VTR Insider Filing: Cafaro Exercises 10,322 Options at $65.45

Rhea-AI Filing Summary

Debra A. Cafaro, Chairman and CEO of Ventas, Inc. (VTR), reported transactions dated 10/01/2025 on Form 4 showing the exercise and sale of 10,322 shares. She exercised fully vested stock options with an exercise price of $65.45 that were exercisable from 05/04/2016 and scheduled to expire 05/04/2026. The shares were sold under a Rule 10b5-1 trading plan entered 03/28/2024 at a weighted average sale price of $70.237. After the transactions, her reported beneficial ownership was 1,145,695 shares and she holds 670,965 unexercised options.

Positive

• Transaction executed under a Rule 10b5-1 plan (entered 03/28/2024)
• All exercised options were fully vested and disclosed with exercise price $65.45
• Detailed sale price range disclosed ($69.8327 to $70.472) and weighted average $70.237)
• Post-transaction beneficial ownership disclosed (1,145,695 shares) and unexercised options (670,965)

Negative

• Sale of 10,322 shares by the CEO (reported disposition)
• Reduction in reported share holdings from 1,156,017 to 1,145,695

Insights

Corporate Governance Analyst

Insider used a prearranged 10b5-1 plan to exercise options and sell shares.

The filing discloses that Debra A. Cafaro executed an option exercise of 10,322 shares and sold those shares under a Rule 10b5-1 plan established on 03/28/2024.

This documentation reduces concerns about opportunistic timing because transactions were made pursuant to a preexisting plan; the report also lists her remaining 670,965 unexercised options, which is relevant for future dilution calculations.

Equity Markets Analyst

Exercise price was $65.45; weighted average sale price was $70.237.

The option exercise and immediate sale yielded a spread between the exercise price and sale price, with the sale executed across multiple trades at prices between $69.8327 and $70.472 per the filing.

The filing shows post-transaction ownership of 1,145,695 shares, which is the current reported beneficial stake to monitor for insider alignment with shareholders.

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^*

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)
10/01/2025

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	10/01/2025		M		10,322(1)	A	$65.45	1,156,017	D
Common Stock	10/01/2025		S		10,322(1)	D	$70.237(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	10/01/2025		M			10,322	05/04/2016(3)	05/04/2026	Common Stock	10,322	$0	670,965(4)	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 $69.8327 to $70.472, 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/ Jessica Stricklin, Attorney-In-Fact	10/02/2025
	** 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 CEO Debra Cafaro do in the Form 4 filed for VTR?

The Form 4 shows Ms. Cafaro exercised 10,322 stock options at $65.45 and sold those 10,322 underlying shares on 10/01/2025 under a Rule 10b5-1 trading plan.

At what price were the shares sold in the VTR Form 4?

The shares were sold at a weighted average price of $70.237, with individual sale prices ranging from $69.8327 to $70.472.

How many Ventas shares does Debra Cafaro beneficially own after the transactions?

The filing reports she beneficially owns 1,145,695 shares following the reported transactions.

How many unexercised Ventas options does the CEO hold?

The Form 4 reports Ms. Cafaro holds 670,965 unexercised options to purchase Ventas common stock.

When was the Rule 10b5-1 plan entered for these transactions?

The filing states the Rule 10b5-1 trading plan was entered into on 03/28/2024.