Form 4: Ventas CFO Robert Probst Reports Equity Awards

Ventas, Inc. EVP and CFO Robert F. Probst reported the acquisition of performance-based stock units and restricted stock units, alongside shares withheld for tax purposes.

Summary

• Robert F. Probst, Executive Vice President and Chief Financial Officer of Ventas, Inc. (VTR), reported transactions on February 11, 2026.
• Acquired 43,800 shares of Common Stock at a price of $0, issued pursuant to a 2023-2025 performance stock unit award granted on January 23, 2023.
• Disposed of 19,402 shares of Common Stock at $85.69 per share, representing shares withheld to cover taxes related to the performance stock unit award.
• Acquired 19,377 shares of Common Stock at $85.69 per share, granted as restricted stock units on February 11, 2026, under the Ventas, Inc. 2022 Incentive Plan.
• Following these transactions, beneficial ownership of Common Stock stands at 169,734 shares.
• The restricted stock units will vest in three equal annual installments, starting on the first day of the month following each of the first three anniversaries of the grant date.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event. It reflects the routine operation of the company's executive compensation plan and the achievement of prior performance targets, which is generally a positive signal for executive alignment.

Positives

• The acquisition of 43,800 shares from a performance stock unit award indicates the achievement of performance targets for the 2023-2025 period.
• The grant of 19,377 restricted stock units aligns the executive's interests with long-term shareholder value through future vesting.

Negatives

• The disposition of 19,402 shares was for tax withholding purposes, which is a routine and expected part of equity compensation, not a discretionary sale.

Future Outlook

The restricted stock units granted on February 11, 2026, are scheduled to vest in three equal annual installments, beginning on the first day of the month following each of the first three anniversaries of the grant date.

Industry Context

StockSavvy.ai notes that these transactions are typical for executive compensation packages in the REIT sector, involving performance-based awards and restricted stock units to incentivize long-term performance and retention. Such filings are routine disclosures under Section 16(a) of the Securities Exchange Act.

Stakeholder Impact

• Shareholders: These transactions are part of the approved executive compensation plan, aligning management incentives with shareholder interests. The tax withholding is a standard practice and does not represent a discretionary sale by the executive.

Next Steps

• Vesting of the restricted stock units in three equal annual installments, starting approximately March 1, 2027.

Key Dates

Keywords

Ventas, VTR, Form 4, Insider Transaction, Executive Compensation, Stock Units, Restricted Stock, Performance Awards