Ventas (VTR) 10-K risk factor changes: FY2025 vs FY2024

- Risks [removed: Related] [added: Relating] to Our Business Operations and Strategy

- [added: Risks Relating to] Our Capital Structure [removed: Risks]

- [removed: Our] [added: Risks Relating to] Legal, Compliance and Regulatory [removed: Risks]

- [added: Risks Relating to] Our REIT Status [removed: Risks]

Risks [removed: Related] [added: Relating] to Our Business Operations and Strategy

These [added: costs] include expenses for [removed: property-related] contracted services, utilities, repairs and maintenance and insurance and general and administrative costs including compensation [removed: costs,] [added: costs and fees for] technology [removed: services] and professional [removed: service fees.][added: services.]

See also [removed: “—We] [added: “—*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.

Rising interest rates may [removed: also] result in higher operating and incremental borrowing costs for us and our managers, tenants and borrowers.

See [removed: “—We] [added: also “—*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*.”]

Elevated inflation or higher than expected interest rates due to macrodevelopments, U.S. government [removed: policies,] [added: policies] or [removed: otherwise,] [added: otherwise] could negatively impact consumer spending, our and our managers’, tenants’ and borrowers’ [removed: businesses,] [added: businesses] and future demand for our properties.

See also [removed: “—Market conditions and the actual and perceived state of the capital markets generally could negatively impact our business, financial condition and results of operations”, “—If] [added: “—*If] our managers’, tenants’ or borrowers’ financial condition or business prospects deteriorate, our business, financial condition and results of operations could be adversely [removed: affected.”][added: affected*” and “—*Market conditions, the actual and perceived state of the capital markets generally and limitations on our ability to access such markets could negatively impact our business and have an adverse effect on us, including our ability to make required payments on our debt obligations, make distributions to our stockholders or make future investments necessary to implement our business strategy*.”]

Other of our tenants, such as LTACs, [removed: SNFs] [added: SNFs, IRFs] and certain healthcare facilities, may rely on reimbursement from Medicare and/or Medicaid.

In addition, federal policymakers have [removed: announced proposals] [added: proposed and enacted policies] to reduce overall healthcare [removed: spending, including with respect to Medicaid funding,] [added: spending] which could impact our [removed: healthcare provider] [added: managers,] tenants and borrowers.

Any reduction in the availability or rate of funding or reimbursement, or delays surrounding the approval of such funding or reimbursement, may adversely impact our managers’, tenants’ or borrowers’ operations or may cause our tenants to [added: cease making rent payment payments to us or delay or forgo leasing space in our properties, which in turn may negatively impact our business, financial condition, or results of operations.]

[removed: We] [added: Further, we] are exposed to general economic conditions, local, regional, national and international economic conditions and other events and occurrences that affect the markets in which we own properties.

A substantial portion of our [removed: value is] [added: revenues are] derived from properties in California, [added: Texas,] New York, [removed: Texas, Illinois and] Quebec, [removed: Canada.][added: Canada and Illinois.]

[removed: 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 [removed: climate events, such as wildfires, earthquakes or storms, regional] disruptions to, or limited availability of, utilities and other services and changes in the state and local legal and regulatory environment.

Our inability to [removed: response] [added: respond] to such [removed: condition,] [added: conditions,] events or occurrences could adversely affect our business, financial condition and results of operations.

If we or they are unable to successfully navigate these trends, our business, financial condition and [added: operating] results and that of our managers, tenants and borrowers could be adversely affected.

[removed: Our] [added: In addition, our] managers, tenants and borrowers face a highly competitive labor market, which has been compounded by general inflationary pressures on wages and could be further compounded by a shortage of care givers or other trained personnel, union activities or minimum wage laws.

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

[removed: Federal policymakers have announced proposals that] [added: From time to time, lawmakers or regulators] may [added: take actions that] result in significant changes to the healthcare system in the United States, including with respect to government funding of or from [removed: NIH and Medicaid, which could impact certain of our managers, tenants] [added: NIH, Medicare] and [removed: borrowers.][added: Medicaid.]

[removed: See “—Changes in the U.S. political and regulatory environment could affect availability of government funding that we or our managers, tenants or borrowers rely on, which could negatively impact our business.”] These and other trends could significantly and adversely affect the profitability of these tenants, which could affect their ability to make payments or meet their other obligations to us or their willingness to renew their leases on terms that are as favorable to us, or at all.

[added: There can be no] assurance that in a particular economic or operational environment all assets will perform equally well or that our balance sheet will be appropriately balanced.

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

We depend on these third parties to operate [removed: these] [added: our] properties in a manner that complies with applicable law and regulation, minimizes legal risk and maximizes the value of our investment.

These third parties may have business interests, goals and competing interests which conflict with [removed: ours that could create a conflict of interest.][added: ours.]

Our operating assets [added: in our SHOP segment] 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.

See [removed: “—We] [added: “—*We] and our managers, tenants and borrowers may be adversely affected by regulation and [removed: enforcement.”][added: enforcement*.”]

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

The portfolios [removed: managed or] leased by [removed: Atria, Sunrise, Le Groupe Maurice, Brookdale,] [added: us to] Ardent and Kindred represent a substantial portion of our [added: NNN] portfolio and account for a significant portion of our [added: NNN] revenues and NOI.

Any adverse developments in such managers’ business and affairs or financial condition [added: or changes in their ownership or leadership] could impair their ability to manage our properties [removed: efficiently] and [added: the associated risks] effectively and [added: in compliance with law and regulation which] could adversely affect the financial performance of our properties and our business, financial condition and results of operations.

We depend on [removed: 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 [removed: us, and any failure, inability or unwillingness by them to do so could adversely affect our business, financial condition and results of operations.][added: us.]

Any failure by any one of [removed: 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.

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

Even if a [removed: tenant renews its lease with us, or a] manager [added: or tenant] renews its [removed: management] agreement with us, we cannot assure you that the renewals will be on favorable terms.

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

Our [removed: leases and] management agreements [added: and leases] provide [removed: us,] [added: us and] our managers and [removed: our] tenants with termination rights in certain circumstances.

If our [removed: leases or] management agreements [added: or leases] are not renewed or are otherwise terminated, we may attempt to [removed: reposition] [added: transition] those properties [removed: with] [added: to] one or more managers or [removed: tenants, as applicable,] [added: tenants] or [added: reposition those properties] for an alternative use.

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See also “—*To the extent that we or our managers, tenants and borrowers are unable to navigate successfully the trends affecting our or their businesses and the industries in which we or they operate, we may be adversely affected.”*

Any increase in inflation that results in an increase in such costs could adversely affect our business, results of operation and financial condition.

As a result, we are subject to increased exposure to adverse conditions affecting

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For example, in 2025, the U.S. administration adopted substantial policy changes that affect research and government program funding.

For example, California

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We have limited rights to direct or influence the business or operations of those properties.

We have limited control over the success or failure of their businesses.

At any time, our managers, tenants or borrowers may experience a weakening in their overall financial or operating condition as a result of deteriorating operating performance or trends affecting their businesses and industries in which they operate.

See also “—*Macroeconomic trends, including trends relating to labor costs, unemployment, inflation, interest rates and exchange rates, may affect our business and financial results,”* “—*To the extent that we or our managers, tenants and borrowers are unable to navigate successfully the trends affecting our or their businesses and the industries in which we or they operate, we may be adversely affected*” and “—*Changes in the U.S. political and regulatory environment could affect availability of government funding that we or our managers, tenants or borrowers rely on, which could negatively impact our business*.”

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epidemic or any other widespread illness or pandemic; (vi) public perception about such healthcare services; and (vii) social and environmental factors.

At any time, any of our managers, tenants or borrowers could experience a downturn in their business, decline in their operating results or deterioration in their overall financial condition, which could ultimately lead to their bankruptcy or insolvency.

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Ownership of properties or operation of our business outside the United States may subject us to different or greater risks than those associated with our domestic operations.

We own properties and operate in the United Kingdom and Canada, which represent 1.2% and 9.5% of our total revenues, respectively.

International development, ownership and operating activities involve risks that are different from those we face with respect to our U.S. properties and operations.

These risks include, but are

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not limited to: (i) foreign currency fluctuations and challenges with respect to the repatriation of foreign earnings and cash; (ii) treatment of international currency gains or losses under certain tests required for us to maintain our status as a REIT; (iii) impact from international trade disputes and the associated impact on our managers’, tenants’ and borrowers’ supply chain and consumer spending levels; (iv) changes in foreign political, regulatory and economic conditions; (v) challenges in staffing and labor and managing international operations, including negotiating with foreign labor unions; (vi) challenges of complying with a wide variety of foreign laws and regulations, including those relating to real estate, corporate governance, operations, licensing, taxes, data privacy (including U.K. GDPR), cybersecurity, employment and legal proceedings; (vii) changes in regulatory and environmental requirements, taxes, tariffs, trade wars and laws; (viii) foreign ownership restrictions with respect to operations in foreign countries; (ix) local businesses and cultural factors that differ from our usual standards and practices; (x) differences in lending practices and the willingness of domestic or foreign lenders to provide financing; (xi) regional or country-specific business cycles and political and economic instability; and (xii) failure to comply with applicable laws and regulations in the United States that affect foreign operations, such as the U.S. Foreign Corrupt Practices Act.

Additionally, new or smaller third-party managers may have less experience in managing these senior housing communities and may require more oversight or attention.

Our inability to renew our management agreements with our SHOP managers or our leases with our NNN and OM&R tenants on as favorable terms or at all, and our inability when necessary, to effectively and efficiently transition a SHOP community to a new manager or a NNN or OM&R property to a new tenant, may have an adverse effect on our business, financial condition and results of operations.

We are party to management agreements with our SHOP managers and leases with our NNN and OM&R tenants.

This risk may be exacerbated if market conditions at the time of the renewal are not as favorable

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

For example, on February 7, 2025, the NIH issued Notice Number NOT-OD-25-068, a guidance document pronouncing that reimbursement for certain indirect costs would be capped at 15% for existing and future grant recipients, a rate that is lower than the in-place rate for many existing grant recipients.

cease making rent payment payments to us or delay or forgo leasing space in our properties, which in turn may negatively impact our business, financial condition, or results of operations.

Economic conditions and other events or occurrences that affect areas in which our properties are geographically concentrated may impact financial results.

For example, the increased demand in telehealth solutions could broadly impact market demand for our properties and cause long-term structural changes in the marketplace.

While we endeavor to invest in a diversified portfolio, there can be no

We have limited rights to direct or influence the business or operations of those properties, even though we have approval rights with respect to certain matters and the right to review operational and financial reporting information with respect to a majority of our portfolio.

If Atria, Sunrise or Le Groupe Maurice experience financial, legal, accounting, regulatory or other difficulties that impact their financial stability or ability to operate, our business, financial condition and results of operations could be adversely affected.

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

Our leases and management agreements have set terms.

If our leases or management agreements are not renewed or are otherwise terminated at some properties, we may attempt to sell those properties.

We could incur substantial additional expenses in connection with any licensing, receivership or change-of-ownership proceedings.

Market conditions in effect at the time of the expiration or default of a lease may require us to reduce our rental rates below those we currently charge to retain tenants or obtain new suitable replacement tenants.

Our ability to locate and attract suitable replacement tenants could be impaired by the specialized healthcare use or contractual restrictions on use of the property, and we may be forced to spend substantial amounts to adapt the properties to other uses.

Any of our managers, tenants or borrowers may experience a weakening in their overall financial or operating condition, including as a result of deteriorating operating performance, changes in industry or market conditions, such as supply-demand dynamics, rising or elevated labor costs, 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 manner, if at all.

In some cases, our managers, tenants and borrowers rely on reimbursements from governmental programs for a portion of their revenues.

Changes in reimbursement policies and other governmental regulation resulting from actions by the U.S. Congress, U.S. executive orders or other governmental or regulatory agencies may result in reductions in our managers’, tenants’ or borrowers’ revenues, operations and cash flows and affect our managers’, tenants’ or borrowers’ ability to meet their obligations to us.

Failure to comply with reimbursement regulations or other laws applicable to healthcare providers could result in penalties, fines, litigation costs, lost revenue or other consequences, which could adversely impact our tenants’ ability to make contractual rent payments to us or adversely impact our cash flows from operations under a management arrangement.

Costs associated with independent and assisted living services generally are not reimbursable under government reimbursement programs, such as Medicare and Medicaid.

We lease a significant number of our properties to tenants, operate a significant number of our properties through third-party managers and provide financing to third-party borrowers.

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

its business that weakens its financial condition.

A downturn in any one of our managers’, tenants’ or borrowers’ businesses could ultimately lead to its bankruptcy if it is unable to timely resolve the underlying causes, which may be largely outside of its control.

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

assets.

- Our partners may have competing interests in our markets that could create conflicts of interest;

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

If significant changes in the climate occur in areas where our properties are located, we may experience extreme weather and changes in precipitation and temperature, all of which may result in physical damage to or a decrease in demand for properties located in these areas or affected by these conditions.

Where climate change has a significant or sustained impact, our properties could be destroyed and our business, financial condition or results of operations may be adversely affected.

While we have implemented measures designed to help mitigate these threats for our business, these measures cannot guarantee that we will be successful in preventing a cybersecurity incident.

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

Activist investors have engaged, and may in the future engage, in proxy solicitations, advance shareholder proposals or otherwise attempt to affect changes or acquire control over us.

