Ventas (VTR) 10-K risk factor changes: FY2022 vs FY2021

The COVID-19 [added: pandemic, policy and other actions taken in response to the] pandemic and [removed: its] [added: their respective] extended consequences have materially and negatively impacted our businesses in a number of ways and are expected to continue to do so.

Many of our tenants, managers and borrowers have also incurred significant costs or losses [added: or are under increased financial pressure] as a result of the [removed: pandemic,] [added: pandemic] and [removed: may continue] [added: its extended consequences, including as a result of increased expenses due] to [removed: do so,] [added: labor and inflationary pressures and rising interest rates and decreased revenues,] which increases the risk that they are unable to comply with their obligations to us.

As a result of the pandemic, our non-field-based employees have [removed: shifted to operating] [added: operated] in a primarily fully or partially remote working environment.

We may experience increased costs and disruption as we adjust to [removed: new] [added: this work model] or [removed: unfamiliar] [added: as the] work [removed: models.][added: model continues to evolve.]

Lower labor force participation rates and inflationary pressures affecting wages have driven increased labor expenses across senior housing communities, with [removed: our tenants, managers and borrowers implementing higher wage rates, more costly overtime and usage of contract labor to address these challenges.]

Many of these expenses [removed: may remain] [added: have remained] at these higher levels even [removed: if] [added: as] the [added: COVID-19] pandemic [removed: subsides.][added: has subsided.]

Increases in labor or other operating costs [removed: would affect] [added: affects] the net operating income of our SHOP segment and could affect the ability of our triple-net tenants [added: and borrowers] to [removed: make contractual payments] [added: meet their obligations] to us, which in turn, could adversely affect our triple-net leased segment.

The ongoing impact of the pandemic [added: and its extended consequences] on occupancy remains uncertain, especially as new strains of [removed: COVID-19,] [added: COVID-19 and other viruses and infections,] such as [removed: the Delta] [added: flu] and [removed: Omicron variants,] [added: respiratory syncytial virus (RSV),] arise and spread and clinical trends fluctuate.

Any decrease in occupancy would affect the net operating income of our SHOP segment and could affect the ability of our triple-net tenants [added: and borrowers] to [removed: make contractual payments] [added: meet their obligations] to us, which in turn, could adversely affect our triple-net leased segment.

Across our asset classes, the ongoing impact of the COVID-19 [added: pandemic, policy and other actions taken in response to the] pandemic and [removed: its] [added: their respective] extended consequences create a heightened risk of [removed: tenant, borrower, manager or other obligor] [added: financial deterioration, including] bankruptcy or [removed: insolvency] [added: insolvency, of our tenants, borrowers, managers and other obligors] due to factors such as decreased occupancy, [added: increased labor and other operating expenses, increased interest rates,] medical practice disruptions resulting from increased hospitalizations or restrictions on elective procedures, [removed: increased labor and other operating expenses,] difficulty procuring necessary products and services, delays and suspensions in the issuance of permits or other required authorizations and exposure to increased litigation and regulatory risk.

The COVID-19 [added: pandemic, policy and other actions taken in response to the] pandemic and [removed: its] [added: their respective] extended consequences have impacted the macroeconomic environment and global financial markets in significant ways, including through increased rates of inflation and interest rates and increasing labor pressure.

See [removed: “Risks] [added: also “—Risks] Related to Our Business Operations and [removed: Strategy—Macroeconomic] [added: Strategy-Macroeconomic] trends including rising labor costs and historically low unemployment, increases in inflation and rising interest rates may adversely affect our business and financial [removed: results,” below.][added: results.”.]

The COVID-19 [added: pandemic, policy and other actions taken in response to the] pandemic and [removed: its extended] [added: their respective] consequences have exacerbated, and may continue to exacerbate, the magnitude of other risks.

Today, the trajectory and future impact of the COVID-19 [added: pandemic, policy and other actions taken in response to the] pandemic and [removed: its] [added: their respective] extended consequences [removed: remains] [added: remain] highly uncertain.

[added: The extent of the continuing effect of the pandemic, policy and other actions taken in response to the pandemic and their respective extended consequences on our operational and financial performance will depend on a variety of factors, including the rise of new variants of the COVID-19 virus and the effectiveness of available vaccines and therapeutics] against those variants; the availability and accuracy of testing; the rate of acceptance of available vaccines, vaccine boosters and therapeutics; the speed at which available vaccines, including boosters and updated versions of vaccines, and therapeutics can be successfully deployed; [added: the rise and spread of other health conditions, such as flu and RSV;] ongoing clinical experience, which may differ considerably across regions and fluctuate over time; the ongoing impact [removed: of the pandemic] on the macroeconomic environment and global financial markets, including [removed: the rate of] [added: on] inflation, interest rates and [added: the] labor market; and on other future developments, including the ultimate duration, spread and intensity of new [removed: outbreaks,] [added: outbreaks of COVID-19 and other conditions, such as flu and RSV,] the extent to which governments impose, rollback or re-impose preventative restrictions and the availability of ongoing government financial support to our business, tenants, managers and borrowers.

There can be no assurance as to the total amount of financial assistance [added: that] we or our [removed: tenants] [added: tenants, managers] or borrowers will receive or [removed: that we will be able to benefit from provisions intended to increase access to resources and ease regulatory burdens for healthcare providers.][added: retain.]

In response to the COVID-19 pandemic, the [removed: Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”),] [added: CARES Act,] the Consolidated Appropriations Act of 2021 and the American Rescue Plan Act of 2021 authorized [removed: a total of $186 billion] [added: funds] to be distributed to healthcare providers through the Provider Relief Fund, which is administered by the [removed: U.S. Health and Human Services Department (“HHS”).][added: HHS.]

These grants [removed: are] [added: were] intended to reimburse eligible providers for healthcare-related expenses or lost revenues attributable to COVID-19.

Recipients are not required to repay distributions from the Provider Relief Fund, provided that they attest to and comply with certain terms and conditions, including reporting, record maintenance and audit requirements and not [removed: use] [added: using] grants received from the Provider Relief Fund to reimburse expenses or losses that other sources are obligated to reimburse.

We applied for [removed: grants under Phase 2, Phase 3] and [removed: Phase 4 of] [added: received from] the Provider Relief Fund [added: in late 2020 through 2022] on behalf of the assisted living communities in our [removed: senior living operations segment and may apply for additional grants in the future.][added: SHOP segment.]

There can be no assurance that [added: we or our tenants, managers or borrowers are or will remain in compliance with all requirements related to] the [added: payments received under the Provider Relief Fund or other government relief programs, that the] terms and conditions of the Provider Relief Fund grants or other [added: government relief] programs will not change or be interpreted in ways that affect our ability [added: or the ability of our tenants, managers and borrowers] to comply with such terms and conditions (which could affect [removed: our] [added: the] ability to retain any grants [removed: that we receive),] [added: or other funds),] the amount of total financial grants [added: or other funds that] we [added: or our tenants, managers or borrowers] may ultimately receive or our [added: or their] eligibility to participate in any future funding.

Macroeconomic trends including rising labor costs and historically low unemployment, increases in [removed: inflation] [added: inflation, changes in exchange rates] and rising interest rates may adversely affect our business and financial results.

Macroeconomic trends, including rising labor costs and historically low unemployment, increases in [removed: inflation] [added: inflation, changes in exchange rates] and rising interest rates, may adversely impact our business, financial condition and results of operations.

Increased labor costs and [added: a] shortage of available skilled and unskilled workers [added: has and] may [added: continue to] increase the cost of staffing our or our tenants’, managers’ or borrowers’ workforce, including employees at our senior housing communities.

If we [added: or they] are unable to hire and fill necessary positions, our [removed: business] [added: respective businesses] may [removed: suffer or operate below capacity,] [added: suffer,] causing us [added: or them] to forego potential revenue and growth or affecting our [added: or their] ability to effectively manage risk.

Competitive pressures, including historically low [removed: unemployment,] [added: unemployment and rising inflation,] may require that we or our tenants, managers and borrowers enhance pay and benefits packages to compete effectively for such personnel or use more costly contract or overtime labor.

We [added: and our tenants, managers and borrowers] may not be able to offset such additional costs by increasing the rates we [removed: charge residents and tenants.][added: charge, whether to residents, tenants or others.]

If there is an increase in these costs or if we [added: or our tenants, managers and borrowers] fail to attract and retain qualified and skilled personnel, our [removed: business] [added: respective businesses] and operating results could be adversely affected.

Many of our [removed: costs,] [added: costs and the costs of our tenants, managers and borrowers,] including operating and administrative expenses, interest expense and real estate acquisition and construction [removed: costs] [added: costs,] are subject to inflation.

See also “—We may face increased risks and costs associated with volatility in materials and labor prices or as a result of supply chain or procurement disruptions, which may adversely affect the status of our construction [removed: projects.,” below.][added: projects.”.]

If there is an increase in these costs, our [removed: business] [added: business, cash flows] and operating results could be adversely affected.

A substantial portion of our value is derived from properties in California, New York, Texas, Pennsylvania and Illinois, and as a result, we are subject to increased exposure to adverse conditions affecting these regions, including downturns in the local economies or changes in local real estate conditions, changing demographics, increased construction and competition or decreased demand for our properties, regional climate [removed: events] [added: events, such as wildfires or storms,] and changes in state-specific legislation, which could adversely affect our business, financial condition and results of operations.

The historically low unemployment [added: rate] and tight labor market may make it difficult for us to hire skilled and unskilled employees to meet our staffing needs.

[added: The failure by] these third parties to operate these properties efficiently and effectively and adequately manage the related risks could adversely affect our business, financial condition and results of operations.

These risks include, and our resulting revenues are impacted by, among other things, fluctuations in occupancy levels, the inability to charge desirable resident fees (including anticipated increases in those fees), increases in the cost of food, materials, energy, labor (as a result of labor shortages, unionization, inflation or otherwise) or other services, rent control regulations, national and regional economic conditions, the imposition of new or increased taxes, capital expenditure requirements, changes in management or equity, accounting misstatements, professional and general liability claims, [added: litigation] and [added: regulatory actions, and] the availability and cost of insurance.

Any one or a combination of these factors could result in deficiencies in our [removed: senior living operations] [added: SHOP] segment, which could adversely affect our business, financial condition and results of operations.

We generally hold the applicable healthcare license and enroll in applicable government healthcare programs on behalf of the properties in our [removed: senior living operations] [added: SHOP] segment.

As of December 31, [removed: 2021,] [added: 2022,] Atria [added: managed 242 of our consolidated senior housing communities] and [removed: Sunrise, collectively,] [added: Sunrise] managed [removed: 256] [added: 92] of our consolidated senior housing communities pursuant to long-term management agreements.

As of December 31, [removed: 2021,] [added: 2022,] our three largest tenants, Brookdale Senior Living, Ardent and Kindred leased from us 121 properties, [removed: 12] [added: 30] properties and [removed: 31] [added: 29] properties, respectively.

We depend on Brookdale Senior Living, Ardent and [removed: Kindred,] [added: Kindred] to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures, and to comply with the terms of the mortgage financing, if any, affecting the properties they lease from us.

Those employees have now shifted to a hybrid work model that supports a blend of in-office and remote work.

While a hybrid work model offers flexibility to employees that may support our talent acquisition, retention and engagement efforts, it also creates inherent productivity, connectivity and oversight challenges.

our tenants, managers and borrowers implementing higher wage rates, more costly overtime and usage of contract labor to address these challenges.

See also “—If our tenants’, managers’ or borrowers’ financial condition or business prospects deteriorate, our business, financial condition and results of operations could be adversely affected” and “—We face potential adverse consequences from the bankruptcy, insolvency or financial deterioration of our tenants, managers, borrowers and other obligors.”.

Federal, state and local governments and agencies implemented or announced other programs to provide financial and other support to businesses affected by the COVID-19 pandemic, some of which benefited our tenants, borrowers, managers and our SHOP segment, but that impose significant regulatory and compliance obligations.

Many of our tenants, managers and borrowers also received grants from the Provider Relief Fund.

As a recipient of funds from the Provider Relief Fund, we are required to comply with detailed reporting requirements specified by HHS, including in some instances by providing a third-party audit of the use of the funds received in accordance with Generally Accepted Government Auditing Standards or in conformance with the requirements of 45 CFR §75.514.

In addition, the HHS Office of Inspector General and the Pandemic Response Accountability Committee each have the right to conduct their own audits of our use of funds from the Provider Relief Fund and HHS has the right to recoup some or all of the payments if it determines those payments were not made or the funds not used in compliance with its rules, regulations and interpretive guidance.

There remains a high degree of uncertainty surrounding the implementation, interpretation and application of the CARES Act, the PPPHCE Act, the CAA and other federal, state and local government pandemic relief programs, and the rules, regulations and guidance thereunder.

The COVID-19 pandemic, policy and other actions taken in response to the pandemic and other recent events, such the conflict between Russia and Ukraine and supply chain disruptions, have exacerbated, and may continue to exacerbate, increases in the consumer price index.

Additionally, U.S. government policies implemented to address inflation, including actions by the Board of Governors of the Federal Reserve System ("the U.S. Federal Reserve") to increase interest rates, could negatively impact consumer spending, our and our tenants’, managers’ and borrowers’ businesses, and future demand for our properties.

In particular, primarily in response to concerns about inflation, the U.S. Federal Reserve significantly raised its benchmark federal funds rate, which has led to increases in interest rates in the credit markets and other impacts on the macroeconomic environment.

The U.S. Federal Reserve may continue to raise the federal funds rate, which will likely lead to higher interest rates in the credit markets and the possibility of lower asset values, slowing economic growth and a recession.

The increase in interest rates may continue to have an adverse impact on us and our tenants, managers and borrowers.

See also “—Market conditions and the actual and perceived state of the capital markets generally could negatively impact our business, financial condition and results of operations”, “—If our tenants’, managers’ or borrowers’ financial condition or business prospects deteriorate, our business, financial condition and results of operations could be adversely affected.”

unwillingness by them to do so could adversely affect our business, financial condition and results of operations.

Any of our tenants, managers or borrowers may experience a weakening in their overall financial condition, including as a result of deteriorating operating performance, changes in industry or market conditions, including supply-demand dynamics, rising interest rates or inflation, or other factors.

We have limited control over the success or failure of our

We may be required to recognize reserves, allowances, credit losses or impairment charges.

Declines in the value of our properties or other assets or loan collateral, financial deterioration of our borrowers or other obligors or other factors may result in the recognition of reserves, allowances, credit losses or impairment charges.

Our determination of such reserves, allowances or credit losses relies on estimates regarding the fair value of any loan collateral, which is a complex and subjective process.

In addition, we evaluate our assets for impairments based on various triggers, including market conditions, our current intentions with respect to holding or disposing of the assets and the expected future undiscounted cash flows from the assets.

Impairments, reserves, allowances and credit losses are based on estimates and assumptions that are inherently uncertain, may increase or decrease in the future and may not represent or reflect the ultimate value of, or loss that we ultimately realize with respect to, the relevant assets.

Any such impairment, reserve, allowance or credit loss, or any change in any of the foregoing, could have an adverse impact on our results of operations and financial condition.

See also “—If a borrower defaults, we may be unable to obtain payment, successfully foreclose on collateral or realize the value of any collateral, which could adversely affect our ability to recover our investment” and “—We face potential adverse consequences from the bankruptcy, insolvency or financial deterioration of our tenants, managers, borrowers and other obligors.”

The mortgages and other loans we hold may have other limiting characteristics that result in us not having full recourse to the collateral securing those obligations or may limit our flexibility if we foreclose on the collateral.

In connection with any foreclosure on any loan, we may be required to assume, replace or otherwise incur indebtedness, which may have an adverse effect on our financial condition.

As of December 31, 2022, we recognized a $20.0 million allowance with respect to our $486.1 million cash-pay mezzanine loan (the “Santerre Mezzanine Loan”) to Santerre Health Investors, which is subordinate to the rights of a $1.0 billion principal amount senior loan (the “Santerre Senior Loan”).

