Ventas, Inc. (VTR)

CIK: 0000740260. SIC: 6798 Real Estate Investment Trusts. Latest 10-K as of: 2026-02-06.

SIC breadcrumb: Finance, Insurance, And Real Estate > Holding And Other Investment Offices > SIC 6798 Real Estate Investment Trusts

SEC company page: https://www.sec.gov/edgar/browse/?CIK=740260. Latest filing source: 0000740260-26-000006.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000740260.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Financial Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-06. Report date: 2025-12-31.

ITEM 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion provides information that management believes is relevant to an understanding and assessment of the consolidated financial condition and results of operations of Ventas, Inc. You should read this discussion in conjunction with our Consolidated Financial Statements and the notes thereto included in Part II, Item 8 of this Annual Report and our Risk Factors included in Part I, Item 1A of this Annual Report.

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. We hold a portfolio that includes senior housing communities, outpatient medical buildings, research centers, hospitals and healthcare facilities located in North America and the United Kingdom. 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 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. Provided we qualify for taxation as a REIT, we generally are not required to pay U.S. federal corporate income taxes on our REIT taxable income that is currently distributed to our stockholders. In order to maintain our qualification as a REIT, we must satisfy a number of technical requirements, which impact how we invest in, operate and manage our assets. See “Risk Factors—Risks Relating to Our REIT Status” included in Part I, Item 1A of this Annual Report.

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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. Our investments in unconsolidated entities include investments made through our third-party institutional private capital management platform, Ventas Investment Management (“VIM”). Through VIM, we partner with third-party institutional investors to invest in real estate through various joint ventures and other co-investment vehicles where we are the sponsor or general partner, including our open-ended investment vehicle, the Ventas Life Science & Healthcare Real Estate Fund (the “Ventas Fund”). Our investments in unconsolidated entities also includes investments in operating entities, such as Ardent Health, Inc. (together with its subsidiaries, “Ardent”) and Atria Senior Living, Inc. (together with its subsidiaries, “Atria”). See our Consolidated Financial Statements and the related notes, including “Note 7 – Investments in Unconsolidated Entities” included in Part II, Item 8 of this Annual Report.

Our chief operating decision maker evaluates performance of the combined properties in each operating segment and determines how to allocate resources to these segments based on net operating income (“NOI”) for each segment. See our Consolidated Financial Statements and the related notes, including “Note 2 – Accounting Policies” and “Note 18 – Segment Information” included in Part II, Item 8 of this Annual Report.

The following table summarizes information for our portfolio for the year ended December 31, 2025 (dollars in thousands):

Segment

NOI (1)

Percentage of Total NOI

Segment Properties

Senior housing operating portfolio (SHOP)

$

1,184,064 

49.4 

%

752 

Outpatient medical and research portfolio (OM&R)

590,169 

24.7 

%

409 

Triple-net leased properties (NNN)

588,073 

24.6 

%

213 

Non-segment (2)

30,748 

1.3 

%

n/a

$

2,393,054 

100 

%

1,374 

______________________________

(1)    “NOI” is defined as total revenues, less interest and other income, property-level operating expenses and third-party capital management expenses. See “Non-GAAP Financial Measures” included elsewhere in this Annual Report for additional disclosure and a reconciliation of Net income attributable to common stockholders, as computed in accordance with U.S. generally accepted accounting principles (“GAAP”), to NOI.

(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. 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.

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Our objective is to generate reliable and growing cash flows from our portfolio, which enables us to pay regular cash dividends to stockholders and creates opportunities to increase stockholder value.

2026 Market Trends

We expect senior housing to benefit from strong supply/demand fundamentals, including robust projected demand growth combined with low projected supply growth. Senior housing is expected to benefit from a large and growing aging demographic in the United States, with the 80+ population anticipated to grow by 28% through 2030. United States senior housing construction starts are at historically low levels.

Our operations have been and are expected to continue to be impacted by broader economic and market conditions, including interest rates, inflation and conditions of the capital and labor markets.

