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Ventas (VTR) EVP Bulgarelli reports RSU tax share withholding in Form 4

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Ventas, Inc. executive Peter J. Bulgarelli reported an automatic share withholding related to equity compensation. On 01/02/2026, the company withheld 1,676 shares of Ventas common stock to cover taxes due on the vesting of restricted stock units that were granted to him on March 19, 2025 under the Ventas, Inc. 2022 Incentive Plan. The withholding price was $77.33 per share, which reflects the closing price of Ventas common stock on the vesting date. After this tax withholding event, Bulgarelli beneficially owned 104,812 shares of Ventas common stock directly.

Positive

  • None.

Negative

  • None.
Insider Bulgarelli Peter J.
Role EVP OM&R-Ventas/Pres&CEO-LHS
Type Security Shares Price Value
Tax Withholding Common Stock 1,676 $77.33 $130K
Holdings After Transaction: Common Stock — 104,812 shares (Direct)
Footnotes (1)
  1. Represents shares withheld to pay taxes on the vesting of restricted stock units granted to the Reporting Person on March 19, 2025 under the Ventas, Inc. 2022 Incentive Plan. Represents the applicable closing price per share of Issuer's common stock as of the date of the vesting.
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*
Bulgarelli Peter J.

(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 OM&R-Ventas/Pres&CEO-LHS
3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026
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 01/02/2026 F 1,676(1) D $77.33(2) 104,812 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 March 19, 2025 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.
Remarks:
Exhibit 24 - Power of Attorney
Peter J. Bulgarelli By: /s/ Jessica Stricklin, Attorney-in-Fact 01/06/2026
** 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 transaction did Ventas (VTR) report for Peter J. Bulgarelli?

Peter J. Bulgarelli reported that 1,676 shares of Ventas common stock were withheld on 01/02/2026 to pay taxes due on vested restricted stock units.

Was the Ventas (VTR) insider transaction an open market sale?

No. The filing states the 1,676 shares represent shares withheld to pay taxes on the vesting of restricted stock units granted under the 2022 Incentive Plan, not an open market sale.

At what price were the Ventas (VTR) shares valued for the tax withholding?

The withheld shares were valued at $77.33 per share, which the filing identifies as the applicable closing price of Ventas common stock on the vesting date.

How many Ventas (VTR) shares does Peter J. Bulgarelli own after the reported transaction?

Following the tax withholding transaction, Peter J. Bulgarelli beneficially owned 104,812 shares of Ventas common stock directly.

What equity award plan is referenced in the Ventas (VTR) Form 4 filing?

The restricted stock units that vested and triggered the tax withholding were granted on March 19, 2025 under the Ventas, Inc. 2022 Incentive Plan.

What is Peter J. Bulgarelli’s role at Ventas (VTR) according to the filing?

The filing identifies him as an officer of Ventas with the title EVP OM&R-Ventas/Pres&CEO-LHS.