by reference. The information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” with the U.S. Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific referenc…

Chief Accounting Officer — Laurida Sayed: The filing discloses the external hire of a new Chief Accounting Officer and Controller, while the existing CFO retains his role, indicating a planned succession rather than a departure.

by reference. The information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” with the U.S. Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific referenc…

Executive Vice President, General Counsel, Ethics & Compliance Officer and Corporate Secretary — Carey S. Roberts: Ms. Roberts resigned to join Blackstone, Inc. as Senior Managing Director and General Counsel - Real Estate.

Other Events. On May 15, 2026, the Company entered into Amendment No. 3 (“Amendment No. 3”) to the ATM Sales Agreement, dated September 18, 2024 (the “Original Agreement”), as amended by that Amendment No. 1 to the ATM Sales Agreement, dated June 13, 2025 (“Amendment No. 1”) and by that Amendment No. 2 to the ATM Sales Agreement dated February 9, 2026 (“Amendment No. 2” and together with Amendment No. 1, Amendment No. 3 and the Original Agreement, the “Sales Agreement”), with BofA Securities,…

Executive Vice President, Outpatient Medical & Research and President and CEO, Lillibridge Healthcare Services — Peter J. Bulgarelli: Mr. Bulgarelli retired as part of a previously disclosed plan.

by reference. The information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” with the U.S. Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific referenc…

Senior Vice President, Chief Accounting Officer and Controller — Gregory R. Liebbe: Mr. Liebbe is resigning to pursue other opportunities.

Other Events. On February 9, 2026, Ventas, Inc. (the “Company”) entered into Amendment No. 2 (“Amendment No. 2”) to the ATM Sales Agreement, dated September 18, 2024 (the “Original Agreement”), as amended by that Amendment No. 1 to the ATM Sales Agreement, dated June 13, 2025 (“Amendment No. 1” and together with the Original Agreement, the “Sales Agreement”), with BofA Securities, Inc., BBVA Securities Inc., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, Citigroup Global Marke…

by reference. The information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” with the U.S. Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific referenc…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The disclosures contained in “

Entry into a Material Definitive Agreement. On January 7, 2026, Ventas Realty, Limited Partnership (the “Borrower”), a wholly owned subsidiary of Ventas, Inc. (the “Company”), and the Company, as guarantor, entered into an amendment to the Credit Agreement (as defined below) (the “Amendment”) with the lenders identified therein and Bank of America, N.A., as administrative agent, pursuant to which that certain Credit and Guaranty Agreement (the “Credit Agreement”), dated as of June 27, 2022, a…

Other Events. On December 4, 2025, Ventas Realty, Limited Partnership (“Ventas Realty”), a wholly owned subsidiary of Ventas, Inc. (the “Company”), issued and sold $500,000,000 in aggregate principal amount of its 5.000% Senior Notes due 2036 (the “Notes”) in a registered public offering pursuant to the existing registration statement of the Company and Ventas Realty on Form S-3 (File Nos. 333-277185 and 333-277185-01) filed under the Securities Act of 1933, as amended. The Notes are guarante…

Executive Vice President — Peter J. Bulgarelli: The filing announces the planned retirement of an Executive Vice President with advance notice to allow for an orderly transition and search for a successor.

by reference. The information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” with the U.S. Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific referenc…

by reference. The information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” with the U.S. Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific referenc…

Other Events. On June 13, 2025, Ventas, Inc. (the “Company”) entered into Amendment No.1 (“Amendment No.1”) to the ATM Sales Agreement, dated September 18, 2024 (as amended from time to time, the “Sales Agreement”), with BofA Securities, Inc., BBVA Securities Inc., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MU…

Other Events. On June 3, 2025, Ventas Realty, Limited Partnership (“Ventas Realty”), a wholly owned subsidiary of Ventas, Inc. (the “Company”), issued and sold $500,000,000 in aggregate principal amount of its 5.100% Senior Notes due 2032 (the “Notes”) in a registered public offering pursuant to the existing registration statement of the Company and Ventas Realty on Form S-3 (File Nos. 333-277185 and 333-277185-01) filed under the Securities Act of 1933, as amended. The Notes are guaranteed b…

Material Modification to Rights of Security Holders. The information contained in

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The disclosures contained in “

Entry into a Material Definitive Agreement. On April 29, 2025, Ventas Realty, Limited Partnership (“Ventas Realty”), Ventas SSL Ontario II, Inc., Ventas Canada Finance Limited, Ventas UK Finance, Inc. and Ventas Euro Finance, LLC, as borrowers (collectively, the “Borrowers”), each of which is a direct or indirect wholly owned subsidiary of Ventas, Inc. (the “Company”), and the Company, as guarantor, entered into an amendment to the Revolving Credit Agreement (as defined below) (the “Revolver…

by reference. The information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” with the U.S. Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific referenc…

by reference. The information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” with the U.S. Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific referenc…

Other Events Underwriting Agreement On November 13, 2024, Ventas, Inc. (the “Company”) launched and priced the public offering of shares of the Company’s common stock, $0.25 par value per share (“Common Stock”) in connection with the Forward Sale Agreement (as defined below) and entered into an underwriting agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC, (the “Underwriter”), the Forward Purchaser (as defined below) and Wells Fargo Securities, LLC, as forward seller…

by reference. The information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” with the U.S. Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific referenc…