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What changed in Ventas's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Ventas's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+554 added−535 removedSource: 10-K (2026-02-06) vs 10-K (2025-02-13)

Top changes in Ventas's 2025 10-K

554 paragraphs added · 535 removed · 429 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

115 edited+34 added−8 removed61 unchanged
Biggest changeWhile our managers typically indemnify us for liabilities arising out of certain of their actions such as gross negligence, fraud or willful misconduct, we may not be able to enforce these rights, or we may determine it is not prudent to do so if we believe that enforcement of our rights would be more detrimental to our business than seeking alternative approaches See “Risk Factors—Risks Related to Our Business Operations and Strategy—Our third-party managers and tenants operate or exert substantial control over the properties that they manage for or rent from us, 2 which limits our control and influence over operations and results” and “Risk Factors—Risks Related to Our Business Operations and Strategy—Our operating assets 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” included in Part I, Item 1A of this Annual Report.
Biggest changeWhile our managers typically indemnify us for liabilities arising out of certain of their actions such as gross negligence, fraud or willful misconduct, we may not be able to enforce these rights, or we may determine it is not prudent to do so if we believe that enforcement of our rights would be more detrimental to our business than seeking alternative approaches.
Healthcare laws and regulations are wide-ranging, and noncompliance may result in the imposition of civil, criminal, and administrative penalties, including: the loss or suspension of accreditation, licenses or CONs; suspension of or non-payment for new admissions; denial of reimbursement; fines; suspension, decertification, or exclusion from federal and state healthcare programs; or facility closure.
Healthcare laws and regulations are wide-ranging and complex. Noncompliance may result in the imposition of civil, criminal, and administrative penalties, including: the loss or suspension of accreditation, licenses or CONs; suspension of or non-payment for new admissions; denial of reimbursement; fines; suspension, decertification, or exclusion from federal and state healthcare programs; or facility closure.
The Ventas Fund is a perpetual life vehicle focused on investments in core and core plus life science, outpatient medical and senior housing real estate in North America. Our state pension fund joint venture is principally focused on investment in ground up development and value added redevelopment of senior housing.
The Ventas Fund is a perpetual life vehicle focused on investments in core and core plus life science, outpatient medical and senior housing real estate in North America. Our state pension fund joint venture is principally focused on investments in ground up development and value-added redevelopment of senior housing.
See “Note 7 – Investments in Unconsolidated Entities” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report. Development and Redevelopment Activities From time to time, we engage in development and redevelopment activities within our reportable business segments and through our investments in unconsolidated entities.
See “Note 7 – Investments in Unconsolidated Entities” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report. Development and Redevelopment Activities From time to time, we engage in development and redevelopment activities within our reportable segments and through our investments in unconsolidated entities.
Reimbursement Sources of revenue for us and some of our tenants and borrowers include, among others, governmental healthcare programs, such as the federal Medicare programs and state Medicaid programs, and non-governmental third-party payors, such as insurance carriers and health maintenance organizations.
Government Reimbursement Sources of revenue for us and some of our tenants and borrowers include, among others, governmental healthcare programs, such as the federal Medicare programs and state Medicaid programs, and non-governmental third-party payors, such as insurance carriers and health maintenance organizations.
These matters are overseen by our NGCR Committee. Our EVP, General Counsel and Ethics & Compliance Officer and VP, Corporate ESG & Sustainability report on these matters regularly to the NGCR Committee and periodically to our Board of Directors.
These matters are overseen by our NGCR Committee. Our EVP, General Counsel and Ethics & Compliance Officer and VP, Corporate Sustainability report on these matters regularly to the NGCR Committee and periodically to our Board of Directors.
Although we do not participate directly in the financial performance of the operations of our borrowers’ properties, we are directly exposed to the credit risk of our borrowers and therefore indirectly to the operational risks of our borrowers.
Although we do not participate directly in the financial performance of the operations of our borrowers’ properties, we are directly exposed to the credit risk of our borrowers and therefore indirectly to their operational risks.
We operate through three reportable business segments: senior housing operating portfolio, which we refer to as “SHOP,” outpatient medical and research portfolio, which we refer to as “OM&R,” and triple-net leased properties, which we refer to as “NNN.” We also hold assets outside of our reportable business segments, which we refer to as non-segment assets and which consist primarily of corporate assets, including cash and cash equivalents, restricted cash, loans receivable and investments and accounts receivable as well as investments in unconsolidated entities.
We operate through three reportable segments: senior housing operating portfolio, which we refer to as “SHOP,” outpatient medical and research portfolio, which we refer to as “OM&R,” and triple-net leased properties, which we refer to as “NNN.” We also hold assets outside of our reportable segments, which we refer to as non-segment assets, and which consist primarily of corporate assets, including cash and cash equivalents, restricted cash, loans receivable and investments, accounts receivable and investments in unconsolidated entities.
Treatment programs include physical, occupational, speech, respiratory and other therapies, including sub-acute clinical protocols such as wound care and intravenous drug treatment.
Treatment programs may include physical, occupational, speech, respiratory and other therapies, including sub-acute clinical protocols such as wound care and intravenous drug treatment.
These laws include: (i) federal and state false claims acts, which generally prohibit providers from filing false claims or making false statements to receive payment from Medicare, Medicaid or other federal or state healthcare programs; (ii) federal and state anti-kickback and fee-splitting statutes, including the federal Anti-Kickback Statute, which prohibits the payment or receipt of remuneration to induce referrals or generate business involving healthcare items or services payable by Medicare or Medicaid; (iii) federal and state physician 9 self-referral laws, which generally prohibit referrals of certain services by physicians to entities with which the physician or an immediate family member has a financial relationship; and (iv) the federal Civil Monetary Penalties Law, which requires a lower burden of proof than other fraud and abuse laws and prohibits, among other things, the knowing presentation of a false or fraudulent claim for certain healthcare services.
These laws include: (i) federal and state false claims acts, which generally prohibit providers from filing false claims or making false statements to receive payment from Medicare, Medicaid or other federal or state healthcare programs; (ii) federal and state anti-kickback and fee-splitting statutes, including the federal Anti-Kickback Statute, which prohibits the payment or receipt of remuneration to induce referrals or generate business involving healthcare items or services payable by Medicare or Medicaid; (iii) federal and state physician self- 12 Table of Contents referral laws, which generally prohibit referrals of certain services by physicians to entities with which the physician or an immediate family member has a financial relationship; and (iv) the federal Civil Monetary Penalties Law, which requires a lower burden of proof than other fraud and abuse laws and prohibits, among other things, the knowing presentation of a false or fraudulent claim for certain healthcare services.
LTACs typically serve medically complex, chronically ill patients who require a high 1evel of monitoring and specialized care, but whose conditions do not necessitate the continued services of an intensive care unit and have a Medicare average length of stay of greater than 25 days.
LTACs typically serve medically complex, chronically ill patients who require a high level of monitoring and specialized care, but whose conditions do not necessitate the continued services of an intensive care unit and have a Medicare average length of stay of greater than 25 days.
Our sovereign wealth fund joint venture is focused on university-based research and innovation development projects. In the Ventas Fund and certain other ventures, we have the ability to earn 5 revenues through incentive fees periodically during the life of a venture.
Our sovereign wealth fund joint venture is focused on university-based research and innovation development projects. In the Ventas Fund and certain other ventures, we have the ability to earn revenues through incentive fees periodically during the life of the venture.
See “Risk Factors—Risks Related to Our Business Operations and Strategy—If our managers’, tenants’ or borrowers’ financial condition or business prospects deteriorate, our business, financial condition and results of operations could be adversely affected” included in Part I, Item 1A of this Annual Report.
See “Risk Factors—Risks Relating to Our Business Operations and Strategy—If our managers’, tenants’ or borrowers’ financial condition or business prospects deteriorate, our business, financial condition and results of operations could be adversely affected” included in Part I, Item 1A of this Annual Report.
IRFs are devoted to the rehabilitation of patients with various neurological, musculoskeletal, orthopedic and other medical conditions following stabilization of their acute medical issues. Other healthcare facilities provide medical and surgical services, including inpatient care, intensive care, cardiac care, diagnostic services and emergency services.
IRFs are devoted to the rehabilitation of patients with various neurological, musculoskeletal, orthopedic and other medical conditions following stabilization of their acute medical issues. Other healthcare facilities include facilities that provide medical and surgical services, including inpatient care, intensive care, cardiac care, diagnostic services and emergency services.
See “Risk Factors—Risks Related to Our Business Operations and Strategy—If our managers’, tenants’ or borrowers’ financial condition or business prospects deteriorate, our business, financial condition and results of operations could be adversely affected” included in Part I, Item 1A of this Annual Report.
See “Risk Factors—Risks Relating to Our Business Operations and Strategy—If our managers’, tenants’ or borrowers’ financial condition or business prospects deteriorate, our business, financial condition and results of operations could be adversely affected” included in Part I, Item 1A of this Annual Report.
Each year, we conduct an employee engagement survey through an independent third party, which measures our progress on key employee issues and identifies opportunities for evolving our programs. Compensation and Benefits Ventas prides itself in offering an industry-leading compensation and benefits package.
Each year, we conduct an employee engagement survey through an independent third party, which measures our progress on key employee engagement metrics and identifies opportunities for evolving our programs. Compensation and Benefits Ventas prides itself in offering an industry-leading compensation and benefits package.
Under various federal, local and foreign environmental laws, ordinances and regulations, an owner of real property or a secured lender, such as us, may be liable for the costs of removal or remediation of hazardous or toxic substances at, under or disposed of in connection with such property, as well as other potential costs relating to hazardous or toxic substances (including government fines and damages for injuries to persons and adjacent property).
Under various federal, local and foreign environmental laws, ordinances and regulations, an owner of real property or a secured lender, such as us, may be liable for the costs of removal or remediation of hazardous or toxic substances at, under or disposed of in connection with 17 Table of Contents such property, as well as other potential costs relating to hazardous or toxic substances (including government fines and damages for injuries to persons and adjacent property).
In particular, recently finalized legislation related to interest expense deductibility in Canada may have a significant impact on our income tax expense and cash taxes. See “Risk Factors—Our REIT Status Risks—Legislative or other actions affecting REITs or taxes could have a negative effect on our stockholders or us” included in Part I, Item 1A of this Annual Report.
In particular, legislation related to interest expense deductibility in Canada may have a significant impact on our income tax expense and cash taxes. See “Risk Factors—Risks Relating to Our REIT Status—Legislative or other actions affecting REITs or taxes could have a negative effect on our stockholders or us” included in Part I, Item 1A of this Annual Report.
In general, our management succession planning is designed to anticipate both “planned” successions, such as those arising from anticipated retirements, and unplanned succession events, including emergencies and a range of other potential contingencies.
In general, our management succession planning is designed to anticipate both “planned” successions, such as those arising from anticipated retirements, and “unplanned” succession events, including emergencies and a range of other potential contingencies.
Because we have elected to be taxed as a REIT, we are subject to restrictions impacting how we invest in, operate or manage our properties, including the senior housing communities in our SHOP segment. Some of those restrictions depend on whether a senior housing community is treated as a “qualified healthcare property” under the REIT rules.
Because we have elected to be taxed as a REIT, we are subject to restrictions impacting how we invest in, operate or manage our properties, including the senior housing communities in our SHOP segment. Some of those restrictions depend on whether a senior housing community is treated as a “qualified health care property” under the REIT rules.
These other healthcare facilities may also provide outpatient services such as outpatient surgery, laboratory, radiology, respiratory therapy, cardiology and physical therapy. Charges for services provided at SNFs, LTACs, IRFs and other healthcare facilities are generally paid from a combination of government reimbursement, commercial insurance and other private sources.
These other healthcare facilities may also provide outpatient services such as outpatient surgery, laboratory, radiology, respiratory therapy, cardiology and physical therapy. 5 Table of Contents Charges for services provided at SNFs, LTACs, IRFs and other healthcare facilities are generally paid from a combination of government reimbursement and commercial insurance and other private sources.
CARES Act and Similar Governmental Funding Programs In response to the COVID-19 pandemic, in 2020, Congress enacted a series of economic stimulus and relief measures through the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), the Paycheck Protection Program and Health Care Enhancement Act and the Consolidated Appropriations Act, 2021.
CARES Act and Similar Governmental Funding Programs 13 Table of Contents In response to the COVID-19 pandemic, in 2020, Congress enacted a series of economic stimulus and relief measures through the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), the Paycheck Protection Program and Health Care Enhancement Act and the Consolidated Appropriations Act, 2021.
Medicare is a federal health insurance program for persons aged 65 and over, some disabled persons and persons with end-stage renal disease. Medicaid is a medical assistance program for eligible needy persons that is funded jointly by federal and state governments and administered by the states. Medicaid eligibility requirements and benefits vary by state.
Medicare is a federal health insurance program for persons aged 65 and over, some disabled persons, persons with end-stage renal disease and persons with amyotrophic lateral sclerosis. Medicaid is a medical assistance program for eligible needy persons that is funded jointly by federal and state governments and administered by the states. Medicaid eligibility requirements and benefits vary by state.
See “Risk Factors—Risks Related to Our Business Operations and Strategy—Our operating assets 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” included in Part I, Item 1A of this Annual Report.
See “Risk Factors—Risks Relating to Our Business Operations and Strategy—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” included in Part I, Item 1A of this Annual Report.
Changes in laws or regulations, reimbursement policies, enforcement activity and regulatory non-compliance by us or our managers, tenants or borrowers could have a significant effect on our and their operations and financial condition, which in turn may adversely impact us, as detailed below and set forth under “Risk Factors—Our Legal, Compliance and Regulatory Risks” in Part I, Item 1A of this Annual Report.
Changes in laws or regulations, reimbursement policies, enforcement activity and regulatory non-compliance by us or our managers, tenants or borrowers could have a significant effect on our and their operations and financial condition, which in turn may adversely impact us, as detailed below and set forth under “Risk Factors—Risks Relating to Legal, Compliance and Regulatory” in Part I, Item 1A of this Annual Report.
Chronic patients often depend on technology for continued life support, such as mechanical ventilators, total parenteral nutrition, respiration or cardiac monitors and dialysis machines, and, due to their severe medical conditions, generally are not clinically appropriate for admission to a skilled nursing facility or rehabilitation hospital.
Chronic patients often depend on technology for continued life support, such as mechanical ventilators, total parenteral nutrition, respiration or cardiac monitors and dialysis machines, and, due to their severe medical conditions, generally are not clinically appropriate for admission to a SNF or rehabilitation hospital.
Other domestic, foreign, local, regional or national governments also implemented similar grant programs. We, and our managers, tenants and borrowers, applied for and received grants under these types of government programs.
Other domestic, foreign, local, regional or national governments also implemented similar grant programs. We, and our managers, tenants and borrowers, applied for and received grants under these types of government programs. The U.S.
The tenants of these LTACs have the capability to treat patients who suffer from multiple systemic failures or conditions such as neurological disorders, head injuries, brain stem and spinal cord trauma, cerebral vascular accidents, chemical brain injuries, central nervous system disorders, developmental anomalies and cardiopulmonary disorders.
LTACs typically have the capability to treat patients who suffer from multiple systemic failures or conditions such as neurological disorders, head injuries, brain stem and spinal cord trauma, cerebral vascular accidents, chemical brain injuries, central nervous system disorders, developmental anomalies and cardiopulmonary disorders.
The insurance that we maintain or require may take the form of commercial insurance, captive insurance or self-insurance. We maintain the property insurance for a vast majority of our properties in our OM&R and SHOP segments.
The insurance that we maintain or require may take the form of commercial insurance, captive insurance or self-insurance. 10 Table of Contents We maintain the property insurance for a vast majority of our properties in our OM&R and SHOP segments.
See “Risk Factors—Risks Related to Our Business Operations and Strategy—Our ongoing strategy depends, in part, upon identifying and consummating future acquisitions and investments and effectively managing our expansion opportunities” included in Part I, Item 1A of this Annual Report and “Note 10 – Senior Notes Payable and Other Debt” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.
See “Risk Factors—Risks Relating to Our Business Operations and Strategy—Our ongoing strategy depends, in part, upon identifying and consummating future acquisitions and investments and effectively managing our external growth opportunities” included in Part I, Item 1A of this Annual Report and “Note 10 – Senior Notes Payable and Other Debt” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.
Through our OM&R segment, we provide engineering, construction and architectural services in connection with new development projects, and we maintain and cause tenants, contractors, design professionals and other parties involved with such services to maintain property and liability insurance with respect to those activities.
Through our OM&R segment, we provide engineering, construction and architectural services in connection with new development projects, and we maintain and/or contractually require tenants, contractors, design professionals and other parties involved with such services to maintain property and liability insurance with respect to those activities.
The HHS Office of Inspector General, the Pandemic Response Accountability Committee and other governments each may have the right to conduct audits of our, or our managers’, tenants’ or borrowers’, use of funds from such programs and may have the right to recoup some or all of the payments if it determines those payments were not made or the funds not used in compliance with its rules, regulations and interpretive guidance.
Department of Health and Human Services (“HHS”) Office of Inspector General, the Pandemic Response Accountability Committee and other governments each may have the right to conduct audits of our, or our managers’, tenants’ or borrowers’, use of funds from such programs and may have the right to recoup some or all of the payments if it determines those payments were not made or the funds not used in compliance with its rules, regulations and interpretive guidance.
As of December 31, 2024, more than 40% of our employees have been promoted or transferred internally for new opportunities, reflecting our deep commitment to creating an environment where people can build their careers.
As of December 31, 2025, more than 42% of our employees have been promoted or transferred internally for new opportunities, reflecting our deep commitment to creating an environment where people can build their careers.
The independent members of the Board also regularly interact with executives across several leadership levels of Ventas through management presentations at the Board meetings and other informal events to form their own independent assessment of senior leaders.
The independent members of the Board also regularly interact with employees across several levels of seniority of Ventas through management presentations at Board meetings and other informal events to form their own independent assessment of senior leaders.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Concentration risk” included in Part II, Item 7 of this Annual Report and “Risk Factors—Risks Related to Our Business Operations and Strategy—A significant portion of our revenues and operating income is dependent on a limited number of managers and tenants, including Atria, Sunrise, Le Groupe Maurice, Brookdale, Ardent and Kindred” included in Part I, Item 1A of this Annual Report.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Concentration Risk” included in Part II, Item 7 of this Annual Report and “Risk Factors—Risks Relating to Our Business Operations and Strategy—A significant portion of our revenues and operating income is dependent on a limited number of tenants and managers, including Ardent, Kindred, Atria, Sunrise and Le Groupe Maurice” included in Part I, Item 1A of this Annual Report.
These state statutes, and other similar federal and state laws and regulations that may be enacted in the future, may require us or our managers, tenants or borrowers to modify our or their data processing practices and policies, incur substantial compliance-related costs and expenses and otherwise suffer adverse impacts on our or their business.
These statutes, and other similar federal, state and 14 Table of Contents international laws and regulations that may be enacted in the future, may require us or our managers, tenants or borrowers to modify our or their data processing and cybersecurity practices and policies, incur substantial compliance-related costs and expenses and otherwise suffer adverse impacts on our or their business.
See Note 7 – Investments in Unconsolidated Entities of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report for a further discussion of our ownership interest. Outpatient Medical and Research Portfolio (OM&R) In our OM&R segment, we primarily acquire, own, develop, lease and manage outpatient medical buildings and research centers.
See Note 7 – Investments in Unconsolidated Entities of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report. Outpatient Medical and Research Portfolio (OM&R) In our OM&R segment, we primarily acquire, own, develop, lease and manage outpatient medical buildings and research centers.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—”Concentration Risk.” included in Part II, Item 7 of this Annual Report.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—”Concentration Risk” included in Part II, Item 7 of this Annual Report.
See “Note 9 – Other Assets” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report. As of December 31, 2024, we held an approximately 6.7% ownership interest in Ardent.
See “Note 9 – Other Assets” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report. 6 Table of Contents As of December 31, 2025, we held an approximately 6.6% ownership interest in Ardent.
Accordingly, no assurance can be given that we will be organized or will be able to operate in a manner so as to qualify or remain qualified as a REIT.
Accordingly, no 16 Table of Contents assurance can be given that we will be organized or will be able to operate in a manner so as to qualify or remain qualified as a REIT.
We lease these properties to tenants under triple-net or absolute-net leases that obligate the tenants to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures.
We lease the properties in our NNN segment to tenants under triple-net or absolute-net leases that obligate the tenants to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures.
