Ventas executive shares withheld for RSU tax

Ventas, Inc. executive Peter J. Bulgarelli reported routine tax-related share dispositions linked to restricted stock unit vesting.

Rhea-AI Filing Summary

Ventas, Inc. executive Peter J. Bulgarelli reported routine tax-related share dispositions linked to restricted stock unit vesting. On May 1, 2026, a total of 6,214 shares of common stock were withheld at $88.02 per share to cover taxes on RSUs granted in 2024, 2025 and 2026, in connection with his retirement effective May 1, 2026. These Form 4 entries reflect compensation and tax withholding mechanics rather than open-market buying or selling.

Insider Trade Summary

Exercise Price or Tax Liability: 6,214 shares

Exercise Price or Tax Liability 3 txns

Insider Bulgarelli Peter J.

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

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	2,346	$88.02	$206K
Exercise Price or Tax Liability	Common Stock	2,372	$88.02	$209K
Exercise Price or Tax Liability	Common Stock	1,496	$88.02	$132K

Holdings After Transaction: Common Stock — 120,554 shares (Direct)

Footnotes (4)

1. F1. 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, in connection with the Reporting Person's retirement effective May 1, 2026.
2. F2. Represents the applicable closing price per share of Issuer's common stock as of the date of the vesting.
3. F3. 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, in connection with the Reporting Person's retirement effective May 1, 2026.
4. F4. Represents shares withheld to pay taxes on the vesting of restricted stock units granted to the Reporting Person on February 11, 2026 under the Ventas, Inc. 2022 Incentive Plan, in connection with the Reporting Person's retirement effective May 1, 2026.

Key Figures

Tax-withheld shares: 6,214 shares Price per share: $88.02 per share Retirement effective date: May 1, 2026 +3 more

6 metrics

Tax-withheld shares 6,214 shares Total F-code tax-withholding dispositions on May 1, 2026

Price per share $88.02 per share Applicable closing price on RSU vesting date

Retirement effective date May 1, 2026 RSU vesting and tax withholding tied to retirement

RSU grant date January 2, 2024 One of the RSU grants under 2022 Incentive Plan

RSU grant date January 2, 2025 Second RSU grant under 2022 Incentive Plan

RSU grant date February 11, 2026 Third RSU grant under 2022 Incentive Plan

Key Terms

restricted stock units, 2022 Incentive Plan, taxes on the vesting, closing price per share, +2 more

6 terms

restricted stock units financial

"Represents shares withheld to pay taxes on the vesting of restricted stock units granted to the Reporting Person"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

2022 Incentive Plan financial

"granted to the Reporting Person ... under the Ventas, Inc. 2022 Incentive Plan"

A 2022 incentive plan is a formal program adopted in 2022 that outlines how a company will reward employees, executives, or directors with cash, stock, or other benefits tied to performance or continued service. Investors care because these plans can change how much ownership exists (dilution), affect reported profits through compensation costs, and influence whether managers are motivated to increase long‑term value—think of it as the rules for a company’s bonus and stock‑award system.

taxes on the vesting financial

"Represents shares withheld to pay taxes on the vesting of restricted stock units"

closing price per share financial

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

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

retirement effective May 1, 2026 financial

"in connection with the Reporting Person's retirement effective May 1, 2026"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the Ventas (VTR) Form 4 filed for Peter J. Bulgarelli show?

The Form 4 shows shares of Ventas common stock withheld to pay taxes on vesting restricted stock units. These are compensation-related tax-withholding dispositions, not open-market purchases or sales, tied to Mr. Bulgarelli’s RSU awards and his retirement effective May 1, 2026.

How many Ventas (VTR) shares were withheld for taxes in this Form 4?

A total of 6,214 Ventas common shares were withheld to cover tax obligations. The filing groups three separate tax-withholding transactions on May 1, 2026, all related to vesting restricted stock units granted in prior years under the Ventas, Inc. 2022 Incentive Plan.

Were these Ventas (VTR) insider transactions open-market sales?

No. The transactions are coded F, indicating shares withheld to satisfy tax liabilities on RSU vesting. The filing describes them as tax-withholding dispositions rather than discretionary market sales, so they do not represent Peter J. Bulgarelli selling shares into the open market.

Which Ventas (VTR) RSU grants are involved in this Form 4?

The tax-withholding relates to RSUs granted on January 2, 2024, January 2, 2025 and February 11, 2026. All were granted under the Ventas, Inc. 2022 Incentive Plan, and the shares vested in connection with Peter J. Bulgarelli’s retirement effective May 1, 2026.

What stock price was used for the Ventas (VTR) tax-withholding shares?

The filing states an applicable closing price of $88.02 per Ventas common share as of the vesting date. This price is used to value the 6,214 shares withheld to pay taxes arising from the vesting of multiple restricted stock unit awards.

Does this Ventas (VTR) Form 4 indicate a change in Peter J. Bulgarelli’s investment view?

The Form 4 reflects tax withholding on compensation rather than a strategic trade. Shares were delivered to satisfy tax liabilities on RSU vesting tied to his retirement. Such F-code transactions typically provide limited insight into the insider’s personal outlook on Ventas stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/05/2026 - 05:58 PM EDT Learn about SEC filing dates

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

X

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 ILLINOIS 60654

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

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

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

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

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	05/01/2026		F		2,346(1)	D	$88.02(2)	124,422	D
Common Stock	05/01/2026		F		2,372(3)	D	$88.02(2)	122,050	D
Common Stock	05/01/2026		F		1,496(4)	D	$88.02(2)	120,554	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 2, 2024 under the Ventas, Inc. 2022 Incentive Plan, in connection with the Reporting Person's retirement effective May 1, 2026.

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, 2025 under the Ventas, Inc. 2022 Incentive Plan, in connection with the Reporting Person's retirement effective May 1, 2026.

4. Represents shares withheld to pay taxes on the vesting of restricted stock units granted to the Reporting Person on February 11, 2026 under the Ventas, Inc. 2022 Incentive Plan, in connection with the Reporting Person's retirement effective May 1, 2026.

Remarks:

	Peter J. Bulgarelli By: /s/ Kenneth Hagan, Attorney-In-Fact	05/05/2026
	** 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.
* Form 4: SEC 1474 (03-26)