VTR 8-K
Ventas, Inc. (VTR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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).
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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 May 12, 2026, in connection with his previously disclosed retirement on May 1, 2026, Ventas, Inc. (the “Company”) entered into a separation and release agreement with Peter J. Bulgarelli, Executive Vice President, Outpatient Medical & Research, Ventas, Inc. and President and CEO, Lillibridge Healthcare Services, Inc. (the “Separation Agreement”), pursuant to which Mr. Bulgarelli will receive a payment equal to the prorated portion of his bonus under the Company’s annual incentive plan for 2026 based on target performance through the effective date of his retirement (the “Prorated 2026 Bonus”). The Prorated 2026 Bonus is in consideration for, and contingent upon, among other things, Mr. Bulgarelli’s agreement to a standard release of claims and continued compliance with his restrictive covenants.
The foregoing is a summary description of certain terms of the Separation Agreement and is qualified in its entirety by the full text of the Separation Agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2026.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2026 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) was held on May 13, 2026. Represented at the Annual Meeting were 444,592,209 shares, or 93.50%, of the Company’s 475,463,173 shares of common stock, $0.25 par value per share, outstanding and entitled to vote at the Annual Meeting. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. Set forth below are the voting results for the proposals considered and voted upon at the Annual Meeting, all of which were described in the Company’s definitive Proxy Statement, filed with the Securities and Exchange Commission on April 1, 2026. The vote required for approval of Proposal 1 was based on a majority of votes cast, while the vote required for Proposals 2 and 3 was based on a majority of voting power present (in person or by proxy). Abstentions had no effect on Proposal 1 and were counted as votes “against” on Proposals 2 and 3. Pursuant to the rules of the New York Stock Exchange governing brokers’ discretionary authority, brokers did not have the authority to vote on Proposals 1 and 2 without the beneficial owner’s instruction and brokers had discretionary authority to vote on Proposal 3.
Proposal 1: To elect the 12 director nominees named in the Proxy Statement to serve until the 2027 Annual Meeting of Stockholders
Nominees of the Company:
| Nominee | Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||
| Melody C. Barnes | 392,026,421 | 37,462,524 | 212,663 | 14,890,601 | ||||
| Theodore Bigman | 429,327,760 | 153,143 | 220,705 | 14,890,601 | ||||
| Debra A. Cafaro | 403,263,151 | 13,858,507 | 12,579,950 | 14,890,601 | ||||
| Michael J. Embler | 429,036,445 | 434,260 | 230,903 | 14,890,601 | ||||
| Matthew J. Lustig | 424,024,053 | 5,456,574 | 220,981 | 14,890,601 | ||||
| Roxanne M. Martino | 414,947,605 | 13,606,326 | 1,147,677 | 14,890,601 | ||||
| Marguerite M. Nader | 424,598,140 | 3,941,692 | 1,161,776 | 14,890,601 | ||||
| Sean P. Nolan | 420,665,284 | 8,803,774 | 232,550 | 14,890,601 | ||||
| Walter C. Rakowich | 428,133,612 | 1,336,405 | 231,591 | 14,890,601 | ||||
| Joe V. Rodriguez, Jr. | 424,610,187 | 3,926,890 | 1,164,531 | 14,890,601 | ||||
| Sumit Roy | 428,871,640 | 601,740 | 228,228 | 14,890,601 | ||||
| Maurice S. Smith | 428,298,632 | 1,172,748 | 230,228 | 14,890,601 |
Proposal 2: To approve, on an advisory basis, the compensation of the Company’s Named Executive Officers
|
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 392,256,709 | 35,413,128 | 2,031,771 | 14,890,601 |
Proposal 3: To ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year
|
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 437,540,505 | 6,812,572 | 239,132 | — |
Item 8.01. Other Events.
