Form 8-K

8-K — Ventas, Inc.

Accession: 0001104659-26-062795

Filed: 2026-05-15

Period: 2026-05-12

CIK: 0000740260

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2614646d2_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2614646d2_ex1-1.htm)

EX-5.1 — EXHIBIT 5.1 (tm2614646d2_ex5-1.htm)

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GRAPHIC (tm2614646d2_ex5-1img002.jpg)

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2614646d2_8k.htm · Sequence: 1

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0000740260

2026-05-12

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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): May 12, 2026

VENTAS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

61-1055020

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification Number)

300

North LaSalle Street , Suite

1600,

Chicago, Illinois 60654

(Address of Principal Executive Offices)

001-10989

Commission

file number

Registrant’s telephone number,

including area code: (877) 483-6827

Not applicable

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 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

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 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.

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2614646d2_ex1-1.htm · Sequence: 2

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

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

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: tm2614646d2_ex5-1.htm · Sequence: 3

Exhibits

5.1 and 23.1

Davis Polk & Wardwell llp

450 Lexington Avenue

New York, NY 10017

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

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