[Form 4] Ventas, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 Overview: On 07/17/2025, Ventas, Inc. (VTR) director Sumit Roy automatically received two common-stock equivalent grants generated by dividend-equivalent credits: 49.07 units under the Non-Employee Directors’ Cash Compensation Deferral Plan and 78.961 units under the Non-Employee Directors’ Equity Award Deferral Program, totaling 128.031 shares. The grants were valued at the 07/17/2025 closing price of $65.37 and are payable solely in common stock per the respective plan terms.

Following the credits, Roy’s direct beneficial ownership rose to 20,770.297 shares. No open-market transactions, sales, or derivative exercises were reported, and Table II shows no derivative positions. Because the award is routine, non-cash and represents a de-minimis percentage of Ventas’ outstanding shares, it is unlikely to have an immediate impact on share supply or market sentiment.

Positive

• Director’s stake marginally increases, maintaining alignment with shareholders, albeit by an immaterial amount.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine dividend-equivalent grant adds 128 shares; negligible change in insider ownership; neutral market impact.

The filing reflects an automatic accrual rather than an active purchase or sale. At ~128 shares, the increase adds less than 0.001% to Roy’s holdings and is immaterial relative to Ventas’ ~400 M share count. The use of the closing price ensures no discount. No derivatives were exercised, and ownership remains direct, suggesting no complex hedging. Such activity is typical for non-employee directors and does not signal a strategic shift. Overall, I view the disclosure as administratively required with neutral investment implications.

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).

1. Name and Address of Reporting Person^*

Roy Sumit

(Last) (First) (Middle)

C/O VENTAS, INC.

300 NORTH LASALLE ST., SUITE 1600

(Street)

CHICAGO IL 60654

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2025

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

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

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

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	07/17/2025		A		49.07(1)	A	$65.37(2)	20,691.336	D
Common Stock	07/17/2025		A		78.961(3)	A	$65.37(2)	20,770.297	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. Common stock in the form of units granted under the Ventas, Inc. Non-Employee Directors' Cash Compensation Deferral Plan (the "Plan") as a result of dividend equivalents credited with respect to the dividend on Issuer's common stock paid on July 17, 2025. Such units are payable solely in common stock and subject to the terms and conditions of the Reporting Person's deferral election and the Plan.

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

3. Common stock in the form of units granted under the Ventas, Inc. Non-Employee Directors' Equity Award Deferral Program (the "Program") adopted pursuant to the Ventas, Inc. 2022 Incentive Plan as a result of dividend equivalents credited with respect to the dividend on Issuer's common stock paid on July 17, 2025. Such units are payable solely in common stock and subject to the terms and conditions of the Reporting Person's deferral election and the Program.

Remarks:

	Sumit Roy, By: /s/ Jessica Stricklin, Attorney-In-Fact	07/21/2025
	** 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.

FAQ

What did Ventas (VTR) disclose in the latest Form 4?

Director Sumit Roy was credited with 128.031 stock units as dividend equivalents on 07/17/2025.

How many Ventas shares does Sumit Roy now hold?

The Form 4 lists 20,770.297 shares held directly after the transaction.

Was any cash used to acquire the shares?

No. The units were automatically credited under director deferral plans; no open-market purchase occurred.

What valuation price was applied to the units?

The filing uses Ventas’ 07/17/2025 closing price of $65.37 per share.

Does the grant materially affect Ventas’ share count?

No. The additional 128 shares are immaterial versus the company’s multi-hundred-million share base.