Ventas said it entered into Amendment No. 1 to its ATM Sales Agreement on June 13, 2025, September 18, 2024, with BofA Securities, Inc. and other sales agents and forward sellers, and with forward purchasers.

1. 01

   Ventas said it entered into Amendment No. 1 to its ATM Sales Agreement on June 13, 2025, September 18, 2024, with BofA Securities, Inc. and other sales agents and forward sellers, and with forward purchasers.

2. 02

   The company said that under Amendment No. 1, the aggregate gross sales price of common stock now available for issuance under the Sales Agreement is $2,250,000,000, and that this amount excludes shares sold under the Sales Agreement before Amendment No. 1 was executed.

3. 03

   The company said shares it issues and sells under the Sales Agreement, and shares borrowed by forward purchasers and sold, will be offered under Form S-3 (File No. 333-277185) and the prospectus supplement filed the same day.

4. 04

   The company said it is filing Amendment No. 1 as Exhibit 1.1 and a Davis Polk & Wardwell LLP opinion on the validity of common stock as Exhibit 5.1, and incorporating both into the registration statement by reference.

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