See “Risk Factors” in Part I, Item 1A of this Annual Report for additional discussion of risks affecting our business.

Select 2025 and Early 2026 Highlights

Investments and Dispositions

•During the year ended December 31, 2025, we acquired 52 senior housing communities reported within our SHOP segment for an aggregate purchase price of $2.3 billion.

•During the year ended December 31, 2025, we sold three senior housing communities in our SHOP segment, six properties in our OM&R segment and 14 properties in our NNN segment for aggregate consideration of $223.2 million and recognized $17.8 million in Gain on real estate dispositions. In addition, we recognized $20.8 million in Gain on real estate dispositions from a lease modification on 12 OM&R properties.

•In January and February 2026 we acquired 26 senior housing communities reported within our SHOP segment for $842.2 million.

Liquidity and Capital

•As of December 31, 2025, we had $5.3 billion in liquidity, including $3.5 billion of availability under our unsecured revolving credit facility, $741.1 million of cash and cash equivalents on hand and $1.0 billion of estimated proceeds available under unsettled equity forward sales agreements calculated using the forward price net of fees, and less $18.6 million outstanding under our uncommitted line for standby letters of credit.

•In April 2025, we amended our unsecured revolving credit facility to, among other things, increase our borrowing capacity from $2.75 billion to $3.5 billion.

•In August 2025, we increased the amount that Ventas Realty, Limited Partnership (“Ventas Realty”) may issue from time to time under its commercial paper program from a maximum aggregate amount outstanding at any time of $1.0 billion to $2.0 billion. Other than the increase in the program’s maximum capacity, the other terms of the commercial paper program remain unchanged.

•In January 2026, Ventas Realty amended the terms of its $500.0 million unsecured term loan due June 2027 to, among other things, extend the maturity to January 2031, increase the principal amount to $700.0 million and, within the same agreement, establish a new unsecured delay draw term loan in the principal amount of $550 million. 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 proceeds from the increase in the

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principal amount of the term loan were used to repay in full Ventas Realty’s $200.0 million unsecured term loan due February 2027. As of January 2026, the delayed draw term loan remains undrawn.

Senior Notes

•In January and February 2025, we repaid $450.0 million and $600.0 million aggregate principal amount of 2.65% Senior Notes due 2025 and 3.50% Senior Notes due 2025, respectively, at maturity.

•In June and December 2025, Ventas Realty issued $500.0 million and $500.0 million of aggregate principal amount of 5.10% Senior Notes due 2032 and 5.00% Senior Notes due 2036, respectively. The proceeds of both offerings were primarily used for general corporate purposes, which included repayment of other indebtedness and expenses related to the offering.

•In January 2026, we repaid $500.0 million aggregate principal amount of 4.13% Senior Notes due 2026 at maturity.

Mortgages

•During the year ended December 31, 2025, we repaid in full mortgage loans in the aggregate principal amount of $596.9 million.

Equity

•In May 2025, our stockholders approved the increase of authorized common stock from 600 million shares to 1.2 billion shares.

•In June 2025, we amended the sales agreement for our at-the-market equity offering program (the “ATM Program”) such that the aggregate gross sales price of common stock available for issuance under the program immediately following the amendment was $2.25 billion.

•During the year ended December 31, 2025, we entered into equity forward sales agreements under the ATM Program for 46.2 million shares of our common stock for gross proceeds of $3.2 billion, representing an average price of $69.51 per share, of which 13.9 million shares or approximately $1.1 billion in gross proceeds remained unsettled with maturities through July 2027.

•As of December 31, 2025, the remaining amount available under the ATM Program for future sales of common stock was $350.3 million.

•In January 2026, we entered into equity forward sales agreements under the ATM Program for 1.5 million shares of common stock or approximately $111.7 million in gross proceeds which remain unsettled with maturity in July 2027. As of January 31, 2026, the remaining amount available under the ATM Program for future sales of common stock was $238.5 million.

