RAKOWICH WALTER C 4

What Happened Walter C. Rakowich, a director of Ventas, Inc. (VTR), was granted 2,047 restricted stock units (RSUs) on 2026-05-13 valued at $90.35 each (total $184,946). The next day (2026-05-14) he sold 1,152 shares in open-market transactions for a weighted average price of $90.20, generating proceeds of $103,915. The sale was executed under a pre-established Rule 10b5-1 trading plan.

Key Details

• Grant: 2,047 RSUs on 2026-05-13 at $90.35 per share (value reported $184,946). (Footnote: $90.35 is the closing price on the grant date.)
• Sale: 1,152 shares on 2026-05-14; weighted average price $90.20; proceeds $103,915. Reported sale prices ranged from $90.00 to $90.83. (10b5-1 plan; weighted average disclosed.)
• Vesting: RSUs vest on the earlier of one year after grant or Ventas’ 2027 Annual Meeting of Stockholders.
• Filing: Form 4 filed 2026-05-15 for transactions dated 2026-05-13 and 2026-05-14 — appears timely. Exhibit 24 (Power of Attorney) attached.
• Shares owned after the transactions: not specified in the provided filing summary.

Context

• RSUs are compensation awards that convert to shares at vesting; receiving RSUs is different from buying stock on the open market and primarily reflects compensation, not an immediate market purchase signal.
• The sale was made under a Rule 10b5-1 trading plan (established 2024-09-15), which typically schedules trades in advance and can indicate routine, pre-planned selling rather than opportunistic trading.
• No indication of option exercises, gifts, or tax-withholding share forfeitures in this filing.