Ventas (NYSE: VTR) sells $500M 5.000% senior notes due 2036 for corporate use

Rhea-AI Filing Summary

Ventas, Inc., through its wholly owned subsidiary Ventas Realty, Limited Partnership, issued and sold $500,000,000 of 5.000% Senior Notes due 2036 in a registered public offering. The notes are senior unsecured obligations of Ventas Realty and are fully guaranteed on a senior unsecured basis by Ventas, Inc., meaning investors have a direct claim on the parent company if the issuer cannot pay.

Ventas plans to use the cash raised for general corporate purposes, which may include paying down other debt, as well as covering related fees and expenses. The notes were issued under an existing base indenture from 2018, as updated by an eleventh supplemental indenture, and were sold to underwriters under a new underwriting agreement.

Insights

Real estate capital structure analyst

Ventas adds $500M of long-term unsecured debt at 5.000%, keeping flexibility while modestly increasing leverage.

Ventas, Inc., via Ventas Realty, has issued $500,000,000 of 5.000% Senior Notes due 2036. These notes are senior unsecured and guaranteed by Ventas, which places them alongside other high-ranking obligations in the capital structure. The fixed 5.000% coupon locks in borrowing costs for a long-dated maturity, which can help stabilize interest expense over time.

The company states that proceeds will be used for general corporate purposes, including potential repayment of other indebtedness and related fees and expenses. This language allows flexibility to either refinance existing debt or fund broader corporate needs. Overall leverage and interest coverage effects will depend on how much of the proceeds ultimately go toward repaying higher-cost or shorter-maturity obligations versus new spending.

The transaction is executed under an existing Form S-3 shelf registration and an established base indenture, suggesting a routine issuance within Ventas’s funding program rather than a transformative change. Future disclosures in periodic reports can provide more detail on which specific debts, if any, were repaid and how this affects maturity profiles and interest expense.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 8-K

_________________________

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported): December 2, 2025

Ventas, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		001-10989		61-1055020
(State or Other Jurisdiction of Incorporation)		(Commission  File Number)		(IRS 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

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 8.01. Other Events.

On December 4, 2025, Ventas Realty, Limited Partnership (“Ventas Realty”), a wholly owned subsidiary of Ventas, Inc. (the “Company”), issued and sold $500,000,000 in aggregate principal amount of its 5.000% Senior Notes due 2036 (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 Company intends to use the proceeds from this offering for general corporate purposes, which may include repayment of other indebtedness, or any other general corporate purposes the Company may deem necessary or advisable, and to pay related fees and expenses.

The Notes were sold pursuant to an underwriting agreement, dated December 2, 2025 (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 an eleventh supplemental indenture, dated December 4, 2025 (the “Eleventh 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 Eleventh Supplemental Indenture are filed as Exhibits 1.1, 4.1 and 4.2, respectively, and are each incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number		Description
1.1*		Underwriting Agreement, dated December 2, 2025, among Ventas Realty, Limited Partnership, Ventas, Inc. and the underwriters named therein, relating to the 5.000% Senior Notes due 2036.
4.1		Indenture, dated February 23, 2018, among Ventas Realty, Limited Partnership, Ventas, Inc., the Guarantors named therein and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 23, 2018).
4.2*		Eleventh Supplemental Indenture, dated December 4, 2025, among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank Trust Company, National Association (successor to U.S. Bank National Association), as Trustee (including the form of the 5.000% Senior Notes due 2036).
5.1		Opinion of Davis Polk & Wardwell LLP.
23.1		Consent of Davis Polk & Wardwell LLP (included in their opinion filed as Exhibit 5.1).
104		Cover Page Interactive Data File (formatted as inline XBRL).

* In accordance with Item 601(a)(5) of Regulation S-K certain schedules and exhibits have not been filed. The Company hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request. 

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, thereunto duly authorized.

	VENTAS, INC.
Date: December 4, 2025	By:	/s/ Carey S. Roberts
		Carey S. Roberts
		Executive Vice President, General Counsel, Ethics and Compliance Officer and Corporate Secretary of Ventas, Inc.

FAQ

What type of securities did Ventas, Inc. (VTR) recently issue?

Ventas, Inc., through Ventas Realty, Limited Partnership, issued $500,000,000 in aggregate principal amount of 5.000% Senior Notes due 2036 in a registered public offering.

Who guarantees the new 5.000% Senior Notes due 2036 issued by Ventas Realty?

The 5.000% Senior Notes due 2036 issued by Ventas Realty, Limited Partnership are guaranteed on a senior unsecured basis by Ventas, Inc..

How does Ventas, Inc. (VTR) plan to use the $500,000,000 note proceeds?

Ventas intends to use the proceeds from the $500,000,000 offering for general corporate purposes, which may include repayment of other indebtedness and payment of related fees and expenses.

Under what documents were Ventas Realty’s 5.000% Senior Notes due 2036 issued?

The notes were issued under an Indenture dated February 23, 2018 (the Base Indenture), as supplemented by an Eleventh Supplemental Indenture dated December 4, 2025, with U.S. Bank Trust Company, National Association as trustee.

Was the Ventas, Inc. (VTR) note issuance conducted under an existing shelf registration?

Yes. The $500,000,000 5.000% Senior Notes due 2036 were issued in a registered public offering under an existing Form S-3 shelf registration statement for Ventas, Inc. and Ventas Realty.

What agreement governed the sale of Ventas Realty’s new senior notes to investors?

The notes were sold pursuant to an Underwriting Agreement dated December 2, 2025 among Ventas Realty, Ventas, Inc. and the underwriters named in that agreement.