On May 15, 2026, the Company entered into Amendment No. 3 (“Amendment No. 3”) to the ATM Sales Agreement, dated September 18, 2024 (the “Original Agreement”), as amended by that Amendment No. 1 to the ATM Sales Agreement, dated June 13, 2025 (“Amendment No. 1”) and by that Amendment No. 2 to the ATM Sales Agreement dated February 9, 2026 (“Amendment No. 2” and together with Amendment No. 1, Amendment No. 3 and the Original Agreement, 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, M&T Securities, Inc., 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. 3, the aggregate gross sales price of common stock now available for issuance under the Sales Agreement is $3,000,000,000 and such amount excludes the shares of common stock previously sold under the Sales Agreement prior to the execution of Amendment No. 3. The material terms and conditions of the Sales Agreement otherwise remain unchanged. 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. 3, 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.
The foregoing description of Amendment No. 3 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 3, which is filed herewith as Exhibit 1.1 and is incorporated by reference herein and into the Registration Statement. A copy of the full text of the Original Agreement was filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K with the Securities and Exchange Commission (“SEC”) on September 19, 2024, a copy of the full text of Amendment No. 1 was filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K with the SEC on June 13, 2025 and a copy of the full text of Amendment No. 2 was filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K with the SEC on February 9, 2026. 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. 3, 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.
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, among others, statements of expectations, beliefs, future plans and strategies, anticipated results from operations and developments and other matters that are not historical facts. Forward-looking statements include, among other things, statements regarding our and our officers’ intent, belief or expectation as identified by the use of phrases or words such as “assume,” “may,” “will,” “project,” “expect,” “believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,” “plan,” “line-of-sight,” “outlook,” “potential,” “opportunity,” “estimate,” “could,” “would,” “should” and other comparable and derivative terms or the negatives thereof.
Forward-looking statements are based on management’s beliefs as well as on a number of assumptions concerning future events. You should not put undue reliance on these forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements. We do not undertake a duty to update these forward-looking statements, which speak only as of the date on which they are made. We urge you to carefully review the disclosures we make concerning risks and uncertainties that may affect our business and future financial performance, including those made below and in our filings with the SEC, such as in the sections titled “Cautionary Statements — Summary Risk Factors” and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our subsequent Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and our Current Reports on Form 8-K as we file them with the SEC.
Certain factors that could affect our future results and our ability to achieve our stated goals include, but are not limited to: (a) our exposure and the exposure of our managers, tenants and borrowers to complex and evolving governmental policy, laws and regulations, including relating to healthcare, data privacy, cybersecurity, artificial intelligence, international trade and environmental matters, the impact of such policies, laws and regulations on our and our managers’, tenants’ and borrowers’ business and the challenges and expense associated with complying with such policies, laws and regulations; (b) the impact of market, macroeconomic and general economic conditions on us, our managers, tenants and borrowers and in areas in which our properties are geographically concentrated, including changes in or elevated inflation, interest rates and exchange rates, labor market dynamics and rises in unemployment, tightening of lending standards and reduced availability of credit or capital, events that affect consumer confidence, and the actual and perceived state of the real estate markets and public and private capital markets; (c) our ability, and the ability of our managers, tenants and borrowers, to navigate the trends impacting our or their businesses and the industries in which we or they operate, including their ability to respond to the impact of the U.S. political environment on government funding and reimbursement programs, and the financial condition or business prospect of our managers, tenants and borrowers; (d) our ability to achieve the anticipated benefits and synergies from, and effectively integrate, our completed or anticipated acquisitions and investments; (e) our ability to identify and consummate future investments in healthcare assets and effectively manage our portfolio opportunities and our investments in co-investment vehicles, joint ventures and minority interests; (f) the potential for significant general and commercial claims, legal actions, investigations, regulatory proceedings and enforcement actions that could subject us or our managers, tenants or borrowers to increased operating costs, uninsured liabilities, including fines and other penalties, reputational harm or significant