Exhibit 1.1
Ventas, Inc.
Common Stock
($0.25 par value)
AMENDMENT NO. 2 TO
ATM SALES AGREEMENT
February 9, 2026
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
Wells Fargo Securities, LLC
c/o BofA Securities, Inc.
One Bryant Park
New York, New York 10036
As Agents and/or Forward Sellers
Bank of America, N.A.
One Bryant Park
New York, New York 10036
Banco Bilbao Vizcaya Argentaria, S.A.
Ciudad BBVA, Calle Sauceda nº 28
Edificio Oceania, Planta 1ª
Madrid 28050
BNP PARIBAS
787 Seventh Ave
New York, New York 10019
Citibank, N.A.
388 Greenwich Street
New York, New York 10013
Crédit Agricole Corporate and Investment Bank
c/o Credit Agricole Securities (USA) Inc., as agent
1301 Avenue of the Americas
New York, New York 10019
Jefferies LLC
520 Madison Avenue
New York, New York 10022
JPMorgan Chase Bank, National Association
270 Park Avenue
New York, New York 10017
Mizuho Markets Americas LLC
c/o Mizuho Securities USA LLC, as agent
1271 Avenue of the Americas
New York, New York 10020
Morgan Stanley & Co. LLC
1585 Broadway, 4th Floor
New York, New York 10036
MUFG Securities EMEA plc
Ropemaker Place
25 Ropemaker Street
London EC2Y 9AJ, United Kingdom
Royal Bank of Canada
Brookfield Place
200 Vesey Street
New York, New York 10281
The Bank of New York Mellon
240 Greenwich Street, 3rd Floor
New York, New York 10286
The Bank of Nova Scotia
44 King Street West
Toronto, Ontario M5H 1H1 Canada
c/o Scotia Capital (USA) Inc.
250 Vesey Street
24th Floor
New York, New York 10281
The Toronto-Dominion Bank
c/o TD Securities (USA) LLC, as agent
1 Vanderbilt Avenue
New York, NY 10017
Truist Bank
50 Hudson Yards, 70th Floor
New York, NY 10001
UBS AG London Branch
5 Broadgate
London EC2M 2QS, United Kingdom
Wells Fargo Bank, National Association
500 West 33rd Street
14th Floor
New York, New York 10001
As Forward Purchasers
Ladies and Gentlemen:
This Amendment No. 2 (this “Amendment”) to the Sales Agreement (as defined below) is entered into as of the date first written above (the “Effective Date”) by Ventas, Inc., a Delaware corporation (the “Company”), and 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, each as sales agent and/or principal and/or forward seller (in any such capacity, each an “Agent” and collectively, the “Agents”), and Bank of America, N.A., Banco Bilbao Vizcaya Argentaria, S.A., BNP PARIBAS, Citibank, N.A. (or an affiliate thereof), 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, each as forward purchaser (in such capacity, each a “Forward Purchaser” and collectively, the “Forward Purchasers”), in order to amend that certain ATM Sales Agreement, dated September 18, 2024, as amended by that certain Amendment No. 1 to ATM Sales Agreement, dated June 13, 2025 (collectively, the “Sales Agreement”), relating to the offer and sale of the Company’s common stock from time to time through any of the Agents or Forward Purchasers.
The parties wish to amend the Sales Agreement through this Amendment to make certain changes to the Sales Agreement, including (i) increasing the aggregate gross sales price of Shares that may be sold by the Company under the Sales Agreement and (ii) adding M&T Securities, Inc., as an additional Agent to the Sales Agreement.
Section 1. Definitions. Unless otherwise specified herein, capitalized terms used in this Amendment and not otherwise defined shall have the meanings assigned to such terms in the Sales Agreement.
Section 2. Representation and Warranty. The Company represents and warrants to each Agent and Forward Purchaser that this Amendment has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company.
Section 3. Amendments to the Sales Agreement.
(a) On and after the Effective Date, the references to “Prospectus Supplement” shall refer to the prospectus supplement relating to the offering and sale of the Shares filed by the Company with the Commission pursuant to Rule 424(b) on the date hereof, in the form furnished by the Company to the Agents and Forward Purchasers in connection with the offering of the Shares, as amended by the prospectus supplement filed most recently with the Commission in accordance with Section 3(b), 3(c) or 3(n) of the Sales Agreement, as the case may be, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act.
(b) On and after the Effective Date, the Company shall have $2,500,000,000 aggregate gross sales price of Shares available for issuance under the Sales Agreement, exclusive of any prior issuances before the Effective Date and all references to $2,250,000,000 in the Sales Agreement shall mean $2,500,000,000.
(c) On and after the Effective Date, M&T Securities, Inc. is hereby added as a party to the Sales Agreement in the capacity of “Agent” only. M&T Securities, Inc. shall not act as a forward seller under the Sales Agreement. All references to “Agent” and “Agents” in the Sales Agreement are hereby amended to include M&T Securities, Inc., mutatis mutandis, except that references to “Agent” in the context of forward sale transactions shall exclude M&T Securities, Inc.