Portfolio

•During the year ended December 31, 2025, we converted 63 senior housing communities located in the United States from the NNN segment to the SHOP segment. We also transitioned 26 senior housing communities within the SHOP segment to new managers.

•During the year ended December 31, 2025, we converted 11 senior housing communities located in the United Kingdom within our NNN segment to our SHOP segment and transitioned such assets to a new manager.

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Other Items

•During the year ended December 31, 2025, the Ventas Fund, an equity method investee, acquired three senior housing communities and two outpatient medical buildings for an aggregate purchase price of $279.5 million. Refer to “Note 7 – Investments in Unconsolidated Entities”.

•During the year ended December 31, 2025, the Pension Fund Joint Venture, an equity method investee, sold five senior housing communities for aggregate consideration of $302.5 million. Refer to “Note 7 – Investments in Unconsolidated Entities”.

•In December 2024, we entered into agreements with Brookdale Senior Living, Inc. (with its subsidiaries, “Brookdale”) and certain of its affiliates with respect to 121 senior housing properties in our NNN segment whose lease term was scheduled to expire under our Master Lease with Brookdale on December 31, 2025. Under these agreements, among other things, the term of the Brookdale Master Lease for 65 senior housing properties was extended to December 31, 2035. Of the remaining 56 senior housing properties (w) 42 were converted to our SHOP segment during the year ended December 31, 2025, (x) 3 were converted to our SHOP segment on January 1, 2026, (y) 2 were sold during the year ended December 31, 2025 and (z) 9 were classified as held for sale as of December 31, 2025.

New Legislation

On July 4, 2025, H.R. 1 (the “OBBBA”) was signed into law. The OBBBA includes several significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017, reforms to Medicaid and other changes to the Internal Revenue Code (the “Code”) that affect us and our investors.

As a REIT, we are required to meet various (a) organizational requirements, (b) gross income tests, (c) asset tests, and (d) annual dividend requirements imposed under the Code. Provided that we qualify to be taxed as a REIT, generally we are entitled to a deduction for dividends that we pay and therefore are not subject to U.S. federal corporate income tax on our REIT taxable income that currently is distributed to our stockholders. This treatment substantially eliminates the “double taxation” at the corporate and stockholder levels that generally results from an investment in a C corporation. We have also elected for certain of our subsidiaries to be treated as taxable REIT subsidiaries (“TRS” or “TRS entities”), which are subject to federal, state and foreign income taxes.

Among other things, the OBBBA (i) permanently extended the 20% deduction for “qualified REIT dividends” for our stockholders who are individuals and non-corporate taxpayers under Section 199A of the Code, (ii) increased the percentage limit under the REIT asset test applicable to our TRSs from 20% to 25% for taxable years beginning after December 31, 2025, and (iii) increased the base for the 30% interest deduction limit under Section 163(j) of the Code by modifying the definition of “adjusted taxable income” to exclude depreciation, amortization and depletion expense for taxable years beginning after December 31, 2024.

The OBBBA also contains provisions that may affect our and our managers’, tenants’ or borrowers’ operations, including but not limited to provisions that pertain to funding of government reimbursement programs, which in turn may affect our business, financial condition or results of operations. See Part I, Item 1. “Business - Government Regulation” of this Annual Report for additional discussion of laws and regulations that we and our managers, tenants or borrowers may be subject to and Part I, Item 1A. “Risk Factors” of this Annual Report for additional discussion of the risks and uncertainties we and our managers, tenants or borrowers may face.

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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”). GAAP requires us to make estimates and assumptions regarding future events that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We base these estimates on our experience and assumptions we believe to be reasonable under the circumstances. However, if our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, we may have applied a different accounting treatment, resulting in a different presentation of our financial statements. We periodically reevaluate our estimates and assumptions and, in the event, they prove to be different from actual results, we make adjustments in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain.

