Ventas, Inc. — fact timeline

Carey S. Roberts resigned as Executive Vice President, General Counsel, Ethics & Compliance Officer and Corporate Secretary at Ventas, Inc..

“On June 15, 2026, Carey S. Roberts, Executive Vice President, General Counsel, Ethics & Compliance Officer and Corporate Secretary of Ventas, Inc. (“Ventas” or the “Company”) notified Ventas of her intention to resign from the Company effective June 26, 2026 (the “Effective Date”).”

Ventas, Inc. shareholders approved To ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year at the 2026-05-13 meeting.

“Proposal 3: To ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year”

Ventas, Inc. shareholders approved To approve, on an advisory basis, the compensation of the Company’s Named Executive Officers at the 2026-05-13 meeting.

“Proposal 2: To approve, on an advisory basis, the compensation of the Company’s Named Executive Officers”

Ventas, Inc. shareholders approved To elect the 12 director nominees named in the Proxy Statement to serve until the 2027 Annual Meeting of Stockholders at the 2026-05-13 meeting.

“Proposal 1: To elect the 12 director nominees named in the Proxy Statement to serve until the 2027 Annual Meeting of Stockholders”

Peter J. Bulgarelli retired as Executive Vice President, Outpatient Medical & Research at Ventas, Inc..

“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.”

Ventas, Inc. reported the first quarter ended March 31, 2026 results: net income $0.11, EPS $0.11. Guidance raised.

“growing aging population,” Cafaro concluded. First Quarter and Other 2026 Highlights • Net Income Attributable to Common Stockholders (“Attributable Net Income”) per share of $0.11 • Normalized Funds From Operations* (“Normalized FFO”) per share of $0.94, an increase of 9% compared to the prior year • Total Company Net Operating Income* (“NOI”)”

Ventas, Inc. amended Amendment with the lenders identified therein and Bank of America, N.A., as administrative agent (effective 2026-01-07).

“On January 7, 2026, Ventas Realty, Limited Partnership (the “Borrower”), a wholly owned subsidiary of Ventas, Inc. (the “Company”), and the Company, as guarantor, entered into an amendment to the Credit Agreement (as defined below) (the “Amendment”) with the lenders identified therein and Bank of America, N.A., as administrative agent, pursuant to which that certain Credit and Guaranty Agreement (the “Credit Agreement”), dated as of June 27, 2022, among the Borrower, the Company, the lenders identified therein and Bank of America, N.A., as administrative agent, was amended to, in addition to certain technical amendments, (i) increase the term loans under the Company’s existing unsecured term loan facility (the “Term Loan Facility”) from $500 million to $700 million and (ii) establish a new unsecured delayed draw term loan facility in a principal amount of $550 million (the “Delayed Draw Term Loan Facility”, and together with the Term Loan Facility, the “Facilities”).”

Ventas, Inc. incurred term loan of $550 million with Bank of America, N.A., as administrative agent at none mentioned maturing none mentioned.

“On January 7, 2026, Ventas Realty, Limited Partnership (the “Borrower”), a wholly owned subsidiary of Ventas, Inc. (the “Company”), and the Company, as guarantor, entered into an amendment to the Credit Agreement (as defined below) (the “Amendment”) with the lenders identified therein and Bank of America, N.A., as administrative agent, pursuant to which that certain Credit and Guaranty Agreement (the “Credit Agreement”), dated as of June 27, 2022, among the Borrower, the Company, the lenders identified therein and Bank of America, N.A., as administrative agent, was amended to, in addition to certain technical amendments, (i) increase the term loans under the Company’s existing unsecured term loan facility (the “Term Loan Facility”) from $500 million to $700 million and (ii) establish a new unsecured delayed draw term loan facility in a principal amount of $550 million (the “Delayed Draw Term Loan Facility”, and together with the Term Loan Facility, the “Facilities”).”

Ventas, Inc. amended credit facility of $500 million to $700 million with Bank of America, N.A., as administrative agent at none mentioned maturing none mentioned.

“On January 7, 2026, Ventas Realty, Limited Partnership (the “Borrower”), a wholly owned subsidiary of Ventas, Inc. (the “Company”), and the Company, as guarantor, entered into an amendment to the Credit Agreement (as defined below) (the “Amendment”) with the lenders identified therein and Bank of America, N.A., as administrative agent, pursuant to which that certain Credit and Guaranty Agreement (the “Credit Agreement”), dated as of June 27, 2022, among the Borrower, the Company, the lenders identified therein and Bank of America, N.A., as administrative agent, was amended to, in addition to certain technical amendments, (i) increase the term loans under the Company’s existing unsecured term loan facility (the “Term Loan Facility”) from $500 million to $700 million and (ii) establish a new unsecured delayed draw term loan facility in a principal amount of $550 million (the “Delayed Draw Term Loan Facility”, and together with the Term Loan Facility, the “Facilities”).”

