filings.toolsItem 15. Exhibits and Financial Statement Schedules
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Item 15. Exhibits and Financial Statement Schedules
Financial Statements and Financial Statement Schedules
The following documents have been included in Part II, Item 8 of this Annual Report on Form 10-K:
All other schedules have been omitted because they are inapplicable or not required or the information is included elsewhere in the Consolidated Financial Statements or notes thereto.
| Table of Contents |
EXHIBITS
| Exhibit Number | Description of Document | Location of Document | |||||||||||||||
| 2.1 | Agreement and Plan of Merger, dated as of June 28, 2021, by and among Ventas, Inc., Cadence Merger Sub LLC and New Senior Investment Group Inc. | Incorporated by reference herein. Previously filed as Exhibit 2.1 to our Current Report on Form 8-K, filed on June 28, 2021, File No. 001-10989. | |||||||||||||||
| 3.1 | Restated Certificate of Incorporation of Ventas, Inc. | Incorporated by reference herein. Previously filed as Exhibit 3.3 to our Current Report on Form 8-K, filed on May 15, 2025, File No. 001-10989. | |||||||||||||||
| 3.2 | Sixth Amended and Restated Bylaws, as amended, of Ventas, Inc. | Incorporated by reference herein. Previously filed as Exhibit 3.1 to our Current Report on Form 8-K, filed on June 1, 2022, File No. 001-10989. | |||||||||||||||
| 4.1 | 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. | |||||||||||||||
| 4.2.1 | Indenture, dated as of September 26, 2013, by and among Ventas, Inc., Ventas Realty, Limited Partnership, as Issuer, the Guarantors named therein, as Guarantors, and U.S. Bank National Association, as Trustee. | Incorporated by reference herein. Previously filed as Exhibit 4.10 to our Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 14, 2017, File No. 001-10989. | |||||||||||||||
| 4.2.2 | Second Supplemental Indenture, dated as of September 26, 2013, by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 5.700% Senior Notes due 2043. | Incorporated by reference herein. Previously filed as Exhibit 4.3 to our Current Report on Form 8-K, filed on September 26, 2013, File No. 001-10989. | |||||||||||||||
| 4.2.3 | Fifth Supplemental Indenture, dated as of January 14, 2015, by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 3.500% Senior Notes due 2025. | Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on January 14, 2015, File No. 001-10989. | |||||||||||||||
| 4.2.4 | Sixth Supplemental Indenture, dated as of January 14, 2015, by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 4.375% Senior Notes due 2045. | Incorporated by reference herein. Previously filed as Exhibit 4.3 to our Current Report on Form 8-K, filed on January 14, 2015, File No. 001-10989. | |||||||||||||||
| 4.3.1 | Indenture, dated as September 24, 2014, by and among Ventas, Inc., Ventas Canada Finance Limited, the Guarantors parties thereto from time to time and Computershare Trust Company of Canada, as Trustee. | Incorporated by reference herein. Previously filed as Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed on October 24, 2014, File No. 001-10989. | |||||||||||||||
| 4.3.2 | Seventh Supplemental Indenture, dated as of December 1, 2021, by and among Ventas Canada Finance Limited, as Issuer, Ventas, Inc., as Guarantor, and Computershare Trust Company of Canada, as Trustee, relating to the 2.45% Senior Notes, Series G due 2027. | Incorporated by reference herein. Previously filed as Exhibit 4.14 to our Annual Report on Form 10-K for the year ended December 31, 2021, filed on February 18, 2022, File No. 001-10989. | |||||||||||||||
| 4.3.3 | Eighth Supplemental Indenture, dated as of December 1, 2021, by and among Ventas Canada Finance Limited, as Issuer, Ventas, Inc., as Guarantor, and Computershare Trust Company of Canada, as Trustee, relating to the 3.30% Senior Notes, Series H due 2031. | Incorporated by reference herein. Previously filed as Exhibit 4.15 to our Annual Report on Form 10-K for the year ended December 31, 2021, filed on February 18, 2022, File No. 001-10989. | |||||||||||||||
| Table of Contents |
| Exhibit Number | Description of Document | Location of Document | |||||||||||||||
| 4.3.4 | Ninth Supplemental Indenture, dated as of April 21, 2023, by and among Ventas Canada Finance Limited, as Issuer, Ventas, Inc., as Guarantor, and Computershare Trust Company of Canada, as Trustee, relating to the 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. | |||||||||||||||
