Ventas Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Ventas, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Letter to Ventas Stockholders

Dear Fellow Stockholder,

On behalf of our Board of Directors, I am pleased to present the 2024 Ventas Proxy Statement and invite you to join our Annual Meeting of Stockholders on May 14, 2024. With the completion of our 25th anniversary year in 2023, we look back at a period of exceptional growth, shareholder value creation and strategic progress. And we are just getting started, as Ventas meets accelerating demand from a large and growing aging population. Unified by these powerful demographic tailwinds, our senior housing communities, outpatient medical buildings, research and healthcare properties are enabling exceptional environments that help people live longer, healthier, happier lives. With a focused strategy, we are:Delivering Superior Stockholder ReturnsWe believe our advantaged position and portfolio present a unique opportunity to deliver growth and value for stockholders. In 2023, Ventas delivered over 15% Total Shareholder Return (TSR) and outperformed the Nareit Healthcare REIT Index and MSCI U.S. REIT Index for the second consecutive year. Our nearly 18% annualized TSR since January 1, 2000 reflects the power of our business as a leader in the essential and rapidly growing market fueled by demographic demand.Driving Operational Performance & Financial StrengthOur enterprise delivered strong fundamental performance in 2023. We achieved significant organic property growth from our portfolio of ~1,400 high quality assets unified by demographic demand. The engine of our success was our senior housing portfolio, which is in the early stages of an unprecedented multiyear growth opportunity supported by compelling supply demand fundamentals and amplified by our decisive market, asset and operator actions. Our senior housing growth was complemented by compounding contributions from our outpatient medical and research assets and our triple-net leased portfolio.Demand for our asset classes is strong and getting stronger, putting us in an advantaged position within commercial real estate. While interest rates increased for all companies during 2023, we were distinguished by organic growth from our portfolio that well outpaced the impact of these increases.We further strengthened our capital position last year by raising more than $4 billion of attractively priced capital ahead of rising interest rates, enabling us to pay down near-term debt maturities. We ended 2023 with enhanced liquidity of more than $3 billion. Our ability to raise significant capital at favorable rates demonstrates the advantages of our size, scale and access to diverse capital sources, and puts us in a strong financial position as we execute on our strategy to drive growth and stockholder value.

"Our advantaged position and portfolio present a unique opportunity to deliver growth and value for stockholders."

Letter to Ventas Stockholders

Capturing the Opportunity in Senior HousingAs the second largest owner of senior housing, Ventas occupies a superior position to capture the compelling organic growth opportunity embedded in our existing portfolio and build our scale with new investments focused on U.S. senior housing. With the over 80 population projected to grow 24% through 2029 and construction starts the lowest they have been since 2009, our senior housing portfolio has already started to deliver on an unprecedented multiyear growth opportunity.We intend to expand our footprint in U.S. senior housing by acquiring new communities and leveraging our industry-leading data analytics capabilities, the experience and insights of our team and our strong, collaborative relationships with operators. By 2026, when the first of more than 70 million baby boomers turn 80, the opportunity in senior housing should shine even brighter, as we deliver valuable services and security that benefit this large and growing group of residents and their families.Guided by a Strong, Independent BoardOur strategy and execution are overseen by a strong, independent and deeply engaged Board, with the right mix of experience, skills and judgment. Our highly accomplished directors have significant executive leadership, investment, financial and operating experience across real estate, healthcare, development, REITs and public companies. Twelve of our 13 current directors are independent and they regularly come together with the goal of making decisions that will improve performance for our stakeholders. Seven have been added since the beginning of 2019. In 2024, we welcomed Theodore R. Bigman and Joe V. Rodriguez, Jr., seasoned REIT investors who bring new perspectives to our excellent Board.As we welcome new directors, we recognize the contributions of James D. ("Denny") Shelton, who has decided to retire after more than 16 years of service on the Board, including eight years as Lead Independent Director. The Board has selected Roxanne M. Martino to succeed Denny as Lead Independent Director, effective immediately following the 2024 Annual Meeting.A Unique Opportunity for Growth and Value CreationWe are excited to continue delivering growth led by our advantaged position in senior housing. As we enable exceptional environments that benefit the aging population amid unprecedented growth in the demographic we serve, we have a unique opportunity to create value for our stakeholders. We appreciate your trust in our Company and are dedicated to rewarding that trust with results and performance.Sincerely, Debra A. CafaroChairman and Chief Executive Officer

Notice of 2024 Annual Meeting of Stockholders

To transact such other business as may properly come before the meeting or any adjournment or postponements thereof.