[Form 4] Ventas, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Ventas, Inc. (VTR) reported insider transactions by Chair and CEO Debra A. Cafaro. On 10/30/2025 and 11/03/2025, she exercised multiple fully vested stock options nearing expiration and sold the underlying shares, all pursuant to a Rule 10b5-1 trading plan entered on March 28, 2024.

Option exercises occurred at strike prices of $65.45, $73.71, $63.24, and $62.22. The corresponding share sales were executed at weighted average prices within disclosed ranges, including $74.00–$74.68 and $72.05–$74.71. Following these transactions, Cafaro beneficially owns 1,145,695 Ventas common shares directly and holds 113,548 unexercised options.

Insights

Insider transactions analyst

Routine 10b5-1 option exercises and sales; ownership updated.

Debra A. Cafaro executed pre‑planned transactions under a Rule 10b5-1 plan, exercising vested options nearing expiration and selling the resulting shares at weighted average prices disclosed in ranges. This is a common administrative action to manage expiring options.

The filing lists strike prices of $65.45, $73.71, $63.24, and $62.22, with sale ranges up to $74.68. After the trades, direct beneficial ownership is 1,145,695 shares, and unexercised options total 113,548.

This activity does not indicate a change in company fundamentals; impact typically depends on plan mechanics rather than timing signals.

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)
10/30/2025

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	10/30/2025		M		20,644(1)	A	$65.45	1,166,339	D
Common Stock	10/30/2025		S		20,644(1)	D	$74.3422(2)	1,145,695	D
Common Stock	10/30/2025		M		30,966(3)	A	$73.71	1,176,661	D
Common Stock	10/30/2025		S		30,966(3)	D	$74.3176(4)	1,145,695	D
Common Stock	10/30/2025		M		41,288(5)	A	$63.24	1,186,983	D
Common Stock	10/30/2025		S		41,288(5)	D	$73.6375(6)	1,145,695	D
Common Stock	10/30/2025		M		224,360(7)	A	$62.22	1,370,055	D
Common Stock	10/30/2025		S		224,360(7)	D	$74.3376(8)	1,145,695	D
Common Stock	11/03/2025		M		10,322(3)	A	$73.71	1,156,017	D
Common Stock	11/03/2025		S		10,322(3)	D	$73.9774(9)	1,145,695	D
Common Stock	11/03/2025		M		10,322(5)	A	$63.24	1,156,017	D
Common Stock	11/03/2025		S		10,322(5)	D	$73.7353(10)	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	10/30/2025		M			20,644(1)	05/04/2016(11)	05/04/2026	Common Stock	20,644	$0	430,806(12)	D
Stock Option (Right to Buy)	$73.71	10/30/2025		M			30,966(3)	08/03/2016(11)	08/03/2026	Common Stock	30,966	$0	399,840(12)	D
Stock Option (Right to Buy)	$63.24	10/30/2025		M			41,288(5)	11/02/2016(11)	11/02/2026	Common Stock	41,288	$0	358,552(12)	D
Stock Option (Right to Buy)	$62.22	10/30/2025		M			224,360(7)	01/18/2017(11)	01/18/2027	Common Stock	224,360	$0	134,192(12)	D
Stock Option (Right to Buy)	$73.71	11/03/2025		M			10,322(3)	08/03/2016(11)	08/03/2026	Common Stock	10,322	$0	123,870(12)	D
Stock Option (Right to Buy)	$63.24	11/03/2025		M			10,322(5)	11/02/2016(11)	11/02/2026	Common Stock	10,322	$0	113,548(12)	D

Explanation of Responses:

1. The transaction involved the exercise of fully vested options scheduled to expire in the next 7 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 $74.00 to $74.66, 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. The transaction involved the exercise of fully vested options scheduled to expire in the next 10 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.

4. The price reported is a weighted average price. These shares were sold by the Reporting Person in multiple transactions at prices ranging from $73.87 to $74.68, 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. The transaction involved the exercise of fully vested options scheduled to expire in the next 13 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.

6. The price reported is a weighted average price. These shares were sold by the Reporting Person in multiple transactions at prices ranging from $72.05 to $74.71, 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.

7. The transaction involved the exercise of fully vested options scheduled to expire in the next 15 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.

8. The price reported is a weighted average price. These shares were sold by the Reporting Person in multiple transactions at prices ranging from $74.00 to $74.68, 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.

9. The price reported is a weighted average price. These shares were sold by the Reporting Person in multiple transactions at prices ranging from $73.86 to $74.1829, 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.

10. The price reported is a weighted average price. These shares were sold by the Reporting Person in multiple transactions at prices ranging from $72.86 to $74.17, 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.

11. Fully vested.

12. 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/ Kenneth Hagan, Attorney-In-Fact	11/03/2025
	** 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 Debra A. Cafaro report on Form 4?

She exercised vested stock options and sold the underlying shares in multiple tranches on 10/30/2025 and 11/03/2025 under a Rule 10b5-1 plan.

What plan governed the VTR insider transactions?

A Rule 10b5-1 trading plan entered on March 28, 2024.

What were the option exercise prices disclosed by VTR’s CEO?

Exercises occurred at $65.45, $73.71, $63.24, and $62.22.

At what prices were the VTR shares sold?

Sales were at weighted average prices within ranges including $74.00–$74.68 and $72.05–$74.71, as disclosed.

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

Direct beneficial ownership is 1,145,695 common shares, with 113,548 unexercised options remaining.

Were these VTR insider transactions routine?

Yes. They involved exercising fully vested options nearing expiration and selling shares pursuant to a pre‑set 10b5-1 plan.