| 4.3.5 | Tenth Supplemental Indenture, dated as of 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 5.10% Senior Notes, Series J due 2029. | Incorporated by reference herein. Previously filed as Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed on May 2, 2024, File No. 001-10989. | |||||||||||||||
| 4.4.1 | Indenture, dated as of July 16, 2015, 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 4.1 to our Current Report on Form 8-K, filed on July 16, 2015, File No. 001-10989. | |||||||||||||||
| 4.4.2 | First Supplemental Indenture, dated as of July 16, 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 4.125% Senior Notes due 2026. | Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on July 16, 2015, File No. 001-10989. | |||||||||||||||
| 4.4.3 | Third Supplemental Indenture, dated as of September 21, 2016, by and among Ventas Realty, Limited Partnership, as Issuer, Ventas Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 3.250% Senior Notes due 2026. | Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on September 21, 2016, File No. 001-10989. | |||||||||||||||
| 4.4.4 | Fourth Supplemental Indenture, dated as of March 29, 2017, by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 3.850% Senior Notes due 2027. | Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on March 29, 2017, File No. 001-10989. | |||||||||||||||
| 4.5.1 | Indenture, dated February 23, 2018, among Ventas, Inc., Ventas Realty, Limited Partnership, the Guarantors named therein and U.S. Bank National Association, as Trustee. | Incorporated by reference herein. Previously filed as Exhibit 4.1 to our Current Report on Form 8-K, filed on February 23, 2018, File No. 001-10989. | |||||||||||||||
| 4.5.2 | First Supplemental Indenture, dated as of February 23, 2018, by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 4.000% Senior Notes due 2028. | Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on February 23, 2018, File No. 001-10989. | |||||||||||||||
| 4.5.3 | Second Supplemental Indenture, dated as of August 15, 2018, by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 4.400% Senior Notes due 2029. | Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on August 15, 2018, File No. 001-10989. | |||||||||||||||
| 4.5.4 | Third Supplemental Indenture, dated as of February 26, 2019, by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 4.875% Senior Notes due 2049. | Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on February 26, 2019, File No. 001-10989. | |||||||||||||||
| Table of Contents |
| Exhibit Number | Description of Document | Location of Document | |||||||||||||||
| 4.5.5 | Fourth Supplemental Indenture, dated as of July 3, 2019, by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor. and U.S. Bank National Association, as Trustee, relating to the 2.650% Senior Notes due 2025. | Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on July 3, 2019, File No. 001-10989. | |||||||||||||||
| 4.5.6 | Fifth Supplemental Indenture, dated as of August 21, 2019, by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 3.000% Senior Notes due 2030. | Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on August 21, 2019, File No. 001-10989. | |||||||||||||||
| 4.5.7 | Sixth Supplemental Indenture, dated as of April 1, 2020, by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 4.750% Senior Notes due 2030. | Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on April 1, 2020, File No. 001-10989. | |||||||||||||||
| 4.5.8 | Seventh Supplemental Indenture, dated as of August 20, 2021, by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 2.500% Senior Notes due 2031. | Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on August 20, 2021, File No. 001-10989. | |||||||||||||||
| 4.5.9 | Eighth Supplemental Indenture, dated as of May 13, 2024, by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank Trust Company, National Association (successor to U.S. Bank National Association), as Trustee, relating to the 5.625% Senior Notes due 2034. | Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on May 13, 2024, File No. 001-10989. | |||||||||||||||
| 4.5.10 | Ninth Supplemental Indenture, dated as of September 9, 2024, by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank Trust Company, National Association (successor to U.S. Bank National Association), as Trustee, relating to the 5.000% Senior Notes due 2035. | Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on September 9, 2024, File No. 001-10989. | |||||||||||||||
| 4.5.11 | Tenth Supplemental Indenture, dated as of June 3, 2025, by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank Trust Company, National Association (successor to U.S. Bank National Association), as Trustee, relating to the 5.100% Senior Notes due 2032. | Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on June 3, 2025, File No. 001-10989. | |||||||||||||||
