Ventas (VTR) 10-K risk factor changes: FY2023 vs FY2022

The [added: secondary and tertiary effects of the] COVID-19 pandemic [removed: and its extended consequences have had and] may continue to have a material adverse effect on our business, financial condition and results of operations.

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

For instance, our financial results [removed: have been] [added: were] adversely impacted by increased operating costs at our senior housing communities as a result of labor pressures, public health measures and other operational and regulatory dynamics attributable or related to the pandemic and decreased revenues due to a reduction in occupancy in these communities.

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

Senior housing communities [removed: have been] [added: were] disproportionately impacted by [removed: COVID-19.][added: COVID-19 and its secondary and tertiary effects.]

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

Our tenants, managers and borrowers have experienced significant cost increases as a result of [added: inflationary pressures,] increased health and safety measures, increased governmental regulation and compliance, vaccine mandates and other operational changes necessitated either directly or indirectly by the COVID-19 pandemic.

Many of these expenses have remained at these higher levels even as the COVID-19 pandemic has [removed: subsided.][added: subsided and labor force participation has increased above pre-pandemic levels and inflation increases have begun to mitigate.]

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

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

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 [removed: affected”] [added: affected.”] and “—We face potential adverse consequences from the bankruptcy, insolvency or financial deterioration of our tenants, managers, borrowers and other [removed: obligors.”.][added: obligors.”]

The [added: secondary and tertiary effects of the] COVID-19 pandemic, policy and other actions taken in response to the pandemic [removed: and 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 also “—Risks Related to Our Business Operations and Strategy-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 [removed: results.”.][added: results.”]

The COVID-19 pandemic, policy and other actions taken in response to the pandemic and [removed: their respective consequences] [added: other recent events, such as the conflicts between Russia and Ukraine and in the Middle East and supply chain disruptions,] have exacerbated, and may continue to exacerbate, [added: increases in] the [removed: magnitude of other risks.][added: consumer price index.]

The extent of the [removed: continuing effect] [added: secondary and tertiary effects] of the [added: COVID-19] pandemic, policy and other actions taken in response to the pandemic [removed: 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; the rise and spread of other health conditions, such as flu and RSV; ongoing clinical experience, which may differ considerably across [added: governmental and regulatory bodies and] regions and fluctuate over time; the ongoing impact on the macroeconomic environment and global financial markets, including on inflation, interest rates and the labor market; and on other future developments, including the ultimate duration, spread and intensity of new 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 is a high degree of uncertainty regarding the implementation and impact of the CARES Act and other pandemic-related [removed: legislation and any future COVID-19 relief measures.][added: legislation.]

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

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.”.][added: projects.” Property taxes are also impacted by inflationary changes because taxes in some jurisdictions are regularly reassessed based on changes in the fair value of our properties.]

[removed: Additionally,] U.S. government policies implemented to address inflation, including actions by the Board of Governors of the Federal Reserve System [removed: ("the U.S.] [added: (the “U.S.] Federal [removed: Reserve")] [added: 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 [removed: rate,] [added: rate compared to recent historical levels,] which has led to [removed: increases in] [added: elevated] interest rates in the credit markets and other impacts on the macroeconomic environment.

[removed: The U.S. Federal Reserve may continue to raise the federal funds rate, which will likely lead] [added: Any of these actions or failure] to [added: take action could result in] higher interest rates in the credit markets and the possibility of lower asset values, slowing economic growth [removed: and] [added: and/or] a recession.

[removed: The increase in] [added: Elevated] 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 [removed: operations”,] [added: 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.”

A substantial portion of our value is derived from properties in California, [added: Illinois,] New York, [removed: Texas, Pennsylvania] [added: Pennsylvania, Texas] and [removed: Illinois,] [added: Quebec, Canada,] 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 events, such as wildfires or storms, and changes in state-specific legislation, which could adversely affect our business, financial condition and results of operations.

However, [removed: as] [added: in each case, we nonetheless participate directly in] the [removed: owner and manager] [added: financial performance] of [removed: senior housing properties we] [added: the communities’ operations and] are ultimately responsible for all operational risks and other liabilities of such properties, other than those arising out of certain actions by our managers, such as gross negligence, fraud or willful misconduct.

These risks include, and our [removed: resulting revenues are] [added: financial performance is] 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, [removed: materials,] [added: supplies,] 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, litigation and regulatory actions, and the availability and cost of insurance.

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

Such [removed: operational] risks could also arise as a result of our ownership of [removed: office] [added: outpatient medical and research] buildings, and which could also adversely affect our business, financial condition and results of operations.

A significant portion of our revenues and operating income is dependent on a limited number of tenants and managers, including [removed: Brookdale Senior Living,] [added: Brookdale,] Ardent, Kindred, Atria and Sunrise.

[removed: These properties] [added: The portfolios managed or leased by Atria, Sunrise, Brookdale, Ardent and Kindred] represent a substantial portion of our [removed: portfolio, based on their gross book value,] [added: portfolio] and account for a significant portion of our revenues and NOI.

If either Atria or Sunrise experience financial, legal, accounting, regulatory or other difficulties that impact their financial [removed: stability,] [added: stability or ability to operate,] our business, financial condition and results of operations could be adversely affected.

We depend on [removed: Brookdale Senior Living,] [added: Brookdale,] Ardent and 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.

We cannot assure you that they will be able to, or will continue to, satisfy their obligations to us, and any failure, inability or [added: unwillingness by them to do so could adversely affect our business, financial condition and results of operations.]

Any failure by any one of [removed: Brookdale Senior Living,] [added: Brookdale,] Ardent or Kindred to effectively conduct its operations or to maintain and improve the properties they lease from us could adversely affect their financial condition and, in turn, 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 [added: or elevated] interest rates or inflation, or other factors.

If their financial condition deteriorates, they may be unable or unwilling to make payments or perform their obligations to us in a timely [removed: manner] [added: manner,] if at all.

[added: 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 [removed: its business that weakens its 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 [removed: investment”] [added: investment.”] below.

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 [removed: investment”] [added: investment.”] and “—We face potential adverse consequences from the bankruptcy, insolvency or financial deterioration of our tenants, managers, borrowers and other obligors.”

For example, [added: if not renewed,] our [removed: leases] [added: lease] of 23 LTACs to Kindred [added: is set to expire on April 30, 2025] and [added: our lease of] 121 senior living assets to Brookdale [removed: are] [added: is] set to expire [removed: in 2025, though Kindred has the right to extend the term of its lease for an additional 5 years and Brookdale has the right to extend the term of its lease for an additional 10 years.][added: on December 31, 2025.]

Under the REIT tax rules, the senior housing communities in our SHOP segment that are “qualified healthcare properties” generally must be operated and managed for us by third-party managers and we have limited rights to direct or influence the business or operations of those communities.

A number of our non-qualified healthcare properties are also managed by third-party managers.

Our leases and management agreements have set terms.

While our leases and management agreements may be renewed, either pursuant to prenegotiated renewal rights or through negotiation, there can be no assurance that our tenants will renew their leases with us, or our managers will renew their management agreements with us.

This risk may be exacerbated if market conditions at the time of the renewal are not as favorable as they were at the time the lease or management agreement was initially entered into or if the tenant or manager is subject to financial or operational difficulties.

For instance, the financial performance of the properties leased to Kindred has declined since the end of the COVID-19 pandemic and the termination of the public health emergency, increasing the risk that Kindred will not renew its lease, either in whole or in part, or, even if the lease is renewed, that it will be on terms are not as favorable to us.

See “Our Businesses— Senior Housing Operating Portfolio (SHOP)—Triple-Net Leased Properties—Kindred Lease” in Part I, Item 1 of this Annual Report.

its business that weakens its financial condition.

For example, California SB-525, which was signed into law in June 2023 and will become effective in June, 2024, requires certain healthcare facility employers to pay wages for certain covered employees that are higher than other state-mandated minimum wages.

contract and overtime labor.

We rely on relationships with universities, and changes in our relationships with those universities could adversely affect our operating results.

Our research and other properties that serve the life sciences industry often depend on maintaining strong relationships with colleges and universities who often are anchor tenants in our properties and often serve as the ground lessor for the land upon which our properties are built.

Many of these colleges and universities have significant endowments, a low cost of capital and own and operate their own competing on-campus facilities.

These colleges and universities may not renew their leases with us or may not invest their resources in the programming conducted within the space they lease from us, which could have an adverse effect on our properties and our business, financial condition and results of operations could be adversely affected.

If

hurricanes, earthquakes, flooding and other severe weather.

For example, on January 10, 2024 an activist investor nominated three candidates to our Board of Directors in connection with our 2024 Annual Meeting of Stockholders.

The U.S. Federal Reserve may continue to raise the federal funds rate, may maintain an elevated federal funds rate for longer than the market expects, or may not lower the federal funds rate consistent with market expectations.

Interest rates have risen over the past number of years.

If we or our tenants, managers or borrowers fail to comply with the extensive laws, regulations and other requirements applicable to our or their businesses and the operation of

For example, In May 2023, the HHS Office of Inspector General notified us that they would be conducting an audit of thirty assisted living applicants’ use of the funds received from the Provider Relief Fund.

Two of our applications were selected as part of the audit.

While we believe we are in compliance with all requirements related to the payments received, we cannot assure you of that and we cannot assure you that some or all of the grants received will not need to be repaid.

We and our tenants, managers and borrowers may be adversely affected by complex and evolving laws and regulations regarding data privacy and cybersecurity.

In the ordinary course of business, we and our tenants, managers and borrowers collect, use, store, disclose, transfer and otherwise process personal information, including personal information specific to tenants, residents and employees.

We or our tenants, managers and borrowers may transfer some of this personal information to third parties who assist with certain aspects of our or their business for limited purposes.

Accordingly, we and our tenants, managers and borrowers are subject to a variety of stringent data privacy and cybersecurity laws and regulations at the state, federal and international level, as well as contractual requirements and other obligations related to data privacy and cybersecurity.

For more information about applicable data privacy and cybersecurity laws and regulations, see “Government Regulation—United States Healthcare Regulation, Licensing and Enforcement—Data Privacy and Cybersecurity” for a discussion of U.S. data privacy and cybersecurity laws and regulations and “Government Regulation—International Healthcare Regulation” for a discussion of international data privacy and cybersecurity laws and regulations.

The legal and regulatory environment surrounding data privacy and cybersecurity is constantly evolving and can be subject to significant change.

Laws and regulations governing data privacy, cybersecurity, and the unauthorized disclosure of personal information pose increasingly complex compliance challenges, including the potential for inconsistent interpretation, and the implementation and maintenance of compliance measures may potentially elevate our costs.

While we believe we have taken commercially reasonable steps, and depend on our tenants, managers and borrowers, to comply with applicable data privacy and cybersecurity laws and regulations, these laws and regulations are in some cases relatively new and the interpretation and application of these laws and regulations are uncertain.

Thus, there can be no assurance that our efforts will be deemed effective by regulatory authorities.

As noted below, we and our tenants, managers and borrowers, are also subject to the possibility of cybersecurity threats or incidents, which themselves may result in a violation of these laws and regulations and may require us or our tenants, managers or borrowers to report certain incidents to affected individuals or the relevant regulatory authorities.

These laws and regulations, and the laws and regulations that may be enacted in the future, also may require us or our tenants, managers or borrowers to modify our or their data processing practices and policies, incur substantial compliance-related costs and expenses and otherwise suffer adverse impacts on our or their business.

Any failure, or perceived failure, by us or our tenants, managers or borrowers to comply with applicable data privacy and cybersecurity laws and regulations could result in enforcement actions, investigations, imposition of fines, or civil or criminal penalties.

If any of the foregoing occurs, our and our tenants’, managers’ and borrowers’ businesses, reputation, results of operations (including results of properties) or financial condition could be adversely affected.

Such attempts can originate from a wide variety of sources, including organized crime, hackers, activists, terrorists, nation-states, state-sponsored actors and others, any of which may see their effectiveness enhanced by the use of artificial intelligence.

Our information technology systems and networks are essential to our ability to perform day-to-day operations of our business, and a cybersecurity threat or incident could result

Although we have implemented various measures designed to manage risks to information technology systems and networks relating to these types of events, these measures could prove to be inadequate.

If our systems or networks are compromised, they could become inoperable for extended periods of time, cease to function properly or fail to adequately secure confidential and personal information, which could have an adverse impact on our ability to operate our business.

- Risks Related to the COVID-19 Pandemic

Risks Related to the COVID-19 Pandemic

The effects of shelter-in-place and stay-at-home orders, if re-imposed, and the trend toward increased remote and hybrid work arrangements could strain our business continuity plans, increase operational risk, including cybersecurity risk, and impair our ability to manage our business.

As a result of the pandemic, our non-field-based employees have operated in a primarily fully or partially remote working environment.

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.

We may experience increased costs and disruption as we adjust to this work model or as the work model continues to evolve.

We may face challenges in operating effectively and maintaining our corporate culture.

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

The ongoing COVID-19 pandemic has also, to varying degrees during the course of the pandemic, prevented prospective occupants and their families from visiting our senior housing communities and limited the ability of new occupants to move into our senior housing communities.

Various federal, state, local and foreign governments have in the past enacted, and may in the future enact, laws, regulations or moratoriums that limit our ability to terminate a lease, evict a tenant or pursue other remedies where the tenant has been impacted by the COVID-19 pandemic.

Where such laws, regulations or moratoriums are in effect, we may incur significant costs and it may take a significant amount of time to ultimately evict or pursue remedies against a tenant who is not meeting its contractual rent or other obligations.

