Ventas, Inc.

Credit and liquidity · Debt service and covenant compliance

Covenants in the instruments governing our and our subsidiaries' existing indebtedness limit our operational flexibility, and a covenant breach could adversely affect our operations. The terms of the instruments governing our existing indebtedness require us to comply with certain customary financial and other covenants.

International and currency · International operations and emerging markets

Ownership of properties or operation of our business outside the United States may subject us to different or greater risks than those associated with our domestic operations. We own properties and operate in the United Kingdom and Canada, which represent 1.2% and 9.5% of our total revenues, respectively.

Credit and liquidity · Liquidity and cash flow constraints

We cannot assure you that we will be able to access these markets and raise the capital necessary to fulfill our dividend requirements, make distributions to our stockholders, make payments to our securityholders, meet our debt service obligations, make future investments necessary to implement our business strategy or otherwise finance our business operations if our cash flow from operations is insufficient to satisfy these needs.

Core operations · Facility damage and equipment failure

Our operating assets in our SHOP segment may expose us to various operational risks, liabilities and claims that could adversely affect our ability to generate revenues or increase our costs and could adversely affect our business, financial condition and results of operations.

Human capital and workforce · Skills shortage and training requirements

Our managers, tenants and borrowers face a highly competitive labor market, which has been compounded by general inflationary pressures on wages and could be further compounded by a shortage of care givers or other trained personnel, union activities or minimum wage laws.

Natural and catastrophic events · Natural disasters and extreme weather

Some of our properties are in areas particularly susceptible to revenue loss, cost increase or damage caused by catastrophic or extreme weather and other natural events, including fires, snow, rain or ice storms, windstorms, tornadoes, hurricanes, earthquakes, flooding and other severe weather.

Natural and catastrophic events · Financial exposure to weather related losses

Some of our properties are in areas particularly susceptible to revenue loss, cost increase or damage caused by catastrophic or extreme weather and other natural events, including fires, snow, rain or ice storms, windstorms, tornadoes, hurricanes, earthquakes, flooding and other severe weather.

Economic and market conditions · Market volatility and financial crises

Market conditions, the actual and perceived state of the capital markets generally and limitations on our ability to access such markets could negatively impact our business. The state of the public and private capital markets, including significant declines in stock markets.

Geopolitical and trade · Trade policies tariffs and sanctions

International development, ownership and operating activities involve risks that are different from those we face with respect to our U.S. properties and operations. These risks include impact from international trade disputes and the associated impact on our managers', tenants' and borrowers' supply chain and consumer spending levels.

Technology infrastructure · Disaster recovery and business continuity

The failure of our systems or of our disaster recovery plans for any reason could cause significant interruptions in our operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information, material nonpublic information and intellectual property.

Digital transformation and innovation · Artificial intelligence and automation

The use of, or inability to take advantage of the benefits of, artificial intelligence by us or our managers, tenants and borrowers presents risks and challenges that may adversely impact our business and operating results. We have begun and may continue to use artificial intelligence and machine learning tools in our operations.

Technology infrastructure · Technology systems and infrastructure failure

Our information technology systems and networks are essential to our ability to perform day-to-day operations of our business, and a cybersecurity threat or incident could result in a data center outage, disrupt our systems and operations.

Cybersecurity and data protection · Data privacy and protection regulations

We and our managers, tenants and borrowers may be adversely affected by complex and evolving laws and regulations regarding data privacy and cybersecurity. In the ordinary course of business, we and our managers, tenants and borrowers collect, use, store, disclose, transfer and otherwise process personal information.

Legal and litigation · Employment and labor law compliance

From time to time, we or our managers, tenants or borrowers may be subject to lawsuits, investigations, claims and other legal or regulatory proceedings arising out of our or their alleged actions or inactions. These claims may include, among other things, professional liability and general liability claims, commercial liability claims, unfair business practices claims, class action claims, employment-related claims.

Industry regulation · Licensing and permits

Our ability to transition our properties to a suitable replacement manager or tenant or reposition our properties could be significantly delayed or limited by state licensing, receivership, certificates of need, Medicaid change-of-ownership rules or other legal and regulatory requirements or restrictions.

Legal and litigation · Litigation and legal proceedings

Significant legal or regulatory proceedings could subject us or our managers, tenants or borrowers to increased operating costs and substantial uninsured liabilities, which could adversely affect our or their liquidity, financial condition and results of operations.

Industry regulation · Fda drug and device approval

Our research tenants develop and sell products and services in an industry that is characterized by rapid and significant changes, evolving industry standards, significant research and development risk, in some cases, and uncertainty over the implementation of new healthcare reform or medical device legislation.

Tax and financial reporting · Tax compliance and changes in tax law

Legislative or other actions affecting REITs or taxes could have a negative effect on our stockholders or us. The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department.

Customer and revenue · Changing customer preferences and behavior

There have been, and there are expected to continue to be, advances and changes in technology, payment models, healthcare delivery models, public policy, regulation and consumer behavior and perception that could reduce demand for on-site activities provided at our properties.

Market position and competition · Market cyclicality and demand volatility

Our managers, tenants and borrowers depend on their ability to attract seniors, patients and other users of their services to their businesses, which may be affected by many factors, including prevailing economic conditions and market trends, including market volatility.