| 4.5.12 | Eleventh Supplemental Indenture, dated as of December 4, 2025, by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank Trust Company, National Association (successor to U.S. Bank National Association), as Trustee, relating to the 5.000% Senior Notes due 2036. | Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on December 4, 2025, File No. 001-10989. | |||||||||||||||
| 4.6 | Indenture dated as of June 13, 2023, by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank Trust Company, National Association, as Trustee, relating to the 3.75% Exchangeable Senior Notes due 2026. | Incorporated by reference herein. Previously filed as Exhibit 4.1 to our Current Report on Form 8-K, filed on June 13, 2023, File No. 001-10989. | |||||||||||||||
| 4.7 | Description of the Registrant’s Securities. | Filed herewith. | |||||||||||||||
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| Exhibit Number | Description of Document | Location of Document | |||||||||||||||
| Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, the Company has not filed as an exhibit to this Form 10-K certain instruments defining the rights of the holders of certain additional long-term debt of the Company and its subsidiaries, none of which authorize a total amount of indebtedness in excess of 10% of the total assets of the Company and its subsidiaries on a consolidated basis. The Company agrees to furnish a copy of any of these agreements to the SEC upon request. | |||||||||||||||||
| 10.1 | First Amended and Restated Agreement of Limited Partnership of Ventas Realty, Limited Partnership. | Incorporated by reference herein. Previously filed as Exhibit 3.5 to our Registration Statement on Form S-4, as amended, filed on May 29, 2002, File No. 333-89312. | |||||||||||||||
| 10.2.1 | Credit and Guaranty Agreement, dated as of June 27, 2022, among Ventas Realty, Limited Partnership, as Borrower, Ventas, Inc., as Guarantor, the lending institutions party thereto from time to time and Bank of America, N.A., as Administrative Agent. | Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on June 30, 2022, File No. 001-10989 | |||||||||||||||
| 10.2.2 | First Amendment to Credit and Guaranty Agreement, dated as of April 29, 2025, among Ventas Realty, Limited Partnership, as Borrower, Ventas, Inc., as Guarantor, the lending institutions party thereto from time to time and Bank of America, N.A., as Administrative Agent. | Incorporated by reference herein. Previously filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed on May 1, 2025, File No. 001-10989. | |||||||||||||||
| 10.2.3 | Second Amendment to Credit and Guaranty Agreement, dated as of January 7, 2026, among Ventas Realty, Limited Partnership, as Borrower, Ventas, Inc., as Guarantor, the lending institutions party thereto from time to time and Bank of America, N.A., as Administrative Agent. | Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on January 7, 2026, File No. 001-10989. | |||||||||||||||
| 10.3.1 | Fourth Amended and Restated Credit and Guaranty Agreement, dated as of April 24, 2024, among Ventas Realty, Limited Partnership, Ventas SSL Ontario II, Inc., Ventas Canada Finance Limited, Ventas UK Finance, Inc. and Ventas Euro Finance, LLC, as Borrowers, Ventas, Inc., as Guarantor, the Lenders identified therein, Bank of America, N.A., as Administrative Agent, and Bank of America, N.A., JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as L/C Issuers. | Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on April 24, 2024, File No. 001-10989. | |||||||||||||||
| 10.3.2 | First Amendment to Fourth Amended Credit and Guaranty Agreement, dated as of April 29, 2025, among Ventas Realty, Limited Partnership, Ventas SSL Ontario II, Inc., Ventas Canada Finance Limited, Ventas UK Finance, Inc. and Ventas Euro Finance, LLC, as Borrowers, Ventas, Inc., as Guarantor, the Lenders identified therein, the L/C Issuers identified therein and Bank of America, N.A., as Administrative Agent. | Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed on May 1, 2025, File No. 001-10989. | |||||||||||||||
| 10.4.1 | Credit and Guaranty Agreement, dated as of September 6, 2023, among Ventas Realty, Limited Partnership, a Delaware limited partnership, as Borrower, Ventas, Inc., a Delaware corporation, as Guarantor, the lending institutions party thereto from time to time, and Bank of America, N.A., as Administrative Agent. | Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on September 12, 2023, File No. 001-10989. | |||||||||||||||
