Roberts Carey S. 4

What Happened

• Carey S. Roberts, Executive Vice President and General Counsel of Ventas, reported multiple transactions on Feb 11, 2026. Roberts sold 35,532 shares in an open-market sale for a reported weighted-average price of $85.00 (total proceeds ~$3,020,117). In connection with awards, 30,241 shares were issued from a 2023–2025 performance stock unit award (no cash paid), 13,394 shares were surrendered/withheld to satisfy tax withholding obligations (treated as a disposition valued at ~$1,147,732 using $85.69), and 12,010 restricted stock units were granted on Feb 11, 2026 (valued at ~$1,029,137 using the closing price).

Key Details

• Transaction date: 2026-02-11; Form 4 filed 2026-02-13 (timely).
• Sale: 35,532 shares sold in multiple open-market transactions; weighted-average price reported as $85.00 (sales occurred in the range $84.99–$85.091 per footnote).
• Awards/Issuances: 30,241 shares issued under the 2023–2025 performance stock unit award (no cash paid); 12,010 restricted stock units granted on Feb 11, 2026.
• Tax withholding: 13,394 shares withheld/surrendered to cover taxes on the performance award (disposition value shown using $85.69 closing price).
• Shares owned after transaction: not disclosed in the filing.
• Relevant footnotes: F1 (weighted-average sale price range), F2 (performance PSU issuance), F3 (shares withheld for taxes), F4 (closing price used for valuation), F5 (RSU grant and vesting: three equal annual installments beginning the month after grant).

Context

• The filing shows both sales and equity awards. Sales were open-market (routine disposition), while portions of the transactions reflect issuance of performance-based shares and new RSUs that vest over time. The tax-related disposition indicates a cashless-type withholding to satisfy tax liabilities on granted shares. No filing lateness or 10% owner concerns were indicated.