We believe that the critical accounting policies described below, among others, affect our more significant estimates and judgments used in the preparation of our financial statements. For more information regarding our critical accounting policies, see “Note 2 – Accounting Policies” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.

Principles of Consolidation

The Consolidated Financial Statements included in Part II, Item 8 of this Annual Report include our accounts and the accounts of our wholly-owned subsidiaries and the joint venture entities over which we exercise control. All intercompany transactions and balances have been eliminated in consolidation, and our net earnings are reduced by the portion of net earnings attributable to noncontrolling interests.

GAAP requires us to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; and (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. We consolidate our investment in a VIE when we determine that we are its primary beneficiary. We may change our original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affects the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all, or a portion of an interest held by the primary beneficiary.

We identify the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. We perform this analysis on an ongoing basis.    

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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. Our real estate acquisitions are generally accounted for as asset acquisitions as substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. We record the cost of the assets acquired as tangible and intangible assets and liabilities based upon their relative fair values as of the acquisition date.

Our asset acquisitions may include one or more groups of real estate properties within which there are different types of tangible and intangible assets, typically consisting of land, buildings, site improvements, furniture, fixtures and equipment and lease intangibles. 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. The individual fair value of the real estate properties is estimated by applying a valuation methodology such as the direct capitalization method of the income approach, which includes estimate for a capitalization rate, annual gross income, vacancy, and expenses based on a number of factors including historical operating results, known and anticipated trends as well as market and economic conditions.

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. 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. We determine the value of land either by considering the sales prices of similar properties in recent transactions or based on internal analyses of recently acquired and existing comparable properties within our portfolio. We generally determine the value of construction in progress based upon the replacement cost. 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. Construction in progress, including capitalized interest, is not depreciated until the development has reached substantial completion.

Intangibles primarily include the value of in-place leases and acquired lease contracts. We include all lease-related intangible assets and liabilities within Acquired lease intangibles and Accounts payable and other liabilities, respectively, on our Consolidated Balance Sheets.

The fair value of acquired lease-related intangibles, if any, reflects: (i) the estimated value of any above- or below-market leases, determined by discounting the difference between the estimated market rent and in-place lease rent; and (ii) the estimated value of in-place leases related to the cost to obtain tenants, including leasing commissions, and an estimated value of the absorption period to reflect the value of the rent and recovery costs foregone during a reasonable lease-up period as if the acquired space was vacant. We amortize any acquired lease-related intangibles to revenue or amortization expense over the remaining life of the associated lease plus any assumed bargain renewal periods. If a lease is terminated prior to its stated expiration or not renewed upon expiration, we recognize all unamortized amounts of lease-related intangibles associated with that lease in operations over the shortened lease term.

We estimate the fair value of purchase option intangible assets and liabilities, if any, by discounting the difference between the applicable property’s acquisition date fair value and an estimate of its future option price. 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.    

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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 generally assume the lease classification previously determined by the prior lessee absent a modification in the assumed lease agreement. We assess assumed operating leases, including ground leases, to determine whether the lease terms are favorable or unfavorable to us given current market conditions on the acquisition date. To the extent the lease terms are favorable or unfavorable to us relative to market conditions on the acquisition date, we recognize an intangible asset or liability at fair value and amortize that asset or liability to Interest or rental expense in our Consolidated Statements of Income over the applicable lease term. Where we are the lessee, we record the acquisition date values of leases, including any above- or below-market value, within Operating lease assets and Operating lease liabilities on our Consolidated Balance Sheets.    

We estimate the fair value of noncontrolling interests assumed consistent with the manner in which we value all of the underlying assets and liabilities.

We calculate the fair value of long-term assumed debt by discounting the remaining contractual cash flows on each instrument at the current market rate for those borrowings, which we approximate based on the rate at which we would expect to incur a replacement instrument on the date of acquisition, and recognize any fair value adjustments related to long-term debt as effective yield adjustments over the remaining term of the instrument.

