Form 4: Probst Robert F reports multiple insider transactions in VTR

Rhea-AI Filing Summary

Probst Robert F reported multiple insider transaction types in a Form 4 filing for VTR. The filing lists transactions totaling 82,579 shares at a weighted average price of $85.69 per share. Following the reported transactions, holdings were 169,759 shares.

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^*

Probst Robert F

(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 CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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	02/11/2026		A		43,800(1)	A	$0	169,759	D
Common Stock	02/11/2026		F		19,402(2)	D	$85.69(3)	150,357	D
Common Stock	02/11/2026		A		19,377(4)	A	$85.69(3)	169,734	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. Shares issued pursuant to the 2023-2025 performance stock unit award granted to Reporting Person on January 23, 2023, under the Ventas, Inc. 2022 Incentive Plan (the "Plan").

2. Represents shares withheld to pay taxes on the shares issued pursuant to the 2023-2025 performance stock unit award granted to Reporting Person on January 23, 2023.

3. Represents the applicable closing price per share of Issuer's common stock.

4. Restricted stock units granted to Reporting Person on February 11, 2026, pursuant to the Plan. The units are payable solely in common stock, are subject to the terms of the Plan and the applicable award agreements and vest in three equal annual installments on the first day of the month following each of the first three anniversaries of the grant date.

Remarks:

	Robert F. Probst, By: /s/ Kenneth Hagan, Attorney-In-Fact	02/13/2026
	** 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 transactions did Ventas (VTR) EVP and CFO Robert Probst report?

Robert Probst reported equity compensation activity on February 11, 2026. He received 43,800 performance-based shares, had 19,402 shares withheld for taxes, and was granted 19,377 restricted stock units, all tied to Ventas’ 2022 Incentive Plan awards and vesting schedules.

Were the Ventas (VTR) shares disposed of by Robert Probst open-market sales?

No, the 19,402 Ventas shares were disposed of to pay taxes. The filing labels this as a tax-withholding disposition, meaning shares were withheld to satisfy tax liabilities on vested performance stock rather than sold in an open-market transaction.

How many Ventas (VTR) shares did Robert Probst hold after these Form 4 transactions?

After the tax-withholding disposition and subsequent restricted stock unit grant, Robert Probst directly held 169,734 Ventas common shares. This reflects the reported sequence of acquiring performance shares, withholding shares for taxes, and receiving new restricted stock units.

What performance award led to the 43,800 Ventas (VTR) shares issued to Robert Probst?

The 43,800 shares were issued under a 2023–2025 performance stock unit award. That award was granted on January 23, 2023, pursuant to the Ventas, Inc. 2022 Incentive Plan, and shares were delivered upon achievement and vesting of the performance conditions.

What are the vesting terms of Robert Probst’s new Ventas (VTR) restricted stock units?

The 19,377 restricted stock units granted on February 11, 2026 vest in three equal annual installments. Vesting occurs on the first day of the month following each of the first three anniversaries of the grant date, with payment solely in Ventas common stock.

At what price were the Ventas (VTR) tax-withheld and RSU shares valued?

Both the 19,402 tax-withheld shares and the 19,377 restricted stock units were valued at $85.69 per share. The filing notes that this represents the applicable closing price of Ventas’ common stock used for those award and withholding calculations.