Ventas (NYSE: VTR) CEO Cafaro sells 10,322 shares under 10b5-1 plan

Rhea-AI Filing Summary

Ventas, Inc. Chairman and CEO Debra A. Cafaro reported several equity transactions in early February 2026. On February 1, 2026, shares of common stock (7,668, 7,686 and 8,407) were withheld at $77.67 per share to cover taxes on vested restricted stock units from grants made in 2023, 2024 and 2025.

On February 2, 2026, she exercised 10,322 stock options at an exercise price of $73.71 per share, from options that were fully vested and scheduled to expire on August 3, 2026. The same day, 10,322 shares of common stock were sold at a weighted average price of $77.6599 per share under a Rule 10b5-1 trading plan established on March 28, 2024.

After these transactions, Cafaro directly beneficially owned 1,114,034 shares of Ventas common stock and held 10,322 unexercised stock options.

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)
02/01/2026

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	02/01/2026		F		7,668(1)	D	$77.67(2)	1,130,127	D
Common Stock	02/01/2026		F		7,686(3)	D	$77.67(2)	1,122,441	D
Common Stock	02/01/2026		F		8,407(4)	D	$77.67(2)	1,114,034	D
Common Stock	02/02/2026		M		10,322(5)	A	$73.71	1,124,356	D
Common Stock	02/02/2026		S		10,322(5)	D	$77.6599(6)	1,114,034	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	02/02/2026		M			10,322(5)	08/03/2016(7)	08/03/2026	Common Stock	10,322	$0	10,322(8)	D

Explanation of Responses:

1. Represents shares withheld to pay taxes on the vesting of restricted stock units granted to the Reporting Person on January 23, 2023 under the Ventas, Inc. 2022 Incentive Plan.

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

3. Represents shares withheld to pay taxes on the vesting of restricted stock units granted to the Reporting Person on January 2, 2024 under the Ventas, Inc. 2022 Incentive Plan.

4. Represents shares withheld to pay taxes on the vesting of restricted stock units granted to the Reporting Person on January 2, 2025 under the Ventas, Inc. 2022 Incentive Plan.

5. The transaction involved the exercise of fully vested options scheduled to expire in the next 7 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.

6. The price reported is a weighted average price. These shares were sold by the Reporting Person in multiple transactions at prices ranging from $77.18 to $78.4251, 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.

7. Fully vested.

8. 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/ Jessica Stricklin, Attorney-In-Fact	02/03/2026
	** 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.

FAQ

What insider transactions did Ventas (VTR) CEO Debra Cafaro report in this Form 4?

Debra Cafaro reported tax-related share withholdings on vested restricted stock units, an exercise of 10,322 stock options at $73.71 per share, and the sale of 10,322 Ventas (VTR) common shares at a weighted average price of $77.6599, all in early February 2026.

How many Ventas (VTR) shares did Debra Cafaro sell and at what price?

Debra Cafaro sold 10,322 shares of Ventas (VTR) common stock on February 2, 2026 at a weighted average price of $77.6599 per share, through multiple transactions within a range of $77.18 to $78.4251, as disclosed in the Form 4 footnotes.

What stock options did Debra Cafaro exercise in the Ventas (VTR) Form 4 filing?

She exercised 10,322 Ventas (VTR) stock options with an exercise price of $73.71 per share on February 2, 2026. These options were fully vested, became exercisable on August 3, 2016, and were scheduled to expire on August 3, 2026 at the time of the transaction.

Were Debra Cafaro’s Ventas (VTR) stock sales part of a Rule 10b5-1 plan?

Yes. The Form 4 states that the option exercise and sale of the underlying Ventas (VTR) shares were carried out pursuant to a Rule 10b5-1 trading plan that Debra Cafaro entered into on March 28, 2024, providing a pre-arranged framework for the transactions.

How many Ventas (VTR) shares does Debra Cafaro own after these transactions?

Following the reported February 2026 transactions, Debra Cafaro directly beneficially owned 1,114,034 shares of Ventas (VTR) common stock. She also held 10,322 unexercised stock options to purchase additional Ventas common shares, according to the closing balances in the Form 4 tables.

Why were some Ventas (VTR) shares withheld in Debra Cafaro’s Form 4?

Shares were withheld to pay taxes upon vesting of restricted stock units granted in 2023, 2024 and 2025 under the Ventas, Inc. 2022 Incentive Plan. The Form 4 lists withholdings of 7,668, 7,686 and 8,407 Ventas (VTR) shares at the applicable closing price of $77.67 per share.