Today, the trajectory and future impact of the COVID-19 pandemic, policy and other actions taken in response to the pandemic and their respective extended consequences remain highly uncertain.

This uncertainty itself has impacted our business, including our ability to plan for and execute on strategic initiatives, to take defensive or offensive actions to effectively and efficiently manage risk and to manage the dynamic forces of volatile and tightening labor markets.

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.

Property taxes are also impacted by inflationary changes because taxes in some jurisdictions are regularly reassessed based on changes in the fair value of our properties.

The COVID-19 pandemic and its extended consequences could negatively affect the health, availability and productivity of our current personnel and have impacted our ability to recruit and attract new employees and retain current employees, particularly as remote and hybrid work arrangements and their impact on the market for talent remains uncertain.

We have limited rights to direct or influence the business or operations of the properties in our senior housing operating portfolio.

As of December 31, 2022, Atria managed 242 of our consolidated senior housing communities and Sunrise managed 92 of our consolidated senior housing communities pursuant to long-term management agreements.

As of December 31, 2022, our three largest tenants, Brookdale Senior Living, Ardent and Kindred leased from us 121 properties, 30 properties and 29 properties, respectively.

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

Our tenants, managers and borrowers have, and may continue to seek to, offset losses attributable to the COVID-19 pandemic by obtaining funds under the CARES Act or other similar legislative initiatives at the state and local level.

We cannot determine when or if these government funds will ultimately be received by our tenants, managers and borrowers or whether these funds may materially offset the cash flow disruptions experienced by them.

If they are unable to obtain these funds within a reasonable time period or at all, or the conditions precedent to receiving these funds are overly burdensome or not feasible, it may substantially affect their ability to make payments or perform their obligations when due to us.

We have limited control over the success or failure of our

Our tenants may not renew their leases with us, and our managers may not renew their management agreements with us, beyond their current terms.

Any of the risks described above could be exacerbated by new laws and regulations enacted during the COVID-19 pandemic or otherwise that limit our ability to enforce or terminate a lease, evict a tenant or pursue other remedies against tenants.

For example, our mezzanine loan investments are subordinate to senior and/or secured indebtedness held by other investors that may encumber the same real estate, which may make foreclosing on such loans unfavorable and may afford such other investors the ability to extinguish our rights in the collateral.

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

Any

Damage to our reputation could result in a decrease in the market price

Business Summary and Overview of [removed: 2022][added: 2023]

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 [removed: terms),] [added: terms)] an S&P 500 company, is a real estate investment trust (“REIT”) [removed: operating at the intersection of healthcare] [added: focused on delivering strong, sustainable shareholder returns by enabling exceptional environments that benefit a large] and [removed: real estate.][added: growing aging population.]

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

As of December 31, [removed: 2022,] [added: 2023,] we owned or had investments in approximately [removed: 1,300] [added: 1,400] properties (including properties classified as held for sale).

Our company [removed: was originally founded in 1983 and] is headquartered in Chicago, Illinois with additional corporate offices in Louisville, Kentucky and New York, New York.

We primarily invest in [removed: a diversified] [added: our] portfolio of [removed: healthcare] real estate assets through [removed: wholly owned] [added: wholly-owned] subsidiaries and other co-investment entities.

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

See our Consolidated Financial Statements and the related notes, including “Note 2 – Accounting Policies” and “Note 18 – Segment Information,” included in Part II, Item 8 of this Annual [removed: Report.][added: Report on Form 10-K (the “Annual Report”).]

[removed: We have a] [added: Through VIM, we partner with] third-party institutional [removed: capital management business, Ventas Investment Management (“VIM”), which includes] [added: investors to invest in real estate through various joint ventures and other co-investment vehicles where we are the sponsor or general partner, including] our open-ended investment vehicle, the Ventas Life Science & Healthcare Real Estate Fund (the “Ventas Fund”).

We aim to enhance shareholder value by delivering consistent, superior total returns through a strategy of (1) generating reliable and growing cash flows, (2) maintaining a [removed: balanced, diversified] portfolio of high-quality assets [added: that are unified in serving the large] and [added: growing aging population and] (3) preserving our financial strength, flexibility and liquidity.

See [removed: “Risk Factors” in Part I, Item 1A of this Annual Report and] “Note [removed: 2] [added: 7] – [removed: Accounting Policies - COVID-19 Assessment”] [added: Investments in Unconsolidated Entities”] of the Notes to Consolidated Financial Statements [added: included] in Part II, Item [removed: 8, in each case,] [added: 8] of this Annual Report.

- During the year ended December 31, [removed: 2022,] [added: 2023,] we sold seven senior housing [removed: communities, two MOBs,] [added: communities (four of which were vacant), seven outpatient medical buildings (one of which was vacant),] three [added: research centers, nine] triple-net leased [removed: properties, one vacant] [added: properties (two of which were vacant) and two] land parcel [removed: and one vacant office building] for aggregate consideration of [removed: $115.1] [added: $399.5] million and recognized a [removed: net] gain on the sale of these assets of [removed: $7.8] [added: $62.1] million in our Consolidated Statements of Income.

- As of December 31, [removed: 2022,] [added: 2023,] we had approximately [removed: $2.4] [added: $3.2] billion in liquidity, including availability under our revolving credit facility and cash and cash equivalents on hand, with [removed: $403.0 million] [added: no] borrowings outstanding under our commercial paper [removed: program and modest near-term debt maturing.][added: program.]

[removed: The New Credit Agreement replaces] [added: - On September 6, 2023,] Ventas [removed: Realty’s previous $200.0 million unsecured term loan priced at LIBOR plus 0.90% that matured in 2023 with] [added: Realty entered into] a [removed: new $500.0] [added: $200.0] million unsecured term loan [removed: that matures in 2027 and is initially] priced at [removed: Term] SOFR plus [removed: 0.95%] [added: 0.95%, which is subject to adjustment] based on Ventas Realty’s debt ratings.

*Environmental, Social and [removed: Governance*][added: Governance (“ESG”)*]

- [removed: We hold] [added: As of December 31, 2023, we held] a [removed: 9.8%] [added: 7.5%] ownership interest in Ardent, which entitles us to customary minority rights and protections, [removed: as well as] [added: including] the right to appoint one member to the Ardent Board of Directors.

Our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report have been prepared in accordance with [removed: U.S. generally accepted accounting principles (“GAAP”)] [added: GAAP] set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”).

We believe that the critical accounting policies described below, among others, affect our more significant estimates and judgments used in the preparation [removed: of our financial statements.]

The Consolidated Financial Statements included in Part II, Item 8 of this Annual Report include our accounts and the accounts of our [removed: wholly owned] [added: wholly-owned] subsidiaries and the joint venture entities over which we exercise control.

[removed: Regardless of whether an acquisition is considered a business combination or an asset acquisition, we] [added: We] record the cost of the [removed: businesses or] assets acquired as tangible and intangible assets and liabilities based upon their [removed: estimated] [added: relative] fair values as of the acquisition date.

Estimates of fair value used in our evaluation of investments in real estate are based upon [removed: discounted future cash flow projections,] [added: an income approach,] if necessary, or other acceptable valuation techniques that are based, in turn, upon all available evidence including level three inputs, such as [added: net operating income,] revenue and expense growth rates, estimates of future cash flows, capitalization rates, discount rates, general economic conditions and trends, or other available market data such as replacement cost or comparable sales.

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

In our triple-net leased properties [removed: reportable business] segment, we invest in and own senior housing [added: communities, skilled nursing facilities (“SNFs”), long-term acute care facilities (“LTACs”), freestanding inpatient rehabilitation facilities (“IRFs”)] and [added: other] healthcare [removed: properties] [added: facilities] throughout the United States and the United Kingdom and lease those properties to [removed: healthcare operating companies] [added: tenants] under triple-net or absolute-net leases that obligate the tenants to pay all property-related [removed: expenses.][added: expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures.]

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

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

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

The table below shows our results of operations for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] and the effect of changes in those results from period to period on our net income attributable to common stockholders (dollars in [removed: thousands).][added: thousands):]

| | | | [removed: 2022 | | | | | | 2021] [added: 2023] | | | | | | [removed: $] [added: 2022] | | | | | | [removed: %] [added: 2021] | | |

| Triple-net leased properties | | | [removed: 582,853] [added: 604,651] | | | | | | [removed: 638,488] [added: 582,853] | | | | | | [removed: (55,635)] [added: 21,798] | | | | | | [removed: (8.7)] [added: 3.7] | | |

| [removed: Total] NOI | | | [removed: 1,842,640 | | | | | | 1,724,701] [added: $] | [added: 1,925,167] | | | | | [removed: 117,939] [added: $] | [added: 1,842,640] | | | | | [removed: 6.8] [added: $] | [added: 1,724,701] | |

| Interest and other income | | | [removed: 3,635 | | | | | | 14,809] [added: (11,414)] | | | | | | [removed: (11,174)] [added: (3,635)] | | | | | | [removed: (75.5)] [added: (14,809)] | | |

| Interest expense | | | [removed: (467,557) | | | | | | (440,089)] [added: 574,112] | | | | | | [removed: (27,468)] [added: 467,557] | | | | | | [removed: (6.2)] [added: 440,089] | | |

| Depreciation and amortization | | | [removed: (1,197,798) | | | | | | (1,197,403)] [added: 1,392,461] | | | | | | [removed: (395)] [added: 1,197,798] | | | | | | [removed: —] [added: 1,197,403] | | |

| General, administrative and professional fees | | | [removed: (144,874) | | | | | | (129,758)] [added: 148,876] | | | | | | [removed: (15,116)] [added: 144,874] | | | | | | [removed: (11.6)] [added: 129,758] | | |

| [removed: Loss] [added: (Gain) loss] on extinguishment of debt, net | | | [removed: (581) | | | | | | (59,299)] [added: (6,104)] | | | | | | [removed: 58,718] [added: 581] | | | | | | [removed: 99.0] [added: 59,299] | | |

| Allowance on loans receivable and investments | | | [removed: (19,757) | | | | | | 9,082] [added: (20,270)] | | | | | | [removed: (28,839)] [added: 19,757] | | | | | | [removed: (317.5)] [added: (9,082)] | | |

| Loss before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests | | | [removed: (94,137)] [added: (115,581)] | | | | | | [removed: (162,385)] [added: (94,137)] | | | | | | [removed: 68,248] [added: (21,444)] | | | | | | [removed: 42.0] [added: (22.8)] | | |

| Income from unconsolidated entities | | | [removed: 28,500 | | | | | | 4,983] [added: (13,626)] | | | | | | [removed: 23,517] [added: (28,500)] | | | | | | [removed: nm] [added: (4,983)] | | |

| Gain on real estate dispositions | | | [removed: 7,780 | | | | | | 218,788] [added: (62,119)] | | | | | | [removed: (211,008)] [added: (7,780)] | | | | | | [removed: (96.4)] [added: (218,788)] | | |

| Income tax [removed: benefit (expense) | | | 16,926 | | |] [added: (benefit) expense] | | | [removed: (4,827)] [added: (9,539)] | | | | | | [removed: 21,753] [added: (16,926)] | | | | | | [removed: nm] [added: 4,827] | | |

We elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code (the “Code”), commencing with our taxable year ended December 31, 1999.

Provided we qualify for taxation as a REIT, we generally will not be required to pay U.S. federal corporate income taxes on our REIT taxable income that is currently distributed to our stockholders.

In order to maintain our qualification as a REIT, we must satisfy a number of highly technical requirements, which impact how we invest in, operate or manage our assets.

See “Risk Factors—Our REIT Status Risks” included in Part I, Item 1A of this Annual Report.

Non-segment assets consist primarily of corporate assets, including cash, restricted cash, loans receivable and investments and miscellaneous accounts receivable as well as investments in unconsolidated entities.

In addition, from time to time, we make secured and unsecured loans and other investments relating to real estate or operators.

Our chief operating decision maker evaluates performance of the combined properties in each operating segment and determines how to allocate resources to these segments, in significant part, based on NOI and related measures for each segment.

For a discussion of our definition of NOI and for a reconciliation of NOI to our net income attributable to common stockholders, as computed in accordance with U.S. generally accepted accounting principles (“GAAP”), see “—Non-GAAP Financial Measures.”

We also have investments in unconsolidated entities, including through our third-party institutional capital management business, Ventas Investment Management (“VIM”).

The following table summarizes information for our reportable business segments and non-segment assets for the year ended December 31, 2023 (dollars in thousands):

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Segment | | | | | | Total NOI (1) | | | | | | Percentage of Total NOI | | | | | | Number of Properties | | |

| Senior housing operating portfolio (SHOP) | | | | | | $ | 711,407 | | | | | 37 | | % | | | | 587 | | |

| Outpatient medical and research portfolio | | | | | | 576,932 | | | | | | 30 | | % | | | | 437 | | |

| Triple-net leased properties | | | | | | 604,651 | | | | | | 31 | | % | | | | 331 | | |

| Non-segment (2) | | | | | | 32,177 | | | | | | 2 | | % | | | | — | | |

| | | | | | | $ | 1,925,167 | | | | | 100 | | % | | | | 1,355 | | |

(1) “NOI” is defined as total revenues, less interest and other income, property-level operating expenses and third-party capital management expenses.

See “Non-GAAP Financial Measures” included elsewhere in this Annual Report for additional disclosure and a reconciliation of net income attributable to common stockholders, as computed in accordance with GAAP, to NOI.