Impairment of Long-Lived and Intangible Assets

We periodically evaluate our long-lived assets, primarily consisting of investments in real estate, for impairment indicators. If indicators of impairment are present, we evaluate the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying operations. 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. We recognize an impairment loss at the time we make any such determination.     

Estimates of fair value used in our evaluation of investments in real estate are based upon an income approach, if necessary, or other acceptable valuation techniques that are based, in turn, upon all available evidence including level three inputs, such as net operating income, revenue and expense growth rates, estimates of future cash flows, capitalization rates, discount rates, general economic conditions and trends, or other available market data such as replacement cost or comparable sales. Our ability to accurately predict future operating results and cash flows and to estimate and determine fair values impacts the timing and recognition of impairments. While we believe our assumptions are reasonable, changes in these assumptions may have a material impact on our financial results.

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. We refer to such actions as a “foreclosure” and to such properties as “foreclosed properties.” We account for foreclosed properties received in settlement of loans receivable in accordance with ASC 310, Receivables. Foreclosed real estate received in full or partial satisfaction of a loan and any debt assumed upon foreclosure is recorded at fair value at the time of foreclosure. If the amortized cost basis in the loan exceeds the fair value of the collateral received, the difference is recorded as an allowance on loans receivable and investments 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

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and transaction costs, is recorded as a Gain on foreclosure of real estate in our Consolidated Statements of Income.

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 April 2024, the SEC exercised its discretion to stay this rule and, subsequently, in March 2025, the SEC voted to end its defense of the rule against certain legal challenges. We are monitoring the ongoing judicial review of these legal challenges to determine the impact, if any, of the rule on our Consolidated Financial Statements.

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”). 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. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. We are evaluating the impact of adopting ASU 2024-03 on our Consolidated Financial Statements.

Results of Operations

As of December 31, 2025, we operated through three reportable segments: SHOP, OM&R and NNN. In our SHOP segment, we own and invest in senior housing communities and engage operators to operate those communities. In our OM&R segment, we primarily acquire, own, develop, lease and manage outpatient medical buildings and research centers. 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. 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. Non-segment assets consist primarily of corporate assets, including cash and cash equivalents, restricted cash, loans receivable and investments and accounts receivable.

Our chief operating decision maker (“CODM”) is the Chief Executive Officer of the Company. 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. For further information regarding our reportable segments and a discussion of our definition of NOI, see “Note 18 – Segment Information” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report. See “Non-GAAP Financial Measures” included elsewhere in this Annual Report on Form 10-K for additional disclosure and reconciliations of Net income attributable to common stockholders, as computed in accordance with GAAP, to NOI.

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Years Ended December 31, 2025 and 2024

The table below shows our results of operations for the years ended December 31, 2025 and 2024 and the effect of changes in those results from period to period on our net income attributable to common stockholders (dollars in thousands):

For the Years Ended

December 31,

Increase (Decrease) to

Net Income

2025

2024

$

%

NOI:

SHOP

$

1,184,064 

$

866,383 

$

317,681 

36.7

%

OM&R

590,169 

579,271 

10,898 

1.9 

NNN

588,073 

606,225 

(18,152)

(3.0)

Non-segment

30,748 

17,204 

13,544 

78.7 

Total NOI

2,393,054 

2,069,083 

323,971 

15.7 

Interest and other income

21,010 

28,114 

(7,104)

(25.3)

Interest expense

(612,246)

(602,835)

(9,411)

(1.6)

Depreciation and amortization

(1,379,140)

(1,253,143)

(125,997)

(10.1)

General, administrative and professional fees

(177,400)

(162,990)

(14,410)

(8.8)

Loss on extinguishment of debt, net

(172)

(687)

515 

75.0 

Transaction, transition and restructuring costs

(10,073)

(20,369)

10,296 

50.5 

Reversal of allowance on loans receivable and investments, net

— 

166 

(166)

nm

Shareholder relations matters

— 

(15,751)

15,751 

nm

Other expense

(30,712)

(49,584)

18,872 

38.1 

Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests

204,321 

(7,996)

