Ventas director receives stock units via dividends

Ventas, Inc. director Sumit Roy reported acquiring additional common stock units through dividend-equivalent awards, not open-market purchases.

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Rhea-AI Filing Summary

Ventas, Inc. director Sumit Roy reported acquiring additional common stock units through dividend-equivalent awards, not open-market purchases. On April 16, 2026, he received 49.717 units and 66.742 units of common stock at a reference price of $85.51 per share under company director deferral programs. These awards, payable solely in common stock pursuant to his deferral elections, increased his directly held common stock to 22,357.224 shares.

Insider Trade Summary

Grant/Award: 116.459 shares

Grant/Award 2 txns

Insider Roy Sumit

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	49.717	$85.51	$4K
Grant/Award	Common Stock	66.742	$85.51	$6K

Holdings After Transaction: Common Stock — 22,357.224 shares (Direct)

Footnotes (3)

F1. Common stock in the form of units granted under the Ventas, Inc. Non-Employee Directors' Cash Compensation Deferral Plan (the "Plan") as a result of dividend equivalents credited with respect to the dividend on Issuer's common stock paid on April 16, 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 Plan.
F2. Represents the closing price per share of Issuer's common stock as of the grant date.
F3. 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 April 16, 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.

Key Figures

Dividend-equivalent units grant 1: 49.717 shares Dividend-equivalent units grant 2: 66.742 shares Reference share price: $85.51 per share +1 more

4 metrics

Dividend-equivalent units grant 1 49.717 shares Common stock units credited April 16, 2026

Dividend-equivalent units grant 2 66.742 shares Common stock units credited April 16, 2026

Reference share price $85.51 per share Closing price of Ventas common stock on grant date

Shares owned after transaction 22,357.224 shares Direct Ventas common stock holdings after awards

Key Terms

Non-Employee Directors' Cash Compensation Deferral Plan, dividend equivalents, Non-Employee Directors' Equity Award Deferral Program, 2022 Incentive Plan

4 terms

Non-Employee Directors' Cash Compensation Deferral Plan financial

"Common stock in the form of units granted under the Ventas, Inc. Non-Employee Directors' Cash Compensation Deferral Plan"

dividend equivalents financial

"as a result of dividend equivalents credited with respect to the dividend on Issuer's common stock"

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

Non-Employee Directors' Equity Award Deferral Program financial

"Common stock in the form of units granted under the Ventas, Inc. Non-Employee Directors' Equity Award Deferral Program"

2022 Incentive Plan financial

"Non-Employee Directors' Equity Award Deferral Program adopted pursuant to 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.

FAQ

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What insider transaction did Ventas (VTR) director Sumit Roy report?

Director Sumit Roy reported acquiring small amounts of Ventas common stock units as compensation, not buying shares on the open market. The awards came from dividend equivalents credited under company director deferral programs tied to the April 16, 2026 common stock dividend.

How many Ventas (VTR) shares did Sumit Roy acquire in this Form 4?

Sumit Roy acquired 49.717 and 66.742 common stock units, both tied to dividend equivalents on Ventas stock. These units are payable solely in common stock under his deferral elections, modestly increasing his overall equity position as a non-employee director.

At what price were the Ventas (VTR) dividend-equivalent units valued?

Both awards used $85.51 per share, representing the closing price of Ventas common stock on the grant date. This price serves as the reference value for the common stock units credited as dividend equivalents under the company’s director deferral arrangements.

What is Sumit Roy’s Ventas (VTR) shareholding after these transactions?

After these dividend-equivalent awards, Sumit Roy directly holds 22,357.224 Ventas common shares. This figure reflects his updated ownership following the crediting of common stock units under the company’s non-employee director cash and equity deferral programs.

What plans governed the Ventas (VTR) dividend-equivalent grants to Sumit Roy?

The awards arose under the Ventas Non-Employee Directors' Cash Compensation Deferral Plan and the Non-Employee Directors' Equity Award Deferral Program. Both arrangements credit dividend equivalents in the form of units payable solely in common stock, subject to his deferral elections and governing plan terms.

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Accepted by SEC EDGAR 04/17/2026 - 04:10 PM EDT

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^*

Roy Sumit

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/16/2026

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)
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	04/16/2026		A		49.717⁽¹⁾	A	$85.51⁽²⁾	22,290.482	D
Common Stock	04/16/2026		A		66.742⁽³⁾	A	$85.51⁽²⁾	22,357.224	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. Common stock in the form of units granted under the Ventas, Inc. Non-Employee Directors' Cash Compensation Deferral Plan (the "Plan") as a result of dividend equivalents credited with respect to the dividend on Issuer's common stock paid on April 16, 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 Plan.

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

3. 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 April 16, 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.

Remarks:

	Sumit Roy, By: /s/ Jessica Stricklin, Attorney-In-Fact	04/17/2026
	** 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)

Source: View Original Filing on SEC EDGAR