(2) NOI for non-segment includes management fees and promote revenues, net of expenses related to our third-party institutional capital management business, income from loans and investments and various corporate-level expenses not directly attributable to any of our three reportable business segments.

2024 Market Trends

Our operations have been and are expected to continue to be impacted by economic and market conditions.

For instance, in senior housing, our operators have experienced expense pressures, due in part to increased inflation and low unemployment.

While there have been signs that expense pressures are moderating, there can be no assurance that this will continue to be the case.

We expect senior housing to benefit from strong supply/demand fundamentals, including robust projected demand growth combined with low projected supply growth.

Senior housing is expected to benefit from a large and growing aging demographic in the United States, with the 80+ population anticipated to grow by more than 24% through 2029.

United States senior housing construction starts are at their lowest point since 2009.

Continual improvement in the performance and growth of our business will also depend on the broader macroeconomic environment, including interest rates, inflation and GDP growth.

See “Risk Factors” in Part I, Item 1A of this Annual Report for additional discussion of risks affecting our business.

Select 2023 and Early 2024 Highlights

- During the year ended December 31, 2023, we committed to an outpatient medical ground-up development located on the Sutter Roseville Medical Center campus in Roseville, California.

The $61.8 million project includes the development of a new class A outpatient medical building and is 100% pre-leased to affiliates of Sutter Health for a 15-year lease term.

- On May 1, 2023, we took ownership of the properties that supported our cash-pay non-recourse mezzanine loan to Santerre Health Investors (the “Santerre Mezzanine Loan”) by converting the outstanding principal amount of the Santerre Mezzanine Loan to equity, with no additional consideration being paid.

As a result, the Santerre Mezzanine Loan is no longer outstanding.

The properties consisted of a diverse pool of outpatient medical buildings, senior housing operating portfolio communities, triple-net leased skilled nursing facilities and hospital assets in the United States, which, at the time, also secured a $1 billion non-recourse senior mortgage loan issued under the CHC Commercial Mortgage Trust 2019-CHC (the “CHC Mortgage Loan”).

- In connection with our equitization of the Santerre Mezzanine Loan on May 1, 2023, during the year ended December 31, 2023, we reversed the $20.0 million allowance recognized as of December 31, 2022 and recognized a gain on foreclosure of real estate of $29.1 million in our Consolidated Statements of Income.

The gain is the fair value of the properties that secured the Santerre Mezzanine Loan, less the fair value of the CHC Mortgage Loan, less the principal amount of the Santerre Mezzanine Loan on May 1, 2023 (after the reversal of previously recorded allowances), and net of non-real estate assets and liabilities and transaction costs.

*•*In January 2024, we closed on the acquisition of a Class A senior housing community reported within our SHOP segment for $36.0 million.

- In March 2023, we entered into a new five year C$271.8 million mortgage loan secured by 14 SHOP communities in Canada at an effective fixed rate of 4.36%.

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 SHOP reportable business segment.

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.

Select 2022 Highlights

- During the year ended December 31, 2022, for an aggregate purchase price of $453.2 million, we acquired 18 MOBs leased to affiliates of Ardent, one behavioral health center, one research and innovation center (all of which are reported within our office operations segment) and two senior housing communities (which are reported within our SHOP segment).

- 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.

- 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.

- As of December 31, 2022, we have $1.0 billion remaining under our “at-the-market” equity offering program (“ATM program”), under which we may sell up to $1.0 billion aggregate gross sales price of 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 on or before January 2, 2022.

ESL ceased operation of its management business in early 2022 following completion of the transitions.

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

- During 2022, we continued our leadership in ESG, receiving numerous recognitions and accolades, including the 2022 Nareit Health Care “Leader in the Light” award for a sixth consecutive year, the 2023 Bloomberg Gender-Equality Index for the fourth consecutive year, the 2022 Dow Jones Sustainability 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.

- 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.

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.

As of December 31, 2022, we operated through three reportable business segments: triple-net leased properties, SHOP and office operations.

| 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) | | |

| Transaction expenses and deal costs | | | (51,577) | | | | | | (47,318) | | | | | | (4,259) | | | | | | (9.0) | | |

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

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

| Resident fees and services | | | $ | 2,651,886 | | | | | $ | 2,270,001 | | | | | $ | 381,885 | | | | | 16.8 | | % |

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

The increase in our SHOP reportable business NOI in 2022 over the prior year was driven by acquisitions, primarily the acquisition of over 100 independent living communities from New Senior Investment Inc. in September 2021, positive trends in occupancy and revenue, the transition of assets from our triple-net leased properties to our SHOP reportable business segment and higher government assistance received, partially offset by higher property-level operating expenses, driven by macro inflationary impacts primarily on labor, utilities and food costs.

| Resident fees and services | | | $ | 1,891,918 | | | | | $ | 1,729,195 | | | | | $ | 162,723 | | | | | 9.4 | | % |

| Less: Property-level operating expenses | | | (1,388,495) | | | | | | (1,311,958) | | | | | | (76,537) | | | | | | (5.8) | | |

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

As of December 31, [removed: 2022,] [added: 2023,] we owned or had investments in approximately [removed: 1,300] [added: 1,400] properties (including properties classified as held for sale).

Our company [removed: was originally founded in 1983 and] is headquartered in Chicago, Illinois with additional corporate offices in Louisville, Kentucky and New York, New York.

We primarily invest in [removed: a diversified] [added: our] portfolio of [removed: healthcare] real estate assets through [removed: wholly owned] [added: wholly-owned] subsidiaries and other co-investment entities.

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

[removed: As of December 31, 2022, we leased a total of 326 properties (excluding] [added: We lease those] properties [removed: within our office operations reportable business segment)] to [removed: various healthcare operating companies] [added: tenants] 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.

[removed: Our three largest tenants,] [added: The properties we lease to] Brookdale Senior [removed: Living] [added: Living,] Inc. (together with its subsidiaries, [removed: “Brookdale Senior Living”),] [added: “Brookdale”),] Ardent Health Partners, LLC (together with its subsidiaries, “Ardent”) and Kindred Healthcare, LLC (together with its subsidiaries, [removed: “Kindred”),] [added: “Kindred”) accounted for a significant portion of our triple-net] leased [removed: from us 121 properties, 30] properties [added: segment revenues] and [removed: 29 properties, respectively, as of] [added: NOI for the year ended] December 31, [removed: 2022.][added: 2023.]

Through our Lillibridge [removed: Healthcare Services, Inc. (“Lillibridge”)] subsidiary and our [added: 50%] ownership interest in PMB Real Estate Services LLC (“PMBRES”), [added: a property management platform in which] we [added: hold an ownership interest, we] also provide [removed: office] [added: outpatient medical building and research center] management, leasing, marketing, facility development and advisory services to highly rated hospitals and health systems [added: and universities, academic medical centers, biotech and other similar companies] throughout the United States.

In addition, from time to time, we make secured and unsecured loans and other investments relating to [removed: healthcare] real estate or operators.

[removed: We have a] [added: Through VIM, we partner with] third-party institutional [removed: capital management business, Ventas Investment Management (“VIM”), which includes] [added: investors to invest in real estate through various joint ventures and other co-investment vehicles where we are the sponsor or general partner, including] 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 [removed: healthcare] real estate through various joint ventures and other co-investment [removed: vehicles where we are the sponsor or general partner.][added: vehicles.]

We aim to enhance shareholder value by delivering consistent, superior total returns through a strategy of (1) generating reliable and growing cash flows, (2) maintaining a [removed: balanced, diversified] portfolio of high-quality assets [added: that are unified in serving the large] and [added: growing aging population and] (3) preserving our financial strength, flexibility and liquidity.

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

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

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

The following table summarizes [added: information for] our [removed: consolidated portfolio of properties and other investments, including construction in progress, as of] [added: reportable business segments] and [added: non-segment assets] for the year ended December 31, [removed: 2022] [added: 2023] (dollars in thousands):

[removed: Our] [added: The] senior housing communities [added: in our SHOP segment] include independent living communities, assisted living communities, memory care communities and continuing care retirement communities.

Assisted living communities typically offer [added: similar services as independent living communities, plus] 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.

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 [removed: or] [added: and] skilled nursing units.

[removed: Typically, our MOBs,] [added: Our outpatient medical buildings,] which are predominantly located on or contiguous to a health system campus, are [added: generally] multi-tenant properties leased to [added: health systems and] 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.

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

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

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

While these properties [added: may] have [added: certain] characteristics similar to commercial office buildings, they generally contain more advanced electrical, mechanical, heating, ventilating and air conditioning systems.

In many instances, research [removed: and innovation] center tenants make significant investments to improve their leased space, in addition to landlord improvements, to accommodate biology, chemistry or medical device research initiatives.

Our research [removed: and innovation] centers are often located on or contiguous to university and academic medical campuses.

LTACs [removed: have a Medicare average length of stay of greater than 25 days and] [added: typically] serve medically complex, chronically ill patients who require a high [removed: level] [added: 1evel] of monitoring and specialized care, but whose conditions do not necessitate the continued services of an intensive care [removed: unit.][added: unit and have a Medicare average length of stay of greater than 25 days.]

The [removed: operators] [added: tenants] of these LTACs have the capability to treat patients who suffer from multiple systemic failures or conditions such as neurological disorders, head injuries, brain stem and spinal cord trauma, cerebral vascular accidents, chemical brain injuries, central nervous system disorders, developmental anomalies and cardiopulmonary disorders.

[removed: We also own seven freestanding inpatient rehabilitation facilities (“IRFs”)] [added: IRFs are] devoted to the rehabilitation of patients with various neurological, musculoskeletal, orthopedic and other medical conditions following stabilization of their acute medical issues.

[removed: Health systems] [added: Other healthcare facilities, such as short term acute care hospitals,] provide medical and surgical services, including inpatient care, intensive care, cardiac care, diagnostic services and emergency services.

These [removed: health systems] [added: other healthcare facilities] also provide outpatient services such as outpatient surgery, laboratory, radiology, respiratory therapy, cardiology and physical therapy.

Charges for [removed: these] services [added: provided at SNFs, LTACs, IRFs and other healthcare facilities] are generally paid from a combination of government [removed: reimbursement] [added: reimbursement, commercial insurance] and [added: other] private sources.

Our loans receivable and investments generally provide us with interest income and [removed: fees,] [added: fees] and are often [added: secured by mortgage liens or leasehold mortgages on the underlying properties and corporate or personal guarantees by affiliates of the borrowing entity.]

[removed: We] [added: For example, we] are party to certain agreements that obligate us to develop [added: senior housing or other] properties funded through capital that we and, in certain circumstances, our joint venture partners provide.

In addition, from time to time, we engage in redevelopment projects with respect to our existing [removed: properties] [added: senior housing communities, outpatient medical buildings and research centers] to maximize the value, increase [removed: net operating income (“NOI,” which is defined as total revenues, excluding interest and other income, less property-level operating expenses and third party capital management expenses),] [added: NOI,] maintain a market-competitive position, achieve property stabilization or change the primary use of the property.

Our portfolio of assets is broadly diversified by geographic location throughout the United States, Canada and the United Kingdom, with properties in only one state (California) accounting for more than 10% of our total continuing revenues and NOI for the year ended December 31, [removed: 2022.][added: 2023.]

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” included in Part II, Item 7 of this Annual Report for additional disclosure and reconciliations of net income attributable to common stockholders, as computed in accordance with [removed: U.S. generally accepted accounting principles (“GAAP”),] [added: GAAP,] to NOI.

Non-segment [removed: assets, classified as “Non-segment,”] [added: assets] consist primarily of corporate assets, including cash, restricted cash, loans receivable and investments and miscellaneous accounts receivable.

Our chief operating decision maker evaluates performance of the combined properties in each [removed: reportable business] [added: operating] segment and determines how to allocate resources to these segments, in significant part, based on NOI and related [removed: measures.][added: measures for each segment.]

For [removed: further information regarding our business segments and] a discussion of our definition of [removed: NOI, see “Note 18 – Segment Information” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report] [added: NOI] and for a reconciliation of NOI to our net income attributable to common stockholders, as computed in accordance with [removed: GAAP,] [added: U.S. generally accepted accounting principles (“GAAP”),] see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

Ventas, Inc., an S&P 500 company, is a real estate investment trust (“REIT”) focused on delivering strong, sustainable shareholder returns by enabling exceptional environments that benefit a large and growing aging population.

In order to maintain our qualification as a REIT, we must satisfy a number of highly technical requirements, which impact how we invest in, operate or manage our assets.

See “Risk Factors—Our REIT Status Risks” included in Part I, Item 1A of this Annual Report.

Non-segment assets consist primarily of corporate assets, including cash, restricted cash, loans receivable and investments and miscellaneous accounts receivable as well as investments in unconsolidated entities.

We also have investments in unconsolidated entities, including through our third-party institutional capital management business, Ventas Investment Management (“VIM”).

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Segment | | | | | | Total NOI (1) | | | | | | Percentage of Total NOI | | | | | | Number of Properties | | |

| Outpatient medical and research portfolio | | | | | | 576,932 | | | | | | 30 | | % | | | | 437 | | |

| Non-segment (2) | | | | | | 32,177 | | | | | | 2 | | % | | | | — | | |

| | | | | | | $ | 1,925,167 | | | | | 100 | | % | | | | 1,355 | | |

(1) “NOI” is defined as total revenues, less interest and other income, property-level operating expenses and third-party capital management expenses.

