{"url_path":"/sec/vtr/8-k/2026-05-15/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 ** **    Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/740260/0001104659-26-062795-index.html","accession_number":"0001104659-26-062795","cik":"0000740260","ticker":"VTR","issuer_name":"Ventas, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/740260/0001104659-26-062795-index.html","primary_entity_key":"0000740260","primary_entity_name":"Ventas, Inc."},"word_count":2271,"has_tables":true,"body_markdown":"**Item 8.01.** **    Other Events.**\n\n \n\nOn May 15, 2026, the Company entered into\nAmendment No. 3 (“Amendment No. 3”) to the ATM Sales Agreement, dated September 18, 2024 (the “Original\nAgreement”), as amended by that Amendment No. 1 to the ATM Sales Agreement, dated June 13, 2025 (“Amendment No. 1”)\nand by that Amendment No. 2 to the ATM Sales Agreement dated February 9, 2026 (“Amendment No. 2” and together\nwith Amendment No. 1, Amendment No. 3 and the Original Agreement, the “Sales Agreement”), with BofA Securities, Inc.,\nBBVA Securities Inc., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, Citigroup Global Markets Inc., Credit Agricole Securities\n(USA) Inc., Jefferies LLC, J.P. Morgan Securities LLC, M&T Securities, Inc., Mizuho Securities USA LLC, Morgan Stanley &\nCo. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc.,\nUBS Securities LLC and Wells Fargo Securities, LLC, each as sales agent and/or as forward seller (in any such capacity, each an “Agent”\nand collectively, the “Agents”), and Bank of America, N.A., Banco Bilbao Vizcaya Argentaria, S.A., BNP PARIBAS, Citibank,\nN.A., Crédit Agricole Corporate and Investment Bank, Jefferies LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas\nLLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Royal Bank of Canada, The Bank of New York Mellon, The Bank of Nova\nScotia, The Toronto-Dominion Bank, Truist Bank, UBS AG London Branch and Wells Fargo Bank, National Association, each as forward purchaser\n(in such capacity, each a “Forward Purchaser” and collectively, the “Forward Purchasers”). Pursuant to Amendment\nNo. 3, the aggregate gross sales price of common stock now available for issuance under the Sales Agreement is $3,000,000,000 and\nsuch amount excludes the shares of common stock previously sold under the Sales Agreement prior to the execution of Amendment No. 3.\nThe material terms and conditions of the Sales Agreement otherwise remain unchanged. Any shares of common stock the Company may offer,\nissue and sell, and any shares of borrowed common stock that the Forward Purchasers may offer and sell, pursuant to the Sales Agreement,\nas amended by Amendment No. 3, will be offered and sold pursuant to the Company’s registration statement on Form S-3 (File\nNo. 333-277185) (the “Registration Statement”) and the prospectus supplement filed on the date hereof to the prospectus\ncontained within the Registration Statement.\n\n \n\nThe foregoing description of Amendment No. 3\ndoes not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 3, which is filed\nherewith as Exhibit 1.1 and is incorporated by reference herein and into the Registration Statement. A copy of the full text of the\nOriginal Agreement was filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K with the Securities and Exchange\nCommission (“SEC”) on September 19, 2024, a copy of the full text of Amendment No. 1 was filed as Exhibit 1.1\nto 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\nwas filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K with the SEC on February 9, 2026. An opinion\nof Davis Polk & Wardwell LLP with respect to the validity of shares of the Company’s common stock that may be offered and\nsold pursuant to the Sales Agreement, as amended by Amendment No. 3, is filed herewith as Exhibit 5.1 and is incorporated by\nreference into the Registration Statement. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation\nof 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\nprior to registration or qualification under the securities laws of any such state.\n\n \n\n**Forward-Looking Statements**\n\n \n\nThis Current Report on Form 8-K includes\nforward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the\nSecurities Exchange Act of 1934, as amended. These forward-looking statements include, among others, statements of expectations, beliefs,\nfuture plans and strategies, anticipated results from operations and developments and other matters that are not historical facts. Forward-looking\nstatements include, among other things, statements regarding our and our officers’ intent, belief or expectation as identified by\nthe use of phrases or words such as “assume,” “may,” “will,” “project,” “expect,”\n“believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,”\n“plan,” “line-of-sight,” “outlook,” “potential,” “opportunity,” “estimate,”\n“could,” “would,” “should” and other comparable and derivative terms or the negatives thereof.