CAFARO DEBRA A 4

What Happened

• Debra A. Cafaro, Chairman and CEO of Ventas, exercised 10,322 fully vested stock options and immediately sold the 10,322 underlying shares on February 6, 2026. The exercise was reported as an acquisition at $73.71 per share (total $760,835) and the subsequent sale was at a weighted-average price of $82.23 per share (total proceeds $848,751). The transactions were effected under a pre-existing Rule 10b5-1 trading plan.

Key Details

• Transaction date: 2026-02-06.
• Option exercise: 10,322 shares acquired at $73.71 each (total $760,835).
• Sale: 10,322 shares sold at a weighted-average $82.23 each (total $848,751); reported sale prices ranged $82.00–$82.76.
• Derivative disposition: 10,322 option units were converted/exercised (reported as disposed at $0.00 in the derivative line).
• Notable footnotes: Options were fully vested and scheduled to expire within six months; the sale was conducted net of exercise price and taxes pursuant to a 10b5-1 plan (entered March 28, 2024). The reporter will provide per-price breakdown on request.
• Shares owned after the transaction: not stated in the supplied filing.
• Filing timeliness: Report filed Feb 10, 2026 for a Feb 6 transaction (filed within the normal Form 4 reporting window).

Context

• This was an exercise followed by an immediate sale (a common "cashless" or net exercise pattern), not a straight open-market purchase. Such transactions are often routine executions of option-holder liquidity or tax-withholding arrangements and—because they were done under a 10b5-1 plan—were pre-scheduled rather than ad hoc trades. The filing is informational and does not, by itself, indicate the insider’s view of the company.