We make available, free of charge, through our Investor Relations website, our Annual Report, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13 or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
We make available, free of charge, through our Investor Relations website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as soon as reasonably practicable after we electronically file such material with, or furnish it to, the U.S.
If we lose our status as a REIT (currently or with respect to any tax years for which the statute of limitations has not expired), we will face serious tax consequences that will substantially reduce the funds available to satisfy our obligations, to implement our business strategy and to make distributions to our stockholders for each of the years involved because: • We would not be allowed a deduction for distributions to stockholders in computing our taxable income and would be subject to regular U.S. federal corporate income tax; • We could be subject to increased state and local taxes; and • Unless we are entitled to relief under statutory provisions, we could not elect to be subject to tax as a REIT for four taxable years following the year during which we were disqualified. 12 In addition, in such event we would no longer be required to pay dividends to maintain REIT status, which could adversely affect the value of our common stock.
If we lose our status as a REIT (currently or with respect to any tax years for which the statute of limitations has not expired), we will face serious tax consequences that will substantially reduce the funds available to satisfy our obligations, to implement our business strategy and to make distributions to our stockholders for each of the years involved because: • We would not be allowed a deduction for distributions to stockholders in computing our taxable income and would be subject to regular U.S. federal corporate income tax; • We could be subject to increased state and local taxes; and • Unless we are entitled to relief under statutory provisions, we could not elect to be subject to tax as a REIT for four taxable years following the year during which we were disqualified.
We hold a 34% ownership interest in Atria, which entitles us to customary minority rights and protections, as well as the right to appoint two members to the Atria Board of Directors.
As of December 31, 2025, we held a 34% ownership interest in Atria, which entitles us to customary minority rights and protections, as well as the right to appoint two members to the Atria Board of Directors.
See “Note 7 – Investments in Unconsolidated Entities” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report for a further discussion of our ownership interest. Non-Segment Assets Non-segment assets consist primarily of corporate assets, including cash and cash equivalents, restricted cash, loans receivable and investments and accounts receivable.
See “Note 7 – Investments in Unconsolidated Entities” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report. Non-Segment Assets Non-segment assets consist primarily of corporate assets, including cash and cash equivalents, restricted cash, loans receivable and investments and accounts receivable.
Licensure, Certification and CONs Senior housing communities, other than independent living communities, are subject to state and local laws that may require licenses, certifications and permits, and may vary greatly from one jurisdiction to another. Our senior housing communities that receive Medicaid payments are also subject to extensive federal laws and regulation.
Licensure, Certification and CONs Senior housing communities, other than independent living communities, are subject to state and local healthcare laws that may require licenses, certifications and permits in order to operate, and may vary greatly from one jurisdiction to another. Our senior housing communities that receive government reimbursement payments are also subject to extensive federal laws and regulation.
The Nominating, Governance & Corporate Responsibility Committee leads, and the Board oversees and reviews at least annually, a robust short- and long-term succession planning process for our senior management team, including our CEO.
The NGCR Committee leads, and the Board oversees and reviews at least annually, a robust short- and long-term succession planning process for our senior management team, including our CEO.
The CEO and Vice President, Human Resources support the annual succession plan review conducted by the Nominating, Governance & Corporate Responsibility Committee by providing information about each executive role and succession scenarios, including an overview of each potential successor’s experience and potential, readiness assessment and planned leadership development opportunities.
The CEO, Executive Vice President, General Counsel and Vice President, Human Resources support the annual succession plan review conducted by the NGCR Committee by providing information about each executive role and succession scenarios, including an overview of each potential successor’s experience and potential, readiness assessment and planned leadership development opportunities.
In May 2020, the Company formed a wholly-owned captive insurance company, which provides insurance coverage for losses below the deductible and within the self-insured retention of the commercial property, general and professional liability insurance that we maintain for certain of our outpatient medical and senior housing locations.
The Company maintains a wholly-owned captive insurance company, which provides insurance coverage for losses below the deductible and within the self-insured retention of the commercial property and general and professional liability insurance that we maintain for certain of our outpatient medical and senior housing properties.
The Ventas retirement plans consist of a 401(k) profit sharing plan with both pretax and Roth offerings and competitive employer matching contributions. Health & Safety Ventas is committed to the health and safety of its employees. Helping to make our workplaces secure and hazard-free is a responsibility shared with each Ventas employee.
We offer employees a 401(k) profit sharing plan with both pretax and Roth offerings and competitive employer matching contributions that enables them to plan for retirement. Health & Safety Ventas is committed to the health and safety of its employees. Helping to make our workplaces secure and hazard-free is a responsibility shared with each Ventas employee.
Insurance We maintain or require in our lease, management and other agreements that our managers, tenants or other counterparties maintain comprehensive insurance coverage on our properties and their operations with terms, conditions, limits and deductibles that we believe are customary for similarly situated companies in each industry and we frequently review our insurance programs and requirements.
Insurance We maintain and/or contractually require that our managers, tenants, borrowers and certain other counterparties maintain comprehensive insurance coverage on our properties, our operations and, where appropriate, their operations, with terms, conditions, limits and deductibles that we believe are customary for similarly situated companies in each industry. We frequently review our insurance programs and requirements.
See “Risk Factors—Risks Related to Our Business Operations and Strategy—A significant portion of our revenues and operating income is dependent on a limited number of managers and tenants, including Atria, Sunrise, Le Groupe Maurice, Brookdale, Ardent and Kindred” included in Part I, Item 1A of this Annual Report, “Management’s Discussion and Analysis of Financial Condition and Results of Operations— “Concentration Risk,” included in Part II, Item 7 of this Annual Report and “Note 3 – Concentration of Credit Risk” included in Part II, Item 8 of this Annual Report.
See “Risk Factors—Risks Relating to Our Business Operations and Strategy—A significant portion of our revenues and operating income is dependent on a limited number of tenants and managers, including Ardent, Kindred, Atria, Sunrise and Le Groupe Maurice” included in Part I, Item 1A of this Annual Report,“ “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Concentration Risk” included in Part II, Item 7 of this Annual Report and “Note 3 – Concentration of Credit Risk” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.
The facilities generally have specialty equipment including emergency generators, fume hoods, lab bench tops and related amenities. In many instances, research center tenants make significant investments to improve their leased space, in addition to landlord improvements, to accommodate biology, chemistry or medical device research initiatives. Our research centers are often located on or contiguous to university and academic medical campuses.
The facilities generally have specialty equipment including emergency generators, fume hoods, lab bench tops and related amenities. In many instances, research center tenants make significant investments to improve their leased space, in addition to landlord improvements, to accommodate biology, chemistry or medical device research initiatives.
We treat most of the senior housing communities in our SHOP segment as “qualified healthcare properties.” Senior housing communities in our SHOP segment that are “qualified healthcare properties” generally must be managed and operated by a third-party manager, including for purposes of procuring supplies, hiring and training employees, entering into third-party contracts for the benefit of the property and providing resident care and services.
Senior housing communities in our SHOP segment that are “qualified health care properties” generally must be managed and operated by a third-party manager, including for purposes of procuring supplies, hiring and training employees, entering into third-party contracts for the benefit of the community and providing resident care and services.
Working with industry-leading care providers, partners, developers and research and medical institutions, our collaborative and experienced team is focused on achieving consistent, superior total returns through: (1) delivering profitable organic growth in senior housing, (2) capturing value-creating external growth focused on senior housing, (3) driving strong execution and cash flow generation throughout our portfolio of high-quality assets unified in serving the large and growing aging population and (4) maintaining financial strength, flexibility and liquidity.
Working with industry-leading care providers, partners and research and medical institutions, our collaborative and experienced team is focused on achieving consistent, superior total returns through: (1) delivering profitable organic growth in senior housing, (2) capturing value-creating external growth focused on senior housing, (3) generating strong cash flow throughout our portfolio of high-quality assets unified in meeting demographic demand and (4) maintaining financial strength, flexibility and liquidity.
International Healthcare Regulation We own senior housing communities in Canada and the United Kingdom. Senior living residences in Canada are provincially regulated. Within each province, there are different categories for senior living residences that are generally based on the level of care sought or required by a resident (e.g., assisted or retirement living, senior living residences, residential care, long-term care).
Our senior living communities in Canada are provincially regulated. Within each province, there are different categories for senior living residences that are generally based on the level of care sought or required by a resident (e.g., assisted or retirement living, senior living residences, residential care, long-term care).
See “Risk Factors—Our REIT Status Risks.” Our senior housing communities, including certain of our independent living communities, that are considered “qualified healthcare properties” that are not leased to a third party operator generally must be owned and operated in a structure where we engage a third-party manager to manage and operate the senior housing communities.
Our senior housing communities, including certain of our independent living communities, that are considered “qualified health care properties” that are not leased to a third party operator generally must be owned and operated in a structure where we engage a third-party manager to manage and operate the senior housing communities.
See “Risk Factors—Risks Related to Our Business Operations and Strategy—Our operating assets 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” and “Risk Factors—Risks Related to Our Business Operations and Strategy—If our managers’, tenants’ or borrowers’ financial condition or business prospects deteriorate, our business, financial condition and results of operations could be adversely affected” included in Part I, Item 1A of this Annual Report.
See “Risk Factors—Risks Relating to Our Business Operations and Strategy—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” included in Part I, Item 1A of this Annual Report.
As of December 31, 2024, we owned or had investments in 1,387 properties consisting of 1,356 properties in our reportable business segments (“Segment Properties”) and 31 properties held by unconsolidated real estate entities in our non-segment operations. Our Company is headquartered in Chicago, Illinois with additional corporate offices in Louisville, Kentucky and New York, New York.
As of December 31, 2025, we owned or had investments in 1,409 properties consisting of 1,374 properties in our reportable segments (“Segment Properties”) and 35 properties held by unconsolidated real estate entities in our non-segment operations. We are headquartered in Chicago, Illinois with additional corporate offices in Louisville, Kentucky and New York, New York.
We elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code (the “Code”), commencing with our taxable year ended December 31, 1999.
We elected to be taxed as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 1999.
In our SHOP segment, these laws and regulations typically apply directly to us and our senior housing communities, where we generally hold the applicable healthcare licenses. In some instances, we enroll in government reimbursement programs, such as Medicaid. In our other segments, our tenants and borrowers are typically subject to these laws and regulations.
In our SHOP segment, these laws and regulations typically apply directly to us and our senior housing communities, where we generally hold the applicable healthcare licenses. In some instances, we enroll in government reimbursement programs, such as Medicare and Medicaid, on behalf of the communities in our SHOP segment.
(2) NOI for non-segment includes management fees and promote revenues, net of expenses related to our third-party institutional private capital management platform, income from loans and investments and corporate-level expenses not directly attributable to any of our three reportable business segments. 1 Business Strategy For more than 25 years, Ventas has pursued what we believe is a successful, enduring strategy focused on delivering outsized value to stockholders and other key stakeholders by enabling exceptional environments that benefit the aging population.
(2) NOI for non-segment includes management fees and promote revenues, net of expenses related to our third-party institutional private capital management platform, income from loans and investments and corporate-level expenses not directly attributable to any of our three reportable segments. n/a—not applicable Business Strategy For nearly three decades, Ventas has pursued a strategy focused on delivering outsized value to stockholders and other key stakeholders by enabling exceptional environments that benefit a large and growing aging population.
See “—Government Regulation—Tax Regulation included in Part I, Item 1 of this Annual Report.” Where we engage a third-party manager, either by choice or as required by REIT tax rules, we generally rely on the third-party managers’ personnel, expertise, technical resources and information systems, risk management processes, proprietary information, good faith and judgment to manage the senior housing communities’ operations efficiently and effectively.
Where we engage a third-party manager, either by choice or as required by REIT tax rules, we generally rely on the third-party managers’ personnel, expertise, technical resources and information systems, risk management processes, proprietary information, good faith and judgment to manage the senior housing communities’ operations efficiently and effectively.
Congress has recently considered, and is currently considering, various proposals for more comprehensive data privacy and cybersecurity legislation to which we or our managers, tenants and borrowers may be subject if passed. Data privacy and cybersecurity are also areas of increasing state legislative focus, and states are increasingly proposing or enacting legislation that relates to data privacy and cybersecurity.
Congress has considered, and will likely in the future consider, proposals for more comprehensive federal data privacy and cybersecurity legislation to which we or our managers, tenants and borrowers may be subject if passed. Data privacy and cybersecurity are areas of increasing state legislative focus, and states are increasingly proposing or enacting legislation that relates to data privacy and cybersecurity.
Violations of HIPAA may result in substantial civil and/or criminal fines and penalties. The Federal Trade Commission uses its consumer protection authority to initiate enforcement actions in response to data breaches. and regulate unfair or deceptive acts or practices, including with respect to data privacy and cybersecurity. Moreover, the U.S.
The Federal Trade Commission uses its consumer protection authority to initiate enforcement actions in response to data breaches and regulate unfair or deceptive acts or practices, including with respect to data privacy and cybersecurity. The U.S.
In addition, we hold warrants exercisable at any time prior to September 13, 2034 for 9.9% of the common equity of a parent company of Kindred exercisable at the pre-transaction value of such common equity (the “Scion Warrants”).
As of December 31, 2025, we held warrants exercisable at any time prior to September 13, 2034, for 9.9% of the common equity of a parent company of Kindred exercisable at the pre-issuance value of such common equity (the “Scion Warrants”).
We lease these properties to tenants under varying lease types that obligate the tenants to pay rent, and may require the tenant to pay their proportionate share of some or all property-related expenses, including utilities, real estate taxes, insurance, 3 repairs and maintenance, cleaning, roads and grounds expense and other expenses.
Our research centers are often located on or contiguous to university and academic medical campuses. 4 Table of Contents We lease these properties to tenants under varying lease types that obligate the tenants to pay rent, and may require the tenant to pay their proportionate share of some or all property-related expenses, including utilities, real estate taxes, insurance, repairs and maintenance, cleaning, roads and grounds expense and other expenses.
The senior housing communities in our SHOP segment include independent living communities, assisted living communities, memory care communities and continuing care retirement communities. Independent living communities are typically age-restricted multifamily rental properties with central dining facilities that provide residents with access to meals and other services such as housekeeping, linen service, transportation and social and recreational activities.
Independent living communities are typically age-restricted multifamily rental properties with central dining facilities that provide residents with access to meals and other services such as housekeeping, linen service, transportation and social and recreational activities.
The most significant human capital measures and objectives that we focus on include the topics described below. 6 Talent Acquisition, Development and Retention We strive to foster a culture that attracts and retains individuals who share a passion for integrity, flawless execution, collaborative problem-solving and, above all, excellence.
The most significant human capital measures and objectives that we focus on include the topics described below. Talent Acquisition, Development and Retention We are focused on maintaining a strong culture that attracts and retains individuals who share a passion for excellence, integrity, execution, problem-solving skills and collaboration.
The properties we lease to Brookdale Senior Living, Inc. (together with its subsidiaries, “Brookdale”), Ardent Health Partners, LLC (together with its subsidiaries, “Ardent”) and Kindred Healthcare, LLC (together with its subsidiaries, “Kindred”) accounted for a significant portion of our NNN segment revenues and NOI for the year ended December 31, 2024.
(together with its subsidiaries, “Brookdale”), Ardent and Kindred Healthcare, LLC (together with its subsidiaries, “Kindred”) accounted for a significant portion of our NNN segment revenues and NOI for the year ended December 31, 2025.
The following table provides information regarding our significant SHOP manager concentration as of and for the year ended December 31, 2024: Percentage of Total NOI Segment Properties Percentage of Segment Properties Atria Senior Living, Inc. 18.6 % 199 14.7 % Sunrise Senior Living, LLC 6.2 98 7.2 Le Groupe Maurice 6.0 37 2.7 The properties in our SHOP segment managed by Atria Senior Living, Inc.
The following table provides information regarding our significant SHOP manager concentration as of and for the year ended December 31, 2025: Percentage of Total NOI for the year ended December 31, 2025 Segment Properties as of December 31, 2025 Percentage of Segment Properties as of December 31, 2025 Atria Senior Living, Inc. 17.7 % 194 14.1 % Sunrise Senior Living, LLC 6.8 98 7.1 Le Groupe Maurice 5.6 37 2.7 The properties in our SHOP segment managed by Atria, Sunrise Senior Living, LLC (together with its subsidiaries, “Sunrise”) and Le Groupe Maurice (together with its subsidiaries, “Le Groupe Maurice”) accounted for a significant portion of our SHOP segment revenues and NOI for the year ended December 31, 2025.
We also are subject to non-U.S. tax on our operations in Canada and in the U.K., as our U.S. REIT status does not by itself afford us special tax status in those countries.
We are subject to state and local tax in the United States and certain states that do not conform completely to the federal income tax rules. We also are subject to non-U.S. tax on our operations in Canada and in the United Kingdom, as our U.S. REIT status does not by itself afford us special tax status in those countries.
The Compensation Committee and Nominating, Governance and Corporate Responsibility (“NGCR”) Committee of our Board of Directors provide oversight on certain human capital matters, goals and framework. We report on human capital matters regularly to our Compensation Committee and periodically to our Board of Directors.
The Compensation Committee and Nominating, Governance and Corporate Responsibility (“NGCR”) Committee of the Board of Directors of the Company (“Board of Directors” or “Board”) and the Board itself 8 Table of Contents provide oversight of certain human capital matters. We report on human capital matters regularly to these committees and periodically to our Board of Directors.
We also maintain liability insurance for certain outpatient medical properties, as well as the general and professional liability insurance for certain senior housing communities and related operations in our SHOP segment.
We maintain liability insurance for the properties in our OM&R segment and general and professional liability insurance for most of the senior housing communities and related operations in our SHOP segment.
Entities subject to HIPAA include most healthcare providers, including some of our managers, tenants and borrowers. These covered entities are required to implement administrative, physical and technical 10 practices to protect the security of PHI that is electronically maintained or transmitted. Business associates of covered entities who create, receive, maintain or transmit PHI are also subject to certain HIPAA provisions.
These covered entities are required to implement administrative, physical and technical practices to protect the security of PHI that is electronically maintained or transmitted. Business associates of covered entities who create, receive, maintain or transmit PHI are also subject to certain HIPAA provisions. Violations of HIPAA may result in substantial civil and/or criminal fines and penalties.
The information on our website and our Investor Relations website is not incorporated by reference in this Annual Report, and our web addresses are included as an inactive textual reference only.
Accordingly, investors should monitor our Investor Relations website in addition to following our press releases, SEC filings and public conference calls and webcasts. The information on our website and our Investor Relations website is not incorporated by reference in this Annual Report, and our web addresses are included as an inactive textual reference only.
Additionally, incentive fees may be awarded if specified performance targets are met. As of December 31, 2024, 28 third-party managers operated all of the 629 properties in our SHOP segment on our behalf.
Incentive fees may be awarded if specified performance targets are met. 3 Table of Contents As of December 31, 2025, we engaged 39 third-party managers to operate the 752 properties in our SHOP segment on our behalf.
For example, we are party to certain agreements that commit us to develop properties funded through capital that we and, in certain circumstances, our joint venture partners provide. As of December 31, 2024, we had three active and committed projects pursuant to these agreements, including two projects that are unconsolidated.
For example, we are party to certain agreements that commit us to develop properties funded through capital that we and, in certain circumstances, our joint venture partners provide.
Senior housing communities that are not “qualified healthcare properties” may be managed by us directly through a taxable REIT subsidiary or by a third-party manager.
Senior housing communities that are not “qualified health care properties” may be managed by us directly through a taxable REIT subsidiary or by a third-party manager. The majority of senior housing communities in our SHOP segment are characterized as “qualified health care properties” that must be operated by third-party managers.
Imposition of sanctions associated with these laws and regulations could adversely affect the tenant’s or borrower’s ability to satisfy its obligations to us.
In our other segments, our tenants and borrowers are typically subject to these laws and regulations. Imposition of sanctions 11 Table of Contents associated with these laws and regulations could adversely affect the tenant’s or borrower’s ability to satisfy their obligations to us.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAdverse developments affecting economies throughout the world, including elevated or rising inflation, a general tightening of availability of credit (including the price, terms and conditions under which it can be obtained), the state of the public and private capital markets, decreased liquidity in certain financial markets, elevated or increased interest rates, foreign exchange fluctuations, low or declining consumer confidence, the actual or perceived state of the real estate market, tightened labor markets or significant declines in stock markets, as well as concerns regarding pandemics, epidemics and the spread of contagious diseases, could impact our business, financial condition and results of operations.
