Roberts Carey S. 4

What Happened
Carey S. Roberts, Executive Vice President and General Counsel of Ventas, had a total of 6,754 shares withheld (disposed) to satisfy tax withholding on vested restricted stock units (RSUs). The withholding occurred on February 1, 2026 in three lots: 2,239 shares at $77.67 ($173,903), 2,245 shares at $77.67 ($174,369), and 2,270 shares at $77.67 ($176,311), for a combined value of approximately $524,583. These were tax-withholding dispositions tied to RSU vesting, not open-market investment sells.

Key Details

• Transaction date: February 1, 2026; Filing date: February 3, 2026 (timely reporting).
• Prices: $77.67 per share (closing price as of vesting date per filing).
• Shares disposed: 2,239; 2,245; and 2,270 (total 6,754 shares) to cover taxes.
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Footnotes: Withholdings correspond to RSU grants under the Ventas, Inc. 2022 Incentive Plan granted Jan 23, 2023 (F1), Jan 2, 2024 (F3), and Jan 2, 2025 (F4). F2 notes the $77.67 closing price used.
• Transaction code: F — indicates shares were withheld to pay tax liability (routine tax withholding).

Context
This is a routine tax-withholding event (often described as a cashless sale or shares withheld on vesting) and should not be read as an active investment decision by the insider. Tax-withholdings are common when RSUs vest: the company withholds or sells a portion of the vested shares to cover payroll/tax obligations. No indication in the filing that this was part of a trading plan (e.g., 10b5-1) or that the insider purchased additional shares.