See “Non-GAAP Financial Measures” included elsewhere in this Annual Report for additional disclosure and a reconciliation of net income attributable to common stockholders, as computed in accordance with GAAP, to NOI.

(2) NOI for non-segment includes management fees and promote revenues, net of expenses related to our third-party institutional capital management business, income from loans and investments and various corporate-level expenses not directly attributable to any of our three reportable business segments.

Aiming to Maintain a Portfolio of High-Quality Assets Unified in Serving the Large and Growing Aging Population

We aim to maintain a portfolio of high-quality assets that are unified in serving the large and growing aging population and well positioned to capitalize on compelling demographic demand.

Our portfolio is curated across geographies, property types, business models and strategic partnerships to enhance the reliability of our cash flows and mitigate risk, including by reducing our exposure to any particular property type, market, or individual tenant, borrower or manager.

Our Businesses

We participate directly in the financial performance of the communities’ operations and are generally responsible for all operational costs, expenses and other liabilities.

We also typically engage third-party managers to operate the communities on our behalf but generally hold applicable healthcare licenses and enroll in applicable government healthcare programs on behalf of the communities in our SHOP segment.

Because we have elected to be taxed as a REIT, we are subject to various restrictions impacting how we invest in, operate or manage our properties, including the senior housing communities in our SHOP segment.

Some of those restrictions depend on whether a senior housing community is treated as a “qualified healthcare property” under the REIT rules.

Senior housing communities that are not “qualified healthcare properties” may be managed by us directly through a taxable REIT subsidiary or by a third-party manager.

Senior housing communities in our SHOP segment that are “qualified healthcare properties” generally must be owned by us in a structure where we engage a third-party manager to manage and operate the senior housing communities, including for purposes of procuring supplies, hiring and training all employees, entering into all third-party contracts for the benefit of the property, including resident/patient agreements, complying with laws and regulations, including but not limited to healthcare laws, and providing resident care and services, in exchange for a management fee.

We nonetheless participate directly in the financial performance of the communities’ operations and are generally responsible for all operational costs, expenses and other risks and liabilities.

See “Risk Factors—Risks Related to Our Business Operations and Strategy—Our third-party managers and tenants operate or exert substantial control over the properties that they manage for or rent from us, which limits our control and influence over operations and results.” including in Part I, Item 1A of this Annual Report.

See also “Risk Factors—Risks Related to Our Business Operations and Strategy—Our operating assets may expose us to various operational risks, liabilities and claims that could adversely affect our ability to generate revenues or increase our costs and could adversely affect our business, financial condition and results of operations.” included in Part I, Item 1A of this Annual Report.

We treat most of the senior housing communities in our SHOP segment as qualified healthcare properties that generally must be owned in a structure where we engage a third-party manager to manage and operate the senior housing communities.

See “—Government Regulation—Tax Regulation included in Part I, Item 1 of this Annual Report.”

As of December 31, 2023, 23 third-party operators managed 587 properties in our SHOP segment on our behalf.

The following table provides information regarding our significant SHOP operator concentration as of and for the year ended December 31, 2023 (excluding properties owned by investments in unconsolidated real estate entities):

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Percentage of Total NOI | | | | | | Number of Properties | | | | | | Percentage of Total Properties | | |

| Atria Senior Living, Inc. | | | 20.1 | | % | | | | 216 | | | | | | 15.9 | | % |

| Sunrise Senior Living, LLC | | | 4.5 | | % | | | | 92 | | | | | | 6.8 | | % |

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

Outpatient Medical and Research Portfolio

In our triple-net leased properties segment, we invest in and own senior housing communities, skilled nursing facilities (“SNFs”), long-term acute care facilities (“LTACs”), freestanding inpatient rehabilitation facilities (“IRFs”) and other healthcare facilities throughout the United States and the United Kingdom.

The senior housing communities in our triple-net leased properties segment may include independent living communities, assisted living communities, memory care communities and continuing care retirement communities, which are described in more detail above in “Senior Housing Operating Portfolio (SHOP).” Unlike the senior housing properties in our SHOP segment, the senior housing properties in our triple-net leased segment are leased to tenants under triple-net or absolute-net leases (as opposed a structure through which we can participate directly in the cash flow of the properties’ operations).

Ventas, Inc., an S&P 500 company, is a real estate investment trust (“REIT”) operating at the intersection of healthcare and real estate.

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 SHOP reportable business segment.

As of December 31, 2022, pursuant to long-term management agreements, we engaged independent operators, such as Atria Senior Living, Inc. (together with its subsidiaries, including Holiday Retirement (“Holiday”), “Atria”) and Sunrise Senior Living, LLC (together with its subsidiaries, “Sunrise”), to manage 553 senior housing communities in our SHOP 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.

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

See “Risk Factors” in Part I, Item 1A, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 and “Consolidated Financial Statements and the related notes thereto” included in Part II, Item 8, in each case, of this Annual Report.

Aiming to maintain a Balanced, Diversified Portfolio of High-Quality Assets

We 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 because we believe such approach diminishes the risk that any single factor or event could materially harm our business.

Portfolio Summary

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | Real Estate Investments | | | | | | | | | | | | | | | | | | Revenues | | | | | | | | |

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

| 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 | | |

| Inpatient rehabilitation facilities (IRFs) and long-term acute care facilities (LTACs) | | | | | | 36 | | | | | | 3,091 | | | | | | 467,427 | | | | | | 1.6 | | | | | | 151.2 | | | | | | 164,208 | | | | | | 4.0 | | |

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

| Skilled nursing facilities (SNFs) | | | | | | 16 | | | | | | 1,732 | | | | | | 193,808 | | | | | | 0.6 | | | | | | 111.9 | | | | | | 25,119 | | | | | | 0.6 | | |

| Development properties and other | | | | | | 11 | | | | | | | | | | | | 209,306 | | | | | | 0.7 | | | | | | | | | | | | | | | | | | | | |

| Total real estate investments, at cost | | | | | | 1,237 | | | | | | | | | | | | $ | 30,114,599 | | | | | 100.0 | | % | | | | | | | | | | | | | | | | | | |

| Income from loans and investments | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 48,160 | | | | | | 1.2 | | |

| Interest and other income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,635 | | | | | | 0.1 | | |

| Revenues related to assets classified as held for sale | | | | | | 3 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 0.0 | | |

| Total revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 4,129,193 | | | | | 100.0 | | % |

(1)Our consolidated properties were located in 47 states, the District of Columbia, seven Canadian provinces and the United Kingdom.

(2)Senior housing communities are generally measured in units; MOBs and research and innovation centers are measured by square footage; and IRFs and LTACs, health systems and SNFs are generally measured by licensed bed count.

(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.

Through Lillibridge, we also provided management and leasing services for 51 MOBs owned by third parties as of December 31, 2022.

In addition, as of December 31, 2022, we owned nine senior housing communities, 14 life science, research and innovation centers, three MOBs and five properties under development through investments in unconsolidated real estate entities, primarily through our VIM business.

Senior Housing Communities

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.

Medical Office Buildings

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

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.

Life Science, Research and Innovation Centers

| | | | For the year ended December 31, [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | | | |

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting [removed: company] [added: company,] or an emerging growth company.

See [added: the] definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 [removed: § 240.10D-1(b).][added: §240.10D-1(b).]

The aggregate market value of shares of the registrant’s common stock held by non-affiliates of the registrant on June 30, [removed: 2022,] [added: 2023,] based on a closing price of the common stock of [removed: $51.43] [added: $47.27] as reported on the New York Stock Exchange, was [removed: $17.1] [added: $18.9] billion.

As of February [removed: 3, 2023,] [added: 7, 2024,] there were [removed: 399,993,581] [added: 402,461,579] shares of the registrant’s common stock outstanding.

Portions of the registrant’s definitive Proxy Statement for the [removed: 2023] [added: 2024] 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 Commission within 120 days of the registrant’s fiscal year ended December 31, [removed: 2022.][added: 2023.]

This Annual Report [removed: on Form 10-K] includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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 “assume,” “may,” “will,” “project,” “expect,” “believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,” “plan,” “potential,” [added: “opportunity,”] “estimate,” “could,” “would,” “should” and other comparable and derivative terms or the negatives thereof.

[removed: The forward-looking] [added: Forward-looking] statements are based on management’s beliefs as well as on a number of assumptions concerning future events.

[removed: You are urged] [added: We urge you] to carefully review the disclosures we make concerning risks and uncertainties that may affect our business and future financial performance, including those made below under “Summary Risk Factors” and in “Item 1A, Risk Factors” in this report.

- The [removed: ongoing] [added: secondary and tertiary effects of the] COVID-19 pandemic [removed: and its extended consequences have had and] may continue to have a material adverse effect on [removed: our business; and][added: us.]

- There is a high degree of uncertainty regarding the implementation and impact of the CARES Act and other pandemic-related [removed: legislation and any future COVID-19 relief measures.][added: legislation.]

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

- Macroeconomic conditions and other events or occurrences that affect areas in which our properties are geographically concentrated may impact financial [removed: results;][added: results.]

The loss of any one of our key personnel or the inability to maintain appropriate staffing could adversely impact our [removed: business;][added: business.]

- Our operating assets may expose us to various operational risks, liabilities and claims that could adversely affect our ability to generate revenues or increase our [removed: costs;][added: costs and could adversely affect us.]

- A significant portion of our revenues and operating income is dependent on a limited number of tenants and [removed: managers; if our tenants’, managers’ or borrowers’ financial condition or business prospects deteriorate, it could adversely affect our business;][added: managers.]

- We face potential adverse consequences from the bankruptcy, insolvency or financial deterioration of our tenants, [removed: managers or borrowers;][added: managers, borrowers and other obligors.]

- We may be required to recognize reserves, allowances, credit losses or impairment [removed: charges;][added: charges.]

- 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 [removed: expenses;][added: expenses, which could adversely affect us.]

- 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 [removed: investment;][added: investment.]

- We are vulnerable to adverse changes affecting our specific asset classes and the real estate industry [removed: generally;][added: generally.]

- To the extent that we or our tenants, managers and borrowers are unable to navigate successfully the trends impacting our or their businesses and the industries in which we or they operate, we may be adversely [removed: affected;][added: affected.]

- The hospitals on or near the campuses where our [added: outpatient] medical [removed: office] buildings are located and their affiliated health systems may not remain competitive or financially [removed: viable;][added: viable.]

- Our [removed: life science,] research [removed: and innovation] tenants face unique levels of expense and [removed: uncertainty;][added: uncertainty.]

- Increased construction and development in the markets in which our properties are located could adversely affect our future occupancy rates, operating margins and [removed: profitability;][added: profitability.]

- Merger, acquisition and investment activity in our industries resulting in a change of control of, or a competitor’s investment in, one or more of our tenants, managers or borrowers could adversely affect [removed: our business;][added: us.]

- Our ongoing strategy depends, in part, upon identifying and consummating future acquisitions and investments and effectively managing our expansion [removed: opportunities;][added: opportunities.]

- Our investments [added: in] and acquisitions [added: of properties] may be unsuccessful or fail to meet our [removed: expectations;][added: expectations.]

- Our investments in co-investment vehicles, joint ventures and minority interests may subject us to risks and [removed: liabilities that we would not otherwise face;][added: liabilities.]

- Damage to our reputation could adversely affect our business, financial condition or result of [removed: operations;][added: operations.]

- Development, redevelopment and construction risks could affect our [removed: profitability;][added: profitability.]

- 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;][added: projects.]

- 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 [removed: properties;][added: properties.]

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

- Market conditions and the actual and perceived state of the capital markets generally could negatively impact [removed: our business;][added: us.]

- We are exposed to increases in interest rates, which could reduce our profitability and adversely impact our ability to refinance existing debt, sell assets or engage in acquisition, investment, development and redevelopment activity, and our decision to hedge against interest rate risk might not be [removed: effective;][added: effective.]

- We have a significant amount of outstanding indebtedness and may incur additional indebtedness in the [removed: future;][added: future.]

- Our third-party managers and tenants operate or exert substantial control over the properties that they manage for or rent from us, which limits our control and influence over operations and results.

- If our tenants’, managers’ or borrowers’ financial condition or business prospects deteriorate, we could be adversely affected.

- We rely on relationships with universities, and changes in our relationships with those universities could adversely affect us.

- We and our tenants, managers and borrowers may be adversely affected by complex and evolving laws and regulations regarding data privacy and cybersecurity.

- The occurrence of cybersecurity incidents could disrupt our operations or the operations of the third parties with whom we do business, invest in or lend to, result in the loss of confidential or personal information or damage our or their business relationships and reputation.

- The amount and scope of insurance coverage provided by our policies and policies maintained by our tenants, managers or other counterparties may not adequately insure against losses.

- Failure to maintain effective internal controls could harm our business, results of operations and financial condition.

- To preserve our qualification as a REIT, our certificate of incorporation contains ownership limits with respect to our capital stock that may delay, defer or prevent a change of control of our company.

| [PART I](#idce8e59dd6374f9ca4081740fbf43140_16) | | | | | | | | |

| Item 1C. | | | [Cybersecurity](#idce8e59dd6374f9ca4081740fbf43140_2143) | | | [39](#idce8e59dd6374f9ca4081740fbf43140_2143) | | |

| [PART II](#idce8e59dd6374f9ca4081740fbf43140_37) | | | | | | | | |

| [PART III](#idce8e59dd6374f9ca4081740fbf43140_214) | | | | | | | | |

| [PART IV](#idce8e59dd6374f9ca4081740fbf43140_232) | | | | | | | | |

*Risks Related to COVID-19 Pandemic*

- Third parties must operate our non-Office assets, limiting our control and influence over operations and results;

- The phasing out of LIBOR may affect our financial results; and

- Our business could be harmed by liabilities or damages from environmental problems, cyber incidents, insufficiencies in insurance coverages or a failure to maintain effective internal controls.

