Ventas (VTR) EVP Justin Hutchens Sells Shares to Cover Taxes

What Happened
Justin Hutchens, EVP, Senior Housing & CIO of Ventas, had a total of 9,583 shares withheld on February 1, 2026 to satisfy tax withholding related to vested restricted stock units (RSUs). The withholding occurred in three tranches: 2,894 shares ($224,777), 3,046 shares ($236,583), and 3,643 shares ($282,952), all at an applicable price of $77.67 per share. These were tax-withholding dispositions (code F), not open-market sales for cash.

Key Details

• Transaction date: February 1, 2026; Filing date: February 3, 2026 (file appears timely within the typical 2-business-day Form 4 window).
• Price used: $77.67 per share (applicable closing price on vesting date).
• Shares withheld/disposed: 2,894; 3,046; 3,643 — total 9,583 shares — total value ~$744,312.
• Reason: Shares withheld to pay taxes on RSU vesting (cashless withholding), per footnotes.
  • 2,894 shares withheld for RSUs granted Jan 23, 2023.
  • 3,046 shares withheld for RSUs granted Jan 2, 2024.
  • 3,643 shares withheld for RSUs granted Jan 2, 2025.
• Filing transaction code: F = tax withholding.
• Shares owned after the transaction: not specified in this filing.

Context
Tax-withholding dispositions on vested RSUs are routine and do not generally indicate a change in insider sentiment, since shares are retained indirectly to cover tax obligations rather than sold on the open market for investment reasons. This was a cashless withholding event (the company retained shares to cover taxes) rather than an active sale by the insider.