Responding to these actions can be costly and time-consuming, divert the attention of our Board and management from the management of our business and the pursuit of our business strategies.

In addition to incurred costs, perceived uncertainties as to our future direction may result in the loss of potential business opportunities, damage to our reputation and may make it more difficult to attract and retain qualified directors, personnel and business partners.

These actions could also cause our stock price to experience periods of volatility.

Market conditions and the actual and perceived state of the capital markets generally could negatively impact our business, financial condition and results of operations.

We are dependent on the capital markets and any disruption to the capital markets or our ability to access such markets could impair our ability to fulfill our dividend requirements, make payments to our security holders or otherwise finance our business operations.

Adverse developments affecting economies throughout the world, including elevated or rising inflation, a general tightening of availability of credit (including the price, terms and conditions under which it can be obtained), the state of the public and private capital markets, decreased liquidity in certain financial markets, elevated or increased interest rates, foreign exchange fluctuations, low or declining consumer confidence, the actual or perceived state of the real estate market, tightened labor markets or significant declines in stock markets, as well as concerns regarding pandemics, epidemics and the spread of contagious diseases, could impact our business, financial condition and results of operations.

Therefore, interest rate increases or sustained elevated interest rates, due to inflation or otherwise, have in recent periods increased and may continue to increase our interest expense under these variable-rate facilities in the short term and increase our financing costs as we refinance our existing variable-rate and fixed-rate long-term borrowings, or incur additional interest expense related to the issuance of incremental debt in the long term.

Business Summary and Overview of [removed: 2024][added: 2025]

Ventas, Inc., (together with its consolidated subsidiaries, unless otherwise indicated or except where the context otherwise requires, “we,” “us,” “our,” [added: “Ventas,”] “Company” and other similar terms) is [removed: a real estate investment trust (“REIT”)] [added: an S&P 500 company] focused on delivering strong, sustainable shareholder returns by enabling exceptional environments that benefit a large and growing aging population.

As of December 31, [removed: 2024,] [added: 2025,] we owned or had investments in [removed: 1,387] [added: 1,409] properties consisting of [removed: 1,356] [added: 1,374] properties in our reportable [removed: business] segments (“Segment Properties”) and [removed: 31] [added: 35] properties held by unconsolidated real estate entities in our non-segment operations.

[removed: Our Company is] [added: We are] headquartered in Chicago, Illinois with additional corporate offices in Louisville, Kentucky and New York, New York.

We elected to be taxed as a [removed: REIT] [added: real estate investment trust (“REIT”)] under Sections 856 through 860 of the Internal Revenue Code [added: of 1986, as amended] (the “Code”), commencing with our taxable year ended December 31, 1999.

See “Risk [removed: Factors—Our] [added: Factors—Risks Relating to Our] REIT [removed: Status Risks”] [added: Status”] included in Part I, Item 1A of this Annual [removed: Report on Form 10-K (the “Annual Report”).][added: Report.]

We operate through three reportable [removed: business] segments: senior housing operating portfolio, which we refer to as “SHOP,” outpatient medical and research portfolio, which we refer to as “OM&R,” and triple-net leased properties, which we refer to as “NNN.” We also hold assets outside of our reportable [removed: business] segments, which we refer to as non-segment [removed: assets] [added: assets,] and which consist primarily of corporate assets, including cash and cash equivalents, restricted cash, loans receivable and [removed: investments and] [added: investments,] accounts receivable [removed: as well as] [added: and] investments in unconsolidated entities.

Our chief operating decision maker evaluates performance of the combined properties in each operating segment and determines how to allocate resources to these [removed: segments,] [added: segments] based on net operating income (“NOI”) for each segment.

The following table summarizes information for our portfolio for the year ended December 31, [removed: 2024] [added: 2025] (dollars in thousands):

| Non-segment [removed: (2)] | | | [added: 30,748] | | | [added: | | |] 17,204 | | | | | | [removed: 0.8] [added: 13,544] | | [removed: %] | | | | [removed: n/a] [added: 78.7] | | |

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

For [removed: more than 25 years,] [added: nearly three decades,] Ventas has pursued [removed: what we believe is] a [removed: successful, enduring] strategy focused on delivering outsized value to stockholders and other key stakeholders by enabling exceptional environments that benefit [removed: the] [added: a large and growing] aging population.

Working with industry-leading care providers, [removed: partners, developers] [added: partners] and research and medical institutions, our collaborative and experienced team is focused on achieving consistent, superior total returns through: (1) delivering profitable organic growth in senior housing, (2) capturing value-creating external growth focused on senior housing, (3) [removed: driving] [added: generating] strong [removed: execution and] cash flow [removed: generation] throughout our portfolio of high-quality assets unified in [removed: serving the large and growing aging population] [added: meeting demographic demand] and (4) maintaining financial strength, flexibility and liquidity.

[removed: 2025] [added: 2026] Market Trends

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 [removed: more than] 28% through 2030.

United States senior housing construction starts are at [removed: their lowest point since 2010.][added: historically low levels.]

Our operations have been and are expected to continue to be impacted by [added: broader] economic and market [removed: conditions.][added: conditions, including interest rates, inflation and conditions of the capital and labor markets.]

Select [removed: 2024] [added: 2025] and Early [removed: 2025] [added: 2026] Highlights

- During the year ended December 31, [removed: 2024,] [added: 2025,] we sold [removed: 19] [added: three] senior housing communities in our SHOP segment, [removed: 12 outpatient medical buildings (one of which was vacant)] [added: six properties] in our OM&R segment and [removed: 24] [added: 14] properties in our NNN segment for aggregate consideration of [removed: $315.1] [added: $223.2] million and recognized [removed: $57.0] [added: $17.8] million in Gain on real estate [removed: dispositions in our Consolidated Statements of Income.][added: dispositions.]

- [removed: In January] [added: During the year ended December 31,] 2025, we acquired [removed: two] [added: 52] senior housing communities reported within our SHOP segment for an aggregate purchase price of [removed: $70.0 million.][added: $2.3 billion.]

- As of December 31, [removed: 2024,] [added: 2025,] we had [removed: $3.8] [added: $5.3] billion in liquidity, including [added: $3.5 billion of] availability under our [added: unsecured] revolving credit facility, [added: $741.1 million of] cash and cash equivalents on hand and [added: $1.0 billion of estimated proceeds available under] unsettled equity forward sales [removed: agreements, with no borrowings] [added: agreements calculated using the forward price net of fees, and less $18.6 million] outstanding under our [removed: commercial paper program.][added: uncommitted line for standby letters of credit.]

- In [removed: April 2024,] [added: January 2026,] we repaid [removed: C$73.0] [added: $500.0] million [removed: ($53.4 million)] aggregate principal amount of [removed: 2.80%] [added: 4.13%] Senior [removed: Notes, Series E] [added: Notes] due [removed: 2024.][added: 2026 at maturity.]

- In [removed: September 2024,] [added: June and December 2025,] Ventas Realty issued [added: $500.0 million] and [removed: sold $550.0] [added: $500.0] million [added: of] aggregate principal amount of [added: 5.10% Senior Notes due 2032 and] 5.00% Senior Notes due [removed: 2035 in a registered public offering.][added: 2036, respectively.]

[removed: -] In [removed: September 2024,] [added: January 2026,] we repaid [removed: C$163.3] [added: $500.0] million [removed: ($120.8 million)] aggregate principal amount of [removed: 4.125%] [added: 4.13%] Senior Notes due [removed: 2024.][added: 2026 at maturity.]

- In January and February 2025, we repaid $450.0 million and $600.0 million aggregate principal amount of 2.65% Senior Notes due 2025 and [removed: aggregate principal amount of] 3.50% Senior Notes due 2025, [removed: respectively.][added: respectively, at maturity.]

- During the year ended December 31, [removed: 2024,] [added: 2025,] we [removed: issued 37.3] [added: entered into equity forward sales agreements under the ATM Program for 46.2] million shares of our common stock for gross proceeds of [removed: $2.2] [added: $3.2] billion, representing an average price of [removed: $58.38] [added: $69.51] per share, of which [removed: 3.4] [added: 13.9] million shares or approximately [removed: $201.1 million] [added: $1.1 billion] in gross proceeds remained unsettled with [removed: maturity in March 2026.][added: maturities through July 2027.]

- In January [removed: 2025,] [added: 2026,] we entered into [removed: additional unsettled] equity forward sales agreements [added: under the ATM Program] for [removed: 0.8] [added: 1.5] million shares [added: of common stock] or approximately [removed: $49.8] [added: $111.7] million in gross proceeds [added: which remain unsettled] with maturity in [removed: March 2026.][added: July 2027.]

- During the year ended December 31, [removed: 2024,] [added: 2025,] we converted [removed: 11] [added: 63] senior housing communities [added: located in the United States] from the NNN segment to the SHOP segment.

We also transitioned [removed: 17] [added: 26] senior housing communities within the SHOP segment to new managers.

- In [removed: September] [added: December] 2024, we entered into agreements with [removed: Kindred Healthcare, LLC] [added: Brookdale Senior Living, Inc. (with its subsidiaries, “Brookdale”)] and certain of its affiliates [removed: (“Kindred”) and its parent companies (“ScionHealth”)] with respect to [removed: 23 LTACs] [added: 121 senior housing properties in our NNN segment] whose lease term was scheduled to expire under our Master Lease with [removed: Kindred] [added: Brookdale] on [removed: April 30, 2025 (the “Kindred Group 2 LTACs”).][added: December 31, 2025.]

Under these agreements, among other [removed: things: (i)] [added: things,] the term of the Brookdale Master Lease for 65 senior housing properties was extended to December 31, [removed: 2035, and (ii) commencing September 1, 2025, we will have the right to convert 45 senior housing properties to our SHOP segment with one or more managers of our choosing.][added: 2035.]

We periodically reevaluate our estimates and assumptions and, in the [removed: event] [added: event,] they prove to be different from actual results, we make adjustments in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain.

We may change our original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affects the characteristics or adequacy of the entity’s equity investments at risk and the disposition of [removed: all] [added: all,] or a portion of an interest held by the primary beneficiary.

When we acquire multiple real estate properties in a single transaction, we first assess the individual fair [added: value of the real estate properties and then determine the individual fair value of the various types of tangible and intangible assets therein.]

We estimate the fair value of buildings acquired on an as-if-vacant basis or replacement cost basis and depreciate the building value [added: on a straight-line basis] over the estimated remaining [added: useful] life of the building, generally [removed: not to exceed] 35 years.

We determine the fair value of other fixed assets, such as site [removed: improvements] [added: improvements,] and furniture, fixtures and equipment, based upon the replacement cost and depreciate such value [added: on a straight-line basis] over the assets’ estimated remaining useful [removed: lives as determined at the applicable acquisition date.][added: lives, generally 15 years for land improvements and 20 years for building improvements.]

During the remaining construction period, we capitalize project [removed: costs] [added: costs, including interest on funds used for the construction,] until the development has reached substantial completion.

The fair value of acquired lease-related intangibles, if any, reflects: (i) the estimated value of any [removed: above] [added: above-] or [removed: below market] [added: below-market] leases, determined by discounting the difference between the estimated market rent and in-place lease rent; and (ii) the estimated value of in-place leases related to the cost to obtain tenants, including leasing commissions, and an estimated value of the absorption period to reflect the value of the rent and recovery costs foregone during a reasonable lease-up period as if the acquired space was vacant.

Where we are the lessee, we record the acquisition date values of leases, including any [removed: above] [added: above-] or [removed: below market] [added: below-market] value, within [removed: operating] [added: Operating] lease assets and [removed: operating] [added: Operating] lease liabilities on our Consolidated Balance Sheets.

[added: In performing this evaluation, we consider market] conditions and our current intentions with respect to holding or disposing of the asset.

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Our investments in unconsolidated entities also includes investments in operating entities, such as Ardent Health, Inc. (together with its subsidiaries, “Ardent”) and Atria Senior Living, Inc. (together with its subsidiaries, “Atria”).

| Senior housing operating portfolio (SHOP) | | | | | | $ | 1,184,064 | | | | | 49.4 | | % | | | | 752 | | |

| Outpatient medical and research portfolio (OM&R) | | | | | | 590,169 | | | | | | 24.7 | | % | | | | 409 | | |

| Triple-net leased properties (NNN) | | | | | | 588,073 | | | | | | 24.6 | | % | | | | 213 | | |

| Non-segment (2) | | | | | | 30,748 | | | | | | 1.3 | | % | | | | n/a | | |

| | | | | | | $ | 2,393,054 | | | | | 100 | | % | | | | 1,374 | | |

n/a—not applicable

Business Strategy

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In addition, we recognized $20.8 million in Gain on real estate dispositions from a lease modification on 12 OM&R properties.

- In January and February 2026 we acquired 26 senior housing communities reported within our SHOP segment for $842.2 million.

- In April 2025, we amended our unsecured revolving credit facility to, among other things, increase our borrowing capacity from $2.75 billion to $3.5 billion.

- In August 2025, we increased the amount that Ventas Realty, Limited Partnership (“Ventas Realty”) may issue from time to time under its commercial paper program from a maximum aggregate amount outstanding at any time of $1.0 billion to $2.0 billion.

Other than the increase in the program’s maximum capacity, the other terms of the commercial paper program remain unchanged.