The Santerre Senior Loan is secured by a diverse pool of medical office, senior housing, skilled nursing and other healthcare assets and the Santerre Mezzanine Loan is secured by equity interests in entities that own those assets.

Both loans are otherwise non-recourse to the borrower, subject to certain exceptions.

There can be no assurance that the borrower will fully pay the principal and interest on the Santerre Mezzanine Loan when due, and we may be required to record additional allowances in the future, which may have an adverse impact on our results of operations and overall financial condition.

In the event of a default under the Santerre Mezzanine Loan, and if we foreclose on the collateral securing the Santerre Mezzanine Loan, we may be required to repay, assume or refinance the existing $1.0 billion non-recourse senior secured loan.

If we elect to foreclose on the collateral, we will incur additional expenses and there can be no assurance that we will recognize the full value of our initial investment and such action may adversely impact our results of operations and overall financial condition, including our leverage profile and liquidity.

We also may be unable to successfully integrate the operations, personnel or systems of foreclosed assets, maintain consistent standards, controls, policies and procedures, retain key personnel or realize the anticipated benefits from the collateral should we elect to foreclose.

The borrower has also agreed to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities arising in connection with their business, and we cannot assure you that the borrower will have sufficient assets, income and insurance coverage to enable them to satisfy their indemnification obligations to us.

See “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Loans Receivable and Investments”.

If our life science, research and innovation

See also “—If we need to replace any of our tenants or managers, we may be unable to do so on as favorable terms, if at all, and we could be subject to delays, limitations and expenses, which could adversely affect our business, financial condition and results of operations.”

Any

- Our investments or ventures or our partners may be unable to meet their financial or other obligations to us or to the investment or venture, including any obligation to provide equity to the investment or venture or indemnify us or the investment or venture for losses;

We, along with our managers, continue to undertake extensive efforts to ensure the safety of our employees, residents, communities, tenants and buildings, including by coordinating vaccine programs for residents and instituting vaccine requirements for our employees and most employees in our SHOP portfolio.

In some circumstances, these vaccine requirements may make it harder for us to hire employees or may make it more expensive for us to do so.

Ongoing administration of resident safety programs may contribute to increased labor and other operating costs, including those related to food and wellness services and higher wages from overtime pay.

Remote work creates inherent productivity, connectivity and oversight challenges.

The extent of the pandemic’s continuing effect on our operational and financial performance will depend on a variety of factors, including the rise of new variants of the COVID-19 virus and the effectiveness of available vaccines and therapeutics

HHS began distributing Provider Relief Fund grants in April 2020 and has made grants available to various provider groups in phases.

While we have received grants from the Provider Relief Fund in the past, there can be no assurance that we will receive additional grants from the Provider Relief Fund or any future source of government funding in the future.

Any grants that are ultimately received and retained by us are not expected to fully offset the losses incurred in our senior living operating portfolio that are attributable to COVID-19.

Further, although we continue to monitor and evaluate the terms and conditions associated with the Provider Relief Fund distributions, we cannot assure you that we will be in compliance with all requirements related to the payments received under the Provider Relief Fund.

If we or any of our tenants fail to comply with all of the terms and conditions, we or they may be required to repay some or all of the grants received and may be subject to other enforcement action, which could have a material adverse impact on our business and financial condition.

There remains a high degree of uncertainty surrounding the continued implementation of the CARES Act and related legislation.

The federal government continues to evaluate its response to the COVID-19 pandemic, including whether additional financial measures and related regulations and guidance should be implemented.

The failure by

As of December 31, 2021, Atria managed 162 communities and Holiday Retirement managed 91 communities under their own distinct management contracts with us.

Ventas has the ongoing right to terminate the management contract for 91 of the Holiday-managed communities with short term notice.

As a result of Atria’s acquisition of the Holiday Management platform and our acquisition of New Senior Investment Group Inc. in 2021, taken together, the Atria/Holiday Retirement concentration represents 253 communities.

We have limited control over the success or failure of our tenants’, managers’ and borrowers’ businesses, and, at any time, a tenant, borrower or manager may experience a downturn in its business that weakens its financial condition.

Bankruptcy and insolvency laws

remedies, seek bankruptcy protection against our exercise of enforcement or other available remedies or bring claims against us for lender liability.

The collateral may include equity interests in an entity with unexpected liabilities that limits the value of those equity interests or with other limiting characteristics that may result in us not having full recourse to assets within that entity’s subsidiary structure.

As of December 31, 2021, VIM had over $4.5 billion in assets under management, including the Ventas Life Science and Healthcare Real Estate Fund, L.P. (the “Ventas Fund”), our joint venture with GIC and certain other institutional private capital vehicles.

This includes gross asset value, unfunded equity commitments, and total project costs for development projects under way.

- Our joint ventures or our joint venture partners may be unable to repay any amounts that we may loan to them;

variable-rate facilities and in the long term, increase our financing costs as we refinance our existing variable-rate and fixed-rate long-term borrowings, or incur additional interest expense related to the issuance of incremental debt.

While publication of the remaining U.S. dollar LIBOR settings is expected to

We have already transitioned certain foreign LIBOR rates used in our Line of Credit that were discontinued at year-end 2021.

In some circumstances, our tenants or managers may be contractually obligated to indemnify, defend and hold us harmless in whole or in part with respect to certain actions, legal or regulatory proceedings.

In addition, third parties from whom we acquired certain of our assets and, in some cases, their affiliates may be required by the terms of the related conveyance documents to indemnify, defend and hold us harmless against certain actions, investigations and claims related to the acquired assets and arising prior to our ownership or related to excluded assets and liabilities.

In some cases, a portion of the purchase price consideration is held in escrow for a specified period of time as collateral for these indemnification obligations.

We cannot assure you that these third parties will be able to satisfy their defense and indemnification obligations to

costly.

for tax purposes.

Business Summary and Overview of [removed: 2021][added: 2022]

Ventas, [removed: Inc.,] [added: Inc. (together with its consolidated subsidiaries, unless otherwise indicated or except where the context otherwise requires, “we,” “us,” “our,” “Company” and other similar terms),] an S&P 500 company, is a real estate investment trust (“REIT”) operating at the intersection of healthcare and real estate.

We hold a highly diversified portfolio of senior housing communities, medical office buildings (“MOBs”), life science, research and innovation centers, hospitals and other healthcare facilities, which we generally refer to [added: collectively] as “healthcare real [removed: estate”,] [added: estate,”] located throughout the United States, Canada, and the United Kingdom.

As of December 31, [removed: 2021,] [added: 2022,] we owned or had investments in approximately [removed: 1,200] [added: 1,300] properties (including properties classified as held for sale).

We operate through three reportable business segments: triple-net leased properties, senior [removed: living operations,] [added: housing operating portfolio,] which we also refer to as [removed: SHOP,] [added: “SHOP”] and [added: which was formerly known as senior living operations, and] office operations.

Our senior housing communities are either subject to triple-net leases, in which case they are included in our triple-net leased properties reportable business segment, or operated by independent third-party managers, in which case they are included in our [removed: senior living operations] [added: SHOP] reportable business segment.

See “Risk [removed: Factors — Risks Related to the COVID-19 Pandemic” included] [added: Factors”] in Part I, Item 1A of this Annual Report and “Note [removed: 1 - Description of Business] [added: 2 – Accounting Policies] - COVID-19 [removed: Update”] [added: Assessment”] of the Notes to Consolidated Financial Statements in Part II, Item [removed: 8] [added: 8, in each case,] of this Annual [removed: Report for a description of charges recognized during the year ended December 31, 2020 as a result of the COVID-19 pandemic.][added: Report.]

Select [removed: 2021 and Early] 2022 Highlights

- During the year ended December 31, [removed: 2021,] [added: 2022, for an aggregate purchase price of $453.2 million,] we acquired [removed: six Canadian senior housing communities reported within our senior living operations reportable business segment and a] [added: 18 MOBs leased to affiliates of Ardent, one] behavioral health [added: center, one research and innovation] center [removed: in Plano, Texas] [added: (all of which are] reported within our office operations [removed: reportable business segment for aggregate consideration of $240.7 million.][added: segment) and two senior housing communities (which are reported within our SHOP segment).]

- During the year ended December 31, [removed: 2021,] [added: 2022,] we sold [removed: 34] [added: seven senior housing communities, two] MOBs, [removed: eight] [added: three] triple-net leased [removed: properties] [added: properties, one vacant land parcel] and [removed: 23 senior housing communities] [added: one vacant office building] for aggregate consideration of [removed: $859.7] [added: $115.1] million and recognized [removed: gains] [added: a net gain] on the sale of these assets of [removed: $218.8] [added: $7.8] million in our Consolidated Statements of Income.

- As of December 31, [removed: 2021,] [added: 2022,] we had approximately [removed: $2.5] [added: $2.4] billion in liquidity, including availability under our revolving credit facility and cash and cash equivalents on hand, with [removed: $280.0] [added: $403.0] million borrowings outstanding under our commercial paper program and [removed: negligible] [added: modest] near-term debt maturing.

The [removed: unsecured revolving credit facility] [added: New Credit Agreement] also includes an accordion feature that permits us to increase our aggregate [removed: borrowing capacity] [added: borrowings] thereunder to up to [removed: $3.75] [added: $1.25] billion, subject to the satisfaction of certain [removed: conditions.][added: conditions, including the receipt of additional commitments for such increase.]

[removed: -] During [removed: 2021,] [added: the years ended December 31, 2021 and 2020,] we sold 10.9 million [added: and 1.5 million] shares of our common stock under our [removed: “at-the-market” equity offering] [added: previous ATM] program [removed: (“ATM program”)] for gross proceeds of $626.4 [added: million and $66.6] million, [removed: representing] [added: respectively, at] an average [added: gross] price of $57.71 [added: and $44.88] per [removed: share.][added: share, respectively.]

[removed: In November 2021,] [added: - As of December 31, 2022,] we [removed: replaced] [added: have $1.0 billion remaining under] our [removed: ATM] [added: “at-the-market” equity offering] program [removed: with a similar program,] [added: (“ATM program”),] under which we may sell up to [removed: an aggregate of] $1.0 billion [added: aggregate gross sales price] of [added: shares of] our common stock.

- We successfully transitioned the operations of 90 senior living communities owned by us and operated under management agreements with Eclipse Senior Living, Inc. (“ESL”) to seven experienced managers [removed: by the start of] [added: on or before] January [added: 2,] 2022.

ESL [removed: is expected to cease] [added: ceased] operation of its management business in [added: early] 2022 following completion of the transitions.

We incurred certain one-time transition costs and expenses in connection with the [removed: transitions.][added: transitions, which were recognized within transaction expenses and deal costs in our Consolidated Statements of Income.]

- During [removed: 2021,] [added: 2022,] we continued our leadership in ESG, receiving numerous recognitions and accolades, including the [removed: CDP “A List” for climate change in 2021, the 2021] [added: 2022] Nareit Health Care “Leader in the Light” award for a [removed: fifth] [added: sixth] consecutive year, the [removed: 2022] [added: 2023] Bloomberg Gender-Equality Index for the [removed: third] [added: fourth] consecutive year, the [removed: 2021] [added: 2022] Dow Jones Sustainability [added: World Index for the fourth consecutive year, the CDP “A List” for climate change in 2021, earning a 4-star GRESB rating for the tenth consecutive year, and named a 2022 ENERGY STAR® Partner of the Year for the second consecutive year.]

Recently [removed: Issued] [added: Adopted] Accounting Standards

In November 2021, the FASB issued [removed: ASU] [added: Accounting Standards Update] 2021-10, *Disclosures by Business Entities about Government [removed: Assistance*,] [added: Assistance*] (“ASU [removed: 2022-10”)] [added: 2021-10”),] which requires expanded [removed: disclosure] [added: annual disclosures] for transactions involving the receipt of government assistance.

Required disclosures include a description of the nature of [added: the] transactions with government entities, our accounting policies for such transactions and their impact to our Consolidated Financial Statements.

[added: We adopted] ASU 2021-10 [removed: is effective for us beginning] [added: on] January 1, 2022 and [added: the] adoption of this standard [removed: is] [added: did] not [removed: expected to] have a [removed: significant] [added: material] impact on our Consolidated Financial Statements.

As of December 31, [removed: 2021,] [added: 2022,] we operated through three reportable business segments: triple-net leased properties, [removed: senior living operations] [added: SHOP] and office operations.

In our triple-net leased properties [added: reportable business] segment, we invest in and own senior housing and healthcare properties throughout the United States and the United Kingdom and lease those properties to healthcare operating companies under triple-net or absolute-net leases that obligate the tenants to pay all property-related expenses.

In our [removed: senior living operations] [added: SHOP reportable business] segment, we invest in senior housing communities throughout the United States and Canada and engage independent operators, such as Atria and Sunrise, to manage those communities.

In our office operations [added: reportable business] segment, we primarily acquire, own, develop, lease and manage MOBs and life science, research and innovation centers throughout the United States.

Information provided for [removed: “all other”] [added: “non-segment”] includes income from loans and investments and other miscellaneous income and various corporate-level expenses not directly attributable to any of our three reportable business segments.

Assets included in [removed: “all other”] [added: “non-segment”] consist primarily of corporate assets, including cash, restricted cash, loans receivable and investments, and miscellaneous accounts receivable.

Our chief operating decision [removed: makers evaluate] [added: maker evaluates] performance of the combined properties in each reportable business segment and [removed: determine] [added: determines] how to allocate resources to those segments, in significant part, based on [removed: segment net operating income (“NOI”)] [added: NOI] and related [removed: measures.][added: measures for each segment.]

For further information regarding our reportable business segments and a discussion of our definition of [removed: segment] NOI, see “Note 18 – Segment Information” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.

The table below shows our results of operations for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] and the effect of changes in those results from period to period on our net income attributable to common stockholders (dollars in thousands).

| | | | For the Years Ended December 31, | | | | | | | | | | | | [removed: (Decrease) Increase] [added: Increase (Decrease)] to Net Income | | | | | | | | |

| | | | [removed: 2021 | | | | | | 2020] [added: 2022] | | | | | | [removed: $] [added: 2021] | | | | | | [removed: %] [added: 2020] | | |

[removed: | Segment NOI: | | | | | | | | | | | | | | | | | | | | | | | |][added: *NOI — Non-Segment*]

| Triple-net leased properties | | | [removed: $] [added: 582,853] | [removed: 638,488] | | | | | [removed: $] [added: 638,488] | [removed: 673,105] | | | | | [removed: $] [added: (55,635)] | [removed: (34,617)] | | | | | [removed: (5.1] [added: (8.7)] | | [removed: %)] |

| [removed: Total segment] NOI | | | [removed: 1,724,701 | | | | | | 1,847,990] [added: $] | [added: 1,842,640] | | | | | [removed: (123,289)] [added: $] | [added: 1,724,701] | | | | | [removed: (6.7)] [added: $] | [added: 1,847,990] | |

| Interest and other income | | | [removed: 14,809 | | | | | | 7,609] [added: (3,635)] | | | | | | [removed: 7,200] [added: (14,809)] | | | | | | [removed: 94.6] [added: (7,609)] | | |

| Interest expense | | | [removed: (440,089) | | | | | | (469,541)] [added: 467,557] | | | | | | [removed: 29,452] [added: 440,089] | | | | | | [removed: 6.3] [added: 469,541] | | |

| Depreciation and amortization | | | [removed: (1,197,403) | | | | | | (1,109,763)] [added: 1,197,798] | | | | | | [removed: (87,640)] [added: 1,197,403] | | | | | | [removed: (7.9)] [added: 1,109,763] | | |

| General, administrative and professional fees | | | [removed: (129,758) | | | | | | (130,158)] [added: 144,874] | | | | | | [removed: 400] [added: 129,758] | | | | | | [removed: 0.3] [added: 130,158] | | |

We have a third-party institutional capital management business, Ventas Investment Management (“VIM”), which includes our open-ended investment vehicle, the Ventas Life Science & Healthcare Real Estate Fund (the “Ventas Fund”).

Through VIM, we partner with third-party institutional investors to invest in healthcare real estate through various joint ventures and other co-investment vehicles where we are the sponsor or general partner.