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

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

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

| [PART IV](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_229) | | | | | | | | |

Our business is subject to risk from cybersecurity threats and incidents, including attempts to gain unauthorized access to our systems and networks, or those of our managers, venture partners and third-party vendors and service providers, to disrupt operations, corrupt data or steal confidential or personal information and other cybersecurity breaches.

Ventas considers cybersecurity risk a serious threat to our assets and our people and has put processes in place designed to mitigate the risk and impact of any such cybersecurity threat or incident.

Risk Management and Strategy

As part of our cybersecurity risk management process, we:

- Periodically review and implement procedures that endeavor to follow the cybersecurity standards set forth by the National Institute of Standards and Technology, including procedures with respect to evaluation and monitoring of cybersecurity threats and incidents;

- Engage third-party security firms to monitor and respond to cybersecurity threats and incidents, including those associated with our use of third-party vendors and service providers, and conduct periodic penetration tests with the aim of identifying and remediating vulnerabilities.

- Periodically evaluate and assess cybersecurity risks associated with our use of key third-party business partners, vendors and service providers.

However, we do not control the cybersecurity plans and systems put in place by such third parties and we may have limited contractual protections with such third parties, such as indemnification obligations to us, which could cause us to be negatively impacted as a result;

- Provide employees with the training, tools and resources designed to protect the Company from cybersecurity threats and incidents and to identify and report such threats and incidents.

Our employees receive training and testing on cybersecurity protocols throughout the year, including monthly anti-phishing campaigns, periodic live training programs and mandatory annual training and assessments with passing requirements.

Each employee periodically acknowledges that they have read, understood and will abide by the Company’s cybersecurity policies; and

- Seek to minimize the amount of personal information collected to support business needs and use storage and transfer protocols leveraging encryption of critical information, including confidential or personal information.

Our processes for assessing, identifying, and managing material risks from cybersecurity threats and incidents are integrated into our multi-disciplinary enterprise risk management (“ERM”) process.

Our ERM process is managed through our ERM Committee, which we have established to assess, identify and manage enterprise-wide risks to our Company, and is comprised of personnel from our senior leadership team.

The ERM Committee is convened at least quarterly to review and update our top risks, including cybersecurity risks.

Existing risks are evaluated for changes, and mitigation strategies are discussed as needed.

New risks are discussed and evaluated for consideration as a top risk.

Results are discussed with our Board of Directors at quarterly Board meetings as needed.

The Company has not identified any cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect the Company, including with respect to our business strategy, results of operations, or financial condition.

While we have implemented measures designed to help mitigate the risk from cybersecurity threats and incidents, we cannot guarantee that we or our tenants, managers or business partners will be successful in preventing a cybersecurity incident, which could result in a data center outage, disrupt our systems and operations or the systems and operations of our tenants, managers or business partners, compromise the confidential or personal information of our employees, partners or the residents

in our senior housing communities and damage our business relationships and reputation.

For example, in November 2023, Ardent became aware of a cybersecurity incident, which Ardent determined to be a ransomware attack and which resulted in disruptions to certain aspects of Ardent’s clinical and financial operations.

Although we have implemented various measures designed to manage risks relating to these types of events, these measures and the systems supporting them could prove to be inadequate and, if compromised, could become inoperable for extended periods of time, cease to function properly or fail to adequately secure confidential or personal information.

See “Risk Factors—Our Legal, Compliance and Regulatory Risks—The occurrence of cybersecurity incidents could disrupt our operations or the operations of the third parties with whom we do business, invest in or lend to, result in the loss of confidential or personal information or damage our or their business relationships and reputation.

included in Part I, Item 1A of this Annual Report.

Governance

Our Board of Directors, directly and through its committees, routinely discusses significant enterprise risks with management and reviews the procedures we have in place designed to manage those risks.

At Board and committee meetings, directors engage in analyses and dialogue regarding specific areas of cybersecurity risk, including those identified through our ERM process.

In addition to the overall risk oversight function administered directly by our Board, the Audit and Compliance Committee of our Board also exercises oversight over managing the Company’s cybersecurity risks.

Management briefs the Audit and Compliance Committee at least once a year on cybersecurity controls, protocols, risk assessments and mitigation measures.

Our management has primary responsibility for identifying, assessing and managing our exposure to cybersecurity threats and incidents, subject to oversight by our Board of Directors of the processes we establish to assess, monitor and mitigate that exposure.

Our Chief Information Officer oversees our Information Technology Team and is responsible for the development and implementation of strategy for our information systems, networks, infrastructure, cybersecurity and data analytics.

She has more than 25 years of experience in the field of information technology and is a member of our senior leadership team.

If a potentially material cybersecurity threat or incident is identified or discovered, the Company’s Information Technology Team will notify our Chief Executive Officer, Chief Financial Officer, General Counsel and other relevant business executives.

Our Chief Information Officer will work with the appropriate leaders and employees in any impacted business groups, as well as appropriate personnel in our finance, legal and other impacted departments, to assess the risks to the Company and potential impact while determining appropriate remediation steps.

If management determines that a cybersecurity threat or incident could be material to the Company, our management will notify the Audit and Compliance Committee, who will then escalate the risk to our full Board of Directors, depending on management’s assessment of the risk.

Senior Housing and [removed: Healthcare] [added: Other] Properties

As of December 31, [removed: 2022,] [added: 2023,] we owned or had investments in approximately [removed: 1,300] [added: 1,400] properties (including properties classified as held for sale), consisting of senior housing communities, [added: outpatient] medical [removed: office buildings (“MOBs”), life science,] [added: buildings,] research [removed: and innovation] centers, hospitals and other healthcare facilities.

We believe that maintaining a balanced portfolio of high-quality assets [removed: diversified by investment type,] [added: that are unified in serving the large and growing aging population and curated across] geographic location, asset type, tenant/operator, revenue source and operating model makes us less susceptible to single-state regulatory or reimbursement changes, regional climate events and local economic downturns and diminishes the risk that any single factor or event could materially harm our business.

As of December 31, [removed: 2022,] [added: 2023,] we had [removed: $2.4] [added: $3.2] billion aggregate principal amount of mortgage loan indebtedness outstanding, secured by [removed: 105] [added: 140] of our properties.

Excluding the portion of such indebtedness attributable to our joint venture partners, our share of mortgage loan indebtedness outstanding was [removed: $2.2] [added: $2.9] billion.

The following table provides additional information regarding the geographic diversification of our consolidated portfolio of properties as of December 31, [removed: 2022] [added: 2023] (excluding properties owned through investments in unconsolidated real estate entities and properties classified as held for sale):

| | | | | | | Senior Housing Communities | | | | | | | | | | | | SNFs | | | | | | | | | | | | [removed: MOBs] [added: Outpatient Medical Buildings] | | | | | | | | | | | | [removed: Life Science, Research and Innovation] [added: Research] Centers | | | | | | | | | | | | IRFs and LTACs | | | | | | | | | | | | [removed: Health Systems] [added: Other Healthcare Facilities] | | | | | | | | | [added: | | |]

| Geographic Location | | | | | | # of Properties | | | | | | Units | | | | | | # of Properties | | | | | | Licensed Beds | | | | | | # of Properties | | | | | | Square [removed: Feet(1)] [added: Feet (1)] | | | | | | # of Properties | | | | | | Square [removed: Feet(1)] [added: Feet (1)] | | | | | | # of Properties | | | | | | Licensed Beds | | | | | | # of Properties | | | | | | Licensed Beds | | | [added: | | |]

| Arkansas | | | | | | 5 | | | | | | 414 | | | | | | — | | | | | | — | | | | | | [removed: —] [added: 1] | | | | | | [removed: —] [added: 10] | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | [added: | | |]

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

| Florida | | | | | | [removed: 46] [added: 44] | | | | | | 4,017 | | | | | | — | | | | | | — | | | | | | [removed: 11] [added: 14] | | | | | | [removed: 223] [added: 342] | | | | | | 1 | | | | | | [removed: 259] [added: 252] | | | | | | 6 | | | | | | 508 | | | | | | — | | | | | | — | | | [added: | | |]

| Georgia | | | | | | 18 | | | | | | 1,678 | | | | | | [removed: —] [added: 6] | | | | | | [removed: —] [added: 819] | | | | | | [removed: 12] [added: 18] | | | | | | [removed: 1,107] [added: 1,255] | | | | | | — | | | | | | — | | | | | | [removed: —] [added: 1] | | | | | | [removed: —] [added: 42] | | | | | | — | | | | | | — | | | [added: | | |]

| Hawaii | | | | | | 1 | | | | | | 123 | | | | | | — | | | | | | — | | | | | | [removed: —] [added: 1] | | | | | | [removed: —] [added: 23] | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | [added: | | |]

| Iowa | | | | | | 2 | | | | | | 215 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | [added: | | |]

| Idaho | | | | | | 1 | | | | | | 70 | | | | | | — | | | | | | — | | | | | | [removed: —] [added: 1] | | | | | | [removed: —] [added: 76] | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | [added: | | |]

| Illinois | | | | | | [removed: 26] [added: 32] | | | | | | [removed: 3,066] [added: 3,593] | | | | | | 1 | | | | | | 82 | | | | | | [removed: 35] [added: 41] | | | | | | [removed: 1,425] [added: 1,743] | | | | | | 1 | | | | | | 129 | | | | | | 4 | | | | | | 430 | | | | | | — | | | | | | — | | | [added: | | |]

| Indiana | | | | | | 5 | | | | | | 462 | | | | | | — | | | | | | — | | | | | | [removed: 22] [added: 41] | | | | | | [removed: 1,611] [added: 2,267] | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 59 | | | | | | — | | | | | | — | | | [added: | | |]

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

| Kentucky | | | | | | [removed: 6] [added: 5] | | | | | | [removed: 624] [added: 524] | | | | | | — | | | | | | — | | | | | | 2 | | | | | | 73 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 384 | | | | | | — | | | | | | — | | | [added: | | |]

| Louisiana | | | | | | 3 | | | | | | 281 | | | | | | [removed: —] [added: 1] | | | | | | [removed: —] [added: 227] | | | | | | [removed: 5] [added: 8] | | | | | | [removed: 365] [added: 454] | | | | | | — | | | | | | — | | | | | | [removed: —] [added: 1] | | | | | | [removed: —] [added: 32] | | | | | | — | | | | | | — | | | [added: | | |]

| Maryland | | | | | | 4 | | | | | | 282 | | | | | | — | | | | | | — | | | | | | 2 | | | | | | 83 | | | | | | [removed: 5] [added: 3] | | | | | | [removed: 489] [added: 320] | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | [added: | | |]

| Minnesota | | | | | | 14 | | | | | | 856 | | | | | | — | | | | | | — | | | | | | [removed: 3] [added: 5] | | | | | | [removed: 159] [added: 193] | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | [added: | | |]

| Mississippi | | | | | | 1 | | | | | | 94 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 51 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | [added: | | |]

| Montana | | | | | | 5 | | | | | | 464 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | [added: | | |]

| North Dakota | | | | | | 2 | | | | | | 115 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 114 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | [added: | | |]

| New Hampshire | | | | | | 2 | | | | | | 242 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | [added: | | |]

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

| New Mexico | | | | | | 4 | | | | | | 451 | | | | | | — | | | | | | — | | | | | | [removed: —] [added: 3] | | | | | | [removed: —] [added: 53] | | | | | | — | | | | | | — | | | | | | 2 | | | | | | 123 | | | | | | 4 | | | | | | 544 | | | [added: | | |]

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

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

| Oklahoma | | | | | | 8 | | | | | | [removed: 558] [added: 556] | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 80 | | | | | | — | | | | | | — | | | | | | [removed: —] [added: 1] | | | | | | [removed: —] [added: 41] | | | | | | 4 | | | | | | 954 | | | [added: | | |]

| Oregon | | | | | | [removed: 30] [added: 35] | | | | | | [removed: 2,846] [added: 3,105] | | | | | | [removed: —] [added: 6] | | | | | | [removed: —] [added: 360] | | | | | | 1 | | | | | | 105 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | [added: | | |]

| Rhode Island | | | | | | 4 | | | | | | 399 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3 | | | | | | [removed: 313] [added: 444] | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | [added: | | |]

| South Dakota | | | | | | 5 | | | | | | [removed: 296] [added: 295] | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | [added: | | |]

| Texas | | | | | | 52 | | | | | | 4,564 | | | | | | — | | | | | | — | | | | | | [removed: 32] [added: 49] | | | | | | [removed: 1,456] [added: 2,107] | | | | | | — | | | | | | — | | | | | | 9 | | | | | | 617 | | | | | | 2 | | | | | | 445 | | | [added: | | |]

| Utah | | | | | | 6 | | | | | | 662 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: —] [added: 1] | | | | | | [removed: —] [added: 41] | | | | | | — | | | | | | — | | | [added: | | |]

| Wisconsin | | | | | | [removed: 47] [added: 45] | | | | | | [removed: 2,451] [added: 2,419] | | | | | | — | | | | | | — | | | | | | 15 | | | | | | 745 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | [added: | | |]

| West Virginia | | | | | | 2 | | | | | | 123 | | | | | | 4 | | | | | | 326 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | [added: | | |]

| Wyoming | | | | | | 2 | | | | | | 169 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | [added: | | |]

| United Kingdom | | | | | | 12 | | | | | | 776 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3 | | | | | | 121 | | | [added: | | |]