- In January 2026, Ventas Realty amended the terms of its $500.0 million unsecured term loan due June 2027 to, among other things, extend the maturity to January 2031, increase the principal amount to $700.0 million and, within the same agreement, establish a new unsecured delay draw term loan in the principal amount of $550 million.

The proceeds from the increase in the

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principal amount of the term loan were used to repay in full Ventas Realty’s $200.0 million unsecured term loan due February 2027.

As of January 2026, the delayed draw term loan remains undrawn.

*Mortgages*

- During the year ended December 31, 2025, we repaid in full mortgage loans in the aggregate principal amount of $596.9 million.

- In May 2025, our stockholders approved the increase of authorized common stock from 600 million shares to 1.2 billion shares.

- In June 2025, we amended the sales agreement for our at-the-market equity offering program (the “ATM Program”) such that the aggregate gross sales price of common stock available for issuance under the program immediately following the amendment was $2.25 billion.

As of January 31, 2026, the remaining amount available under the ATM Program for future sales of common stock was $238.5 million.

- During the year ended December 31, 2025, we converted 11 senior housing communities located in the United Kingdom within our NNN segment to our SHOP segment and transitioned such assets to a new manager.

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- During the year ended December 31, 2025, the Ventas Fund, an equity method investee, acquired three senior housing communities and two outpatient medical buildings for an aggregate purchase price of $279.5 million.

Refer to “Note 7 – Investments in Unconsolidated Entities”.

- During the year ended December 31, 2025, the Pension Fund Joint Venture, an equity method investee, sold five senior housing communities for aggregate consideration of $302.5 million.

Refer to “Note 7 – Investments in Unconsolidated Entities”.

Of the remaining 56 senior housing properties (w) 42 were converted to our SHOP segment during the year ended December 31, 2025, (x) 3 were converted to our SHOP segment on January 1, 2026, (y) 2 were sold during the year ended December 31, 2025 and (z) 9 were classified as held for sale as of December 31, 2025.

| Senior housing operating portfolio (SHOP) | | | | | | $ | 866,383 | | | | | 41.9 | | % | | | | 629 | | |

| Outpatient medical and research portfolio (OM&R) | | | | | | 579,271 | | | | | | 28.0 | | % | | | | 426 | | |

| Triple-net leased properties (NNN) | | | | | | 606,225 | | | | | | 29.3 | | % | | | | 301 | | |

| | | | | | | $ | 2,069,083 | | | | | 100 | | % | | | | 1,356 | | |

______________________________

For instance, in senior housing, our managers and tenants 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.

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.

*•*During the year ended December 31, 2024, we made $2.0 billion of investments including 50 senior housing communities reported within our SHOP segment, five long-term acute care facilities (“LTACs”) reported within our NNN segment for an aggregate purchase price of $1.9 billion and new secured debt financing of $109.0 million to the owner of a senior housing property, secured by the asset and with additional credit support.

The loan provides us with a right of first offer to purchase the asset on certain terms and conditions.

The loan has a 3-year term and bears interest at a variable rate based on one-month SOFR, subject to a floor of 4.50%, plus a spread of 5.75%, increasing to 6.00% commencing October 1, 2025.

*•*In February 2024, our wholly-owned subsidiary, Ventas Canada Finance Limited (“Ventas Canada”), issued and sold C$650.0 million ($478.3 million) aggregate principal amount of 5.10% Senior Notes, Series J due 2029 in a private placement.

- In April and May 2024, we repaid $800.0 million senior notes consisting of $400.0 million aggregate principal amount of 3.50% Senior Notes due 2024 and $400.0 million aggregate principal amount of 3.75% Senior Notes due 2024.

- In May 2024, our wholly-owned subsidiary, Ventas Realty, Limited Partnership (“Ventas Realty”), issued and sold $500.0 million aggregate principal amount of 5.625% Senior Notes due 2034 in a registered public offering.

- As of December 31, 2024, we had $1.5 billion remaining under our current “at-the-market” equity offering program for future sales of common stock.

Under these agreements, among other things: (i) the term of the Kindred Master Lease for 20 of the Kindred Group 2 LTACs was extended to April 30, 2030, (ii) we acquired five LTACs from Kindred, which were added to the Kindred Master Lease with a term expiring on September 30, 2034, and (iii) we received warrants for 9.9% of the common equity of ScionHealth exercisable at its pre-transaction value.

The current term for three Kindred Group 2 LTACs will expire on April 30, 2025.

- In December 2024, we entered into agreements with Brookdale Senior Living, Inc. and certain of its affiliates (“Brookdale”) with respect to 121 senior housing properties whose lease term was scheduled to expire under our Master Lease with Brookdale on December 31, 2025.

The current term for the remaining 11 properties will expire on December 31, 2025.

- In July 2024, Ardent Health Partners, Inc., the parent company of the tenants under, and guarantor of, the Ardent Master Lease, consummated an initial public offering (the “Ardent IPO”).

Following the Ardent IPO, our equity stake in Ardent decreased from 7.5% to approximately 6.7%, which resulted in a gain of $8.7 million for the year ended December 31, 2024, which is included in Income from unconsolidated entities in our Consolidated Statements of Income.

value of the real estate properties and then determine the individual fair value of the various types of tangible and intangible assets therein.

In performing this evaluation, we consider market

In December 2023, the FASB issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities on an annual basis to (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate).

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.

We are evaluating the impact of adopting ASU 2023-09 on our Consolidated Financial Statements.

However, in April 2024, the SEC exercised its discretion to stay these rules pending the completion of judicial review of certain consolidated petitions with the United States Court of Appeals for the Eighth Circuit in connection with these rules.

Non-segment assets also include our investments in unconsolidated entities, including investments in unconsolidated real estate entities through our third-party institutional private capital management platform, VIM, and investments in unconsolidated operating entities, such as Ardent and Atria.

Through VIM, we partner with third-party institutional investors to invest in real estate through various joint ventures and other co-investment vehicles.

Non-segment assets also include other assets, such as our Brookdale and Kindred Warrants.

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| SHOP | | | $ | 866,383 | | | | | $ | 711,407 | | | | | $ | 154,976 | | | | | 21.8 | | % |

| OM&R | | | 579,271 | | | | | | 576,932 | | | | | | 2,339 | | | | | | 0.4 | | |

| NNN | | | 606,225 | | | | | | 604,651 | | | | | | 1,574 | | | | | | 0.3 | | |

| Non-segment | | | 17,204 | | | | | | 32,177 | | | | | | (14,973) | | | | | | (46.5) | | |

| Net income (loss) | | | 88,351 | | | | | | (30,297) | | | | | | 118,648 | | | | | | nm | | |

nm - not meaningful

| Resident fees and services | | | $ | 3,372,796 | | | | | $ | 2,959,219 | | | | | $ | 413,577 | | | | | 14.0 | | % |

| NOI | | | $ | 866,383 | | | | | $ | 711,407 | | | | | $ | 154,976 | | | | | 21.8 | | % |

| Resident fees and services | | | $ | 2,764,175 | | | | | $ | 2,554,227 | | | | | $ | 209,948 | | | | | 8.2 | | % |

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

As of December 31, [removed: 2024,] [added: 2025,] we owned or had investments in [removed: 1,387] [added: 1,409] properties consisting of [removed: 1,356] [added: 1,374] properties in our reportable [removed: business] segments (“Segment Properties”) and [removed: 31] [added: 35] properties held by unconsolidated real estate entities in our non-segment operations.

[removed: Our Company is] [added: We are] headquartered in Chicago, Illinois with additional corporate offices in Louisville, Kentucky and New York, New York.

We elected to be taxed as a [removed: REIT] [added: real estate investment trust (“REIT”)] under Sections 856 through 860 of the Internal Revenue Code [added: of 1986, as amended] (the “Code”), commencing with our taxable year ended December 31, 1999.

See “Risk [removed: Factors—Our] [added: Factors—Risks Relating to Our] REIT [removed: Status Risks”] [added: Status”] included in Part I, Item 1A of this Annual [removed: Report on Form 10-K (the “Annual Report”).][added: Report.]

We operate through three reportable [removed: business] segments: senior housing operating portfolio, which we refer to as “SHOP,” outpatient medical and research portfolio, which we refer to as “OM&R,” and triple-net leased properties, which we refer to as “NNN.” We also hold assets outside of our reportable [removed: business] segments, which we refer to as non-segment [removed: assets] [added: assets,] and which consist primarily of corporate assets, including cash and cash equivalents, restricted cash, loans receivable and [removed: investments and] [added: investments,] accounts receivable [removed: as well as] [added: and] investments in unconsolidated entities.

Our chief operating decision maker evaluates performance of the combined properties in each operating segment and determines how to allocate resources to these [removed: segments,] [added: segments] based on net operating income (“NOI”) for each segment.

The following table summarizes information for our portfolio for the year ended December 31, [removed: 2024] [added: 2025] (dollars in thousands):

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

For [removed: more than 25 years,] [added: nearly three decades,] Ventas has pursued [removed: what we believe is] a [removed: successful, enduring] strategy focused on delivering outsized value to stockholders and other key stakeholders by enabling exceptional environments that benefit [removed: the] [added: a large and growing] aging population.

Working with industry-leading care providers, [removed: partners, developers] [added: partners] and research and medical institutions, our collaborative and experienced team is focused on achieving consistent, superior total returns through: (1) delivering profitable organic growth in senior housing, (2) capturing value-creating external growth focused on senior housing, (3) [removed: driving] [added: generating] strong [removed: execution and] cash flow [removed: generation] throughout our portfolio of high-quality assets unified in [removed: serving the large and growing aging population] [added: meeting demographic demand] and (4) maintaining financial strength, flexibility and liquidity.

Some of those restrictions depend on whether a senior housing community is treated as a “qualified [removed: healthcare] [added: health care] property” under the REIT rules.

[removed: We treat most of the senior housing communities in our SHOP segment as “qualified healthcare properties.”] Senior housing communities in our SHOP segment that are “qualified [removed: healthcare] [added: health care] properties” generally must be managed and operated by a third-party manager, including for purposes of procuring supplies, hiring and training employees, entering into third-party contracts for the benefit of the [removed: property] [added: community] and providing resident care and services.

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

See “—Government Regulation—Tax [removed: Regulation] [added: Regulation”] included in Part I, Item 1 of this Annual [removed: Report.”][added: Report.]

While our managers typically indemnify us for liabilities arising out of certain of their actions such as gross negligence, fraud or willful misconduct, we may not be able to enforce these rights, or we may determine it is not prudent to do so if we believe that enforcement of our rights would be more detrimental to our business than seeking alternative [removed: approaches 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,][added: approaches.]

[removed: which limits our control and influence over operations and results” and] [added: See] “Risk Factors—Risks [removed: Related] [added: Relating] to Our Business Operations and Strategy—Our operating assets [added: in our SHOP segment] 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.

[removed: Additionally, incentive] [added: Incentive] fees may be awarded if specified performance targets are met.

As of December 31, [removed: 2024, 28] [added: 2025, we engaged 39] third-party managers [removed: operated all of] [added: to operate] the [removed: 629] [added: 752] properties in our SHOP segment on our behalf.

The following table provides information regarding our significant SHOP manager concentration as of and for the year ended December 31, [removed: 2024:][added: 2025:]

| | | | Percentage of Total [removed: NOI] [added: NOI for the year ended December 31, 2025] | | | | | | Segment [removed: Properties] [added: Properties as of December 31, 2025] | | | | | | Percentage of Segment [removed: Properties] [added: Properties as of December 31, 2025] | | |

| Atria Senior Living, Inc. | | | [removed: 18.6] [added: 17.7] | | % | | | | [removed: 199] [added: 194] | | | | | | [removed: 14.7] [added: 14.1] | | % |

| Sunrise Senior Living, LLC | | | [removed: 6.2] [added: 6.8] | | | | | | 98 | | | | | | [removed: 7.2] [added: 7.1] | | |

| Le Groupe Maurice | | | [removed: 6.0] [added: 5.6] | | | | | | 37 | | | | | | 2.7 | | |

The properties in our SHOP segment managed by [removed: Atria Senior Living, Inc. (together with its subsidiaries, “Atria”),] [added: Atria,] Sunrise Senior Living, LLC (together with its subsidiaries, “Sunrise”) and Le [removed: Group] [added: Groupe] Maurice (together with its subsidiaries, “Le Groupe Maurice”) accounted for a significant portion of our SHOP segment revenues and NOI for the year ended December 31, [removed: 2024.][added: 2025.]

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Concentration [removed: risk”] [added: Risk”] included in Part II, Item 7 of this Annual Report and “Risk Factors—Risks [removed: Related] [added: Relating] to Our Business Operations and Strategy—A significant portion of our revenues and operating income is dependent on a limited number of [removed: managers] [added: tenants] and [removed: tenants,] [added: managers,] including [added: Ardent, Kindred,] Atria, [removed: Sunrise,] [added: Sunrise and] Le Groupe [removed: Maurice, Brookdale, Ardent and Kindred”] [added: Maurice”] included in Part I, Item 1A of this Annual Report.

[removed: We hold] [added: As of December 31, 2025, we held] a 34% ownership interest in Atria, which entitles us to customary minority rights and protections, as well as the right to appoint two members to the Atria Board of Directors.

See Note 7 – Investments in Unconsolidated Entities of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual [removed: Report for a further discussion of our ownership interest.][added: Report.]