operational limitations, including the loss or suspension of or moratoriums on accreditations, licenses or certificates of need, suspension of or nonpayment for new admissions, denial of reimbursement, suspension, decertification or exclusion from federal, state or foreign healthcare programs or the closure of facilities or communities; (g) our reliance on third-party managers and tenants to operate or exert substantial control over properties they manage for, or lease from, us, which limits our control and influence over such properties, their operations and their performance; (h) our reliance and the reliance of our managers, tenants and borrowers on the financial, credit and capital markets and the risk that those markets may be disrupted or become constrained; (i) the risk of bankruptcy, inability to obtain benefits from governmental programs, insolvency or financial deterioration of our managers, tenants, borrowers and other obligors which may, among other things, have an adverse impact on the ability of such parties to make payments or meet their other obligations to us; (j) our dependency on a limited number of managers and tenants for a significant portion of our revenues and operating income; (k) our exposure to various operational risks, liabilities and claims from our operating assets; (l) our exposure to particular risks due to our specific asset classes and operating markets, such as adverse changes affecting our specific asset classes and the healthcare real estate sector, the competitiveness or financial viability of hospitals on or near the campuses where our outpatient medical buildings are located, our relationships with universities, the level of expense and uncertainty of our research tenants, and the limitation of our uses of some properties we own that are subject to ground lease, air rights or other restrictive agreements; (m) our ownership of properties or operation of business outside of the U.S. that may subject us to different or greater risks than those associated with our domestic operations; (n) the risk that our management agreements or leases are not renewed or are renewed on less favorable terms, that our managers or tenants default under those agreements or that we are unable to replace managers or tenants on a timely basis or on favorable terms, if at all; (o) the risk that the borrowers under our loans or other investments default or that, to the extent we are able to foreclose or otherwise acquire the collateral securing our loans or other investments, we will be required to incur additional expense or indebtedness in connection therewith, that the assets will underperform expectations or that we may not be able to subsequently dispose of all or part of such assets on favorable terms; (p) risks related to the recognition of reserves, allowances, credit losses or impairment charges which are inherently uncertain and may increase or decrease in the future and may not represent or reflect the ultimate value of, or loss that we ultimately realize with respect to, the relevant assets; (q) the risk of exposure to unknown liabilities from our investments in properties or businesses; (r) the impact of merger, acquisition and investment activity in the healthcare industry or otherwise affecting our managers, tenants or borrowers; (s) risks related to development, redevelopment and construction projects, including costs associated with inflation, rising or elevated interest rates, labor conditions and supply chain pressures, and risks related to increased construction and development in markets in which our properties are located, including adverse effect on our future occupancy rates; (t) our current and future amount of outstanding indebtedness, and our ability to access capital and to incur additional debt which is subject to our compliance with covenants in instruments governing our and our subsidiaries’ existing indebtedness; (u) increases in our borrowing costs as a result of becoming more leveraged, including in connection with acquisitions or other investment activity and rising or elevated interest rates; (v) the risk of potential dilution resulting from future sales or issuances of our equity securities; (w) the availability, adequacy and pricing of insurance coverage provided by our policies and policies maintained by our managers, tenants, borrowers or other counterparties; (x) the risks or uncertainties relating to the use of, or inability to take advantage of, the benefits of artificial intelligence by us or our managers, tenants or borrowers; (y) the occurrence of cybersecurity threats and incidents that could disrupt our or our managers’, tenants’ or borrower’s operations, result in the loss of confidential or personal information or damage our business relationships and reputation; (z) the risk of catastrophic or extreme weather and other natural events; (aa) our ability to attract and retain talented employees; (bb) our ability to maintain a positive reputation for quality and service with our key stakeholders; (cc) the limitations and significant requirements imposed upon our business as a result of our status as a REIT and the adverse consequences (including the possible loss of our status as a REIT) that would result if we are not able to comply with such requirements; (dd) the ownership limits contained in our certificate of incorporation with respect to our capital stock in order to preserve our qualification as a REIT, which may delay, defer or prevent a change of control of our company; and (ee) the other factors set forth in our periodic filings with the SEC.