Biggest changeThe market price of our securities and our business, financial condition and results of operations may be adversely affected by changes in market conditions, including, but not limited to, the following: • The state of the public and private capital markets, including significant declines in stock markets; 35 Table of Contents • Decreased liquidity in certain financial markets; • The general tightening of availability of credit (including the price, terms and conditions under which it can be obtained); • Increases in or elevated interest rates, see also “— We are exposed to increases in interest rates, which could reduce our profitability and adversely impact our ability to refinance existing debt, sell assets or engage in acquisition, investment, development and redevelopment activity, and our decision to hedge against interest rate risk might not be effective” ; • Foreign exchange fluctuations, see also “— We may be adversely affected by fluctuations in currency exchange rates ;” • The actual or perceived state of the real estate market; • Low or declining consumer confidence; • Concerns regarding pandemics, epidemics and the spread of contagious diseases; and • Adverse developments affecting global economies, including elevated or rising inflation, recessions, economic slowdowns, tightening labor markets, rises in or high unemployment and rising prices, See also “— Macroeconomic trends, including trends relating to labor costs, unemployment, inflation, interest rates and exchange rates, may affect our business and financial results .” Further, our access to debt and equity capital depends, in part, on the trading prices of our common stock and senior notes, which, in turn, depend upon our financial condition, our growth potential and our current and expected future earnings and cash distributions.
We may not be successful in identifying suitable replacements or entering into leases, management agreements or other arrangements with new managers or tenants on a timely basis or on terms as favorable to us as our current leases or management agreements, if at all.
We may not be successful in identifying suitable replacements or entering into management agreements, leases, or other arrangements with new managers or tenants on a timely basis or on terms as favorable to us as our current management agreements or leases, if at all.
Although we may have the right under specified circumstances to terminate a lease, evict a tenant, terminate our management agreements, demand immediate repayment of outstanding loan amounts or pursue other remedies, we may not be able to enforce these rights, or we may determine it is not prudent to do so if we believe that enforcement of our rights would be more detrimental to our business than seeking alternative approaches.
Although we may have the right under specified circumstances to terminate our management agreements, terminate a lease, evict a tenant, demand immediate repayment of outstanding loan amounts or pursue other remedies, we may not be able to enforce these rights, or we may determine it is not prudent to do so if we believe that enforcement of our rights would be more detrimental to our business than seeking alternative approaches.
See “—We are exposed to increases in interest rates, which could reduce our profitability and adversely impact our ability to refinance existing debt, sell assets or engage in acquisition, investment, development and redevelopment activity, and our decision to hedge against interest rate risk might not be effective.” Elevated inflation or higher than expected interest rates due to macrodevelopments, U.S. government policies, or otherwise, could negatively impact consumer spending, our and our managers’, tenants’ and borrowers’ businesses, and future demand for our properties.
See also “— We are exposed to increases in interest rates, which could reduce our profitability and adversely impact our ability to refinance existing debt, sell assets or engage in acquisition, investment, development and redevelopment activity, and our decision to hedge against interest rate risk might not be effective .” Elevated inflation or higher than expected interest rates due to macrodevelopments, U.S. government policies or otherwise could negatively impact consumer spending, our and our managers’, tenants’ and borrowers’ businesses and future demand for our properties.
Our ability to execute this strategy successfully is affected by many factors, including the significant competition we face for acquisition, investment, development and redevelopment opportunities, the availability of suitable opportunities, our relationships with current and prospective clients and partners, our ability to obtain debt and equity capital at costs comparable to or better than our competitors and lower than the yield we earn on our acquisitions or investments and our ability to negotiate favorable terms with counterparties, including buyers and sellers of 20 assets.
Our ability to execute this strategy successfully is affected by many factors, including the significant competition we face for acquisition, investment, development and redevelopment opportunities, the availability of suitable opportunities, our relationships with current and prospective clients and partners, our ability to obtain debt and equity capital at costs comparable to or better than our competitors and lower than the yield we earn on our acquisitions or investments and our ability to negotiate favorable terms with counterparties, including buyers and sellers of assets.
We and our tenants, managers and borrowers also may post public privacy policies and other documentation regarding our or their collection, use, disclosure and other processing of personal information, and any actual or perceived failure to comply with such published policies and other documentation may carry similar consequences or subject us or them to enforcement actions, investigations or litigation if such published policies and other documentation are found to be deceptive, unfair or 31 misrepresentative of our or their actual practices.
We and our tenants, managers and borrowers also may post public privacy policies and other documentation regarding our or their collection, use, disclosure and other processing of personal information, and any actual or perceived failure to comply with such published policies and other documentation may carry similar consequences or subject us or them to enforcement actions, investigations or litigation if such published policies and other documentation are found to be deceptive, unfair or misrepresentative of our or their actual practices.
If our managers, tenants or borrowers fail to effectively conduct their operations, or to maintain and improve our properties on our behalf, it could adversely affect (i) their ability to attract and retain patients and residents in our properties, which could have an adverse effect on our and our managers’, tenants’ or borrowers’ business, financial condition or results of operations and (ii) our business reputation as the owner of the properties and the business reputation of our managers, tenants or borrowers.
If our managers, tenants or borrowers fail to effectively conduct their operations, or to maintain and improve our properties on our behalf, it could adversely affect (i) their ability to attract and retain residents and patients in our properties, which could have an adverse effect on our and our managers’, tenants’ or borrowers’ business, financial condition or results of operations (ii) our business reputation as the owner of the properties and (iii) the business reputation of our managers, tenants or borrowers.
Any reduction in the availability or rate of funding or reimbursement, or delays surrounding the approval of such funding or reimbursement, may adversely impact our managers’, tenants’ or borrowers’ operations or may cause our tenants to 14 cease making rent payment payments to us or delay or forgo leasing space in our properties, which in turn may negatively impact our business, financial condition, or results of operations.
Any reduction in the availability or rate of funding or reimbursement, or delays surrounding the approval of such funding or reimbursement, may adversely impact our managers’, tenants’ or borrowers’ operations or may cause our tenants to cease making rent payment payments to us or delay or forgo leasing space in our properties, which in turn may negatively impact our business, financial condition, or results of operations.
The legal and regulatory environment surrounding data privacy and cybersecurity is constantly evolving and can be subject to significant change. Laws and regulations governing data privacy, cybersecurity and the unauthorized disclosure of personal information pose increasingly complex compliance challenges, including the potential for inconsistent interpretation, and the implementation and maintenance of compliance measures may potentially elevate our costs.
The legal and regulatory environment surrounding data privacy and cybersecurity is constantly evolving and may be subject to significant change. Laws and regulations governing data privacy, cybersecurity and the unauthorized disclosure of personal information pose increasingly complex compliance challenges, including the potential for inconsistent interpretation, and the implementation and maintenance of compliance measures may potentially elevate our costs.
Such distributions reduce the funds we have available to finance our investment, 33 acquisition, development and redevelopment activity and may limit our ability to engage in transactions that are otherwise in the best interests of our stockholders. From time to time, we may not have sufficient cash or other liquid assets to satisfy the REIT distribution requirements.
Such distributions reduce the funds we have available to finance our investment, acquisition, development and redevelopment activity and may limit our ability to engage in transactions that are otherwise in the best interests of our stockholders. From time to time, we may not have sufficient cash or other liquid assets to satisfy the REIT distribution requirements.
Environmental laws and regulations often impose liability without regard to whether the owner was aware of, or was responsible for, the presence, release or disposal of hazardous or toxic substances or petroleum. In some circumstances, environmental liability may result from the activities of a current or former manager or 32 tenant of the property.
Environmental laws and regulations often impose liability without regard to whether the owner was aware of, or was responsible for, the presence, release or disposal of hazardous or toxic substances or petroleum. In some circumstances, environmental liability may result from the activities of a current or former manager or tenant of the property.
Our assumptions are subject to risks generally associated with development and redevelopment projects, including, among others, that: • Tenants may not lease the amount of space projected or at the projected rental rate levels or lease on the projected schedule, including due to increased competition in the market and other market and economic conditions; 23 • Our underwriting assumptions and other financial and operating metrics that we develop, such as the estimated costs necessary to develop or redevelop the property, may be inaccurate, in which case we may not be able to realize the expected benefits of the project; • We may not complete the project on schedule or within budgeted amounts; • We may not be able to recognize rental revenue even though cash rent is being paid and the lease has commenced; • We may encounter delays in obtaining or we may fail to obtain necessary zoning, land use, building, occupancy, environmental and other governmental permits and authorizations; • We may be unable to obtain financing for the project on favorable terms or at all, including at the maturity of an applicable construction loan; • Construction or other delays may provide tenants or residents the right to terminate preconstruction leases or cause us to incur additional costs, including through rent abatement; • Volatility in the price of construction materials or labor may increase our project costs; • Any partners in the project may maintain significant decision-making authority with respect to the project, which lessens our control and could lead to increased costs, project delays or disputes; • Our builders or development managers may fail to meet their obligations to us or satisfy the expectations of our tenants and partners; and • We may incorrectly forecast risks associated with development in new geographic regions or addressing markets that are new to us, including new markets where we may not have sufficient depth of market knowledge.
Our assumptions are subject to risks generally associated with development and redevelopment projects, including, among others, that: • Tenants may not lease the amount of space projected or at the projected rental rate levels or lease on the projected schedule, including due to increased competition in the market and other market and economic conditions; • Our underwriting assumptions and other financial and operating metrics that we develop, such as the estimated costs necessary to develop or redevelop the property, may be inaccurate, in which case we may not be able to realize the expected benefits of the project; • We may not complete the project on schedule or within budgeted amounts; • We may not be able to recognize rental revenue even though cash rent is being paid and the lease has commenced; • We may encounter delays in obtaining or we may fail to obtain necessary zoning, land use, building, occupancy, environmental and other governmental permits and authorizations; • We may be unable to obtain financing for the project on favorable terms or at all, including at the maturity of an applicable construction loan; 30 Table of Contents • Construction or other delays may provide tenants or residents the right to terminate preconstruction leases or cause us to incur additional costs, including through rent abatement; • Volatility in the price of construction materials or labor may increase our project costs; • Any partners in the project may maintain significant decision-making authority with respect to the project, which lessens our control and could lead to increased costs, project delays or disputes; • Our builders or development managers may fail to meet their obligations to us or satisfy the expectations of our tenants and partners; and • We may incorrectly forecast risks associated with development in new geographic regions or addressing markets that are new to us, including new markets where we may not have sufficient depth of market knowledge.
These claims may include, among other things, professional liability and general liability claims, commercial liability claims, unfair business practices claims, 29 class action claims, employment-related claims, as well as regulatory proceedings, including proceedings related to our SHOP segment, where we are typically the holder of the applicable healthcare license.
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, as well as regulatory proceedings, including proceedings related to our SHOP segment, where we are typically the holder of the applicable healthcare license.
In order to meet these tests, we may be required to forego investments we might 34 otherwise make (including investments in our tenants) or to liquidate otherwise attractive investments. This limited investment scope could also lead to financial risks or limit our flexibility during times of operating instability.
In order to meet these tests, we may be required to forego investments we might otherwise make (including investments in our tenants) or to liquidate otherwise attractive investments. This limited investment scope could also lead to financial risks or limit our flexibility during times of operating instability.
We depend on Brookdale, Ardent and Kindred to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures, and to comply with the terms of the mortgage financing, if any, affecting the properties they lease from us.
We depend on Ardent and Kindred to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures, and to comply with the terms of the mortgage financing, if any, affecting the properties they lease from us.
Any failure by any one of Brookdale, Ardent or Kindred to effectively conduct its operations or to maintain and improve the properties they lease from us could adversely affect their financial condition and, in turn, our business, financial condition and results of operations.
Any failure by any one of Ardent or Kindred to effectively conduct its operations or to maintain and improve the properties they lease from us could adversely affect their financial condition and, in turn, our business, financial condition and results of operations.
These adverse weather and natural events could cause substantial damages or losses to our properties that could exceed our or our managers’, tenants’ or borrowers’ property insurance coverage. 25 Any of these events could cause a major power outage, leading to a disruption of our systems and operations.
These adverse weather and natural events could cause substantial damages or losses to our properties that could exceed our or our managers’, tenants’ or borrowers’ property insurance coverage. Any of these events could cause a major power outage, leading to a disruption of our systems and operations.
If any of these occur, our and our managers’, tenants’ and borrowers’ businesses, reputation, results of operations (including results of properties) or financial condition could be adversely affected. 30 Our investments may expose us to unknown liabilities.
If any of these occur, our and our managers’, tenants’ and borrowers’ businesses, reputation, results of operations (including results of properties) or financial condition could be adversely affected. Our investments may expose us to unknown liabilities.
If we or they are unable to successfully navigate these trends, our business, financial condition and results and that of our managers, tenants and borrowers could be adversely affected.
If we or they are unable to successfully navigate these trends, our business, financial condition and operating results and that of our managers, tenants and borrowers could be adversely affected.
Other risks that our significant acquisition and investment activity, including our developments and redevelopments, presents include that: • We may be unable to successfully integrate the operations, personnel or systems of acquired companies, maintain consistent standards, controls, policies and procedures, retain key personnel or companies we acquire or realize the anticipated benefits of acquisitions and other investments within the anticipated time frame if at all; • Our underwriting assumptions, including projections of estimated future revenues and expenses and anticipated synergies and other costs savings, and other financial and operating metrics that we develop may be inaccurate, in which case we may not be able to realize the expected benefits of the acquisition, investment, development or redevelopment; • Our leverage could increase or our per share financial results could decline if we incur additional debt or issue equity securities to finance acquisitions and investments; • Acquisitions and investments could divert management’s attention from our existing assets; • The value of the assets we acquire or invest in may decline or we may not realize the expected return on the developments or redevelopments we undertake; and • If our acquisitions, investments, developments and redevelopments are not successful, the market price of our common stock may decline.
Other risks that our significant acquisition and investment activity, including our developments and redevelopments, presents include that: • We may be unable to successfully integrate the operations, personnel or systems of acquired companies, maintain consistent standards, controls, policies and procedures, retain key personnel or companies we acquire or realize the anticipated benefits of acquisitions and other investments within the anticipated time frame if at all; • Our underwriting assumptions, including projections of estimated future revenues and expenses and anticipated synergies and other costs savings, and other financial and operating metrics that we develop may be inaccurate, in which case we may not be able to realize the expected benefits of the acquisition, investment, development or redevelopment; • Our leverage could increase or our per share financial results could decline if we incur additional debt or issue equity securities to finance acquisitions and investments; • Acquisitions and investments could divert management’s attention from our existing assets; • The value of the assets we acquire or invest in may decline or we may not realize the expected return on the developments or redevelopments we undertake; • If our acquisitions, investments, developments and redevelopments are not successful, the market price of our common stock may decline; and • Acquisitions may expose us to unknown liabilities.
The viability of these hospitals, in turn, depends on a solid quality and mix of healthcare services provided, successful competition for patients, physicians and physician groups, positive demographic trends in the surrounding community, positive macroeconomic conditions, superior market position and growth potential as well as the ability of the affiliated health systems to provide economies of scale and access to capital.
The viability of these hospitals, in turn, depends on the quality and mix of healthcare services provided, successful competition for patients, physicians and physician groups, positive demographic trends in the surrounding community, positive macroeconomic conditions, superior market position and growth potential as well as the ability of the affiliated health systems to provide economies of scale and access to capital.
A high level of indebtedness on an absolute basis or as a ratio to our cash flow could also have the following consequences: • Potential limits on our ability to adjust rapidly to changing market conditions and vulnerability in the event of a downturn in general economic conditions or in the real estate or healthcare industries; • Potential impairment of our ability to obtain additional financing to execute on our business strategy; and • Potential downgrade in the rating of our debt securities by one or more rating agencies, which could have the effect of, among other things, limiting our access to capital and increasing our cost of borrowing.
A high level of indebtedness on an absolute basis or as a ratio to our cash flow could also have the following consequences: 36 Table of Contents • Potential limits on our ability to adjust rapidly to changing market conditions and vulnerability in the event of a downturn in general economic conditions or in the real estate or healthcare industries; • Potential impairment of our ability to obtain additional financing to execute on our business strategy; and • Potential downgrade in the rating of our debt securities by one or more rating agencies, which could have the effect of, among other things, limiting our access to capital and increasing our cost of borrowing.
These risks would be magnified where we lease multiple properties to a single third party, as a failure or default would expose us to these risks across multiple properties.
These risks would be magnified where we lease multiple properties to a single third party, as a failure or default could expose us to these risks across multiple properties.
See “—Changes in the U.S. political and regulatory environment could affect availability of government funding that we or our managers, tenants or borrowers rely on, which could negatively impact our business.” 19 The research and development, clinical testing, manufacture and marketing of some of our tenants’ products require federal, state and foreign regulatory approvals.
See also “— Changes in the U.S. political and regulatory environment could affect availability of government funding that we or our managers, tenants or borrowers rely on, which could negatively impact our business .” The research and development, clinical testing, manufacture and marketing of some of our tenants’ products require federal, state and foreign regulatory approvals.
If our managers’, tenants’ or borrowers’ financial condition or business prospects deteriorate, our business, financial condition and results of operations could be adversely affected. We rely heavily on our managers, tenants and borrowers and their ability to perform their obligations to us, regardless of whether our relationship is structured as a lease, as a management contract or as a loan.
If our managers’, tenants’ or borrowers’ financial condition or business prospects deteriorate, our business, financial condition and results of operations could be adversely affected. We rely heavily on our managers, tenants and borrowers and on their ability to perform their obligations to us, regardless of whether our relationship is structured as a management agreement, lease or loan.
To the extent the Company is required to pay any taxes under existing laws or due to future changes in law, we will have less cash available for distribution to shareholders. The 90% distribution requirement will decrease our liquidity and may limit our ability to engage in otherwise beneficial transactions.
To the extent the Company is required to pay any taxes under existing laws or due to future changes in law, we will have less cash available for distribution to stockholders. The 90% distribution requirement will decrease our liquidity and may limit our ability to engage in otherwise beneficial transactions.
These investments and ventures involve significant risk, including, among others, the following: • We may be unable to take actions that are opposed by our partners under arrangements that require us to share decision-making authority; • For investments and ventures in which we have a noncontrolling interest, our partners may take actions that we oppose; • If our partners become bankrupt, insolvent or otherwise fail to fund their share of required capital contributions or fulfill other partner obligations, we may choose to or be required to contribute that capital; • Our partners may seek to redeem their investment, and may do so simultaneously, causing the venture to seek capital to satisfy these requests on less than optimal terms; • Some of our investments and ventures may incur indebtedness; in some cases, we may guarantee the payment of such indebtedness, in whole or in part; depending on credit market conditions, the refinancing or payoff of such indebtedness may require equity capital calls, which we or our partners may not be capable of funding or which may be required at inopportune times; • We may be subject to restrictions on our ability to transfer our interest in the investment or venture, which may require us to retain our interest at a time when we would otherwise prefer to sell it; • Our partners may have business interests or goals that conflict with our business interests and goals, including the timing, terms and strategies for any investments, and what levels of financing to incur or carry; • Our partners may be structured differently than us for tax purposes and this could create conflicts of interest, including with respect to our compliance with the REIT requirements, and our REIT status could be jeopardized if any of our joint ventures do not operate in compliance with REIT requirements; • Our investments or ventures or our partners may be unable to meet their financial or other obligations to us or to the investment or venture, including any obligation to provide equity to the investment or venture or indemnify us or the investment or venture for losses; • Our partners may have competing interests in our markets that could create conflicts of interest; • We could experience an impasse on certain decisions where we do not have sole decision-making authority, which could require us to expend additional resources on resolving such impasses or potential disputes; • We could become engaged in a dispute with any of our partners that could lead to the sale of either parties’ ownership interest or the underlying assets; • Disagreements with our partners could result in litigation or arbitration; and 22 • We may suffer other losses as a result of actions taken by our partners.
