01—Abstract
Summary
Summary of the 8-K filed February 9, 2026. Cited figures are marked; the original filing is the authoritative source.
Ventas, Inc. (VTR) entered into Amendment No. 2 to its ATM Sales Agreement on February 9, 2026, with a group of sales agents and forward purchasers.
Under the amendment, the aggregate gross sales price of common stock now available for issuance under the Sales Agreement is $2.5 billiona, excluding shares previously sold under the agreement before Amendment No. 2. The principal purpose of the amendment, among other things, was to add M&T Securities, Inc. as an additional Sales Agent. The remaining material terms of the Sales Agreement are unchanged.
Shares offered and sold under the agreement, including any borrowed shares that the forward purchasers may sell, will be issued under the company's Form S-3 registration statement (File No. 333-277185) and a prospectus supplement filed the same day. The original agreement is dated September 18, 2024, and Amendment No. 1 is dated June 13, 2025.
For investors, the filing establishes a capacity of up to $2.5 billionb in potential equity issuance through at-the-market programs, which the filing notes could cause dilution from future sales or issuances of equity securities. The filing contains no pricing, proceeds, or issuance figures for shares sold to date.
02—Key points
Key Highlights
- Amendment No. 2 to the ATM Sales Agreement, dated February 9, 2026, sets the aggregate gross sales price of common stock available for issuance at $2.5 billion, excluding shares sold before the amendment.
- M&T Securities, Inc. is added as an additional Sales Agent; the amendment otherwise leaves the material terms of the Sales Agreement unchanged.
- The Sales Agreement involves a broad group of sales agents and forward purchasers, including Bank of America, BNP Paribas, Citigroup, JPMorgan, Morgan Stanley, RBC, UBS and Wells Fargo, among others.
- Shares will be sold under the Form S-3 registration statement (File No. 333-277185) and a prospectus supplement filed on February 9, 2026.
- Exhibits filed include Amendment No. 2 (Exhibit 1.1) and a Davis Polk & Wardwell LLP legality opinion (Exhibit 5.1).
- The filing's forward-looking statements cite potential dilution from future sales or issuances of equity securities as a risk factor.
03—Questions
Frequently Asked Questions
How much common stock can Ventas sell under the amended ATM program?
The aggregate gross sales price of common stock now available for issuance under the Sales Agreement is $2.5 billion. This amount excludes shares sold under the agreement before Amendment No. 2.
What changed in the amended sales agreement?
Amendment No. 2 was entered into to, among other things, include M&T Securities, Inc. as an additional Sales Agent. The filing states that the material terms of the Sales Agreement otherwise remain unchanged.
How will shares under the program be registered and sold?
Shares offered under the agreement, including borrowed shares that forward purchasers may sell, will be offered and sold under the Company's Form S-3 registration statement (File No. 333-277185) and the prospectus supplement filed on February 9, 2026.
Does the filing indicate how much stock has been sold under the program?
The filing does not state amounts sold, proceeds received, or prices under the program. It only sets out the remaining capacity of $2.5 billion, excluding prior sales.
What dilution risk do investors face from this program?
The filing's forward-looking statements identify the potential for dilution resulting from future sales or issuances of Ventas's equity securities as a risk factor.
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