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Ventas (VTR) CEO Debra Cafaro reports option exercise and share sale

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Ventas, Inc. Chairman and CEO Debra A. Cafaro reported an insider transaction involving stock options and common shares of Ventas, Inc. on January 2, 2026. She exercised 10,322 stock options at an exercise price of $73.71 per share that were fully vested and scheduled to expire within the next eight months, and received the same number of common shares.

On the same date, she sold 10,322 common shares at a weighted average price of $77.2597 per share, as part of a Rule 10b5-1 trading plan that she entered into on March 28, 2024. In addition, 7,900 shares were withheld to cover taxes on the vesting of restricted stock units granted on March 19, 2025. After these transactions, she directly beneficially owned 1,137,795 shares of Ventas common stock and held 20,644 unexercised stock options.

Positive

  • None.

Negative

  • None.
Insider CAFARO DEBRA A
Role Chairman and CEO
Sold 10,322 shs ($797K)
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) 10,322 $0.00 --
Exercise Common Stock 10,322 $73.71 $761K
Sale Common Stock 10,322 $77.2597 $797K
Tax Withholding Common Stock 7,900 $77.33 $611K
Holdings After Transaction: Stock Option (Right to Buy) — 20,644 shares (Direct); Common Stock — 1,156,017 shares (Direct)
Footnotes (1)
  1. The transaction involved the exercise of fully vested options scheduled to expire in the next 8 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. The price reported is a weighted average price. These shares were sold by the Reporting Person in multiple transactions at prices ranging from $76.7835 to $77.66, 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. Represents shares withheld to pay taxes on the vesting of restricted stock units granted to the Reporting Person on March 19, 2025 under the Ventas, Inc. 2022 Incentive Plan. Represents the applicable closing price per share of Issuer's common stock as of the date of the vesting. Fully vested. Represents total number of unexercised options to purchase shares of Issuer's Common Stock held by the Reporting Person.
Form 4 Insider Transactions: What Each Field Means →
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)
01/02/2026
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 01/02/2026 M 10,322(1) A $73.71 1,156,017 D
Common Stock 01/02/2026 S 10,322(1) D $77.2597(2) 1,145,695 D
Common Stock 01/02/2026 F 7,900(3) D $77.33(4) 1,137,795 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) $73.71 01/02/2026 M 10,322(1) 08/03/2016(5) 08/03/2026 Common Stock 10,322 $0 20,644(6) D
Explanation of Responses:
1. The transaction involved the exercise of fully vested options scheduled to expire in the next 8 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 $76.7835 to $77.66, 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. Represents shares withheld to pay taxes on the vesting of restricted stock units granted to the Reporting Person on March 19, 2025 under the Ventas, Inc. 2022 Incentive Plan.
4. Represents the applicable closing price per share of Issuer's common stock as of the date of the vesting.
5. Fully vested.
6. Represents total number of unexercised options to purchase shares of Issuer's Common Stock held by the Reporting Person.
Remarks:
Exhibit 24 - Power of Attorney
Debra A. Cafaro By: /s/ Jessica Stricklin, Attorney-In-Fact 01/06/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Debra A. Cafaro report for Ventas (VTR)?

Debra A. Cafaro reported exercising 10,322 stock options for Ventas, Inc. common stock at an exercise price of $73.71 per share on January 2, 2026, receiving the same number of shares and then selling 10,322 shares of common stock.

At what price did Debra A. Cafaro sell Ventas (VTR) shares in this filing?

The filing states that 10,322 shares of Ventas common stock were sold at a weighted average price of $77.2597 per share, in multiple transactions with prices ranging from $76.7835 to $77.66.

Was the Ventas (VTR) insider sale made under a Rule 10b5-1 trading plan?

Yes. The exercise and sale were carried out pursuant to a Rule 10b5-1 trading plan that Debra A. Cafaro entered into on March 28, 2024, as noted in the explanation of responses.

How many Ventas (VTR) shares does Debra A. Cafaro own after the reported transactions?

After the reported transactions on January 2, 2026, Debra A. Cafaro directly beneficially owned 1,137,795 shares of Ventas, Inc. common stock.

How many Ventas (VTR) stock options does Debra A. Cafaro still hold?

Following the exercise of 10,322 options, the filing reports that Debra A. Cafaro holds 20,644 unexercised stock options to purchase Ventas common stock.

Why were 7,900 Ventas (VTR) shares withheld in this insider filing?

The filing explains that 7,900 shares were withheld to pay taxes on the vesting of restricted stock units granted to Debra A. Cafaro on March 19, 2025 under the Ventas, Inc. 2022 Incentive Plan, using a value of $77.33 per share based on the closing price on the vesting date.

When do Debra A. Cafaro’s exercised Ventas (VTR) options expire?

The exercised options were fully vested options originally granted as a stock option (right to buy) exercisable at $73.71 per share, with an expiration date of August 3, 2026, and the filing notes they were scheduled to expire in the next eight months from the January 2, 2026 transaction date.