[Form 4] Ventas, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Debra A. Cafaro, Chairman and CEO of Ventas, Inc. (VTR), exercised 10,322 fully vested stock options on 09/02/2025 at an exercise price of $65.45 per share and simultaneously sold the 10,322 underlying shares under a Rule 10b5-1 trading plan entered 03/28/2024. The sales generated a weighted average sale price of $67.8031 per share. After these transactions the reporting person beneficially owns 1,145,695 shares and holds 681,287 unexercised options. The filing was signed on 09/04/2025 by an attorney-in-fact.

Positive

• Transaction executed under a Rule 10b5-1 plan, indicating prearranged trading and procedural compliance
• Options exercised were fully vested, so the exercise did not accelerate unvested compensation
• Reporting person retains substantial stake with 1,145,695 shares beneficially owned and 681,287 unexercised options

Negative

• Insider sold 10,322 shares, reducing immediate economic exposure by the sold amount
• Options scheduled to expire within nine months were exercised, signaling limited remaining option duration

Insights

Financial Analyst

TL;DR: CEO exercised vested options and sold the resulting shares under a pre-established 10b5-1 plan; holdings remain substantial and no new compensation was disclosed.

The transaction reflects a routine exercise-and-sell of 10,322 options at an exercise price of $65.45 with sale proceeds achieved at a weighted average of $67.8031. Because the sale was executed pursuant to a Rule 10b5-1 plan established on 03/28/2024, the trade is a prearranged disposition rather than an ad hoc sale. The reporting person still beneficially owns 1,145,695 shares and retains 681,287 options, indicating continued significant economic interest.

Corporate Governance Expert

TL;DR: Insider followed a documented 10b5-1 plan to exercise vested options and liquidate shares; filing is compliant and timely.

The disclosure shows adherence to a Rule 10b5-1 trading plan, which supports procedural compliance and reduces concerns about opportunistic timing. The exercise involved fully vested options scheduled to expire within nine months and the simultaneous sale was net of exercise price and taxes. The form is executed via attorney-in-fact and properly reports post-transaction beneficial ownership figures, enabling shareholders to assess insider stakes.

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^*

CAFARO DEBRA A

(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
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		M		10,322(1)	A	$65.45	1,156,017	D
Common Stock	09/02/2025		S		10,322(1)	D	$67.8031(2)	1,145,695	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
Stock Option (Right to Buy)	$65.45	09/02/2025		M			10,322	05/04/2016(3)	05/04/2026	Common Stock	10,322	$0	681,287(4)	D

Explanation of Responses:

1. The transaction involved the exercise of fully vested options scheduled to expire in the next 9 months and the sale of the underlying shares net of the exercise price and taxes, all pursuant to a Rule 10b5-1 trading plan entered into by the Reporting Person on March 28, 2024.

2. The price reported is a weighted average price. These shares were sold by the Reporting Person in multiple transactions at prices ranging from $67.4096 to $68.12, 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.

3. Fully vested.

4. Represents total number of unexercised options to purchase shares of Issuer's Common Stock held by the Reporting Person.

Remarks:

	Debra A. Cafaro By: /s/ Kenneth Hagan, Attorney-In-Fact	09/04/2025
	** 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 Debra A. Cafaro (VTR) do on 09/02/2025?

She exercised 10,322 fully vested stock options at an exercise price of $65.45 and sold the 10,322 underlying shares under a Rule 10b5-1 plan.

What sale price did the VTR shares achieve?

The shares were sold at a weighted average price of $67.8031 per share, with individual sale prices ranging from $67.4096 to $68.12.

How many VTR shares does the reporting person own after the transaction?

After the reported transactions the reporting person beneficially owns 1,145,695 shares.

How many unexercised options does Debra A. Cafaro hold after the transaction?

She holds 681,287 unexercised options to purchase common stock following the transaction.

Was the trade part of a pre-established trading plan?

Yes. The transactions were made pursuant to a Rule 10b5-1 trading plan entered into on 03/28/2024.