(d) On and after the Effective Date, Section 10 of the Sales Agreement is hereby amended to add the following text:
M&T Securities, Inc., 1 Light Street, 17th Floor, Baltimore, MD 21202, Attention: MTSyndicate, email: mtsyndicate@mtb.com.
(e) On and after the Effective Date, Section 10
of the Sales Agreement is hereby amended to add the bold, underlined text (indicated textually in the same manner, as the following example:
underlined text) and to remove the bold, strikethrough text (indicated textually in the same manner, as the following example:
strikethrough text):
Agent and Forward Seller
J.P. Morgan Securities LLC
383 Madison Avenue
6th floor
New York, New York
10179
270 Park Avenue
New York, New York 10017
Attention: Sanjeet Dewal
Facsimile: (212) 622-8783
Email: sanjeet.s.dewal@jpmorgan.com
Forward Purchaser
JPMorgan Chase Bank, National Association, EDG Marketing Support
383 Madison Avenue
New York, New York
10179
270 Park Avenue
New York, New York 10017
Email: edg_notices@jpmorgan.com, edg_ny_corporate_sales_support@jpmorgan.com
Copy to: Sanjeet Dewal
Email: sanjeet.s.dewal@jpmorgan.com
Agent and Forward Seller
Truist Securities, Inc.
333 Peachtree Road NE, 11th
Floor
Atlanta, Georgia 30326
50 Hudson Yards, 70th Floor
New York, NY 10001
Forward Purchaser
Truist Bank
333 Peachtree Road NE, 11th
Floor
Atlanta, Georgia 30326
50 Hudson Yards, 70th Floor
New York, NY 10001
(f) All references to the Sales Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Sales Agreement as amended by this Amendment. Notwithstanding anything to the contrary contained herein, this Amendment shall not have any effect on offerings or sales of Shares prior to the Effective Date or on the terms of the Sales Agreement, and the rights and obligations of the parties thereunder, insofar as they relate to such offerings or sales, including, without limitation, the representations, warranties and agreements (including the indemnification and contribution provisions), as well as the definitions of “Prospectus Supplement” and “Prospectus” contained in the Sales Agreement prior to the Effective Date.
Section 4. Applicable Law. This Amendment and any claim, controversy or dispute arising hereunder or related hereto shall be governed by, and construed in accordance with, the laws of the State of New York without regard to its choice of law provisions.
Section 5. Entire Agreement. The Sales Agreement, as amended by this Amendment, represents the entire agreement among the parties hereto with respect to the subject matter thereof and hereof and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. Except as set forth in this Amendment or as further amended hereby, all of the terms of the Sales Agreement shall remain in full force and effect and are hereby confirmed in all respects.
Section 6. Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
Section 7. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Amendment. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
[Signature Pages Follow]
If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement by and among the Agents, the Forward Purchasers and the Company in accordance with its terms.
| Very truly yours, | ||
| VENTAS, INC. | ||
| By: | /s/ Robert F. Probst | |
| Name: Robert F. Probst | ||
| Title: Executive Vice President and Chief Financial Officer |
Accepted as of the date hereof:
BofA Securities, Inc.
As Agent And Forward Seller
| By: | /s/ Gray Hampton |
|
| Name: Gray Hampton | ||
| Title: Vice Chairman |
BBVA SECURITIES INC.
As Agent And Forward Seller
| By: | /s/ Shehzad Khan |
|
| Name: Shehzad Khan | ||
| Title: Managing Director |
BNP PARIBAS SECURITIES CORP.
As Agent And Forward Seller
| By: | /s/ Robert McDonald |
|
| Name: Robert McDonald | ||
| Title: Managing Director |
BNY MELLON CAPITAL MARKETS, LLC
As Agent And Forward Seller
| By: | /s/ Dan Klinger | |
| Name: Dan Klinger | ||
| Title: Managing Director |
Citigroup Global Markets Inc.
As Agent And Forward Seller
| By: | /s/ Scott Shelly |
|
| Name: Scott Shelly | ||
| Title: Vice President |
Credit Agricole Securities (USA) Inc.
As Agent And Forward Seller
| By: | /s/ Jean-Marc Nguyen | |
| Name: Jean-Marc Nguyen | ||
| Title: Managing Director | ||
| By: | /s/ Douglas Cheng | |
| Name: Douglas Cheng | ||
| Title: Managing Director |
JEFFERIES LLC
As Agent And Forward Seller
| By: | /s/ Christopher Allred | |
| Name: Christopher Allred | ||
| Title: Managing Director |
J.P. Morgan Securities LLC
As Agent And Forward Seller
| By: | /s/ Sanjeet Dewal | |
| Name: Sanjeet Dewal | ||
| Title: Managing Director |
M&T Securities, Inc.
As Agent
| By: | /s/ Rachel Jennings | |
| Name: Rachel Jennings | ||
| Title: Managing Director |
mizuho securities usa llc
As Agent And Forward Seller
| By: | /s/ Ivana Rupcic-Hulin | |
| Name: Ivana Rupcic-Hulin | ||
| Title: Managing Director |
Morgan Stanley & Co. LLC
As Agent and Forward Seller
| By: | /s/ Andres Altamirano | |
| Name: Andres Altamirano | ||
| Title: Vice President |
MUFG Securities Americas Inc.