These investments and ventures involve significant risk, including, among others, the following: • We may be unable to take actions that are opposed by our partners under arrangements that require us to share decision-making authority; 28 Table of Contents • For investments and ventures in which we have a noncontrolling interest, our partners may take actions that we oppose; • If our partners become bankrupt, insolvent or otherwise fail to fund their share of required capital contributions or fulfill other partner obligations, we may choose to or be required to contribute that capital; • Our partners may seek to redeem their investment, and may do so simultaneously, causing the venture to seek capital to satisfy these requests on less than optimal terms; • Some of our investments and ventures may incur indebtedness; in some cases, we may guarantee the payment of such indebtedness, in whole or in part; depending on credit market conditions, the refinancing or payoff of such indebtedness may require equity capital calls, which we or our partners may not be capable of funding or which may be required at inopportune times; • We may be subject to restrictions on our ability to transfer our interest in the investment or venture, which may require us to retain our interest at a time when we would otherwise prefer to sell it; • Our partners may have business interests or goals that compete with or conflict with our business interests and goals, including the timing, terms and strategies for any investments, and what levels of financing to incur or carry; • Our partners may be structured differently than us for tax purposes and this could create conflicts of interest, including with respect to our compliance with the REIT requirements, and our REIT status could be jeopardized if any of our joint ventures do not operate in compliance with REIT requirements; • Our investments or ventures or our partners may be unable to meet their financial or other obligations to us or to the investment or venture, including any obligation to provide equity to the investment or venture or indemnify us or the investment or venture for losses; • We could experience an impasse on certain decisions where we do not have sole decision-making authority, which could require us to expend additional resources on resolving such impasses or potential disputes; • We could become engaged in a dispute with any of our partners that could lead to the sale of either party’s ownership interest or the underlying assets; • Disagreements with our partners could result in litigation or arbitration; and • We may suffer other losses as a result of actions taken by our partners.
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.
In addition, 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.
A debtor-lessee may reject our lease in a bankruptcy proceeding, and any claim we have for unpaid rent might not be paid in full. We may be unable to exercise available termination rights under our management contracts during the pendency of any bankruptcy petition.
A debtor-lessee may reject our lease in a bankruptcy proceeding, and any claim we have for unpaid rent might not be paid in full. We may be unable to exercise available termination rights under our management contracts or leases during the pendency of any bankruptcy petition.
When a change of control of a managers, tenant or borrower occurs, that manager’s, tenant’s or borrower’s strategy, financial condition, management team or real estate needs may change, any of which could adversely affect our relationship with that party and our revenues and results of operations.
When a change of control of a manager, tenant or borrower occurs, that manager’s, tenant’s or borrower’s strategy, financial condition, management team or real estate needs may change, any of which could adversely affect our relationship with that party and our revenues and results of operations.
The generally fixed rate nature of a significant portion of our revenues and the variable rate nature of certain of our debt obligations create interest rate risk. If interest rates continue to rise or remain elevated, the costs of our existing variable rate debt would increase or remain elevated and any new debt that we incur could increase.
The generally fixed rate nature of a significant portion of our revenues and the variable rate nature of certain of our debt obligations create interest rate risk. If interest rates rise or remain elevated, the costs of our existing variable rate debt would increase or remain elevated and any new debt that we incur could increase.
Our third-party managers and tenants operate or exert substantial control over the properties that they manage for or rent from us, which limits our control and influence over operations and results. A significant portion of our properties are either managed for us by third-party managers or leased from us by third-party tenants.
Our managers and tenants operate or exert substantial control over the properties that they manage or lease from us, which limits our control and influence over operations and results. A significant portion of our properties are either managed for us by third-party managers or leased from us by third-party tenants.
For example, timing differences between the actual receipt of income and actual payment of deductible expenses, on the one hand, and the inclusion of that income and deduction of those expenses in arriving at our taxable income, on the other hand, or non-deductible expenses such as principal amortization or repayments or capital expenditures in excess of non-cash deductions may prevent us from having sufficient cash or liquid assets to distribute 100% of our REIT taxable income.
For example, timing differences between the actual receipt of income and actual payment of deductible expenses, on the one hand, and the inclusion of that income and deduction of those expenses in 44 Table of Contents arriving at our taxable income, on the other hand, or non-deductible expenses such as principal amortization or repayments or capital expenditures in excess of non-cash deductions may prevent us from having sufficient cash or liquid assets to distribute 100% of our REIT taxable income.
See “—We face potential adverse consequences from the bankruptcy, insolvency or financial deterioration of our managers, tenants, borrowers and other obligors.” Although our loan agreements give us the right to exercise, under certain circumstances, certain remedies in the event of a default on the obligations owing to us, we may decide not to exercise those remedies for one or more reasons.
See also “— We face potential adverse consequences from the bankruptcy or insolvency of our managers, tenants, borrowers and other obligors .” Although our loan agreements give us the right to exercise, under certain circumstances, certain remedies in the event of a default on the obligations owing to us, we may decide not to exercise those remedies for one or more reasons.
If we incur a loss greater than insured limits, or if for any reason insurance coverage is unavailable, we could lose our capital invested in the affected property, as well as anticipated future revenue from that property. Any such loss could materially and adversely affect our business, financial condition and results of operations.
If we incur a loss from these kinds of events greater than insured limits, or if for any reason insurance coverage is unavailable, we could lose our capital invested in the affected property, as well as anticipated future revenue from that property. Any such loss could materially and adversely affect our business, financial condition and results of operations.
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, such as maintaining debt service coverage, leverage ratios and minimum net worth requirements.
Covenants in the instruments governing our and our subsidiaries’ existing indebtedness limit our operational flexibility, and a covenant breach could adversely affect our operations. 38 Table of Contents The terms of the instruments governing our existing indebtedness require us to comply with certain customary financial and other covenants, such as maintaining debt service coverage, leverage ratios and minimum net worth requirements.
If any of the foregoing occurs, our and our managers’, tenants’ and borrowers’ businesses, reputation, results of operations (including results of properties) or financial condition could be adversely affected. The amount and scope of insurance coverage provided by our policies and policies maintained by our managers, tenants or other counterparties may not adequately insure against losses.
If any of the foregoing occurs, our and our managers’, tenants’ and borrowers’ businesses, reputation, results of operations (including results of properties) or financial condition could be adversely affected. 42 Table of Contents The amount and scope of insurance coverage provided by our policies and policies maintained by our managers, tenants or other counterparties may not adequately insure against losses.
Our operating performance is impacted by the economic conditions of the specific markets in which we have concentrations of properties and could be adversely affected if conditions become less favorable in any such markets. A substantial portion of our value is derived from properties in California, New York, Texas, Illinois and Quebec, Canada.
Our operating performance is impacted by the economic conditions of the specific markets in which we have concentrations of properties and could be adversely affected if conditions become less favorable in any such markets. A substantial portion of our revenues are derived from properties in California, Texas, New York, Quebec, Canada and Illinois.
These tenants, particularly those involved in developing and marketing pharmaceutical or other life science products, require significant outlays of funds for the research and development, clinical testing, manufacture and commercialization of their products and technologies, as well as to fund their other obligations, including rent payments to us.
These tenants, particularly those involved in developing and marketing pharmaceutical or other life science products, require significant outlays of funds for the research and development, clinical testing, manufacture and commercialization of their products and technologies, as well as to fund their other obligations, including rent 25 Table of Contents payments to us.
For more information about applicable data privacy and cybersecurity laws and regulations, see “Government Regulation—United States Healthcare Regulation, Licensing and Enforcement—Data Privacy and Cybersecurity” for a discussion of U.S. data privacy and cybersecurity laws and regulations and “Government Regulation—International Healthcare Regulation” for a discussion of international data privacy and cybersecurity laws and regulations.
For more information about applicable data privacy and cybersecurity laws and regulations, see “Government Regulation—United States Healthcare Regulation, Licensing and Enforcement—Data Privacy and Cybersecurity” for a discussion of U.S. data privacy and cybersecurity laws and regulations and “Government Regulation—Foreign Healthcare Regulation” for a discussion of foreign data privacy and cybersecurity laws and regulations.
We depend on these third parties to operate these properties in a manner that complies with applicable law and regulation, minimizes legal risk and maximizes the value of our investment. These third parties may have business interests, goals and competing interests which conflict with ours that could create a conflict of interest.
We depend on these third parties to operate our properties in a manner that complies with applicable law and regulation, minimizes legal risk and maximizes the value of our investment. These third parties may have business interests, goals and competing interests which conflict with ours.
The collateral securing our mortgages and other loans may include equity interests in an entity with unexpected liabilities that limits the value of those equity interests, or the equity interests may be subject to securities law restrictions that limit our ability to sell those interests in a timely manner, if at all.
The collateral securing our loans may include equity interests in an entity with unexpected liabilities that limits the value of those equity interests, or the equity interests may be subject to securities law restrictions that limit our ability to sell those interests in a timely manner, if at all.
Any delay or costs incurred in selling or repositioning acquired collateral could adversely affect our ability to recover the full amount of our investment. Our ongoing strategy depends, in part, upon identifying and consummating future acquisitions and investments and effectively managing our expansion opportunities.
Any delay or costs incurred in selling or repositioning acquired collateral could adversely affect our ability to recover the full amount of our investment. Our ongoing strategy depends, in part, upon identifying and consummating future acquisitions and investments and effectively managing our external growth opportunities.
Impairments, reserves, allowances and credit losses are based on estimates and assumptions that are inherently uncertain, may increase or decrease in the future and may not represent or reflect the ultimate value of, or loss that we ultimately realize with respect to, the relevant assets.
Impairments, reserves, allowances and credit losses are based on estimates and assumptions that are inherently uncertain, may increase or decrease in the future and may not represent or reflect the ultimate 32 Table of Contents value of, or loss that we ultimately realize with respect to, the relevant assets.
Our leases and management agreements provide us, our managers and our tenants with termination rights in certain circumstances. If our leases or management agreements are not renewed or are otherwise terminated, we may attempt to reposition those properties with one or more managers or tenants, as applicable, or for an alternative use.
Our management agreements and leases provide us and our managers and tenants with termination rights in certain circumstances. If our management agreements or leases are not renewed or are otherwise terminated, we may attempt to transition those properties to one or more managers or tenants or reposition those properties for an alternative use.
Even if a tenant renews its lease with us, or a manager renews its management agreement with us, we cannot assure you that the renewals will be on favorable terms.
Even if a manager or tenant renews its agreement with us, we cannot assure you that the renewals will be on favorable terms.
We are exposed to increases in or elevated interest rates in the short term through our variable-rate borrowings, which consist of borrowings under our unsecured credit facility, our unsecured term loans, our commercial paper program and certain other credit facilities.
We are exposed to increases in or elevated interest rates in the short term through our variable-rate borrowings, which consist of borrowings under our 37 Table of Contents unsecured credit facility, our unsecured term loans, our commercial paper program and certain other credit facilities.
We have a significant amount of outstanding indebtedness and may incur additional indebtedness in the future. As of December 31, 2024, we had approximately $13.6 billion of outstanding principal indebtedness. The instruments governing our existing indebtedness permit us to incur substantial additional debt, including secured debt, and we may satisfy our capital and liquidity needs through additional borrowings.
We have a significant amount of outstanding indebtedness and may incur additional indebtedness in the future. As of December 31, 2025, we had approximately $13.1 billion of outstanding principal indebtedness. The instruments governing our existing indebtedness permit us to incur substantial additional debt, including secured debt, and we may satisfy our capital and liquidity needs through additional borrowings.
The mortgages and other loans we hold may have other limiting characteristics that result in us not having full recourse to the collateral securing those obligations or may limit our flexibility if we foreclose on the collateral.
Our loans may have other limiting characteristics that result in us not having full recourse to the collateral securing those obligations or may limit our flexibility if we foreclose on the collateral.
For example, California SB-525, which was signed into law in June 2023 and became effective for healthcare workers in 2024, requires certain healthcare facility employers to pay wages for certain covered employees that are higher than other state-mandated minimum wages.
For example, California 20 Table of Contents SB-525, which was signed into law in June 2023 and became effective for healthcare workers in 2024, requires certain healthcare facility employers to pay wages for certain covered employees that are higher than other state-mandated minimum wages.
Even if we successfully foreclose on any collateral securing our mortgages and other loans, costs related to enforcement of our remedies, high loan-to-value ratios or declines in the value of the collateral could prevent us from realizing the full amount of our investment and we could be required to record a reserve or valuation allowance with respect to such loans.
Even if we successfully foreclose on any collateral securing our loans, costs related to enforcement of our remedies, high loan-to-value ratios or declines in the value of the collateral could prevent us from realizing the 26 Table of Contents full amount of our investment and we could be required to record a reserve or valuation allowance with respect to such loans.
Although we have implemented various measures designed to manage risks to our information technology systems and networks relating to these types of events, these measures could prove to be inadequate.
The various measures we have designed to manage risks to our information technology systems and networks relating to these types of events could prove to be inadequate.
These minority investments usually entitle us to typical rights and protections but inherently involve a lesser degree of control over business operations than if we owned a majority interest. In the future, we may enter into additional co-investments, partnerships and joint ventures, either through VIM or otherwise.
We also own minority investments in properties and unconsolidated operating entities. These minority investments usually entitle us to typical rights and protections but inherently involve a lesser degree of control over business operations than if we owned a majority interest. In the future, we may enter into additional co-investments, partnerships and joint ventures, either through VIM or otherwise.
This risk may be exacerbated if market conditions at the time of the renewal are not as favorable as they were at the time the lease or management agreement was initially entered into or if the manager or tenant is subject to financial or operational difficulties.
This risk may be exacerbated if market conditions at the time of the renewal are not as favorable 24 Table of Contents as they were at the time the agreement was initially entered into or if the manager or tenant is subject to financial or operational difficulties.
Our investments in and acquisitions of properties may be unsuccessful or fail to meet our expectations. We have made and expect to continue to make significant acquisitions and investments as part of our overall business strategy.
Our investments and acquisitions may be unsuccessful or fail to meet our expectations. We have made, and expect to continue making, significant acquisitions and investments as part of our overall business strategy.
Moreover, no amount of hedging activity can fully insulate us from the risks associated with changes in interest rates. Failure to hedge effectively against interest rate risk, if we choose to engage in such activities, could adversely affect our business, financial condition and results of operations.
Moreover, no amount of hedging activity can fully insulate us from the risks associated with changes in interest rates. Failure to hedge effectively against interest rate risk, if we choose to engage in such activities, could adversely affect our business, financial condition and results of operations. We may be adversely affected by fluctuations in currency exchange rates.
While we endeavor to invest in a diversified portfolio, there can be no 15 assurance that in a particular economic or operational environment all assets will perform equally well or that our balance sheet will be appropriately balanced. Each of our asset classes are subject to their own dynamics and their own specific operational, financial, compliance, regulatory and market risks.
There can be no assurance that in a particular economic or operational environment all assets will perform equally well or that our balance sheet will be appropriately balanced. Each of our asset classes are subject to their own dynamics and their own specific operational, financial, compliance, regulatory and market risks.
Depending on the jurisdiction, there are limited barriers to developing properties in our asset classes, particularly senior housing. As a result, supply and demand dynamics can change quickly. We may be unable to rebalance our portfolio in a timely manner in order to respond to changes in those dynamics.
Depending on the jurisdiction, there are limited barriers to developing properties in our asset classes, particularly senior housing. As a result, supply and demand dynamics can change quickly. We may be unable to rebalance our portfolio in a timely manner in order to respond to changes in those dynamics. Development, redevelopment and construction risks could affect our profitability.
We may be adversely affected by fluctuations in currency exchange rates. Our ownership of properties in Canada and the United Kingdom currently subjects us to fluctuations in the exchange rates between U.S. dollars and Canadian dollars or the British pound, which may, from time to time, impact our financial condition and results of operations.
Our ownership of properties in Canada and the United Kingdom currently subjects us to fluctuations in the exchange rates between U.S. dollars and Canadian dollars or the British pound, which may, from time to time, impact our financial condition and results of operations.
While we believe we have taken commercially reasonable steps, and depend on our managers, tenants and borrowers, to comply with applicable data privacy and cybersecurity laws and regulations, these laws and regulations are in some cases relatively new and the interpretation and application of these laws and regulations are uncertain.
While we believe we have taken commercially reasonable steps, and depend on our managers, tenants and borrowers to take commercially reasonable steps to comply with applicable data privacy and cybersecurity laws and regulations, these laws and regulations are complex and the interpretation and application of these laws and regulations may in some cases be uncertain.
Our ability to reposition our properties with a suitable replacement manager or tenant or for an alternative use 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.
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.
Under the Code, no more than 20% of the value of the gross assets of a REIT may be represented by securities of one or more TRSs.
Under the Code, no more than 20% (25%, commencing in 2026) of the value of the gross assets of a REIT may be represented by securities of one or more TRSs.
We may be required to recognize reserves, allowances, credit losses or impairment charges. Declines in the value of our properties or other assets or loan collateral, financial deterioration of our borrowers or other obligors or other factors may result in the recognition of reserves, allowances, credit losses or impairment charges.
Declines in the value of our properties or other assets or loan collateral, financial deterioration of our borrowers or other obligors or other factors may result in the recognition of reserves, allowances, credit losses or impairment charges.
As a result, we are subject to increased exposure to adverse conditions affecting these regions, including downturns in the local economies or changes in local real estate conditions, changing demographics, increased construction and competition or decreased demand for our properties, regional climate events, such as wildfires, earthquakes or storms, regional disruptions to, or limited availability of, utilities and other services and changes in the state and local legal and regulatory environment.
As a result, we are subject to increased exposure to adverse conditions affecting 19 Table of Contents these regions, including downturns in the local economies or changes in local real estate conditions, changing demographics, increased construction and competition or decreased demand for our properties, regional disruptions to, or limited availability of, utilities and other services and changes in the state and local legal and regulatory environment.
See also “—If a borrower defaults, we may be unable to obtain payment, successfully foreclose on collateral or realize the value of any collateral, which could adversely affect our ability to recover our investment” below.
If a borrower defaults, we may be unable to obtain payment, successfully foreclose on collateral or realize the value of any collateral, which could adversely affect our ability to recover our investment .
Further, if a manager, tenant or borrower defaults or fails to pay its outstanding obligations at a time when terminating our agreement with, or replacing, such manager, tenant or borrower may be extremely difficult or impossible, we may elect instead to amend such agreement, which may be on terms that are less favorable to us than the original agreements and may have a material adverse effect on our results of operations and financial condition.
Further, if a manager, tenant or borrower defaults or fails to pay its outstanding obligations at a time when it is difficult or not possible to terminate our agreement with or replace such manager, tenant or borrower, we may elect instead to amend such agreement or lease, which may be on terms that are less favorable to us than the original agreements and may have a material adverse effect on our results of operations and financial condition.
In order to maintain our qualification as a REIT, we must satisfy a number of requirements, generally including requirements regarding the ownership of our stock, requirements regarding the composition of our assets, a requirement that at least 95% of our gross income in any year must be derived from qualifying sources, and a requirement to make distributions to our stockholders aggregating annually at least 90% of our net taxable income, excluding capital gains.
In order to maintain our qualification as a REIT, we must satisfy a number of requirements, generally including requirements regarding the ownership of our stock, requirements regarding the composition of our assets, requirements regarding the sources of our income, and a requirement to make distributions to our stockholders aggregating annually at least 90% of our net taxable income, excluding capital gains.
We and our managers, tenants and borrowers may be adversely affected by regulation and enforcement. We and our managers, tenants and borrowers are subject to or impacted by extensive and frequently changing federal, state, local and international laws and regulations.
We and our managers, tenants and borrowers may be adversely affected by regulation and enforcement. 40 Table of Contents We and our managers, tenants and borrowers are subject to or impacted by extensive and frequently changing federal, state, local and foreign laws and regulations.
As set forth below, we believe that the risks we face generally fall into the following categories: • Risks Related to Our Business Operations and Strategy • Our Capital Structure Risks • Our Legal, Compliance and Regulatory Risks • Our REIT Status Risks 13 Risks Related to Our Business Operations and Strategy Macroeconomic trends, including trends relating to labor costs, unemployment, inflation, interest rates and exchange rates, may affect our business and financial results.
As set forth below, we believe that the risks we face generally fall into the following categories: • Risks Relating to Our Business Operations and Strategy • Risks Relating to Our Capital Structure • Risks Relating to Legal, Compliance and Regulatory • Risks Relating to Our REIT Status Risks Relating to Our Business Operations and Strategy Macroeconomic trends, including trends relating to labor costs, unemployment, inflation, interest rates and exchange rates, may affect our business and financial results. 18 Table of Contents Macroeconomic trends, including unfavorable trends relating to labor costs, unemployment, inflation, interest rates and exchange rates, may adversely impact our business, financial condition and results of operations.
Increases in or elevated interest rates may result in a decrease in the value of our real estate, a decrease in the market price of our common stock and a decrease in our cash flows and net income.
