Ventas (VTR) EVP Hutchens reports new stock awards and tax share withholding

Rhea-AI Filing Summary

Ventas, Inc. executive James Justin Hutchens, EVP Senior Housing and CIO, reported several equity award transactions in company common stock. He acquired 39,076 shares at $0 through the vesting of a 2023–2025 performance stock unit award under the 2022 Incentive Plan, and 17,310 shares were disposed of to cover related tax withholding at a share price of $85.69. He also received a new grant of 21,341 restricted stock units on February 11, 2026, which are payable in common stock 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. Following these transactions, Hutchens directly beneficially owned 200,573 shares of Ventas common stock.

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^*

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)
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		39,076(1)	A	$0	196,542	D
Common Stock	02/11/2026		F		17,310(2)	D	$85.69(3)	179,232	D
Common Stock	02/11/2026		A		21,341(4)	A	$85.69(3)	200,573	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:

	James Justin Hutchens 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).
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FAQ

What insider transactions did Ventas (VTR) report for James Justin Hutchens?

Ventas reported that executive James Justin Hutchens received 39,076 common shares from a performance stock unit vesting and 21,341 new restricted stock units, while 17,310 shares were withheld to cover taxes. After these equity-related transactions, he directly owned 200,573 Ventas common shares.

How many Ventas (VTR) shares does James Justin Hutchens own after this Form 4?

After the reported transactions, James Justin Hutchens directly beneficially owned 200,573 Ventas common shares. This reflects the net result of performance stock unit vesting, shares withheld for taxes, and a new restricted stock unit grant recorded on February 11, 2026 under the company’s incentive plan.

What was the purpose of the 17,310 Ventas (VTR) shares disposed of in this filing?

The 17,310 Ventas shares were disposed of to pay taxes on shares issued from a 2023–2025 performance stock unit award. This tax-withholding disposition used the issuer’s common stock at a reference closing price of $85.69 per share as indicated in the Form 4 footnotes.

What new equity award did James Justin Hutchens receive from Ventas (VTR)?

James Justin Hutchens received a grant of 21,341 restricted stock units on February 11, 2026 under Ventas’s 2022 Incentive Plan. These units are payable solely in common stock and vest in three equal annual installments following each of the first three anniversaries of the grant date.

How do the new Ventas (VTR) restricted stock units for Hutchens vest over time?

The 21,341 restricted stock units granted to Hutchens vest in three equal annual installments. Vesting occurs on the first day of the month following each of the first three anniversaries of the February 11, 2026 grant date, subject to the plan and related award agreements.

What role does James Justin Hutchens hold at Ventas (VTR) in this Form 4?

In the Form 4, James Justin Hutchens is identified as an officer of Ventas, serving as Executive Vice President Senior Housing and Chief Investment Officer. The filing reports equity awards and related tax-withholding dispositions in Ventas common stock associated with his compensation package.