Starting in 2020, our business was significantly impacted by both the COVID-19 pandemic itself, including actions taken to prevent the spread of the virus and its variants, and its extended consequences.

- In 2022, we provided secured debt financing in the aggregate amount of $29.1 million with terms ranging from two to five years and interest rates ranging from Term SOFR plus 3.75% to 5.00%.

- In June 2022, we entered into a Credit and Guaranty Agreement (the “New Credit Agreement”) with Ventas Realty, as borrower.

The New Credit Agreement replaces Ventas Realty’s previous $200.0 million unsecured term loan priced at LIBOR plus 0.90% that matured in 2023 with a new $500.0 million unsecured term loan that matures in 2027 and is initially priced at Term SOFR plus 0.95% based on Ventas Realty’s debt ratings.

- In 2022, all three credit rating agencies took positive rating actions by upgrading Ventas’ long-term outlook to stable and affirmed its BBB+ or equivalent ratings.

- During the fourth quarter, Atria Senior Living, Inc. (“Atria”) combined its proprietary cloud-based senior housing management software platform, Glennis, with two other complementary companies in the Software as a Service (SaaS) technology space.

The merger transaction was executed under the sponsorship and majority ownership of an experienced private equity technology investor.

We own a 34% stake in Atria and recognized a $26.1 million gain on sale in the fourth quarter of 2022 in income from unconsolidated entities in our Consolidated Statements of Income.

We now own nearly 10% of the new combined SaaS company.

- We earned our first promote revenue of $9.9 million as general partner of the Ventas Fund within VIM.

The promote revenue was recorded in third party capital management revenues in our Consolidated Statements of Income.

- We continued expanding our life science, research and innovation footprint, as evidenced by $0.7 billion in closed or committed projects in 2022.

The 643,000 square foot, $425 million Atrium Health/Wake Forest University School of Medicine development in Charlotte announced in 2022 exemplifies our ability to leverage strong relationships with leaders in research, medicine and higher education to execute on high-quality, large-scale transactions.

- During the year ended December 31, 2022, we received $54.2 million and $10.5 million in HHS and other government grants, respectively, which are primarily recognized as a contra expense within property-level operating expenses in our Consolidated Statements of Income in the period in which they were received.

- In December 2022, we recognized $11.7 million in income from unconsolidated entities in our Consolidated Statements of Income relating to our share of a net gain on real estate disposition recognized by Ardent.

- We hold a 9.8% ownership interest in Ardent, which entitles us to customary minority rights and protections, as well as the right to appoint one member to the Ardent Board of Directors.

In September 2022, Ardent’s majority equity owner entered into a definitive purchase agreement to sell a minority equity investment in Ardent to a third-party investor.

We have the right to, and have elected to, participate in the proposed transaction by selling approximately 24% of our ownership interest to the third-party investor on the same terms.

If the proposed transaction is consummated, our ownership interest in Ardent would be reduced.

The transaction is subject to customary closing conditions, including regulatory approvals and we cannot assure you that the transaction will close.

- During the year ended December 31, 2022, we recognized $12.5 million of expenses relating to materially disruptive events, primarily clean-up costs associated with winter storm Elliott.

| | | | 2022 | | | | | | 2021 | | | | | | $ | | | | | | % | | |

| NOI: | | | | | | | | | | | | | | | | | | | | | | | |

| SHOP | | | $ | 647,466 | | | | | $ | 458,273 | | | | | $ | 189,193 | | | | | 41.3 | | % |

| Office operations | | | 546,604 | | | | | | 543,882 | | | | | | 2,722 | | | | | | 0.5 | | |

| Non-segment | | | 65,717 | | | | | | 84,058 | | | | | | (18,341) | | | | | | (21.8) | | |

| Total NOI | | | 1,842,640 | | | | | | 1,724,701 | | | | | | 117,939 | | | | | | 6.8 | | |

| Interest expense | | | (467,557) | | | | | | (440,089) | | | | | | (27,468) | | | | | | (6.2) | | |

| Other | | | (58,268) | | | | | | (37,110) | | | | | | (21,158) | | | | | | (57.0) | | |

| Gain on real estate dispositions | | | 7,780 | | | | | | 218,788 | | | | | | (211,008) | | | | | | (96.4) | | |

| (Loss) income from continuing operations | | | (40,931) | | | | | | 56,559 | | | | | | (97,490) | | | | | | (172.4) | | |

| Net (loss) income | | | (40,931) | | | | | | 56,559 | | | | | | (97,490) | | | | | | (172.4) | | |

______________________________

*NOI—SHOP*

| | | | 2022 | | | | | | 2021 | | | | | | $ | | | | | | % | | |

| NOI—SHOP: | | | | | | | | | | | | | | | | | | | | | | | |

| NOI | | | $ | 647,466 | | | | | $ | 458,273 | | | | | $ | 189,193 | | | | | 41.3 | | % |

| | | | 2022 | | | | | | 2021 | | | | | | 2022 | | | | | | 2021 | | | | | | 2022 | | | | | | 2021 | | |

Continuing Impact of and Response to the COVID-19 Pandemic and Its Extended Consequences

During fiscal 2020 and continuing into fiscal 2021, the COVID-19 pandemic has negatively affected our businesses in a number of ways, and is expected to continue to do so.

*Operating Results*.

Our senior living operations segment, which we also refer to as SHOP, continued to be impacted by the COVID-19 pandemic.

Occupancy began to improve starting in the second quarter of 2021 and continued over the course of 2021.

During 2021, a broader macro labor shortage drove increased labor costs at our communities, resulting in continued decline in NOI compared to 2020.

*Provider Relief Grants.* In 2020 and 2021, we applied for grants under Phase 2, Phase 3 and Phase 4 of the Provider Relief Fund administered by the U.S. Department of Health & Human Services (“HHS”) on behalf of the assisted living communities in our senior living operations segment to partially mitigate losses attributable to COVID-19.

These grants are intended to reimburse eligible providers for expenses incurred to prevent, prepare for and respond to COVID-19 and lost revenues attributable to COVID-19.

Recipients are not required to repay distributions from the Provider Relief Fund, provided that they attest to and comply with certain terms and conditions.

See “Government Regulation—Governmental Response to the COVID-19 Pandemic” in Part I, Item 1 of this Annual Report.

During 2021 and 2020, we received $15.4 million and $35.1 million, respectively, in grants in connection with our applications and recognized these grants within property-level operating expenses in our Consolidated Statements of Income in

the period in which they were received.

Subsequent to December 31, 2021, we received $34.0 million in grants in connection with our Phase 4 applications, which we expect to recognize in 2022.

Any grants that are ultimately received and retained by us are not expected to fully offset the losses incurred in our senior living operating portfolio that are attributable to COVID-19.

Further, although we continue to monitor and evaluate the terms and conditions associated with the Provider Relief Fund distributions, we cannot assure you that we will be in compliance with all requirements related to the payments received under the Provider Relief Fund.

*Continuing Impact*.

The trajectory and future impact of the COVID-19 pandemic remains highly uncertain.

The extent of the pandemic’s continuing and ultimate effect on our operational and financial performance will depend on a variety of factors, including the impact of new variants of the virus and the effectiveness of available vaccines against those variants; ongoing clinical experience, which may differ considerably across regions and fluctuate over time; and on other future developments, including the ultimate duration, spread and intensity of the outbreak, the availability of testing, the extent to which governments impose, roll-back or re-impose preventative restrictions and the availability of ongoing government financial support to our business, tenants and operators.

Due to these uncertainties, we are not able at this time to estimate the ultimate impact of the COVID-19 pandemic on our business, results of operations, financial condition and cash flows.

- In October 2021, we received proceeds of $45.0 million in full repayment of a note from Brookdale Senior Living.

The note was issued to us in connection with the modification of our lease with Brookdale Senior Living in the third quarter of 2020.

- In September 2021, we completed our acquisition of New Senior Investment Group Inc. (“New Senior”) for a purchase price of $2.3 billion in an all-stock transaction, which added over 100 independent living properties to our senior housing portfolio.

We funded the transaction through the issuance of approximately 13.3 million shares of our common stock, the assumption of $482.5 million of New Senior mortgage debt and $1.1 billion of cash paid at closing.

- In September 2021, we completed a buyout of Pacific Medical Buildings’ interest in the state-of-the-art, newly developed Sutter Van Ness Medical Office Building.

- In July 2021, we received $66.0 million from Holiday Retirement as repayment in full of secured notes which Holiday Retirement previously issued to us as part of a lease termination transaction entered into in April 2020.

- In July 2021, we received $224 million for the full redemption of Ardent’s outstanding 9.75% Senior Notes due 2026 at a price equal to 107.313% of the principal amount of the notes, plus accrued and unpaid interest.

This redemption resulted in a gain of $16.6 million.

- In February 2022, we closed on the acquisitions of 18 MOBs leased to affiliates of Ardent for $204 million and one senior housing community within our senior living operations reportable business segment for $105.4 million.

*•*In December 2021, Ventas Canada issued and sold C$475.0 million aggregate principal amount of 2.45% senior notes, Series G and C$300.0 million aggregate principal amount of 3.30% senior notes, Series H, due 2027 and 2031 at 99.79% and 99.65% of par, respectively.

- In August 2021, Ventas Realty issued and sold $500.0 million aggregate principal amount of 2.50% senior notes due 2031 at an amount equal to 99.74% of par.

- In August 2021, Ventas Realty Limited Partnership (“Ventas Realty”) issued a make whole notice of redemption for the entirety of the $400.0 million aggregate principal amount of 3.125% senior notes due 2023, resulting in a loss on extinguishment of debt of $20.9 million for the year ended December 31, 2021.

The redemption settled in September 2021, principally using cash on hand.

- In July 2021, Ventas Realty and Ventas Capital Corporation issued a make whole notice of redemption for the entirety of the $263.7 million aggregate principal amount of 3.25% senior notes due 2022, resulting in a loss on extinguishment of debt of $8.2 million for the year ended December 31, 2021.

The redemption settled in August 2021, principally using cash on hand.

- In February 2021, Ventas Realty issued a make whole notice of redemption for the entirety of the $400.0 million aggregate principal amount of 3.10% senior notes due January 2023, resulting in a loss on extinguishment of debt of $27.3 million for the year ended December 31, 2021.

The redemption settled in March 2021, principally using cash on hand.

- In January 2021, we entered into an unsecured credit facility comprised of a $2.75 billion unsecured revolving credit facility priced at LIBOR plus 0.825%, which replaced our previous $3.0 billion unsecured revolving credit facility priced at 0.875%.

The new unsecured revolving credit facility matures in January 2025, but may be extended at our option, subject to the satisfaction of certain conditions, for an additional year.

As of December 31, 2021, we have $1.0 billion remaining under our existing ATM program.

World Index for the third consecutive year, earning a 4-star GRESB rating for the ninth consecutive year, and named a 2021 ENERGY STAR® Partner of the Year.

We hold a highly diversified portfolio of senior housing communities, medical office buildings (“MOBs”), life science, research and innovation centers, hospitals and other healthcare facilities, which we generally refer to [added: collectively] as “healthcare real [removed: estate”,] [added: estate,”] located throughout the United States, [removed: Canada,] [added: Canada] and the United Kingdom.

As of December 31, [removed: 2021,] [added: 2022,] we owned or had investments in approximately [removed: 1,200] [added: 1,300] properties (including properties classified as held for sale).

We operate through three reportable business segments: triple-net leased properties, senior [removed: living operations,] [added: housing operating portfolio,] which we also refer to as [removed: SHOP,] [added: “SHOP”] and [added: which was formerly known as senior living operations, and] office operations.

Our senior housing communities are either subject to triple-net leases, in which case they are included in our triple-net leased properties reportable business segment, or operated by independent third-party managers, in which case they are included in our [removed: senior living operations] [added: SHOP] reportable business segment.

As of December 31, [removed: 2021,] [added: 2022,] we leased a total of [removed: 332] [added: 326] properties (excluding properties within our office operations reportable business segment) to various healthcare operating companies under triple-net or absolute-net leases that obligate the tenants to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures.

Our three largest tenants, Brookdale Senior Living Inc. (together with its subsidiaries, “Brookdale Senior Living”), Ardent Health Partners, LLC (together with its subsidiaries, “Ardent”) and Kindred Healthcare, LLC (together with its subsidiaries, “Kindred”), leased from us 121 properties, [removed: 12] [added: 30] properties and [removed: 31] [added: 29] properties, respectively, as of December 31, [removed: 2021.][added: 2022.]

As of December 31, [removed: 2021,] [added: 2022,] pursuant to long-term management agreements, we engaged independent operators, such as Atria Senior Living, Inc. [removed: (unless otherwise indicated, together] [added: (together] with its subsidiaries, [added: including Holiday Retirement (“Holiday”),] “Atria”) and Sunrise Senior Living, LLC (together with its subsidiaries, “Sunrise”), to manage [removed: 554] [added: 553] senior housing communities in our [removed: senior living operations] [added: SHOP] reportable business [removed: segment for us.][added: segment.]

Through our Lillibridge Healthcare Services, Inc. (“Lillibridge”) subsidiary and our ownership interest in PMB Real Estate Services LLC (“PMBRES”), we also provide [removed: MOB] [added: office] management, leasing, marketing, facility development and advisory services to highly rated hospitals and health systems throughout the United States.

In addition, from time to time, we make secured and [removed: non-mortgage] [added: unsecured] loans and other investments relating to [removed: senior housing and] healthcare [removed: operators] [added: real estate] or [removed: properties.][added: operators.]

[removed: During fiscal 2020 and continuing into fiscal 2021,] [added: Starting in 2020,] our business [removed: has been and is expected to continue to be] [added: was significantly] impacted by [removed: both] the COVID-19 [removed: pandemic itself,] [added: pandemic,] including actions taken to prevent the spread of the virus and its variants, and its extended consequences.

[removed: Generating] [added: Aiming to Generate] Reliable and Growing Cash Flows

[removed: Generating] [added: We aim to generate] reliable and growing cash flows from our [removed: senior housing and healthcare assets] [added: portfolio, which] enables us to pay regular cash dividends to stockholders and creates opportunities to increase stockholder value through profitable investments.

We believe that the combination of steady contractual growth from our long-term triple-net leases, steady, reliable cash flows from our loan [removed: investments and] [added: investments,] stable cash flows from our office [removed: buildings with] [added: buildings, and] the higher growth potential inherent in our senior housing operating communities will enable us to generate sustainable, growing cash flows that are resilient to economic downturns.

[removed: Maintaining] [added: Aiming to maintain] a Balanced, Diversified Portfolio of High-Quality Assets

We [removed: believe that maintaining] [added: aim to maintain] a balanced portfolio of high-quality assets diversified by investment type, geographic location, asset type, tenant or operator, revenue source and operating model [added: because we believe such approach] diminishes the risk that any single factor or event could materially harm our business.

Portfolio diversification also enhances the reliability of our cash flows by reducing our exposure to any particular asset class or market, or individual tenant, borrower or manager and [removed: making us less susceptible to] [added: we believe such diversification helps mitigate the impact of] certain risks, including risks related to regulatory changes, climate [removed: events] [added: events, rising inflation] and [added: interest rates and] economic downturns or global health events.

[removed: A] [added: Our goal to maintain a] strong, flexible balance sheet and [removed: excellent] [added: substantial] liquidity [removed: position] [added: helps enable] us to capitalize on strategic growth opportunities in the [removed: senior housing and] healthcare [removed: industries] [added: industry] through acquisitions, investments and development and redevelopment projects.

We [added: aim to] maintain our financial strength to pursue profitable investment opportunities by actively managing our [removed: leverage,] [added: leverage and] improving our cost of [removed: capital and preserving our access to multiple sources of capital and liquidity, including unsecured bank debt, mortgage financings, public and private debt and equity markets.][added: capital.]

