CAFARO DEBRA A 4

4 · Ventas, Inc. · Filed Feb 3, 2026

AI-generated summary of this filing

Updated Feb 3, 2026

Ventas (VTR) CEO Debra Cafaro Exercises Options, Sells Shares

What Happened

Debra A. Cafaro, Chairman & CEO of Ventas, Inc. (VTR), had multiple dispositions tied to RSU tax withholding and a contemporaneous option exercise followed by the sale of the underlying shares under a 10b5-1 plan.
On Feb 1, 2026, a total of 23,761 shares were withheld to cover taxes on vested restricted stock units (3 separate grants) at a reported closing price of $77.67, with aggregate value ≈ $1,845,518.
On Feb 2, 2026, Ms. Cafaro exercised 10,322 option shares at $73.71 per share (cost ≈ $760,835) and those 10,322 shares were sold in the open market at a weighted-average price of $77.66 for gross proceeds ≈ $801,605. The Form 4 also reports the related derivative exercise entry. Total shares disposed in these filings: 34,083; total reported proceeds/value ≈ $2.65M.

Key Details

Dates & prices:
- Feb 1, 2026: 7,668; 7,686; and 8,407 shares withheld for taxes at $77.67 (per-share closing price).
- Feb 2, 2026: Exercised 10,322 option shares at $73.71 (acquisition cost ≈ $760,835) and sold 10,322 shares at weighted avg $77.66 (proceeds ≈ $801,605; sale prices ranged $77.18–$78.4251).
Shares owned after transaction: Not specified in the provided excerpt of the filing.
Notable footnotes:
- RSU tax withholding relates to grants on Jan 23, 2023; Jan 2, 2024; and Jan 2, 2025.
- The option exercise and sale were executed pursuant to a Rule 10b5-1 trading plan entered March 28, 2024; options exercised were fully vested and scheduled to expire within ~7 months.
- Weighted-average sale price reported; detailed per-trade prices are available on request (per footnote).
Timeliness: Filing accession date Feb 3, 2026 covering Feb 1–2 transactions — appears timely (not marked late).

Context

This was largely routine compensation-related activity: RSU shares were withheld to satisfy tax obligations (not an open-market sell by choice), and the option exercise was paired with an immediate sale under a pre-established 10b5-1 plan (a common cashless exercise/sale approach).
Transaction codes: M = option exercise/conversion, S = open-market sale, F = tax withholding on awards.
These actions are administrative/compensation-driven and should be interpreted differently from discretionary purchases (which are a stronger bullish signal).

Form 4

Period: 2026-02-01

DirectorChairman and CEO

Transactions

Tax Payment
Common Stock
[F1][F2]
2026-02-01$77.67/sh−7,668$595,574→ 1,130,127 total
Tax Payment
Common Stock
[F3][F2]
2026-02-01$77.67/sh−7,686$596,972→ 1,122,441 total
Tax Payment
Common Stock
[F4][F2]
2026-02-01$77.67/sh−8,407$652,972→ 1,114,034 total
Exercise/Conversion
Common Stock
[F5]
2026-02-02$73.71/sh+10,322$760,835→ 1,124,356 total
Sale
Common Stock
[F5][F6]
2026-02-02$77.66/sh−10,322$801,605→ 1,114,034 total
Exercise/Conversion
Stock Option (Right to Buy)
[F5][F7][F8]
2026-02-02−10,322→ 10,322 total
Exercise: $73.71From: 2016-08-03Exp: 2026-08-03→ Common Stock (10,322 underlying)

Footnotes (8)

[F1]Represents shares withheld to pay taxes on the vesting of restricted stock units granted to the Reporting Person on January 23, 2023 under the Ventas, Inc. 2022 Incentive Plan.
[F2]Represents the applicable closing price per share of Issuer's common stock as of the date of the vesting.
[F3]Represents shares withheld to pay taxes on the vesting of restricted stock units granted to the Reporting Person on January 2, 2024 under the Ventas, Inc. 2022 Incentive Plan.
[F4]Represents shares withheld to pay taxes on the vesting of restricted stock units granted to the Reporting Person on January 2, 2025 under the Ventas, Inc. 2022 Incentive Plan.
[F5]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.
[F6]The price reported is a weighted average price. These shares were sold by the Reporting Person in multiple transactions at prices ranging from $77.18 to $78.4251, 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.
[F7]Fully vested.
[F8]Represents total number of unexercised options to purchase shares of Issuer's Common Stock held by the Reporting Person.

Signature

Debra A. Cafaro By: /s/ Jessica Stricklin, Attorney-In-Fact|2026-02-03

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