Ventas (VTR) director converts deferred board fees into 396 stock 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 automatic grant of 396.293 shares of common stock-equivalent units on 2026-04-01. These units were awarded under the Ventas Non-Employee Directors' Cash Compensation Deferral Plan in lieu of cash director fees he elected to defer.

The units are payable solely in Ventas common stock and are subject to the terms of his deferral election and the plan. After this award, Lustig directly holds a total of 92,662.739 shares of Ventas common stock, reflecting his ongoing equity-based compensation as a board member.

Insights

Equity compensation analyst

Routine director fee deferral into stock units; minor, compensation-driven change.

Director Matthew J. Lustig acquired 396.293 stock-settled units in Ventas, Inc. under a non-employee director cash compensation deferral plan. This represents director fees being converted into equity rather than an open-market share purchase.

The award uses the common stock closing price of $82.01 on the grant date to set the number of units. Following the grant, Lustig holds 92,662.739 shares directly, so this award is small relative to his overall position and appears to be a routine compensation event.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider LUSTIG MATTHEW J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	396.293	$82.01	$32K

Holdings After Transaction: Common Stock — 92,662.739 shares (Direct)

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

Stock units granted: 396.293 shares Grant valuation price: $82.01 per share Holdings after transaction: 92,662.739 shares

3 metrics

Stock units granted 396.293 shares Common stock units granted in lieu of director fees on April 1, 2026

Grant valuation price $82.01 per share Closing price used to value units on the grant date

Holdings after transaction 92,662.739 shares Director Matthew J. Lustig’s direct Ventas common stock holdings post-grant

Key Terms

Non-Employee Directors' Cash Compensation Deferral Plan, deferral election, stock-settled units, closing price per share

4 terms

Non-Employee Directors' Cash Compensation Deferral Plan financial

"granted under the Ventas, Inc. Non-Employee Directors' Cash Compensation Deferral Plan (the "Plan")"

deferral election financial

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

stock-settled units 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"

Form 4 Insider Transactions: What Each Field Means →

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)
04/01/2026

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	04/01/2026		A		396.293(1)	A	$82.01(2)	92,662.739	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	04/03/2026
	** 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).
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 insider transaction did Ventas (VTR) director Matthew J. Lustig report?

Director Matthew J. Lustig reported receiving 396.293 common stock-equivalent units. The units were granted as part of a fee deferral under Ventas’ Non-Employee Directors' Cash Compensation Deferral Plan, representing an equity-based form of his director compensation rather than an open-market purchase.

At what price were the Ventas (VTR) director fee deferral units valued?

The 396.293 stock units for director Matthew J. Lustig were valued at a closing price of $82.01 per Ventas common share on the grant date, which determined how many units he received in exchange for his deferred cash director fees.

How many Ventas (VTR) shares does Matthew J. Lustig hold after this Form 4 grant?

After the April 1, 2026 grant, Matthew J. Lustig directly holds 92,662.739 Ventas common shares. The 396.293 stock-settled units added a relatively small amount to his existing holdings, reflecting routine equity-based compensation as a non-employee director.

Was the Ventas (VTR) Form 4 transaction a market purchase or a compensation grant?

The Form 4 transaction for Ventas director Matthew J. Lustig was a compensation-related grant, coded “A” for award/acquisition. It reflects stock-settled units granted under a director fee deferral plan, not an open-market purchase of common shares on an exchange.

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

The plan allows Ventas non-employee directors to defer their cash fees into units payable solely in common stock. Matthew J. Lustig’s 396.293 units were granted under this plan, following his deferral election and subject to the plan’s terms and conditions.