The following table summarizes our consolidated portfolio of properties and other investments, including construction in progress, as of and for the year ended December 31, [removed: 2021] [added: 2022] (dollars in thousands):

| | | | | | | | | | | | | | | | | | | Real Estate [removed: Property] Investments | | | | | | | | | | | | | | | | | | Revenues | | | | | | | | |

| Asset Type | | | | | | Properties (1) | | | | | | Units/ Sq. Ft./ Beds (2) | | | | | | Real Estate [removed: Property Investment,] [added: Investments,] at Cost | | | | | | Percent of Total Real Estate [removed: Property] Investments | | | | | | Real Estate [removed: Property] Investment Per Unit/Bed/Sq. Ft. | | | | | | Revenue | | | | | | Percent of Total Revenues | | |

| Inpatient rehabilitation facilities (IRFs) and long-term acute care facilities (LTACs) | | | | | | 36 | | | | | | 3,091 | | | | | | 467,427 | | | | | | 1.6 | | | | | | 151.2 | | | | | | [removed: 181,040] [added: 164,208] | | | | | | [removed: 4.7] [added: 4.0] | | |

| Skilled nursing facilities (SNFs) | | | | | | 16 | | | | | | 1,732 | | | | | | 193,808 | | | | | | 0.6 | | | | | | 111.9 | | | | | | [removed: 22,369] [added: 25,119] | | | | | | 0.6 | | |

| Development properties and other | | | | | | [removed: 10] [added: 11] | | | | | | | | | | | | [removed: 201,745] [added: 209,306] | | | | | | 0.7 | | | | | | | | | | | | | | | | | | | | |

| Total real estate investments, at cost | | | | | | [removed: 1,225] [added: 1,237] | | | | | | | | | | | | $ | [removed: 29,849,617] [added: 30,114,599] | | | | | 100.0 | | % | | | | | | | | | | | | | | | | | | |

| Income from loans and investments | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 74,981] [added: 48,160] | | | | | | [removed: 2.0] [added: 1.2] | | |

| Interest and other income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 14,810] [added: 3,635] | | | | | | [removed: 0.4] [added: 0.1] | | |

| Revenues related to assets classified as held for sale | | | | | | [removed: 4] [added: 3] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 1] [added: —] | | | | | | 0.0 | | |

| Total revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 3,828,007] [added: 4,129,193] | | | | | 100.0 | | % |

[removed: (1)As] [added: In addition, as] of December 31, [removed: 2021,] [added: 2022,] we [removed: also] owned nine senior housing communities, [removed: 12] [added: 14] life science, research and innovation [removed: centers and two] [added: centers, three] MOBs [added: and five properties under development] through investments in unconsolidated real estate [removed: entities.][added: entities, primarily through our VIM business.]

[removed: Our] [added: (1)Our] consolidated properties were located in 47 states, the District of Columbia, seven Canadian provinces and the United [removed: Kingdom and were operated or managed by 85 unaffiliated healthcare operating companies.][added: Kingdom.]

(2)Senior housing communities are generally measured in units; MOBs and research and innovation centers are measured by square footage; and IRFs and [removed: LTACs (as defined below),] [added: LTACs,] health systems and SNFs [removed: (as defined below)] are generally measured by licensed bed count.

Through Lillibridge, we also provided management and leasing services for [removed: 67] [added: 51] MOBs owned by third parties as of December 31, [removed: 2021.][added: 2022.]

Our senior housing communities include independent [removed: and] [added: living communities,] assisted living communities, [removed: continuing] [added: memory] care [removed: retirement] communities and [removed: communities providing] [added: continuing] care [removed: for individuals with Alzheimer’s disease and other forms of dementia or memory loss.][added: retirement communities.]

Charges for room, board and services [added: at these communities] are generally paid from private sources.

[removed: Typically, our MOBs] [added: Our MOBs, which] are [added: predominantly located on or contiguous to a health system campus, are typically] multi-tenant properties leased to several unrelated medical practices, [removed: although in] many [removed: cases they] [added: of which] may be associated with a large single specialty or multi-specialty group.

Tenants include physicians, dentists, psychologists, therapists and other healthcare providers, who require space devoted to patient examination and treatment, [removed: diagnostic imaging, outpatient surgery and other outpatient services.]

MOBs are similar to commercial office buildings, [removed: although they] [added: but typically] require [removed: greater] [added: enhanced] plumbing, electrical and mechanical systems to accommodate [removed: physicians’ requirements] [added: the needs of healthcare providers] such as sinks in every room, brighter lights and specialized medical equipment.

As of December 31, [removed: 2021,] [added: 2022,] we own or have investments in nearly [removed: 7.9] [added: 11.3] million square feet spanning [removed: 43] [added: 46] operating properties and [removed: four] [added: five] in progress ground-up development [removed: properties, including a presence in the top two life sciences clusters, South San Francisco, California and Cambridge, Massachusetts.][added: properties.]

[removed: We have] [added: As of December 31, 2022, we had] 29 [added: freestanding] properties that are operated as long-term acute care facilities [removed: (“LTACs”).][added: (“LTACs”) in our triple-net leased properties reportable business segment.]

As of December 31, 2022, we owned a total of 376 properties in our office operations reportable business segment.

These properties generally consist of MOBs that are predominantly located on or contiguous to a health system campus and life science, research and innovation properties that are affiliated with and often located on or contiguous to a university or academic medical campus.

We have a third-party institutional capital management business, Ventas Investment Management (“VIM”), which includes our open-ended investment vehicle, the Ventas Life Science & Healthcare Real Estate Fund (the “Ventas Fund”).

Through VIM, we partner with third-party institutional investors to invest in healthcare real estate through various joint ventures and other co-investment vehicles where we are the sponsor or general partner.

See “Note 7 – Investments in Unconsolidated Entities” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.

In addition, we seek to actively preserve our access to multiple sources of capital and liquidity, including unsecured bank debt, mortgage financings, public and private debt and equity markets, and through our third-party institutional capital management business, VIM.

| Senior housing communities | | | | | | 802 | | | | | | 80,644 | | | | | | $ | 20,094,216 | | | | | 66.7 | | % | | | | $ | 249.2 | | | | | $ | 2,952,283 | | | | | 71.5 | | % |

| MOBs (3) | | | | | | 327 | | | | | | 18,389,526 | | | | | | 5,520,745 | | | | | | 18.3 | | | | | | 0.3 | | | | | | 579,467 | | | | | | 14.0 | | |

| Research and innovation centers | | | | | | 32 | | | | | | 5,646,678 | | | | | | 2,125,216 | | | | | | 7.1 | | | | | | 0.4 | | | | | | 227,243 | | | | | | 5.5 | | |

| Health systems | | | | | | 13 | | | | | | 2,064 | | | | | | 1,503,881 | | | | | | 5.0 | | | | | | 728.6 | | | | | | 129,078 | | | | | | 3.1 | | |

______________________________

(3)As of December 31, 2022, we leased 87 of our consolidated MOBs pursuant to triple-net leases.

Lillibridge or PMBRES managed 231 of our consolidated MOBs and nine of our consolidated MOBs were managed by six managers.

See “Note 7 – Investments in Unconsolidated Entities” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.

As of December 31, 2022, we had 802 properties that are operated as senior housing communities in our triple-net lease properties reportable segment and SHOP reportable segment.

Independent living communities are typically age-restricted multifamily rental properties with central dining facilities that provide residents with access to meals and other services such as housekeeping, linen service, transportation and social and recreational activities.

Assisted living communities typically offer supportive care that is provided by trained employees to residents who require assistance with activities of daily living, such as bathing, dressing and medication management.

Memory care communities provide care for individuals with Alzheimer’s disease and other forms of dementia or memory loss.

Continuing care retirement communities are typically age-restricted properties that offer a continuum of care, and may include a combination of independent living, assisted living, memory care or skilled nursing units.

Our assisted living, memory care and continuing care retirement communities are generally subject to state licensure requirements for the delivery of some or all of their services, while our independent living communities generally are not.

As of December 31, 2022, we had 327 properties that are operated as medical office buildings in our office operations reportable segment.

Typically, our MOBs, which are predominantly located on or contiguous to a health system campus, are multi-tenant properties leased to several unrelated medical practices, although in many cases they may be associated with a large single specialty or multi-specialty group, including neighboring health systems.

diagnostic imaging, outpatient surgery and other outpatient services.

As of December 31, 2022, we owned approximately 18.4 million square feet of MOBs.

Through our Lillibridge subsidiary, we also managed approximately 1.6 million square feet of office properties for third parties.

As of December 31, 2022, we had 32 properties that are operated as life science, research and innovation centers in our office operations reportable segment and we had investments in 14 other life science, research and innovation centers.

As of December 31, 2022, we had 13 properties that are operated as health systems in our triple-net leased properties reportable business segment.

As of December 31, 2022, we had 16 properties that are operated as SNFs in our triple-net leased properties reportable business segment.

Our loans receivable and investments generally provide us with interest income and fees, and are often

Senior Housing Operating Portfolio (SHOP)

Through our Lillibridge subsidiary and

our ownership interest in PMBRES, we also provide MOB management, leasing, marketing, facility development and advisory services to highly rated hospitals and health systems throughout the United States.

Our life science, research and innovation centers contain laboratory and office space primarily for universities, academic medical centers, technology, biotechnology, medical device and pharmaceutical companies and other organizations involved in the life science, research and innovation industry.

| SHOP | | | 544 | | | | | | 53.9 | | % | | | | 64.3 | | % | | | | 35.1 | | % |

| Ardent | | | 30 | | | | | | 5.3 | | | | | | 3.2 | | | | | | 7.1 | | |

| Kindred | | | 29 | | | | | | 0.8 | | | | | | 3.2 | | | | | | 7.3 | | |

______________________________

Each of our leases with Brookdale Senior Living, Ardent and Kindred is a triple-net lease that obligates the tenant to pay all property-related expenses including maintenance, utilities, repairs, taxes, insurance and capital expenditures, and to comply with the terms of mortgage financing documents, if any, affecting the properties.

The difference between the aggregate contractual base rent due in 2022 and the current aggregate contractual base rent (computed in accordance with GAAP) is, in part, a result of the amortization over the remaining lease term of $235 million of up-front consideration received as part of certain amendments to the Brookdale Lease in July 2020.

Under the terms of the Brookdale Lease, base rent escalates annually at 3% per annum, which escalation commenced on January 1, 2022.

| Senior housing communities | | | | | | 810 | | | | | | 81,922 | | | | | | $20,282,291 | | | | | | 67.9 | | % | | | | $ | 247.6 | | | | | $2,604,396 | | | | | | 68.0 | | % |

| MOBs (3) | | | | | | 309 | | | | | | 17,559,733 | | | | | | 5,196,016 | | | | | | 17.4 | | | | | | 0.3 | | | | | | 583,606 | | | | | | 15.2 | | |

| Research and innovation centers | | | | | | 31 | | | | | | 5,451,703 | | | | | | 1,988,685 | | | | | | 6.7 | | | | | | 0.4 | | | | | | 220,962 | | | | | | 5.8 | | |

| Health systems | | | | | | 13 | | | | | | 2,064 | | | | | | 1,519,645 | | | | | | 5.1 | | | | | | 736.3 | | | | | | 125,842 | | | | | | 3.3 | | |

(3)As of December 31, 2021, we leased 57 of our consolidated MOBs pursuant to triple-net leases, Lillibridge or PMBRES managed 244 of our consolidated MOBs and eight of our consolidated MOBs were managed by five unaffiliated managers.

These communities offer studio, one- and two-bedroom residential units on a month-to-month basis primarily to elderly individuals requiring various levels of assistance.

Basic services for residents of these communities include housekeeping, meals in a central dining area and group activities organized by the staff with input from the residents.

More extensive care and personal supervision, at additional fees, are also available for such needs as eating, bathing, grooming, transportation, limited therapeutic programs and medication administration, which allow residents certain conveniences and enable them to live as independently as possible according to their abilities.

These services are often met by home health providers and through close coordination with the resident’s physician and skilled nursing facilities (“SNFs”).

As of December 31, 2021, we owned or managed through unconsolidated real estate entities for third parties approximately 19.3 million square feet of MOBs that are predominantly located on or near a health system.

We have 13 properties that are operated as health systems.

We have 16 properties that are operated as SNFs.

From time to time, we also make investments in mezzanine loans, which are subordinated to senior secured loans held by other investors that encumber the same real estate.

| Senior Living Operations | | | 545 | | | | | | 54.4 | | % | | | | 59.4 | | % | | | | 26.8 | | % |

| Ardent | | | 12 | | | | | | 4.7 | | | | | | 3.3 | | | | | | 7.4 | | |

| Kindred | | | 31 | | | | | | 1.0 | | | | | | 3.8 | | | | | | 7.8 | | |

In addition, each of our Brookdale Senior Living, Ardent and Kindred leases has a corporate guaranty.

*Brookdale Senior Living Leases*

In July 2020, we entered into a revised master lease agreement (the “Brookdale Lease”) and certain other agreements (together with the Brookdale Lease, the “Agreements”) with Brookdale Senior Living.

In October 2021, we received full repayment of the note from Brookdale.

Base cash rent under the Brookdale Lease is set at $100 million per annum starting in July 2020, with three percent annual escalators commencing on January 1, 2022.

These warrants are measured at fair value with changes in fair value being recognized within other expense in our Consolidated Statements of Income.

As of December 31, 2021, we leased 11 properties (excluding one MOB leased to Ardent under a separate lease) to Ardent pursuant to a single, triple-net master lease agreement.

*Kindred Master Leases*

As of December 31, 2021, we leased 29 LTACs to Kindred pursuant to a master lease agreement.

The lease term for six of the LTACs ends in 2023 and the lease term for the remaining LTACs ends in 2025.

Kindred may extend the lease term for each pool of LTACs for an additional term of 5 years by delivering a renewal notice to the Company 12 to 18 months prior to the applicable expiration.

We cannot assure you that Kindred will exercise its renewal option on either pool of LTACs.

See “Risk Factors—Our Business Operations and Strategy Risk—If we need to replace any of our tenants or managers, we may be unable to do so on as favorable terms, if at all, and we could be subject to delays, limitations and expenses, which could adversely affect our business, financial condition and results of operations.” included in Part I, Item 1A of this Annual Report.

The aggregate annual rent we receive under each Kindred master lease is referred to as “base rent.” Base rent escalates annually at a specified rate over the prior period base rent, contingent, in some cases, upon the satisfaction of specified facility revenue parameters.

In June 2021, Kindred and LifePoint Health announced that they entered into a definitive agreement pursuant to which Kindred would be acquired (the “Kindred Transaction”).

The Kindred Transaction closed in December 2021.

In connection with the Kindred Transaction, Kindred began operating under a new healthcare system called ScionHealth.

Under our agreements with Kindred, we earned a fee of $13.1 million in connection with this transaction, which was recognized in the fourth quarter of 2021 within interest and other income in our Consolidated Statements of Income.

On July 30, 2021, Atria, which at the time managed a pool of 165 communities for Ventas, acquired the management services division of Holiday Retirement, which at the time managed a pool of 26 communities for Ventas.

Following such transaction, Atria and Holiday each continued to manage their respective pools of communities under their own distinct management contracts with Ventas.

On September 21, 2021, Ventas consummated the acquisition of New Senior Investment Group Inc., whose portfolio included 21 Atria-managed communities and 65 Holiday-managed communities.

As of December 31, 2021, Atria managed a pool of 162 communities and Holiday managed a pool of 91 communities for Ventas under their own distinct management contracts.

As disclosed and presented herein, (a) references to communities managed by Atria means all communities subject to our management contracts with Atria, including the Atria-managed New Senior communities, but excluding the Holiday-managed communities; and (b) references to communities managed by Holiday means all communities subject to our management contracts with Holiday, including the Holiday-managed New Senior communities, but excluding the Atria-managed communities.

Because Atria and Sunrise manage our properties in exchange for the receipt of a management fee from us, we are not directly exposed to the credit risk of our managers in the same manner or to the same extent as our triple-net tenants.

| | | | For the year ended December 31, [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | | | |

The aggregate market value of shares of the registrant’s common stock held by non-affiliates of the registrant on June 30, [removed: 2021,] [added: 2022,] based on a closing price of the common stock of [removed: $57.10] [added: $51.43] as reported on the New York Stock Exchange, was [removed: $18.0] [added: $17.1] billion.