Ventas, Inc.: Amendment to increase authorized common stock from 600M to 1.2B shares and eliminate monetary liability of certain officers under DGCL (effective 2025-05-14).

“At the Annual Meeting of Stockholders (the “Annual Meeting”) of Ventas, Inc. (the “Company”) held on May 13, 2025, the Company’s stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation (i) to increase the number of authorized shares of the Company’s common stock, par value $0.25 per share, from 600,000,000 shares to 1,200,000,000 shares and to make a corresponding change to the aggregate number of authorized shares of the Company’s capital stock (the “Authorized Share Amendment”) and (ii) to provide for the elimination of monetary liability of certain of the Company’s officers in certain circumstances as provided under the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (the “DGCL”) (the “Exculpation Amendment” and, together with the Authorized Share Amendment, the “Charter Amendments”).”

Ventas, Inc. amended revolving credit of increased from $2.75 billion to $3.5 billion with the lenders identified therein and Bank of America, N.A., as administrative agent at not disclosed maturing not disclosed.

“amendments, increase the dollar denominated revolving commitments under the Company’s existing unsecured revolving credit facility (the “Revolving Credit Facility”) from $2.75 billion to $3.5 billion. After giving effect to the Revolver Amendment, the aggregate borrowing capacity under the Revolving Credit Agreement may be increased, at the Borrowers’ option,”

Ventas, Inc. shareholders approved To elect the 12 director nominees named in the Proxy Statement to serve until the 2025 Annual Meeting of Stockholders at the 2024-05-14 meeting.

“Proposal 1: To elect the 12 director nominees named in the Proxy Statement to serve until the 2025 Annual Meeting of Stockholders Nominees of the Company: Nominee Votes For Votes Against Votes Abstained Broker Non-Votes Melody C.”

Ventas, Inc. updated its the quarter ended March 31, 2024 guidance (raised).

“On May 1, 2024, Ventas, Inc. (the “Company”) issued a press release announcing its results of operations for the quarter ended March 31, 2024.”

Ventas, Inc. entered into Cooperation Agreement with Land & Buildings Investment Management, LLC and certain of its affiliates (collectively, Land & Buildings) (effective 2024-03-04).

“entered into a cooperation agreement (the "Cooperation Agreement") with Land & Buildings Investment Management, LLC and certain of its affiliates (collectively, "Land & Buildings")”

Roxanne Martino was appointed as Lead Independent Director at Ventas, Inc..

“The Board has unanimously appointed Roxanne Martino, a director since 2016 and former CEO of Aurora Investment Management, as Lead Independent Director, effective following the 2024 Annual Meeting.”

James D. Shelton departed as Lead Independent Director at Ventas, Inc..

“On March 4, 2024, James D. (“Denny”) Shelton advised the Board of Directors (the “Board”) of Ventas, Inc. (we,” “us,” “our,” “Company” and other similar terms) that he will not stand for re-election as a director of the Company at the 2024 annual meeting of stockholders (the “2024 Annual Meeting”).”

Joe V. Rodriguez, Jr. was appointed as Director at Ventas, Inc..

“On March 4, 2024, Theodore R. Bigman and Joe V. Rodriguez, Jr. were appointed to the Board effective immediately.”

Theodore R. Bigman was appointed as Director at Ventas, Inc..

“On March 4, 2024, Theodore R. Bigman and Joe V. Rodriguez, Jr. were appointed to the Board effective immediately.”

Ventas, Inc. reported financial results for the year ended December 31, 2023.

“On February 14, 2024, Ventas, Inc. (the “Company”) issued a press release announcing its results of operations for the quarter and year ended December 31, 2023.”

Ventas, Inc. updated its third quarter ended September 30, 2023 guidance (reaffirmed).

“On November 2, 2023, Ventas, Inc. (the “Company”) issued a press release announcing its results of operations for the quarter ended September 30, 2023.”

Ventas, Inc. incurred term loan of $200 million unsecured term loan facility with Bank of America, N.A., as Administrative Agent at a fluctuating rate per annum equal to (x) the applicable Term SOFR for Term SOFR maturing February 1, 2027.

“On September 6, 2023, Ventas Realty, Limited Partnership (the "Borrower"), as borrower, a wholly owned subsidiary of Ventas, Inc. (the "Company"), and the Company, as guarantor, entered into a Credit and Guaranty Agreement (the "Credit Agreement"), with the lenders identified therein and Bank of America, N.A., as Administrative Agent. The Credit Agreement provides for a $200 million unsecured term loan facility (the "Term Loan Facility").”

Ventas, Inc. reported Second Quarter 2023 results: EPS $0.26 per share. Guidance reaffirmed.

“Second Quarter 2023 Highlights Net Income Attributable to Common Stockholders (“Net Income”) per share of $0.26 Normalized Funds From Operations* (“Normalized FFO”) per share of $0.75”

Ventas, Inc. incurred convertible notes of $862.5 million aggregate principal amount with J.P. Morgan Securities LLC, BofA Securities, Inc. and Morgan Stanley & Co. LLC, as representatives of the several initial purchasers at 3.75% per year maturing June 1, 2026.

