Ventas (NYSE: VTR) EVP Carey Roberts trades stock and receives awards

Rhea-AI Filing Summary

Ventas EVP and General Counsel Carey S. Roberts reported multiple stock transactions in Ventas, Inc. common stock. On February 11, 2026, Roberts completed an open-market sale of 35,532 shares at a weighted average price of $84.9971 per share, leaving 72,755 shares directly owned immediately after that sale.

On the same date, 30,241 shares were issued to Roberts from a 2023–2025 performance stock unit award under the 2022 Incentive Plan, increasing direct holdings to 102,996 shares. The company then withheld 13,394 shares at a reference price of $85.69 to cover taxes tied to that award, reducing direct ownership to 89,602 shares.

Roberts also received a new grant of 12,010 restricted stock units on February 11, 2026 at a reference price of $85.69, which are payable in stock and vest in three equal annual installments starting the month after each of the first three anniversaries of the grant date. Following these transactions, Roberts directly owned 101,612 Ventas 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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Roberts Carey S.

(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 GC

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		S		35,532	D	$84.9971(1)	72,755	D
Common Stock	02/11/2026		A		30,241(2)	A	$0	102,996	D
Common Stock	02/11/2026		F		13,394(3)	D	$85.69(4)	89,602	D
Common Stock	02/11/2026		A		12,010(5)	A	$85.69(4)	101,612	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. The price reported is a weighted average price. These shares were sold by the Reporting Person in multiple transactions at prices ranging from $84.99 to $85.091, inclusive. The Reporting Person undertakes to provide Issuer, any security holder of Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. 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").

3. 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.

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

5. 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:

	Carey S. Roberts 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 VTR executive Carey S. Roberts report?

Carey S. Roberts reported several transactions, including an open-market sale, performance share issuance, tax withholding, and a new restricted stock unit grant. All involved Ventas, Inc. common stock and occurred on February 11, 2026, under the company’s equity incentive plan.

How many Ventas (VTR) shares did Carey S. Roberts sell?

Roberts sold 35,532 shares of Ventas common stock in an open-market transaction at a weighted average price of $84.9971 per share. The sale occurred through multiple trades within a narrow price range between $84.99 and $85.091, as disclosed in the filing footnote.

What new Ventas (VTR) equity awards did Carey S. Roberts receive?

Roberts received 30,241 shares from a 2023–2025 performance stock unit award and a separate grant of 12,010 restricted stock units. Both awards were made under the Ventas 2022 Incentive Plan and are payable in common stock subject to plan terms and award agreements.

Why were some Ventas (VTR) shares withheld in Carey S. Roberts’ Form 4?

The filing shows 13,394 Ventas shares were withheld to cover taxes on shares issued from the 2023–2025 performance stock unit award. This tax-withholding disposition used the issuer’s common stock at a closing price of $85.69 per share as the reference value.

What is Carey S. Roberts’ Ventas (VTR) share ownership after the reported trades?

After all reported transactions on February 11, 2026, Roberts directly owned 101,612 shares of Ventas common stock. This figure reflects the combination of the open-market sale, performance share issuance, tax withholding, and the new restricted stock unit grant recorded that day.

How do the new Ventas (VTR) RSUs for Carey S. Roberts vest?

The 12,010 restricted stock units granted to Roberts 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, assuming continued satisfaction of award conditions.