As of February [removed: 15, 2022,] [added: 3, 2023,] there were [removed: 399,496,132] [added: 399,993,581] shares of the registrant’s common stock outstanding.

Portions of the registrant’s definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders are incorporated by reference into Part III, Items 10 through 14 of this Annual Report on Form 10-K to the extent stated herein.

Such proxy statement will be filed with the Securities and Exchange [removed: commission] [added: Commission] within 120 days of the registrant’s fiscal year ended December 31, [removed: 2021.][added: 2022.]

Forward-looking statements include, among other things, statements regarding our and our officers’ intent, belief or expectation as identified by the use of words such as [added: “assume,”] “may,” “will,” “project,” “expect,” “believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,” “plan,” “potential,” “estimate,” “could,” “would,” “should” and other comparable and derivative terms or the negatives thereof.

- Macroeconomic trends including rising labor costs and historically low unemployment, increases in [removed: inflation] [added: inflation, changes in exchange rates] and rising interest rates may adversely affect our business;

- We may face increased risks and costs associated with volatility in materials and labor prices or as a result of supply chain or procurement disruptions, which may adversely affect the status of our construction projects; [removed: and]

- Damage from catastrophic or extreme weather and other natural events and the physical effects of climate change could result in [removed: losses.][added: losses; and]

- We are subject to certain limitations and requirements as a result of our status as a REIT, which may [removed: affect our ability to and] impose limitations on the operation of our business and subject us to significant risk if we are not able to comply; and

| Item 1. | | | [removed: [Business](#ic4472342ebba412583a8fb415f183342_19)] [added: [Business](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_19)] | | | [removed: [1](#ic4472342ebba412583a8fb415f183342_19)] [added: [1](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_19)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ic4472342ebba412583a8fb415f183342_22)] [added: Factors](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_22)] | | | [removed: [14](#ic4472342ebba412583a8fb415f183342_22)] [added: [15](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_22)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ic4472342ebba412583a8fb415f183342_25)] [added: Comments](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_25)] | | | [removed: [35](#ic4472342ebba412583a8fb415f183342_25)] [added: [38](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_25)] | | |

| Item 2. | | | [removed: [Properties](#ic4472342ebba412583a8fb415f183342_28)] [added: [Properties](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_28)] | | | [removed: [36](#ic4472342ebba412583a8fb415f183342_28)] [added: [38](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ic4472342ebba412583a8fb415f183342_31)] [added: Proceedings](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_31)] | | | [removed: [38](#ic4472342ebba412583a8fb415f183342_31)] [added: [40](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ic4472342ebba412583a8fb415f183342_34)] [added: Disclosures](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_34)] | | | [removed: [38](#ic4472342ebba412583a8fb415f183342_34)] [added: [40](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_34)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ic4472342ebba412583a8fb415f183342_40)] [added: Securities](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_40)] | | | [removed: [39](#ic4472342ebba412583a8fb415f183342_40)] [added: [41](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_40)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#ic4472342ebba412583a8fb415f183342_43)] [added: [\[Reserved\]](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_43)] | | | [removed: [41](#ic4472342ebba412583a8fb415f183342_43)] [added: [43](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_43)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ic4472342ebba412583a8fb415f183342_46)] [added: Operations](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_46)] | | | [removed: [41](#ic4472342ebba412583a8fb415f183342_46)] [added: [43](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ic4472342ebba412583a8fb415f183342_67)] [added: Risk](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_67)] | | | [removed: [68](#ic4472342ebba412583a8fb415f183342_67)] [added: [69](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_67)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ic4472342ebba412583a8fb415f183342_70)] [added: Data](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_70)] | | | [removed: [69](#ic4472342ebba412583a8fb415f183342_70)] [added: [70](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_70)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ic4472342ebba412583a8fb415f183342_220)] [added: Disclosure](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_202)] | | | [removed: [123](#ic4472342ebba412583a8fb415f183342_220)] [added: [125](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_202)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ic4472342ebba412583a8fb415f183342_223)] [added: Procedures](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_205)] | | | [removed: [123](#ic4472342ebba412583a8fb415f183342_223)] [added: [125](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_205)] | | |

| Item 9B. | | | [Other [removed: Information](#ic4472342ebba412583a8fb415f183342_226)] [added: Information](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_208)] | | | [removed: [123](#ic4472342ebba412583a8fb415f183342_226)] [added: [125](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_208)] | | |

| [PART [removed: III](#ic4472342ebba412583a8fb415f183342_229)] [added: IV](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_229)] | | | | | | | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ic4472342ebba412583a8fb415f183342_232)] [added: Governance](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_214)] | | | [removed: [124](#ic4472342ebba412583a8fb415f183342_232)] [added: [126](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_214)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ic4472342ebba412583a8fb415f183342_235)] [added: Compensation](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_217)] | | | [removed: [124](#ic4472342ebba412583a8fb415f183342_235)] [added: [126](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_217)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ic4472342ebba412583a8fb415f183342_238)] [added: Matters](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_220)] | | | [removed: [124](#ic4472342ebba412583a8fb415f183342_238)] [added: [126](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_220)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ic4472342ebba412583a8fb415f183342_241)] [added: Independence](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_223)] | | | [removed: [124](#ic4472342ebba412583a8fb415f183342_241)] [added: [126](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_223)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#ic4472342ebba412583a8fb415f183342_244)] [added: Services](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_226)] | | | [removed: [124](#ic4472342ebba412583a8fb415f183342_244)] [added: [126](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_226)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#ic4472342ebba412583a8fb415f183342_250)] [added: Schedules](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_232)] | | | [removed: [125](#ic4472342ebba412583a8fb415f183342_250)] [added: [127](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_232)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#ic4472342ebba412583a8fb415f183342_256)] [added: Summary](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_238)] | | | [removed: [132](#ic4472342ebba412583a8fb415f183342_256)] [added: [134](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_238)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

- We may be required to recognize reserves, allowances, credit losses or impairment charges;

- Purchase options, rights of first offer or rights of first refusal in favor of third parties could negatively affect us or discourage prospective buyers from negotiating with us with respect to the sale of our properties;

- Activist investors could cause us to incur substantial costs, divert management’s attention and have an adverse effect on our business.

| [PART I](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_16) | | | | | | | | |

| [PART II](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_37) | | | | | | | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_549755815953) | | | [125](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_549755815953) | | |

| [PART III](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_211) | | | | | | | | |

| [PART I](#ic4472342ebba412583a8fb415f183342_16) | | | | | | | | |

| [PART II](#ic4472342ebba412583a8fb415f183342_37) | | | | | | | | |

| [PART IV](#ic4472342ebba412583a8fb415f183342_247) | | | | | | | | |

As of December 31, [removed: 2021,] [added: 2022,] we owned or had investments in approximately [removed: 1,200] [added: 1,300] properties (including properties classified as held for sale), consisting of senior housing communities, medical office buildings (“MOBs”), life science, research and innovation centers, hospitals and other healthcare facilities.

We had [removed: 14] [added: 17] properties under development, [removed: four] [added: five] of which are owned by unconsolidated real estate entities.

As of December 31, [removed: 2021,] [added: 2022,] we had $2.4 billion aggregate principal amount of mortgage loan indebtedness outstanding, secured by [removed: 102] [added: 105] of our properties.

The following table provides additional information regarding the geographic diversification of our consolidated portfolio of properties as of December 31, [removed: 2021] [added: 2022] (excluding properties owned through investments in unconsolidated real estate entities and properties classified as held for sale):

| Alabama | | | | | | [removed: 4] [added: —] | | | | | | [removed: 234] [added: —] | | | | | | — | | | | | | — | | | | | | 4 | | | | | | 469 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Colorado | | | | | | 20 | | | | | | 1,816 | | | | | | 1 | | | | | | 82 | | | | | | [removed: 11] [added: 12] | | | | | | [removed: 605] [added: 669] | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 68 | | | | | | — | | | | | | — | | |

| Connecticut | | | | | | 14 | | | | | | 1,751 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 2] [added: 1] | | | | | | [removed: 1,032] [added: 519] | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| District of Columbia | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2 | | | | | | [removed: 102] [added: 103] | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Florida | | | | | | 46 | | | | | | [removed: 4,251] [added: 4,017] | | | | | | — | | | | | | — | | | | | | 11 | | | | | | 223 | | | | | | 1 | | | | | | [removed: 252] [added: 259] | | | | | | 6 | | | | | | 508 | | | | | | — | | | | | | — | | |

| Illinois | | | | | | 26 | | | | | | 3,066 | | | | | | 1 | | | | | | 82 | | | | | | 35 | | | | | | [removed: 1,424] [added: 1,425] | | | | | | 1 | | | | | | 129 | | | | | | 4 | | | | | | 430 | | | | | | — | | | | | | — | | |

| Indiana | | | | | | 5 | | | | | | 462 | | | | | | — | | | | | | — | | | | | | 22 | | | | | | [removed: 1,597] [added: 1,611] | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 59 | | | | | | — | | | | | | — | | |

| Kansas | | | | | | 11 | | | | | | 871 | | | | | | — | | | | | | — | | | | | | [removed: —] [added: 2] | | | | | | [removed: —] [added: 115] | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Louisiana | | | | | | 3 | | | | | | 281 | | | | | | — | | | | | | — | | | | | | 5 | | | | | | [removed: 362] [added: 365] | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Massachusetts | | | | | | 17 | | | | | | 2,093 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 1] [added: —] | | | | | | [removed: 78] [added: —] | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Maryland | | | | | | 4 | | | | | | 282 | | | | | | — | | | | | | — | | | | | | 2 | | | | | | 83 | | | | | | [removed: 7] [added: 5] | | | | | | [removed: 910] [added: 489] | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| New Jersey | | | | | | [removed: 14] [added: 12] | | | | | | [removed: 1,301] [added: 1,137] | | | | | | 1 | | | | | | 153 | | | | | | 3 | | | | | | 37 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Nevada | | | | | | 5 | | | | | | 621 | | | | | | — | | | | | | — | | | | | | 5 | | | | | | [removed: 416] [added: 417] | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 52 | | | | | | — | | | | | | — | | |

| New York | | | | | | [removed: 40] [added: 38] | | | | | | [removed: 4,689] [added: 4,403] | | | | | | — | | | | | | — | | | | | | 4 | | | | | | 244 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Oklahoma | | | | | | 8 | | | | | | [removed: 559] [added: 558] | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 80 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4 | | | | | | 954 | | |

| Oregon | | | | | | 30 | | | | | | [removed: 2,879] [added: 2,846] | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 105 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Rhode Island | | | | | | 4 | | | | | | 399 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3 | | | | | | [removed: 580] [added: 313] | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| South Dakota | | | | | | 5 | | | | | | [removed: 328] [added: 296] | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Texas | | | | | | [removed: 54] [added: 52] | | | | | | [removed: 4,676] [added: 4,564] | | | | | | — | | | | | | — | | | | | | [removed: 16] [added: 32] | | | | | | [removed: 886] [added: 1,456] | | | | | | — | | | | | | — | | | | | | 9 | | | | | | 617 | | | | | | 2 | | | | | | 445 | | |

| Arkansas | | | | | | 5 | | | | | | 414 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Arizona | | | | | | 27 | | | | | | 2,263 | | | | | | — | | | | | | — | | | | | | 15 | | | | | | 973 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 60 | | | | | | — | | | | | | — | | |

| California | | | | | | 80 | | | | | | 8,921 | | | | | | — | | | | | | — | | | | | | 26 | | | | | | 2,078 | | | | | | — | | | | | | — | | | | | | 5 | | | | | | 455 | | | | | | — | | | | | | — | | |

| Georgia | | | | | | 18 | | | | | | 1,678 | | | | | | — | | | | | | — | | | | | | 12 | | | | | | 1,107 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Missouri | | | | | | 5 | | | | | | 474 | | | | | | — | | | | | | — | | | | | | 19 | | | | | | 1,117 | | | | | | 5 | | | | | | 1,086 | | | | | | 1 | | | | | | 60 | | | | | | — | | | | | | — | | |

| North Carolina | | | | | | 30 | | | | | | 2,656 | | | | | | — | | | | | | — | | | | | | 16 | | | | | | 705 | | | | | | 9 | | | | | | 1,472 | | | | | | 1 | | | | | | 124 | | | | | | — | | | | | | — | | |

| Ohio | | | | | | 26 | | | | | | 1,797 | | | | | | — | | | | | | — | | | | | | 14 | | | | | | 503 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 50 | | | | | | — | | | | | | — | | |

| Pennsylvania | | | | | | 34 | | | | | | 2,662 | | | | | | 4 | | | | | | 620 | | | | | | 8 | | | | | | 614 | | | | | | 6 | | | | | | 1,119 | | | | | | 1 | | | | | | 52 | | | | | | — | | | | | | — | | |

| South Carolina | | | | | | 8 | | | | | | 702 | | | | | | — | | | | | | — | | | | | | 20 | | | | | | 1,095 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Tennessee | | | | | | 18 | | | | | | 1,297 | | | | | | — | | | | | | — | | | | | | 6 | | | | | | 251 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 49 | | | | | | — | | | | | | — | | |

| Virginia | | | | | | 11 | | | | | | 1,006 | | | | | | — | | | | | | — | | | | | | 5 | | | | | | 233 | | | | | | 1 | | | | | | 262 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Washington | | | | | | 20 | | | | | | 2,102 | | | | | | 5 | | | | | | 469 | | | | | | 10 | | | | | | 584 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Total U.S. | | | | | | 708 | | | | | | 64,384 | | | | | | 16 | | | | | | 1,732 | | | | | | 327 | | | | | | 18,390 | | | | | | 32 | | | | | | 5,647 | | | | | | 36 | | | | | | 3,091 | | | | | | 10 | | | | | | 1,943 | | |

| Canada | | | | | | 82 | | | | | | 15,484 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Total | | | | | | 802 | | | | | | 80,644 | | | | | | 16 | | | | | | 1,732 | | | | | | 327 | | | | | | 18,390 | | | | | | 32 | | | | | | 5,647 | | | | | | 36 | | | | | | 3,091 | | | | | | 13 | | | | | | 2,064 | | |

______________________________

| Arkansas | | | | | | 5 | | | | | | 413 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Arizona | | | | | | 27 | | | | | | 2,370 | | | | | | — | | | | | | — | | | | | | 15 | | | | | | 962 | | | | | | 1 | | | | | | 227 | | | | | | 1 | | | | | | 60 | | | | | | — | | | | | | — | | |

| California | | | | | | 85 | | | | | | 9,710 | | | | | | — | | | | | | — | | | | | | 29 | | | | | | 2,330 | | | | | | 3 | | | | | | 784 | | | | | | 5 | | | | | | 455 | | | | | | — | | | | | | — | | |

| Georgia | | | | | | 20 | | | | | | 1,812 | | | | | | — | | | | | | — | | | | | | 12 | | | | | | 1,090 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Missouri | | | | | | 5 | | | | | | 474 | | | | | | — | | | | | | — | | | | | | 20 | | | | | | 1,119 | | | | | | 5 | | | | | | 818 | | | | | | 1 | | | | | | 60 | | | | | | — | | | | | | — | | |

| North Carolina | | | | | | 30 | | | | | | 2,655 | | | | | | — | | | | | | — | | | | | | 17 | | | | | | 831 | | | | | | 10 | | | | | | 1,712 | | | | | | 1 | | | | | | 124 | | | | | | — | | | | | | — | | |

| Ohio | | | | | | 26 | | | | | | 1,901 | | | | | | — | | | | | | — | | | | | | 14 | | | | | | 504 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 50 | | | | | | — | | | | | | — | | |

| Pennsylvania | | | | | | 36 | | | | | | 3,249 | | | | | | 4 | | | | | | 620 | | | | | | 8 | | | | | | 613 | | | | | | 6 | | | | | | 953 | | | | | | 1 | | | | | | 52 | | | | | | — | | | | | | — | | |

| South Carolina | | | | | | 7 | | | | | | 614 | | | | | | — | | | | | | — | | | | | | 20 | | | | | | 1,093 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Tennessee | | | | | | 19 | | | | | | 1,475 | | | | | | — | | | | | | — | | | | | | 6 | | | | | | 252 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 49 | | | | | | — | | | | | | — | | |

| Virginia | | | | | | 11 | | | | | | 1,009 | | | | | | — | | | | | | — | | | | | | 5 | | | | | | 231 | | | | | | 3 | | | | | | 453 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Washington | | | | | | 21 | | | | | | 2,184 | | | | | | 5 | | | | | | 469 | | | | | | 10 | | | | | | 579 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Total U.S. | | | | | | 728 | | | | | | 67,374 | | | | | | 16 | | | | | | 1,732 | | | | | | 313 | | | | | | 17,965 | | | | | | 43 | | | | | | 7,930 | | | | | | 36 | | | | | | 3,091 | | | | | | 10 | | | | | | 1,943 | | |

| Canada | | | | | | 81 | | | | | | 15,195 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Total | | | | | | 821 | | | | | | 83,345 | | | | | | 16 | | | | | | 1,732 | | | | | | 313 | | | | | | 17,965 | | | | | | 43 | | | | | | 7,930 | | | | | | 36 | | | | | | 3,091 | | | | | | 13 | | | | | | 2,064 | | |

Our common stock, par value $0.25 per share, is listed and traded on the New York Stock Exchange (the “NYSE”) under the symbol “VTR.” As of February [removed: 15, 2022,] [added: 3, 2023,] there were [removed: 399.5] [added: 400.0] million shares of our common stock outstanding, held by approximately [removed: 3,618] [added: 3,520] stockholders of record.

