Ventas (NYSE: VTR) CEO Cafaro exercises options and sells 10,322 shares

Rhea-AI Filing Summary

Ventas, Inc. Chairman and CEO Debra A. Cafaro reported an automatic option exercise and share sale. On February 6, 2026, she exercised 10,322 stock options at an exercise price of $73.71 per share, receiving 10,322 shares of common stock.

That same day, she sold 10,322 common shares at a weighted average price of $82.2274 per share under a Rule 10b5-1 trading plan entered into on March 28, 2024. After these transactions, she directly owned 1,114,034 shares of Ventas common stock.

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)
02/06/2026

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	02/06/2026		M		10,322(1)	A	$73.71	1,124,356	D
Common Stock	02/06/2026		S		10,322(1)	D	$82.2274(2)	1,114,034	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)	$73.71	02/06/2026		M			10,322(1)	08/03/2016(3)	08/03/2026	Common Stock	10,322	$0	0	D

Explanation of Responses:

1. The transaction involved the exercise of fully vested options scheduled to expire in the next 6 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 $82.00 to $82.76, 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.

Remarks:

	Debra A. Cafaro By: /s/ Kenneth Hagan, Attorney-In-Fact	02/10/2026
	** 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 Debra Cafaro?

Debra A. Cafaro reported an option exercise and share sale. On February 6, 2026, she exercised 10,322 stock options and sold 10,322 shares of Ventas common stock, all under a pre-established Rule 10b5-1 trading plan.

How many Ventas (VTR) shares did Debra Cafaro sell and at what price?

Debra Cafaro sold 10,322 Ventas shares. The sale occurred on February 6, 2026 at a weighted average price of $82.2274 per share, with individual trade prices ranging from $82.00 to $82.76, as disclosed in the filing footnote.

What stock options did Debra Cafaro exercise in the Ventas (VTR) Form 4?

She exercised 10,322 stock options with a $73.71 exercise price. The options were fully vested, had an original grant exercisable from August 3, 2016, and were scheduled to expire on August 3, 2026, prompting the February 6, 2026 exercise.

How many Ventas (VTR) shares does Debra Cafaro own after this transaction?

Debra Cafaro directly owns 1,114,034 Ventas common shares after the trade. Her ownership figure reflects the February 6, 2026 option exercise and the same-day sale of 10,322 shares reported in the Form 4 filing.

Was Debra Cafaro’s Ventas (VTR) trade under a Rule 10b5-1 plan?

Yes, the transactions were executed under a Rule 10b5-1 trading plan. The plan was entered into on March 28, 2024 and covered the option exercise and sale of the underlying shares net of exercise price and taxes.

What role does Debra Cafaro hold at Ventas (VTR) in this Form 4?

Debra A. Cafaro is Chairman and CEO of Ventas. The Form 4 identifies her as both a director and an officer of the company, with the officer title of Chairman and CEO, and not as a 10% beneficial owner.