CAFARO DEBRA A 4

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).