We expect to distribute at least 100% of our taxable net income, after the use of any net operating loss carryforwards, to our stockholders for [removed: 2022.][added: 2023.]

The table below summarizes repurchases of our common stock made during the quarter ended December 31, [removed: 2021:][added: 2022:]

| November 1 through November 30 | | | 56 | | | | | | [removed: 46.92] [added: 46.53] | | | | | | — | | | | | | — | | |

| December 1 through December 31 | | | [removed: —] [added: 145] | | | | | | [removed: —] [added: 46.37] | | | | | | — | | | | | | — | | |

The following performance graph compares the cumulative total return (including dividends) to the holders of our common stock from December 31, [removed: 2016] [added: 2017] through December 31, [removed: 2021,] [added: 2022,] with the cumulative total returns of the NYSE Composite Index, the FTSE Nareit Composite REIT Index (the “Composite REIT Index”) and the S&P 500 Index over the same period.

The comparison assumes $100 was invested on December 31, [removed: 2016] [added: 2017] in our common stock and in each of the foregoing indexes and assumes reinvestment of dividends, as applicable.

| | | | [removed: 12/31/2016] [added: 12/31/2017] | | | | | | [removed: 12/31/2017] [added: 12/31/2018] | | | | | | [removed: 12/31/2018] [added: 12/31/2019] | | | | | | [removed: 12/31/2019] [added: 12/31/2020] | | | | | | [removed: 12/31/2020] [added: 12/31/2021] | | | | | | [removed: 12/31/2021] [added: 12/31/2022] | | |

[removed: ][added: ]

| October 1 through October 31 | | | 565 | | | | | | $ | 37.54 | | | | | — | | | | | | — | | |

| Total | | | 766 | | | | | | $ | 39.87 | | | | | — | | | | | | — | | |

| Ventas | | | $ | 100 | | | | | $ | 103 | | | | | $ | 107 | | | | | $ | 97 | | | | | $ | 104 | | | | | $ | 95 | |

| NYSE Composite Index | | | $ | 100 | | | | | $ | 91 | | | | | $ | 115 | | | | | $ | 123 | | | | | $ | 148 | | | | | $ | 135 | |

| Composite REIT Index | | | $ | 100 | | | | | $ | 96 | | | | | $ | 123 | | | | | $ | 116 | | | | | $ | 162 | | | | | $ | 122 | |

| S&P 500 Index | | | $ | 100 | | | | | $ | 96 | | | | | $ | 126 | | | | | $ | 149 | | | | | $ | 191 | | | | | $ | 157 | |

| October 1 through October 31 | | | 628 | | | | | | $ | 55.05 | | | | | — | | | | | | — | | |

| Total | | | 684 | | | | | | $ | 54.38 | | | | | — | | | | | | — | | |

| Ventas | | | $ | 100 | | | | | $ | 101 | | | | | $ | 104 | | | | | $ | 108 | | | | | $ | 97 | | | | | $ | 105 | |

| NYSE Composite Index | | | $ | 100 | | | | | $ | 119 | | | | | $ | 108 | | | | | $ | 136 | | | | | $ | 146 | | | | | $ | 176 | |

| Composite REIT Index | | | $ | 100 | | | | | $ | 109 | | | | | $ | 105 | | | | | $ | 135 | | | | | $ | 127 | | | | | $ | 177 | |

| S&P 500 Index | | | $ | 100 | | | | | $ | 122 | | | | | $ | 116 | | | | | $ | 153 | | | | | $ | 181 | | | | | $ | 233 | |

| [Management Report on Internal Control over Financial [removed: Reporting](#ic4472342ebba412583a8fb415f183342_73)] [added: Reporting](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_73)] | | | [removed: [70](#ic4472342ebba412583a8fb415f183342_73)] [added: [71](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_73)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ic4472342ebba412583a8fb415f183342_76)] [added: Firm](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_76)] (KPMG LLP, Chicago, IL, Auditor Firm ID: 185) | | | [removed: [71](#ic4472342ebba412583a8fb415f183342_76)] [added: [72](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_76)] | | |

| [Report of Independent Registered Public Accounting Firm on Internal Control over Financial [removed: Reporting](#ic4472342ebba412583a8fb415f183342_79)] [added: Reporting](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_79)] | | | [removed: [73](#ic4472342ebba412583a8fb415f183342_79)] [added: [74](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_79)] | | |

| Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] | | | [removed: [74](#ic4472342ebba412583a8fb415f183342_82)] [added: [75](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_82)] | | |

| Consolidated Statements of Income for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [75](#ic4472342ebba412583a8fb415f183342_88)] [added: [76](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_88)] | | |

| Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [76](#ic4472342ebba412583a8fb415f183342_91)] [added: [77](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_91)] | | |

| Consolidated Statements of Equity for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [77](#ic4472342ebba412583a8fb415f183342_94)] [added: [78](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_94)] | | |

| Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [78](#ic4472342ebba412583a8fb415f183342_100)] [added: [79](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_100)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ic4472342ebba412583a8fb415f183342_103)] [added: Statements](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_103)] | | | [removed: [80](#ic4472342ebba412583a8fb415f183342_103)] [added: [81](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_103)] | | |

| [Consolidated Financial Statement [removed: Schedule](#ic4472342ebba412583a8fb415f183342_187)s] [added: Schedule](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_184)s] | | | | | |

[removed: | [Schedule] [added: SCHEDULE] III [removed: — Real Estate and Accumulated Depreciation](#ic4472342ebba412583a8fb415f183342_190) | | | [119](#ic4472342ebba412583a8fb415f183342_190) | | |][added: - REAL ESTATE AND ACCUMULATED DEPRECIATION]

[removed: | [Schedule] [added: SCHEDULE] IV [removed: — Mortgage Loans on Real Estate](#ic4472342ebba412583a8fb415f183342_217) | | | [122](#ic4472342ebba412583a8fb415f183342_217) | | |][added: - MORTGAGE LOANS ON REAL ESTATE]

Based on this assessment, management has concluded that our internal control over financial reporting was effective at the reasonable assurance level as of December 31, [removed: 2021.][added: 2022.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report included herein.

We have audited the accompanying consolidated balance sheets of Ventas, Inc. and subsidiaries (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and financial statement schedules III and IV (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 18, 2022] [added: 10, 2023] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of [added: a] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

*Impairment of real estate investments in the senior [removed: living operations segment*][added: housing operating portfolio*]

During the year, impairment indicators arose for certain real estate [removed: properties.][added: properties and as a result, recoverability assessments were performed.]

We identified the evaluation of real estate investments within the senior [removed: living operations segment] [added: housing operating portfolio] for impairment as a critical audit matter.

Subjective auditor judgment was required in evaluating the Company’s determination of the future undiscounted cash [removed: flows and estimated fair values of properties where undiscounted cash flows were less than net book value.][added: flows.]

In particular, the undiscounted cash flows [removed: and fair value estimates] were sensitive to significant assumptions, including capitalization rates, projected operating cash flows, and stabilization period.

Additionally, subjective auditor judgment and specialized skills and knowledge were needed to evaluate market data used by the [removed: Company to develop fair values.][added: Company.]

This included controls related to the Company’s impairment process and the significant assumptions [removed: and fair value estimates] described above.

In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in [removed: (1)] evaluating the Company’s significant assumptions by comparing the significant assumptions to publicly available market [removed: data, and (2) evaluating the Company’s estimates of fair value for certain properties using comparable market data and transactions.][added: data.]

We have audited Ventas, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and financial statement schedules III and IV (collectively, the consolidated financial statements), and our report dated February [removed: 18, 2022] [added: 10, 2023] expressed an unqualified opinion on those consolidated financial statements.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying [added: Management Report on] Internal Control over Financial Reporting.

| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |

| Land and improvements | | | $ | [removed: 2,432,065] [added: 2,437,905] | | | | | $ | [removed: 2,261,415] [added: 2,432,065] | |

| Buildings and improvements | | | [removed: 25,778,490] [added: 26,020,048] | | | | | | [removed: 24,323,279] [added: 25,778,490] | | |

| Construction in progress | | | [removed: 269,315] [added: 310,456] | | | | | | [removed: 265,748] [added: 269,315] | | |

| Acquired lease intangibles | | | [removed: 1,369,747] [added: 1,346,190] | | | | | | [removed: 1,230,886] [added: 1,369,747] | | |

| Operating lease assets | | | [removed: 317,858] [added: 310,307] | | | | | | [removed: 346,372] [added: 317,858] | | |

| Accumulated depreciation and amortization | | | [removed: (8,350,637)] [added: (9,264,456)] | | | | | | [removed: (7,877,665)] [added: (8,350,637)] | | |

| Net real estate property | | | [removed: 21,816,838] [added: 21,160,450] | | | | | | [removed: 20,550,035] [added: 21,816,838] | | |

| Secured loans receivable and investments, net | | | [removed: 530,126] [added: 537,075] | | | | | | [removed: 605,567] [added: 530,126] | | |

| [Schedule III — Real Estate and Accumulated Depreciation](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_187) | | | [121](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_187) | | |

February 10, 2023

February 10, 2023

| | | | 2022 | | | | | | 2021 | | |

| | | | 30,424,906 | | | | | | 30,167,475 | | |

| Third party capital management revenues | | | 26,199 | | | | | | 20,096 | | | | | | 15,191 | | |

| Third party capital management expenses | | | 6,194 | | | | | | 4,433 | | | | | | 2,315 | | |

1 Potential common shares are not included in the computation of diluted earnings per share when a loss from continuing operations exists as the effect would be an antidilutive per share amount.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net loss | | | — | | | | | | — | | | | | | — | | | | | | (47,447) | | | | | | — | | | | | | (47,447) | | | | | | 6,516 | | | | | | (40,931) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at December 31, 2022 | | | $ | 99,912 | | | | | $ | 15,539,777 | | | | | $ | (36,800) | | | | | $ | (5,449,385) | | | | | $ | (536) | | | | | $ | 10,152,968 | | | | | $ | 68,709 | | | | | $ | 10,221,677 | |

| Net (loss) income | | | $ | (40,931) | | | | | $ | 56,559 | | | | | $ | 441,185 | |

| Depreciation and amortization | | | 1,197,798 | | | | | | 1,197,403 | | | | | | 1,109,763 | | |

| Allowance on loans receivable and investments | | | 19,757 | | | | | | (9,082) | | | | | | 24,238 | | |

| Loss on extinguishment of debt, net | | | 581 | | | | | | 59,299 | | | | | | 10,791 | | |

| Investment in unconsolidated entities | | | 8,100 | | | | | | — | | | | | | — | | |

As of December 31, 2022, we owned a total of 376 properties in our office operations reportable business segment.

These properties generally consist of MOBs that are predominantly located on or contiguous to a health system campus and life science, research and innovation properties that are affiliated with and often located on or contiguous to a university or academic medical campus.

We have a third-party institutional capital management business, Ventas Investment Management (“VIM”), which includes our open-ended investment vehicle, the Ventas Life Science & Healthcare Real Estate Fund (the “Ventas Fund”).

Through VIM, we partner with third-party institutional investors to invest in healthcare real estate through various joint ventures and other co-investment vehicles where we are the sponsor or general partner.

to us.

| Other identified VIEs | | | | | | 3,657,023 | | | | | | 1,504,113 | | | | | | 3,805,567 | | | | | | 1,552,237 | | |

We record the carrying amount of these noncontrolling interests at the greater of their initial carrying

HTCs are subject to recapture within five years of substantial completion.

The amount of the recapture is equal to 100% of the HTCs during the first year after the completion of the historic rehabilitation and is reduced by 20% each year during the subsequent five year period.

Accordingly, these derivative instruments are recorded on

As of December 31, 2022, we recognized a $20.0 million allowance on our cash-pay mezzanine loan (the “Santerre Mezzanine Loan”) to Santerre Health Investors.

The Santerre Mezzanine Loan has a current principal balance of $486.1 million, is priced at LIBOR + 6.42% and is freely prepayable in whole or in part subject to satisfaction of certain financial and non-financial terms and conditions.

The Santerre Mezzanine Loan generated $40.0 million in loan interest income to Ventas in 2022.

The allowance for the Santerre Mezzanine Loan was calculated using the “current expected credit loss”, or “CECL”, model, which considers relevant information about past events, current conditions and reasonable and supportable forecasts to estimate expected losses as of the most recent balance sheet date.

In the case of the Mezzanine Loan, the analysis took into account a variety of factors, including market conditions, cap rates for comparable assets, forecasted estimates of net operating income, discount rates, lease coverage levels and the continuing impact of COVID-19 and its extended consequences on the operating performance of certain of the collateral, including occupancy and operating expenses such as labor.

The allowance was calculated as of December 31, 2022 and does not take into account changes in the underlying facts that may have occurred after that date.

The allowance is based on numerous estimates and assumptions that are inherently uncertain and is subject to adjustment as the underlying facts change.

The allowance may not represent the loss, if any, that we ultimately recognize.

*SHOP*

We provide various services to our unconsolidated real estate entities in exchange for fees and reimbursements, which are determined in accordance with the terms specific to each arrangement.

We recognize these fees as we provide the services.

*New Senior Acquisition*

As discussed in Notes 2 and 4 to the consolidated financial statements, on September 21, 2021, the Company acquired New Senior Investment Group Inc. for $2.3 billion, which was accounted for as an asset acquisition (the New Senior Acquisition).

The Company recorded the cost of the assets acquired as tangible and intangible assets and liabilities based upon their estimated fair values as of the acquisition date.

We identified the evaluation of the acquisition date fair value measurement of land and buildings and improvements in the New Senior Acquisition as a critical audit matter.

A high degree of subjective and complex auditor judgement was required in evaluating the estimated fair value of land and buildings and improvements.

Specialized skills and

knowledge were required in evaluating comparable land sales, and the selection of certain key assumptions used in the replacement cost method to determine the estimated fair value of buildings and improvements.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s determination of the fair value to land and buildings and improvements.

For a selection of land values and building replacement cost assumptions, we involved valuation professionals with specialized skills and knowledge, who assisted in (1) comparing the Company’s determination of the estimated fair value of land to sales prices from independently obtained publicly available land sales and (2) comparing certain key assumptions used in the replacement cost method to determine the estimated fair value of buildings and improvements to ranges of market data such as relevant industry guides.

As a result, recoverability assessments were performed, fair values were determined, and impairment losses were recognized for certain properties.