Item. 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit Number |
Description | |
| 1.1 | Amendment No. 3 to the Sales Agreement, dated May 15, 2026, among Ventas, Inc. and the Agents and Forward Purchasers named therein. | |
| 5.1 | Opinion of Davis Polk & Wardwell LLP. | |
| 23.1 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1). | |
| 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 thereunto duly authorized.
Date: May 15, 2026
| VENTAS, INC. | ||
| By: | /s/ Carey S. Roberts | |
| Name: Carey S. Roberts | ||
| Title: Executive Vice President, General Counsel, Ethics & Compliance Officer and Corporate Secretary of Ventas, Inc. | ||
Exhibit 1.1
Ventas, Inc.
Common Stock
($0.25 par value)
AMENDMENT NO. 3 TO
ATM SALES AGREEMENT
May 15, 2026
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
M&T Securities, Inc.
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
Wells Fargo Securities, LLC
c/o BofA Securities, Inc.
One Bryant Park
New York, New York 10036
As Agents and/or Forward Sellers
Bank of America, N.A.
One Bryant Park
New York, New York 10036
Banco Bilbao Vizcaya Argentaria, S.A.
Ciudad BBVA, Calle Sauceda nº 28
Edificio Oceania, Planta 1ª
Madrid 28050
BNP PARIBAS
787 Seventh Ave
New York, New York 10019
Citibank, N.A.
388 Greenwich Street
New York, New York 10013
Crédit Agricole Corporate and Investment Bank
c/o Credit Agricole Securities (USA) Inc., as agent
1301 Avenue of the Americas
New York, New York 10019
Jefferies LLC
520 Madison Avenue
New York, New York 10022
JPMorgan Chase Bank, National Association
270 Park Avenue
New York, New York 10017
Mizuho Markets Americas LLC
c/o Mizuho Securities USA LLC, as agent
1271 Avenue of the Americas
New York, New York 10020
Morgan Stanley & Co. LLC
1585 Broadway, 4th Floor
New York, New York 10036
MUFG Securities EMEA plc
Ropemaker Place
25 Ropemaker Street
London EC2Y 9AJ, United Kingdom
Royal Bank of Canada
Brookfield Place
200 Vesey Street
New York, New York 10281
The Bank of New York Mellon
240 Greenwich Street, 3rd Floor
New York, New York 10286
The Bank of Nova Scotia
44 King Street West
Toronto, Ontario M5H 1H1 Canada
c/o Scotia Capital (USA) Inc.
250 Vesey Street
24th Floor
New York, New York 10281
The Toronto-Dominion Bank
c/o TD Securities (USA) LLC, as agent
1 Vanderbilt Avenue
New York, NY 10017
Truist Bank
50 Hudson Yards, 70th Floor
New York, NY 10001
UBS AG London Branch
5 Broadgate
London EC2M 2QS, United Kingdom
Wells Fargo Bank, National Association
500 West 33rd Street
14th Floor
New York, New York 10001
As Forward Purchasers
Ladies and Gentlemen:
This Amendment No. 3 (this “Amendment”) to the Sales Agreement (as defined below) is entered into as of the date first written above (the “Effective Date”) by Ventas, Inc., a Delaware corporation (the “Company”), and 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, M&T Securities, Inc., 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 principal and/or 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. (or an affiliate thereof), 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”), in order to amend that certain ATM Sales Agreement, dated September 18, 2024, as amended by (i) that certain Amendment No. 1 to ATM Sales Agreement, dated June 13, 2025 and (ii) that certain Amendment No. 2 to ATM Sales Agreement, dated February 9, 2026 (collectively, the “Sales Agreement”), relating to the offer and sale from time to time of the Company’s common stock.
