc. 2022 Incentive Plan.

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

The shares were valued at $77.33 per share, which represents the applicable closing price of Ventas common stock on the January 2, 2026 vesting date.

How many Ventas (VTR) shares does Carey S. Roberts own after this transaction?

Following the tax withholding transaction, Carey S. Roberts directly owns 115,041 shares of Ventas common stock.

What equity plan were the Ventas (VTR) restricted stock units granted under?

The restricted stock units that vested and triggered the tax withholding were granted on March 19, 2025 under the Ventas, Inc. 2022 Incentive Plan.

What does this Form 4 filing indicate about Ventas (VTR) executive compensation?

The Form 4 shows that part of Carey S. Roberts' compensation includes restricted stock units, which vest over time and can result in share withholding to satisfy tax obligations.