We lease these properties to tenants under varying lease types that obligate the tenants to pay rent, and may require the tenant to pay their proportionate share of some or all property-related expenses, including utilities, real estate taxes, insurance, [added: repairs and maintenance, cleaning, roads and grounds expense and other expenses.]

See “Risk Factors—Risks [removed: Related] [added: Relating] to Our Business Operations and Strategy—If our managers’, tenants’ or borrowers’ financial condition or business prospects deteriorate, our business, financial condition and results of operations could be adversely affected” included in Part I, Item 1A of this Annual Report.

Treatment programs [added: may] include physical, occupational, speech, respiratory and other therapies, including sub-acute clinical protocols such as wound care and intravenous drug treatment.

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

[removed: The tenants of these] LTACs [added: typically] 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.

Chronic patients often depend on technology for continued life support, such as mechanical ventilators, total parenteral nutrition, respiration or cardiac monitors and dialysis machines, and, due to their severe medical conditions, generally are not clinically appropriate for admission to a [removed: skilled nursing facility] [added: SNF] or rehabilitation hospital.

Other healthcare facilities [added: include facilities that] provide medical and surgical services, including inpatient care, intensive care, cardiac care, diagnostic services and emergency services.

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

We lease [removed: these] [added: the] properties [added: in our NNN segment] to 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.

The following table provides information regarding our significant [removed: triple-net leased] [added: NNN] tenant concentration as of and for the year ended December 31, [removed: 2024:][added: 2025:]

| Brookdale Senior Living, Inc. (1) | | | [removed: 7.2] [added: 6.2] | | % | | | | [removed: 121] [added: 77] | | | | | | [removed: 8.9] [added: 5.6] | | % |

| Kindred Healthcare, LLC | | | [removed: 6.7] [added: 5.8] | | | | | | [removed: 34] [added: 31] | | | | | | [removed: 2.5] [added: 2.3] | | |

Our investments in unconsolidated entities also include investments in operating entities, such as Ardent Health, Inc. (together with its subsidiaries, “Ardent”) and Atria Senior Living, Inc. (together with its subsidiaries, “Atria”).

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| Senior housing operating portfolio (SHOP) | | | | | | $ | 1,184,064 | | | | | 49.4 | | % | | | | 752 | | |

| Outpatient medical and research portfolio (OM&R) | | | | | | 590,169 | | | | | | 24.7 | | % | | | | 409 | | |

| Triple-net leased properties (NNN) | | | | | | 588,073 | | | | | | 24.6 | | % | | | | 213 | | |

| Non-segment (2) | | | | | | 30,748 | | | | | | 1.3 | | % | | | | n/a | | |

| | | | | | | $ | 2,393,054 | | | | | 100 | | % | | | | 1,374 | | |

n/a—not applicable

In order to support our SHOP segment, we developed Ventas OI™, a proprietary data and analytics platform, to provide us with timely access to high-quality data that informs real-time decisions.

Through Ventas OI™, we collect and assess data from a variety of sources, including proprietary data from our senior housing operations and external data sources.

This data supports business models and automated dashboard reporting that are enabled by machine learning, providing us with reporting systems & business intelligence dashboards, marketing and sales analytics, competitive intelligence and geospatial analytics.

Ventas OI™ blends our operational expertise and data analytics to engage the managers, enhance the performance of our communities and elevate the quality of care and services delivered to residents.

We also leverage Ventas OI™ for our investment and capital expenditure decisions.

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| | | | Percentage of Total NOI for the year ended December 31, 2025 | | | | | | Segment Properties as of December 31, 2025 | | | | | | Percentage of Segment Properties as of December 31, 2025 | | |

(1)Percentage of Total NOI includes the NOI for 121 senior housing properties in our NNN segment that were leased to Brookdale (as defined below) for all or part of 2025, including 56 properties for which the lease expired on or before December 31, 2025 (the “Brookdale Conversion and Sale Communities”).

In connection therewith, (i) 42 of the Brookdale Conversion and Sale Communities were converted to our SHOP segment during 2025, with the NOI for those properties included through the date of conversion, (ii) 3 of the Brookdale Conversion and Sale Communities were converted to our SHOP segment on January 1, 2026, (iii) 2 of the Brookdale Conversion and Sale Communities were sold during 2025, with the NOI for those properties included through the date of sale and (iv) 9 of the Brookdale Conversion and Sale Communities were held for sale as of December 31, 2025.

As a result of the foregoing, Brookdale is not expected to represent a significant portion of the Total NOI or properties for our NNN segment in 2026 and thereafter.

As noted previously, Brookdale is not expected to represent a significant portion of the Total NOI or properties for our NNN segment in 2026 and going forward.

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We also hold non-mortgage loans receivable, net, which are generally corporate loans that are collateralized primarily by non-real estate related collateral or are unsecured.

See “Risk Factors—Risks Relating to Our Business Operations and Strategy—If our managers’, tenants’ or borrowers’ financial condition or business prospects deteriorate, our business, financial condition and results of operations could be adversely affected” included in Part I, Item 1A of this Annual Report.

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Overview

| Senior housing operating portfolio (SHOP) | | | | | | $ | 866,383 | | | | | 41.9 | | % | | | | 629 | | |

| Outpatient medical and research portfolio (OM&R) | | | | | | 579,271 | | | | | | 28.0 | | % | | | | 426 | | |

| Triple-net leased properties (NNN) | | | | | | 606,225 | | | | | | 29.3 | | % | | | | 301 | | |

| Non-segment (2) | | | | | | 17,204 | | | | | | 0.8 | | % | | | | n/a | | |

| | | | | | | $ | 2,069,083 | | | | | 100 | | % | | | | 1,356 | | |

repairs and maintenance, cleaning, roads and grounds expense and other expenses.

(1)Excludes nine properties managed by Brookdale Senior Living, Inc. pursuant to long-term management agreements and included in the SHOP segment.

(2)We also lease 19 outpatient medical buildings to Ardent, which are included in the OM&R segment.

As of December 31, 2024, we held warrants for 11.1 million shares of Brookdale common stock, which are exercisable at any time prior to December 31, 2025 and have an exercise price of $3.00 per share (the “Brookdale Warrants”).

Non-segment assets also include other assets, such as our Brookdale and Kindred Warrants.

revenues through incentive fees periodically during the life of a venture.

As of December 31, 2024, we had three active and committed projects pursuant to these agreements, including two projects that are unconsolidated.

We are committed to upholding human dignity and equal opportunity under the principles outlined in the United Nations’ Universal Declaration of Human Rights.

Our Global Code of Ethics and Business Conduct, Vendor Code of Conduct and Human Rights Policy embed the responsibility to respect human rights in business functions across our operations as well as our supply chain.

A key component of our ability to attract and retain the top talent in our industry is our investment in our people and their continuous development by providing expansive professional opportunities, best-in-class leadership development and a broad array of workshops and training.

Ventas has a robust, data-driven strategy designed to support the sustainable growth of our business and build long-term value for shareholders and other key stakeholders.

Three priorities guide our efforts:

- Our Impact: Enabling Sustainable Environments and Strong Communities

- Our Employees: Empowering Exceptional People

Federal and state governments may from time to time reduce Medicare and Medicaid spending through methods such as reductions in reimbursement rates and increased enrollment in managed care programs.

In most cases, we depend on our managers, tenants and borrowers to fulfill any compliance obligations with respect to these data privacy and cybersecurity laws and regulations.

practices to protect the security of PHI that is electronically maintained or transmitted.

and regulate unfair or deceptive acts or practices, including with respect to data privacy and cybersecurity.

Our senior living residences in Canada are also subject to a variety of other laws and regulations, including minimum wage standards and other employment laws.

Our business operations in the United Kingdom are also subject to a range of other regulations, such as the U.K. Bribery Act 2010.

See “Risk Factors—Our REIT Status Risks.”

| | | | For the year ended December 31, [removed: 2024] [added: 2025] | | | | | | | | | | | | | | | | | | | | |

Commission file number: [removed: 1-10989][added: 001-10989]

| Large accelerated filer | | | ☒ | | | | | | Accelerated filer | | | [removed: ¨] [added: ☐] | | | | | | Non-accelerated filer | | | ☐ | | |

The aggregate market value of shares of the registrant’s common stock held by non-affiliates of the registrant on June 30, [removed: 2024,] [added: 2025,] based on a closing price of the common stock of [removed: $51.26] [added: $63.15] as reported on the New York Stock Exchange, was [removed: $21.1] [added: $28.6] billion.

As of February [removed: 7, 2025,] [added: 3, 2026,] there were [removed: 437,139,980] [added: 474,965,224] shares of the registrant’s common stock outstanding.

Portions of the registrant’s definitive Proxy Statement for the [removed: 2025] [added: 2026] 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: 2024.][added: 2025.]

*Unless otherwise indicated or except where the context otherwise requires, the terms “we,” “us,” “our,” [added: “Ventas,” the] “Company” and other similar terms in this Annual Report on Form 10-K [removed: (the] [added: (this] “Annual Report”) refer to Ventas, Inc. and its consolidated subsidiaries.*

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 [removed: below] under [removed: “Summary] [added: “—Summary] Risk Factors” [added: below] and in [removed: “Item 1A, Risk] [added: “Risk] Factors” [added: in Part 1A] of this Annual Report.

Risks [removed: Related] [added: Relating] to Our Business Operations and Strategy

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

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

- Our operating assets [added: in our SHOP segment] 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

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

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

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

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

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

[removed: - Merger,] [added: *•*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 managers, tenants or borrowers could adversely affect our business, financial condition and results of operations

[removed: - We] [added: *•*We] own properties that are subject to ground lease, air rights or other restrictive agreements that limit our uses of the properties, restrict our ability to sell or otherwise transfer the properties and expose us to loss of the properties if such agreements are breached by us or terminated

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

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

[removed: Our] [added: Risks Relating to Our] Capital [removed: Structure Risks][added: Structure]

- [removed: Limitations] [added: Market conditions, the actual and perceived state of the capital markets generally and limitations] on our ability to access [removed: the capital] [added: such] markets could [added: negatively impact our business and] have an adverse effect on us, including our ability to make required payments on our debt obligations, make distributions to our stockholders or make future investments necessary to implement our business strategy

[removed: Our] [added: Risks Relating to] Legal, Compliance and [removed: Regulatory Risks][added: Regulatory]

- [removed: Failure] [added: Our REIT status depends on meeting Code requirements, and failure] to [removed: maintain effective internal controls] [added: do so] could [removed: harm] [added: negatively impact] our business, [added: financial condition, or] results of operations [removed: and financial condition]

[removed: Our] [added: Risks Relating to Our] REIT [removed: Status Risks][added: Status]

This Annual Report [removed: includes] [added: may include] information [removed: that has been] provided to us by our managers, tenants, borrowers, business partners and [removed: investments] unconsolidated entities [added: or that we have obtained] from SEC filings or other publicly available information of our tenants, managers, business partners and unconsolidated entities in which we invest.

[removed: | [PART I](#i0ee1bdf326a3438c956858aa3391fabf_16) | | | | | | | | |][added: PART I]

| Item 1. | | | [removed: [Business](#i0ee1bdf326a3438c956858aa3391fabf_19)] [added: [Business](#ic80fabac5e8348f8b83547a4817080d6_19)] | | | [removed: [1](#i0ee1bdf326a3438c956858aa3391fabf_19)] [added: [1](#ic80fabac5e8348f8b83547a4817080d6_19)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i0ee1bdf326a3438c956858aa3391fabf_25)] [added: Factors](#ic80fabac5e8348f8b83547a4817080d6_64)] | | | [removed: [13](#i0ee1bdf326a3438c956858aa3391fabf_25)] [added: [18](#ic80fabac5e8348f8b83547a4817080d6_64)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i0ee1bdf326a3438c956858aa3391fabf_28)] [added: Comments](#ic80fabac5e8348f8b83547a4817080d6_79)] | | | [removed: [35](#i0ee1bdf326a3438c956858aa3391fabf_28)] [added: [47](#ic80fabac5e8348f8b83547a4817080d6_79)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i0ee1bdf326a3438c956858aa3391fabf_31)] [added: [Cybersecurity](#ic80fabac5e8348f8b83547a4817080d6_82)] | | | [removed: [36](#i0ee1bdf326a3438c956858aa3391fabf_31)] [added: [47](#ic80fabac5e8348f8b83547a4817080d6_82)] | | |

| Item 2. | | | [removed: [Properties](#i0ee1bdf326a3438c956858aa3391fabf_34)] [added: [Properties](#ic80fabac5e8348f8b83547a4817080d6_91)] | | | [removed: [37](#i0ee1bdf326a3438c956858aa3391fabf_34)] [added: [49](#ic80fabac5e8348f8b83547a4817080d6_91)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i0ee1bdf326a3438c956858aa3391fabf_37)] [added: Proceedings](#ic80fabac5e8348f8b83547a4817080d6_94)] | | | [removed: [39](#i0ee1bdf326a3438c956858aa3391fabf_37)] [added: [51](#ic80fabac5e8348f8b83547a4817080d6_94)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i0ee1bdf326a3438c956858aa3391fabf_40)] [added: Disclosures](#ic80fabac5e8348f8b83547a4817080d6_97)] | | | [removed: [39](#i0ee1bdf326a3438c956858aa3391fabf_40)] [added: [51](#ic80fabac5e8348f8b83547a4817080d6_97)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i0ee1bdf326a3438c956858aa3391fabf_46)] [added: Securities](#ic80fabac5e8348f8b83547a4817080d6_103)] | | | [removed: [40](#i0ee1bdf326a3438c956858aa3391fabf_46)] [added: [52](#ic80fabac5e8348f8b83547a4817080d6_103)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i0ee1bdf326a3438c956858aa3391fabf_49)] [added: [\[Reserved\]](#ic80fabac5e8348f8b83547a4817080d6_112)] | | | [removed: [41](#i0ee1bdf326a3438c956858aa3391fabf_49)] [added: [54](#ic80fabac5e8348f8b83547a4817080d6_112)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i0ee1bdf326a3438c956858aa3391fabf_52)] [added: Operations](#ic80fabac5e8348f8b83547a4817080d6_115)] | | | [removed: [42](#i0ee1bdf326a3438c956858aa3391fabf_52)] [added: [54](#ic80fabac5e8348f8b83547a4817080d6_115)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i0ee1bdf326a3438c956858aa3391fabf_76)] [added: Risk](#ic80fabac5e8348f8b83547a4817080d6_175)] | | | [removed: [70](#i0ee1bdf326a3438c956858aa3391fabf_76)] [added: [88](#ic80fabac5e8348f8b83547a4817080d6_175)] | | |

