UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 14, 2025

Ventas, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-10989		61-1055020
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

300 North LaSalle Street, Suite 1600, Chicago, Illinois		60654
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (877) 483-6827

Not applicable

(Former name or former address, if changed since last report)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.25 par value	VTR	New York Stock Exchange

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))

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 November 17, 2025, Ventas, Inc. (the “Company”) announced that Peter J. Bulgarelli, Executive Vice President, Outpatient Medical & Research, Ventas, Inc. and President and CEO, Lillibridge Healthcare Services, Inc., is expected to retire effective as of May 1, 2026 (the “Effective Date”). Mr. Bulgarelli will remain in his role through the Effective Date. Mr. Bulgarelli’s advance notice of his retirement allows lead time for the Company to conduct a comprehensive search for his replacement and for Mr. Bulgarelli to assist with the orderly transition of duties to his successor. A copy of the press release announcing Mr. Bulgarelli’s retirement is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number		Description

99.1		Press release issued by the Company on November 17, 2025
104		Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VENTAS, INC.

Date: November 17, 2025	By:	/s/ Carey S. Roberts
		Carey S. Roberts
		Executive Vice President, General Counsel, Ethics and Compliance Officer and Corporate Secretary

Exhibit 99.1

Ventas Announces Planned Retirement of Peter J. Bulgarelli, EVP, Outpatient Medical & Research and CEO of Lillibridge Healthcare Services

CHICAGO – November 17, 2025 – Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) today announced that Peter J. Bulgarelli, Executive Vice President, Outpatient Medical & Research and Chief Executive Officer of Lillibridge Healthcare Services, has informed the Company of his intention to retire on May 1, 2026. Ventas will commence a search process to identify a successor.

“Pete has been instrumental in elevating and driving excellence across our Outpatient Medical & Research and Lillibridge businesses, benefitting the users of our exceptional environments and our shareholders,” said Ventas Chairman & CEO Debra A. Cafaro. “His leadership has helped strengthen our client and partner relationships, expand our competitive advantages and achieve industry-leading tenant satisfaction and retention. Pete has also developed a deep bench of leaders, positioning each of these businesses for growth and success. We appreciate Pete’s continued engagement with the Company to ensure a smooth transition.”

Bulgarelli oversees Ventas’s Outpatient Medical & Research and Triple-Net Leased Healthcare businesses and its wholly-owned property management and leasing subsidiary, Lillibridge Healthcare Services. He joined Ventas in 2018 following a twenty-eight-year career at Jones Lang LaSalle, where he led the real estate firm’s healthcare, life sciences, higher education and public sector businesses.

"It has been a privilege to work alongside such talented and committed colleagues at Ventas and Lillibridge,” said Bulgarelli. “I am immensely proud of what we have achieved together on behalf of our clients and partners, in support of their important missions. As I transition to retirement, I am confident in the outstanding leaders on our team who are focused on serving our clients and taking the business forward to deliver excellence.”

About Ventas

Ventas, Inc. (NYSE: VTR) is a leading S&P 500 real estate investment trust enabling exceptional environments that benefit a large and growing aging population. With approximately 1,400 properties in North America and the United Kingdom, Ventas occupies an essential role in the longevity economy. The Company’s growth is fueled by its more than 850 senior housing communities, which provide valuable services to residents and enable them to thrive in supported environments. Ventas aims to deliver outsized performance by leveraging its operational expertise, data-driven insights from its Ventas OI^TMplatform, extensive relationships and strong financial position. The Ventas portfolio also includes outpatient medical buildings, research centers and healthcare facilities. Ventas’s seasoned team of talented professionals shares a commitment to excellence, integrity and a common purpose of helping people live longer, healthier, happier lives.

Media:

[email protected]
(877) 4-VENTAS

Investors:

BJ Grant
(877) 4-VENTAS