Material Event (Form 8-K)

On February 9, 2026, Ventas, Inc. (the "Company") entered into Amendment No. 2 ("Amendment No. 2") to the ATM Sales Agreement, dated September 18, 2024 (the "Original Agreement"), as amended by that Amendment No. 1 to the ATM Sales Agreement, dated June 13, 2025 ("Amendment No. 1" and together with the Original Agreement, the "Sales Agreement"), with BofA Securities, Inc., BBVA Securities Inc., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Jefferies LLC, J.P. Morgan Securities LLC, M&T Securities, Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc., UBS Securities LLC and Wells Fargo Securities, LLC, each as sales agent and/or as forward seller (in any such capacity, each an "Agent" and collectively, the "Agents"), and Bank of America, N.A., Banco Bilbao Vizcaya Argentaria, S.A., BNP PARIBAS, Citibank, N.A., Crédit Agricole Corporate and Investment Bank, Jefferies LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Royal Bank of Canada, The Bank of New York Mellon, The Bank of Nova Scotia, The Toronto-Dominion Bank, Truist Bank, UBS AG London Branch and Wells Fargo Bank, National Association, each as forward purchaser (in such capacity, each a "Forward Purchaser" and collectively, the "Forward Purchasers"). Pursuant to Amendment No. 2, the aggregate gross sales price of common stock now available for issuance under the Sales Agreement is $2,500,000,000 and such amount excludes the shares of common stock previously sold under the Sales Agreement prior to Amendment No. 2, and Amendment No. 2 was entered into to, among other things, include M&T Securities, Inc. as an additional Sales Agent. The material terms and conditions of the Sales Agreement otherwise remain unchanged. Any shares of common stock the Company may offer, issue and sell, and any shares of borrowed common stock that the Forward Purchasers may offer and sell, pursuant to the Sales Agreement, as amended by Amendment No. 2, will be offered and sold pursuant to the Company's registration statement on Form S-3 (File No. 333-277185) (the "Registration Statement") and the prospectus supplement filed on the date hereof to the prospectus contained within the Registration Statement.

The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 2, which is filed herewith as Exhibit 1.1 and is incorporated by reference herein and into the Registration Statement. A copy of the full text of the Original Agreement was filed as Exhibit 1.1 to the Company's Current Report on Form 8-K with the Securities and Exchange Commission ("SEC") on September 19, 2024 and a copy of the full text of Amendment No. 1 was filed as Exhibit 1.1 to the Company's Current Report on Form 8-K with the SEC on June 13, 2025. An opinion of Davis Polk & Wardwell LLP with respect to the validity of shares of the Company's common stock that may be offered and sold pursuant to the Sales Agreement, as amended by Amendment No. 2, is filed herewith as Exhibit 5.1 and is incorporated by reference into the Registration Statement. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Forward-Looking Statements

This 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, among others, statements of expectations, beliefs, future plans and strategies, anticipated results from operations and developments and other matters that are not historical facts. Forward-looking statements include, among other things, statements regarding our and our officers' intent, belief or expectation as identified by the use of phrases or words such as "assume," "may," "will," "project," "expect," "believe," "intend," "anticipate," "seek," "target," "forecast," "plan," "line-of-sight," "outlook," "potential," "opportunity," "estimate," "could," "would," "should" and other comparable and derivative terms or the negatives thereof.