Director defers fees into Ventas (NYSE: VTR) stock-based units

Rhea-AI Filing Summary

LUSTIG MATTHEW J reported acquisition or exercise transactions in this Form 4 filing.

Ventas, Inc. director Matthew J. Lustig received an award of 447.712 common-stock-denominated units at a reference price of $89.65 per share. The award was made under Ventas’ Non-Employee Directors' Cash Compensation Deferral Plan in lieu of cash director fees and is payable solely in common stock. Following this grant, Lustig directly holds 95,453.424 shares of Ventas common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider LUSTIG MATTHEW J

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	447.712	$89.65	$40K

Holdings After Transaction: Common Stock — 95,453.424 shares (Direct, null)

Footnotes (1)

1. Common stock in the form of units granted under the Ventas, Inc. Non-Employee Directors' Cash Compensation Deferral Plan (the "Plan") in lieu of director fees pursuant to the director's deferral election. Such units are payable solely in common stock and subject to the terms and conditions of the director's deferral election and the Plan. Represents the closing price per share of Issuer's common stock as of the grant date.

Key Figures

Units granted: 447.712 units Reference price: $89.65 per share Post-grant holdings: 95,453.424 shares

3 metrics

Units granted 447.712 units Common-stock-denominated units granted in lieu of director fees

Reference price $89.65 per share Closing price of Ventas common stock on the grant date

Post-grant holdings 95,453.424 shares Total Ventas common shares directly held after the grant

Key Terms

Non-Employee Directors' Cash Compensation Deferral Plan, deferral election, payable solely in common stock, closing price per share

4 terms

Non-Employee Directors' Cash Compensation Deferral Plan financial

"Common stock in the form of units granted under the Ventas, Inc. Non-Employee Directors' Cash Compensation Deferral Plan"

deferral election financial

"in lieu of director fees pursuant to the director's deferral election"

payable solely in common stock financial

"Such units are payable solely in common stock and subject to the terms"

closing price per share financial

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 05:26 PM Accepted by SEC EDGAR 07/02/2026 - 05:25 PM Learn about SEC filing dates

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^*

LUSTIG MATTHEW J

(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)
07/01/2026

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	07/01/2026		A		447.712(1)	A	$89.65(2)	95,453.424	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' Cash Compensation Deferral Plan (the "Plan") in lieu of director fees pursuant to the director's deferral election. Such units are payable solely in common stock and subject to the terms and conditions of the director's deferral election and the Plan.

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

Remarks:

	Matthew J. Lustig, By: /s/ Jessica Stricklin, Attorney-In-Fact	07/02/2026
	** 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 did Ventas (VTR) director Matthew J. Lustig report in this Form 4?

Matthew J. Lustig reported receiving 447.712 common-stock-denominated units of Ventas, Inc. as a grant. The units were awarded under the Non-Employee Directors' Cash Compensation Deferral Plan in lieu of cash director fees and are payable solely in common stock.

Was the Ventas (VTR) Form 4 transaction an open-market stock purchase?

No, the transaction was not an open-market purchase. The 447.712 units were granted as deferred compensation under Ventas’ Non-Employee Directors' Cash Compensation Deferral Plan, replacing cash director fees and converting them into stock-based units payable only in common stock.

What price was used for the Ventas (VTR) director fee deferral stock units?

The grant used $89.65 as the reference price per Ventas common share. Footnotes state this represents the closing price of the company’s common stock on the grant date, which was used to determine the number of units credited for the deferred director fees.

How many Ventas (VTR) shares does Matthew J. Lustig hold after this grant?

After the grant, Matthew J. Lustig directly holds 95,453.424 shares of Ventas common stock. This total reflects his holdings following the addition of 447.712 common-stock-denominated units awarded under the company’s Non-Employee Directors' Cash Compensation Deferral Plan.

What is the Ventas (VTR) Non-Employee Directors' Cash Compensation Deferral Plan?

The plan allows non-employee directors to defer cash fees into stock-denominated units of Ventas common stock. These units are granted in lieu of cash, determined using the stock’s closing price on the grant date, and are ultimately payable solely in shares of common stock.