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Alabama | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 120 | | | | | | 6 | | | | | | 616 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| Arizona | | | | | | 27 | | | | | | 2,351 | | | | | | — | | | | | | — | | | | | | 14 | | | | | | 880 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 60 | | | | | | — | | | | | | — | | | | | |

| California | | | | | | 79 | | | | | | 8,864 | | | | | | — | | | | | | — | | | | | | 28 | | | | | | 2,150 | | | | | | — | | | | | | — | | | | | | 5 | | | | | | 455 | | | | | | — | | | | | | — | | | | | |

| Colorado | | | | | | 20 | | | | | | 1,963 | | | | | | 1 | | | | | | 82 | | | | | | 17 | | | | | | 885 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 68 | | | | | | — | | | | | | — | | | | | |

| Connecticut | | | | | | 13 | | | | | | 1,668 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| Massachusetts | | | | | | 18 | | | | | | 2,142 | | | | | | 2 | | | | | | 181 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| Maine | | | | | | 6 | | | | | | 517 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| Michigan | | | | | | 21 | | | | | | 1,420 | | | | | | — | | | | | | — | | | | | | 16 | | | | | | 726 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| Missouri | | | | | | 5 | | | | | | 474 | | | | | | — | | | | | | — | | | | | | 19 | | | | | | 1,076 | | | | | | 5 | | | | | | 818 | | | | | | 4 | | | | | | 159 | | | | | | — | | | | | | — | | | | | |

| North Carolina | | | | | | 36 | | | | | | 3,049 | | | | | | — | | | | | | — | | | | | | 15 | | | | | | 675 | | | | | | 9 | | | | | | 1,302 | | | | | | 1 | | | | | | 124 | | | | | | — | | | | | | — | | | | | |

| Nebraska | | | | | | 2 | | | | | | 252 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| Ohio | | | | | | 28 | | | | | | 2,492 | | | | | | — | | | | | | — | | | | | | 17 | | | | | | 643 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 50 | | | | | | — | | | | | | — | | | | | |

| Pennsylvania | | | | | | 32 | | | | | | 2,521 | | | | | | 12 | | | | | | 2,526 | | | | | | 8 | | | | | | 613 | | | | | | 6 | | | | | | 1,071 | | | | | | 1 | | | | | | 52 | | | | | | — | | | | | | — | | | | | |

| South Carolina | | | | | | 5 | | | | | | 469 | | | | | | — | | | | | | — | | | | | | 22 | | | | | | 1,183 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| Tennessee | | | | | | 14 | | | | | | 1,035 | | | | | | 2 | | | | | | 205 | | | | | | 7 | | | | | | 305 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 49 | | | | | | — | | | | | | — | | | | | |

| Virginia | | | | | | 10 | | | | | | 928 | | | | | | — | | | | | | — | | | | | | 5 | | | | | | 231 | | | | | | 1 | | | | | | 262 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| Washington | | | | | | 20 | | | | | | 2,114 | | | | | | 7 | | | | | | 636 | | | | | | 10 | | | | | | 579 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| Total U.S. | | | | | | 709 | | | | | | 65,464 | | | | | | 44 | | | | | | 5,717 | | | | | | 405 | | | | | | 21,248 | | | | | | 29 | | | | | | 4,598 | | | | | | 43 | | | | | | 3,346 | | | | | | 10 | | | | | | 1,943 | | | | | |

| Canada | | | | | | 83 | | | | | | 15,822 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| Total | | | | | | 804 | | | | | | 82,062 | | | | | | 44 | | | | | | 5,717 | | | | | | 405 | | | | | | 21,248 | | | | | | 29 | | | | | | 4,598 | | | | | | 43 | | | | | | 3,346 | | | | | | 13 | | | | | | 2,064 | | | | | |

We had 17 properties under development, five of which are owned by unconsolidated real estate entities.

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Alabama | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4 | | | | | | 469 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

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

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

| Colorado | | | | | | 20 | | | | | | 1,816 | | | | | | 1 | | | | | | 82 | | | | | | 12 | | | | | | 669 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 68 | | | | | | — | | | | | | — | | |

| Connecticut | | | | | | 14 | | | | | | 1,751 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 519 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Massachusetts | | | | | | 17 | | | | | | 2,093 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Maine | | | | | | 6 | | | | | | 452 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Michigan | | | | | | 23 | | | | | | 1,585 | | | | | | — | | | | | | — | | | | | | 13 | | | | | | 589 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

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

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

| Nebraska | | | | | | 2 | | | | | | 253 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| 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 | | |

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: 3, 2023,] [added: 7, 2024,] there were [removed: 400.0] [added: 402.5] million shares of our common stock outstanding, held by approximately [removed: 3,520] [added: 3,252] 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: 2023.][added: 2024.]

In addition, our Securities Trading Policy prohibits our directors and executive officers from holding our securities in margin accounts or pledging our securities to secure [removed: loans without the prior approval of our Audit and Compliance Committee.][added: loans.]

The table below summarizes repurchases of our common stock made during the quarter ended December 31, [removed: 2022:][added: 2023:]

| November 1 through November 30 | | | 56 | | | | | | [removed: 46.53] [added: 45.84] | | | | | | — | | | | | | — | | |

The following performance graph compares the cumulative total return (including dividends) to the holders of our common stock from December 31, [removed: 2017] [added: 2018] through December 31, [removed: 2022,] [added: 2023,] 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: 2017] [added: 2018] in our common stock and in each of the foregoing indexes and assumes reinvestment of dividends, as applicable.

| | | | [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: 12/31/2022] [added: 12/31/2023] | | |

[removed: ][added: ]

We do not have a publicly announced repurchase plan or program in effect.

| October 1 through October 31 | | | 854 | | | | | | $ | 42.59 | | | | | — | | | | | | — | | |

| December 1 through December 31 | | | 1,951 | | | | | | 46.76 | | | | | | — | | | | | | — | | |

| Total | | | 2,861 | | | | | | $ | 45.50 | | | | | — | | | | | | — | | |

______________________________

(1)Repurchases represent shares withheld to pay taxes on the vesting of restricted stock and restricted stock units (including time-based and performance-based awards), or to pay taxes and/or exercise price on the exercise of stock options, granted to employees.

| Ventas | | | $100 | | | | | | $103 | | | | | | $93 | | | | | | $101 | | | | | | $92 | | | | | | $106 | | |

| NYSE Composite Index | | | $100 | | | | | | $126 | | | | | | $135 | | | | | | $163 | | | | | | $148 | | | | | | $168 | | |

| Composite REIT Index | | | $100 | | | | | | $128 | | | | | | $121 | | | | | | $169 | | | | | | $127 | | | | | | $141 | | |

| S&P 500 Index | | | $100 | | | | | | $131 | | | | | | $156 | | | | | | $200 | | | | | | $164 | | | | | | $207 | | |

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

| December 1 through December 31 | | | 145 | | | | | | 46.37 | | | | | | — | | | | | | — | | |

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

(1)Repurchases represent shares withheld to pay taxes on the vesting of restricted stock granted to employees under our 2006 Incentive Plan or 2012 Incentive Plan or restricted stock units granted to employees under the Nationwide Health Properties, Inc. (“NHP”) 2005 Performance Incentive Plan and assumed by us in connection with our acquisition of NHP.

| 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 | |

| [Management Report on Internal Control over Financial [removed: Reporting](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_73)] [added: Reporting](#idce8e59dd6374f9ca4081740fbf43140_73)] | | | [removed: [71](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_73)] [added: [75](#idce8e59dd6374f9ca4081740fbf43140_73)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_76)] [added: Firm](#idce8e59dd6374f9ca4081740fbf43140_76)] (KPMG LLP, Chicago, IL, Auditor Firm ID: 185) | | | [removed: [72](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_76)] [added: [76](#idce8e59dd6374f9ca4081740fbf43140_76)] | | |

| [Report of Independent Registered Public Accounting Firm on Internal Control over Financial [removed: Reporting](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_79)] [added: Reporting](#idce8e59dd6374f9ca4081740fbf43140_79)] | | | [removed: [74](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_79)] [added: [79](#idce8e59dd6374f9ca4081740fbf43140_79)] | | |

| Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | | [removed: [75](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_82)] [added: [80](#idce8e59dd6374f9ca4081740fbf43140_82)] | | |

| Consolidated Statements of Income for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [76](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_88)] [added: [81](#idce8e59dd6374f9ca4081740fbf43140_88)] | | |

| Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [77](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_91)] [added: [82](#idce8e59dd6374f9ca4081740fbf43140_91)] | | |

| Consolidated Statements of Equity for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [78](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_94)] [added: [83](#idce8e59dd6374f9ca4081740fbf43140_94)] | | |

| Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [79](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_100)] [added: [84](#idce8e59dd6374f9ca4081740fbf43140_100)] | | |

| [Notes to Consolidated Financial [removed: Statements](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_103)] [added: Statements](#idce8e59dd6374f9ca4081740fbf43140_103)] | | | [removed: [81](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_103)] [added: [86](#idce8e59dd6374f9ca4081740fbf43140_103)] | | |

| [Consolidated Financial Statement [removed: Schedule](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_184)s] [added: Schedules](#idce8e59dd6374f9ca4081740fbf43140_184)] | | | | | |

| [Schedule III — Real Estate and Accumulated [removed: Depreciation](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_187)] [added: Depreciation](#idce8e59dd6374f9ca4081740fbf43140_187)] | | | [removed: [121](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_187)] [added: [127](#idce8e59dd6374f9ca4081740fbf43140_187)] | | |

| [Schedule IV — Mortgage Loans on Real [removed: Estate](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_199)] [added: Estate](#idce8e59dd6374f9ca4081740fbf43140_199)] | | | [removed: [124](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_199)] [added: [130](#idce8e59dd6374f9ca4081740fbf43140_199)] | | |

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: 2022.][added: 2023.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 10, 2023] [added: 15, 2024] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that: (1) [removed: relates] [added: relate] 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 a critical audit 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: matter] [added: matters] below, providing a separate opinion on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

[removed: To] test certain of the Company’s undiscounted cash flow estimates, we evaluated the Company’s forecasts of projected operating cash flows by comparing actual results to the Company’s forecasts adjusted for current market trends.

We have audited Ventas, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes and financial statement schedules III and IV (collectively, the consolidated financial statements), and our report dated February [removed: 10, 2023] [added: 15, 2024] expressed an unqualified opinion on those consolidated financial statements.

| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Land and improvements | | | $ | [removed: 2,437,905] [added: 2,596,274] | | | | | $ | [removed: 2,432,065] [added: 2,437,905] | |

| Buildings and improvements | | | [removed: 26,020,048] [added: 27,201,381] | | | | | | [removed: 25,778,490] [added: 26,020,048] | | |

| Construction in progress | | | [removed: 310,456] [added: 368,143] | | | | | | [removed: 269,315] [added: 310,456] | | |

| Acquired lease intangibles | | | [removed: 1,346,190] [added: 1,448,146] | | | | | | [removed: 1,369,747] [added: 1,346,190] | | |

| Operating lease assets | | | [removed: 310,307] [added: 312,142] | | | | | | [removed: 317,858] [added: 310,307] | | |

| Accumulated depreciation and amortization | | | [removed: (9,264,456)] [added: (10,177,136)] | | | | | | [removed: (8,350,637)] [added: (9,264,456)] | | |

| Net real estate property | | | [removed: 21,160,450] [added: 21,748,950] | | | | | | [removed: 21,816,838] [added: 21,160,450] | | |

| Secured loans receivable and investments, net | | | [removed: 537,075] [added: 27,986] | | | | | | [removed: 530,126] [added: 537,075] | | |

| Investments in unconsolidated real estate entities | | | [removed: 579,949] [added: 598,206] | | | | | | [removed: 523,465] [added: 579,949] | | |

| Net real estate investments | | | [removed: 22,277,474] [added: 22,375,142] | | | | | | [removed: 22,870,429] [added: 22,277,474] | | |

| Cash and cash equivalents | | | [removed: 122,564] [added: 508,794] | | | | | | [removed: 149,725] [added: 122,564] | | |

| Escrow deposits and restricted cash | | | [removed: 48,181] [added: 54,668] | | | | | | [removed: 46,872] [added: 48,181] | | |

| Goodwill | | | [removed: 1,044,415] [added: 1,045,176] | | | | | | [removed: 1,046,140] [added: 1,044,415] | | |

| Assets held for sale | | | [removed: 44,893] [added: 56,489] | | | | | | [removed: 28,399] [added: 44,893] | | |

| Deferred income tax assets, net | | | [removed: 10,490] [added: 1,754] | | | | | | [removed: 11,152] [added: 10,490] | | |

| Other assets | | | [removed: 609,823] [added: 683,410] | | | | | | [removed: 565,069] [added: 609,823] | | |

*Equitization of the Santerre Mezzanine Loan*

As discussed in Notes 2, 6 and 11 to the consolidated financial statements, the Company took ownership of the properties securing the Santerre Mezzanine Loan by converting the outstanding principal amount of the Santerre Mezzanine Loan to equity with no additional consideration being paid.

The fair value of the real estate properties totaled $1.566 billion.

