UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~Form 8-K

CURRENT REPORT

Pursuant to Section 13 or OR 15(d) of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October 29~~ November 14, 2025

Ventas, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-10989

61-1055020

~~001-10989~~

~~61-1055020~~

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

300 North LaSalle Street, Suite 1600, Chicago, Illinois		60654
(Address of principal executive offices)		(Zip Code)

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

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))

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 25.02~~. Results~~ Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~October~~November 2917, 2025, Ventas, Inc. (the “Company”) announced ~~issued~~that aPeter ~~press~~J. ~~release~~Bulgarelli, ~~announcing~~Executive ~~its~~Vice ~~results~~President, Outpatient Medical & Research, Ventas, Inc. and President and CEO, Lillibridge Healthcare Services, Inc., is expected to retire effective as of ~~operations~~May 1, 2026 (the “Effective Date”). Mr. Bulgarelli will remain in his role through the Effective Date. Mr. Bulgarelli’s advance notice of his retirement allows lead time for the ~~quarter~~Company to ~~ended~~conduct ~~September~~a ~~30,~~comprehensive ~~2025~~search for his replacement and for Mr. Bulgarelli to assist with the orderly transition of duties to his successor. A copy of the press release announcing isMr. ~~furnished~~Bulgarelli’s ~~herewith~~retirement is attached as Exhibit 99.1 and incorporated herein ~~into this Item 2.02~~ by reference.

~~The information in this~~ Item 29.~~02, including Exhibit 99~~01.1, ~~shall~~Financial ~~not~~Statements ~~be deemed “filed” with the U.S. Securities~~ and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filingExhibits.

~~Item~~(d) ~~9.01. Financial Statements and~~ Exhibits.

Exhibit Number	Description	~~Description~~
99.1	Press release issued by the Company on November 17, 2025	~~Press release issued by the Company on October 29, 2025.~~
104	Cover Page Interactive Data File (formatted as Inline XBRL)	~~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 hereunto duly authorized.

	VENTAS, INC.		~~VENTAS, INC.~~
Date: October 29, 2025			By:	/s/ Carey S. Roberts
Date: November 17, 2025	By:	/s/ Carey S. Roberts
		Carey S. Roberts		~~Carey S. Roberts~~
		Executive Vice President, General Counsel, Ethics and Compliance Officer and Corporate Secretary		~~Executive Vice President, General Counsel, Ethics and Compliance Officer and Corporate Secretary~~

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