| Table of Contents |
| Exhibit Number | Description of Document | Location of Document | |||||||||||||||
| 10.4.2 | First Amendment to Credit and Guaranty Agreement, dated as of April 29, 2025, among Ventas Realty, Limited Partnership, as Borrower, Ventas, Inc., as Guarantor, the lending institutions party thereto from time to time and Bank of America, N.A., as Administrative Agent. | Incorporated by reference herein. Previously filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed on May 1, 2025, File No. 001-10989. | |||||||||||||||
| 10.5.1 | ATM Sales Agreement, dated September 18, 2024, among Ventas, Inc. and the Agents and Forward Purchasers named therein. | Incorporated by reference herein. Previously filed as Exhibit 1.1 to our Current Report on Form 8-K, filed on September 18, 2024, File No. 001-10989. | |||||||||||||||
| 10.5.2 | Amendment No. 1 to the ATM Sales Agreement, dated June 13, 2025, among Ventas, Inc. and the Agents and Forward Purchasers named therein. | Incorporated by reference herein. Previously filed as Exhibit 1.1 to our Current Report on Form 8-K, filed on June 13, 2025, File No. 001-10989. | |||||||||||||||
| 10.6 | Cooperation Agreement, dated March 4, 2024, among Ventas, Inc. and Land & Buildings Investment Management, LLC and certain of its affiliates. | Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on March 4, 2024, File No. 001-10989. | |||||||||||||||
| 10.7.1* | Ventas, Inc. 2006 Stock Plan for Directors, as amended. | Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed on April 27, 2012, File No. 001-10989. | |||||||||||||||
| 10.7.2* | Form of Restricted Stock Unit Agreement—2006 Stock Plan for Directors. | Incorporated by reference herein. Previously filed as Exhibit 10.11.4 to our Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, File No. 001-10989. | |||||||||||||||
| 10.8.1* | Ventas, Inc. 2012 Incentive Plan. | Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on May 23, 2012, File No. 001-10989. | |||||||||||||||
| 10.8.2* | First Amendment to the Ventas, Inc. 2012 Incentive Plan. | Incorporated by reference herein. Previously filed as Exhibit 10.10.7 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on April 28, 2017, File No. 001-10989. | |||||||||||||||
| 10.8.3* | Form of Stock Option Agreement (Employees) under the Ventas, Inc. 2012 Incentive Plan. | Incorporated by reference herein. Previously filed as Exhibit 10.6.2 to our Annual Report on Form 10-K for the year ended December 31, 2014, filed February 13, 2015, File No. 001-10989. | |||||||||||||||
| 10.8.4* | Form of Restricted Stock Agreement (Directors) under the Ventas, Inc. 2012 Incentive Plan. | Incorporated by reference herein. Previously filed as Exhibit 10.5 to our Registration Form on S-8, filed on August 7, 2012, File No. 333-183121. | |||||||||||||||
| 10.8.5* | Form of Restricted Stock Unit Agreement (Directors) under the Ventas, Inc. 2012 Incentive Plan. | Incorporated by reference herein. Previously filed as Exhibit 10.6 to our Registration Form on S-8, filed on August 7, 2012, File No. 333-183121. | |||||||||||||||
| 10.8.6* | Form of Performance-Based Restricted Stock Unit Agreement (CEO) under the Ventas, Inc. 2012 Incentive Plan. | Incorporated by reference herein. Previously filed as Exhibit 10.10.8 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on April 28, 2017, File No. 001-10989. | |||||||||||||||
| 10.8.7* | Form of Restricted Stock Unit Agreement (CEO) under the Ventas, Inc. 2012 Incentive Plan. | Incorporated by reference herein. Previously filed as Exhibit 10.10.9 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on April 28, 2017, File No. 001-10989. | |||||||||||||||
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| Exhibit Number | Description of Document | Location of Document | |||||||||||||||
| 10.8.8* | Form of Performance-Based Restricted Stock Unit Agreement (Non-CEO) under the Ventas, Inc. 2012 Incentive Plan. | Incorporated by reference herein. Previously filed as Exhibit 10.10.11 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on April 28, 2017, File No. 001-10989. | |||||||||||||||
| 10.8.9* | Form of Restricted Stock Unit Agreement (Non-CEO) under the Ventas, Inc. 2012 Incentive Plan. | Incorporated by reference herein. Previously filed as Exhibit 10.10.12 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on April 28, 2017, File No. 001-10989. | |||||||||||||||
