Ventas (NYSE: VTR) director Melody Barnes receives 66.7 stock units via dividend equivalents

Rhea-AI Filing Summary

Barnes Melody C reported acquisition or exercise transactions in this Form 4 filing.

Ventas, Inc. director Melody C. Barnes received a grant of common stock units credited as dividend equivalents under the company’s Non-Employee Directors' Equity Award Deferral Program. The award totaled 66.742 shares based on the $85.51 closing price on April 16, 2026, increasing her direct holdings to 33,259.958 shares of common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Barnes Melody C

Role Director

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

Holdings After Transaction: Common Stock — 33,259.958 shares (Direct)

Footnotes (1)

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

Key Figures

Stock units granted: 66.742 shares Grant valuation price: $85.51 per share Shares held after transaction: 33,259.958 shares +1 more

4 metrics

Stock units granted 66.742 shares Dividend equivalents credited on April 16, 2026

Grant valuation price $85.51 per share Closing price on April 16, 2026

Shares held after transaction 33,259.958 shares Direct Ventas common stock holdings post-grant

Transaction code A Grant, award, or other acquisition of non-derivative common stock

Key Terms

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

3 terms

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 (the "Program")"

dividend equivalents financial

"as a result of dividend equivalents credited with respect to the dividend on Issuer's common stock paid on April 16, 2026"

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.

2022 Incentive Plan financial

"adopted pursuant to the Ventas, Inc. 2022 Incentive Plan as a result of dividend equivalents"

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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Barnes Melody C

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/16/2026		A		66.742(1)	A	$85.51(2)	33,259.958	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' 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.

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

Remarks:

	Melody C. Barnes, 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)

FAQ

What insider transaction did Ventas (VTR) director Melody C. Barnes report?

Melody C. Barnes reported an acquisition of 66.742 Ventas common stock units. These were credited as dividend equivalents under a director equity award deferral program on April 16, 2026, and are payable solely in common stock according to her deferral election and program terms.

How many Ventas (VTR) shares does Melody C. Barnes hold after this Form 4?

After this transaction, Melody C. Barnes directly holds 33,259.958 shares of Ventas common stock. This total includes the 66.742 stock units granted as dividend equivalents, which are part of the company’s Non-Employee Directors' Equity Award Deferral Program adopted under the 2022 Incentive Plan.

What was the price used for Melody C. Barnes’ Ventas (VTR) stock unit grant?

The stock units were valued at $85.51 per share, which represents the closing price of Ventas common stock on the April 16, 2026 grant date. This price was used solely for the grant calculation under the company’s director equity award deferral program.

What is the Ventas (VTR) Non-Employee Directors' Equity Award Deferral Program?

The Non-Employee Directors' Equity Award Deferral Program allows Ventas directors to receive equity awards, including dividend equivalents, in units payable solely in common stock. It operates under the Ventas, Inc. 2022 Incentive Plan and is governed by each director’s individual deferral election and program conditions.

How were the 66.742 Ventas (VTR) stock units for Melody C. Barnes generated?

The 66.742 units arose from dividend equivalents credited on April 16, 2026. These equivalents correspond to a dividend paid on Ventas common stock and are converted into stock units under the Non-Employee Directors' Equity Award Deferral Program, remaining payable only in common shares at settlement.