As Agent And Forward Seller
| By: | /s/ Geoffrey Paul | |
| Name: Geoffrey Paul | ||
| Title: Managing Director |
RBC Capital Markets, LLC
As Agent And Forward Seller
| By: | /s/ Asad Kazim | |
| Name: Asad Kazim | ||
| Title: Managing Director |
Scotia capital (usa) inc.
As Agent And Forward Seller
| By: | /s/ Tim Mann | |
| Name: Tim Mann | ||
| Title: Managing Director |
td securities (usa) llc
As Agent And Forward Seller
| By: | /s/ Adriano Pierroz | |
| Name: Adriano Pierroz | ||
| Title: Director |
TRUIST SECURITIES, INC.
As Agent And Forward Seller
| By: | /s/ Geoffrey Fennel | |
| Name: Geoffrey Fennel | ||
| Title: Director |
UBS Securities LLC
As Agent And Forward Seller
| By: | /s/ Jess O’Neill | |
| Name: Jess O’Neill | ||
| Title: Executive Director | ||
|
By: |
/s/ Charles Heaney | |
| Name: Charles Heaney | ||
| Title: Director |
Wells Fargo Securities, LLC
As Agent And Forward Seller
|
By: |
/s/ Rohit Mehta | |
| Name: Rohit Mehta | ||
| Title: Managing Director |
BANK OF AMERICA, N.A.
As Forward Purchaser
| By: | /s/ Jake Mendelsohn | |
| Name: Jake Mendelsohn | ||
| Title: Managing Director |
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
As Forward Purchaser
| By: | /s/ Luis Alarcon Gonalez |
|
| Name: Luis Alarcon Gonalez | ||
| Title: Managing Director |
| By: | /s/ Annabella Rutigilano |
|
| Name: Annabella Rutigilano | ||
| Title: Executive Director |
BNP PARIBAS
As Forward Purchaser
| By: | /s/ Robert McDonald |
|
| Name: Robert McDonald | ||
| Title: Managing Director |
| By: | /s/ John Nunziata |
|
| Name: John Nunziata | ||
| Title: Managing Director |
CITIBANK, N.A.
As Forward Purchaser
|
By: |
/s/ Eric Natelson |
|
| Name: Eric Natelson | ||
| Title: Authorized Signatory |
Credit Agricole CORPORATE AND INVESTMENT BANK
As Forward Purchaser
| By: | /s/ Jean-Marc Nguyen |
|
| Name: Jean-Marc Nguyen | ||
| Title: Managing Director |
| By: | /s/ Douglas Cheng |
|
| Name: Douglas Cheng | ||
| Title: Managing Director |
JEFFERIES LLC
As Forward Purchaser
| By: | /s/ Christopher Allred |
|
| Name: Christopher Allred | ||
| Title: Managing Director |
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
As Forward Purchaser
| By: | /s/ Sanjeet Dewal |
|
| Name: Sanjeet Dewal | ||
| Title: Managing Director |
MIZUHO MARKETS AMERICAS LLC
As Forward Purchaser
| By: | /s/ Matthew E. Chivaroli |
|
| Name: Matthew E. Chivaroli | ||
| Title: Authorized Signatory |
MORGAN STANLEY & CO. LLC
As Forward Purchaser
| By: | /s/ Ellen Weinstien |
|
| Name: Ellen Weinstien | ||
| Title: Managing Director |
MUFG SECURITIES EMEA PLC
As Forward Purchaser
| By: | /s/ Catherine Lucas |
|
| Name: Catherine Lucas | ||
| Title: Authorized Signatory |
ROYAL BANK OF CANADA
As Forward Purchaser
| By: | /s/ Chris Amery | |
| Name: : Chris Amery | ||
| Title: Managing Director |
THE BANK OF NEW YORK MELLON
As Forward Purchaser
| By: | /s/ Rob Lynch | |
| Name: Rob Lynch | ||
| Title: Managing Director |
THE BANK OF NOVA SCOTIA
As Forward Purchaser
| By: | /s/ Tim Mann | |
| Name: Tim Mann | ||
| Title: Managing Director |
THE TORONTO-DOMINION BANK
As Forward Purchaser
| By: | /s/ Christopher Obalde | |
| Name: Christopher Obalde | ||
| Title: Authorized Signatory |
TRUIST BANK
As Forward Purchaser
| By: | /s/ Micheal Collins | |
| Name: Micheal Collins | ||
| Title: Managing Director |
UBS AG LONDON BRANCH
As Forward Purchaser
| By: | /s/ Jesse O’Neill | |
| Name: Jesse O’Neill | ||
| Title: Executive Director | ||
|
By: |
/s/ Charles Heaney | |
| Name: Charles Heaney | ||
| Title: Director |
WELLS FARGO BANK, NATIONAL ASSOCIATION
As Forward Purchaser
| By: | /s/ Kevin Brillhart | |
| Name: Kevin Brillhart | ||
| Title: Managing Director |