| 10.9.1* | Ventas, Inc. Non-Employee Directors’ Cash Compensation Deferral Plan (formerly the “Ventas Nonemployee Directors’ Deferred Stock Compensation Plan”) | Incorporated by reference herein. Previously filed as Exhibit 10.10.1 to our Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 10, 2023, File No. 001-10989. | |||||||||||||||
| 10.9.2* | Deferral Election Form under the Ventas Nonemployee Directors’ Deferred Stock Compensation Plan (used prior to December 2022) | Incorporated by reference herein. Previously filed as Exhibit 10.13.2 to our Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, File No. 001-10989. | |||||||||||||||
| 10.9.3* | Deferral Election Form under the Ventas, Inc. Non-Employee Directors’ Cash Compensation Deferral Plan. | Incorporated by reference herein. Previously filed as Exhibit 10.10.3 to our Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 10, 2023, File No. 001-10989 | |||||||||||||||
| 10.10.1* | Ventas, Inc. 2022 Incentive Plan | Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on August 5, 2022, File No. 001-10989. | |||||||||||||||
| 10.10.2* | Ventas, Inc. Non-Employee Directors’ Equity Award Deferral Program Adopted Pursuant to the Ventas, Inc. 2022 Incentive Plan | Incorporated by reference herein. Previously filed as Exhibit 10.11.2 to our Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 10, 2023, File No. 001-10989. | |||||||||||||||
| 10.10.3* | Deferral Election Form under the Ventas, Inc. Non-Employee Directors’ Equity Award Deferral Program | Incorporated by reference herein. Previously filed as Exhibit 10.11.3 to our Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 10, 2023, File No. 001-10989. | |||||||||||||||
| 10.10.4* | Restricted Stock Award granted to Sumit Roy on October 1, 2022 under the Ventas, Inc. 2022 Incentive Plan | Incorporated by reference herein. Previously filed as Exhibit 10.11.4 to our Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 10, 2023, File No. 001-10989. | |||||||||||||||
| 10.10.5* | Form of Restricted Stock Unit Award under the Ventas, Inc. 2022 Incentive Plan (Non-Employee Directors) | Incorporated by reference herein. Previously filed as Exhibit 10.11.5 to our Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 10, 2023, File No. 001-10989. | |||||||||||||||
| 10.10.6* | Form of Restricted Stock Unit Agreement under the Ventas, Inc. 2022 Incentive Plan (CEO) | Incorporated by reference herein. Previously filed as Exhibit 10.11.6 to our Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 10, 2023, File No. 001-10989. | |||||||||||||||
| 10.10.7* | Form of Performance Share Unit Agreement under the Ventas, Inc. 2022 Incentive Plan (CEO) | Incorporated by reference herein. Previously filed as Exhibit 10.11.7 to our Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 10, 2023, File No. 001-10989. | |||||||||||||||
| Table of Contents |
| Exhibit Number | Description of Document | Location of Document | |||||||||||||||
| 10.10.8* | Form of Restricted Stock Unit Award under the Ventas, Inc. 2022 Incentive Plan (non-CEO Executive Officer) | Incorporated by reference herein. Previously filed as Exhibit 10.11.8 to our Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 10, 2023, File No. 001-10989. | |||||||||||||||
| 10.10.9* | Form of Performance Share Unit Award under the Ventas, Inc. 2022 Incentive Plan (non-CEO Executive Officer) | Incorporated by reference herein. Previously filed as Exhibit 10.11.9 to our Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 10, 2023, File No. 001-10989. | |||||||||||||||
| 10.11* | Second Amended and Restated Employment Agreement dated as of March 22, 2011 between Ventas, Inc. and Debra A. Cafaro. | Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on March 24, 2011, File No. 001-10989. | |||||||||||||||
| 10.12.1* | Offer Letter dated September 16, 2014 from Ventas, Inc. to Robert F. Probst. | Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on September 29, 2014, File No. 001-10989. | |||||||||||||||
| 10.12.2* | Employee Protection and Noncompetition Agreement dated September 16, 2014 between Ventas, Inc. and Robert F. Probst. | Incorporated by reference herein. Previously filed as Exhibit 10.2 to our Current Report on Form 8-K, filed on September 29, 2014, File No. 001-10989. | |||||||||||||||
| 10.12.3* | Amendment dated December 8, 2017 to Employee Protection and Noncompetition Agreement dated as of September 16, 2014 between Ventas, Inc. and Robert F. Probst. | Incorporated by reference herein. Previously filed as Exhibit 10.17.3 to our Annual Report on Form 10-K for the year ended December 31, 2017, filed on February 9, 2018, File No. 001-10989. | |||||||||||||||
