[144] Ventas, Inc. SEC Filing

Rhea-AI Filing Summary

Form 144 filed for Ventas, Inc. (symbol VTR) discloses the proposed sale of 168,318 common shares by insider Robert F. Probst through Merrill Private Wealth Management. At the reference market price used in the filing, the transaction is valued at $11.0 million. The shares represent roughly 0.04 % of the company’s 451.3 million shares outstanding, indicating a relatively small stake in percentage terms.

The shares were acquired on 14 Jul 2025 via an Employee Stock Ownership Plan (ESOP) and will be sold on or about the same date in a broker-assisted cashless exercise. The filer certifies that no undisclosed material adverse information is known and acknowledges potential liability for false statements.

The filing also details recent insider sales in the prior three months: 69,592 shares on 21 May 2025 for $4.50 million and 17,374 shares on 27 May 2025 for $1.13 million, both by the same seller. Combined with the new notice, total insider disposals disclosed over the period amount to 255,284 shares worth approximately $16.6 million.

While Form 144 does not guarantee that the sale will occur, it signals the insider’s intention and provides advance public notice under SEC Rule 144. Investors often monitor such filings for potential sentiment shifts, even when the absolute percentage of shares is modest.

Positive

• None.

Negative

• Continued insider selling trend: 168,318 additional shares follow sales of 86,966 shares in the past three months, potentially signalling reduced management confidence.

Insights

Securities Analyst

TL;DR Insider plans to sell 168k VTR shares (~$11 m); modest size but continues recent selling trend.

The filing confirms Robert F. Probst’s intention to dispose of 168,318 Ventas shares, extending a pattern of sales in May that totalled 86,966 shares. The proposed stake equates to just 0.04 % of outstanding shares, so liquidity impact should be negligible. However, cumulative sales of ~$16.6 m inside three months may be watched by investors as a gauge of management sentiment. No price or timing constraints beyond an approximate sale date of 14 Jul 2025 are given. As a routine Rule 144 notice without accompanying operational data, I view the market impact as limited, though mildly negative in signalling terms.

Corporate Governance Expert

TL;DR Routine Rule 144 filing; insider compliance appears proper, risk of perception rather than governance breach.

The document demonstrates adherence to Rule 144 disclosure requirements, including certification of no undisclosed adverse information. The use of a broker-assisted, likely 10b5-1 style mechanism helps mitigate accusations of opportunistic trading. From a governance lens, the small size relative to float and transparent reporting reduce concern. Nonetheless, continued insider selling can raise optics issues if unsupported by public strategic rationale. I categorise the development as not materially impactful but worth monitoring.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Merrill Private Wealth 110 N Wacker Dr Suite 1900 Chicago IL 60606	168318	11000747.44	451298340	07/14/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	07/14/2025	ESOP	Issuer			168318	07/14/2025	Broker assisted cashless exercise

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Robert F Probst 300 N LaSalle St Suite 1600 Chicago IL 60654	Common	05/21/2025	69592	4495211.46
Robert F Probst 300 N LaSalle St Suite 1600 Chicago IL 60654	Common	05/27/2025	17374	1133138.81

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many Ventas (VTR) shares are being proposed for sale?

The Form 144 covers 168,318 common shares.

What is the estimated value of the shares to be sold in this Form 144?

The aggregate market value stated is approximately $11.0 million.

Who is the insider selling Ventas stock according to the filing?

The seller is identified as Robert F. Probst.

What percentage of Ventas’ outstanding shares does the proposed sale represent?

About 0.04 % of the company’s 451.3 million outstanding shares.

Were there recent Ventas insider sales prior to this notice?

Yes. The same insider sold 69,592 shares on 21 May 2025 and 17,374 shares on 27 May 2025.

Does a Form 144 guarantee that the shares will be sold?

No. It only provides notice of the intention to sell; the transaction may or may not occur.