Management Change/Compensation (Form 8-K)

Item 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 10, 2026, Ventas, Inc. (the "Company") approved the appointment of Laurida Sayed as its Senior Vice President, Chief Accounting Officer and Controller of the Company, effective on or around October 5, 2026 (the "Effective Date"). As of the Effective Date, Robert F. Probst, the Company's Executive Vice President and Chief Financial Officer, will no longer perform the responsibilities of Chief Accounting Officer on an interim basis. Mr. Probst will remain the Company's Chief Financial Officer.

Ms. Sayed, age 44, has served as the Chief Accounting Officer of Cushman & Wakefield Ltd. since May 2024. Prior to her appointment as Chief Accounting Officer, Ms. Sayed served as Senior Vice President, Global Corporate Controller of Cushman & Wakefield Ltd. from October 2022 to May 2024, and as the Vice President, Assistant Global Controller & Global Finance Transformation from August 2019 to October 2022. She holds a Bachelor of Business Administration in Accounting from Grand Valley State University. Ms. Sayed is also a registered Certified Public Accountant.

In connection with her appointment, the Company has entered into an offer letter with Ms. Sayed providing for an annual base salary of $500,000, a target annual bonus opportunity of 60% of base salary and eligibility to participate in the Company's long-term incentive plan. Her 2026 annual bonus and long-term incentive award will be prorated based on her service during 2026. To address compensation she will forfeit upon leaving her current employer, Ms. Sayed will also receive a one-time cash sign-on bonus of $150,000 and a one-time grant of restricted stock units with a grant date fair value of $350,000 that vests ratably over three years. Ms. Sayed entered into the Company's standard Employee Protection and Noncompetition Agreement in connection with her appointment.

There are no arrangements or understandings between Ms. Sayed and any other persons pursuant to which she was selected as an officer, she has no family relationships with any of the Company's directors or executive officers and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.