Ventas (VTR) director receives stock unit grant under cash compensation deferral plan

Rhea-AI Filing Summary

Martino Roxanne M reported acquisition or exercise transactions in this Form 4 filing.

Ventas, Inc. director Roxanne M. Martino reported receiving an award of 543.781 shares of common stock in the form of units under the company’s Non-Employee Directors' Cash Compensation Deferral Plan. The award reflects a value based on a closing price of $89.65 per share on the grant date.

These units were granted in lieu of cash director fees, pursuant to her deferral election, and are payable solely in common stock under the terms of the plan and her election. Following this grant, she holds a total of 66,671.802 shares of Ventas common stock directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Martino Roxanne M

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	543.781	$89.65	$49K

Holdings After Transaction: Common Stock — 66,671.802 shares (Direct, null)

Footnotes (1)

1. Common stock in the form of units granted under the Ventas, Inc. Non-Employee Directors' Cash Compensation Deferral Plan (the "Plan") in lieu of director fees pursuant to the director's deferral election. Such units are payable solely in common stock and subject to the terms and conditions of the director's deferral election and the Plan. Represents the closing price per share of Issuer's common stock as of the grant date.

Key Figures

Stock units granted: 543.781 shares Grant valuation price: $89.65 per share Total holdings after grant: 66,671.802 shares

3 metrics

Stock units granted 543.781 shares Common stock units granted under directors' deferral plan

Grant valuation price $89.65 per share Closing price on grant date used to determine units

Total holdings after grant 66,671.802 shares Direct Ventas common stock ownership following transaction

Key Terms

Non-Employee Directors' Cash Compensation Deferral Plan, deferral election, grant, closing price per share

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"

deferral election financial

"in lieu of director fees pursuant to the director's deferral election"

grant financial

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

closing price per share financial

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 05:26 PM Accepted by SEC EDGAR 07/02/2026 - 05:25 PM 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

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^*

Martino Roxanne M

(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)
07/01/2026

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	07/01/2026		A		543.781(1)	A	$89.65(2)	66,671.802	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") in lieu of director fees pursuant to the director's deferral election. Such units are payable solely in common stock and subject to the terms and conditions of the director's deferral election and the Plan.

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

Remarks:

	Roxanne M. Martino, By: /s/ Jessica Stricklin, Attorney-In-Fact	07/02/2026
	** 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)

FAQ

What insider transaction did Ventas (VTR) director Roxanne Martino report?

Roxanne M. Martino reported receiving 543.781 Ventas common stock units as a grant under the Non-Employee Directors' Cash Compensation Deferral Plan. These units were awarded in lieu of cash director fees and are payable solely in common stock, reflecting routine director compensation.

At what price were the Ventas (VTR) stock units valued in this Form 4?

The stock units were valued using a closing price of $89.65 per share on the grant date. This price is used solely to determine the number of units granted under the deferral plan in exchange for director fees, not as an open-market purchase or sale price.

How many Ventas (VTR) shares does Roxanne Martino hold after this grant?

After the grant, Roxanne M. Martino directly holds 66,671.802 shares of Ventas common stock. This total includes the 543.781 units granted under the directors' cash compensation deferral plan, which are payable solely in common stock according to the plan’s terms.

Is the Ventas (VTR) Form 4 transaction an open-market buy or sell?

The transaction is not an open-market buy or sell. It is a grant of 543.781 stock units awarded under Ventas’ Non-Employee Directors' Cash Compensation Deferral Plan, issued in lieu of cash director fees pursuant to the director’s compensation deferral election.

What is the Ventas (VTR) Non-Employee Directors' Cash Compensation Deferral Plan?

The plan allows non-employee directors to defer their cash fees into common stock units. In this case, 543.781 units were granted to Roxanne M. Martino, payable solely in Ventas common stock and governed by both the plan’s provisions and her deferral election terms.