Probst Robert F 4

What Happened

• Robert F. Probst, EVP and CFO of Ventas, received equity awards on Feb 11, 2026 and had shares withheld to satisfy tax withholding. The filing shows 43,800 shares issued pursuant to a 2023–2025 performance stock unit award and 19,377 restricted stock units granted on Feb 11, 2026 (total 63,177 shares). Separately, 19,402 shares were withheld (disposed) to pay tax liability at an applicable closing price of $85.69, generating $1,662,557. The 19,377-share grant is reported with a value of $1,660,415 (19,377 × $85.69).

Key Details

• Transaction dates: all on 2026-02-11; Form 4 filed 2026-02-13 (timely filing).
• Transactions reported:
  • Award/Grant (A): 43,800 shares (PSU issuance) — reported at $0 on the form; footnote indicates these were issued under the 2023–2025 PSU award.
  • Award/Grant (A): 19,377 RSUs granted, valued at $85.69/share = $1,660,415.
  • Tax withholding (F): 19,402 shares withheld/disposed at $85.69/share = $1,662,557 to cover taxes.
• Price used: $85.69 per share (closing price per footnote).
• Shares owned after transaction: not specified in the provided filing excerpt.
• Footnotes: F1 = PSU issuance from Jan 23, 2023 award; F2 = shares withheld for taxes; F4 = RSUs granted on Feb 11, 2026 that vest in three equal annual installments.

Context

• This filing reflects equity awards and a standard tax-withholding disposition, not an open-market sale. Withholding to cover taxes is common when awards vest or RSUs are granted/settled; it does not necessarily indicate a change in the insider’s market view.
• The newly granted RSUs vest over three years (per footnote), so the economic exposure will accrue as those installments vest.