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 1 2(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.¨

On June 13, 2025, Ventas, Inc. (the “Company”) entered into Amendment No.1 (“Amendment No.1”) to the ATM Sales Agreement, dated September 18, 2024 (as amended from time to time, the “Sales Agreement”), with BofA Securities, Inc., BBVA Securities Inc., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc., UBS Securities LLC and Wells Fargo Securities, LLC, each as sales agent and/or as forward seller (in any such capacity, each an “Agent” and collectively, the “Agents”), and Bank of America, N.A., Banco Bilbao Vizcaya Argentaria, S.A., BNP PARIBAS, Citibank, N.A., Crédit Agricole Corporate and Investment Bank, Jefferies LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Royal Bank of Canada, The Bank of New York Mellon, The Bank of Nova Scotia, The Toronto-Dominion Bank, Truist Bank, UBS AG London Branch and Wells Fargo Bank, National Association, each as forward purchaser (in such capacity, each a “Forward Purchaser” and collectively, the “Forward Purchasers”). Pursuant to Amendment No. 1, the aggregate gross sales price of common stock now available for issuance under the Sales Agreement is $2,250,000,000 and such amount excludes the shares of common stock previously sold under the Sales Agreement prior to the execution of Amendment No. 1. Any shares of common stock the Company may offer, issue and sell, and any shares of borrowed common stock that the Forward Purchasers may offer and sell, pursuant to the Sales Agreement, as amended by Amendment No. 1, will be offered and sold pursuant to the Company’s registration statement on Form S-3 (File No. 333-277185) (the “Registration Statement”) and the prospectus supplement filed on the date hereof to the prospectus contained within the Registration Statement.

A copy of Amendment No. 1 is filed herewith as Exhibit 1.1 and is incorporated by reference herein and into the Registration Statement. An opinion of Davis Polk & Wardwell LLP with respect to the validity of shares of the Company’s common stock that may be offered and sold pursuant to the Sales Agreement, as amended by Amendment No. 1, is filed herewith as Exhibit 5.1 and is incorporated by reference into the Registration Statement. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.