Increases in or elevated interest rates may also result in a decrease in the value of our real estate and a decrease in our cash flows and net income.
Any contractual protections with such third parties, such as indemnification obligations to us, if any at all, may be ineffective or otherwise inadequate. 26 In the event of a cybersecurity threat or incident involving us or our managers, tenants, borrowers, investments in unconsolidated entities, vendors, suppliers, service providers or other third parties with whom we do business, we and they may be required to make a significant investment to attempt to mitigate or remediate the effects of any cybersecurity threats incidents, and such efforts may not be successful.
In the event of a cybersecurity threat or incident involving us or our managers, tenants, borrowers, investments in unconsolidated entities, vendors, suppliers, service providers or other third parties with whom we do business, we and they may be required to make a significant investment to attempt to mitigate or remediate the effects of any cybersecurity threats incidents, and such efforts may not be successful.
Our operating assets 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.
Foreign Corrupt Practices Act. 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.
Also, the law relating to the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other entities more attractive relative to an investment in a REIT.
Also, the law relating to the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other entities more attractive relative to an investment in a REIT. ITEM 1B. Unresolved Staff Comments None.
If a borrower defaults under a mortgage or other loan for which we are the lender, we may attempt to obtain payment in full or foreclose on the collateral securing the loan, including by acquiring any pledged equity interests or acquiring title to the subject properties, to protect our investment.
If a borrower under one of our loans defaults, we may attempt to obtain payment in full or foreclose on the collateral securing the loan, including by acquiring any pledged equity interests or acquiring title to the subject properties, to protect our investment.
While our leases and management agreements may be renewed, either pursuant to prenegotiated renewal rights or through negotiation, there can be no assurance that our tenants will renew their leases with us, or our managers will renew their management agreements with us.
We are party to management agreements with our SHOP managers and leases with our NNN and OM&R tenants. While our management agreements and leases may be renewed, either pursuant to prenegotiated renewal rights or through negotiation, there can be no assurance that our managers or tenants will renew with us.
Accordingly, we and our managers, tenants and borrowers are subject to a variety of stringent data privacy and cybersecurity laws and regulations at the state, federal and international level, as well as contractual requirements and other obligations related to data privacy and cybersecurity.
Accordingly, we and our managers, tenants and borrowers are subject to a variety of stringent data privacy and cybersecurity laws and regulations at the state and federal level and outside the United States (including HIPAA and the U.K. GDPR), as well as contractual requirements and other obligations related to data privacy and cybersecurity.
We do not control the information technology systems and network or cybersecurity measures put in place by our managers, tenants, borrowers, investments in unconsolidated entities, vendors, suppliers, service providers or other third parties with whom we do business, all of whom are subject to risks associated with cybersecurity threats and incidents.
We generally do not control the information technology systems and network or cybersecurity measures put in place by our managers, tenants, borrowers, investments in unconsolidated entities, vendors, suppliers, service providers or other third parties with whom we do business, and their information systems are subject to risks associated with cybersecurity threats and incidents that could impact their operations and have consequences for us.
Certain of our tenants, including certain university tenants, may depend on NIH grants and reimbursements to partially fund research and in some cases to pay rent for space in our properties. In addition, federal policymakers have announced proposals to reduce overall healthcare spending, including with respect to Medicaid funding, which could impact our healthcare provider tenants and borrowers.
Certain of our tenants, including certain university tenants, may depend on NIH grants and reimbursements to partially fund research and in some cases to pay rent for space in our properties. In addition, federal policymakers have proposed and enacted policies to reduce overall healthcare spending which could impact our managers, tenants and borrowers.
If our information technology systems or networks are compromised, they could become inoperable for extended periods of time, cease to function properly or fail to adequately secure confidential and personal information, which could have an adverse impact on our ability to operate our business.
If our information technology systems or networks are compromised, they could become inoperable for extended periods of time, cease to function properly or fail to adequately secure confidential and personal information, which could have an adverse impact on our ability to operate our business, as well as create the risk of legal or regulatory liability, which may be significant.
We are highly dependent on access to the debt and equity capital markets. We cannot assure you that we will be able to raise the capital necessary to meet our debt service obligations, make distributions to our stockholders or make future investments necessary to implement our business strategy if our cash flow from operations is insufficient to satisfy these needs.
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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur processes for assessing, identifying, and managing material risks from cybersecurity threats and incidents are integrated into our multi-disciplinary enterprise risk management (“ERM”) process. Our ERM process is managed through our ERM Committee, which we have established to assess, identify and manage enterprise-wide risks to the Company, and is comprised of personnel from our senior leadership team.
Biggest changeOur ERM process is managed through our ERM Committee, which we have established to assess, identify and manage enterprise-wide risks to the Company, and is comprised of personnel from our senior leadership team. The ERM Committee is convened at least quarterly to review and update our top risks, including cybersecurity risks.
See “Risk Factors—Our Legal, Compliance and Regulatory Risks—Cybersecurity threats and incidents could disrupt our operations or the operations of the third parties with whom we do business, invest in or lend to, result in the loss of or unauthorized access to confidential or personal information or damage our or their business relationships and reputation” included in Part I, Item 1A of this Annual Report.
See “Risk Factors—Risks Relating to Legal, Compliance and Regulatory—Cybersecurity threats and incidents could disrupt our operations or the operations of the third parties with whom we do business, invest in or lend to, result in the loss of or unauthorized access to confidential or personal information or damage our or their business relationships and reputation” included in Part I, Item 1A of this Annual Report.
Although we have implemented various measures designed to manage risks relating to these types 36 of events, these measures and the systems supporting them could prove to be inadequate and, if compromised, could become inoperable for extended periods of time, cease to function properly or fail to adequately secure confidential or personal information.
Although we have implemented various measures designed to manage risks relating to these types of events, these measures and the systems supporting them could prove to be inadequate and, if compromised, could become inoperable for extended periods of time, cease to function properly or fail to adequately secure confidential or personal information.
However, we do not control the cybersecurity plans and systems put in place by such third parties and we may have limited contractual protections with such third parties, such as indemnification obligations to us, which could cause us to be negatively impacted as a result; • Provide employees with the training, tools and resources designed to protect the Company from cybersecurity threats and incidents and to identify and report such threats and incidents.
However, we do not control the cybersecurity plans and systems put in place by such third parties and we may 47 Table of Contents have limited contractual protections with such third parties, such as indemnification obligations to us, which could cause us to be negatively impacted as a result; • Provide employees with the training, tools and resources designed to protect the Company from cybersecurity threats and incidents and to identify and report such threats and incidents.
Such plans are informed by our testing and monitoring activities and set forth actions to be taken in responding to and recovering from cybersecurity incidents which include procedures for assessing the severity of such threats and incidents, escalating and disseminating information and containing, investigating and remediating threats and incidents; • Engage third-party security firms to monitor and respond to cybersecurity threats and incidents, including those associated with our use of third-party vendors and service providers, and conduct periodic penetration tests with the aim of identifying and remediating vulnerabilities; • Periodically evaluate and assess cybersecurity risks associated with our use of key third-party business partners, vendors and service providers.
Such plans are informed by our testing and monitoring activities and set forth actions to be taken in responding to and recovering from cybersecurity incidents which include procedures for assessing the severity of such threats and incidents, escalating and disseminating information and containing, investigating and remediating threats and incidents; • Engage third-party security firms to monitor and respond to cybersecurity threats and incidents, including risks associated with our use of third-party vendors and service providers, and conduct periodic penetration tests with the aim of identifying and remediating vulnerabilities; • Periodically evaluate and assess cybersecurity risks associated with our use of key third-party managers, business partners, vendors and service providers, including their access, if any, to our information systems.
As of December 31, 2024, the Company is not aware of any cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect the Company, including with respect to our business strategy, results of operations or financial condition.
As of December 31, 2025, the Company was not aware of any cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect the Company, including with respect to our business strategy, results of operations or financial condition.
Our Chief Information Officer will work with the appropriate leaders and employees in any impacted business groups, as well as appropriate personnel in our finance, legal and other departments, to assess the risks to the Company and potential impact while determining appropriate remediation steps.
Our Chief Information Officer then works with the appropriate leaders and employees in any impacted business groups, as well as appropriate personnel in our finance, legal and other departments, to assess the risks to the Company and potential impact while determining appropriate remediation steps.
Ventas considers cybersecurity risk a serious threat to our assets and our people and has put processes in place designed to mitigate the risk and impact of any such cybersecurity threat or incident.
Ventas considers cybersecurity risk a serious threat and has put processes in place designed to mitigate the risk and impact of any such cybersecurity threat or incident.
Risk Management and Strategy As part of our cybersecurity risk management process, we: • Periodically review and implement procedures that endeavor to follow the cybersecurity standards set forth by the National Institute of Standards and Technology, including procedures with respect to evaluation and monitoring of cybersecurity threats and incidents; • Implement, maintain and regularly review incident response plans to manage cybersecurity threats and incidents and further improve our preparedness and response infrastructure.
Risk Management and Strategy As part of our cybersecurity risk management process, we: • Periodically review and implement procedures that endeavor to follow the cybersecurity standards set forth by the National Institute of Standards and Technology, including procedures with respect to evaluation and monitoring of cybersecurity threats and incidents; • Implement, maintain and regularly review incident response plans to manage cybersecurity threats and incidents on us or users of our information systems.
If management determines that a cybersecurity threat or incident could be material to the Company, our management will notify the Audit and Compliance Committee, who will then escalate the risk to our full Board of Directors, depending on management’s assessment of the risk.
Upon management’s determination that a cybersecurity threat or incident could be material to the Company, our management notifies the Audit and Compliance Committee, who may then escalate the risk to our full Board of Directors depending on management’s assessment of the risk.
If a potentially material cybersecurity threat or incident is identified or discovered, the Company’s Information Technology Team will notify our Chief Executive Officer, Chief Financial Officer, General Counsel and other relevant business executives.
Upon the detection of a potentially material cybersecurity threat or incident, the Company’s Information Technology Team notifies our Chief Executive Officer, Chief Financial Officer, General Counsel and other relevant business executives.
The ERM Committee is convened at least quarterly to review and update our top risks, including cybersecurity risks. Existing risks are evaluated for changes, and mitigation strategies are discussed as needed. New risks are discussed and evaluated for consideration as a top risk. Results are discussed with our Board of Directors at quarterly Board meetings as needed.
Existing risks are evaluated for changes, and mitigation strategies are discussed as needed. New risks are discussed and evaluated for consideration as a top risk. Results are discussed with our Board of Directors at quarterly Board meetings as needed.
While our Board has overall responsibility for enterprise risk oversight, our Board has delegated to the Audit and Compliance Committee responsibility for overseeing risks from cybersecurity threats and incidents. The Audit and Compliance Committee is responsible for overseeing the effectiveness of the Company’s cybersecurity risk management initiatives, taking into account the Company’s risk exposures.
While our Board has overall responsibility for enterprise risk oversight, our Board has delegated to the Audit and Compliance Committee responsibility for overseeing risks from cybersecurity threats and incidents.
Management briefs the Audit and Compliance Committee at least once a year and our Board as appropriate on cybersecurity controls, protocols, risk assessments and mitigation measures.
The Audit and Compliance Committee is responsible for overseeing the effectiveness of the Company’s cybersecurity risk management initiatives, taking into account the Company’s risk exposures. 48 Table of Contents Management briefs the Audit and Compliance Committee at least once a year and our Board as appropriate on cybersecurity controls, protocols, risk assessments and mitigation measures.
Cybersecurity threats and incidents include attempts to gain unauthorized access to our systems and networks, or those of our managers, tenants, borrowers, investments in unconsolidated entities, vendors, suppliers, service providers or other third parties with whom we do business, to disrupt operations, corrupt data or steal confidential or personal information and other cybersecurity breaches.
Additionally, cybersecurity threats and incidents against our managers, tenants, borrowers, investments in unconsolidated entities, vendors, suppliers, service providers or other third parties with whom we do business could impact their operations and have consequences for us.
ITEM 1C. Cybersecurity Our business is subject to risk from cybersecurity threats and incidents.
ITEM 1C. Cybersecurity Our business is subject to risk from cybersecurity threats and incidents. Cybersecurity threats and incidents include attempts to gain unauthorized access to our systems and networks to disrupt operations, corrupt data, steal confidential or personal information or take other malicious actions.
Added
We also seek to restrict information system access to appropriate levels while allowing users to fulfill their business responsibilities. Our processes for assessing, identifying, and managing material risks from cybersecurity threats and incidents are integrated into our multi-disciplinary enterprise risk management (“ERM”) process.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeSee “Note 7 – Investments in Unconsolidated Entities.” 37 The following table provides additional information regarding the geographic diversification of our Segment Properties as of December 31, 2024: Senior Housing Communities SNFs Outpatient Medical Buildings Research Centers IRFs and LTACs Other Healthcare Facilities Geographic Location # of Properties Units # of Properties Licensed Beds # of Properties Square Feet (1) # of Properties Square Feet (1) # of Properties Licensed Beds # of Properties Licensed Beds Alabama 1 154 — — 6 617 — — — — — — Arkansas 5 414 — — 1 10 — — — — — — Arizona 29 2,572 — — 14 893 — — 1 60 — — California 78 8,864 — — 29 2,256 — — 8 667 — — Colorado 22 2,061 1 82 17 877 — — 1 81 — — Connecticut 12 1,560 — — — — — — — — — — Delaware 2 109 — — — — — — — — — — District of Columbia — — — — 2 103 — — — — — — Florida 45 4,073 — — 14 343 1 252 7 563 — — Georgia 15 1,447 — — 18 1,275 — — 1 42 — — Hawaii 1 123 — — 1 23 — — — — — — Iowa 2 215 — — — — — — — — — — Idaho 1 70 — — 1 76 — — — — — — Illinois 33 3,643 1 82 40 1,728 1 129 4 427 — — Indiana 9 752 — — 41 2,287 — — 1 59 — — Kansas 12 941 — — 2 115 — — — — — — Kentucky 10 1,056 — — 2 73 — — 1 384 — — Louisiana 3 281 — — 8 456 — — 1 32 — — Massachusetts 18 2,173 2 181 — — — — — — — — Maryland 4 282 — — 2 83 3 320 — — — — Maine 8 895 — — — — — — — — — — Michigan 23 1,675 — — 16 726 — — — — — — Minnesota 14 856 — — 3 159 — — — — — — Missouri 5 474 — — 19 1,117 5 810 4 159 — — Mississippi 1 94 — — 1 51 — — — — — — Montana 5 464 — — — — — — — — — — North Carolina 36 3,048 — — 15 676 9 1,144 1 124 — — North Dakota 2 115 — — 1 114 — — — — — — Nebraska 2 251 — — — — — — — — — — New Hampshire 2 242 — — — — — — — — — — New Jersey 14 1,310 1 153 3 37 — — — — — — New Mexico 4 451 — — 3 53 — — 2 123 4 555 Nevada 7 780 — — 4 329 — — 2 130 — — New York 41 4,501 — — 4 244 — — — — — — Ohio 30 2,701 — — 16 591 — — 1 50 — — Oklahoma 9 694 — — 1 80 — — 1 41 4 958 Oregon 36 3,261 6 360 1 105 — — — — — — Pennsylvania 32 2,520 12 2,526 8 614 6 1,119 1 52 — — Rhode Island 4 399 — — — — 3 444 — — — — South Carolina 6 539 — — 22 1,188 — — — — — — South Dakota 5 295 — — — — — — — — — — Tennessee 17 1,355 — — 5 250 — — 1 49 — — Texas 59 5,392 — — 47 2,084 — — 9 627 2 445 Utah 6 661 — — — — — — 1 41 — — Virginia 11 1,029 — — 5 234 1 262 — — — — Washington 20 2,114 7 636 10 584 — — — — — — Wisconsin 35 2,236 — — 15 745 — — — — — — West Virginia 2 122 4 326 — — — — — — — — Wyoming 2 169 — — — — — — — — — — Total U.S. 740 69,433 34 4,346 397 21,192 29 4,480 48 3,711 10 1,958 Canada 84 16,185 — — — — — — — — — — United Kingdom 11 723 — — — — — — — — 3 121 Total 835 86,341 34 4,346 397 21,192 29 4,480 48 3,711 13 2,079 ______________________________ (1) Square Feet are in thousands.
Biggest changeSee “Note 7 – Investments in Unconsolidated Entities.” 49 Table of Contents The following table provides additional information regarding the geographic diversification of our Segment Properties as of December 31, 2025: Senior Housing Communities SNFs Outpatient Medical Buildings Research Centers IRFs and LTACs Other Healthcare Facilities Geographic Location # of Properties Units # of Properties Licensed Beds # of Properties Square Feet (1) # of Properties Square Feet (1) # of Properties Licensed Beds # of Properties Licensed Beds Alabama 1 222 — — 6 618 — — — — — — Arkansas 5 413 — — — — — — — — — — Arizona 32 3,425 — — 14 895 — — 1 60 — — California 76 8,154 — — 29 2,257 — — 8 667 — — Colorado 25 2,342 1 82 17 877 — — 1 81 — — Connecticut 12 1,560 — — — — — — — — — — Delaware 2 182 — — — — — — — — — — District of Columbia — — — — 2 103 — — — — — — Florida 52 4,754 — — 14 343 1 252 7 563 — — Georgia 16 1,632 — — 18 1,279 — — 1 42 — — Hawaii 1 123 — — 1 23 — — — — — — Iowa 2 214 — — — — — — — — — — Idaho 1 46 — — 1 76 — — — — — — Illinois 32 3,460 1 82 28 1,481 1 129 2 255 — — Indiana 10 1,018 — — 41 2,293 — — 1 59 — — Kansas 12 1,021 — — 2 115 — — — — — — Kentucky 11 1,331 — — 2 73 — — 1 384 — — Louisiana 5 458 — — 8 456 — — 1 32 — — Massachusetts 20 2,289 2 181 — — — — — — — — Maryland 4 282 — — 2 83 3 320 — — — — Maine 8 990 — — — — — — — — — — Michigan 22 1,831 — — 16 727 — — — — — — Minnesota 9 715 — — 2 99 — — — — — — Missouri 6 593 — — 19 1,118 5 810 2 69 — — Mississippi 1 94 — — 1 51 — — — — — — Montana 5 465 — — — — — — — — — — North Carolina 37 3,071 — — 15 680 8 1,356 1 124 — — North Dakota 2 115 — — 1 114 — — — — — — Nebraska 2 251 — — — — — — — — — — New Hampshire 2 242 — — — — — — — — — — New Jersey 14 1,385 1 153 3 37 — — — — — — New Mexico 4 403 — — 3 53 — — 2 123 4 555 Nevada 7 835 — — 4 329 — — 2 130 — — New York 46 5,505 — — 3 190 — — — — — — Ohio 30 2,736 — — 16 593 — — 1 50 — — Oklahoma 9 754 — — 1 80 — — 1 41 4 958 Oregon 36 3,251 6 360 1 105 — — — — — — Pennsylvania 31 2,475 4 620 7 548 6 1,119 1 52 — — Rhode Island 4 399 — — — — 3 444 — — — — South Carolina 7 601 — — 22 1,188 — — — — — — South Dakota 5 295 — — — — — — — — — — Tennessee 17 1,487 — — 5 250 — — 1 49 — — Texas 76 7,616 — — 47 2,090 — — 9 627 2 445 Utah 6 662 — — — — — — 1 41 — — Virginia 11 991 — — 5 234 1 262 — — — — Washington 20 2,051 7 636 10 584 — — — — — — Wisconsin 31 2,263 — — 15 745 — — — — — — West Virginia 2 122 4 326 — — — — — — — — Wyoming 2 169 — — — — — — — — — — Total U.S. 771 75,293 26 2,440 381 20,783 28 4,692 44 3,449 10 1,958 Canada 84 16,182 — — — — — — — — — — United Kingdom 11 724 — — — — — — — — 3 121 Total 866 92,199 26 2,440 381 20,783 28 4,692 44 3,449 13 2,079 50 Table of Contents ______________________________ (1) Square Feet are in thousands.
Totals may not foot due to rounding. 38 Corporate Offices Our headquarters are located in Chicago, Illinois and we have additional corporate offices in Louisville, Kentucky and New York, New York. We lease all of our corporate offices.
Totals may not foot due to rounding. Corporate Offices Our headquarters are located in Chicago, Illinois and we have additional corporate offices in Louisville, Kentucky and New York, New York. We lease all of our corporate offices.
