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 2025 Ventas Proxy Statement and invite you to join our Annual Meeting of Stockholders on May 13, 2025. Ventas delivered outstanding operating results and returns for stockholders in 2024 as we executed on our focused strategy to capture the unprecedented multiyear growth opportunity in senior housing.We delivered a total shareholder return of more than 22%,* outperforming the FTSE Nareit Health Care Index and the MSCI U.S. REIT Index for the third consecutive year and extending our track record of strong returns and outperformance for the near-, intermediate- and long-term.** Total annualized returns to shareholders since January 1, 2000 have exceeded 18%, demonstrating the power of our position, advantaged platform and talented team.** An Essential Participant in Longevity EconomyOur nearly 1,400 assets are unified in serving the large and growing aging population, positioning Ventas as a leading participant in the longevity economy. With the first of more than 70 million baby boomers reaching the age of 80 next year, the U.S. 80+ population is anticipated to grow from about 14 million to about 18 million over the next five years—an increase of 28%.(1)This surge in the senior population has created strong demand for Ventas’s senior housing communities where, today, approximately 85,000 residents are enjoying the proven health, well-being and longevity benefits of living in a supported, affordable community environment. Yet, as hundreds of thousands more Americans are turning 80 each year, construction starts in senior housing have fallen to historic lows.(2) We expect this imbalance between demand and supply to provide a long runway for Ventas to grow.Executing Our Focused StrategyAgainst this backdrop of projected compelling secular demand, we are executing on our focused 1-2-3 strategy to drive growth and create value. In 2024, our team delivered the third consecutive year of double-digit growth in our senior housing operating portfolio ("SHOP") and leveraged our unique competitive advantages to complete over $2 billion of accretive investments that enhance our growth profile.These investments, which were focused on senior housing, met our well-defined operational and financial criteria, and were consistent with our Right Market, Right Asset, Right OperatorTM approach. Compounding contributions from our outpatient medical buildings, research centers and healthcare properties complemented our strong results in SHOP.

(1)Oxford Economics, as of December 2024

(2)National Investment Center for Seniors Housing & Care, as of 4Q24

• FactSet, for the periods ending December 31, 2024

** Alexandria Real Estate Equities, Inc. (NYSE: ARE) was added to the Nareit Health Care Index in June 2024 on a prospective basis. Nareit Health Care Index returns reflect ARE performance for the entire 1- and 3-year periods and are as reported for all other periods.

Letter to Ventas Stockholders

We believe financial strength and flexibility are imperative to our growth and performance. In 2024, we raised $4 billion in attractive capital, significantly improved our leverage, grew our scale and enhanced our strong financial position to support future growth. Building on our results and positive outlook, we recently announced a 7% increase in our quarterly dividend. We are focused on creating value from our advantaged position within the longevity economy as we enable exceptional environments that benefit a large and growing aging population.Benefiting from Strong, Independent Board of DirectorsAs we execute on this mission, Ventas continues to benefit from a strong, independent and deeply engaged Board of Directors, with the right mix of experience, skills and judgment. I encourage you to read about our directors, our rigorous corporate governance standards and risk-management practices, “pay-for-performance” approach to executive compensation and other important topics in this proxy statement.We are excited to continue building value for our stockholders and appreciate your investment in our Company. We remain committed to rewarding your trust with results and performance.

Sincerely, Debra A. CafaroChairman and Chief Executive Officer

Notice of 2025 Annual Meeting of Stockholders

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

Casting Your Vote

Your vote is very important. Please carefully review the proxy materials for the 2025 Annual Meeting of Stockholders and follow the instructions below to cast your vote promptly on all voting matters.

We urge you to vote by proxy as soon as possible to ensure that your shares are represented at the 2025 Annual Meeting whether or not you currently plan to attend. You do not need to attend the meeting to vote if you vote your shares before the meeting.

PLEASE NOTE: We encourage all stockholders to vote electronically – by Internet or telephone – whenever possible.

Notice of 2025 Annual Meeting of Stockholders

Participating in the Meeting

Attendance at the 2025 Annual Meeting or any adjournment or postponement thereof will be limited to stockholders of the Company as of the close of business on March 19, 2025, the record date, and guests of the Company. The meeting will be held virtually at www.virtualshareholdermeeting.com/VTR2025. You will not be able to attend the 2025 Annual Meeting in person at a physical location. To attend and participate in the meeting, stockholders will need the 16-digit control number included in the Notice of Meeting, on their proxy card or on the voting instruction form or other instructions.

Stockholders as of the close of business on the record date who attend and participate in the 2025 Annual Meeting will have an opportunity to submit questions live via the Internet during the 2025 Annual Meeting. Please review “Information About Our 2025 Annual Meeting” beginning on page 97 of this Proxy Statement for information about attending and voting at the 2025 Annual Meeting.