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 2026 Ventas Proxy Statement and invite you to join our Annual Meeting of Stockholders on May 13, 2026. Ventas delivered another year of outstanding operating results and returns for stockholders in 2025. We continued to execute on our focused strategy to capture the unprecedented multiyear growth and value creation opportunity in senior housing, while we enable exceptional environments that help people live longer, healthier and happier lives.In 2025, we achieved a total shareholder return ("TSR") exceeding 35% – nearly double the total return of the S&P 500 Index. Our 2025 TSR significantly outperformed the Nareit Health Care REIT and MSCI U.S. REIT indices over the one-, three- and five-year periods ended December 31, 2025. Ventas’s annualized TSR since January 1, 2000 is approximately 19%, demonstrating the long-term strength of our market position, advantaged platform and talented team.(1)Built to Meet the MomentWith an enterprise value exceeding $50 billion and ownership of more than 1,400 assets unified in serving the aging population, Ventas is a preeminent participant in the longevity economy. Over the past several years, we have focused on building our enterprise, portfolio and team to meet the moment, as demand from this large and growing aging population starts to take off. In 2026, the first of the nearly 70 million U.S. baby boomers begin to turn 80, ushering in a decade-long period of accelerating growth in the senior population.(2) This demographic surge is expected to fuel increasing and durable demand for Ventas’s approximately 875 senior housing communities, where today, more than 93,000 residents enjoy the health, well-being and longevity benefits of living in a supported community environment. The balance of our portfolio, which includes outpatient medical, research and other healthcare properties, is also meeting the increasing needs of the aging population, including a 65+ age cohort that now includes nearly one in five Americans.(2)Driving Outperformance at ScaleAgainst this backdrop of increasing secular demand tailwinds, we are executing on a focused 1-2-3 business strategy to drive growth and outperform at scale.

First, we are using our advantaged portfolio, operational expertise, proprietary Ventas Operational InsightsTM data analytics and technology platform, financial strength and industry relationships to generate outsized organic growth in our senior housing operating portfolio (SHOP). In 2025, our team delivered a fourth consecutive year of double-digit growth in SHOP, underscoring the sustained demand for our communities and the value they provide to residents and their families.Second, we are enhancing our growth profile by allocating capital to new senior housing investments. These investments are designed to deliver attractive financial returns, increase our current and future growth rate, expand our footprint in senior housing and improve our balance sheet. Throughout 2025, we used our unique competitive advantages to complete $2.5 billion of senior housing investments that meet our data-driven and experience-led Right Market, Right Asset, Right OperatorTM capital allocation and value creation framework.(3)Third, we are driving strong cash flow throughout our portfolio, using our well-positioned assets to deliver compounding growth fueled by increasing demographic demand for the exceptional environments we offer. Our financial strength and flexibility are outstanding and continue to improve, which supports a virtuous cycle of enhanced growth, investment activity and reliability. In 2025, we raised more than $7 billion from a wide array of capital markets, demonstrating our favorable access to and cost of capital.(4)Our talented Ventas team continues to power our outperformance. These experienced professionals thrive within our high-performing and collaborative culture and are passionate about working together to deliver for our stakeholders and advance our mission. Employing our win together approach, the entire Ventas team is focused on continuing to drive outperformance at scale. Committed to Leading Governance PracticesVentas continues to benefit from a highly qualified, independent Board of Directors that brings the right balance of experience, skills and judgment to provide effective strategic oversight and support our long-term success. In 2025, the Board maintained its longstanding practice of regularly engaging with our stockholders to ensure close alignment between our strategy, governance, compensation and sustainability practices and our investors' priorities. We invited our largest stockholders to engage with us and met with stockholders representing 42% of our outstanding shares throughout 2025. We were encouraged to receive positive feedback on our corporate governance practices, recent compensation program enhancements and disciplined approach to our sustainability initiatives. These insights will continue to inform the Board's strategic oversight focus areas going forward. We appreciate your investment in Ventas and the trust you place in our team. We remain firmly committed to pursuing outperformance for our stockholders, stewarding your capital and capturing the multiyear growth opportunity ahead.

Sincerely, Debra A. CafaroChairman and Chief Executive Officer

(1)FactSet, for the periods ending December 31, 2025. Alexandria Real Estate Equities, Inc. (NYSE: ARE) was added to the Nareit Health Care Index in June 2024 on a prospective basis. Index performance for the full 3‑year period has been adjusted to include Alexandria Real Estate Equities, Inc., with performance for all other periods as reported

(2)Oxford Economics, as of December 2025

(3)Amount reflects senior housing investments closed in fiscal year 2025 at 100% ownership

(4)Capital raised includes consolidated and non-consolidated activity at 100% of proceeds and term loan commitments received in 2025

Notice of 2026 Annual Meeting of Stockholders

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

Casting Your Vote

Your vote is very important. Please carefully review the proxy materials for the 2026 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 2026 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 in advance – by internet or telephone – whenever possible.

Participating in the Meeting

Attendance at the 2026 Annual Meeting or any adjournment or postponement thereof will be limited to stockholders of the Company as of the close of business on March 18, 2026, the record date, and guests of the Company. The meeting will be held virtually at www.virtualshareholdermeeting.com/VTR2026. You will not be able to attend the 2026 Annual Meeting in person at a physical location. To attend and participate in the meeting, stockholders will need their 16-digit control number which can be found in the Notice of Meeting, on their proxy card or on the voting instruction form.

Stockholders as of the close of business on the record date who attend and participate in the 2026 Annual Meeting will have an opportunity to submit questions live via the internet during the 2026 Annual Meeting. Please review “Information About Our 2026 Annual Meeting” beginning on page 96 of this Proxy Statement for information about attending, voting and asking questions at the 2026 Annual Meeting.

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