Ventas said it launched and priced a public offering of 10,600,000 shares of its common stock, par value $0.25 per share, on November 13, 2024, and entered into an underwriting agreement with Wells Fargo Securities, LLC and others. The underwriter has a 30-day option to buy up to an additional 1,590,000 shares.

1. 01

   Ventas said it launched and priced a public offering of 10,600,000 shares of its common stock, par value $0.25 per share, on November 13, 2024, and entered into an underwriting agreement with Wells Fargo Securities, LLC and others. The underwriter has a 30-day option to buy up to an additional 1,590,000 shares.

2. 02

   The company said the forward seller sold 10,600,000 shares borrowed from third parties by the forward purchaser or its affiliate, and that it did not receive any proceeds from those sales. It said it plans to enter into an additional forward sale agreement with the forward purchaser if the option is exercised.

3. 03

   The company said it intends to physically settle the forward sale agreement and receive sale proceeds on one or more forward settlement dates on or before December 31, 2025. The initial forward sale price is $63.71 per share, and it will be adjusted daily for a floating interest rate factor and for expected dividends.

4. 04

   The company said the forward purchaser may require early settlement of the agreement in certain circumstances. These include a lack of available shares to borrow or a stock borrow cost above a specified threshold, certain cash or other dividends or distributions declared by the company, share ownership limits being exceeded, certain extraordinary events or changes in law or delisting, and other defaults or termination events.

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Original filing

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