The fair value was allocated on a relative fair value basis to the tangible and intangible assets and liabilities acquired, primarily buildings and improvements, land, and in-place lease intangibles.

We identified the evaluation of the overall fair value of senior housing, outpatient medical properties, and triple-net leased properties, and the allocation of fair value to buildings and improvements, land, and in-place lease-related

intangibles as a critical audit matter.

Specifically, a high degree of auditor judgment and specialized skills and knowledge was required to evaluate certain key assumptions used to determine the overall fair value of senior housing, outpatient medical properties, and triple-net leased properties, and the allocation of fair value to buildings and improvements, land, and in-place lease related intangibles.

- For senior housing and outpatient medical properties, the key assumptions in the determination of overall fair value include comparable sales, direct capitalization rates, estimated net operating income, market rents, costs per unit, and estimates of future cash flows.

- For triple-net leased properties, the key assumption in the determination of overall fair value was average estimated per bed value by property by state.

- For the allocation of fair value to buildings and improvements, land, and in-place lease related intangibles, the key assumptions include comparable sales, replacement costs, and market rents.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s overall fair value determination and allocation of fair value to buildings and improvements, land, and in-place lease intangibles, including controls over the key assumptions described above.

We involved valuation professionals with specialized skills and knowledge, who assisted in performing the following procedures.

For a selection of senior housing and outpatient medical properties, we evaluated the overall fair value by:

- Comparing the Company’s comparable sales, direct capitalization rates, estimated net operating income, market rents, costs per unit, and estimated future cash flows to independently developed assumptions for direct capitalization rates, estimated net operating income, market rents, cost per unit, estimated future cash flows, and independently obtained publicly available transactions.

For a selection of triple-net leased properties, we evaluated the overall fair value by:

- Comparing the Company’s determination of estimated per bed value by property by state to independently obtained publicly available transactions.

For a selection of real estate properties, we evaluated the allocation of fair value to buildings and improvements, land, and in-place lease intangibles by:

- Comparing the Company’s determination of the estimated fair value of land to comparable sales prices from independently obtained publicly available transactions.

- Developing an independent expectation of the replacement cost and comparing that independent expectation to the Company’s determination of the allocation of value to buildings and improvements.

- Comparing market rents used in the valuation of in-place lease intangibles to ranges of market data from relevant industry guides and comparable leasing transactions.

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

To

February 15, 2024

February 15, 2024

| | | | 2023 | | | | | | 2022 | | |

| | | | 31,926,086 | | | | | | 30,424,906 | | |

| Outpatient medical and research portfolio | | | 867,193 | | | | | | 801,159 | | | | | | 794,297 | | |

| Outpatient medical and research portfolio | | | 292,776 | | | | | | 257,003 | | | | | | 257,001 | | |

| Gain on foreclosure of real estate | | | (29,127) | | | | | | — | | | | | | — | | |

| Shareholder relations matters | | | — | | | | | | 20,693 | | | | | | — | | |

| Net loss | | | — | | | | | | — | | | | | | — | | | | | | (40,973) | | | | | | — | | | | | | (40,973) | | | | | | 10,676 | | | | | | (30,297) | | |

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

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

| Balance at December 31, 2023 | | | $ | 100,648 | | | | | $ | 15,650,734 | | | | | $ | (35,757) | | | | | $ | (6,213,803) | | | | | $ | (13,764) | | | | | $ | 9,488,058 | | | | | $ | 56,347 | | | | | $ | 9,544,405 | |

| Net (loss) income | | | $ | (30,297) | | | | | $ | (40,931) | | | | | $ | 56,559 | |

| Depreciation and amortization | | | 1,392,461 | | | | | | 1,197,798 | | | | | | 1,197,403 | | |

| Allowance on loans receivable and investments | | | (20,270) | | | | | | 19,757 | | | | | | (9,082) | | |

| Gain on foreclosure of real estate | | | (29,127) | | | | | | — | | | | | | — | | |

| Proceeds from sale of interest in unconsolidated entities | | | 50,054 | | | | | | — | | | | | | — | | |

| Net cash assumed in foreclosure of real estate | | | 11,615 | | | | | | — | | | | | | — | | |

February 10, 2023

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

| Office | | | 801,159 | | | | | | 794,297 | | | | | | 799,627 | | |

| Office | | | 257,003 | | | | | | 257,001 | | | | | | 256,612 | | |

| Balance at January 1, 2020 | | | $ | 93,185 | | | | | $ | 14,056,453 | | | | | $ | (34,564) | | | | | $ | (3,669,050) | | | | | $ | (132) | | | | | $ | 10,445,892 | | | | | $ | 99,560 | | | | | $ | 10,545,452 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 439,149 | | | | | | — | | | | | | 439,149 | | | | | | 2,036 | | | | | | 441,185 | | |

| Issuance of common stock | | | 371 | | | | | | 65,640 | | | | | | — | | | | | | — | | | | | | — | | | | | | 66,011 | | | | | | — | | | | | | 66,011 | | |

See “Note 2 – Accounting Policies” and “Note 18 – Segment Information.” 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 SHOP reportable business segment.

As of December 31, 2022, pursuant to long-term management agreements, we engaged independent operators, such as Atria Senior Living, Inc. (together with its subsidiaries, including Holiday Retirement (“Holiday”), “Atria”) and Sunrise Senior Living, LLC (together with its subsidiaries, “Sunrise”), to manage 553 senior housing communities.

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.

Through our Lillibridge Healthcare Services, Inc. subsidiary and our ownership interest in PMB Real Estate Services LLC, we also provide MOB management, leasing, marketing, facility development and advisory services to highly rated hospitals and health systems throughout the United States.

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.

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 outbreaks, 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 general, the assets of consolidated VIEs are available only for the settlement of the obligations of the respective entities.

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

Accordingly, these derivative instruments are recorded on

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

During 2021 and 2020, we received $15.4 million and $35.1 million, respectively, in HHS grants.

COVID-19 Assessment

We have not identified the COVID-19 pandemic, on its own, as a “triggering event” for purposes of evaluating impairment of real estate assets, goodwill and other intangibles, investments in unconsolidated entities and financial instruments.

However, as of December 31, 2022, 2021 and 2020, we considered the effect of the pandemic on certain of our assets (described below) and our ability to recover the respective carrying values of these assets.

We applied our considerations to existing critical accounting policies that require us to make estimates and assumptions regarding future events that affect the reported amounts of assets and liabilities.

We based our estimates on our experience and on assumptions we believe to be reasonable under the circumstances.

As a result, we recognized no COVID-19 related charges during 2022 and 2021 but recognized the following charges for the year ended December 31, 2020:

- *Adjustment to rental income:* As of December 31, 2020, we concluded that it is probable we will not collect substantially all rents from certain tenants, primarily within our triple-net leased properties segment.

As a result, we recognized adjustments to rental income of $74.6 million for the year ended December 31, 2020.

Rental payments from these tenants will be recognized in rental income when received.

- *Impairment of real estate assets:* During 2020, we compared our estimate of undiscounted cash flows, including a hypothetical terminal value, for certain real estate assets to the assets’ respective carrying values.

During 2020, we recognized $126.5 million of impairments representing the difference between the assets’ carrying value and the then-estimated fair value of $239.9 million.

The impaired assets, primarily senior housing communities, represent approximately 1% of our consolidated net real estate property as of December 31, 2020.

Impairments are recorded within depreciation and amortization in our Consolidated Statements of Income and are primarily related to our SHOP reportable business segment.

- *Loss on financial instruments and impairment of unconsolidated entities:* As of December 31, 2020, we concluded that credit losses exist within certain of our non-mortgage loans receivable and government-sponsored pooled loan investments.

As a result, we recognized credit loss charges of $34.7 million for the year ended December 31, 2020 within allowance on loans receivable and investments in our Consolidated Statements of Income.

During the fourth quarter of 2020, we received $10.5 million as a principal payment on previously reserved loans.

In addition, during 2020 we recognized an impairment of $10.7 million in an equity investment in an unconsolidated entity also recorded within allowance on loans receivable and investments in our Consolidated Statements of Income.

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: 2022.][added: 2023.]

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: 2022,] [added: 2023,] at the reasonable assurance level.

During the fourth quarter of [removed: 2022,] [added: 2023,] 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.

During the three months ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

Not applicable.

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: 2023] [added: 2024] Annual Meeting of Stockholders, which we will file with the SEC not later than April [removed: 30, 2023.][added: 29, 2024.]

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: 2023] [added: 2024] Annual Meeting of Stockholders, which we will file with the SEC not later than April [removed: 30, 2023.][added: 29, 2024.]

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: 2023] [added: 2024] Annual Meeting of Stockholders, which we will file with the SEC not later than April [removed: 30, 2023.][added: 29, 2024.]

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: 2023] [added: 2024] Annual Meeting of Stockholders, which we will file with the SEC not later than April [removed: 30, 2023.][added: 29, 2024.]

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: 2023] [added: 2024] Annual Meeting of Stockholders, which we will file with the SEC not later than April [removed: 30, 2023.][added: 29, 2024.]

| [Reports of Independent Registered Public Accounting [removed: Firm](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_76)] [added: Firm](#idce8e59dd6374f9ca4081740fbf43140_76)] | | | [removed: [72](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_76)] [added: [76](#idce8e59dd6374f9ca4081740fbf43140_76)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_82)] [added: 2022](#idce8e59dd6374f9ca4081740fbf43140_82)] | | | [removed: [75](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_82)] [added: [80](#idce8e59dd6374f9ca4081740fbf43140_82)] | | |

| [Consolidated Statements of [added: Comprehensive] Income for the Years Ended December [removed: 31, 2022, 2021 and 2020](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_88)] [added: 31,](#idce8e59dd6374f9ca4081740fbf43140_91) [2023,](#idce8e59dd6374f9ca4081740fbf43140_91) [2022](#idce8e59dd6374f9ca4081740fbf43140_91) [and](#idce8e59dd6374f9ca4081740fbf43140_91) [2021](#idce8e59dd6374f9ca4081740fbf43140_91)] | | | [removed: [76](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_88)] [added: [82](#idce8e59dd6374f9ca4081740fbf43140_91)] | | |

| [Consolidated Statements of [removed: Comprehensive] Income for the Years Ended December [removed: 31, 2022, 2021 and 2020](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_91)] [added: 31,](#idce8e59dd6374f9ca4081740fbf43140_88) [2023,](#idce8e59dd6374f9ca4081740fbf43140_88) [2022](#idce8e59dd6374f9ca4081740fbf43140_88) [a](#idce8e59dd6374f9ca4081740fbf43140_88)[nd](#idce8e59dd6374f9ca4081740fbf43140_88) [](#idce8e59dd6374f9ca4081740fbf43140_88)[2021](#idce8e59dd6374f9ca4081740fbf43140_88)] | | | [removed: [77](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_91)] [added: [81](#idce8e59dd6374f9ca4081740fbf43140_88)] | | |

| [Consolidated Statements of Equity for the Years Ended December [removed: 31, 2022, 2021 and 2020](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_94)] [added: 31,](#idce8e59dd6374f9ca4081740fbf43140_94) [2023,](#idce8e59dd6374f9ca4081740fbf43140_94) [2022](#idce8e59dd6374f9ca4081740fbf43140_94) [and](#idce8e59dd6374f9ca4081740fbf43140_94) [2021](#idce8e59dd6374f9ca4081740fbf43140_94)] | | | [removed: [78](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_94)] [added: [83](#idce8e59dd6374f9ca4081740fbf43140_94)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December [removed: 31, 2022, 2021 and 2020](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_100)] [added: 31,](#idce8e59dd6374f9ca4081740fbf43140_100) [2023,](#idce8e59dd6374f9ca4081740fbf43140_100) [2022](#idce8e59dd6374f9ca4081740fbf43140_100) [and](#idce8e59dd6374f9ca4081740fbf43140_100) [2021](#idce8e59dd6374f9ca4081740fbf43140_100)] | | | [removed: [79](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_100)] [added: [84](#idce8e59dd6374f9ca4081740fbf43140_100)] | | |

| [Notes to Consolidated Financial [removed: Statements](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_103)] [added: Statements](#idce8e59dd6374f9ca4081740fbf43140_103)] | | | [removed: [81](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_103)] [added: [86](#idce8e59dd6374f9ca4081740fbf43140_103)] | | |

| [Schedule III — Real Estate and Accumulated [removed: Depreciation](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_187)] [added: Depreciation](#idce8e59dd6374f9ca4081740fbf43140_187)] | | | [removed: [121](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_190)] [added: [127](#idce8e59dd6374f9ca4081740fbf43140_190)] | | |

| [Schedule IV — Mortgage Loans on Real [removed: Estate](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_199)] [added: Estate](#idce8e59dd6374f9ca4081740fbf43140_199)] | | | [removed: [124](#idb8f50ffc8474fb1a8dbfdd6bf8a3401_199)] [added: [130](#idce8e59dd6374f9ca4081740fbf43140_199)] | | |

| [removed: [4.11](http://www.sec.gov/Archives/edgar/data/740260/000074026017000122/vtr-ex41_6302017.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/740260/000074026023000106/vtr-ex41ninthsuppindenture.htm)[1](https://www.sec.gov/Archives/edgar/data/740260/000074026023000106/vtr-ex41ninthsuppindenture.htm)4] | | | | | | [removed: Fourth] [added: Ninth] Supplemental Indenture dated as of [removed: June 1, 2017] [added: April 21, 2023] by and among Ventas Canada Finance Limited, as Issuer, Ventas, Inc., as Guarantor, and Computershare Trust Company of Canada, as Trustee, relating to the [removed: 2.55%] [added: 5.398%] Senior Notes, Series [removed: D] [added: I] due [removed: 2023.] [added: 2028.] | | | | | | Incorporated by reference herein. Previously filed as Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarter ended [removed: June 30, 2017,] [added: March 31, 2023,] filed on [removed: July 28, 2017,] [added: May 9, 2023,] File No. 001-10989. | | | | | |