“On June 13, 2023, Ventas Realty, Limited Partnership (the “Issuer”), a wholly owned subsidiary of Ventas, Inc. (the “Guarantor”), issued $862.5 million aggregate principal amount of 3.75% Exchangeable Senior Notes due 2026”

Ventas, Inc. shareholders approved To ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the 2023 fiscal year at the 2023-05-16 meeting.

“Proposal 4: To ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the 2023 fiscal year Votes For Votes Against Votes Abstained Broker Non-Votes 366,559,141 1,537,654 296,471 0”

Ventas, Inc. shareholders approved To recommend, on an advisory basis, the frequency of future advisory votes on the compensation of the Company's Named Executive Officers at the 2023-05-16 meeting.

“Proposal 3: To recommend, on an advisory basis, the frequency of future advisory votes on the compensation of the Company's Named Executive Officers Votes for One Year Votes for Two Years Votes for Three Years Votes Abstained Broker Non-Votes 337,904,525 250,062 9,826,139 223,810 20,188,730”

Ventas, Inc. shareholders approved To approve, on an advisory basis, the compensation of the Company's Named Executive Officers at the 2023-05-16 meeting.

“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 315,522,342 32,105,670 576,524 20,188,730”

Ventas, Inc. shareholders approved To elect 11 directors to terms expiring at the 2024 Annual Meeting of Stockholders at the 2023-05-16 meeting.

“Proposal 1: To elect 11 directors to terms expiring at the 2024 Annual Meeting of Stockholders Nominees of the Company: Nominee Votes For Votes Against Votes Abstained Broker Non-Votes Melody C. Barnes 325,495,256 22,514,559 194,721 20,188,730 Debra A. Cafaro 302,617,333 26,951,632 18,635,571 20,188,730 Michael J. Embler 346,159,928 1,836,962 207,646 20,188,730 Matthew J. Lustig 342,596,758 5,401,958 205,820 20,188,730 Roxanne M. Martino 339,893,092 8,115,773 195,671 20,188,730 Marguerite M. Nader 344,144,467 3,864,381 195,688 20,188,730 Sean P. Nolan 320,733,908 27,263,834 206,794 20,188,730 Walter C. Rakowich 344,027,729 3,912,792 264,015 20,188,730 Sumit Roy 346,254,015 1,741,416 209,105 20,188,730 James D. Shelton 328,343,986 19,657,402 203,148 20,188,730 Maurice S. Smith 345,336,666 2,663,170 204,700 20,188,730”

Ventas, Inc. reported the quarter ended March 31, 2023 results: EPS $0.04. Guidance reaffirmed.

“On May 8, 2023, Ventas, Inc. (the “Company”) issued a press release announcing its results of operations for the quarter ended March 31, 2023.”

Ventas, Inc. reported financial results for the quarter and year ended December 31, 2022.

“On February 9, 2023, Ventas, Inc. (the “Company”) issued a press release announcing its results of operations for the quarter and year ended December 31, 2022.”

John D. Cobb departed as Executive Vice President and Chief Investment Officer at Ventas, Inc..

“John D. Cobb stepped down as Executive Vice President and Chief Investment Officer, also effective as of January 23, 2023.”

J. Justin Hutchens was appointed as Chief Investment Officer at Ventas, Inc..

“Ventas, Inc. ( “we,” “us,” “our,” the “Company” and other similar terms ) has announced that J. Justin Hutchens, current Executive Vice President, Senior Housing, has been appointed to the additional role of Chief Investment Officer, effective as of January 23, 2023.”

Ventas, Inc. reported the third quarter ended September 30, 2022 results: net income $0.00.

“On November 3, 2022, Ventas, Inc. (the “Company”) issued a press release announcing its results of operations for the quarter ended September 30, 2022.”

Robert D. Reed departed as Director at Ventas, Inc..

“On September 12, 2022, Robert D. Reed, a director of the Company, advised the Board that he will not stand for re-election as a director of the Company at the 2023 annual meeting of stockholders.”

Sumit Roy was appointed as Director at Ventas, Inc..

“On September 12, 2022, Sumit Roy, President & Chief Executive Officer at Realty Income Corporation, was appointed as an independent director to the Board of Directors (the “Board”) of Ventas, Inc.”

Michael J. Embler was appointed as Independent Director at Ventas, Inc..

“Michael J. Embler, Former Chief Investment Officer of Franklin Mutual Advisors, LLC, was appointed as an independent director to the Board effective immediately.”

Jay M. Gellert departed as Director at Ventas, Inc..

“Jay M. Gellert, a director of Ventas, Inc. (the “Company”), advised the Company’s Board of Directors (the “Board”) that he will not stand for re-election as a director of the Company at the 2022 annual meeting of stockholders.”