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Ventas Inc

For the period ended May 14, 2024. Filed Apr 2, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 14, 2024 · Filed Apr 2, 2024

VTR$88.75-0.3%Stored close · as of Nov 6, 2026
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Performance

2023 Performance

Our advantaged platform has the team, tools, financial strength, data capabilities and operator relationships to drive performance, as evidenced by Ventas’s strong results in 2023.

Delivered strong stockholder returns

Our Total Stockholder Return (“TSR”) exceeded 15% for 2023, continuing our strong track record of performance. Notably, we:

Outperformed the FTSE Nareit Equity Health Care Index and the MSCI U.S. REIT Index on a 1- and 2- year annualized basis

Performed in the upper quartile of the FTSE Nareit Equity Health Care Index for the 3 years ended December 31, 2023

Delivered annualized TSR of nearly 18% since the beginning of 2000, significantly outperforming the FTSE Nareit Equity Health Care Index , MSCI U.S. REIT Index and the S&P 500

Delivered strong financial and operating performance and robust year-over-year growth

Produced Normalized FFO* per share of $2.99, exceeding the midpoint Normalized FFO per share guidance provided in February 2023 and which represented growth of more than 5%(1) over the prior year.

Delivered total Company same-store cash NOI* growth of 8.1%

Reflecting our compelling organic growth opportunity, we grew SHOP same-store cash NOI* 18.3%, led by U.S. growth of 24.5%, and OM&R and NNN same-store cash NOI* by 2.7% and 2.5%, respectively

In the fourth quarter of 2023, increased average occupancy year-over-year in the SHOP same-store portfolio by 170 basis points, accelerating from the full year average occupancy growth of 120 basis points and creating a positive set up for the SHOP portfolio in 2024

Successfully took ownership of and integrated the $1.57 billion portfolio that secured the “Santerre” mezzanine loan. The initial $486 million mezzanine loan investment yielded an 11% unlevered internal rate of return through the date the Company took ownership of the portfolio, based on third-party appraised values

2024 | Proxy Statement3

Strengthened balance sheet and liquidity to support our investment strategy

Raised over $4 billion of capital ahead of rising interest rates, including proactively addressing 2024 debt maturities, strengthening the balance sheet and enhancing liquidity

Ended the year with robust liquidity of >$3 billion, covering near-term 2024 maturities by ~3x

Maintained BBB+ (stable) (or equivalent) credit ratings at two major rating agencies by consistent communication and management actions demonstrating commitment to financial strength and flexibility(2)

Maintained our Net Debt to Further Adjusted EBITDA* ratio at 6.9x

Earned notable recognitions for sustainability leadership

Significantly advanced toward achievement of the Company’s 2040 Net Zero Operational Carbon goal by creating and rolling out ~800 property-specific decarbonization roadmaps and incorporating decarbonization into its capital planning processes

Earned the 2023 ENERGY STAR Partner of the Year Sustained Excellence in Energy Management Award, the ENERGY STAR program’s highest honor, in addition to numerous other notable recognitions

Earned the Gold Award in Nareit’s Diversity, Equity & Inclusion awards – the Company’s fourth consecutive year being recognized

Enhanced our leadership team to accelerate our strategic initiatives

Appointed J. Justin Hutchens, Executive Vice President ("EVP"), Senior Housing, to the additional role of Chief Investment Officer in January 2023. In his expanded role, Hutchens is responsible for our capital allocation strategy and execution across the enterprise in addition to his responsibility for our senior housing portfolio. By combining the Chief Investment Officer and EVP, Senior Housing roles, we streamlined our executive management structure and enhanced the connection between investment activity and business operations.

(1)Excluding a $53 million ($0.13 per share) benefit from HHS grants received in 2022 and a $9 million ($0.02 per share) benefit of promote revenue in the fourth quarter of 2022 within the Company's institutional capital management business.

(2)BBB+ (stable) rating from Standard & Poor’s; Baa1 (stable) rating from Moody’s. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

42024 | Proxy Statement
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.