February 18, 2022

| | | | 30,167,475 | | | | | | 28,427,700 | | |

| Office building and other services revenue | | | 20,096 | | | | | | 15,191 | | | | | | 11,156 | | |

| Office building and other services costs | | | 4,433 | | | | | | 2,315 | | | | | | 2,319 | | |

| Balance at January 1, 2019 | | | $ | 89,125 | | | | | $ | 13,076,528 | | | | | $ | (19,582) | | | | | $ | (2,930,214) | | | | | $ | — | | | | | $ | 10,215,857 | | | | | $ | 55,737 | | | | | $ | 10,271,594 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 433,016 | | | | | | — | | | | | | 433,016 | | | | | | 6,281 | | | | | | 439,297 | | |

| Issuance of common stock | | | 3,829 | | | | | | 938,509 | | | | | | — | | | | | | — | | | | | | — | | | | | | 942,338 | | | | | | — | | | | | | 942,338 | | |

| Cumulative effect of change in accounting principles | | | — | | | | | | — | | | | | | (163) | | | | | | 801 | | | | | | — | | | | | | 638 | | | | | | — | | | | | | 638 | | |

| Issuance of common stock, net | | | 617,438 | | | | | | 55,362 | | | | | | 942,085 | | |

COVID-19 Update

*Operating Results*.

Our senior living operations segment, which we also refer to as SHOP, continued to be impacted by the COVID-19 pandemic.

Occupancy began to improve starting in the second quarter of 2021 and continued over the course of 2021.

During 2021, a broader macro labor shortage drove increased labor costs at our communities, resulting in continued decline in NOI compared to 2020.

Subsequent to December 31, 2021, we received $34.0 million in grants in connection with our Phase 4 applications, which we expect to recognize in 2022.

*Continuing Impact*.

We maintained our conclusions regarding the realizability of deferred tax assets as of December 31, 2020.

All intercompany transactions and balances have been

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other identified VIEs | | | | | | 3,949,294 | | | | | | 1,556,136 | | | | | | 4,095,102 | | | | | | 1,653,036 | | |

In September, NHP/PMB completed the buy-out of PMB’s interest in the newly developed Sutter Van Ness Medical Office Building.

In connection with that transaction, NHP/PMB issued 0.6 million OP Units to third party investors.

HTCs are subject to 20% recapture per year beginning one year after the completion of the historic rehabilitation of the subject property.

analyses of recently acquired and existing comparable properties within our portfolio.

markets and other inputs for the asset or liability that are observable at commonly quoted intervals, such as interest rates, foreign exchange rates and yield curves.

*Senior Living Operations*

We evaluate collectability of accrued interest receivables separate from the amortized cost basis of our loans.

As such, we recognize interest income on an impaired loan to the extent we believe accrued contractual interest payments are collectable.

Our lease expense primarily consists of ground and corporate office leases.

As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, [removed: 2021.][added: 2022.]

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of December 31, [removed: 2021,] [added: 2022,] at the reasonable assurance level.

During the fourth quarter of [removed: 2021,] [added: 2022,] there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART III

None.

PART III

The information required by this Item 10 is incorporated by reference to the material under the headings “Election of Directors,” “Our Executive Officers,” “Securities Ownership,” and “Corporate Governance and Board Matters” in our definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders, which we will file with the SEC not later than April 30, [removed: 2022.][added: 2023.]

The information required by this Item 11 is incorporated by reference to the material under the headings “Executive Compensation,” “Non-Employee Director Compensation” and “Corporate Governance and Board Matters” in our definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders, which we will file with the SEC not later than April 30, [removed: 2022.][added: 2023.]

The information required by this Item 12 is incorporated by reference to the material under the headings “Equity Compensation Plan Information” and “Securities Ownership” in our definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders, which we will file with the SEC not later than April 30, [removed: 2022.][added: 2023.]

The information required by this Item 13 is incorporated by reference to the material under the heading “Corporate Governance and Board Matters,” in our definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders, which we will file with the SEC not later than April 30, [removed: 2022.][added: 2023.]

The information required by this Item 14 is incorporated by reference to the material under the heading “Audit Matters” in our definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders, which we will file with the SEC not later than April 30, [removed: 2022.][added: 2023.]

| [Reports of Independent Registered Public Accounting [removed: Firm](#ic4472342ebba412583a8fb415f183342_76)] [added: Firm](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_76)] | | | [removed: [71](#ic4472342ebba412583a8fb415f183342_76)] [added: [72](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_76)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 202](#ic4472342ebba412583a8fb415f183342_82)[1](#ic4472342ebba412583a8fb415f183342_82) [and 20](#ic4472342ebba412583a8fb415f183342_82)[20](#ic4472342ebba412583a8fb415f183342_82)] [added: 2022 and 2021](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_82)] | | | [removed: [74](#ic4472342ebba412583a8fb415f183342_82)] [added: [75](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_82)] | | |

| [Consolidated Statements of Income for the Years Ended December 31, [removed: 202](#ic4472342ebba412583a8fb415f183342_88)[1](#ic4472342ebba412583a8fb415f183342_88)[, 20](#ic4472342ebba412583a8fb415f183342_88)[20](#ic4472342ebba412583a8fb415f183342_88) [and 201](#ic4472342ebba412583a8fb415f183342_88)[9](#ic4472342ebba412583a8fb415f183342_88)] [added: 2022, 2021 and 2020](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_88)] | | | [removed: [75](#ic4472342ebba412583a8fb415f183342_88)] [added: [76](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_88)] | | |

| [Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 202](#ic4472342ebba412583a8fb415f183342_91)[1](#ic4472342ebba412583a8fb415f183342_91)[, 20](#ic4472342ebba412583a8fb415f183342_91)[20](#ic4472342ebba412583a8fb415f183342_91) [and 201](#ic4472342ebba412583a8fb415f183342_91)[9](#ic4472342ebba412583a8fb415f183342_91)] [added: 2022, 2021 and 2020](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_91)] | | | [removed: [76](#ic4472342ebba412583a8fb415f183342_91)] [added: [77](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_91)] | | |

| [Consolidated Statements of Equity for the Years Ended December 31, [removed: 202](#ic4472342ebba412583a8fb415f183342_94)[1](#ic4472342ebba412583a8fb415f183342_94)[, 20](#ic4472342ebba412583a8fb415f183342_94)[20](#ic4472342ebba412583a8fb415f183342_94) [and 201](#ic4472342ebba412583a8fb415f183342_94)[9](#ic4472342ebba412583a8fb415f183342_94)] [added: 2022, 2021 and 2020](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_94)] | | | [removed: [77](#ic4472342ebba412583a8fb415f183342_94)] [added: [78](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_94)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 202](#ic4472342ebba412583a8fb415f183342_100)[1](#ic4472342ebba412583a8fb415f183342_100)[, 20](#ic4472342ebba412583a8fb415f183342_100)[20](#ic4472342ebba412583a8fb415f183342_100) [and 201](#ic4472342ebba412583a8fb415f183342_100)[9](#ic4472342ebba412583a8fb415f183342_100)] [added: 2022, 2021 and 2020](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_100)] | | | [removed: [78](#ic4472342ebba412583a8fb415f183342_100)] [added: [79](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_100)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ic4472342ebba412583a8fb415f183342_103)] [added: Statements](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_103)] | | | [removed: [80](#ic4472342ebba412583a8fb415f183342_103)] [added: [81](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_103)] | | |

| [Schedule III — Real Estate and Accumulated [removed: Depreciation](#ic4472342ebba412583a8fb415f183342_190)] [added: Depreciation](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_187)] | | | [removed: [119](#ic4472342ebba412583a8fb415f183342_193)] [added: [121](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_190)] | | |

| [Schedule IV — Mortgage Loans on Real [removed: Estate](#ic4472342ebba412583a8fb415f183342_217)] [added: Estate](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_199)] | | | [removed: [122](#ic4472342ebba412583a8fb415f183342_217)] [added: [124](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_199)] | | |

| [removed: [3.2](http://www.sec.gov/Archives/edgar/data/740260/000110465917001966/a17-1709_1ex3d2.htm)] [added: [3.2](http://www.sec.gov/Archives/edgar/data/740260/000110465922067037/tm2217422d1_ex3-1.htm)] | | | | | | [removed: Fifth] [added: Sixth] Amended and Restated Bylaws, as amended, of Ventas, Inc. | | | | | | Incorporated by reference herein. Previously filed as Exhibit [removed: 3.2] [added: 3.1] to our Current Report on Form 8-K, filed on [removed: January 11, 2017,] [added: June 1, 2022,] File No. 001-10989. | | | | | |

| [removed: [4.2](http://www.sec.gov/Archives/edgar/data/740260/000104746906004815/a2168654zex-4_9.htm)] [added: [4.15](http://www.sec.gov/Archives/edgar/data/740260/000110465915051467/a15-14953_11ex4d1.htm)] | | | | | | Indenture dated as of [removed: September 19, 2006] [added: July 16, 2015] by and among Ventas, Inc., Ventas Realty, Limited [removed: Partnership and Ventas Capital Corporation,] [added: Partnership,] as [removed: Issuer(s),] [added: Issuer,] the Guarantors named [removed: therein,] [added: therein] as Guarantors, and U.S. Bank National Association, as Trustee. | | | | | | Incorporated by reference herein. Previously filed as Exhibit [removed: 4.9] [added: 4.1] to our [removed: Registration Statement] [added: Current Report] on Form [removed: S-3,] [added: 8-K,] filed on [removed: April 7, 2006,] [added: July 16, 2015,] File No. [removed: 333-133115.] [added: 001-10989.] | | | | | |

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/740260/000074026017000056/vtr-20161231ex410.htm)[3](http://www.sec.gov/Archives/edgar/data/740260/000074026017000056/vtr-20161231ex410.htm)] [added: [4.2](http://www.sec.gov/Archives/edgar/data/740260/000074026017000056/vtr-20161231ex410.htm)] | | | | | | Indenture dated as of September 26, 2013 by and among Ventas, Inc., Ventas Realty, Limited Partnership, as Issuer, the Guarantors named therein, as Guarantors, and U.S. Bank National Association, as Trustee. | | | | | | Incorporated by reference herein. Previously filed as Exhibit 4.10 to our Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 14, 2017, File No. 001-10989. | | | | | |

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/740260/000110465913072407/a13-21064_7ex4d3.htm)[4](http://www.sec.gov/Archives/edgar/data/740260/000110465913072407/a13-21064_7ex4d3.htm)] [added: [4.3](http://www.sec.gov/Archives/edgar/data/740260/000110465913072407/a13-21064_7ex4d3.htm)] | | | | | | Second Supplemental Indenture dated as of September 26, 2013 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 5.700% Senior Notes due 2043. | | | | | | Incorporated by reference herein. Previously filed as Exhibit 4.3 to our Current Report on Form 8-K, filed on September 26, 2013, File No. 001-10989. | | | | | |

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/740260/000110465914028429/a14-10272_6ex4d3.htm)[5](http://www.sec.gov/Archives/edgar/data/740260/000110465914028429/a14-10272_6ex4d3.htm)] [added: [4.4](http://www.sec.gov/Archives/edgar/data/740260/000110465914028429/a14-10272_6ex4d3.htm)] | | | | | | Fourth Supplemental Indenture dated as of April 17, 2014 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 3.750% Senior Notes due 2024. | | | | | | Incorporated by reference herein. Previously filed as Exhibit 4.3 to our Current Report on Form 8-K, filed on April 17, 2014, File No. 001-10989. | | | | | |

| [removed: [4.6](http://www.sec.gov/Archives/edgar/data/740260/000110465915002392/a14-15128_5ex4d2.htm)] [added: [4.5](http://www.sec.gov/Archives/edgar/data/740260/000110465915002392/a14-15128_5ex4d2.htm)] | | | | | | Fifth Supplemental Indenture dated as of January 14, 2015 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 3.500% Senior Notes due 2025. | | | | | | Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on January 14, 2015, File No. 001-10989. | | | | | |

| [removed: [4.7](http://www.sec.gov/Archives/edgar/data/740260/000110465915002392/a14-15128_5ex4d3.htm)] [added: [4.6](http://www.sec.gov/Archives/edgar/data/740260/000110465915002392/a14-15128_5ex4d3.htm)] | | | | | | Sixth Supplemental Indenture dated as of January 14, 2015 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 4.375% Senior Notes due 2045. | | | | | | Incorporated by reference herein. Previously filed as Exhibit 4.3 to our Current Report on Form 8-K, filed on January 14, 2015, File No. 001-10989. | | | | | |

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/780053/0000898430-97-003569.txt)[8](http://www.sec.gov/Archives/edgar/data/780053/0000898430-97-003569.txt)] [added: [4.7](http://www.sec.gov/Archives/edgar/data/780053/0000898430-97-003569.txt)] | | | | | | Indenture dated as of August 19, 1997 by and between Nationwide Health Properties, Inc. and The Bank of New York, as Trustee, relating to the 6.90% Series C Medium-Term Notes due 2037 and the 6.59% Series C Medium-Term Notes due 2038. | | | | | | Incorporated by reference herein. Previously filed as Exhibit 1.2 to the Nationwide Health Properties, Inc. Current Report on Form 8-K, filed on August 19, 1997, File No. 001-09028 (see Exhibit 1.2 of complete submission text file). | | | | | |

| [removed: [4.9](http://www.sec.gov/Archives/edgar/data/740260/000074026017000056/vtr-20161231ex417.htm)] [added: [4.8](http://www.sec.gov/Archives/edgar/data/740260/000074026017000056/vtr-20161231ex417.htm)] | | | | | | Supplemental Indenture dated July 1, 2011 among Nationwide Health Properties, Inc., Needles Acquisition LLC, and The Bank of New York Mellon Trust Company, N.A., as successor Trustee, relating to the 6.90% Series C Medium-Term Notes due 2037 and the 6.59% Series C Medium-Term Notes due 2038. | | | | | | Incorporated by reference herein. Previously filed as Exhibit 4.17 to our Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 14, 2017, File No. 001-10989. | | | | | |

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/740260/000074026014000207/vtr-ex41_2014930.htm)[0](http://www.sec.gov/Archives/edgar/data/740260/000074026014000207/vtr-ex41_2014930.htm)] [added: [4.9](http://www.sec.gov/Archives/edgar/data/740260/000074026014000207/vtr-ex41_2014930.htm)] | | | | | | Indenture dated as September 24, 2014 by and among Ventas, Inc., Ventas Canada Finance Limited, the Guarantors parties thereto from time to time and Computershare Trust Company of Canada, as Trustee. | | | | | | Incorporated by reference herein. Previously filed as Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed on October 24, 2014, File No. 001-10989. | | | | | |

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/740260/000074026014000207/vtr-ex43_2014930.htm)[1](http://www.sec.gov/Archives/edgar/data/740260/000074026014000207/vtr-ex43_2014930.htm)] [added: [4.10](http://www.sec.gov/Archives/edgar/data/740260/000074026014000207/vtr-ex43_2014930.htm)] | | | | | | Second Supplemental Indenture dated as of September 24, 2014 by and among Ventas Canada Finance Limited, as Issuer, Ventas, Inc., as Guarantor, and Computershare Trust Company of Canada, as Trustee, relating to the 4.125% Senior Notes, Series B due 2024. | | | | | | Incorporated by reference herein. Previously filed as Exhibit 4.3 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed on October 24, 2014, File No. 001-10989. | | | | | |