\n\n \n\n \n\n \n\nForward-looking statements are based on management’s\nbeliefs as well as on a number of assumptions concerning future events. You should not put undue reliance on these forward-looking statements,\nwhich are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual events\nor results to differ materially from those expressed or implied by the forward-looking statements. We do not undertake a duty to update\nthese forward-looking statements, which speak only as of the date on which they are made. We urge you to carefully review the disclosures\nwe make concerning risks and uncertainties that may affect our business and future financial performance, including those made below and\nin our filings with the SEC, such as in the sections titled “Cautionary Statements — Summary Risk Factors” and “Risk\nFactors” in our Annual Report on Form 10-K for the year ended December 31, 2025, “Management’s Discussion\nand Analysis of Financial Condition and Results of Operations” in our subsequent Quarterly Report on Form 10-Q for the quarter\nended March 31, 2026 and our Current Reports on Form 8-K as we file them with the SEC.\n\n \n\nCertain factors that could affect our future results\nand our ability to achieve our stated goals include, but are not limited to: (a) our exposure and the exposure of our managers, tenants\nand borrowers to complex and evolving governmental policy, laws and regulations, including relating to healthcare, data privacy, cybersecurity,\nartificial intelligence, international trade and environmental matters, the impact of such policies, laws and regulations on our and our\nmanagers’, tenants’ and borrowers’ business and the challenges and expense associated with complying with such policies,\nlaws and regulations; (b) the impact of market, macroeconomic and general economic conditions on us, our managers, tenants and borrowers\nand in areas in which our properties are geographically concentrated, including changes in or elevated inflation, interest rates and exchange\nrates, labor market dynamics and rises in unemployment, tightening of lending standards and reduced availability of credit or capital,\nevents that affect consumer confidence, and the actual and perceived state of the real estate markets and public and private capital markets;\n(c) our ability, and the ability of our managers, tenants and borrowers, to navigate the trends impacting our or their businesses\nand the industries in which we or they operate, including their ability to respond to the impact of the U.S. political environment on\ngovernment funding and reimbursement programs, and the financial condition or business prospect of our managers, tenants and borrowers;\n(d) our ability to achieve the anticipated benefits and synergies from, and effectively integrate, our completed or anticipated acquisitions\nand investments; (e) our ability to identify and consummate future investments in healthcare assets and effectively manage our portfolio\nopportunities and our investments in co-investment vehicles, joint ventures and minority interests; (f) the potential for significant\ngeneral and commercial claims, legal actions, investigations, regulatory proceedings and enforcement actions that could subject us or\nour managers, tenants or borrowers to increased operating costs, uninsured liabilities, including fines and other penalties, reputational\nharm or significant operational limitations, including the loss or suspension of or moratoriums on accreditations, licenses or certificates\nof need, suspension of or nonpayment for new admissions, denial of reimbursement, suspension, decertification or exclusion from federal,\nstate or foreign healthcare programs or the closure of facilities or communities; (g) our reliance on third-party managers and tenants\nto operate or exert substantial control over properties they manage for, or lease from, us, which limits our control and influence over\nsuch properties, their operations and their performance; (h) our reliance and the reliance of our managers, tenants and borrowers\non the financial, credit and capital markets and the risk that those markets may be disrupted or become constrained; (i) the risk\nof bankruptcy, inability to obtain benefits from governmental programs, insolvency or financial deterioration of our managers, tenants,\nborrowers and other obligors which may, among other things, have an adverse impact on the ability of such parties to make payments or\nmeet their other obligations to us; (j) our dependency on a limited number of managers and tenants for a significant portion of our\nrevenues and operating income; (k) our exposure to various operational risks, liabilities and claims from our operating assets; (l) our\nexposure to particular risks due to our specific asset classes and operating markets, such as adverse changes affecting our specific asset\nclasses and the healthcare real estate sector, the competitiveness or financial viability of hospitals on or near the campuses where our\noutpatient medical buildings