ITEM 2. Properties As of December 31, 2024, we owned or had investments in 1,387 properties consisting of 1,356 properties in our SHOP, OM&R and NNN segments and 31 properties held by unconsolidated real estate entities in our non-segment operations.
ITEM 2. Properties As of December 31, 2025, we owned or had investments in 1,409 properties consisting of 1,374 properties in our SHOP, OM&R and NNN segments and 35 properties held by unconsolidated real estate entities in our non-segment operations.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed1 unchanged
Biggest changeExcept as set forth therein, we are not a party to, nor is any of our property the subject of, any material pending legal proceedings. ITEM 4. Mine Safety Disclosures Not applicable. 39 PART II
Biggest changeExcept as set forth therein, we are not a party to, nor is any of our property the subject of, any material pending legal proceedings.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

8 edited+0 added−2 removed9 unchanged
Biggest changeStock Performance Graph The following performance graph compares the cumulative total return (including dividends) to the holders of our common stock from December 31, 2019 through December 31, 2024, with the cumulative total returns of the S&P 500 Index, the FTSE Nareit Equity REITs Index (“FTSE Nareit Equity Index”), the FTSE Nareit Equity Health Care Index (“FTSE Nareit Health Care Index”), the NYSE Composite Index and the FTSE Nareit Composite REIT Index (the “Composite REIT Index”) over the same period.
Biggest changeEach of our directors and executive officers has advised us that he or she is in compliance with the Securities Trading Policy and has not pledged any of our equity securities to secure margin or other loans. 52 Table of Contents Stock Performance Graph The following performance graph compares the cumulative total return (including dividends) to the holders of our common stock from December 31, 2020, through December 31, 2025, with the cumulative total returns of the S&P 500 Index, the FTSE Nareit Equity REITs Index (“FTSE Nareit Equity Index”) and the FTSE Nareit Equity Health Care Index (“FTSE Nareit Health Care Index”) over the same period.
The value of the shares withheld is the closing price of our common stock on the date the vesting or exercise occurred (or, if not a trading day, the immediately preceding trading day) or the fair market value of our common stock at the time of the exercise, as the case may be. ITEM 6. [Reserved] 41
The value of the shares withheld is the closing price of our common stock on the date the vesting or exercise occurred (or, if not a trading day, the immediately preceding trading day) or the fair market value of our common stock at the time of the exercise, as the case may be. ITEM 6. [Reserved]
In addition, we will be subject to income tax at the regular corporate rate to the extent we distribute less than 100% of our REIT taxable income, including any net capital gains. We expect to distribute at least 100% of our taxable net income, after the use of any net operating loss carryforwards, to our stockholders for 2025.
In addition, we will be subject to income tax at the regular corporate rate to the extent we distribute less than 100% of our REIT taxable income, including any net capital gains. We expect to distribute at least 100% of our taxable net income, after the use of any net operating loss carryforwards, to our stockholders for 2026.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock, par value $0.25 per share, is listed and traded on the New York Stock Exchange (the “NYSE”) under the symbol “VTR.” As of February 7, 2025, there were 437.1 million shares of our common stock outstanding, held by approximately 3,115 stockholders of record.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock, par value $0.25 per share, is listed and traded on the New York Stock Exchange (the “NYSE”) under the symbol “VTR.” As of February 3, 2026, there were 475.0 million shares of our common stock outstanding, held by approximately 2,927 stockholders of record.
The table below summarizes repurchases of our common stock made during the quarter ended December 31, 2024: Number of Shares Repurchased (1) Average Price Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs October 1 through October 31 496 $ 62.93 — — November 1 through November 30 — — — — December 1 through December 31 145 62.26 — — Total 641 $ 62.78 — — ______________________________ (1) Repurchases represent shares withheld to pay taxes on the vesting of restricted stock and restricted stock units (including time-based and performance-based awards) and/or to pay taxes on the exercise price upon the exercise of stock options, granted to employees.
The table below summarizes repurchases of our common stock made during the quarter ended December 31, 2025: Number of Shares Repurchased (1) Average Price Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs October 1 through October 31 202 $ 70.16 — — November 1 through November 30 — — — — December 1 through December 31 435 77.38 — — Total 637 $ 75.09 — — ______________________________ (1) Repurchases represent shares withheld to pay taxes on the vesting of restricted stock and restricted stock units (including service-based and performance-based awards) and/or to pay taxes on the exercise price upon the exercise of stock options, granted to employees.
Additionally, we have elected to replace the NYSE Composite Index and Composite REIT Index with FTSE Nareit Health Care Index and FTSE Nareit Equity Index because we believe those indices are more representative of the industries in which we compete, or otherwise provide fair bases for comparison with us, and are therefore particularly relevant to an assessment of our performance.
We have included the FTSE Nareit Health Care Index and FTSE Nareit Equity Index because we believe those indices are representative of the industries in which we compete, or otherwise provide fair bases for comparison with us, and are therefore particularly relevant to an assessment of our performance, and the S&P 500 Index because we are a member of the S&P 500.
The comparison assumes $100 was invested on December 31, 2019 in our common stock and in each of the foregoing indices and assumes reinvestment of dividends, as applicable. We have included the S&P 500 Index because we are a member of the S&P 500.
The comparison assumes $100 was invested on December 31, 2020, in our common stock and in each of the foregoing indices and assumes reinvestment of dividends, as applicable.
The figures in the table below are rounded to the nearest dollar. 40 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Ventas $100 $90 $97 $89 $102 $125 S&P 500 Index $100 $118 $152 $125 $158 $197 FTSE Nareit Equity Index $100 $92 $132 $100 $113 $123 FTSE Nareit Health Care Index $100 $90 $105 $82 $93 $115 NYSE Composite Index $100 $107 $129 $117 $133 $154 Composite REIT Index $100 $94 $132 $99 $110 $115 Stock Repurchases We do not have a publicly announced repurchase plan or program in effect.
The figures in the table below are rounded to the nearest dollar. 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Ventas $100 $108 $99 $113 $139 $187 S&P 500 Index $100 $129 $105 $133 $166 $196 FTSE Nareit Equity Index $100 $143 $108 $123 $134 $138 FTSE Nareit Health Care Index $100 $116 $91 $103 $128 $165 53 Table of Contents Stock Repurchases We do not have a publicly announced repurchase plan or program in effect.
Removed
Each of our directors and executive officers has advised us that he or she is in compliance with the Securities Trading Policy and has not pledged any of our equity securities to secure margin or other loans.
Removed
In this transition year, in accordance with Item 201(e)(4) of Regulation S-K, the stock performance graph below includes both the new indices as well as the replaced indices that we used in the immediately preceding year to assist our investors in understanding the impact of the transition.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

137 edited+44 added−47 removed90 unchanged
Biggest changeWe define Normalized FFO as Nareit FFO excluding the following income and expense items, without duplication: (a) gains and losses on derivatives, net and changes in the fair value of financial instruments; (b) the non-cash impact of income tax benefits or expenses; (c) gains and losses on extinguishment of debt, net including the write-off of unamortized deferred financing fees or additional costs, expenses, discounts, make-whole payments, penalties or premiums incurred as a result of early retirement or payment of our debt; (d) transaction, transition and restructuring costs; (e) amortization of other intangibles; (f) the non-cash impact of changes to our executive equity compensation plan; (g) net expenses or recoveries related to significant disruptive events; (h) the impact of expenses related to asset impairment and valuation allowances; (i) non-cash charges related to leases; (j) the financial impact of contingent consideration; (k) gains and losses on non-real estate dispositions and other normalizing items related to noncontrolling interests and unconsolidated entities; and (l) other items set forth in the Normalized FFO reconciliation included herein. 55 The following table summarizes our FFO and Normalized FFO for the three years ended December 31, 2024, 2023, and 2022 (dollars in thousands): For the Years Ended December 31, 2024 2023 2022 Net income (loss) attributable to common stockholders $ 81,153 $ (40,973) $ (47,447) Adjustments: Depreciation and amortization on real estate assets 1,250,453 1,390,025 1,194,751 Depreciation on real estate assets related to noncontrolling interests (15,113) (16,657) (17,451) Depreciation on real estate assets related to unconsolidated entities 49,170 44,953 30,940 Gain on real estate dispositions (57,009) (62,119) (7,780) Gain on real estate dispositions related to noncontrolling interests 9 6,685 32 Gain on real estate dispositions and other related to unconsolidated entities (3,216) (180) (14,546) Nareit FFO attributable to common stockholders 1,305,447 1,321,734 1,138,499 Adjustments: Loss (gain) on derivatives, net 11,942 (32,076) 23,615 Non-cash impact of income tax benefit (43,486) (15,269) (21,349) Loss (gain) on extinguishment of debt, net 687 (6,104) 581 Transaction, transition and restructuring costs 20,369 15,215 30,884 Amortization of other intangibles 400 385 385 Non-cash impact of changes to executive equity compensation plan 180 161 (312) Significant disruptive events, net 8,230 (5,339) 12,451 (Reversal of) allowance on loans receivable and investments, net (166) (20,270) 19,757 Normalizing items related to noncontrolling interests and unconsolidated entities, net (2,012) (25,683) (18,233) Other normalizing items, net (1) $ 25,856 $ (20,870) $ 20,693 Normalized FFO attributable to common stockholders $ 1,327,447 $ 1,211,884 $ 1,206,971 ______________________________ (1) For the year ended December 31, 2024, primarily related to shareholder relations matters and certain legal matters.
Biggest changeBeginning with the Company’s reported results for the first quarter 2026, we intend to exclude from the calculation of Normalized FFO the full amount recorded for non-cash stock-based compensation expense as we believe this is more closely comparable to the presentation of similar measures by key industry peers and is also consistent with our calculation of Adjusted EBITDA and the calculations for our financial covenant ratios under our credit facilities and senior notes indentures. 70 Table of Contents The following table summarizes our FFO and Normalized FFO for the three years ended December 31, 2025, 2024, and 2023 (dollars in thousands): For the Years Ended December 31, 2025 2024 2023 Net income (loss) attributable to common stockholders $ 251,381 $ 81,153 $ (40,973) Adjustments: Depreciation and amortization on real estate assets 1,372,904 1,250,453 1,390,025 Depreciation on real estate assets related to noncontrolling interests (16,846) (15,113) (16,657) Depreciation on real estate assets related to unconsolidated entities 78,046 49,170 44,953 Gain on real estate dispositions (38,579) (57,009) (62,119) Gain on real estate dispositions related to noncontrolling interests — 9 6,685 Gain on real estate dispositions and other related to unconsolidated entities (27,960) (3,216) (180) Nareit FFO attributable to common stockholders 1,618,946 1,305,447 1,321,734 Adjustments: (Gain) loss on derivatives (1,026) 11,942 (32,076) Non-cash impact of income tax benefit (24,150) (43,486) (15,269) Loss (gain) on extinguishment of debt, net 172 687 (6,104) Transaction, transition and restructuring costs 10,073 20,369 15,215 Amortization of other intangibles 477 400 385 Non-cash impact of changes to executive equity compensation plan 2,856 180 161 Significant disruptive events, net 5,888 8,230 (5,339) Reversal of allowance on loans receivable and investments, net — (166) (20,270) Normalizing items related to noncontrolling interests and unconsolidated entities, net 11,178 (2,012) (25,683) Other normalizing items, net (1) $ (14,236) $ 25,856 $ (20,870) Normalized FFO attributable to common stockholders $ 1,610,178 $ 1,327,447 $ 1,211,884 ______________________________ (1) For the year ended December 31, 2025, primarily related to the net non-cash revenue impact of changed revenue recognition from cash to straight-line related to a Senior Housing Triple-Net tenant.
We expect that these liquidity needs generally will be satisfied by a combination of the following: cash flows from operations, cash on hand, debt assumptions and financings (including secured financings), issuances of debt and equity securities, dispositions of assets (including in whole or in part, through joint venture arrangements) and borrowings under our revolving credit facilities and commercial paper program.
We expect that these liquidity needs generally will be satisfied by a combination of the following: cash flows from operations, cash on hand, debt assumptions and financings (including secured financings), issuances of debt and equity securities, dispositions of assets (in whole or in part through joint venture arrangements) and borrowings under our revolving credit facilities and commercial paper program.
Equity Forward Sales Agreements Equity forward sales agreements generally have a maturity of one to two years.
Equity forward sales agreements generally have a maturity of one to two years.
In performing this evaluation, we consider market 46 conditions and our current intentions with respect to holding or disposing of the asset. We adjust the net book value of real estate properties and other long-lived assets to fair value if the sum of the expected future undiscounted cash flows, including sales proceeds, is less than book value.
In performing this evaluation, we consider market conditions and our current intentions with respect to holding or disposing of the asset. We adjust the net book value of real estate properties and other long-lived assets to fair value if the sum of the expected future undiscounted cash flows, including sales proceeds, is less than book value.
Therefore, in accordance with Rule 13-01 of Regulation S-X, we have elected to exclude summarized financial information for the issuer and guarantor of our registered senior notes. Please see “—Liquidity and Capital Resources” for a description of our outstanding senior notes and other debt obligations, including the registered senior notes described above.
Therefore, in accordance with Rule 13-01 of Regulation S-X, we have elected to exclude summarized financial information for the issuer and guarantor of our registered senior notes. Please see “—Liquidity and Capital Resources” for a description of our outstanding senior notes and other debt obligations, including the registered senior notes described above. 87
If any of Brookdale, Ardent or Kindred becomes unable or unwilling to satisfy its obligations to us or to renew its leases with us upon expiration of the terms thereof, our financial condition and results of operations could decline, and our ability to service our indebtedness and to make distributions to our stockholders could be impaired.
If any of Ardent or Kindred becomes unable or unwilling to satisfy its obligations to us or to renew its leases with us upon expiration of the terms thereof, our financial condition and results of operations could decline, and our ability to service our indebtedness and to make distributions to our stockholders could be impaired.
Capital Expenditures From time to time, we engage in development and redevelopment activities within our reportable business segments and through our investments in unconsolidated entities. For example, we are party to certain agreements that commit us to develop properties funded through capital that we and, in certain circumstances, our joint venture partners provide.
Capital Expenditures From time to time, we engage in development and redevelopment activities within our reportable segments and through our investments in unconsolidated entities. For example, we are party to certain agreements that commit us to develop properties funded through capital that we and, in certain circumstances, our joint venture partners provide.
Information provided for “non-segment” includes management fees and promote revenues, net of expenses related to our third-party institutional private capital management platform, income from loans and investments and corporate-level expenses not directly attributable to any of our three reportable business segments.
Information provided for “non-segment” includes management fees and promote revenues, net of expenses related to our third-party institutional private capital management platform, income from loans and investments and corporate-level expenses not directly attributable to any of our three reportable segments.
Recently developed or redeveloped properties in our OM&R and NNN reportable business segments will be included in same-store once substantial completion of work has occurred for the full period in both periods presented.
Recently developed or redeveloped properties in our OM&R and NNN reportable segments will be included in same-store once substantial completion of work has occurred for the full period in both periods presented.
The initial exchange rate is subject to adjustment, including in the event of the payment of a quarterly dividend in excess of $0.45 per share, but will not be adjusted for any accrued and unpaid interest.
The exchange rate is subject to adjustment, including in the event of the payment of a quarterly dividend in excess of $0.45 per share, but will not be adjusted for any accrued and unpaid interest.
Newly acquired development properties and recently developed or redeveloped properties in our SHOP reportable business segment will be included in same-store once they are stabilized for the full period in both periods presented.
Newly acquired development properties and recently developed or redeveloped properties in our SHOP reportable segment will be included in same-store once they are stabilized for the full period in both periods presented.
When we acquire multiple real estate properties in a single transaction, we first assess the individual fair 45 value of the real estate properties and then determine the individual fair value of the various types of tangible and intangible assets therein.
When we acquire multiple real estate properties in a single transaction, we first assess the individual fair value of the real estate properties and then determine the individual fair value of the various types of tangible and intangible assets therein.
Such ratios and metrics may include, without 62 limitation, the credit history of, and the legal, regulatory or economic conditions affecting, any tenant, guarantor, obligor, or affiliated company associated with the tenant.
Such ratios and metrics may include, without limitation, the credit history of, and the legal, regulatory or economic conditions affecting, any tenant, guarantor, obligor, or affiliated company associated with the tenant.
See “Non-GAAP Financial Measures — NOI” included elsewhere in this Annual Report for additional disclosure regarding same-store NOI for each of our reportable business segments.
See “Non-GAAP Financial Measures — NOI” included elsewhere in this Annual Report for additional disclosure regarding same-store NOI for each of our reportable segments.
In addition, we will be subject to income tax at the regular corporate rate to the extent we distribute less than 100% of our REIT taxable income, including any net capital gains. We intend to pay dividends greater than 100% of our taxable income, after the use of any net operating loss carryforwards, for 2025.
In addition, we will be subject to income tax at the regular corporate rate to the extent we distribute less than 100% of our REIT taxable income, including any net capital gains. We intend to pay dividends greater than 100% of our taxable income, after the use of any net operating loss carryforwards, for 2026.
Accounting for Foreclosed Properties The Company may receive properties pursuant to a foreclosure, deed in lieu of foreclosure or other legal action in full or partial settlement of loans receivable by taking legal title or physical possession of the properties.
Accounting for Foreclosed Properties We may receive properties pursuant to a foreclosure, deed in lieu of foreclosure or other legal action in full or partial settlement of loans receivable by taking legal title or physical possession of the properties.
During the year ended December 31, 2024, we had no triple-net lease expirations that, in the aggregate, had a material impact on our financial condition or results of operations for that period.
During the year ended December 31, 2025, we had no triple-net lease expirations that, in the aggregate, had a material impact on our financial condition or results of operations for that period.
We do not amortize the resulting intangible asset or liability over the term of the lease, but rather adjust the recognized value of the asset or liability upon sale. In connection with an acquisition, we may assume rights and obligations under certain lease agreements pursuant to which we become the lessee of a given property.
We do not amortize the resulting intangible asset or liability over the term of the lease, but rather adjust the recognized value of the asset or liability upon sale. 60 Table of Contents In connection with an acquisition, we may assume rights and obligations under certain lease agreements pursuant to which we become the lessee of a given property.
In addition, from time to time, we engage in redevelopment projects with respect to our existing senior housing communities, outpatient medical buildings and research centers to maximize the value, increase NOI, maintain a market-competitive position, achieve property stabilization or change the primary use of the property.
In addition, from time to time, we engage in redevelopment projects with respect to our existing senior housing communities, outpatient medical buildings and research centers to 85 Table of Contents maximize the value, increase NOI, maintain a market-competitive position, achieve property stabilization or change the primary use of the property.
Conversely, if the fair value of the collateral received is higher than the amortized cost basis in the loan, the difference, less the fair value of any debt assumed, less the principal amount of the loan receivable (after the reversal of previously recorded allowances), and net of working capital assumed and transaction costs, is recorded as a gain on foreclosure of real estate in the Consolidated Statements of Income.
Conversely, if the fair value of the collateral received is higher than the amortized cost basis in the loan, the difference, less the fair value of any debt assumed, less the principal amount of the loan receivable (after the reversal of previously recorded allowances), and net of working capital assumed 61 Table of Contents and transaction costs, is recorded as a Gain on foreclosure of real estate in our Consolidated Statements of Income.
We also earn revenues directly from individual residents in our senior housing communities that are managed by operators, such as Atria, Sunrise and Le Groupe Maurice, and tenants in our outpatient medical buildings. The concentration of our NNN segment revenues and operating income that are attributed to Brookdale, Ardent and Kindred creates credit risk.
We also earn revenues directly from individual residents in our senior housing communities that are managed by operators, such as Atria, Sunrise and Le Groupe Maurice, and tenants in our outpatient medical buildings. 78 Table of Contents The concentration of our NNN segment revenues and operating income that are attributed to Ardent and Kindred creates credit risk.
Based solely on our results for the year ended December 31, 2024 (including the impact of existing hedging arrangements), if the value of the U.S. dollar relative to the British pound and Canadian dollar were to increase or decrease by one standard deviation compared to the average exchange rate during the year, our Net Income and Normalized FFO for the year ended December 31, 2024 would decrease or increase by less than $0.01 per diluted common share.
Based solely on our results for the year ended December 31, 2025 (including the impact of 76 Table of Contents existing hedging arrangements), if the value of the U.S. dollar relative to the British pound and Canadian dollar were to increase or decrease by one standard deviation compared to the average exchange rate during the year, our Net Income and Normalized FFO for the year ended December 31, 2025 would decrease or increase by less than $0.01 per diluted common share.
