Ventas Inc

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Ventas, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Ventas, Inc. and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedules III and IV (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 15, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Equitization of the Santerre Mezzanine Loan

As discussed in Notes 2, 6 and 11 to the consolidated financial statements, the Company took ownership of the properties securing the Santerre Mezzanine Loan by converting the outstanding principal amount of the Santerre Mezzanine Loan to equity with no additional consideration being paid. The fair value of the real estate properties totaled $1.566 billion. The fair value was allocated on a relative fair value basis to the tangible and intangible assets and liabilities acquired, primarily buildings and improvements, land, and in-place lease intangibles.

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

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

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

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

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s overall fair value determination and allocation of fair value to buildings and improvements, land, and in-place lease intangibles, including controls over the key assumptions described above. We involved valuation professionals with specialized skills and knowledge, who assisted in performing the following procedures.

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

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

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

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

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

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

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

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

Impairment of real estate investments in the senior housing operating portfolio

As discussed in Notes 1, 2, and 5 to the consolidated financial statements, the Company periodically evaluates its long-lived assets, primarily consisting of investments in real estate, for impairment indicators. If indicators of impairment are present, the Company evaluates the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying operations. In performing this evaluation, the Company considers market conditions and current intentions with respect to holding or disposing of the asset and adjusts the net book value of real estate properties to fair value if the sum of the expected future undiscounted cash flows, including sales proceeds, is less than book value. During the year, impairment indicators arose for certain real estate properties and as a result, recoverability assessments were performed.

We identified the evaluation of real estate investments within the senior housing operating portfolio for impairment as a critical audit matter. Subjective auditor judgment was required in evaluating the Company’s determination of the future undiscounted cash flows. In particular, the undiscounted cash flows were sensitive to significant assumptions, including capitalization rates, projected operating cash flows, and stabilization period. Additionally, subjective auditor judgment and specialized skills and knowledge were needed to evaluate market data used by the Company.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the impairment process. This included controls related to the Company’s impairment process and the significant assumptions described above. To test certain of the Company’s undiscounted cash flow estimates, we evaluated the Company’s forecasts of projected operating cash flows by comparing actual results to the Company’s forecasts adjusted for current market trends. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the Company’s significant assumptions by comparing the significant assumptions to publicly available market data.

/s/KPMG LLP

We have served as the Company’s auditor since 2014.

February 15, 2024