Form 4: Ventas Executive Sells Shares for Tax Obligations
Insider Transaction Report
Ventas, Inc. EVP Peter J. Bulgarelli reported the disposition of 1,676 common shares to cover tax liabilities related to restricted stock unit vesting.
Summary
- Peter J. Bulgarelli, Executive Vice President of Operations, Management & Real Estate for Ventas, Inc. and President & CEO of LHS, reported a transaction involving Ventas, Inc. common stock.
- On January 2, 2026, 1,676 shares of common stock were disposed of at a price of $77.33 per share.
- This disposition was identified as an 'F' transaction code, indicating shares withheld to pay taxes.
- The shares were withheld due to the vesting of restricted stock units (RSUs) that were granted to Mr. Bulgarelli on March 19, 2025, under the Ventas, Inc. 2022 Incentive Plan.
- Following this transaction, Mr. Bulgarelli beneficially owns 104,812 shares of Ventas, Inc. common stock directly.
- The transaction was made pursuant to a Rule 10b5-1(c) plan.
Sentiment
Score: 5
Explanation: The filing reports a routine, tax-related disposition of shares by an executive, which is a neutral event and does not indicate a positive or negative sentiment towards the company's performance or prospects.
Future Outlook
This filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.
Industry Context
This is a routine insider transaction related to executive compensation and tax obligations, which is common across all industries for publicly traded companies with equity incentive plans. It does not reflect broader industry trends or competitive positioning.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Administrative | Peter J. Bulgarelli executed a Power of Attorney on December 10, 2025, designating specific individuals (Carey S. Roberts, Kevin Bohl, Kenneth Hagan, Jessica Stricklin, and Jose Torres) as attorneys-in-fact to execute and file SEC Forms 3, 4, 5, and 144 on his behalf. This also includes actions necessary for EDGAR system submissions. | 12/10/2025 | This is a standard administrative measure to facilitate timely and compliant SEC filings for insider transactions, ensuring adherence to Section 16 of the Securities Exchange Act of 1934. It streamlines the reporting process for the executive. |
Stakeholder Impact
- Shareholders: Minimal impact, as this is a routine, tax-related transaction by an executive and does not signal a change in company fundamentals or executive confidence beyond the normal course of equity compensation.
Key Dates
| Date | Description |
|---|---|
| 03/19/2025 | Restricted stock units granted to Peter J. Bulgarelli under the Ventas, Inc. 2022 Incentive Plan. |
| 12/10/2025 | Power of Attorney signed by Peter J. Bulgarelli, designating attorneys-in-fact for SEC filings. |
| 01/02/2026 | Transaction date for the disposition of shares to cover tax obligations on RSU vesting. |
| 01/06/2026 | Date the Form 4 was signed by the attorney-in-fact. |
Keywords
Ventas, VTR, Insider Transaction, Form 4, Stock Sale, Executive Compensation, Restricted Stock Units, Tax Withholding
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