Material Event Form 8 K

On September 9, 2024, Ventas Realty, Limited Partnership ("Ventas Realty"), a wholly owned subsidiary of Ventas, Inc. (the "Company"), issued and sold $550,000,000 in aggregate principal amount of its 5.000% Senior Notes due 2035 (the "Notes") in a registered public offering pursuant to the existing registration statement of the Company and Ventas Realty on Form S-3 (File Nos. 333-277185 and 333-277185-01) filed under the Securities Act of 1933, as amended. The Notes are guaranteed by the Company on a senior unsecured basis.

The Notes were sold pursuant to an underwriting agreement, dated September 5, 2024 (the "Underwriting Agreement"), among Ventas Realty, the Company and the underwriters named therein. The Notes were issued under an indenture, dated February 23, 2018 (the "Base Indenture"), as supplemented by a ninth supplemental indenture, dated September 9, 2024 (the "Ninth Supplemental Indenture"), among Ventas Realty, the Company and U.S. Bank Trust Company, National Association (successor to U.S. Bank National Association), as trustee.

The Underwriting Agreement, the Base Indenture and the Ninth Supplemental Indenture are filed as Exhibits 1.1, 4.1 and 4.2, respectively, and are each incorporated herein by reference.