Ventas (VTR) CEO Debra Cafaro reports grants, tax-withheld shares in Form 4

Rhea-AI Filing Summary

Ventas, Inc.'s Chairman and CEO Debra A. Cafaro reported several equity compensation transactions in the company’s common stock. On February 11, 2026, she acquired 176,925 shares issued under a 2023–2025 performance stock unit award pursuant to the Ventas, Inc. 2022 Incentive Plan.

On the same date, 78,377 shares were disposed of to cover taxes on those performance shares, using a price of $85.69 per share as the applicable closing price. She also received a grant of 54,265 restricted stock units that are payable solely in common stock and vest in three equal annual installments starting after each of the first three anniversaries of the grant date.

Following these transactions, Cafaro directly beneficially owned 1,266,847 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

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^*

CAFARO DEBRA A

(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
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

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		A		176,925(1)	A	$0	1,290,959	D
Common Stock	02/11/2026		F		78,377(2)	D	$85.69(3)	1,212,582	D
Common Stock	02/11/2026		A		54,265(4)	A	$85.69(3)	1,266,847	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. 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").

2. 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.

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

4. 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:

	Debra A. Cafaro 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 Ventas (VTR) CEO Debra Cafaro report on February 11, 2026?

Debra Cafaro reported equity compensation activity, including 176,925 shares issued from a 2023–2025 performance stock unit award and 54,265 newly granted restricted stock units, along with a tax-withholding share disposition, all dated February 11, 2026, under Ventas’ 2022 Incentive Plan.

How many Ventas (VTR) shares were withheld for taxes in Debra Cafaro’s Form 4 filing?

The Form 4 shows that 78,377 Ventas common shares were disposed of to pay taxes on the performance stock units issued to Debra Cafaro. The tax withholding used the applicable closing price of $85.69 per share referenced in the filing’s explanatory footnotes.

What are the vesting terms of Debra Cafaro’s February 11, 2026 Ventas (VTR) RSU grant?

The February 11, 2026 restricted stock units 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, and the units are payable solely in Ventas common stock under the 2022 Incentive Plan.

How many Ventas (VTR) shares does Debra Cafaro own after the reported Form 4 transactions?

After the reported transactions, Debra Cafaro directly beneficially owned 1,266,847 shares of Ventas common stock. This figure reflects the performance share issuance, tax-withholding share disposition, and new restricted stock unit grant disclosed in the February 11, 2026 transactions.

Were Debra Cafaro’s Ventas (VTR) Form 4 transactions open-market buys or compensation-related awards?

The disclosed transactions are compensation-related. Shares were issued from a 2023–2025 performance stock unit award, shares were withheld to pay related taxes, and additional restricted stock units were granted, all under the Ventas, Inc. 2022 Incentive Plan, rather than open-market purchases.

What performance award generated new Ventas (VTR) shares for Debra Cafaro in this Form 4?

The new shares came from a 2023–2025 performance stock unit award granted on January 23, 2023. The Form 4 notes that 176,925 shares were issued under this award pursuant to the Ventas, Inc. 2022 Incentive Plan, triggering the related tax-withholding share disposition.