Material Event Form 8 K

Item 8.01.

Other Events

Underwriting Agreement

On November 13, 2024, Ventas, Inc. (the "Company") launched and priced the public offering of shares of the Company's common stock, $0.25 par value per share ("Common Stock") in connection with the Forward Sale Agreement (as defined below) and entered into an underwriting agreement (the "Underwriting Agreement") with Wells Fargo Securities, LLC, (the "Underwriter"), the Forward Purchaser (as defined below) and Wells Fargo Securities, LLC, as forward seller (the "Forward Seller"), relating to the registered public offering and sale of 10,600,000 shares of Common Stock. The Underwriter has been granted a 30-day option to purchase up to an additional 1,590,000 shares of Common Stock. If such option is exercised, then the Company plans to enter into an additional forward sale agreement with the Forward Purchaser in respect of the number of shares of Common Stock that is subject to the exercise of such option.

Pursuant to the Underwriting Agreement, the Forward Seller sold an aggregate of 10,600,000 shares of Common Stock, subject to the conditions set forth in the Underwriting Agreement, which shares were borrowed by the Forward Purchaser or its affiliate from third parties. The Company did not receive any proceeds from the sale of Common Stock sold by the Forward Seller.

The description of the Underwriting Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated herein by reference.

In connection with the offering, Common Stock was registered under the Securities Act of 1933, as amended (the "Securities Act") pursuant to a registration statement on Form S-3 (Registration No. 333-277185) (the "Registration Statement"), and a prospectus supplement, dated November 13, 2024, which will be filed with the SEC pursuant to Rule 424(b) of the Securities Act no later than the second business day following the date it was first used in connection with the public offering.

Forward Sale Agreement

On November 13, 2024, the Company entered into a forward sale agreement (the "Forward Sale Agreement") with Wells Fargo Bank, National Association (the "Forward Purchaser"), relating to an aggregate of 10,600,000 shares of Common Stock.

The Company intends to physically settle the Forward Sale Agreement (by the delivery of shares of Common Stock) and receive proceeds from the sale of those shares of Common Stock upon one or more forward settlement dates on or before December 31, 2025. The forward sale price will initially be $63.71 per share, which is the price at which the Underwriter has agreed to buy the shares of Common Stock pursuant to the Underwriting Agreement.

The Forward Sale Agreement provides that the forward sale price will be subject to adjustment on a daily basis based on a floating interest rate factor equal to the specified rate less a spread and will be decreased on each of the dates specified in the Forward Sale Agreement by amounts related to expected dividends on shares of Common Stock during its term. The forward sale price will also be subject to decrease if the cost to the Forward Purchaser (or its affiliate) of borrowing a number of shares of Common Stock underlying the Forward Sale Agreement exceeds a specified amount. If the specified rate is less than the spread on any day, the interest rate factor will result in a daily reduction of the forward sale price.

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