are located, our relationships with universities, the level of expense and uncertainty of our research tenants,\nand the limitation of our uses of some properties we own that are subject to ground lease, air rights or other restrictive agreements;\n(m) our ownership of properties or operation of business outside of the U.S. that may subject us to different or greater risks than\nthose associated with our domestic operations; (n) the risk that our management agreements or leases are not renewed or are renewed\non less favorable terms, that our managers or tenants default under those agreements or that we are unable to replace managers or tenants\non a timely basis or on favorable terms, if at all; (o) the risk that the borrowers under our loans or other investments default\nor that, to the extent we are able to foreclose or otherwise acquire the collateral securing our loans or other investments, we will be\nrequired to incur additional expense or indebtedness in connection therewith, that the assets will underperform expectations or that we\nmay not be able to subsequently dispose of all or part of such assets on favorable terms; (p) risks related to the recognition of\nreserves, allowances, credit losses or impairment charges which are inherently uncertain and may increase or decrease in the future and\nmay not represent or reflect the ultimate value of, or loss that we ultimately realize with respect to, the relevant assets; (q) the\nrisk of exposure to unknown liabilities from our investments in properties or businesses; (r) the impact of merger, acquisition and\ninvestment activity in the healthcare industry or otherwise affecting our managers, tenants or borrowers; (s) risks related to development,\nredevelopment and construction projects, including costs associated with inflation, rising or elevated interest rates, labor conditions\nand supply chain pressures, and risks related to increased construction and development in markets in which our properties are located,\nincluding adverse effect on our future occupancy rates; (t) our current and future amount of outstanding indebtedness, and our ability\nto access capital and to incur additional debt which is subject to our compliance with covenants in instruments governing our and our\nsubsidiaries’ existing indebtedness; (u) increases in our borrowing costs as a result of becoming more leveraged, including\nin connection with acquisitions or other investment activity and rising or elevated interest rates; (v) the risk of potential dilution\nresulting from future sales or issuances of our equity securities; (w) the availability, adequacy and pricing of insurance coverage\nprovided by our policies and policies maintained by our managers, tenants, borrowers or other counterparties; (x) the risks or uncertainties\nrelating to the use of, or inability to take advantage of, the benefits of artificial intelligence by us or our managers, tenants or borrowers;\n(y) the occurrence of cybersecurity threats and incidents that could disrupt our or our managers’, tenants’ or borrower’s\noperations, result in the loss of confidential or personal information or damage our business relationships and reputation; (z) the\nrisk of catastrophic or extreme weather and other natural events; (aa) our ability to attract and retain talented employees; (bb) our\nability to maintain a positive reputation for quality and service with our key stakeholders; (cc) the limitations and significant requirements\nimposed upon our business as a result of our status as a REIT and the adverse consequences (including the possible loss of our status\nas a REIT) that would result if we are not able to comply with such requirements; (dd) the ownership limits contained in our certificate\nof incorporation with respect to our capital stock in order to preserve our qualification as a REIT, which may delay, defer or prevent\na change of control of our company; and (ee) the other factors set forth in our periodic filings with the SEC.\n\n \n\n \n\n \n\n**Item. 9.01. Financial Statements and Exhibits.**\n\n \n\n(d) *Exhibits*:\n\n \n\nExhibit\n\nNumber\n \nDescription\n\n[1.1](tm2614646d2_ex1-1.htm)\n \n[Amendment No. 3 to the Sales Agreement, dated May 15, 2026, among Ventas, Inc. and the Agents and Forward Purchasers named therein.](tm2614646d2_ex1-1.htm)\n\n[5.1](tm2614646d2_ex5-1.htm)\n \n[Opinion of Davis Polk & Wardwell LLP.](tm2614646d2_ex5-1.htm)\n\n[23.1](tm2614646d2_ex5-1.htm)\n \n[Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1).](tm2614646d2_ex5-1.htm)\n\n104\n \nCover Page Interactive Data File (formatted as inline XBRL).\n\n \n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of the Securities\nExchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.\n\n \n\nDate: May 15, 2026\n\n \n\n \nVENTAS, INC.\n\n \n \n\n \nBy:\n/s/ Carey S. Roberts\n\n \n \nName:   Carey S. Roberts\n\n \n \nTitle:     Executive Vice President, General Counsel, Ethics & Compliance Officer and Corporate Secretary of Ventas, Inc."}