[144] Ventas, Inc. SEC Filing

Rhea-AI Filing Summary

Form 144 filing: A beneficial owner named Robert F. Probst has notified Ventas, Inc. (VTR) of his intent to sell up to 29,493 common shares through Merrill Private Wealth on the NYSE around 07/21/2025. At the reference price used in the filing, the block is valued at ≈ $1.95 million.

The notice also lists completed sales by the same seller during the last three months: 69,592 shares on 05/21/25, 17,374 shares on 05/27/25, 168,318 shares on 07/14/25, and 4,098 shares on 07/18/25, for combined gross proceeds of ≈ $16.86 million. Adding the proposed sale, the cumulative disposition reaches 288,875 shares.

With Ventas reporting 451.3 million shares outstanding, the new transaction equals roughly 0.0065 % of total shares, implying minimal dilution or market‐moving impact. The standard Rule 144 certification affirms the seller holds no undisclosed material adverse information.

Positive

• Sale size is only 0.0065 % of Ventas’s outstanding shares, suggesting negligible dilution or market impact.
• All required Rule 144 disclosures are provided, indicating regulatory compliance and transparency.

Negative

• Insider has disposed of 288,875 shares in three months, which some investors may view as a bearish signal on future prospects.

Insights

Securities Analyst

TL;DR: Small-scale insider sale; cumulative activity notable but still immaterial to VTR’s float.

Today's Form 144 shows Robert F. Probst planning to dispose of 29.5 k shares (~$2 m). Although insider selling can be interpreted negatively, the block represents just 0.0065 % of Ventas’s outstanding equity, so liquidity and dilution concerns are negligible. However, the same insider has liquidated 259 k shares in the prior quarter, bringing total recent disposals near 289 k shares. While the dollar amount (~$19 m) is modest for a $15 bn REIT, the frequency of sales may raise questions about insider sentiment. From a valuation standpoint, the event is not expected to materially affect share price.

Corporate Governance Expert

TL;DR: Repeated insider sales warrant monitoring; no regulatory red flags.

The filing complies with Rule 144 requirements—broker disclosed, acquisition via ESOP, and certification of no undisclosed MNPI. The proposed trade occurs under a cashless exercise, a common practice that limits personal capital outlay. Given the small float impact and transparency, governance risk is low. Nevertheless, multiple sales clustered within three months could be interpreted by investors as reduced long-term commitment from the insider. Overall governance impact remains neutral absent further context such as a 10b5-1 plan.

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	29493	1954949.63	451298340	07/21/2025	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	07/21/2025	ESOP	Issuer			29493	07/21/2025	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
Robert F Probst 300 N LaSalle St Suite 1600 Chicago IL 60654	Common	07/14/2025	168318	11000747.44
Robert F Probst 300 N LaSalle St Suite 1600 Chicago IL 60654	Common	07/18/2025	4098	271454.52

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 proposed for sale under this Form 144?

The filer intends to sell 29,493 common shares.

What is the market value of the planned Ventas share sale?

The aggregate value disclosed is approximately $1,954,949.63.

How many VTR shares has the filer sold in the past three months?

Prior sales total 259,382 shares, generating about $16.86 million in proceeds.

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

Roughly 0.0065 % of the 451.3 million shares outstanding.

When is the expected date for the sale?

The approximate sale date disclosed is 07/21/2025.

Which broker will execute the transaction?

The sale is to be executed through Merrill Private Wealth, Chicago.