[Form 4] Ventas, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Ventas (VTR) reported insider transactions by Chairman and CEO Debra A. Cafaro. On 11/04–11/06/2025, she exercised options at $63.24 for 11,452, 19,250, and 264 shares, then sold equal shares at weighted average prices of $75.0216, $75.2908, and $75.0489, pursuant to a Rule 10b5-1 plan entered on March 28, 2024. The options exercised were fully vested and scheduled to expire within the next 12 months. Following these trades, she directly owns 1,145,695 common shares and holds 82,582 unexercised options expiring on 11/02/2026.

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)
11/04/2025

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	11/04/2025		M		11,452(1)	A	$63.24	1,157,147	D
Common Stock	11/04/2025		S		11,452(1)	D	$75.0216(2)	1,145,695	D
Common Stock	11/05/2025		M		19,250(1)	A	$63.24	1,164,945	D
Common Stock	11/05/2025		S		19,250(1)	D	$75.2908(3)	1,145,695	D
Common Stock	11/06/2025		M		264(1)	A	$63.24	1,145,959	D
Common Stock	11/06/2025		S		264(1)	D	$75.0489(4)	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)	$63.24	11/04/2025		M			11,452(1)	11/02/2016(5)	11/02/2026	Common Stock	11,452	$0	102,096(6)	D
Stock Option (Right to Buy)	$63.24	11/05/2025		M			19,250(1)	11/02/2016(5)	11/02/2026	Common Stock	19,250	$0	82,846(6)	D
Stock Option (Right to Buy)	$63.24	11/06/2025		M			264(1)	11/02/2016(5)	11/02/2026	Common Stock	264	$0	82,582(6)	D

Explanation of Responses:

1. The transaction involved the exercise of fully vested options scheduled to expire in the next 12 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 $75.00 to $75.15, 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. The price reported is a weighted average price. These shares were sold by the Reporting Person in multiple transactions at prices ranging from $75.00 to $75.61, 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.

4. The price reported is a weighted average price. These shares were sold by the Reporting Person in multiple transactions at prices ranging from $75.03 to $75.25, 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.

5. Fully vested.

6. 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	11/06/2025
	** 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 VTR's CEO report on Form 4?

Debra A. Cafaro exercised options at $63.24 and sold the underlying shares at weighted average prices of $75.0216, $75.2908, and $75.0489 on 11/04–11/06/2025.

How many VTR shares does the CEO own after these transactions?

She directly owns 1,145,695 shares following the reported transactions.

Were the transactions under a Rule 10b5-1 plan?

Yes. They were executed pursuant to a Rule 10b5-1 trading plan entered on March 28, 2024.

What quantities were exercised and sold each day?

Exercises and sales were 11,452 shares on 11/04, 19,250 on 11/05, and 264 on 11/06, with same-day sales of equal amounts.

What options remain outstanding for the CEO?

She holds 82,582 unexercised options, fully vested, expiring on 11/02/2026.

What were the sale price ranges disclosed?

Weighted average sales reflect ranges of $75.00–$75.15, $75.00–$75.61, and $75.03–$75.25 for the respective days.