The parties wish to amend the Sales Agreement through this Amendment to increase the aggregate gross sales price of Shares that may be sold by the Company under the Sales Agreement
Section 1. Definitions. Unless otherwise specified herein, capitalized terms used in this Amendment and not otherwise defined shall have the meanings assigned to such terms in the Sales Agreement.
Section 2. Representation and Warranty. The Company represents and warrants to each Agent and Forward Purchaser that this Amendment has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company.
Section 3. Amendments to the Sales Agreement.
(a) On and after the Effective Date, the references to “Prospectus Supplement” shall refer to the prospectus supplement relating to the offering and sale of the Shares filed by the Company with the Commission pursuant to Rule 424(b) on the date hereof, in the form furnished by the Company to the Agents and Forward Purchasers in connection with the offering of the Shares, as amended by the prospectus supplement filed most recently with the Commission in accordance with Section 3(b), 3(c) or 3(n) of the Sales Agreement, as the case may be, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act.
(b) On and after the Effective Date, the Company shall have $3,000,000,000 aggregate gross sales price of Shares available for issuance under the Sales Agreement, exclusive of any prior issuances before the Effective Date and all references to $2,500,000,000 in the Sales Agreement shall mean $3,000,000,000.
(f) All references to the Sales Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Sales Agreement as amended by this Amendment. Notwithstanding anything to the contrary contained herein, this Amendment shall not have any effect on offerings or sales of Shares prior to the Effective Date or on the terms of the Sales Agreement, and the rights and obligations of the parties thereunder, insofar as they relate to such offerings or sales, including, without limitation, the representations, warranties and agreements (including the indemnification and contribution provisions), as well as the definitions of “Prospectus Supplement” and “Prospectus” contained in the Sales Agreement prior to the Effective Date.
Section 4. Applicable Law. This Amendment and any claim, controversy or dispute arising hereunder or related hereto shall be governed by, and construed in accordance with, the laws of the State of New York without regard to its choice of law provisions.
Section 5. Entire Agreement. The Sales Agreement, as amended by this Amendment, represents the entire agreement among the parties hereto with respect to the subject matter thereof and hereof and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. Except as set forth in this Amendment or as further amended hereby, all of the terms of the Sales Agreement shall remain in full force and effect and are hereby confirmed in all respects.
Section 6. Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
Section 7. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Amendment. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
[Signature Pages Follow]
If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement by and among the Agents, the Forward Purchasers and the Company in accordance with its terms.
| Very truly yours, | ||
| VENTAS, INC. | ||
| By: | /s/ Robert F. Probst | |
| Name: Robert F. Probst | ||
| Title: Executive Vice President and Chief Financial Officer |
Accepted as of the date hereof:
BofA Securities, Inc.
As Agent And Forward Seller
| By: | /s/ Gray Hampton | |
| Name: Gray Hampton | ||
| Title: Vice Chairman |
BBVA SECURITIES INC.
As Agent And Forward Seller
| By: | /s/ Shehzad Khan | |
| Name: Shehzad Khan | ||
| Title: Managing Director |
BNP PARIBAS SECURITIES CORP.
As Agent And Forward Seller
| By: | /s/ Robert McDonald | |
| Name: Robert McDonald | ||
| Title: Managing Director |
BNY MELLON CAPITAL MARKETS, LLC
As Agent And Forward Seller
| By: | /s/ Dan Klinger | |
| Name: Dan Klinger | ||
| Title: Managing Director |
Citigroup Global Markets Inc.
As Agent And Forward Seller
| By: | /s/ Jared Nutt | |
| Name: Jared Nutt | ||
| Title: Managing Director |
Credit Agricole Securities (USA) Inc.
