Hutchens James Justin 4

What Happened
Justin Hutchens, EVP – Senior Housing and CIO at Ventas, received equity on Feb 11, 2026 tied to prior performance awards and a new restricted stock unit (RSU) grant. The filing shows:

• 39,076 shares issued pursuant to a 2023–2025 performance stock unit (PSU) award (acquired at $0.00 per share).
• 21,341 RSUs granted on Feb 11, 2026 (reported at the closing price $85.69, valued at $1,828,710).
• 17,310 shares were withheld/disposed to satisfy tax withholding obligations on the issued shares (withheld at $85.69, value $1,483,294).
  Net effect: 60,417 shares issued and 17,310 shares withheld, for a net increase of 43,107 shares beneficially received.

Key Details

• Transaction date(s): February 11, 2026; Form 4 filed February 13, 2026 (timely filing).
• Prices/values reported: withholding/disposition at $85.69/share = $1,483,294; RSU grant valuation 21,341 × $85.69 = $1,828,710. The 39,076 PSU shares were issued with $0 cash purchase price.
• Shares owned after transaction: Not specified in the excerpt of the filing provided.
• Footnotes of note: F1 = PSU issuance from Jan 23, 2023 award; F2 = shares withheld to pay taxes; F3 = $85.69 is the closing price used; F4 = the Feb 11, 2026 RSUs vest in three equal annual installments beginning the first day of the month after each of the first three anniversaries of the grant.
• Disposition code F indicates tax withholding (not an open‑market sale).

Context

• This is primarily an award/vesting event (PSUs converting to shares and a new RSU grant). The 17,310-share disposition was a withholding to cover taxes — a routine administrative action that is not the same as an open‑market sale.
• RSU vesting schedule means the 21,341-share grant will vest over the next three years (one‑third per year), so additional shares will be delivered over time rather than all immediately.