Ventas director trades shares, gets stock award

Ventas, Inc. director Walter C. Rakowich reported two recent transactions in the company’s common stock.

Rhea-AI Filing Summary

Ventas, Inc. director Walter C. Rakowich reported two recent transactions in the company’s common stock. On May 13, 2026, he acquired 2,047 restricted stock units under the Ventas, Inc. 2022 Incentive Plan at a reference price of $90.35 per share. These units vest on the earlier of one year from the grant date or the company’s 2027 annual stockholders’ meeting. On May 14, 2026, he completed an open-market sale of 1,152 shares at a weighted average price of about $90.20 per share, executed under a pre-established Rule 10b5-1 trading plan and across trades ranging from $90.00 to $90.83. After these transactions, he directly holds 28,349 shares of Ventas common stock.

Insider Trade Summary 10b5-1

Net Seller: 1,152 shares

Net Sell 2 txns

Insider RAKOWICH WALTER C

Role Director

Sold 1,152 shs ($104K)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,152	$90.2043	$104K
Grant/Award	Common Stock	2,047	$90.35	$185K

Holdings After Transaction: Common Stock — 28,349 shares (Direct)

Footnotes (4)

1. F1. Restricted stock units granted by Issuer pursuant to the Ventas, Inc. 2022 Incentive Plan. The restricted stock units vest on the earlier of the one-year anniversary of the grant date or the date of Issuer's 2027 Annual Meeting of Stockholders.
2. F2. Represents the closing price per share of Issuer's common stock as of the grant date.
3. F3. Transaction is pursuant to a Rule 10b5-1 trading plan entered into by the Reporting Person on September 15, 2024.
4. F4. The price reported is a weighted average price. These shares were sold by the Reporting Person in multiple transactions at prices ranging from $90.00 to $90.83, inclusive. The Reporting Person undertakes to provide Issuer, any security holder of Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Key Figures

Shares sold: 1,152 shares Sale price (weighted average): $90.2043 per share RSUs granted: 2,047 units +4 more

7 metrics

Shares sold 1,152 shares Open-market sale on May 14, 2026

Sale price (weighted average) $90.2043 per share Ventas common stock sale range $90.00–$90.83

RSUs granted 2,047 units Restricted stock units granted May 13, 2026

Grant reference price $90.35 per share Closing price on RSU grant date

Shares owned after transactions 28,349 shares Direct Ventas common stock holdings post-sale

10b5-1 plan date September 15, 2024 Date trading plan was entered into

Vesting condition Earlier of 1 year or 2027 meeting RSU vesting schedule under 2022 Incentive Plan

Key Terms

Restricted stock units, Rule 10b5-1 trading plan, weighted average price, 2022 Incentive Plan

4 terms

Restricted stock units financial

"Restricted stock units granted by Issuer pursuant to the Ventas, Inc. 2022 Incentive Plan."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Rule 10b5-1 trading plan regulatory

"Transaction is pursuant to a Rule 10b5-1 trading plan entered into by the Reporting Person on September 15, 2024."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average price financial

"The price reported is a weighted average price. These shares were sold by the Reporting Person in multiple transactions at prices ranging from $90.00 to $90.83, inclusive."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

2022 Incentive Plan financial

"Restricted stock units granted by Issuer pursuant to the Ventas, Inc. 2022 Incentive Plan."

A 2022 incentive plan is a formal program adopted in 2022 that outlines how a company will reward employees, executives, or directors with cash, stock, or other benefits tied to performance or continued service. Investors care because these plans can change how much ownership exists (dilution), affect reported profits through compensation costs, and influence whether managers are motivated to increase long‑term value—think of it as the rules for a company’s bonus and stock‑award system.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Ventas (VTR) director Walter C. Rakowich sell in this Form 4?

Walter C. Rakowich sold 1,152 shares of Ventas common stock. The sale was executed at a weighted average price of about $90.20 per share, with individual trades between $90.00 and $90.83, according to the filing footnotes.

What stock award did Ventas (VTR) grant to Walter C. Rakowich?

Rakowich received 2,047 restricted stock units under the Ventas, Inc. 2022 Incentive Plan. The filing notes a reference price of $90.35 per share, representing the closing price of Ventas common stock on the grant date for this equity award.

When do Walter C. Rakowich’s new Ventas (VTR) restricted stock units vest?

The restricted stock units vest on the earlier of two dates. They vest either one year after the grant date or on the date of Ventas’s 2027 Annual Meeting of Stockholders, whichever happens first, as stated in the filing footnotes.

Was the Ventas (VTR) director’s stock sale made under a Rule 10b5-1 plan?

Yes. The filing states the sale was made pursuant to a Rule 10b5-1 trading plan. The reporting person entered into this trading plan on September 15, 2024, indicating the sale followed a pre-arranged schedule rather than a discretionary same-day decision.

How many Ventas (VTR) shares does Walter C. Rakowich own after these transactions?

After the reported transactions, Rakowich directly owns 28,349 shares of Ventas common stock. This figure reflects his holdings following the grant of restricted stock units and the subsequent open-market sale of 1,152 shares disclosed in the Form 4 filing.

What price information does the Ventas (VTR) Form 4 give for the director’s sale?

The Form 4 reports a weighted average price of approximately $90.2043 per share. Footnotes explain the 1,152 shares were sold in multiple transactions with prices ranging from $90.00 to $90.83, and detailed trade data is available upon request.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/15/2026 - 05:01 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

RAKOWICH WALTER C

(Last) (First) (Middle)

C/O VENTAS, INC.

300 NORTH LASALLE ST., SUITE 1600

(Street)

CHICAGO ILLINOIS 60654

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Ventas, Inc. [ VTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/13/2026		A		2,047(1)	A	$90.35(2)	29,501	D
Common Stock	05/14/2026		S		1,152(3)	D	$90.2043(4)	28,349	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Restricted stock units granted by Issuer pursuant to the Ventas, Inc. 2022 Incentive Plan. The restricted stock units vest on the earlier of the one-year anniversary of the grant date or the date of Issuer's 2027 Annual Meeting of Stockholders.

2. Represents the closing price per share of Issuer's common stock as of the grant date.

3. Transaction is pursuant to a Rule 10b5-1 trading plan entered into by the Reporting Person on September 15, 2024.

4. The price reported is a weighted average price. These shares were sold by the Reporting Person in multiple transactions at prices ranging from $90.00 to $90.83, inclusive. The Reporting Person undertakes to provide Issuer, any security holder of Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:

Exhibit 24 - Power of Attorney

	Walter C. Rakowich, By: /s/ Jessica Stricklin, Attorney-In-Fact	05/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)