Ventas, Inc. 8-K

What Happened
Ventas, Inc. (VTR) filed an 8-K on February 9, 2026 announcing Amendment No. 2 to its at-the-market (ATM) sales agreement. The amendment increases the aggregate gross sales price of common stock available for issuance under the Sales Agreement to $2,500,000,000 (excluding shares already sold under the program) and adds M&T Securities, Inc. as an additional sales agent. Sales under the amended agreement will be made under the company’s Form S-3 registration statement and a prospectus supplement filed on the same date. An opinion of counsel from Davis Polk & Wardwell LLP regarding the validity of the shares is also filed.

Key Details

• Amendment No. 2 was entered into on February 9, 2026.
• New aggregate gross sales capacity under the Sales Agreement: $2,500,000,000 (does not include shares previously sold).
• M&T Securities, Inc. was added as an additional sales agent; other agents and forward purchasers remain party to the agreement.
• Offerings will be made under Ventas’ Form S-3 (File No. 333-277185) and a prospectus supplement; legal opinion filed as Exhibit 5.1.

Why It Matters
This amendment gives Ventas flexible capacity to raise equity capital over time through at-the-market sales, which can be used for general corporate purposes such as funding investments, paying down debt, or supporting operations. For investors, this increases the potential for future share issuances (and resulting dilution) if Ventas elects to sell stock under the program. The filing does not commit the company to any immediate sales—any actual issuances will be announced separately and depend on market conditions and management decisions.