[144] Ventas, Inc. SEC Filing

Rhea-AI Filing Summary

Ventas, Inc. (NYSE: VTR) – Form 144 filing discloses that insider Debra Cafaro intends to sell 14,753 common shares through Merrill Lynch on or about 14 July 2025. The proposed transaction is valued at $967,822.54, equivalent to roughly 0.003 % of the 451.3 million shares outstanding. The shares were acquired the same day via an employee-stock-option exercise and will be sold on the NYSE under Rule 144.

The filing also lists prior insider sales within the past three months: 9,110 shares on 1 May 2025 for $601,603.03 and 1,212 shares on 2 May 2025 for $80,531.99, both by Debra Cafaro. Cumulatively, the insider has sold or plans to sell about 25,075 shares (≈$1.65 million) in the recent period.

While the dollar amount is not material to the company’s market capitalization, continued insider sales by the long-tenured executive may attract governance and sentiment scrutiny from investors.

Positive

• Minimal dilution/float impact: 14,753 shares equal roughly 0.003 % of outstanding stock.
• Regulatory compliance: Sale conducted under Rule 144 with stated broker and disclosure of prior transactions.

Negative

• Continued insider selling: CEO Debra Cafaro has sold or plans to sell ~25 k shares (~$1.65 M) within three months, potentially signaling reduced confidence.
• Potential sentiment risk: Repeated executive disposals may pressure investor perception despite small absolute size.

Insights

Securities Analyst

TL;DR: Small insider sale; limited dilution risk but potential sentiment headwind.

The planned 14,753-share sale represents an immaterial <0.01 % of float and poses no balance-sheet impact. However, recurring disposals by CEO Debra Cafaro could be interpreted as diminished management conviction, particularly after two prior May sales. Given the modest size versus daily volume, technical pressure should be negligible, yet sentiment-driven investors may monitor insider-trading trends closely.

Corporate Governance Expert

TL;DR: Pattern of CEO sales merits monitoring but remains well within Rule 144 limits.

Rule 144 filings are routine for option exercises, and the CEO’s aggregate 25 k-share program is far below the SEC’s volume thresholds. No undisclosed adverse information is asserted, and the sale follows proper 10b5-1 acknowledgment language. Still, board and investors should consider optics: successive sales in a short window can raise questions about alignment even if financially immaterial.

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

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 Stock	Merrill Lynch 225 Liberty St Floor 37 New York NY 10281	14753	967822.54	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 Stock	07/14/2025	Exercise of employee stock options	Ventas, Inc.			14753	07/14/2025	Broker assisted exercise of employee stock options

* 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
Debra Cafaro 300 N LASALLE STREET SUITE 1600 CHICAGO IL 60654	Common Stock	05/01/2025	9110	601603.03
Debra Cafaro 300 N LASALLE STREET SUITE 1600 CHICAGO IL 60654	Common Stock	05/02/2025	1212	80531.99

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 sold under this Form 144?

The filing covers 14,753 common shares to be sold.

What is the estimated value of the planned VTR share sale?

The aggregate market value is $967,822.54.

Who is selling the shares disclosed in the Form 144?

The shares are being sold for the account of Debra Cafaro.

What prior insider sales has Ventas reported recently?

Debra Cafaro sold 9,110 shares on 05/01/2025 and 1,212 shares on 05/02/2025.

How large is the sale relative to Ventas’ shares outstanding?

14,753 shares represent only about 0.003 % of the 451.3 million shares outstanding.

Which broker is handling the transaction?

The sale is to be executed through Merrill Lynch, 225 Liberty St, New York.