Ventas (NYSE: VTR) CFO covers RSU tax bill through share withholding

Rhea-AI Filing Summary

Ventas, Inc. executive vice president and CFO Robert F. Probst reported routine share withholdings related to restricted stock unit vesting on February 1, 2026. A total of 3,244, 3,252, and 3,704 shares of common stock were withheld at a price of $77.67 per share to cover taxes on RSUs granted in 2023, 2024, and 2025 under the Ventas, Inc. 2022 Incentive Plan. After these tax-withholding transactions, he beneficially owned 125,959 shares of Ventas common stock directly.

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^*

Probst Robert F

(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 CFO

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		3,244(1)	D	$77.67(2)	132,915	D
Common Stock	02/01/2026		F		3,252(3)	D	$77.67(2)	129,663	D
Common Stock	02/01/2026		F		3,704(4)	D	$77.67(2)	125,959	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:

	Robert F. Probst, 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 February 1, 2026?

On February 1, 2026, Ventas EVP and CFO Robert F. Probst reported three Form 4 transactions where common shares were withheld to cover taxes on vesting restricted stock units at a price of $77.67 per share under the company’s 2022 Incentive Plan.

How many Ventas (VTR) shares were withheld for Robert Probst’s RSU taxes?

A total of three tax-withholding events were reported: 3,244, 3,252, and 3,704 Ventas common shares. Each withholding related to vesting restricted stock units granted in 2023, 2024, and 2025 under the Ventas, Inc. 2022 Incentive Plan.

What does transaction code "F" mean in the Ventas (VTR) Form 4 filing?

Transaction code "F" indicates shares were withheld by the issuer to satisfy tax obligations on equity awards. In this case, Ventas withheld common shares from EVP and CFO Robert F. Probst upon vesting of restricted stock units granted under the 2022 Incentive Plan.

How many Ventas (VTR) shares does CFO Robert Probst own after these transactions?

Following the February 1, 2026 tax-withholding transactions, EVP and CFO Robert F. Probst beneficially owned 125,959 Ventas common shares directly. This figure reflects his updated ownership after shares were withheld to pay taxes on vesting restricted stock units.

Were Robert Probst’s Ventas (VTR) transactions open-market sales?

No. The Form 4 shows code "F" transactions, which are share withholdings to cover taxes on vesting equity awards. The footnotes explain that the withheld Ventas shares related to restricted stock units granted in 2023, 2024, and 2025 under the 2022 Incentive Plan.

Which Ventas (VTR) incentive plan governed these RSU tax withholdings?

All three tax-withholding transactions are tied to restricted stock units granted under the Ventas, Inc. 2022 Incentive Plan. The footnotes specify grants on January 23, 2023, January 2, 2024, and January 2, 2025 that vested and triggered the share withholdings.