Ventas, Inc. 8-K

What Happened

On January 7, 2026, Ventas Realty, Limited Partnership (the borrower) and Ventas, Inc. (the guarantor) entered into a Second Amendment to their Credit and Guaranty Agreement with the lenders and Bank of America, N.A., as administrative agent. The amendment increases the existing unsecured Term Loan Facility from $500 million to $700 million and establishes a new unsecured Delayed Draw Term Loan Facility of $550 million. The amendment follows and amends the Credit Agreement dated June 27, 2022. Proceeds from the Term Loan increase will be used to repay in full outstanding indebtedness under the company’s prior Credit and Guaranty Agreement dated September 6, 2023, which will be terminated along with the Company’s guarantee thereunder.

Key Details

• Amendment effective January 7, 2026 to the Credit Agreement dated June 27, 2022 (agent: Bank of America, N.A.).
• Term Loan Facility increased from $500 million to $700 million.
• New Delayed Draw Term Loan Facility of $550 million established.
• Aggregate borrowing capacity under the Credit Agreement may be increased up to $1.75 billion at the borrower’s option, subject to conditions and additional commitments.
• Proceeds of the Term Loan increase will repay and terminate the September 6, 2023 credit agreement and the Company’s guarantee under it.

Why It Matters

This amendment gives Ventas more secured, unsecured-term borrowing capacity and flexibility by increasing immediate term loan availability and creating a sizable delayed-draw option. Repaying and terminating the 2023 credit agreement may change the company’s debt structure, lender relationships and upcoming maturities. Investors should view this as a financing move to enhance liquidity and optionality; material impact on interest costs, leverage or covenant terms is not detailed in the filing and would depend on the final draw amounts and any related pricing or covenant differences.