Ventas (VTR) director reports 662.744 stock units via fee deferral plan

Rhea-AI Filing Summary

Ventas, Inc. director Roxanne M. Martino reported an acquisition of common stock units under the company’s Non-Employee Directors' Cash Compensation Deferral Plan. On 01/02/2026, she received 662.744 common stock units in lieu of director fees, at a reference price of $77.33 per share, based on the issuer’s closing stock price on the grant date. These units are payable solely in common stock and remain subject to the terms of her deferral election and the Plan. Following this grant, she beneficially owned 63,079.839 shares of Ventas common stock in direct ownership.

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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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^*

Martino Roxanne M

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

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	01/02/2026		A		662.744(1)	A	$77.33(2)	63,079.839	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:

Exhibit 24 - Power of Attorney

	Roxanne M. Martino, By: /s/ Jessica Stricklin, Attorney-In-Fact	01/06/2026
	** 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 transaction did Ventas (VTR) report in this Form 4?

Ventas reported that director Roxanne M. Martino acquired 662.744 common stock units on 01/02/2026 under the Non-Employee Directors' Cash Compensation Deferral Plan.

What was the price used for the Ventas (VTR) director stock units on 01/02/2026?

The stock units were valued at $77.33 per share, which represents the closing price of Ventas common stock on the grant date.

How many Ventas (VTR) shares does Roxanne M. Martino beneficially own after this transaction?

After the reported transaction, Roxanne M. Martino beneficially owned 63,079.839 shares of Ventas common stock in direct ownership.

Why did the Ventas (VTR) director receive stock units instead of cash fees?

The 662.744 units were granted under Ventas' Non-Employee Directors' Cash Compensation Deferral Plan in lieu of director fees, pursuant to the director's deferral election.

Are the Ventas (VTR) director stock units paid in cash or stock?

The reported units are payable solely in common stock, subject to the terms and conditions of the director's deferral election and the Plan.

Is this Ventas (VTR) Form 4 transaction part of a Rule 10b5-1 trading plan?

The form includes a checkbox to indicate Rule 10b5-1 plan transactions, but the provided content does not show that this box was checked for this grant.