| 10.13.1* | Offer of Employment Term Sheet dated March 20, 2018 from Ventas, Inc. to Peter J. Bulgarelli. | Incorporated by reference herein. Previously filed as Exhibit 10.1.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed on April 27, 2018, File No. 001-10989. | |||||||||||||||
| 10.13.2* | Employee Protection and Noncompetition Agreement dated March 20, 2018 between Ventas, Inc. and Peter J. Bulgarelli. | Incorporated by reference herein. Previously filed as Exhibit 10.1.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed on April 27, 2018, File No. 001-10989. | |||||||||||||||
| 10.14.1* | Offer Letter dated December 22, 2019 from Ventas, Inc. to Carey Shea Roberts. | Incorporated by reference herein. Previously filed as Exhibit 10.18.3 to our Annual Report on Form 10-K for the year ended December 31, 2020, filed on February 23, 2021, File No. 001-10989 | |||||||||||||||
| 10.14.2* | Employee Protection and Restrictive Covenants Agreement dated January 21, 2020 between Ventas, Inc. and Carey Shea Roberts. | Incorporated by reference herein. Previously filed as Exhibit 10.2.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 8, 2020, File No. 001-10989. | |||||||||||||||
| 10.14.3* | Employment Bonus Agreement dated March 4, 2020 between Ventas, Inc. and Carey Shea Roberts. | Incorporated by reference herein. Previously filed as Exhibit 10.2.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 8, 2020, File No. 001-10989. | |||||||||||||||
| 10.15.1* | Offer Letter dated January 30, 2020 from Ventas, Inc. to J. Justin Hutchens. | Incorporated by reference herein. Previously filed as Exhibit 10.19.2 to our Annual Report on Form 10-K for the year ended December 31, 2020, filed on February 23, 2021, File No. 001-10989 | |||||||||||||||
| Table of Contents |
| Exhibit Number | Description of Document | Location of Document | |||||||||||||||
| 10.15.2* | Employee Protection and Restrictive Covenants Agreement dated February 7, 2020 between Ventas, Inc. and J. Justin Hutchens. | Incorporated by reference herein. Previously filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 8, 2020, File No. 001-10989. | |||||||||||||||
| 10.16* | Ventas Employee and Director Stock Purchase Plan, as amended. | Incorporated by reference herein. Previously filed as Exhibit 10.18 to our Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, File No. 001-10989. | |||||||||||||||
| 19 | Ventas, Inc. Securities Trading Policy | Incorporated by reference herein. Previously filed as Exhibit 19 to our Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 13, 2025. | |||||||||||||||
| 21 | Subsidiaries of Ventas, Inc. | Filed herewith. | |||||||||||||||
| 22 | List of Guarantors and Issuers of Guaranteed Securities. | Filed herewith. | |||||||||||||||
| 23 | Consent of KPMG LLP. | Filed herewith. | |||||||||||||||
| 31.1 | Certification of Debra A. Cafaro, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(a) under the Exchange Act. | Filed herewith. | |||||||||||||||
| 31.2 | Certification of Robert F. Probst, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) under the Exchange Act. | Filed herewith. | |||||||||||||||
| 32.1 | Certification of Debra A. Cafaro, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. 1350. | This exhibit will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. | |||||||||||||||
| 32.2 | Certification of Robert F. Probst, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. 1350. | This exhibit will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. | |||||||||||||||
| 97 | Policy relating to recovery of erroneously awarded compensation. | Incorporated by reference herein. Previously filed as Exhibit 97 to our Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 15, 2024, File No. 001-10989. | |||||||||||||||
| 101 | The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Index to Consolidated Financial Statements and Financial Statement Schedules, including auditor information, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Income, (iv) the Consolidated Statements of Comprehensive Income, (v) the Consolidated Statements of Equity, (vi) the Consolidated Statements of Cash Flows, (vii) Notes to the Consolidated Financial Statements (viii) Schedule III and IV. | Filed herewith. |
| Table of Contents |
| Exhibit Number | Description of Document | Location of Document | |||||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | Filed herewith. | |||||||||||||||
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- Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.
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