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- Ownership of properties or operation of our business outside the United States may subject us to different or greater risks than those associated with our domestic operations

- Our inability to renew our management agreements with our SHOP managers or our leases with our NNN and OM&R tenants on as favorable terms or at all, and our inability when necessary, to effectively and efficiently transition a SHOP community to a new manager or a NNN or OM&R property to a new tenant, may have an adverse effect on our business, financial condition and results of operations

*•*We may be unable to sell certain properties on a timely basis or on favorable terms, which may have an adverse effect on our business, financial condition and results of operations

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*•*The use of, or inability to take advantage of the benefits of, artificial intelligence by us or our managers, tenants and borrowers presents risks and challenges that may adversely impact our business and operating results or the business and operating results of our managers, tenants and borrowers or may adversely impact the requirements and demand for properties

*•*Adverse changes in our credit ratings could impair our ability to obtain additional debt and equity financing on favorable terms

*•*The market price and trading volume of our common stock may be volatile

*•*Our stockholders may experience dilution if we issue additional common stock

- Legislative or other actions affecting REITs or taxes could have a negative effect on our stockholders or us

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| [PART II](#ic80fabac5e8348f8b83547a4817080d6_100) | | | | | | | | |

| [PART III](#ic80fabac5e8348f8b83547a4817080d6_307) | | | | | | | | |

| [PART IV](#ic80fabac5e8348f8b83547a4817080d6_325) | | | | | | | | |

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- Economic conditions and other events or occurrences that affect areas in which our properties are geographically concentrated may impact financial results

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

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

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

- Market conditions and the actual and perceived state of the capital markets generally could negatively impact our business, financial condition and results of operations

- There can be no assurance as to the total amount of financial assistance that we or our managers, tenants or borrowers will retain from programs implemented under the CARES Act and other pandemic-related legislation

- 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

- Complying with REIT requirements may cause us to forego otherwise attractive opportunities (including investing in our tenants) or liquidate otherwise attractive investments

| [PART II](#i0ee1bdf326a3438c956858aa3391fabf_43) | | | | | | | | |

| [PART III](#i0ee1bdf326a3438c956858aa3391fabf_208) | | | | | | | | |

| [PART IV](#i0ee1bdf326a3438c956858aa3391fabf_226) | | | | | | | | |

Cybersecurity threats and incidents include attempts to gain unauthorized access to our systems and [removed: networks, or those of our managers, tenants, borrowers, investments in unconsolidated entities, vendors, suppliers, service providers or other third parties with whom we do business,] [added: networks] to disrupt operations, corrupt [removed: data or] [added: data,] steal confidential or personal information [removed: and] [added: or take] other [removed: cybersecurity breaches.][added: malicious actions.]

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

- Implement, maintain and regularly review incident response plans to manage cybersecurity threats and incidents [removed: and further improve] [added: on us or users of] our [removed: preparedness and response infrastructure.][added: information systems.]

- Engage third-party security firms to monitor and respond to cybersecurity threats and incidents, including [removed: those] [added: risks] 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 [added: managers,] business partners, vendors and service [removed: providers.][added: providers, including their access, if any, to our information systems.]

[removed: 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;

As of December 31, [removed: 2024,] [added: 2025,] the Company [removed: is] [added: was] not aware of 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.

[added: 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 [removed: Factors—Our] [added: Factors—Risks Relating to] Legal, Compliance and [removed: Regulatory Risks—Cybersecurity] [added: Regulatory—Cybersecurity] threats and 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 or unauthorized access to confidential or personal information or damage our or their business relationships and reputation” included in Part I, Item 1A of this Annual Report.

[removed: If] [added: Upon the detection of] a potentially material cybersecurity threat or [removed: incident is identified or discovered,] [added: incident,] the Company’s Information Technology Team [removed: will notify] [added: notifies] our Chief Executive Officer, Chief Financial Officer, General Counsel and other relevant business executives.

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

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

Additionally, cybersecurity threats and incidents against our managers, tenants, borrowers, investments in unconsolidated entities, vendors, suppliers, service providers or other third parties with whom we do business could impact their operations and have consequences for us.

However, we do not control the cybersecurity plans and systems put in place by such third parties and we may

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We also seek to restrict information system access to appropriate levels while allowing users to fulfill their business responsibilities.

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Although we have implemented various measures designed to manage risks relating to these types

As of December 31, [removed: 2024,] [added: 2025,] we owned or had investments in [removed: 1,387] [added: 1,409] properties consisting of [removed: 1,356] [added: 1,374] properties in our SHOP, OM&R and NNN segments and [removed: 31] [added: 35] properties held by unconsolidated real estate entities in our non-segment operations.

The following table provides additional information regarding the geographic diversification of our Segment Properties as of December 31, [removed: 2024:][added: 2025:]

| Colorado | | | | | | [removed: 22] [added: 25] | | | | | | [removed: 2,061] [added: 2,342] | | | | | | 1 | | | | | | 82 | | | | | | 17 | | | | | | 877 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 81 | | | | | | — | | | | | | — | | | | | |

| Florida | | | | | | [removed: 45] [added: 52] | | | | | | [removed: 4,073] [added: 4,754] | | | | | | — | | | | | | — | | | | | | 14 | | | | | | 343 | | | | | | 1 | | | | | | 252 | | | | | | 7 | | | | | | 563 | | | | | | — | | | | | | — | | | | | |

| Idaho | | | | | | 1 | | | | | | [removed: 70] [added: 46] | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 76 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| Kansas | | | | | | 12 | | | | | | [removed: 941] [added: 1,021] | | | | | | — | | | | | | — | | | | | | 2 | | | | | | 115 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| Kentucky | | | | | | [removed: 10] [added: 11] | | | | | | [removed: 1,056] [added: 1,331] | | | | | | — | | | | | | — | | | | | | 2 | | | | | | 73 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 384 | | | | | | — | | | | | | — | | | | | |

| Louisiana | | | | | | [removed: 3] [added: 5] | | | | | | [removed: 281] [added: 458] | | | | | | — | | | | | | — | | | | | | 8 | | | | | | 456 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 32 | | | | | | — | | | | | | — | | | | | |

| Massachusetts | | | | | | [removed: 18] [added: 20] | | | | | | [removed: 2,173] [added: 2,289] | | | | | | 2 | | | | | | 181 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| New Jersey | | | | | | 14 | | | | | | [removed: 1,310] [added: 1,385] | | | | | | 1 | | | | | | 153 | | | | | | 3 | | | | | | 37 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| New Mexico | | | | | | 4 | | | | | | [removed: 451] [added: 403] | | | | | | — | | | | | | — | | | | | | 3 | | | | | | 53 | | | | | | — | | | | | | — | | | | | | 2 | | | | | | 123 | | | | | | 4 | | | | | | 555 | | | | | |

| Nevada | | | | | | 7 | | | | | | [removed: 780] [added: 835] | | | | | | — | | | | | | — | | | | | | 4 | | | | | | 329 | | | | | | — | | | | | | — | | | | | | 2 | | | | | | 130 | | | | | | — | | | | | | — | | | | | |

| Oklahoma | | | | | | 9 | | | | | | [removed: 694] [added: 754] | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 80 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 41 | | | | | | 4 | | | | | | 958 | | | | | |

| Oregon | | | | | | 36 | | | | | | [removed: 3,261] [added: 3,251] | | | | | | 6 | | | | | | 360 | | | | | | 1 | | | | | | 105 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| South Carolina | | | | | | [removed: 6] [added: 7] | | | | | | [removed: 539] [added: 601] | | | | | | — | | | | | | — | | | | | | 22 | | | | | | 1,188 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| Tennessee | | | | | | 17 | | | | | | [removed: 1,355] [added: 1,487] | | | | | | — | | | | | | — | | | | | | 5 | | | | | | 250 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 49 | | | | | | — | | | | | | — | | | | | |

| Texas | | | | | | [removed: 59] [added: 76] | | | | | | [removed: 5,392] [added: 7,616] | | | | | | — | | | | | | — | | | | | | 47 | | | | | | [removed: 2,084] [added: 2,090] | | | | | | — | | | | | | — | | | | | | 9 | | | | | | 627 | | | | | | 2 | | | | | | 445 | | | | | |

| Virginia | | | | | | 11 | | | | | | [removed: 1,029] [added: 991] | | | | | | — | | | | | | — | | | | | | 5 | | | | | | 234 | | | | | | 1 | | | | | | 262 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| Washington | | | | | | 20 | | | | | | [removed: 2,114] [added: 2,051] | | | | | | 7 | | | | | | 636 | | | | | | 10 | | | | | | 584 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| Wisconsin | | | | | | [removed: 35] [added: 31] | | | | | | [removed: 2,236] [added: 2,263] | | | | | | — | | | | | | — | | | | | | 15 | | | | | | 745 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| United Kingdom | | | | | | 11 | | | | | | [removed: 723] [added: 724] | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3 | | | | | | 121 | | | | | |

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| [Table of Contents](#ic80fabac5e8348f8b83547a4817080d6_13) | | |

| Alabama | | | | | | 1 | | | | | | 222 | | | | | | — | | | | | | — | | | | | | 6 | | | | | | 618 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

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

| Arizona | | | | | | 32 | | | | | | 3,425 | | | | | | — | | | | | | — | | | | | | 14 | | | | | | 895 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 60 | | | | | | — | | | | | | — | | | | | |

| California | | | | | | 76 | | | | | | 8,154 | | | | | | — | | | | | | — | | | | | | 29 | | | | | | 2,257 | | | | | | — | | | | | | — | | | | | | 8 | | | | | | 667 | | | | | | — | | | | | | — | | | | | |

| Delaware | | | | | | 2 | | | | | | 182 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| Georgia | | | | | | 16 | | | | | | 1,632 | | | | | | — | | | | | | — | | | | | | 18 | | | | | | 1,279 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 42 | | | | | | — | | | | | | — | | | | | |

| Iowa | | | | | | 2 | | | | | | 214 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| Illinois | | | | | | 32 | | | | | | 3,460 | | | | | | 1 | | | | | | 82 | | | | | | 28 | | | | | | 1,481 | | | | | | 1 | | | | | | 129 | | | | | | 2 | | | | | | 255 | | | | | | — | | | | | | — | | | | | |

| Indiana | | | | | | 10 | | | | | | 1,018 | | | | | | — | | | | | | — | | | | | | 41 | | | | | | 2,293 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 59 | | | | | | — | | | | | | — | | | | | |

| Maine | | | | | | 8 | | | | | | 990 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| Michigan | | | | | | 22 | | | | | | 1,831 | | | | | | — | | | | | | — | | | | | | 16 | | | | | | 727 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| Minnesota | | | | | | 9 | | | | | | 715 | | | | | | — | | | | | | — | | | | | | 2 | | | | | | 99 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| Missouri | | | | | | 6 | | | | | | 593 | | | | | | — | | | | | | — | | | | | | 19 | | | | | | 1,118 | | | | | | 5 | | | | | | 810 | | | | | | 2 | | | | | | 69 | | | | | | — | | | | | | — | | | | | |

| Montana | | | | | | 5 | | | | | | 465 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| North Carolina | | | | | | 37 | | | | | | 3,071 | | | | | | — | | | | | | — | | | | | | 15 | | | | | | 680 | | | | | | 8 | | | | | | 1,356 | | | | | | 1 | | | | | | 124 | | | | | | — | | | | | | — | | | | | |

| New York | | | | | | 46 | | | | | | 5,505 | | | | | | — | | | | | | — | | | | | | 3 | | | | | | 190 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| Ohio | | | | | | 30 | | | | | | 2,736 | | | | | | — | | | | | | — | | | | | | 16 | | | | | | 593 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 50 | | | | | | — | | | | | | — | | | | | |

| Pennsylvania | | | | | | 31 | | | | | | 2,475 | | | | | | 4 | | | | | | 620 | | | | | | 7 | | | | | | 548 | | | | | | 6 | | | | | | 1,119 | | | | | | 1 | | | | | | 52 | | | | | | — | | | | | | — | | | | | |

| Utah | | | | | | 6 | | | | | | 662 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 41 | | | | | | — | | | | | | — | | | | | |

| Total U.S. | | | | | | 771 | | | | | | 75,293 | | | | | | 26 | | | | | | 2,440 | | | | | | 381 | | | | | | 20,783 | | | | | | 28 | | | | | | 4,692 | | | | | | 44 | | | | | | 3,449 | | | | | | 10 | | | | | | 1,958 | | | | | |

| Canada | | | | | | 84 | | | | | | 16,182 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| Total | | | | | | 866 | | | | | | 92,199 | | | | | | 26 | | | | | | 2,440 | | | | | | 381 | | | | | | 20,783 | | | | | | 28 | | | | | | 4,692 | | | | | | 44 | | | | | | 3,449 | | | | | | 13 | | | | | | 2,079 | | | | | |

