Ventas (VTR) EVP and GC reports tax withholding on restricted stock units

Rhea-AI Filing Summary

Ventas, Inc. executive Carey S. Roberts, EVP and General Counsel, reported routine tax-related share withholdings on February 1, 2026. Three Form 4 transactions, all coded "F", reflect common shares withheld to pay taxes upon vesting of restricted stock units granted under the Ventas, Inc. 2022 Incentive Plan.

The transactions covered 2,239, 2,245, and 2,270 shares of common stock at a reference price of $77.67 per share, with ownership remaining directly held. After these withholdings, Roberts continued to beneficially own over one hundred thousand 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)
02/01/2026

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	02/01/2026		F		2,239(1)	D	$77.67(2)	112,802	D
Common Stock	02/01/2026		F		2,245(3)	D	$77.67(2)	110,557	D
Common Stock	02/01/2026		F		2,270(4)	D	$77.67(2)	108,287	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 23, 2023 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.

3. 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.

4. 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.

Remarks:

	Carey S. Roberts By: /s/ Jessica Stricklin, Attorney-in-Fact	02/03/2026
	** 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 Ventas (VTR) report for Carey S. Roberts?

Ventas reported that EVP and General Counsel Carey S. Roberts had common shares withheld to cover taxes on vested restricted stock units. Three Form 4 transactions on February 1, 2026 were coded "F" and related to awards under the 2022 Incentive Plan.

How many Ventas (VTR) shares were withheld for Carey S. Roberts taxes?

The Form 4 shows tax withholdings of 2,239, 2,245, and 2,270 Ventas common shares. Each withholding relates to vesting of different restricted stock unit grants made in 2023, 2024, and 2025 under the companys 2022 Incentive Plan.

What price per share was used in the Ventas (VTR) Form 4 tax withholdings?

All three tax-withholding transactions used a reference price of $77.67 per Ventas common share. The filing explains this represents the applicable closing price per share as of the vesting date for the relevant restricted stock unit awards.

Does the Ventas (VTR) Form 4 indicate open-market sales by Carey S. Roberts?

The filing does not indicate open-market sales. Instead, all three transactions are coded "F" and described as shares withheld to pay taxes on restricted stock units vesting, a standard administrative mechanism under the Ventas 2022 Incentive Plan.

What role does Carey S. Roberts hold at Ventas (VTR)?

Carey S. Roberts is reported as an officer of Ventas, serving as EVP and General Counsel. The Form 4 confirms this relationship to the issuer while detailing the tax-withholding transactions in Ventas common stock on February 1, 2026.

How many Ventas (VTR) shares did Carey S. Roberts hold after the reported transactions?

After the final tax-withholding transaction, the Form 4 shows Roberts beneficially owning 108,287 Ventas common shares directly. Earlier lines show intermediate balances of 112,802 and 110,557 shares as the sequential withholdings were recorded on the same date.