CAFARO DEBRA A 4
4 · Ventas, Inc. · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
Ventas (VTR) CEO Debra Cafaro Receives Awards; Withholds Shares for Taxes
What Happened
Debra A. Cafaro, Chairman and CEO of Ventas, Inc. (VTR), had 176,925 shares issued upon settlement of a 2023–2025 performance stock unit award (PSUs) on Feb 11, 2026 (gross value ≈ $15.16M using $85.69/share). To cover tax withholding, 78,377 of those shares were withheld (disposed) for proceeds of $6,716,125. In addition, Cafaro was granted 54,265 restricted stock units (RSUs) on Feb 11, 2026 with an implied value of about $4.65M (using the $85.69 closing price); these RSUs vest in three equal annual installments.
Key Details
- Transaction date: February 11, 2026; Form 4 filed Feb 13, 2026 (timely).
- PSU settlement: 176,925 shares issued; implied gross value ≈ $15.16M (85.69/share).
- Tax withholding: 78,377 shares withheld (F code) to cover taxes; proceeds $6,716,125.
- New grant: 54,265 RSUs granted (payable in common stock); implied value ≈ $4.65M.
- Net shares delivered from the PSU settlement after withholding: 176,925 − 78,377 = 98,548 shares.
- Shares owned after the transactions: not stated in the filing.
- Footnotes: F1–F3 describe the PSU settlement and price reference; F2 notes the withholding to pay taxes; F4 describes RSU grant terms and vesting schedule.
Context
- This filing reflects compensation-related awards and tax withholding (codes A and F), not an open-market sale or purchase. Withholding of shares to satisfy taxes is routine and does not necessarily indicate a bearish signal.
- The RSUs are subject to vesting over three years and are not immediately tradable until they vest.
Insider Transaction Report
Form 4
Ventas, Inc.VTR
CAFARO DEBRA A
DirectorChairman and CEO
Transactions
- Award
Common Stock
[F1]2026-02-11+176,925→ 1,290,959 total - Tax Payment
Common Stock
[F2][F3]2026-02-11$85.69/sh−78,377$6,716,125→ 1,212,582 total - Award
Common Stock
[F4][F3]2026-02-11$85.69/sh+54,265$4,649,968→ 1,266,847 total
Footnotes (4)
- [F1]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").
- [F2]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.
- [F3]Represents the applicable closing price per share of Issuer's common stock.
- [F4]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.
Signature
Debra A. Cafaro By: /s/ Kenneth Hagan, Attorney-In-Fact|2026-02-13