As Agent And Forward Seller
| By: | /s/ Jean-Marc Nguyen | |
| Name: Jean-Marc Nguyen | ||
| Title: Managing Director | ||
| By: | /s/ Douglas Cheng | |
| Name: Douglas Cheng | ||
| Title: Managing Director |
JEFFERIES LLC
As Agent And Forward Seller
| By: | /s/ Christopher Allred | |
| Name: Christopher Allred | ||
| Title: Managing Director |
J.P. Morgan Securities LLC
As Agent And Forward Seller
| By: | /s/ Preston T. Ryman | |
| Name: Preston Ryman | ||
| Title: Vice President |
M&T Securities, Inc.
As Agent
| By: | /s/ Rachel Jennings | |
| Name: Rachel Jennings | ||
| Title: Managing Director |
mizuho securities usa llc
As Agent And Forward Seller
| By: | /s/ Ivana Rupcic-Hulin | |
| Name: Ivana Rupcic-Hulin | ||
| Title: Managing Director |
Morgan Stanley & Co. LLC
As Agent and Forward Seller
| By: | /s/ Daniel Croitoru | |
| Name: Daniel Croitoru | ||
| Title: Vice President |
MUFG Securities Americas Inc.
As Agent And Forward Seller
| By: | /s/ Geoffrey Paul | |
| Name: Geoffrey Paul | ||
| Title: Managing Director |
RBC Capital Markets, LLC
As Agent And Forward Seller
| By: | /s/ Asad Kazim | |
| Name: Asad Kazim | ||
| Title: Managing Director |
Scotia capital (usa) inc.
As Agent And Forward Seller
| By: | /s/ Tim Mann | |
| Name: Tim Mann | ||
| Title: Managing Director |
td securities (usa) llc
As Agent And Forward Seller
| By: | /s/ Adriano Pierroz | |
| Name: Adriano Pierroz | ||
| Title: Director |
TRUIST SECURITIES, INC.
As Agent And Forward Seller
| By: | /s/ Keith Carpenter | |
| Name: Keith Carpenter | ||
| Title: Managing Director |
UBS Securities LLC
As Agent And Forward Seller
| By: | /s/ Jesse O’Neill | |
| Name: Jesse O’Neill | ||
| Title: Executive Director | ||
| By: | /s/ Charles Heaney | |
| Name: Charles Heaney | ||
| Title: Director |
Wells Fargo Securities, LLC
As Agent And Forward Seller
| By: | /s/ Rohit Mehta | |
| Name: Rohit Mehta | ||
| Title: Managing Director |
BANK OF AMERICA, N.A.
As Forward Purchaser
| By: | /s/ Jake Mendelsohn | |
| Name: Jake Mendelsohn | ||
| Title: Managing Director |
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
As Forward Purchaser
| By: | /s/ Luis Francisco Alarcon Gonalez | |
| Name: Luis Francisco Alarcon Gonalez | ||
| Title: Managing Director |
| By: | /s/ Annabella Rutigilano | |
| Name: Annabella Rutigilano | ||
| Title: Executive Director |
BNP PARIBAS
As Forward Purchaser
| By: | /s/ Robert McDonald | |
| Name: Robert McDonald | ||
| Title: Managing Director |
| By: | /s/ John Nunziata | |
| Name: John Nunziata | ||
| Title: Managing Director |
CITIBANK, N.A.
