[Form 4] Ventas, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Sun Communities (NYSE: SUI) filed an 8-K announcing a leadership transition.

• Charles D. Young, former President of Invitation Homes, will become Chief Executive Officer and join the Board on 1 Oct 2025, enlarging the Board to ten members.
• Young’s 5-year employment agreement sets a $900k base salary and a target annual cash bonus equal to 200 % of salary (2025 bonus guaranteed at target, prorated).
• On the start date he will receive equity and cash inducements designed to replace forfeited Invitation Homes awards: $3.55 m performance-based RS, $1 m fully-vested stock, $4 m time-vested RS, a $750k cash bonus and $300k relocation benefits. A 2026 equity award worth $6 m is also committed.
• Severance for termination without cause or resignation for good reason equals 2× salary plus target bonus and accelerated vesting; change-in-control multiple is 2.99×.
• Gary A. Shiffman will retire as CEO when Young starts and remain Non-Executive Chairman through the 2026 AGM.

No disagreements or related-party transactions were reported. Exhibit 99.1 contains the related press release.

Positive

• Clear succession plan with defined start date mitigates leadership uncertainty.
• Performance-based equity links majority of compensation to relative TSR, aligning management and investors.
• Shiffman’s continued role as Non-Executive Chair preserves strategic continuity.

Negative

• Rich inducement package ($9.6 m equity/cash) may raise dilution and compensation governance concerns.
• Guaranteed 2025 bonus weakens immediate pay-for-performance linkage.
• Transition risk as new CEO adapts from single-family rental to manufactured housing segment.

Insights

Corporate Governance Expert

TL;DR: Smooth CEO succession with strong retention incentives; governance risk limited by Shiffman remaining as Chair.

The Board executed an orderly succession, naming a seasoned public-company operator while preserving institutional knowledge via Shiffman’s transition to Non-Executive Chair. Equity-heavy inducements align Young with shareholders but carry dilution and optics concerns. Two-year non-compete and performance-based vesting mitigate downside. Overall governance impact is positive, with clear disclosure of severance and CIC terms.

Equity Research Analyst

TL;DR: Leadership change is strategically positive; cost of package modest versus SUI’s $18 bn market cap.

Young’s single-family rental pedigree (Invitation Homes) complements SUI’s manufactured-housing portfolio, potentially broadening operational best practices. The upfront ~$9.6 m inducement and rich bonus structure represent under 0.05 % of equity value, thus financially immaterial. Key watch-points are integration period and ability to sustain FFO growth. The guaranteed 2025 bonus slightly weakens pay-for-performance this year, but long-term alignment is preserved by performance RSUs.

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^*

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)
07/21/2025

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	07/21/2025		M		29,493(1)	A	$63.24	197,857	D
Common Stock	07/21/2025		S		29,493(1)	D	$66.2852(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)	$63.24	07/21/2025		M			29,493	11/02/2016(3)	11/02/2026	Common Stock	29,493	$0	67,182(4)	D

Explanation of Responses:

1. The transaction involved the exercise of fully vested options scheduled to expire in the next 16 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 $66.24 to $66.4236, 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	07/23/2025
	** 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

When will Charles D. Young become CEO of SUI?

Mr. Young starts as Chief Executive Officer on October 1, 2025.

What is the base salary and bonus opportunity for SUI’s new CEO?

The Employment Agreement sets a $900,000 base salary and a target annual cash bonus of 200 % of salary.

How much equity will Charles Young receive upon joining Sun Communities?

Initial equity includes $3.55 m performance RSUs, $1 m unrestricted stock, and $4 m time-vested RSUs.

What severance is payable if the new CEO is terminated without cause?

He would receive 2× base salary plus target bonus, full vesting of pre-2026 awards, and up to one year of health benefits.

Will Gary A. Shiffman remain involved with Sun Communities after retiring as CEO?

Yes, he will serve as Non-Executive Chairman until the 2026 annual meeting.