Ventas (VTR) EVP Bulgarelli has RSU tax withholdings at $77.67 per share

Rhea-AI Filing Summary

Ventas, Inc. executive Peter J. Bulgarelli reported tax‑related share withholdings tied to equity vesting. On February 1, 2026, three Form 4 transactions (code F) show a total of 7,058 shares of common stock withheld at $77.67 per share to cover taxes on restricted stock units granted in 2023, 2024, and 2025 under the Ventas, Inc. 2022 Incentive Plan. After these withholding events, he directly held 97,754 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^*

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)
02/01/2026

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	02/01/2026		F		2,340(1)	D	$77.67(2)	102,472	D
Common Stock	02/01/2026		F		2,346(3)	D	$77.67(2)	100,126	D
Common Stock	02/01/2026		F		2,372(4)	D	$77.67(2)	97,754	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 January 23, 2023 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.

3. Represents shares withheld to pay taxes on the vesting of restricted stock units granted to the Reporting Person on January 2, 2024 under the Ventas, Inc. 2022 Incentive Plan.

4. Represents shares withheld to pay taxes on the vesting of restricted stock units granted to the Reporting Person on January 2, 2025 under the Ventas, Inc. 2022 Incentive Plan.

Remarks:

	Peter J. Bulgarelli By: /s/ Jessica Stricklin, Attorney-in-Fact	02/03/2026
	** 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 transaction did Ventas (VTR) report for Peter J. Bulgarelli?

Ventas disclosed that EVP Peter J. Bulgarelli had shares withheld to cover taxes on vesting restricted stock units. On February 1, 2026, 7,058 common shares were withheld in three transactions related to awards under the Ventas, Inc. 2022 Incentive Plan.

Were the Ventas (VTR) insider transactions open-market sales or tax withholdings?

The reported Ventas transactions were tax withholdings, not open-market sales. All three Form 4 entries use code F and footnotes state the shares were withheld to pay taxes upon vesting of restricted stock units granted in 2023, 2024, and 2025.

At what price were Ventas (VTR) shares withheld in the Form 4 filing?

The shares were withheld at a price of $77.67 per Ventas common share. A footnote explains this represents the applicable closing price on the vesting date of the restricted stock units used to determine the value of shares withheld for taxes.

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

After the February 1, 2026 tax-withholding transactions, Peter J. Bulgarelli directly owned 97,754 Ventas common shares. The Form 4 table lists this figure as the amount beneficially owned following the final reported withholding transaction for his restricted stock unit vestings.

What awards triggered the Ventas (VTR) tax-withholding transactions in this Form 4?

The tax-withholding transactions were triggered by vesting of restricted stock units granted in 2023, 2024, and 2025. Footnotes state the units were granted on January 23, 2023, January 2, 2024, and January 2, 2025 under the Ventas, Inc. 2022 Incentive Plan.

What is Peter J. Bulgarelli’s role at Ventas (VTR) in this insider filing?

In the insider filing, Peter J. Bulgarelli is listed as an officer of Ventas. His title is shown as EVP OM&R-Ventas/Pres&CEO-LHS, indicating an executive vice president position and leadership roles within the company’s operating and healthcare segments.