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

| [Table of Contents](#ic80fabac5e8348f8b83547a4817080d6_13) | | |

| Alabama | | | | | | 1 | | | | | | 154 | | | | | | — | | | | | | — | | | | | | 6 | | | | | | 617 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| Arkansas | | | | | | 5 | | | | | | 414 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 10 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| Arizona | | | | | | 29 | | | | | | 2,572 | | | | | | — | | | | | | — | | | | | | 14 | | | | | | 893 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 60 | | | | | | — | | | | | | — | | | | | |

| California | | | | | | 78 | | | | | | 8,864 | | | | | | — | | | | | | — | | | | | | 29 | | | | | | 2,256 | | | | | | — | | | | | | — | | | | | | 8 | | | | | | 667 | | | | | | — | | | | | | — | | | | | |

| Delaware | | | | | | 2 | | | | | | 109 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| Georgia | | | | | | 15 | | | | | | 1,447 | | | | | | — | | | | | | — | | | | | | 18 | | | | | | 1,275 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 42 | | | | | | — | | | | | | — | | | | | |

| Iowa | | | | | | 2 | | | | | | 215 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| Illinois | | | | | | 33 | | | | | | 3,643 | | | | | | 1 | | | | | | 82 | | | | | | 40 | | | | | | 1,728 | | | | | | 1 | | | | | | 129 | | | | | | 4 | | | | | | 427 | | | | | | — | | | | | | — | | | | | |

| Indiana | | | | | | 9 | | | | | | 752 | | | | | | — | | | | | | — | | | | | | 41 | | | | | | 2,287 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 59 | | | | | | — | | | | | | — | | | | | |

| Maine | | | | | | 8 | | | | | | 895 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| Michigan | | | | | | 23 | | | | | | 1,675 | | | | | | — | | | | | | — | | | | | | 16 | | | | | | 726 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| Minnesota | | | | | | 14 | | | | | | 856 | | | | | | — | | | | | | — | | | | | | 3 | | | | | | 159 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| Missouri | | | | | | 5 | | | | | | 474 | | | | | | — | | | | | | — | | | | | | 19 | | | | | | 1,117 | | | | | | 5 | | | | | | 810 | | | | | | 4 | | | | | | 159 | | | | | | — | | | | | | — | | | | | |

| Montana | | | | | | 5 | | | | | | 464 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| North Carolina | | | | | | 36 | | | | | | 3,048 | | | | | | — | | | | | | — | | | | | | 15 | | | | | | 676 | | | | | | 9 | | | | | | 1,144 | | | | | | 1 | | | | | | 124 | | | | | | — | | | | | | — | | | | | |

| New York | | | | | | 41 | | | | | | 4,501 | | | | | | — | | | | | | — | | | | | | 4 | | | | | | 244 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| Ohio | | | | | | 30 | | | | | | 2,701 | | | | | | — | | | | | | — | | | | | | 16 | | | | | | 591 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 50 | | | | | | — | | | | | | — | | | | | |

| Pennsylvania | | | | | | 32 | | | | | | 2,520 | | | | | | 12 | | | | | | 2,526 | | | | | | 8 | | | | | | 614 | | | | | | 6 | | | | | | 1,119 | | | | | | 1 | | | | | | 52 | | | | | | — | | | | | | — | | | | | |

| Utah | | | | | | 6 | | | | | | 661 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 41 | | | | | | — | | | | | | — | | | | | |

| Total U.S. | | | | | | 740 | | | | | | 69,433 | | | | | | 34 | | | | | | 4,346 | | | | | | 397 | | | | | | 21,192 | | | | | | 29 | | | | | | 4,480 | | | | | | 48 | | | | | | 3,711 | | | | | | 10 | | | | | | 1,958 | | | | | |

| Canada | | | | | | 84 | | | | | | 16,185 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| Total | | | | | | 835 | | | | | | 86,341 | | | | | | 34 | | | | | | 4,346 | | | | | | 397 | | | | | | 21,192 | | | | | | 29 | | | | | | 4,480 | | | | | | 48 | | | | | | 3,711 | | | | | | 13 | | | | | | 2,079 | | | | | |

[removed: PART II][added: PART II]

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

| [Table of Contents](#ic80fabac5e8348f8b83547a4817080d6_13) | | |

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: 7, 2025,] [added: 3, 2026,] there were [removed: 437.1] [added: 475.0] million shares of our common stock outstanding, held by approximately [removed: 3,115] [added: 2,927] 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: 2025.][added: 2026.]

The following performance graph compares the cumulative total return (including dividends) to the holders of our common stock from December 31, [removed: 2019] [added: 2020,] through December 31, [removed: 2024,] [added: 2025,] with the cumulative total returns of the S&P 500 Index, the FTSE Nareit Equity REITs Index (“FTSE Nareit Equity [removed: Index”),] [added: Index”) and] the FTSE Nareit Equity Health Care Index (“FTSE Nareit Health Care [removed: Index”), the NYSE Composite Index and the FTSE Nareit Composite REIT Index (the “Composite REIT] Index”) over the same period.

The comparison assumes $100 was invested on December 31, [removed: 2019] [added: 2020,] in our common stock and in each of the foregoing indices and assumes reinvestment of dividends, as applicable.

[removed: Additionally, we] [added: We] have [removed: elected to replace] [added: included] the [removed: NYSE Composite Index and Composite REIT Index with] FTSE Nareit Health Care Index and FTSE Nareit Equity Index because we believe those indices are [removed: more] representative of the industries in which we compete, or otherwise provide fair bases for comparison with us, and are therefore particularly relevant to an assessment of our [removed: performance.][added: performance, and the S&P 500 Index because we are a member of the S&P 500.]

| | | | [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: 12/31/2023] [added: 12/31/2024] | | | | | | [removed: 12/31/2024] [added: 12/31/2025] | | |

| FTSE Nareit Equity Index | | | $100 | | | | | | [removed: $92] [added: $143] | | | | | | [removed: $132] [added: $108] | | | | | | [removed: $100] [added: $123] | | | | | | [removed: $113] [added: $134] | | | | | | [removed: $123] [added: $138] | | |

[removed: ][added: ]

The table below summarizes repurchases of our common stock made during the quarter ended December 31, [removed: 2024:][added: 2025:]

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

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

| [Table of Contents](#ic80fabac5e8348f8b83547a4817080d6_13) | | |

| Ventas | | | $100 | | | | | | $108 | | | | | | $99 | | | | | | $113 | | | | | | $139 | | | | | | $187 | | |

| S&P 500 Index | | | $100 | | | | | | $129 | | | | | | $105 | | | | | | $133 | | | | | | $166 | | | | | | $196 | | |

| FTSE Nareit Health Care Index | | | $100 | | | | | | $116 | | | | | | $91 | | | | | | $103 | | | | | | $128 | | | | | | $165 | | |

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

| [Table of Contents](#ic80fabac5e8348f8b83547a4817080d6_13) | | |

| October 1 through October 31 | | | 202 | | | | | | $ | 70.16 | | | | | — | | | | | | — | | |

| December 1 through December 31 | | | 435 | | | | | | 77.38 | | | | | | — | | | | | | — | | |

| Total | | | 637 | | | | | | $ | 75.09 | | | | | — | | | | | | — | | |

We have included the S&P 500 Index because we are a member of the S&P 500.

In this transition year, in accordance with Item 201(e)(4) of Regulation S-K, the stock performance graph below includes both the new indices as well as the replaced indices that we used in the immediately preceding year to assist our investors in understanding the impact of the transition.

| Ventas | | | $100 | | | | | | $90 | | | | | | $97 | | | | | | $89 | | | | | | $102 | | | | | | $125 | | |

| S&P 500 Index | | | $100 | | | | | | $118 | | | | | | $152 | | | | | | $125 | | | | | | $158 | | | | | | $197 | | |

| FTSE Nareit Health Care Index | | | $100 | | | | | | $90 | | | | | | $105 | | | | | | $82 | | | | | | $93 | | | | | | $115 | | |

| NYSE Composite Index | | | $100 | | | | | | $107 | | | | | | $129 | | | | | | $117 | | | | | | $133 | | | | | | $154 | | |

| Composite REIT Index | | | $100 | | | | | | $94 | | | | | | $132 | | | | | | $99 | | | | | | $110 | | | | | | $115 | | |

| October 1 through October 31 | | | 496 | | | | | | $ | 62.93 | | | | | — | | | | | | — | | |

| December 1 through December 31 | | | 145 | | | | | | 62.26 | | | | | | — | | | | | | — | | |

| Total | | | 641 | | | | | | $ | 62.78 | | | | | — | | | | | | — | | |

| [Management Report on Internal Control over Financial [removed: Reporting](#i0ee1bdf326a3438c956858aa3391fabf_82)] [added: Reporting](#ic80fabac5e8348f8b83547a4817080d6_181)] | | | [removed: [72](#i0ee1bdf326a3438c956858aa3391fabf_82)] [added: [90](#ic80fabac5e8348f8b83547a4817080d6_181)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i0ee1bdf326a3438c956858aa3391fabf_85)] [added: Firm](#ic80fabac5e8348f8b83547a4817080d6_184)] (KPMG LLP, Chicago, IL, Auditor Firm ID: 185) | | | [removed: [73](#i0ee1bdf326a3438c956858aa3391fabf_85)] [added: [91](#ic80fabac5e8348f8b83547a4817080d6_184)] | | |

| [Report of Independent Registered Public Accounting Firm on Internal Control over Financial [removed: Reporting](#i0ee1bdf326a3438c956858aa3391fabf_88)] [added: Reporting](#ic80fabac5e8348f8b83547a4817080d6_187)] | | | [removed: [75](#i0ee1bdf326a3438c956858aa3391fabf_88)] [added: [93](#ic80fabac5e8348f8b83547a4817080d6_187)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2](#ic80fabac5e8348f8b83547a4817080d6_190)[0](#ic80fabac5e8348f8b83547a4817080d6_190)[2](#ic80fabac5e8348f8b83547a4817080d6_190)[5] and [removed: 2023](#i0ee1bdf326a3438c956858aa3391fabf_91)] [added: 2](#ic80fabac5e8348f8b83547a4817080d6_190)[024](#ic80fabac5e8348f8b83547a4817080d6_190)] | | | [removed: [76](#i0ee1bdf326a3438c956858aa3391fabf_91)] [added: [95](#ic80fabac5e8348f8b83547a4817080d6_190)] | | |

| [Consolidated Statements of Income for the Years Ended December [removed: 31, 2024, 2023 and 2022](#i0ee1bdf326a3438c956858aa3391fabf_97)] [added: 31,](#ic80fabac5e8348f8b83547a4817080d6_196) [2025,](#ic80fabac5e8348f8b83547a4817080d6_196) [2024](#ic80fabac5e8348f8b83547a4817080d6_196) [and](#ic80fabac5e8348f8b83547a4817080d6_196) [2023](#ic80fabac5e8348f8b83547a4817080d6_196)] | | | [removed: [77](#i0ee1bdf326a3438c956858aa3391fabf_97)] [added: [96](#ic80fabac5e8348f8b83547a4817080d6_196)] | | |

| [Consolidated Statements of Comprehensive Income for the Years Ended December [removed: 31, 2024, 2023 and 2022](#i0ee1bdf326a3438c956858aa3391fabf_100)] [added: 31,](#ic80fabac5e8348f8b83547a4817080d6_199) [2025,](#ic80fabac5e8348f8b83547a4817080d6_199) [2024](#ic80fabac5e8348f8b83547a4817080d6_199) [a](#ic80fabac5e8348f8b83547a4817080d6_199)[nd](#ic80fabac5e8348f8b83547a4817080d6_199) [2023](#ic80fabac5e8348f8b83547a4817080d6_199)] | | | [removed: [78](#i0ee1bdf326a3438c956858aa3391fabf_100)] [added: [97](#ic80fabac5e8348f8b83547a4817080d6_199)] | | |

| [Consolidated Statements of Equity for the Years Ended December [removed: 31, 2024, 2023 and 2022](#i0ee1bdf326a3438c956858aa3391fabf_103)] [added: 31,](#ic80fabac5e8348f8b83547a4817080d6_202) [2025,](#ic80fabac5e8348f8b83547a4817080d6_202) [2024](#ic80fabac5e8348f8b83547a4817080d6_202) [and](#ic80fabac5e8348f8b83547a4817080d6_202) [2023](#ic80fabac5e8348f8b83547a4817080d6_202)] | | | [removed: [79](#i0ee1bdf326a3438c956858aa3391fabf_103)] [added: [98](#ic80fabac5e8348f8b83547a4817080d6_202)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December [removed: 31, 2024, 2023 and 2022](#i0ee1bdf326a3438c956858aa3391fabf_109)] [added: 31,](#ic80fabac5e8348f8b83547a4817080d6_208) [2025,](#ic80fabac5e8348f8b83547a4817080d6_208) [2024](#ic80fabac5e8348f8b83547a4817080d6_208) [and](#ic80fabac5e8348f8b83547a4817080d6_208) [2023](#ic80fabac5e8348f8b83547a4817080d6_208)] | | | [removed: [80](#i0ee1bdf326a3438c956858aa3391fabf_109)] [added: [99](#ic80fabac5e8348f8b83547a4817080d6_208)] | | |