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/740260/000074026017000122/vtr-ex41_6302017.htm)[2](http://www.sec.gov/Archives/edgar/data/740260/000074026017000122/vtr-ex41_6302017.htm)] [added: [4.11](http://www.sec.gov/Archives/edgar/data/740260/000074026017000122/vtr-ex41_6302017.htm)] | | | | | | Fourth Supplemental Indenture dated as of June 1, 2017 by and among Ventas Canada Finance Limited, as Issuer, Ventas, Inc., as Guarantor, and Computershare Trust Company of Canada, as Trustee, relating to the 2.55% Senior Notes, Series D due 2023. | | | | | | Incorporated by reference herein. Previously filed as Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed on July 28, 2017, File No. 001-10989. | | | | | |

| [removed: [4.1](https://www.sec.gov/Archives/edgar/data/740260/000074026020000042/vtr-ex415123119.htm)[3](https://www.sec.gov/Archives/edgar/data/740260/000074026020000042/vtr-ex415123119.htm)] [added: [4.12](https://www.sec.gov/Archives/edgar/data/740260/000074026020000042/vtr-ex415123119.htm)] | | | | | | Fifth Supplemental Indenture dated as of November 12, 2019 by and among Ventas Canada Finance Limited, as Issuer, Ventas, Inc., as Guarantor, and Computershare Trust Company of Canada, as Trustee, relating to the 2.80% Senior Notes, Series E due 2024. | | | | | | Incorporated by reference herein. Previously filed as Exhibit 4.15 to our Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 24, 2020, File No. 001-10989. | | | | | |

| [removed: [4.14](https://www.sec.gov/Archives/edgar/data/740260/000074026022000057/vtr-ex414_123121.htm)] [added: [4.13](http://www.sec.gov/Archives/edgar/data/740260/000074026022000057/vtr-ex414_123121.htm)] | | | | | | Seventh Supplemental Indenture dated as of December 1, 2021 by and among Ventas Canada Finance Limited, as Issuer, Ventas, Inc., as Guarantor, and Computershare Trust Company of Canada, as Trustee, relating to the 2.45% Senior Notes, Series G due 2027. | | | | | | [removed: Filed herewith.] [added: Incorporated by reference herein. Previously filed as Exhibit 4.14 to our Annual Report on Form 10-K for the year ended December 31, 2021, filed on February 18, 2022, File No. 001-10989.] | | | | | |

| [removed: [4.15](https://www.sec.gov/Archives/edgar/data/740260/000074026022000057/vtr-ex415_123121.htm)] [added: [4.14](http://www.sec.gov/Archives/edgar/data/740260/000074026022000057/vtr-ex415_123121.htm)] | | | | | | Eighth Supplemental Indenture dated as of December 1, 2021 by and among Ventas Canada Finance Limited, as Issuer, Ventas, Inc., as Guarantor, and Computershare Trust Company of Canada, as Trustee, relating to the 3.30% Senior Notes, Series H due 2031. | | | | | | [removed: Filed herewith.] [added: Incorporated by reference herein. Previously filed as Exhibit 4.15 to our Annual Report on Form 10-K for the year ended December 31, 2021, filed on February 18, 2022, File No. 001-10989.] | | | | | |

| [removed: [4.16](http://www.sec.gov/Archives/edgar/data/740260/000110465915051467/a15-14953_11ex4d1.htm)] [added: [4.16](http://www.sec.gov/Archives/edgar/data/740260/000110465915051467/a15-14953_11ex4d2.htm)] | | | | | | [added: First Supplemental] Indenture dated as of July 16, 2015 by and among [removed: Ventas, Inc.,] Ventas Realty, Limited Partnership, as Issuer, [removed: the Guarantors named therein] [added: Ventas Inc.,] as [removed: Guarantors,] [added: Guarantor,] and U.S. Bank National Association, as [removed: Trustee.] [added: Trustee, relating to the 4.125% Senior Notes due 2026.] | | | | | | Incorporated by reference herein. Previously filed as Exhibit [removed: 4.1] [added: 4.2] to our Current Report on Form 8-K, filed on July 16, 2015, File No. 001-10989. | | | | | |

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/740260/000110465915051467/a15-14953_11ex4d2.htm)[17](http://www.sec.gov/Archives/edgar/data/740260/000110465915051467/a15-14953_11ex4d2.htm)] [added: [4.17](http://www.sec.gov/Archives/edgar/data/740260/000110465916145922/a16-18414_4ex4d2.htm)] | | | | | | [removed: First] [added: Third] Supplemental Indenture dated as of [removed: July 16, 2015] [added: September 21, 2016] by and among Ventas Realty, Limited Partnership, as Issuer, Ventas Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the [removed: 4.125%] [added: 3.250%] Senior Notes due 2026. | | | | | | Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on [removed: July 16, 2015,] [added: September 21, 2016,] File No. 001-10989. | | | | | |

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/740260/000110465916145922/a16-18414_4ex4d2.htm)[1](http://www.sec.gov/Archives/edgar/data/740260/000110465916145922/a16-18414_4ex4d2.htm)[8](http://www.sec.gov/Archives/edgar/data/740260/000110465916145922/a16-18414_4ex4d2.htm)] [added: [4.18](http://www.sec.gov/Archives/edgar/data/740260/000110465917020039/a17-10001_1ex4d2.htm)] | | | | | | [removed: Third] [added: Fourth] Supplemental Indenture dated as of [removed: September 21, 2016] [added: March 29, 2017] by and among Ventas Realty, Limited Partnership, as Issuer, [removed: Ventas] [added: Ventas,] Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the [removed: 3.250%] [added: 3.850%] Senior Notes due [removed: 2026.] [added: 2027.] | | | | | | Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on [removed: September 21, 2016,] [added: March 29, 2017,] File No. 001-10989. | | | | | |

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/740260/000110465917020039/a17-10001_1ex4d2.htm)[19](http://www.sec.gov/Archives/edgar/data/740260/000110465917020039/a17-10001_1ex4d2.htm)] [added: [4.20](http://www.sec.gov/Archives/edgar/data/740260/000110465918011726/a18-5727_6ex4d2.htm)] | | | | | | [removed: Fourth] [added: First] Supplemental Indenture dated as of [removed: March 29, 2017] [added: February 23, 2018] by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as [removed: Guarantor,] [added: Guarantor] and U.S. Bank National Association, as [removed: Trustee,] [added: Trustee] relating to the [removed: 3.850%] [added: 4.000%] Senior Notes due [removed: 2027.] [added: 2028] | | | | | | Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on [removed: March 29, 2017,] [added: February 23, 2018,] File No. 001-10989. | | | | | |

| [removed: [4.20](http://www.sec.gov/Archives/edgar/data/740260/000110465918011726/a18-5727_6ex4d1.htm)] [added: [4.19](http://www.sec.gov/Archives/edgar/data/740260/000110465918011726/a18-5727_6ex4d1.htm)] | | | | | | Indenture dated February 23, 2018 among Ventas, Inc., Ventas Realty, Limited Partnership, the Guarantors named therein, and U.S. Bank National Association, as Trustee | | | | | | Incorporated by reference herein. Previously filed as Exhibit 4.1 to our Current Report on Form 8-K, filed on February 23, 2018, File No. 001-10989. | | | | | |

| [removed: [4.21](http://www.sec.gov/Archives/edgar/data/740260/000110465918011726/a18-5727_6ex4d2.htm)] [added: [4.21](http://www.sec.gov/Archives/edgar/data/740260/000110465918052296/a18-17929_8ex4d2.htm)] | | | | | | [removed: First] [added: Second] Supplemental Indenture dated as of [removed: February 23,] [added: August 15,] 2018 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor and U.S. Bank National Association, as Trustee relating to the [removed: 4.000%] [added: 4.400%] Senior Notes due [removed: 2028] [added: 2029] | | | | | | Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on [removed: February 23,] [added: August 15,] 2018, File No. 001-10989. | | | | | |

| [removed: [4.](https://www.sec.gov/Archives/edgar/data/740260/000110465920041846/tm2013588d5_ex4-2.htm)[2](https://www.sec.gov/Archives/edgar/data/740260/000110465920041846/tm2013588d5_ex4-2.htm)[5](https://www.sec.gov/Archives/edgar/data/740260/000110465920041846/tm2013588d5_ex4-2.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/740260/000110465920041846/tm2013588d5_ex4-2.htm)[25](https://www.sec.gov/Archives/edgar/data/740260/000110465920041846/tm2013588d5_ex4-2.htm)] | | | | | | Sixth Supplemental Indenture dated as of April 1, 2020 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor and U.S. Bank National Association, as Trustee relating to the 4.750% Senior Notes due 2030. | | | | | | Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on April 1, 2020, File No. 001-10989. | | | | | |

| [removed: [4.27](https://www.sec.gov/Archives/edgar/data/740260/000074026022000057/vtr-ex427_12312021.htm)] [added: [4.27](https://www.sec.gov/Archives/edgar/data/740260/000074026023000070/vtr-ex427_12312022.htm)] | | | | | | Description of the Registrant’s Securities. | | | | | | Filed herewith. | | | | | |

| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/740260/000074026018000179/vtr-ex1019302018.htm)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/740260/000110465922076359/tm2220077d1_ex10-1.htm)] | | | | | | Credit and Guaranty [removed: Agreement] [added: Agreement,] dated [removed: July 26, 2018] [added: as of June 27, 2022,] among Ventas Realty, Limited Partnership, [added: a Delaware limited partnership,] as [removed: Borrower,] [added: borrower,] Ventas, Inc., [added: a Delaware corporation,] as [removed: Guarantor, The Lenders] [added: guarantor, the lending institutions] party thereto from time to time, and Bank of America, N.A., as Administrative Agent. | | | | | | Incorporated by reference herein. Previously filed as Exhibit 10.1 to our [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the quarter ended September 30, 2018,] [added: 8-K,] filed on [removed: October 26, 2018,] [added: June 30, 2022,] File No. [removed: 001-10989.] [added: 001-10989] | | | | | |

| [removed: [10.3](https://www.sec.gov/Archives/edgar/data/740260/000074026021000048/vtr-ex103_123120.htm)] [added: [10.4](https://www.sec.gov/Archives/edgar/data/740260/000074026021000183/vtr-ex101_093021.htm)] | | | | | | First Amendment to the [added: Third Amended and Restated] Credit and Guaranty Agreement, dated as of [removed: January 29,] [added: October 5,] 2021, among Ventas Realty, Limited Partnership, [added: Ventas SSL Ontario II, Inc., Ventas SSL Ontario III, Inc., Ventas Canada Finance Limited, Ventas UK Finance, Inc., and Ventas Euro Finance, LLC,] as [removed: Borrower,] [added: Borrowers,] Ventas, Inc., as Guarantor, [removed: the Lenders identified therein,] and Bank of America, N.A., as Administrative Agent. | | | | | | Incorporated by reference herein. Previously filed as Exhibit [removed: 10.3] [added: 10.1] to our [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2020,] [added: September 30, 2021,] filed on [removed: February 23, 2021,] [added: November 5, 2021] File No. 001-10989. | | | | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/740260/000110465921010577/tm214602d1_ex10-1.htm)[4](https://www.sec.gov/Archives/edgar/data/740260/000110465921010577/tm214602d1_ex10-1.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/740260/000110465921010577/tm214602d1_ex10-1.htm)[3](https://www.sec.gov/Archives/edgar/data/740260/000110465921010577/tm214602d1_ex10-1.htm)] | | | | | | Third Amended and Restated Credit and Guaranty Agreement, dated as of January 29, 2021, among Ventas Realty, Limited Partnership, Ventas SSL Ontario II, Inc., Ventas SSL Ontario III, Inc., Ventas Canada Finance Limited, Ventas UK Finance, Inc., and Ventas Euro Finance, LLC, as Borrowers, Ventas, Inc., as Guarantor, the Lenders identified therein, Bank of America, N.A., as Administrative Agent, and Bank of America, N.A. and JPMorgan Chase Bank, N.A., as L/C Issuers. | | | | | | Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on February 2, 2021, File No. 001-10989. | | | | | |

| [removed: [10.6](http://www.sec.gov/ix?doc=/Archives/edgar/data/740260/000110465921135833/tm2132029d2_8k.htm)] [added: [10.5](http://www.sec.gov/ix?doc=/Archives/edgar/data/740260/000110465921135833/tm2132029d2_8k.htm)] | | | | | | ATM Sales Agreement dated November 8, 2021, among Ventas, Inc. and BofA Securities, Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., TD Securities (USA) LLC, UBS Securities LLC, and Wells Fargo Securities LLC, as sales agents and as forward sellers, and Bank of America, N .A. Citibank, N.A., Credit Agricole Corporate and Investment Bank, Jefferies LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, RBC Capital Markets, LLC, The Bank of Nova Scotia, The Toronto-Dominion Bank, UBS AG London Branch and Wells Fargo Bank, National Association, as forward purchasers. | | | | | | Incorporated by reference herein. Previously filed as Exhibit 1.1 to our Current Report on Form 8-K, filed on November 8, 2021, File No. 001-10989. | | | | | |

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/740260/000119312505039956/dex10161.htm)[7](http://www.sec.gov/Archives/edgar/data/740260/000119312505039956/dex10161.htm)[*](http://www.sec.gov/Archives/edgar/data/740260/000119312505039956/dex10161.htm)] [added: [10](http://www.sec.gov/Archives/edgar/data/740260/000104746912004922/a2209031zex-10_1.htm)[.](http://www.sec.gov/Archives/edgar/data/740260/000104746912004922/a2209031zex-10_1.htm)[6](http://www.sec.gov/Archives/edgar/data/740260/000104746912004922/a2209031zex-10_1.htm)[.1*](http://www.sec.gov/Archives/edgar/data/740260/000104746912004922/a2209031zex-10_1.htm)] | | | | | | Ventas, Inc. [removed: 2004] [added: 2006] Stock Plan for Directors, as amended. | | | | | | Incorporated by reference herein. Previously filed as Exhibit [removed: 10.16.1] [added: 10.1] to our [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2004,] [added: 2012,] filed on [removed: March 1, 2005,] [added: April 27, 2012,] File No. [removed: 33-107942.] [added: 001-10989.] | | | | | |

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/740260/000119312509040636/dex10101.htm)[8](http://www.sec.gov/Archives/edgar/data/740260/000119312509040636/dex10101.htm)[.1*](http://www.sec.gov/Archives/edgar/data/740260/000119312509040636/dex10101.htm)] [added: [10.7.2*](http://www.sec.gov/Archives/edgar/data/740260/000119312509040636/dex10114.htm)] | | | | | | [removed: Ventas, Inc. 2006 Incentive Plan, as amended.] [added: Form of Restricted Stock Unit Agreement—2006 Stock Plan for Directors.] | | | | | | Incorporated by reference herein. Previously filed as Exhibit [removed: 10.10.1] [added: 10.11.4] to our Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, File No. 001-10989. | | | | | |

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/740260/000119312507036220/dex10152.htm)[8](http://www.sec.gov/Archives/edgar/data/740260/000119312507036220/dex10152.htm)[.2*](http://www.sec.gov/Archives/edgar/data/740260/000119312507036220/dex10152.htm)] [added: [10.8.3*](http://www.sec.gov/Archives/edgar/data/740260/000074026015000062/vtr-20141231ex1062.htm)] | | | | | | Form of Stock Option [removed: Agreement—2006] [added: Agreement (Employees) under the Ventas, Inc. 2012] Incentive Plan. | | | | | | Incorporated by reference herein. Previously filed as Exhibit [removed: 10.15.2] [added: 10.6.2] to our Annual Report on Form 10-K for the year ended December 31, [removed: 2006,] [added: 2014,] filed [removed: on] February [removed: 22, 2007,] [added: 13, 2015,] File No. 001-10989. | | | | | |

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/740260/000119312507036220/dex10153.htm)[8](http://www.sec.gov/Archives/edgar/data/740260/000119312507036220/dex10153.htm)[.3*](http://www.sec.gov/Archives/edgar/data/740260/000119312507036220/dex10153.htm)] [added: [10.19*](https://www.sec.gov/Archives/edgar/data/740260/000119312509040636/dex1018.htm)] | | | | | | [removed: Form of Restricted] [added: Ventas Employee and Director] Stock [removed: Agreement—2006 Incentive Plan.] [added: Purchase Plan, as amended.] | | | | | | Incorporated by reference herein. Previously filed as Exhibit [removed: 10.15.3] [added: 10.18] to our Annual Report on Form 10-K for the year ended December 31, [removed: 2006,] [added: 2008,] filed on February [removed: 22, 2007,] [added: 27, 2009,] File No. 001-10989. | | | | | |