Hutchens James Justin 4
4 · Ventas, Inc. · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
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.
Insider Transaction Report
- Tax Payment
Common Stock
[F1][F2]2026-02-01$77.67/sh−2,894$224,777→ 164,155 total - Tax Payment
Common Stock
[F3][F2]2026-02-01$77.67/sh−3,046$236,583→ 161,109 total - Tax Payment
Common Stock
[F4][F2]2026-02-01$77.67/sh−3,643$282,952→ 157,466 total
Footnotes (4)
- [F1]Represents shares withheld to pay taxes on the vesting of restricted stock units granted to the Reporting Person on January 23, 2023 under the Ventas, Inc. 2022 Incentive Plan.
- [F2]Represents the applicable closing price per share of Issuer's common stock as of the date of the vesting.
- [F3]Represents shares withheld to pay taxes on the vesting of restricted stock units granted to the Reporting Person on January 2, 2024 under the Ventas, Inc. 2022 Incentive Plan.
- [F4]Represents shares withheld to pay taxes on the vesting of restricted stock units granted to the Reporting Person on January 2, 2025 under the Ventas, Inc. 2022 Incentive Plan.