In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate Related Disclosures for Investors, which requires registrants to disclose climate-related information in registration statements and annual reports. The new rules would be effective for annual reporting periods beginning in fiscal year 2025.
Recent Accounting Standards In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate Related Disclosures for Investors, which requires registrants to disclose climate-related information in registration statements and annual reports. The new rule would be effective for annual reporting periods beginning in fiscal year 2025.
In our NNN segment, we invest in and own senior housing communities, skilled nursing facilities (“SNFs”), long-term acute care facilities (“LTACs”), freestanding inpatient rehabilitation facilities (“IRFs”) and other healthcare facilities, throughout the United States and the United Kingdom and lease these properties to tenants under triple-net or absolute-net leases that obligate the tenants to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures.
In our NNN segment, we invest in and own senior housing communities, skilled nursing facilities (“SNFs”), long-term acute care facilities (“LTACs”), freestanding inpatient rehabilitation facilities (“IRFs”) and other healthcare facilities and lease the properties to tenants under triple-net or absolute-net leases that obligate the tenants to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures.
Prior to the close of business on the business day immediately preceding March 1, 2026, the Exchangeable Notes will be exchangeable at the option of the noteholders only upon the satisfaction of specified conditions and during certain periods described in the indenture governing the Exchangeable Notes.
Prior to the close of business on the business day immediately preceding March 1, 2026, the Exchangeable Notes are exchangeable at the option of the noteholders only upon the satisfaction of specified conditions and during certain periods described in the indenture governing the Exchangeable Notes.
For the years ended December 31, 2024 and 2023, we recognized $32.3 million and $17.8 million of contractual interest expense, respectively, and amortization of issuance costs of $6.8 million and $3.6 million, respectively, related to the Exchangeable Notes.
For the years ended December 31, 2025, 2024 and 2023, we recognized $32.3 million, $32.3 million and $17.8 million, respectively, of contractual interest expense and amortization of issuance costs of $7.2 million, $6.8 million and $3.6 million, respectively, related to the Exchangeable Notes.
Years Ended December 31, 2023 and 2022 Our Annual Report for the year ended December 31, 2023, filed with the SEC on February 15, 2024, contains information regarding our results of operations for the years ended December 31, 2023 and 2022 and the effect of changes in those results from period to period on our net income attributable to common stockholders.
Years Ended December 31, 2024 and 2023 Our Annual Report for the year ended December 31, 2024, filed with the SEC on February 13, 2025, contains information regarding our results of operations for the years ended December 31, 2024 and 2023 and the effect of changes in those results from period to period on our net income attributable to common stockholders.
However, for certain acquired properties that are part of a ground-up development, we determine fair value by using the same valuation approach as for all other properties and deducting the estimated cost to complete the development. During the remaining construction period, we capitalize project costs until the development has reached substantial completion.
However, for certain acquired properties that are part of a ground-up development, we determine fair value by using the same valuation approach as for all other properties and deducting the estimated cost to complete the development. During the remaining construction period, we capitalize project costs, including interest on funds used for the construction, until the development has reached substantial completion.
See “Risk Factors—Risks Related to Our Business Operations and Strategy” included in Part I, Item 1A of this Annual Report. Triple-Net Lease Performance and Expirations Any failure, inability or unwillingness by our tenants to satisfy their obligations under our triple-net leases could have a material adverse effect on us.
See “Risk Factors—Risks Relating to Our Business Operations and Strategy ” included in Part I, Item 1A of this Annual Report. Triple-Net Lease Performance and Expirations Any failure, inability or unwillingness by our tenants to satisfy their obligations under our triple-net leases could have a material adverse effect on us.
See “Note 6 – Loans Receivable and Investments” and “Note 11 – Fair Values of Financial Instruments” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.
See “Note 6 – Loans Receivable and Investments, net” and “Note 11 – Fair Values of Financial Instruments” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.
Total consolidated debt does not include our portion of unconsolidated debt related to investments in unconsolidated real estate entities, which was $676.8 million and $575.3 million as of December 31, 2024 and 2023, respectively. The fair value of our fixed rate debt is based on current market interest rates at which we could obtain similar borrowings.
Total consolidated debt does not include our portion of unconsolidated debt related to investments in unconsolidated real estate entities, which was $732.5 million and $676.8 million as of December 31, 2025 and 2024, respectively. The fair value of our fixed rate debt is based on current market interest rates at which we could obtain similar borrowings.
See “Risk Factors—Risks Related to Our Business Operations and Strategy—A significant portion of our revenues and operating income is dependent on a limited number of managers and tenants, including Atria, Sunrise, Le Groupe Maurice, Brookdale, Ardent and Kindred” included in Part I, Item 1A of this Annual Report and “Note 3 – Concentration of Credit Risk” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.
See “Risk Factors—Risks Relating to Our Business Operations and Strategy—A significant portion of our revenues and operating income is dependent on a limited number of tenants and managers, including Ardent, Kindred, Atria, Sunrise and Le Groupe Maurice” included in Part I, Item 1A of this Annual Report and “Note 3 – Concentration of Credit Risk” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.
We perform this analysis on an ongoing basis. Accounting for Real Estate Acquisitions When we acquire real estate, we first make reasonable judgments about whether the transaction involves an asset or a business.
We perform this analysis on an ongoing basis. 59 Table of Contents Accounting for Real Estate Acquisitions When we acquire real estate, we first make reasonable judgments about whether the transaction involves an asset or a business.
General, administrative and professional fees The $14.1 million increase in general , administrative and professional fees in 2024 over the prior year was primarily due to our expanded employee base consistent with enterprise growth and inflationary increases.
General, administrative and professional fees The $14.4 million increase in general , administrative and professional fees in 2025 over the prior year was primarily due to our expanded employee base consistent with enterprise growth and inflationary increases.
These interest rate swap agreements are used to hedge the variable cash flows associated with variable-rate debt. Periodically, we enter into and designate interest rate locks to partially hedge the risk of changes in interest payments attributable to increases in the benchmark interest rate during the period leading up to the probable issuance of fixed-rate debt.
These interest rate swap agreements are used to hedge the variable cash flows associated with variable-rate debt. Periodically, we enter into interest rate derivatives, such as treasury locks, to partially hedge the risk of changes in interest payments attributable to increases in the benchmark interest rate during the period leading up to the probable issuance of fixed-rate debt.
On November 4, 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE), which requires disaggregated disclosure of income statement expenses for public business entities (PBEs).
On November 4, 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“DISE”), which requires disaggregated disclosure of income statement expenses for public business entities (“PBEs”).
We may, from time to time, seek to retire or purchase our outstanding senior notes for cash or in exchange for equity securities in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, prospects for capital and other factors.
We may, from time to time, seek to retire or purchase our outstanding indebtedness for cash or in exchange for equity securities in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, prospects for capital and other factors. The amounts involved may be material.
The revenue increase is partially offset by higher operating expenses in 2024, driven by an increase in the number of communities in our SHOP segment and an increase in occupancy. The following table compares results of operations for our 472 same-store SHOP communities (dollars in thousands).
The revenue increase is partially offset by higher operating expenses in 2025, driven by an increase in the number of communities in our SHOP segment, the increase in occupancy and inflationary increases. The following table compares results of operations for our 483 same-store SHOP communities (dollars in thousands).
As of December 31, 2024 and 2023, our joint venture partners’ aggregate share of total consolidated debt was $310.9 million and $297.5 million, respectively, with respect to certain properties we owned through consolidated joint ventures.
As of December 31, 2025 and 2024, our joint venture partners’ aggregate share of total consolidated debt was $328.2 million and $310.9 million, respectively, with respect to certain properties we owned through consolidated joint ventures.
Unamortized issuance costs of $10.3 million and $17.1 million as of December 31, 2024 and 2023 were recorded as an offset to Senior notes payable and other debt on our Consolidated Balance Sheets.
Unamortized deferred financing costs of $3.1 million and $10.3 million as of December 31, 2025 and 2024 were recorded as an offset to Senior notes payable and other debt on our Consolidated Balance Sheets.
Our CODM evaluates performance of the combined properties in each reportable business segment and determines how to allocate resources to those segments based on NOI for each segment.
Our CODM evaluates performance of the combined properties in each operating segment and determines how to allocate resources to these segments, based on NOI for each segment.
The expiration of ABR in 2030 includes rent associated with 20 LTACs currently leased to Kindred. The expiration of ABR in 2034 includes rent associated with 5 LTACs currently leased to Kindred. The expiration of ABR Thereafter includes rent associated with 65 properties currently leased to Brookdale.
(2) The expiration of ABR in 2028, 2030 and 2034 includes rent associated with 6, 20 and 5 LTACs, respectively, currently leased to Kindred. The expiration of ABR thereafter includes rent associated with 65 properties currently leased to Brookdale.
Assuming a 100 basis point increase in the weighted average interest rate related to our consolidated variable rate debt and assuming no change in our consolidated variable rate debt outstanding as of December 31, 2024 of $0.8 billion, interest expense on an annualized basis would increase by approximately $7.9 million, or less than $0.02 per diluted common share.
Assuming a 100 basis point increase in the weighted average interest rate related to our consolidated variable rate debt and assuming no change in our consolidated variable rate debt outstanding as of December 31, 2025 of $1.1 billion, interest expense on an annualized basis would increase by approximately $11.4 million, or $0.02 per diluted common share.
In addition, the fixed rate debt as of December 31, 2024 in the table above reflects, in part, the effect of $526.5 million and C$635.9 million notional amount of interest rate swaps with maturities ranging from February 2025 to April 2031, in each case, that effectively convert variable rate debt to fixed rate debt.
In addition, the fixed rate debt as of December 31, 2025 in the table above reflects, in part, the effect of $125.5 million and C$595.5 million notional amount of interest rate swaps with maturities ranging from June 2027 to April 2031, in each case, that effectively convert variable rate debt to fixed rate debt.
See “Risk Factors—We are exposed to increases in interest rates, which could reduce our profitability and adversely impact our ability to refinance existing debt, sell assets or engage in acquisition, investment, development and redevelopment activity, and our decision to hedge against interest rate risk might not be effective” included in Part I, Item 1A of this Annual Report. 58 The table below sets forth certain information with respect to our debt, excluding premiums and discounts (dollars in thousands): As of December 31, 2024 2023 2022 Balance: Fixed rate: Senior notes/Exchangeable senior notes $ 9,744,519 $ 9,302,840 $ 8,627,540 Unsecured term loans 400,000 400,000 200,000 Mortgage loans and other 2,684,014 2,755,988 2,035,896 Subtotal fixed rate 12,828,533 12,458,828 10,863,436 Variable rate: Unsecured revolving credit facility 6,397 14,006 25,230 Unsecured term loans 300,000 677,501 669,031 Commercial paper notes — — 403,000 Mortgage loans and other 483,872 418,263 400,547 Subtotal variable rate 790,269 1,109,770 1,497,808 Total $ 13,618,802 $ 13,568,598 $ 12,361,244 Percentage of total debt: Fixed rate: Senior notes/Exchangeable senior notes 71.6 % 68.6 % 69.8 % Unsecured term loans 2.9 2.9 1.6 Mortgage loans and other 19.7 20.3 16.5 Variable rate: Unsecured revolving credit facility — 0.1 0.2 Unsecured term loans 2.2 5.0 5.4 Commercial paper notes — — 3.3 Mortgage loans and other 3.6 3.1 3.2 Total 100.0 % 100.0 % 100.0 % Weighted average interest rate at end of period: Fixed rate: Senior notes/Exchangeable senior notes 4.1 % 3.8 % 3.7 % Unsecured term loans 4.7 4.7 3.6 Mortgage loans and other 4.3 4.2 3.7 Variable rate: Unsecured revolving credit facility 5.3 6.1 4.5 Unsecured term loans 5.3 6.3 5.5 Commercial paper notes — — 4.7 Mortgage loans and other 5.1 6.1 5.1 Total 4.2 4.1 3.9 The variable rate debt as of December 31, 2024 in the table above reflects, in part, the effect of $141.3 million notional amount of interest rate swaps with maturities in March 2027, that effectively convert fixed rate debt to variable rate debt.
See “Risk Factors—We are exposed to increases in interest rates, which could reduce our profitability and adversely impact our ability to refinance existing debt, sell assets or engage in acquisition, investment, development and redevelopment activity, and our decision to hedge against interest rate risk might not be effective” included in Part I, Item 1A of this Annual Report. 74 Table of Contents The table below sets forth certain information with respect to our debt, excluding premiums and discounts (dollars in thousands): As of December 31, 2025 2024 2023 Balance: Fixed rate: Senior notes/Exchangeable senior notes $ 9,761,830 $ 9,744,519 $ 9,302,840 Unsecured term loans — 400,000 400,000 Mortgage loans and other 2,202,886 2,684,014 2,755,988 Subtotal fixed rate 11,964,716 12,828,533 12,458,828 Variable rate: Unsecured revolving credit facility — 6,397 14,006 Unsecured term loans 700,000 300,000 677,501 Mortgage loans and other 438,911 483,872 418,263 Subtotal variable rate 1,138,911 790,269 1,109,770 Total $ 13,103,627 $ 13,618,802 $ 13,568,598 Percentage of total debt: Fixed rate: Senior notes/Exchangeable senior notes 74.5 % 71.6 % 68.6 % Unsecured term loans — 2.9 2.9 Mortgage loans and other 16.8 19.7 20.3 Variable rate: Unsecured revolving credit facility — — 0.1 Unsecured term loans 5.3 2.2 5.0 Mortgage loans and other 3.4 3.6 3.1 Total 100.0 % 100.0 % 100.0 % Weighted average interest rate at end of period: Fixed rate: Senior notes/Exchangeable senior notes 4.3 % 4.1 % 3.8 % Unsecured term loans — 4.7 4.7 Mortgage loans and other 4.4 4.3 4.2 Variable rate: Unsecured revolving credit facility — 5.3 6.1 Unsecured term loans 4.7 5.3 6.3 Mortgage loans and other 4.9 5.1 6.1 Total 4.3 4.2 4.1 The variable rate debt as of December 31, 2025 in the table above reflects, in part, the effect of $75.3 million notional amount of interest rate swaps with maturities in March 2027, that effectively convert fixed rate debt to variable rate debt.
We estimate the fair value of buildings acquired on an as-if-vacant basis or replacement cost basis and depreciate the building value over the estimated remaining life of the building, generally not to exceed 35 years.
We estimate the fair value of buildings acquired on an as-if-vacant basis or replacement cost basis and depreciate the building value on a straight-line basis over the estimated remaining useful life of the building, generally 35 years.
Business Summary and Overview of 2024 Ventas, Inc., (together with its consolidated subsidiaries, unless otherwise indicated or except where the context otherwise requires, “we,” “us,” “our,” “Company” and other similar terms) is a real estate investment trust (“REIT”) focused on delivering strong, sustainable shareholder returns by enabling exceptional environments that benefit a large and growing aging population.
Business Summary and Overview of 2025 Ventas, Inc., (together with its consolidated subsidiaries, unless otherwise indicated or except where the context otherwise requires, “we,” “us,” “our,” “Ventas,” “Company” and other similar terms) is an S&P 500 company focused on delivering strong, sustainable shareholder returns by enabling exceptional environments that benefit a large and growing aging population.
Occupancy rates may affect the profitability of our tenants’ operations. For senior housing communities and post-acute properties in our NNN segment, occupancy generally reflects average operator-reported unit and bed occupancy, respectively, for the reporting period. Because triple-net financials are delivered to us following the reporting period, occupancy is reported in arrears.
For senior housing communities and post-acute properties in our NNN segment, occupancy generally reflects average operator-reported unit and bed occupancy, respectively, for the reporting period. Because triple-net occupancy reporting is delivered to us following the reporting period, occupancy is reported in arrears.
The Exchangeable Notes are exchangeable at an initial exchange rate of 18.2460 shares of our common stock per $1,000 principal amount of Exchangeable Notes (equivalent to an initial exchange price of approximately $54.81 per share of 65 common stock).
The Exchangeable Notes are currently exchangeable at an exchange rate of 18.2778 shares of our common stock per $1,000 principal amount of Exchangeable Notes (equivalent to an exchange price of approximately $54.71 per share of common stock).
As of December 31, 2024, we owned or had investments in 1,387 properties consisting of 1,356 properties in our reportable business segments (“Segment Properties”) and 31 properties held by unconsolidated real estate entities in our non-segment operations. Our Company is headquartered in Chicago, Illinois with additional corporate offices in Louisville, Kentucky and New York, New York.
As of December 31, 2025, we owned or had investments in 1,409 properties consisting of 1,374 properties in our reportable segments (“Segment Properties”) and 35 properties held by unconsolidated real estate entities in our non-segment operations. We are headquartered in Chicago, Illinois with additional corporate offices in Louisville, Kentucky and New York, New York.
We elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code (the “Code”), commencing with our taxable year ended December 31, 1999.
We elected to be taxed as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 1999.
To highlight the sensitivity of our fixed rate debt to changes in interest rates, the following summary shows the effects of a hypothetical instantaneous change of 100 basis points in interest rates (dollars in thousands): As of December 31, 2024 2023 Gross book value $ 12,828,533 $ 12,458,828 Fair value 12,620,797 11,994,321 Fair value reflecting change in interest rates: -100 basis points 13,078,684 12,457,648 +100 basis points 12,158,222 11,568,461 As of December 31, 2024 and 2023, the fair value of our secured and non-mortgage loans receivable, based on our estimates of currently prevailing rates for comparable loans, was $173.9 million and $53.1 million, respectively.
To highlight the sensitivity of our fixed rate debt to changes in interest rates, the following summary shows the effects of a hypothetical instantaneous change of 100 basis points in interest rates (dollars in thousands): As of December 31, 2025 2024 Gross book value $ 11,964,716 $ 12,828,533 Fair value 12,290,096 12,620,797 Fair value reflecting change in interest rates: -100 basis points 12,826,536 13,078,684 +100 basis points 11,859,768 12,158,222 As of December 31, 2025 and 2024, the fair value of our secured and non-mortgage loans receivable, based on our estimates of currently prevailing rates for comparable loans, was $166.8 million and $173.9 million, respectively.
In September 2024, we terminated the February 2024 ATM Program and entered into an ATM Sales Agreement providing for the sale, from time to time, of up to $2.0 billion aggregate gross sales price of shares of our common stock (the “September 2024 ATM Program” and, together with the February 2024 ATM Program, the “ATM Programs”).
In September 2024, we entered into an ATM Sales Agreement providing for the sale, from time to time, of up to $2.0 billion aggregate gross sales price of shares of our common stock under the ATM Program.
By utilizing a forward sales agreement, we can secure a share price on the sale of 67 shares of our common stock at or shortly after the time the forward sales agreement becomes effective, while postponing the receipt of proceeds from the sale of shares until a future date.
An equity forward sales agreement enables us to secure a share price on the sale of shares of our common stock at or shortly after the time the forward sales agreement becomes effective, while postponing the receipt of proceeds from the sale of shares until a future date.
The following table sets forth a reconciliation of net income attributable to common stockholders to NOI (dollars in thousands): For the Years Ended December 31, 2024 2023 2022 Net income (loss) attributable to common stockholders $ 81,153 $ (40,973) $ (47,447) Adjustments: Interest and other income (28,114) (11,414) (3,635) Interest expense 602,835 574,112 467,557 Depreciation and amortization 1,253,143 1,392,461 1,197,798 General, administrative and professional fees 162,990 148,876 144,874 Loss (gain) on extinguishment of debt, net 687 (6,104) 581 Transaction, transition and restructuring costs 20,369 15,215 30,884 (Reversal of) allowance on loans receivable and investments, net (166) (20,270) 19,757 Gain on foreclosure of real estate — (29,127) — Shareholder relations matters 15,751 — 20,693 Other expense (income) 49,584 (23,001) 58,268 Net income attributable to noncontrolling interests 7,198 10,676 6,516 Income from unconsolidated entities (1,563) (13,626) (28,500) Income tax benefit (37,775) (9,539) (16,926) Gain on real estate dispositions (57,009) (62,119) (7,780) NOI $ 2,069,083 $ 1,925,167 $ 1,842,640 See “Results of Operations” for discussions regarding both NOI and same-store NOI.