As Forward Purchaser
| By: | /s/ Eric Natelson | |
| Name: Eric Natelson | ||
| Title: Authorized Signatory |
Credit Agricole CORPORATE AND INVESTMENT BANK
As Forward Purchaser
By: CREDIT AGRICOLE SECURITIES (USA) INC., AS AGENT
| By: | /s/ Jean-Marc Nguyen | |
| Name: Jean-Marc Nguyen | ||
| Title: Managing Director |
| By: | /s/ Douglas Cheng | |
| Name: Douglas Cheng | ||
| Title: Managing Director |
JEFFERIES LLC
As Forward Purchaser
| By: | /s/ Christopher Allred | |
| Name: Christopher Allred | ||
| Title: Managing Director |
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
As Forward Purchaser
| By: | /s/ Preston Ryman | |
| Name: Preston Ryman | ||
| Title: Vice President |
MIZUHO MARKETS AMERICAS LLC
As Forward Purchaser
| By: | /s/ Matthew E. Chivaroli | |
| Name: Matthew E. Chivaroli | ||
| Title: Authorized Signatory |
MORGAN STANLEY & CO. LLC
As Forward Purchaser
| By: | /s/ Ellen Weinstien | |
| Name: Ellen Weinstien | ||
| Title: Managing Director |
MUFG SECURITIES EMEA PLC
As Forward Purchaser
| By: | /s/ Catherine Lucas | |
| Name: Catherine Lucas | ||
| Title: Authorized Signatory |
ROYAL BANK OF CANADA
As Forward Purchaser
| By: | /s/ Chris Amery | |
| Name: : Chris Amery | ||
| Title: Managing Director |
THE BANK OF NEW YORK MELLON
As Forward Purchaser
| By: | /s/ Timothy Comerford | |
| Name: Timothy Comerford | ||
| Title: Director |
THE BANK OF NOVA SCOTIA
As Forward Purchaser
| By: | /s/ Tim Mann | |
| Name: Tim Mann | ||
| Title: Managing Director |
THE TORONTO-DOMINION BANK
As Forward Purchaser
| By: | /s/ Igor Biselman | |
| Name: Igor Biselman | ||
| Title: Managing Director |
TRUIST BANK
As Forward Purchaser
| By: | /s/ Rakesh Mangat | |
| Name: Rakesh Mangat | ||
| Title: Managing Director |
UBS AG LONDON BRANCH
As Forward Purchaser
| By: | /s/ John Delgado | |
| Name: John Delgado | ||
| Title: Executive Director | ||
| By: | /s/ Anna Petterson | |
| Name: Anna Petterson | ||
| Title: Executive Director |
WELLS FARGO BANK, NATIONAL ASSOCIATION
As Forward Purchaser
| By: | /s/ Christine Roemer | |
| Name: Christine Roemer | ||
| Title: Managing Director |
Exhibits 5.1 and 23.1
 |
Davis Polk & Wardwell llp 450 Lexington Avenue davispolk.com |
May 15, 2026
Ventas, Inc.
300 North LaSalle Street, Suite 1600
Chicago, Illinois 60654
Ladies and Gentlemen:
Ventas, Inc., a Delaware corporation (the “Company”), has filed with the Securities and Exchange Commission a Registration Statement on Form S-3 (File No. 333-277185) (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), certain securities, including the Company’s common stock, par value $0.25 per share (the “Securities”), to be sold from time to time pursuant to the Sales Agreement dated September 18, 2024, as amended by that First Amendment to the ATM Sales Agreement dated as of June 13, 2025, as further amended by that certain Second Amendment to the ATM Sales Agreement dated as of February 9, 2026, and as further amended by that certain Third Amendment to the ATM Sales Agreement dated as of May 15, 2026 (collectively, the "Sales Agreement"), among the Company and the several sales agents, forward sellers and forward purchasers named therein. The Sales Agreement provides for the sale of up to $3,000,000,000 aggregate gross sales price of Securities on and after the date hereof.
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
Based upon the foregoing, and assuming the Company’s board of directors approves the terms of any sale of Securities pursuant to the Sales Agreement (or properly delegates such approval to officers and such terms are approved by such officers), we advise you that, in our opinion, when the Securities have been issued and delivered against payment therefor in accordance with the terms of the Sales Agreement, the Securities will be validly issued, fully paid and non-assessable.
We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.
 | Ventas, Inc. |
We hereby consent to the filing of this opinion as an exhibit to a report on Form 8-K to be filed by the Company on the date hereof and its incorporation by reference into the Registration Statement and further consent to the reference to our name under the caption “Legal Matters” in the prospectus supplement, which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Davis Polk & Wardwell LLP
| May 15, 2026 | 2 |