STOCK TITAN

Ventas (NYSE: VTR) CFO discloses stock sale near $77.2532 and holdings

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

Rhea-AI Filing Summary

Ventas, Inc. executive reports stock sale and tax withholding

Ventas, Inc. EVP and CFO Robert F. Probst reported transactions in the company’s common stock dated 01/02/2026. He sold 29,930 shares in an open-market transaction under a Rule 10b5-1 trading plan entered into on February 19, 2025, at a weighted average price of $77.2532 per share, with individual trade prices ranging from $76.73 to $77.66. On the same date, 2,275 shares were withheld to cover taxes upon the vesting of restricted stock units granted on March 19, 2025 under the Ventas, Inc. 2022 Incentive Plan. Following these transactions, he beneficially owns 136,159 shares of Ventas common stock.

Positive

  • None.

Negative

  • None.
Insider Probst Robert F
Role EVP and CFO
Sold 29,930 shs ($2.31M)
Type Security Shares Price Value
Sale Common Stock 29,930 $77.2532 $2.31M
Tax Withholding Common Stock 2,275 $77.33 $176K
Holdings After Transaction: Common Stock — 138,434 shares (Direct)
Footnotes (1)
  1. Transaction is pursuant to a Rule 10b5-1 trading plan entered into by the Reporting Person on February 19, 2025. The price reported is a weighted average price. These shares were sold by the Reporting Person in multiple transactions at prices ranging from $76.73 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.
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)
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 S 29,930(1) D $77.2532(2) 138,434 D
Common Stock 01/02/2026 F 2,275(3) D $77.33(4) 136,159 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
Explanation of Responses:
1. Transaction is 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 $76.73 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.
Remarks:
Exhibit 24 - Power of Attorney
Robert F. Probst, 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.

FAQ

What insider transaction did Ventas (VTR) report for its EVP and CFO?

Ventas, Inc. reported that EVP and CFO Robert F. Probst sold common stock and had shares withheld for taxes on 01/02/2026, and updated his beneficial ownership.

How many Ventas (VTR) shares did the CFO sell and at what price?

The CFO sold 29,930 shares of Ventas common stock at a weighted average price of $77.2532 per share, with prices ranging from $76.73 to $77.66.

How many Ventas (VTR) shares does the CFO own after these transactions?

After the reported transactions, EVP and CFO Robert F. Probst beneficially owns 136,159 shares of Ventas common stock.

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

Yes. The filing states the sale was made pursuant to a Rule 10b5-1 trading plan entered into by the reporting person on February 19, 2025.

Why were 2,275 Ventas (VTR) shares withheld from the CFO’s holdings?

The 2,275 shares represent shares withheld to pay taxes on the vesting of restricted stock units granted on March 19, 2025 under the Ventas, Inc. 2022 Incentive Plan.

What price was used for the Ventas (VTR) tax withholding shares?

The tax withholding for the restricted stock unit vesting used the applicable closing price of $77.33 per share as of the vesting date.