Ventas Inc

Former Name or Former Address, if Changed Since Last Report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 4, 2024, James D. (“Denny”) Shelton advised the Board of Directors (the “Board”) of Ventas, Inc. (we,” “us,” “our,” “Company” and other similar terms) that he will not stand for re-election as a director of the Company at the 2024 annual meeting of stockholders (the “2024 Annual Meeting”). Mr. Shelton currently serves as the Company’s Lead Independent Director and is a member of the Compensation Committee and the Nominating, Governance and Corporate Responsibility Committee of the Board. Mr. Shelton’s decision to pursue retirement follows 16 years of service on the Board and various Board committees and is not the result of any disagreement with the Company on any matter related to the Company’s operations, policies, or practices. The Board and the Company are grateful for Mr. Shelton’s service and wish him well following his retirement from the Board. The Board has unanimously appointed Roxanne Martino, a director since 2016 and former CEO of Aurora Investment Management, as Lead Independent Director, effective following the 2024 Annual Meeting.

Item 8.01 Other Events.

On March 4, 2024, the Company issued a press release announcing Mr. Shelton’s retirement from the Board and Ms. Martino’s appointment as Lead Independent Director. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.