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Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-277185

PROSPECTUS SUPPLEMENT
(To prospectus dated February 20, 2024)

$3,000,000,000

Ventas, Inc.

Common Stock

On May 15, 2026, we entered into Amendment No. 3 (the “Amendment”) to our ATM Sales Agreement, dated September 18, 2024, as amended by Amendment No. 1 thereto, dated June 13, 2025 and Amendment No. 2 thereto, dated February 9, 2026 (as so amended, and together with the Amendment, the “Sales Agreement”), with BofA Securities, Inc., BBVA Securities Inc., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Jefferies LLC, J.P. Morgan Securities LLC, M&T Securities, Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc., UBS Securities LLC and Wells Fargo Securities, LLC and certain of their respective affiliates (each, a “Sales Agent,” and collectively, the “Sales Agents”), and the Forward Purchasers (as defined below) relating to the shares of our common stock offered by this prospectus supplement. We refer to a Sales Agent, when acting as sales agent for the relevant Forward Purchaser, as individually, a “Forward Seller,” and collectively, the “Forward Sellers.” In accordance with the terms of the Sales Agreement, we may offer and sell shares of our common stock from time to time through the Sales Agents, as our sales agents, or, if applicable, as Forward Sellers, or directly to one or more of the Sales Agents, acting as principal.

Pursuant to the Amendment, the aggregate gross sales price of common stock now available for issuance under the Sales Agreement is $3,000,000,000 and such amount excludes the shares of common stock previously sold under the Sales Agreement prior to the Amendment.

Offers and sales, if any, of the shares of our common stock offered by this prospectus supplement made through the Sales Agents, as our sales agents or as Forward Sellers, may be made by means of ordinary brokers’ transactions on the New York Stock Exchange (the “NYSE”), through a market maker or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, by privately negotiated transactions (including block sales) or by any other methods permitted by applicable law. The Sales Agreement contemplates that, in addition to the issuance and sale by us of shares of our common stock to or through the Sales Agents, we may enter into separate forward sale agreements (each, a “forward sale agreement,” and collectively, the “forward sale agreements”), with each of Bank of America, N.A., Banco Bilbao Vizcaya Argentaria, S.A., BNP PARIBAS, Citibank, N.A., Crédit Agricole Corporate and Investment Bank, Jefferies LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Royal Bank of Canada, The Bank of New York Mellon, The Bank of Nova Scotia, The Toronto-Dominion Bank, Truist Bank, UBS AG London Branch and Wells Fargo Bank, National Association and certain of their respective affiliates. When acting in their capacity as purchasers under any forward sale agreements, we refer to these entities individually as a “Forward Purchaser,” and collectively, as the “Forward Purchasers.” If we enter into a forward sale agreement with any Forward Purchaser, we expect that such Forward Purchaser or its affiliate may attempt to borrow from third parties and sell, through the relevant Forward Seller, shares of our common stock to hedge such Forward Purchaser’s exposure under such forward sale agreement. Unless otherwise expressly stated or the context otherwise requires, references herein to the “related” or “relevant” Forward Purchaser mean, with respect to any Forward Seller, the affiliate of such Forward Seller that is acting as Forward Purchaser or, if applicable, such Forward Seller acting in its capacity as Forward Purchaser, and references herein to “applicable” Forward Purchaser or “applicable” forward sale agreement mean, with respect to any Forward Purchaser and any forward sale agreement, the Forward Purchaser party to such forward sale agreement, as applicable. Only Forward Sellers that are, or are affiliated with, Forward Purchasers will act as Forward Sellers. We will not initially receive any proceeds from any sale of shares of our common stock borrowed by a Forward Purchaser or its affiliate and sold through the related Forward Seller.

We currently expect to fully physically settle each forward sale agreement, if any, with the relevant Forward Purchaser on one or more dates specified by us on or prior to the maturity date of such forward sale agreement, in which case we expect to receive aggregate net cash proceeds at settlement equal to the number of shares specified in such forward sale agreement multiplied by the relevant forward price per share. However, subject to certain exceptions, we may also elect, in our sole discretion, to cash settle or net share settle all or any portion of our obligations under any forward sale agreement, in which case we may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and we may owe cash

BofA Securities	BBVA	BNP PARIBAS
BNY Capital Markets	Citigroup	Credit Agricole CIB
Jefferies	J.P. Morgan	M&T Securities
Mizuho	Morgan Stanley	MUFG
RBC Capital Markets	Scotiabank	TD Securities
Truist Securities	UBS Investment Bank	Wells Fargo Securities

	Page
Prospectus Supplement Summary		S-1
The Offering		S-2
Risk Factors		S-3
Cautionary Note Regarding Forward-Looking Statements		S-7
Use of Proceeds		S-10
Plan of Distribution		S-11
Legal Matters		S-17
Experts		S-17
Where You Can Find More Information And Incorporation by Reference		S-17

	About This Prospectus					1
	Cautionary Note Regarding Forward-Looking Statements					2
	About The Registrants					3
	Risk Factors					4
	Use of Proceeds					5
	Description of Ventas, Inc. Common Stock					6
	Description of Ventas, Inc. Preferred Stock					8
	Description of Ventas, Inc. Depositary Shares					12
	Description of Ventas, Inc. Warrants					15
	Description of Debt Securities					16
	Certain U.S. Federal Income Tax Considerations					27
	Plan of Distribution					52
	Validity of the Offered Securities					54
	Experts					54
	Where You Can Find More Information And Incorporation by Reference					54

SEC Form 424B5 filed by Ventas Inc.