Ventas (NYSE: VTR) director reports stock units from dividend equivalents

Rhea-AI Filing Summary

Ventas, Inc. director Sumit Roy reported automatic acquisitions of common stock units linked to dividends. On January 15, 2026, he received 48.195 common stock units under the Ventas Non-Employee Directors' Cash Compensation Deferral Plan and 68.063 units under the Non-Employee Directors' Equity Award Deferral Program, both credited as dividend equivalents on Ventas' common stock. Each grant used a reference price of $76.92 per share. After these transactions, Roy directly beneficially owned 21,859.714 shares of Ventas common stock in total.

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^*

Roy Sumit

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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	01/15/2026		A		48.195(1)	A	$76.92(2)	21,791.651	D
Common Stock	01/15/2026		A		68.063(3)	A	$76.92(2)	21,859.714	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. 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 January 15, 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 January 15, 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	01/16/2026
	** 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.

FAQ

What insider activity did Ventas (VTR) report for Sumit Roy?

Ventas director Sumit Roy reported automatic acquisitions of common stock units on January 15, 2026, credited as dividend equivalents under two director deferral programs.

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

Roy acquired 48.195 common stock units under the cash compensation deferral plan and 68.063 units under the equity award deferral program, both payable solely in common stock.

What was the reference price for the Ventas (VTR) stock units granted to Sumit Roy?

The units were valued using $76.92 per share, which represents the closing price of Ventas common stock on the grant date.

How many Ventas (VTR) shares does Sumit Roy own after these transactions?

Following the reported transactions, Sumit Roy beneficially owned 21,859.714 shares of Ventas common stock, held directly.

What plans or programs granted the Ventas (VTR) stock units to Sumit Roy?

The grants came from the Non-Employee Directors' Cash Compensation Deferral Plan and the Non-Employee Directors' Equity Award Deferral Program adopted under the 2022 Incentive Plan.

Are the Ventas (VTR) units granted to Sumit Roy payable in stock or cash?

The footnotes state the units are payable solely in common stock, subject to Roy's deferral elections and the terms of the applicable plan or program.