The following table sets forth a reconciliation of net income attributable to common stockholders to NOI (dollars in thousands): For the Years Ended December 31, 2025 2024 2023 Net income (loss) attributable to common stockholders $ 251,381 $ 81,153 $ (40,973) Adjustments: Interest and other income (21,010) (28,114) (11,414) Interest expense 612,246 602,835 574,112 Depreciation and amortization 1,379,140 1,253,143 1,392,461 General, administrative and professional fees 177,400 162,990 148,876 Loss (gain) on extinguishment of debt, net 172 687 (6,104) Transaction, transition and restructuring costs 10,073 20,369 15,215 Reversal of allowance on loans receivable and investments, net — (166) (20,270) Gain on foreclosure of real estate — — (29,127) Shareholder relations matters — 15,751 — Other expense (income) 30,712 49,584 (23,001) Net income attributable to noncontrolling interests 10,137 7,198 10,676 Income from unconsolidated entities (4,468) (1,563) (13,626) Income tax benefit (14,150) (37,775) (9,539) Gain on real estate dispositions (38,579) (57,009) (62,119) NOI $ 2,393,054 $ 2,069,083 $ 1,925,167 See “Results of Operations” for discussions regarding both NOI and same-store NOI.
Investment mix measures the percentage of our investments that is concentrated in a specific asset type or that is operated or managed by a particular manager, tenant or borrower.
Investment mix measures the percentage of our investments that is concentrated in a specific asset type or that is operated or managed by a particular manager, tenant or borrower. Operations mix measures the percentage of our operating results that is attributed to a particular manager, tenant, or borrower, geographic location or business model.
Market Risk We are primarily exposed to market risk related to changes in interest rates with respect to borrowings under our unsecured revolving credit facility, our unsecured term loans and our commercial paper program, certain of our mortgage loans that are variable rate obligations, mortgage loans receivable that bear interest at variable rates and available for sale securities.
The following discussion addresses our integrated management of assets and liabilities, including the use of derivative financial instruments. 73 Table of Contents Market Risk We are primarily exposed to market risk related to changes in interest rates with respect to borrowings under our unsecured revolving credit facility, our unsecured term loans and our commercial paper program, certain of our mortgage loans that are variable rate obligations, loans receivable that bear interest at variable rates and available for sale securities.
Mortgages At December 31, 2024, our consolidated aggregate principal amount of mortgage debt outstanding was $3.2 billion, of which our share was $2.9 billion. 66 Under certain circumstances, contractual and legal restrictions, including those contained in the instruments governing our subsidiaries’ outstanding mortgage indebtedness, may restrict our ability to obtain cash from our subsidiaries for the purpose of meeting our debt service obligations, including our payment guarantees with respect to Ventas Realty’s and Ventas Canada’s senior notes.
Under certain circumstances, contractual and legal restrictions, including those contained in the instruments governing our subsidiaries’ outstanding mortgage indebtedness, may restrict our ability to obtain cash from our subsidiaries for the purpose of meeting our debt service obligations, including our payment guarantees with respect to Ventas Realty’s and Ventas Canada’s senior notes.
We operate through three reportable business segments: senior housing operating portfolio, which we refer to as “SHOP,” outpatient medical and research portfolio, which we refer to as “OM&R,” and triple-net leased properties, which we refer to as “NNN.” We also hold assets outside of our reportable business segments, which we refer to as non-segment assets and which consist primarily of corporate assets, including cash and cash equivalents, restricted cash, loans receivable and investments and accounts receivable as well as investments in unconsolidated entities.
See “Risk Factors—Risks Relating to Our REIT Status” included in Part I, Item 1A of this Annual Report. 54 Table of Contents We operate through three reportable segments: senior housing operating portfolio, which we refer to as “SHOP,” outpatient medical and research portfolio, which we refer to as “OM&R,” and triple-net leased properties, which we refer to as “NNN.” We also hold assets outside of our reportable segments, which we refer to as non-segment assets, and which consist primarily of corporate assets, including cash and cash equivalents, restricted cash, loans receivable and investments, accounts receivable and investments in unconsolidated entities.
Operations mix measures the percentage of our operating results that is attributed to a particular manager, tenant, or borrower, geographic location or business model. 60 The following tables reflect our concentration risk as of the dates and for the periods presented: As of December 31, 2024 2023 Investment mix by asset type (1) : Senior housing communities 67.3 % 65.8 % Outpatient medical buildings 19.7 20.4 Research centers 5.3 5.7 Other healthcare facilities 4.5 4.8 Inpatient rehabilitation facilities (“IRFs”) and long-term acute care facilities (“LTACs”) 2.0 1.5 Skilled nursing facilities (“SNFs”) 1.2 1.7 Secured loans receivable and investments, net — 0.1 Total 100.0 % 100.0 % Investment mix by manager and tenant (1) : Atria 21.0 % 23.5 % Sunrise 9.9 9.0 Lillibridge 9.8 10.2 Brookdale 6.6 7.7 Le Groupe Maurice 6.4 7.0 Wexford 5.1 5.4 Ardent 4.9 5.1 Kindred 1.3 0.8 All other 35.0 31.3 Total 100.0 % 100.0 % ______________________________ (1) Ratios are based on the gross book value of consolidated real estate investments (excluding properties classified as held for sale, development properties not yet operational and land parcels) as of each reporting date. 61 For the Years Ended December 31, 2024 2023 2022 Operations mix by manager and tenant and business model: Revenues (1) : SHOP 68.5 % 65.8 % 64.3 % Brookdale (2) 3.1 3.3 3.6 Ardent (3) 2.8 3.0 3.2 Kindred 2.8 2.9 3.2 All others 22.8 25.0 25.7 Total 100.0 % 100.0 % 100.0 % Net operating income (“NOI”): SHOP 41.9 % 37.0 % 35.1 % Brookdale (2) 7.2 7.7 8.1 Kindred 6.7 6.9 7.3 Ardent (3) 6.6 6.9 7.1 All others 37.6 41.5 42.4 Total 100.0 % 100.0 % 100.0 % Operations mix by geographic location (1) : California 13.4 % 13.6 % 14.3 % New York 7.0 7.4 7.5 Texas 6.6 6.5 6.6 Quebec, Canada 5.9 6.0 6.2 Illinois 4.9 4.4 4.3 All others 62.2 62.1 61.1 Total 100.0 % 100.0 % 100.0 % ______________________________ (1) Represents percentage of total revenues which include third-party capital management revenues, income from loans and investments and interest and other income.
The following tables reflect our concentration risk as of the dates and for the periods presented: As of December 31, 2025 2024 Investment mix by asset type (1) : Senior housing communities 69.2 % 67.3 % Outpatient medical buildings 18.2 19.7 Research centers 5.6 5.3 Other healthcare facilities 4.1 4.5 Inpatient rehabilitation facilities (“IRFs”) and long-term acute care facilities (“LTACs”) 1.8 2.0 Skilled nursing facilities (“SNFs”) 0.7 1.2 Secured loans receivable and investments, net 0.4 — Total 100.0 % 100.0 % Investment mix by manager and tenant (1) : Atria 19.6 % 21.0 % Lillibridge 9.5 9.8 Sunrise 9.3 9.9 Le Groupe Maurice 6.2 6.4 Wexford 5.3 5.1 Ardent 4.5 4.9 Brookdale 3.1 6.6 Kindred 1.2 1.3 All other 41.3 35.0 Total 100.0 % 100.0 % ______________________________ (1) Ratios are based on the gross book value of consolidated real estate investments (excluding properties classified as held for sale, development properties not yet operational and land parcels and including secured loan receivable and investments, net) as of each reporting date. 77 Table of Contents For the Years Ended December 31, 2025 2024 2023 Operations mix by manager and tenant and business model: Total Revenues: SHOP 73.3 % 68.5 % 65.8 % Brookdale (1) 2.6 3.1 3.3 Ardent 2.6 3.1 3.3 Kindred 2.4 2.8 2.9 All others 19.1 22.5 24.7 Total 100.0 % 100.0 % 100.0 % Net operating income (“NOI”): SHOP 49.5 % 41.9 % 37.0 % Ardent 6.4 7.3 7.6 Brookdale (1) 6.2 7.2 7.7 Kindred 5.8 6.7 6.9 All others 32.1 36.9 40.8 Total 100.0 % 100.0 % 100.0 % Operations mix by geographic location: Total Revenues: California 12.3 % 13.4 % 13.6 % Texas 8.0 6.6 6.5 New York 7.4 7.0 7.4 Quebec, Canada 5.3 5.9 6.0 Illinois 4.5 4.9 4.4 All others 62.5 62.2 62.1 Total 100.0 % 100.0 % 100.0 % ______________________________ (1) For all periods presented, includes 121 senior housing properties in our NNN segment leased to Brookdale, including 56 properties for which the lease expired on or before December 31, 2025 (the “Brookdale Conversion and Sale Communities”).
The Exchangeable Notes mature on June 1, 2026, unless earlier exchanged, redeemed or repurchased. As of both December 31, 2024 and 2023, we had $862.5 million aggregate principal amount of the Exchangeable Notes outstanding with an effective interest rate of 4.62% inclusive of the impact of the amortization of issuance costs.
As of both December 31, 2025 and 2024, we had $862.5 million aggregate principal amount of the Exchangeable Notes outstanding with an effective interest rate of 4.62% inclusive of the impact of the amortization of issuance costs.
Properties are excluded from same-store if they are: (i) sold, classified as held for sale or properties whose operations were classified as discontinued operations in accordance with GAAP; (ii) impacted by significant disruptive events such as flood or fire; (iii) for SHOP, those properties that are currently undergoing a significant disruptive redevelopment; (iv) for OM&R and NNN reportable business segments, those properties for which management has an intention to institute, or has instituted, a redevelopment plan because the properties may require major property-level expenditures to maximize value, increase NOI, or maintain a market-competitive position and/or achieve property stabilization, most commonly as the result of an expected or actual material change in occupancy or NOI; or (v) for SHOP and NNN reportable business segments, those properties that are scheduled to undergo operator or business model transitions, or have transitioned operators or business models after the start of the prior comparison period. 57 To eliminate the impact of exchange rate movements, certain of our performance-based disclosures, including same-store NOI for SHOP and NNN, assume constant exchange rates across comparable periods, using the following methodology: the current period’s results are shown in actual reported USD, while prior comparison period’s results are adjusted and converted to USD based on the average monthly exchange rate for the current period.
Our SHOP and NNN that have undergone operator or business model transitions will be included in same-store once operating under consistent operating structures for the full period in both periods presented. 72 Table of Contents Properties are excluded from same-store if they are: (i) sold, classified as held for sale or properties whose operations were classified as discontinued operations in accordance with GAAP; (ii) impacted by significant disruptive events such as flood or fire; (iii) for SHOP, those properties that are currently undergoing a significant disruptive redevelopment; (iv) for OM&R and NNN reportable segments, those properties for which management has an intention to institute, or has instituted, a redevelopment plan because the properties may require major property-level expenditures to maximize value, increase NOI, or maintain a market-competitive position and/or achieve property stabilization, most commonly as the result of an expected or actual material change in occupancy or NOI; or (v) for SHOP and NNN reportable segments, those properties that are scheduled to undergo operator or business model transitions, or have transitioned operators or business models after the start of the prior comparison period.
The increase in our SHOP segment NOI in 2024 over the prior year was driven by positive trends in revenue driven by gains in occupancy and revenue per occupied room, the addition of communities acquired in our SHOP segment and conversions of senior housing communities from our NNN segment to our SHOP segment.
The increase in our SHOP segment NOI in 2025 over the prior year was primarily driven by revenue growth due to an increase in average occupancy, revenue per occupied room, additional properties acquired and conversions of senior housing communities from our NNN segment to our SHOP segment.
As of December 31, 2024, our variable rate debt obligations of $0.8 billion reflect, in part, the effect of $141.3 million notional amount of interest rate swaps with maturities in March 2027, that effectively convert fixed rate debt to variable rate debt.
As of December 31, 2025, our variable rate debt obligations of $1.1 billion reflect, in part, the effect of $75.3 million notional amount of interest rate swaps with maturities in March 2027, that effectively convert fixed rate debt to variable rate debt. These interest rate swaps were not designated for hedge accounting.
Critical Accounting Policies and Estimates Our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report have been prepared in accordance with GAAP set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”).
“Risk Factors” of this Annual Report for additional discussion of the risks and uncertainties we and our managers, tenants or borrowers may face. 58 Table of Contents Critical Accounting Policies and Estimates Our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report have been prepared in accordance with GAAP set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”).
It matures in June 2027 and includes an accordion feature that permits Ventas Realty to increase the aggregate borrowings thereunder to up to $1.25 billion, subject to the satisfaction of certain conditions, including the receipt of additional commitments for such increase.
The amended term loan included an accordion feature that permits Ventas Realty to increase the aggregate borrowings thereunder to up to $1.75 billion, subject to the satisfaction of certain conditions, including the receipt of additional commitments for such increase.
The non-GAAP financial measures we present in this Annual Report may not be comparable to those presented by other real estate companies due to the fact that not all real estate companies use the same definitions. You should not consider these measures as alternatives for, or superior to, financial measures calculated in accordance with GAAP.
The non-GAAP financial measures we present in this Annual Report may not be comparable to those presented by other companies, which may define similarly titled measures differently than we do. You should not consider these measures as alternatives for, or superior to, financial measures calculated in accordance with GAAP.
ASU 2024-03 requires a footnote disclosure about specific expenses by requiring PBEs to disaggregate, in a tabular presentation, each relevant expense caption on the face of the income statement that includes certain natural expenses relevant to the Company, such as (1) employee compensation, (2) depreciation and (3) intangible asset amortization.
ASU 2024-03 requires PBEs to include footnote disclosure that disaggregates, in a tabular presentation, each relevant expense caption on the face of the income statement that includes certain natural expenses relevant to the Company, such as (i) employee compensation, (ii) depreciation and (iii) intangible asset amortization. The tabular disclosure must also include certain other expenses, when applicable.
For the next 12 months, our principal liquidity needs are to: (i) fund operating expenses; (ii) meet our debt service requirements; (iii) repay maturing mortgage and other debt; (iv) fund acquisitions, investments and commitments and any development and redevelopment activities; (v) fund capital expenditures; and (vi) make distributions to our stockholders and unitholders, as required for us to continue to qualify as a REIT.
Liquidity and Capital Resources Our principal sources of liquidity are cash flows from operations, proceeds from the issuance of debt and equity securities, borrowings under our unsecured revolving credit facility and commercial paper program, and proceeds from asset sales. 80 Table of Contents For the next 12 months, our principal liquidity needs are to: (i) fund operating expenses; (ii) meet our debt service requirements; (iii) repay maturing mortgage and other debt; (iv) fund acquisitions, investments and commitments and any development and redevelopment activities; (v) fund capital expenditures; and (vi) make distributions to our stockholders and unitholders, as required for us to continue to qualify as a REIT.
We do not use derivative instruments for trading or speculative purposes, and we have a policy of entering into contracts only with major financial institutions based upon their credit ratings and other factors.
We follow established risk management policies and procedures, including the use of derivative instruments, to mitigate the impact of these risks. 83 Table of Contents We do not use derivative instruments for trading or speculative purposes, and we have a policy of entering into contracts only with major financial institutions based upon their credit ratings and other factors.
For the year ended December 31, 2022, primarily related to shareholder relations matters. 56 NOI We also consider NOI an important supplemental measure because it allows investors, analysts and our management to assess our unlevered property-level operating results and to compare our operating results with those of other real estate companies and between periods on a consistent basis.
For the year ended December 31, 2023, primarily related to gain on foreclosure of real estate, payment obligation arising in connection with sale of real estate and certain legal matters. 71 Table of Contents NOI We consider NOI an important supplemental measure because it allows investors, analysts and our management to assess our unlevered property-level operating results and to compare our operating results between periods on a consistent basis.
Ventas Realty has a $200.0 million unsecured term loan priced at Adjusted SOFR plus 0.85%, which is subject to adjustment based on Ventas Realty’s debt ratings. This term loan is fully and unconditionally guaranteed by Ventas, Inc.
As of December 31, 2025, Ventas Realty had a $200.0 million unsecured term loan priced at Adjusted SOFR plus 0.85%, which was subject to adjustment based on Ventas Realty’s debt ratings. This term loan was fully and unconditionally guaranteed by Ventas and subject to certain customary covenants and other terms and conditions.
Derivatives and Hedging In the normal course of our business, interest rate fluctuations affect future cash flows under our variable rate debt obligations, loans receivable and marketable debt securities, and foreign currency exchange rate fluctuations affect our operating results. We follow established risk management policies and procedures, including the use of derivative instruments, to mitigate the impact of these risks.
Derivatives and Hedging In the normal course of our business, interest rate fluctuations affect future cash flows under our variable rate debt obligations, loans receivable and marketable debt securities, and foreign currency exchange rate fluctuations affect our operating results.
The Segment Properties in the table below excludes non-stabilized properties, certain properties for which we do not receive occupancy information and properties acquired or properties that transitioned operators for which we do not have a full four quarters of occupancy results.
The table excludes (i) properties classified as held for sale, (ii) non-stabilized properties, (iii) certain properties for which we do not receive occupancy information and (iv) properties acquired or properties that transitioned operators for which we do not have a full quarter of occupancy results.
ABR does not include straight-line rental income, rent escalators, common area maintenance charges, the amortization of above / below market lease intangibles or other non-cash items.
ABR does not include future rent escalators, percentage rent, which is a rental charge typically based on certain tenants’ gross revenue, common area maintenance charges or non-cash items such as straight-line rental income, the amortization of above / below market lease intangibles or other items.
Income tax benefit The 2024 income tax benefit is primarily due to losses in certain of our TRS entities and a $28.6 million change in valuation allowance due to purchase accounting activity. The 2023 income tax benefit is primarily due to losses in certain of our TRS entities and a $3.2 million benefit from internal restructurings of U.S. TRS entities.
Income tax benefit The 2025 income tax benefit is primarily due to losses in certain of our TRS entities and a $15.0 million net change in valuation allowances. The 2024 income tax benefit is primarily due to losses in certain of our TRS entities and a $28.6 million change in valuation allowance due to purchase accounting activities.
Effective management of these risks is a contributing factor to the absolute levels and variability of our FFO and net worth. The following discussion addresses our integrated management of assets and liabilities, including the use of derivative financial instruments.
Effective management of these risks is a contributing factor to the absolute levels and variability of our FFO and net worth.
See “Note 10 – Senior Notes Payable and Other Debt” and “Note 14 – Commitments and Contingencies” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report for further information regarding our long-term debt obligations and operating obligations, respectively. 64 We may, from time to time, seek to retire or purchase our outstanding indebtedness for cash or in exchange for equity securities in open market purchases, privately negotiated transactions or otherwise.
See “Note 10 – Senior Notes Payable and Other Debt” and “Note 14 – Commitments and Contingencies” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report for further information regarding our long-term debt obligations and operating obligations, respectively.
Commitments and Contingencies The information contained in “Note 14 – Commitments and Contingencies” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report is incorporated by reference into this Item 7. 69 Guarantor and Issuer Information - Registered Senior Notes Ventas, Inc. has fully and unconditionally guaranteed the obligation to pay principal and interest with respect to the outstanding senior notes issued by our 100% owned subsidiary, Ventas Realty, that were issued in transactions registered under the Securities Act of 1933.
Guarantor and Issuer Information - Registered Senior Notes Ventas, Inc. has fully and unconditionally guaranteed the obligation to pay principal and interest with respect to the outstanding senior notes issued by our 100% owned subsidiary, Ventas Realty, that were issued in transactions registered under the Securities Act of 1933.
We determine the fair value of other fixed assets, such as site improvements and furniture, fixtures and equipment, based upon the replacement cost and depreciate such value over the assets’ estimated remaining useful lives as determined at the applicable acquisition date.
We determine the fair value of other fixed assets, such as site improvements, and furniture, fixtures and equipment, based upon the replacement cost and depreciate such value on a straight-line basis over the assets’ estimated remaining useful lives, generally 15 years for land improvements and 20 years for building improvements.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeITEM 7A. Quantitative and Qualitative Disclosures About Market Risk The information set forth in Part II, Item 7 of this Annual Report under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Asset/Liability Management” is incorporated by reference into this Item 7A. 70
Biggest changeITEM 7A. Quantitative and Qualitative Disclosures About Market Risk The information set forth in Part II, Item 7 of this Annual Report under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Asset/Liability Management” is incorporated by reference into this Item 7A. 88 Table of Contents

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