Ventas (NYSE: VTR) EVP reports RSU tax share withholding

Rhea-AI Filing Summary

Ventas, Inc. executive James Justin Hutchens, EVP Senior Housing and CIO, reported an automatic share withholding related to equity compensation. On 01/02/2026, 2,043 shares of Ventas common stock were withheld to pay taxes upon the vesting of restricted stock units that were granted on March 19, 2025 under the Ventas, Inc. 2022 Incentive Plan.

The transaction was coded "F," indicating a tax-withholding event rather than a discretionary open-market trade. The withholding price was the $77.33 closing price per share on the vesting date. After this transaction, Hutchens beneficially owned 167,049 shares of Ventas common stock directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Hutchens James Justin

Role EVP Senior Housing and CIO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,043	$77.33	$158K

Holdings After Transaction: Common Stock — 167,049 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.

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^*

Hutchens James Justin

(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 Senior Housing and CIO

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		2,043(1)	D	$77.33(2)	167,049	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

	James Justin Hutchens 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 did Ventas (VTR) report in this Form 4 filing?

The filing reports that EVP Senior Housing and CIO James Justin Hutchens had 2,043 shares of Ventas common stock withheld on 01/02/2026 to pay taxes due on the vesting of previously granted restricted stock units.

Who is the insider involved in this Ventas (VTR) Form 4?

The reporting person is James Justin Hutchens, who serves as EVP Senior Housing and CIO of Ventas, Inc.

How many Ventas (VTR) shares were affected by the reported transaction?

A total of 2,043 shares of Ventas common stock were withheld to cover tax obligations associated with the vesting of restricted stock units.

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

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

How many Ventas (VTR) shares does the insider own after this transaction?

Following the tax-withholding transaction, James Justin Hutchens beneficially owned 167,049 shares of Ventas common stock directly.

What is the nature of the equity award mentioned in the Ventas (VTR) Form 4?

The transaction relates to the vesting of restricted stock units granted to the reporting person on March 19, 2025 under the Ventas, Inc. 2022 Incentive Plan.

Does this Ventas (VTR) Form 4 reflect an open-market sale by the insider?

No. The transaction code is "F", which indicates that shares were withheld to pay taxes on a vesting equity award, rather than sold in a discretionary open-market trade.