Bulgarelli Peter J. 4

What Happened

• Peter J. Bulgarelli, EVP OM&R—Ventas (and President & CEO—LHS), received 31,602 shares issued under a 2023–2025 performance stock unit award (reported acquisition with $0 purchase price). Of those issued shares, 13,998 were withheld/disposed to cover taxes (reporting code F) at the closing price of $85.69, generating proceeds of $1,199,489. Separately, Bulgarelli was granted 11,410 restricted stock units (RSUs) on Feb 11, 2026 valued at $85.69 each (aggregate reported value $977,723); those RSUs vest in three equal annual installments.

Key Details

• Transaction date(s): February 11, 2026; Form 4 filed February 13, 2026 (timely filing).
• Items reported:
  • 31,602 shares issued under 2023–2025 performance PSU award (code A; acquisition reported at $0) (F1).
  • 13,998 shares withheld/disposed to pay taxes at $85.69 → $1,199,489 (code F) (F2,F3).
  • 11,410 RSUs granted at closing price $85.69 → $977,723 (code A); vest in three equal annual installments (F4).
• Shares owned after the transaction: not specified in this Form 4.
• Footnotes: F1–performance award issuance; F2–shares withheld for taxes; F3–closing price; F4–new RSU grant and vesting schedule.
• Filing timeliness: Filed within two business days of the transaction date (no late filing indicated).

Context

• This was not an open-market purchase; the main activity was issuance of performance shares and a new RSU grant. The 13,998-share disposition is a routine tax-withholding sale (common when awards vest), not an independent sell decision about the insider’s view of the stock.
• New RSUs vest over three years, so those shares are subject to future vesting conditions and are not immediately transferable.