Robert Probst (EVP/CFO) exercised 29,691 options; sold shares under 10b5-1 plan

Rhea-AI Filing Summary

Reporting person: Robert F. Probst, EVP and CFO of Ventas, Inc. (VTR). Transaction date: 08/04/2025; Form filed: 08/06/2025.

Actions: Probst exercised 29,691 fully vested stock options at an exercise price of $65.45 and sold 29,691 underlying shares pursuant to a Rule 10b5-1 trading plan entered on 02/19/2025. The shares were sold in multiple transactions at prices ranging $68.45–$68.5563 with a weighted average sale price of $68.4917.

Post-transaction position: Beneficial ownership reported as 168,364 shares held directly; 33,591 unexercised options remain (expiration 05/04/2026).

Positive

• Transaction executed under a Rule 10b5-1 trading plan entered on 02/19/2025
• Exercised fully vested options (29,691) rather than granted or newly issued options
• Form 4 filed promptly and signed by attorney-in-fact on 08/06/2025

Negative

• Sold 29,691 shares, reducing direct beneficial ownership from 198,055 to 168,364 as reported
• Unexercised options scheduled to expire within ~9 months (33,591 options, expiration 05/04/2026)
• Shares sold (prices ranged $68.45–$68.5563) which decreases insider's direct stake

Insights

Financial Analyst

TL;DR: Insider exercised 29,691 options and immediately sold the same number of shares under a 10b5-1 plan on 08/04/2025.

Detailed analysis: The filing shows an exercise of 29,691 fully vested options at $65.45 and contemporaneous sale of 29,691 shares at weighted avg $68.4917. The transaction was executed pursuant to a Rule 10b5-1 plan dated 02/19/2025. Post-transaction direct beneficial ownership declined to 168,364 shares and 33,591 unexercised options remain, expiring 05/04/2026. This is a routine, pre-planned option exercise and sale; it clarifies positions but does not itself report corporate operational metrics.

Corporate Governance Expert

TL;DR: Transaction executed under a documented 10b5-1 plan; Form 4 filed and signed by attorney-in-fact two days after the trade.

Detailed analysis: The disclosure states the trades were conducted under a Rule 10b5-1 trading plan entered on 02/19/2025, and the Form 4 bears a signature dated 08/06/2025. The options exercised were fully vested and scheduled to expire within the next nine months, and the filer provides a footnote offering to supply per-price sale breakdowns on request. From a governance/compliance perspective, the filing documents adherence to an affirmative defense plan and timely reporting.

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^*

Probst Robert F

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2025

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	08/04/2025		M		29,691(1)	A	$65.45	198,055	D
Common Stock	08/04/2025		S		29,691(1)	D	$68.4917(2)	168,364	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	08/04/2025		M			29,691	05/04/2016(3)	05/04/2026	Common Stock	29,691	$0	33,591(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 February 19, 2025.

2. The price reported is a weighted average price. These shares were sold by the Reporting Person in multiple transactions at prices ranging from $68.45 to $68.5563, 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:

	Robert F. Probst, By: /s/ Kenneth Hagan, Attorney-In-Fact	08/06/2025
	** 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 Robert F. Probst (VTR) do on 08/04/2025?

On 08/04/2025 Mr. Probst exercised 29,691 fully vested options at $65.45 and sold 29,691 underlying shares pursuant to a Rule 10b5-1 plan.

At what price were the shares sold and what was the weighted average?

Shares were sold in multiple transactions at prices ranging $68.45–$68.5563 with a weighted average sale price of $68.4917.

How many unexercised options remain after the transaction?

The filing reports 33,591 unexercised options remaining; those options expire on 05/04/2026.

Under what plan were the transactions made?

The exercise and sales were made pursuant to a Rule 10b5-1 trading plan entered by the reporting person on 02/19/2025.

When was the Form 4 filed and who signed it?

The Form 4 shows a signature by attorney-in-fact Kenneth Hagan dated 08/06/2025.