| [removed: [4.12](https://www.sec.gov/Archives/edgar/data/740260/000074026020000042/vtr-ex415123119.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/740260/000074026020000042/vtr-ex415123119.htm)[1](https://www.sec.gov/Archives/edgar/data/740260/000074026020000042/vtr-ex415123119.htm)[1](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: [4.13](http://www.sec.gov/Archives/edgar/data/740260/000074026022000057/vtr-ex414_123121.htm)] [added: [4.](http://www.sec.gov/Archives/edgar/data/740260/000074026022000057/vtr-ex414_123121.htm)[12](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. | | | | | | 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: [4.14](http://www.sec.gov/Archives/edgar/data/740260/000074026022000057/vtr-ex415_123121.htm)] [added: [4.](http://www.sec.gov/Archives/edgar/data/740260/000074026022000057/vtr-ex415_123121.htm)[13](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. | | | | | | 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: [4.27](https://www.sec.gov/Archives/edgar/data/740260/000074026023000070/vtr-ex427_12312022.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/740260/000074026024000067/vtr-ex428_123123.htm)[28](https://www.sec.gov/Archives/edgar/data/740260/000074026024000067/vtr-ex428_123123.htm)] | | | | | | Description of the Registrant’s Securities. | | | | | | Filed herewith. | | | | | |

| [removed: [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)] [added: [10.3](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: [10.5](http://www.sec.gov/ix?doc=/Archives/edgar/data/740260/000110465921135833/tm2132029d2_8k.htm)] [added: [10](https://www.sec.gov/Archives/edgar/data/740260/000110465921135833/tm2132029d2_ex1-1.htm)[.7](https://www.sec.gov/Archives/edgar/data/740260/000110465921135833/tm2132029d2_ex1-1.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 [removed: 8,] [added: 9,] 2021, File No. 001-10989. | | | | | |

| [removed: [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)] [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)[8](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. 2006 Stock Plan for Directors, as amended. | | | | | | Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed on April 27, 2012, File No. 001-10989. | | | | | |

| [removed: [10.7.2*](http://www.sec.gov/Archives/edgar/data/740260/000119312509040636/dex10114.htm)] [added: [10](http://www.sec.gov/Archives/edgar/data/740260/000119312509040636/dex10114.htm)[.](http://www.sec.gov/Archives/edgar/data/740260/000119312509040636/dex10114.htm)[8](http://www.sec.gov/Archives/edgar/data/740260/000119312509040636/dex10114.htm)[.2*](http://www.sec.gov/Archives/edgar/data/740260/000119312509040636/dex10114.htm)] | | | | | | Form of Restricted Stock Unit Agreement—2006 Stock Plan for Directors. | | | | | | Incorporated by reference herein. Previously filed as Exhibit 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: [10.8.1*](http://www.sec.gov/Archives/edgar/data/740260/000110465912039493/a12-12464_1ex10d1.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/740260/000110465912039493/a12-12464_1ex10d1.htm)[9](http://www.sec.gov/Archives/edgar/data/740260/000110465912039493/a12-12464_1ex10d1.htm)[.1*](http://www.sec.gov/Archives/edgar/data/740260/000110465912039493/a12-12464_1ex10d1.htm)] | | | | | | Ventas, Inc. 2012 Incentive Plan. | | | | | | Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on May 23, 2012, File No. 001-10989. | | | | | |

| [removed: [10.8.2*](http://www.sec.gov/Archives/edgar/data/740260/000074026017000085/vtr-ex10107_3312017.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/740260/000074026017000085/vtr-ex10107_3312017.htm)[9](http://www.sec.gov/Archives/edgar/data/740260/000074026017000085/vtr-ex10107_3312017.htm)[.2*](http://www.sec.gov/Archives/edgar/data/740260/000074026017000085/vtr-ex10107_3312017.htm)] | | | | | | First Amendment to the Ventas, Inc. 2012 Incentive Plan. | | | | | | Incorporated by reference herein. Previously filed as Exhibit 10.10.7 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on April 28, 2017, File No. 001-10989. | | | | | |

| [removed: [10.8.3*](http://www.sec.gov/Archives/edgar/data/740260/000074026015000062/vtr-20141231ex1062.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/740260/000074026015000062/vtr-20141231ex1062.htm)[9](http://www.sec.gov/Archives/edgar/data/740260/000074026015000062/vtr-20141231ex1062.htm)[.3*](http://www.sec.gov/Archives/edgar/data/740260/000074026015000062/vtr-20141231ex1062.htm)] | | | | | | Form of Stock Option Agreement (Employees) under the Ventas, Inc. 2012 Incentive Plan. | | | | | | Incorporated by reference herein. Previously filed as Exhibit 10.6.2 to our Annual Report on Form 10-K for the year ended December 31, 2014, filed February 13, 2015, File No. 001-10989. | | | | | |

| [removed: [10.9.9*](http://www.sec.gov/Archives/edgar/data/740260/000074026017000085/vtr-ex101011_3312017.htm)] [added: [10.9.](http://www.sec.gov/Archives/edgar/data/740260/000074026017000085/vtr-ex101011_3312017.htm)[8](http://www.sec.gov/Archives/edgar/data/740260/000074026017000085/vtr-ex101011_3312017.htm)[*](http://www.sec.gov/Archives/edgar/data/740260/000074026017000085/vtr-ex101011_3312017.htm)] | | | | | | Form of Performance-Based Restricted Stock Unit Agreement (Non-CEO) under the Ventas, Inc. 2012 Incentive Plan. | | | | | | Incorporated by reference herein. Previously filed as Exhibit 10.10.11 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on April 28, 2017, File No. 001-10989. | | | | | |

| [removed: [10.9.10*](http://www.sec.gov/Archives/edgar/data/740260/000074026017000085/vtr-ex101012_3312017.htm)] [added: [10.9.](http://www.sec.gov/Archives/edgar/data/740260/000074026017000085/vtr-ex101012_3312017.htm)[9](http://www.sec.gov/Archives/edgar/data/740260/000074026017000085/vtr-ex101012_3312017.htm)[*](http://www.sec.gov/Archives/edgar/data/740260/000074026017000085/vtr-ex101012_3312017.htm)] | | | | | | Form of Restricted Stock Unit Agreement (Non-CEO) under the Ventas, Inc. 2012 Incentive Plan. | | | | | | Incorporated by reference herein. Previously filed as Exhibit 10.10.12 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on April 28, 2017, File No. 001-10989. | | | | | |

| [10.10.1*](https://www.sec.gov/Archives/edgar/data/740260/000074026023000070/ex10101non-employeedirec.htm) | | | | | | Ventas, Inc. Non-Employee Directors’ Cash Compensation Deferral Plan (formerly the “Ventas Nonemployee Directors’ Deferred Stock Compensation Plan”) | | | | | | [removed: Filed herewith.] [added: Incorporated by reference herein. Previously filed as Exhibit 10.10.1 to our Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 10, 2023, File No. 001-10989.] | | | | | |

| [10.10.3*](https://www.sec.gov/Archives/edgar/data/740260/000074026023000070/ex10103deferralelectionf.htm) | | | | | | Deferral Election Form under the Ventas, Inc. Non-Employee Directors’ Cash Compensation Deferral Plan. | | | | | | [removed: Filed herewith.] [added: Incorporated by reference herein. Previously filed as Exhibit 10.10.3 to our Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 10, 2023, File No. 001-10989] | | | | | |

| [10.11.2*](https://www.sec.gov/Archives/edgar/data/740260/000074026023000070/ex10112ventasincnon-empl.htm) | | | | | | Ventas, Inc. Non-Employee Directors’ Equity Award Deferral Program Adopted Pursuant to the Ventas, Inc. 2022 Incentive Plan | | | | | | [removed: Filed herewith.] [added: Incorporated by reference herein. Previously filed as Exhibit 10.11.2 to our Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 10, 2023, File No. 001-10989.] | | | | | |

| [10.11.3*](https://www.sec.gov/Archives/edgar/data/740260/000074026023000070/ex10113deferralelectionf.htm) | | | | | | Deferral Election Form under the Ventas, Inc. Non-Employee Directors’ Equity Award Deferral Program | | | | | | [removed: Filed herewith.] [added: Incorporated by reference herein. Previously filed as Exhibit 10.11.3 to our Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 10, 2023, File No. 001-10989.] | | | | | |

| [10.11.4*](https://www.sec.gov/Archives/edgar/data/740260/000074026023000070/ex10114restrictedstockaw.htm) | | | | | | Restricted Stock Award granted to Sumit Roy on October 1, 2022 under the Ventas, Inc. 2022 Incentive Plan | | | | | | [removed: Filed herewith.] [added: Incorporated by reference herein. Previously filed as Exhibit 10.11.4 to our Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 10, 2023, File No. 001-10989.] | | | | | |

| [10.11.5*](https://www.sec.gov/Archives/edgar/data/740260/000074026023000070/ex10115formofrestricteds.htm) | | | | | | Form of Restricted Stock Unit Award under the Ventas, Inc. 2022 Incentive Plan (Non-Employee Directors) | | | | | | [removed: Filed herewith.] [added: Incorporated by reference herein. Previously filed as Exhibit 10.11.5 to our Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 10, 2023, File No. 001-10989.] | | | | | |

| [10.11.6*](https://www.sec.gov/Archives/edgar/data/740260/000074026023000070/ex10116formofrestricteds.htm) | | | | | | Form of Restricted Stock Unit Agreement under the Ventas, Inc. 2022 Incentive Plan (CEO) | | | | | | [removed: Filed herewith.] [added: Incorporated by reference herein. Previously filed as Exhibit 10.11.6 to our Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 10, 2023, File No. 001-10989.] | | | | | |

| [10.11.7*](https://www.sec.gov/Archives/edgar/data/740260/000074026023000070/ex10117formofperformance.htm) | | | | | | Form of Performance Share Unit Agreement under the Ventas, Inc. 2022 Incentive Plan (CEO) | | | | | | [removed: Filed herewith.] [added: Incorporated by reference herein. Previously filed as Exhibit 10.11.7 to our Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 10, 2023, File No. 001-10989.] | | | | | |

| [10.11.8*](https://www.sec.gov/Archives/edgar/data/740260/000074026023000070/ex10118formofrestricteds.htm) | | | | | | Form of Restricted Stock Unit Award under the Ventas, Inc. 2022 Incentive Plan (non-CEO Executive Officer) | | | | | | [removed: Filed herewith.] [added: Incorporated by reference herein. Previously filed as Exhibit 10.11.8 to our Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 10, 2023, File No. 001-10989.] | | | | | |

| [10.11.9*](https://www.sec.gov/Archives/edgar/data/740260/000074026023000070/ex10119formofperformance.htm) | | | | | | Form of Performance Share Unit Award under the Ventas, Inc. 2022 Incentive Plan (non-CEO Executive Officer) | | | | | | [removed: Filed herewith.] [added: Incorporated by reference herein. Previously filed as Exhibit 10.11.9 to our Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 10, 2023, File No. 001-10989.] | | | | | |

| [removed: [10.13.1*](https://www.sec.gov/Archives/edgar/data/740260/000074026014000063/vtr-20131231ex1018.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/740260/000074026018000054/vtr-ex10173_12312017.htm)[3](https://www.sec.gov/Archives/edgar/data/740260/000074026018000054/vtr-ex10173_12312017.htm)[.3*](https://www.sec.gov/Archives/edgar/data/740260/000074026018000054/vtr-ex10173_12312017.htm)] | | | | | | [added: Amendment dated December 8, 2017 to] Employee Protection and Noncompetition Agreement dated as of [removed: October 21, 2013] [added: September 16, 2014] between Ventas, Inc. and [removed: John D. Cobb.] [added: Robert F. Probst.] | | | | | | Incorporated by reference herein. Previously filed as Exhibit [removed: 10.18] [added: 10.17.3] to our Annual Report on Form 10-K for the year ended December 31, [removed: 2013,] [added: 2017,] filed on February [removed: 18, 2014,] [added: 9, 2018,] File No. 001-10989. | | | | | |

| [removed: [10.13.2*](https://www.sec.gov/Archives/edgar/data/740260/000074026018000054/vtr-ex10162_12312017.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/740260/000074026018000090/vtr-ex1012_3312018.htm)[4](https://www.sec.gov/Archives/edgar/data/740260/000074026018000090/vtr-ex1012_3312018.htm)[.2*](https://www.sec.gov/Archives/edgar/data/740260/000074026018000090/vtr-ex1012_3312018.htm)] | | | | | | [removed: Amendment dated December 8, 2017 to] Employee Protection and Noncompetition Agreement dated [removed: as of October 21, 2013] [added: March 20, 2018] between Ventas, Inc. and [removed: John D. Cobb.] [added: Peter J. Bulgarelli.] | | | | | | Incorporated by reference herein. Previously filed as Exhibit [removed: 10.16.2] [added: 10.1.2] 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: 2017,] [added: 2018,] filed on [removed: February 9,] [added: April 27,] 2018, File No. 001-10989. | | | | | |