CAFARO DEBRA A 4

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.