[removed: | [Notes to Consolidated Financial Statements](#i0ee1bdf326a3438c956858aa3391fabf_112) | | | [82](#i0ee1bdf326a3438c956858aa3391fabf_112) | | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

| [Consolidated Financial Statement [removed: Schedules](#i0ee1bdf326a3438c956858aa3391fabf_178)] [added: Schedules](#ic80fabac5e8348f8b83547a4817080d6_277)] | | | | | |

| [Schedule III — Real Estate and Accumulated [removed: Depreciation](#i0ee1bdf326a3438c956858aa3391fabf_181)] [added: Depreciation](#ic80fabac5e8348f8b83547a4817080d6_280)] | | | [removed: [124](#i0ee1bdf326a3438c956858aa3391fabf_181)] [added: [151](#ic80fabac5e8348f8b83547a4817080d6_280)] | | |

| [Schedule IV — Mortgage Loans on Real [removed: Estate](#i0ee1bdf326a3438c956858aa3391fabf_193)] [added: Estate](#ic80fabac5e8348f8b83547a4817080d6_292)] | | | [removed: [127](#i0ee1bdf326a3438c956858aa3391fabf_193)] [added: [155](#ic80fabac5e8348f8b83547a4817080d6_292)] | | |

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: 2024.][added: 2025.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] 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: 2024] [added: 2025] and [removed: 2023,] [added: December 31, 2024,] 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: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: December 31, 2024,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 13, 2025] [added: 6, 2026] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

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

We have audited Ventas, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: December 31, 2024,] 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: 2024,] [added: 2025,] and the related notes and financial statement schedules III and IV (collectively, the consolidated financial statements), and our report dated February [removed: 13, 2025] [added: 6, 2026] expressed an unqualified opinion on those consolidated financial statements.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; [removed: and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]

| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Land and improvements | | | $ | [removed: 2,775,790] [added: 2,962,738] | | | | | $ | [removed: 2,596,274] [added: 2,775,790] | |

| Buildings and improvements | | | [removed: 28,717,990] [added: 30,872,598] | | | | | | [removed: 27,201,381] [added: 28,717,990] | | |

| Construction in progress | | | [removed: 336,231] [added: 358,811] | | | | | | [removed: 368,143] [added: 336,231] | | |

| Acquired lease intangibles | | | [removed: 1,558,751] [added: 1,680,567] | | | | | | [removed: 1,448,146] [added: 1,558,751] | | |

| Operating lease assets | | | [removed: 308,019] [added: 295,838] | | | | | | [removed: 312,142] [added: 308,019] | | |

| Accumulated depreciation and amortization | | | [removed: (11,096,236)] [added: (12,043,619)] | | | | | | [removed: (10,177,136)] [added: (11,096,236)] | | |

| Net real estate property | | | [removed: 22,600,545] [added: 24,126,933] | | | | | | [removed: 21,748,950] [added: 22,600,545] | | |

| Secured loans receivable and investments, net | | | [removed: 144,872] [added: 143,913] | | | | | | [removed: 27,986] [added: 144,872] | | |

| Investments in unconsolidated real estate entities | | | [removed: 626,122] [added: 617,571] | | | | | | [removed: 598,206] [added: 626,122] | | |

| Net real estate investments | | | [removed: 23,371,539] [added: 24,888,417] | | | | | | [removed: 22,375,142] [added: 23,371,539] | | |

| Cash and cash equivalents | | | [removed: 897,850] [added: 741,067] | | | | | | [removed: 508,794] [added: 897,850] | | |

| Escrow deposits and restricted cash | | | [removed: 59,383] [added: 45,070] | | | | | | [removed: 54,668] [added: 59,383] | | |

| Goodwill | | | [removed: 1,044,915] [added: 1,046,072] | | | | | | [removed: 1,045,176] [added: 1,044,915] | | |

| Assets held for sale | | | [removed: 18,625] [added: 42,993] | | | | | | [removed: 56,489] [added: 18,625] | | |

| Deferred income tax assets, net | | | [removed: 1,931] [added: 2,797] | | | | | | [removed: 1,754] [added: 1,931] | | |

| Other assets | | | [removed: 792,663] [added: 825,529] | | | | | | [removed: 683,410] [added: 792,663] | | |

| Total assets | | | $ | [removed: 26,186,906] [added: 27,591,945] | | | | | $ | [removed: 24,725,433] [added: 26,186,906] | |

| [Notes to Consolidated Financial Statements](#ic80fabac5e8348f8b83547a4817080d6_211) | | | [102](#ic80fabac5e8348f8b83547a4817080d6_211) | | |

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

| [Table of Contents](#ic80fabac5e8348f8b83547a4817080d6_13) | | |

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

| [Table of Contents](#ic80fabac5e8348f8b83547a4817080d6_13) | | |

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

| [Table of Contents](#ic80fabac5e8348f8b83547a4817080d6_13) | | |

February 6, 2026

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

| [Table of Contents](#ic80fabac5e8348f8b83547a4817080d6_13) | | |

| | | |

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

| [Table of Contents](#ic80fabac5e8348f8b83547a4817080d6_13) | | |

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

February 6, 2026

| | | |

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

| [Table of Contents](#ic80fabac5e8348f8b83547a4817080d6_13) | | |

| | | | 2025 | | | | | | 2024 | | |

| | | | 36,170,552 | | | | | | 33,696,781 | | |

| | | |

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

| [Table of Contents](#ic80fabac5e8348f8b83547a4817080d6_13) | | |

| Net income (loss) | | | $ | 0.57 | | | | | $ | 0.21 | | | | | $ | (0.08) | |

| | | |

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

| [Table of Contents](#ic80fabac5e8348f8b83547a4817080d6_13) | | |

| | | |

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

| [Table of Contents](#ic80fabac5e8348f8b83547a4817080d6_13) | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 251,381 | | | | | | — | | | | | | 251,381 | | | | | | 10,137 | | | | | | 261,518 | | |

| Other comprehensive loss | | | — | | | | | | — | | | | | | (6,325) | | | | | | — | | | | | | — | | | | | | (6,325) | | | | | | 2,236 | | | | | | (4,089) | | |

| Dividends to common stockholders— $1.92 per share | | | — | | | | | | 117 | | | | | | — | | | | | | (892,505) | | | | | | — | | | | | | (892,388) | | | | | | — | | | | | | (892,388) | | |

| Balance at December 31, 2025 | | | $ | 118,732 | | | | | $ | 19,976,183 | | | | | $ | (39,851) | | | | | $ | (7,527,777) | | | | | $ | (34) | | | | | $ | 12,527,253 | | | | | $ | 58,555 | | | | | $ | 12,585,808 | |

| | | |

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

February 13, 2025

| | | | 33,696,781 | | | | | | 31,926,086 | | |

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

(1) Potential common shares are not included in the computation of diluted earnings per share (“EPS”) when a net loss exists as the effect would be an antidilutive per share amount.

| Balance at January 1, 2022 | | | $ | 99,838 | | | | | $ | 15,498,956 | | | | | $ | (64,520) | | | | | $ | (4,679,889) | | | | | $ | — | | | | | $ | 10,854,385 | | | | | $ | 91,375 | | | | | $ | 10,945,760 | |

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

| Other comprehensive income | | | — | | | | | | — | | | | | | 27,720 | | | | | | — | | | | | | — | | | | | | 27,720 | | | | | | (2,018) | | | | | | 25,702 | | |

| Dividends to common stockholders— $1.80 per share | | | — | | | | | | 78 | | | | | | — | | | | | | (754,003) | | | | | | — | | | | | | (753,925) | | | | | | — | | | | | | (753,925) | | |

| Noncontrolling interests | | | — | | | | | | — | | | | | | 3,351 | | |

| Senior housing operating portfolio (SHOP) | | | | | | $ | 866,383 | | | | | 41.9 | | % | | | | 629 | | |

| Outpatient medical and research portfolio (OM&R) | | | | | | 579,271 | | | | | | 28.0 | | % | | | | 426 | | |

| Triple-net leased properties (NNN) | | | | | | 606,225 | | | | | | 29.3 | | % | | | | 301 | | |

| Non-segment (2) | | | | | | 17,204 | | | | | | 0.8 | | % | | | | n/a | | |

| | | | | | | $ | 2,069,083 | | | | | 100 | | % | | | | 1,356 | | |

______________________________

All intercompany transactions and balances have been

We have separately identified certain special purpose entities that were established to allow investments in research projects by tax credit investors (“TCIs”).

We have determined that these special purpose entities are VIEs, we are a holder of variable interests and we are the primary beneficiary of the VIEs, and therefore, we consolidate these special purpose entities.

Our primary beneficiary determination is based upon several factors, including but not limited to the rights we have in directing the activities which most significantly impact the VIEs’ economic performance as well as certain guarantees which protect the TCIs from losses should a tax credit recapture event occur.

| Tax credit VIEs (1) | | | | | | — | | | | | | — | | | | | | 29,746 | | | | | | 4,024 | | |

(1) Balances as of December 31, 2024 reflect the completion of the tax credit structure unwinds.

purchases by us of any OP Units.

Accounting for Historic and New Markets Tax Credits

For certain of our research centers, we are party to contractual arrangements with TCIs that were established to enable the TCIs to receive benefits of historic tax credits (“HTCs”), new markets tax credits (“NMTCs”) or both.

As of December 31, 2024 and 2023, we owned zero and one property that had syndicated NMTCs to TCIs.

In general, TCIs invest cash into special purpose entities that invest in entities that own the subject property and generate the tax credits.

The TCIs receive substantially all of the tax credits and hold only a nominal interest in the economic risk and benefits of the special purpose entities.

HTCs are delivered to the TCIs upon substantial completion of the project.

NMTCs are allowed for up to 39% of a qualified investment and are delivered to the TCIs after the investment has been funded and spent on a qualified business.

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

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

NMTCs are subject to recapture until the end of the seventh year following the qualifying investment.

We have provided the TCIs with certain guarantees which protect the TCIs from losses should a tax credit recapture event occur.

The contractual arrangements with the TCIs include a put/call provision whereby we may be obligated or entitled to repurchase the interest of the TCIs in the special purpose entities at the end of the tax credit recapture period.

We anticipate that either the TCIs will exercise their put rights or we will exercise our call rights prior to the applicable tax credit recapture periods.

The portion of the TCI’s investment that is attributed to the put is recorded at fair value at inception in accounts payable and other liabilities on our Consolidated Balance Sheets, and is accreted to the expected put price as interest expense in our Consolidated Statements of Income over the recapture period.

The remaining balance of the TCI’s investment is initially recorded in accounts payable and other liabilities on our Consolidated Balance Sheets and will be relieved upon delivery of the tax credit to the TCI, as a reduction in the carrying value of the subject property, net of allocated expenses.

Direct and incremental costs incurred in structuring the transaction are deferred and will be recognized as an increase in the cost basis of the subject property upon the recognition of the related tax credit as discussed above.

We estimate the fair value of purchase option intangible assets and liabilities, if any, by discounting the difference between the applicable property’s acquisition date fair value and an estimate of its future option price.

We do not amortize the resulting intangible asset or liability over the term of the lease, but rather adjust the recognized value of the asset or liability upon sale.

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: 2024.][added: 2025.]

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: 2024,] [added: 2025,] at the reasonable assurance level.

During the fourth quarter of [removed: 2024,] [added: 2025,] 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, [removed: 2024,] [added: 2025,] 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).

[removed: PART III][added: PART III]

| | | |

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

| [Table of Contents](#ic80fabac5e8348f8b83547a4817080d6_13) | | |

The information required by this Item 10 is incorporated by reference to our definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders, which we will file with the SEC not later than April 30, [removed: 2025.][added: 2026.]

The information required by this Item 11 is incorporated by reference to our definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders, which we will file with the SEC not later than April 30, [removed: 2025.][added: 2026.]

The information required by this Item 12 is incorporated by reference to our definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders, which we will file with the SEC not later than April 30, [removed: 2025.][added: 2026.]

The information required by this Item 13 is incorporated by reference to our definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders, which we will file with the SEC not later than April 30, [removed: 2025.][added: 2026.]

The information required by this Item 14 is incorporated by reference to our definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders, which we will file with the SEC not later than April 30, [removed: 2025.][added: 2026.]

[removed: PART IV][added: PART IV]

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

| [Table of Contents](#ic80fabac5e8348f8b83547a4817080d6_13) | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i0ee1bdf326a3438c956858aa3391fabf_85)] [added: Firm](#ic80fabac5e8348f8b83547a4817080d6_184)] | | | [removed: [73](#i0ee1bdf326a3438c956858aa3391fabf_85)] [added: [91](#ic80fabac5e8348f8b83547a4817080d6_184)] | | |

| [Consolidated Balance Sheets as of December [removed: 31, 202](#i0ee1bdf326a3438c956858aa3391fabf_91)[4](#i0ee1bdf326a3438c956858aa3391fabf_91) [and 20](#i0ee1bdf326a3438c956858aa3391fabf_91)[23](#i0ee1bdf326a3438c956858aa3391fabf_91)] [added: 31,](#ic80fabac5e8348f8b83547a4817080d6_190) [2025 and](#ic80fabac5e8348f8b83547a4817080d6_190) [2024](#ic80fabac5e8348f8b83547a4817080d6_190)] | | | [removed: [76](#i0ee1bdf326a3438c956858aa3391fabf_91)] [added: [95](#ic80fabac5e8348f8b83547a4817080d6_190)] | | |

| [Consolidated Statements of Income for the Years Ended December [removed: 31, 202](#i0ee1bdf326a3438c956858aa3391fabf_97)[4](#i0ee1bdf326a3438c956858aa3391fabf_97)[, 202](#i0ee1bdf326a3438c956858aa3391fabf_97)[3](#i0ee1bdf326a3438c956858aa3391fabf_97) [and 20](#i0ee1bdf326a3438c956858aa3391fabf_97)[2](#i0ee1bdf326a3438c956858aa3391fabf_97)[2](#i0ee1bdf326a3438c956858aa3391fabf_97)] [added: 31,](#ic80fabac5e8348f8b83547a4817080d6_196) [2025,](#ic80fabac5e8348f8b83547a4817080d6_196) [2024](#ic80fabac5e8348f8b83547a4817080d6_196) [and](#ic80fabac5e8348f8b83547a4817080d6_196) [2023](#ic80fabac5e8348f8b83547a4817080d6_196)] | | | [removed: [77](#i0ee1bdf326a3438c956858aa3391fabf_97)] [added: [96](#ic80fabac5e8348f8b83547a4817080d6_196)] | | |

| [Consolidated Statements of Comprehensive Income for the Years Ended December [removed: 31, 202](#i0ee1bdf326a3438c956858aa3391fabf_100)[4](#i0ee1bdf326a3438c956858aa3391fabf_100)[, 202](#i0ee1bdf326a3438c956858aa3391fabf_100)[3](#i0ee1bdf326a3438c956858aa3391fabf_100) [and 20](#i0ee1bdf326a3438c956858aa3391fabf_100)[2](#i0ee1bdf326a3438c956858aa3391fabf_100)[2](#i0ee1bdf326a3438c956858aa3391fabf_100)] [added: 31,](#ic80fabac5e8348f8b83547a4817080d6_199) [2025](#ic80fabac5e8348f8b83547a4817080d6_199)[,](#ic80fabac5e8348f8b83547a4817080d6_199) [2024](#ic80fabac5e8348f8b83547a4817080d6_199) [and](#ic80fabac5e8348f8b83547a4817080d6_199) [2023](#ic80fabac5e8348f8b83547a4817080d6_199)] | | | [removed: [78](#i0ee1bdf326a3438c956858aa3391fabf_100)] [added: [97](#ic80fabac5e8348f8b83547a4817080d6_199)] | | |

| [Consolidated Statements of Equity for the Years Ended December [removed: 31, 202](#i0ee1bdf326a3438c956858aa3391fabf_103)[4](#i0ee1bdf326a3438c956858aa3391fabf_103)[, 202](#i0ee1bdf326a3438c956858aa3391fabf_103)[3](#i0ee1bdf326a3438c956858aa3391fabf_103) [and 20](#i0ee1bdf326a3438c956858aa3391fabf_103)[2](#i0ee1bdf326a3438c956858aa3391fabf_103)[2](#i0ee1bdf326a3438c956858aa3391fabf_103)] [added: 31,](#ic80fabac5e8348f8b83547a4817080d6_202) [2025,](#ic80fabac5e8348f8b83547a4817080d6_202) [2024](#ic80fabac5e8348f8b83547a4817080d6_202) [and](#ic80fabac5e8348f8b83547a4817080d6_202) [2023](#ic80fabac5e8348f8b83547a4817080d6_202)] | | | [removed: [79](#i0ee1bdf326a3438c956858aa3391fabf_103)] [added: [98](#ic80fabac5e8348f8b83547a4817080d6_202)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December [removed: 31, 202](#i0ee1bdf326a3438c956858aa3391fabf_109)[4](#i0ee1bdf326a3438c956858aa3391fabf_109)[, 202](#i0ee1bdf326a3438c956858aa3391fabf_109)[3](#i0ee1bdf326a3438c956858aa3391fabf_109) [and 20](#i0ee1bdf326a3438c956858aa3391fabf_109)[2](#i0ee1bdf326a3438c956858aa3391fabf_109)[2](#i0ee1bdf326a3438c956858aa3391fabf_109)] [added: 31,](#ic80fabac5e8348f8b83547a4817080d6_208) [2025](#ic80fabac5e8348f8b83547a4817080d6_208)[,](#ic80fabac5e8348f8b83547a4817080d6_208) [2024](#ic80fabac5e8348f8b83547a4817080d6_208) [a](#ic80fabac5e8348f8b83547a4817080d6_208)[nd](#ic80fabac5e8348f8b83547a4817080d6_208) [2023](#ic80fabac5e8348f8b83547a4817080d6_208)] | | | [removed: [80](#i0ee1bdf326a3438c956858aa3391fabf_109)] [added: [99](#ic80fabac5e8348f8b83547a4817080d6_208)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i0ee1bdf326a3438c956858aa3391fabf_112)] [added: Statements](#ic80fabac5e8348f8b83547a4817080d6_211)] | | | [removed: [82](#i0ee1bdf326a3438c956858aa3391fabf_112)] [added: [102](#ic80fabac5e8348f8b83547a4817080d6_211)] | | |

| [Schedule III — Real Estate and Accumulated [removed: Depreciation](#i0ee1bdf326a3438c956858aa3391fabf_181)] [added: Depreciation](#ic80fabac5e8348f8b83547a4817080d6_280)] | | | [removed: [124](#i0ee1bdf326a3438c956858aa3391fabf_184)] [added: [151](#ic80fabac5e8348f8b83547a4817080d6_283)] | | |

| [Schedule IV — Mortgage Loans on Real [removed: Estate](#i0ee1bdf326a3438c956858aa3391fabf_193)] [added: Estate](#ic80fabac5e8348f8b83547a4817080d6_292)] | | | [removed: [127](#i0ee1bdf326a3438c956858aa3391fabf_193)] [added: [155](#ic80fabac5e8348f8b83547a4817080d6_292)] | | |

| [removed: [3.1](http://www.sec.gov/Archives/edgar/data/740260/000095012311073804/c18908exv3w1.htm)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/740260/000110465922067037/tm2217422d1_ex3-1.htm)] | | | | | | [added: Sixth] Amended and Restated [removed: Certificate of Incorporation,] [added: Bylaws,] as amended, of Ventas, Inc. | | | | | | Incorporated by reference herein. Previously filed as Exhibit 3.1 to our [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the quarter ended June 30, 2011,] [added: 8-K,] filed on [removed: August 5, 2011,] [added: June 1, 2022,] File No. 001-10989. | | | | | |

| [removed: [3.2](http://www.sec.gov/Archives/edgar/data/740260/000110465922067037/tm2217422d1_ex3-1.htm)] [added: [3.1](https://www.sec.gov/Archives/edgar/data/740260/000110465925048666/tm2515009d1_ex3-3.htm)] | | | | | | [removed: Sixth Amended and] Restated [removed: Bylaws, as amended,] [added: Certificate] of [added: Incorporation of] Ventas, Inc. | | | | | | Incorporated by reference herein. Previously filed as Exhibit [removed: 3.1] [added: 3.3] to our Current Report on Form 8-K, filed on [removed: June 1, 2022,] [added: May 15, 2025,] File No. 001-10989. | | | | | |

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/740260/000074026016000201/vtr-20151231ex41.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/740260/000074026016000201/vtr-20151231ex41.htm)] | | | | | | Specimen common stock certificate. | | | | | | Incorporated by reference herein. Previously filed as Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed on February 12, 2016, File No. 001-10989. | | | | | |

| [removed: [4.2](http://www.sec.gov/Archives/edgar/data/740260/000074026017000056/vtr-20161231ex410.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/740260/000074026017000056/vtr-20161231ex410.htm).1] | | | | | | [removed: Indenture] [added: Indenture,] dated as of September 26, [removed: 2013] [added: 2013,] by and among Ventas, Inc., Ventas Realty, Limited Partnership, as Issuer, the Guarantors named therein, as Guarantors, and U.S. Bank National Association, as Trustee. | | | | | | Incorporated by reference herein. Previously filed as Exhibit 4.10 to our Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 14, 2017, File No. 001-10989. | | | | | |

| [removed: [4.3](http://www.sec.gov/Archives/edgar/data/740260/000110465913072407/a13-21064_7ex4d3.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/740260/000110465913072407/a13-21064_7ex4d3.htm)2.2] | | | | | | Second Supplemental [removed: Indenture] [added: Indenture,] dated as of September 26, [removed: 2013] [added: 2013,] by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 5.700% Senior Notes due 2043. | | | | | | Incorporated by reference herein. Previously filed as Exhibit 4.3 to our Current Report on Form 8-K, filed on September 26, 2013, File No. 001-10989. | | | | | |

| [removed: [4](https://www.sec.gov/Archives/edgar/data/740260/000110465915002392/a14-15128_5ex4d2.htm)[.4](https://www.sec.gov/Archives/edgar/data/740260/000110465915002392/a14-15128_5ex4d2.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/740260/000110465915002392/a14-15128_5ex4d2.htm)2.3] | | | | | | Fifth Supplemental [removed: Indenture] [added: Indenture,] dated as of January 14, [removed: 2015] [added: 2015,] by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 3.500% Senior Notes due 2025. | | | | | | Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on January 14, 2015, File No. 001-10989. | | | | | |

| [removed: [4](https://www.sec.gov/Archives/edgar/data/740260/000110465915002392/a14-15128_5ex4d3.htm)[.5](https://www.sec.gov/Archives/edgar/data/740260/000110465915002392/a14-15128_5ex4d3.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/740260/000110465915002392/a14-15128_5ex4d3.htm)2.4] | | | | | | Sixth Supplemental [removed: Indenture] [added: Indenture,] dated as of January 14, [removed: 2015] [added: 2015,] by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 4.375% Senior Notes due 2045. | | | | | | Incorporated by reference herein. Previously filed as Exhibit 4.3 to our Current Report on Form 8-K, filed on January 14, 2015, File No. 001-10989. | | | | | |

| [removed: [4.6](https://www.sec.gov/Archives/edgar/data/740260/000074026014000207/vtr-ex41_2014930.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/740260/000074026014000207/vtr-ex41_2014930.htm)3.1] | | | | | | [removed: Indenture] [added: Indenture,] dated as September 24, [removed: 2014] [added: 2014,] by and among Ventas, Inc., Ventas Canada Finance Limited, the Guarantors parties thereto from time to time and Computershare Trust Company of Canada, as Trustee. | | | | | | Incorporated by reference herein. Previously filed as Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed on October 24, 2014, File No. 001-10989. | | | | | |

| [removed: [4.7](https://www.sec.gov/Archives/edgar/data/740260/000074026022000057/vtr-ex414_123121.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/740260/000074026022000057/vtr-ex414_123121.htm)3.2] | | | | | | Seventh Supplemental [removed: Indenture] [added: Indenture,] dated as of December 1, [removed: 2021] [added: 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: [4.8](https://www.sec.gov/Archives/edgar/data/740260/000074026022000057/vtr-ex415_123121.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/740260/000074026022000057/vtr-ex415_123121.htm)3.3] | | | | | | Eighth Supplemental [removed: Indenture] [added: Indenture,] dated as of December 1, [removed: 2021] [added: 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: [4.9](https://www.sec.gov/Archives/edgar/data/740260/000074026023000106/vtr-ex41ninthsuppindenture.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/740260/000074026023000106/vtr-ex41ninthsuppindenture.htm)3.4] | | | | | | Ninth Supplemental [removed: Indenture] [added: Indenture,] dated as of April 21, [removed: 2023] [added: 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 5.398% Senior Notes, Series I due 2028. | | | | | | Incorporated by reference herein. Previously filed as Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed on May 9, 2023, File No. 001-10989. | | | | | |

| [removed: [4.10](http://www.sec.gov/Archives/edgar/data/740260/000074026022000057/vtr-ex415_123121.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/740260/000074026024000139/vtr-ex41_033124tenthsupp.htm)3.5] | | | | | | [removed: Eighth] [added: Tenth] Supplemental [removed: Indenture] [added: Indenture,] dated as of [removed: December 1, 2021] [added: March 5, 2024,] 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: 3.30%] [added: 5.10%] Senior Notes, Series [removed: H] [added: J] due [removed: 2031.] [added: 2029.] | | | | | | Incorporated by reference herein. Previously filed as Exhibit [removed: 4.15] [added: 4.1] to our [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2021,] [added: 2024,] filed on [removed: February 18, 2022,] [added: May 2, 2024,] File No. 001-10989. | | | | | |