212,317 

nm

Income from unconsolidated entities

4,468 

1,563 

2,905 

nm

Gain on real estate dispositions

38,579 

57,009 

(18,430)

(32.3)

Income tax benefit

14,150 

37,775 

(23,625)

(62.5)

Net income

261,518 

88,351 

173,167 

nm

Net income attributable to noncontrolling interests

10,137 

7,198 

2,939 

40.8 

Net income attributable to common stockholders

$

251,381 

$

81,153 

$

170,228 

nm

______________________________

nm - not meaningful

NOI—SHOP Segment

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The following table summarizes results of operations in our SHOP segment for the years ended December 31, 2025 and 2024 (dollars in thousands):

For the Years Ended

December 31,

Increase (Decrease) to NOI

2025

2024

$

%

NOI—SHOP

Resident fees and services

$

4,276,163 

$

3,372,796 

$

903,367 

26.8

%

Less: Property-level operating expenses

(3,092,099)

(2,506,413)

(585,686)

(23.4)

NOI

$

1,184,064 

$

866,383 

$

317,681 

36.7 

%

Segment

Properties at

December 31,

Average Unit

Occupancy

for the Years Ended

December 31,

Average Monthly Revenue Per Occupied Room for

the Years Ended

December 31,

2025

2024

2025

2024

2025

2024

Total communities

752 

629 

87.3 

%

84.5 

%

$

5,255 

$

4,923 

Resident fees and services include all amounts earned from residents at the senior housing communities in our SHOP segment, such as rental fees related to resident leases, extended healthcare fees and other ancillary service income. Property-level operating expenses related to our SHOP segment include labor, food, utilities, real estate taxes, insurance, repairs and maintenance, marketing, management fees, supplies and other costs of operating the properties. For senior housing communities in our SHOP segment, occupancy generally reflects average operator-reported unit occupancy for the reporting period. Average monthly revenue per occupied room reflects average resident fees and services per operator-reported occupied unit for the reporting period.

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. 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). 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.

For the Years Ended

December 31,

Increase (Decrease) to NOI

2025

2024

$

%

Same-Store NOI—SHOP

Resident fees and services

$

3,096,685 

$

2,861,461 

$

235,224 

8.2

%

Less: Property-level operating expenses

(2,218,687)

(2,100,930)

(117,757)

(5.6)

NOI

$

877,998 

$

760,531 

$

117,467 

15.4 

%

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Segment

Properties at

December 31,

Average Unit

Occupancy

for the Years Ended

December 31,

Average Monthly Revenue Per Occupied Room for

the Years Ended

December 31,

2025

2024

2025

2024

2025

2024

Same-store communities

483 

483 

88.9

%

86.1

%

$

5,268 

$

5,027 

The increase in our same-store SHOP segment NOI in 2025 over the prior year was primarily driven by higher average occupancy and revenue per occupied room, partially offset by higher property-level operating expenses due to higher occupancy and inflationary increases.

NOI—OM&R Segment

The following table summarizes results of operations in our OM&R segment for the years ended December 31, 2025 and 2024 (dollars in thousands). For properties in our OM&R segment, occupancy generally reflects occupied square footage divided by net rentable square footage as of the end of the reporting period.

For the Years Ended

December 31,

Increase (Decrease) to NOI

2025

2024

$

%

NOI—OM&R

Rental income

$

895,089 

$

874,886 

$

20,203 

2.3

%

Third-party capital management revenues

2,813 

2,705 

108 

4.0 

Total revenues

897,902 

877,591 

20,311 

2.3 

Less:

Property-level operating expenses

(307,733)

(298,320)

(9,413)

(3.2)

NOI

$

590,169 

$

579,271 

$

10,898 

1.9 

%

Segment

Properties at

December 31,

Occupancy at

December 31,

Annualized Average Rent Per Occupied Square Foot for the Years Ended December 31,

2025

2024

2025

2024

2025

2024

Total OM&R

409 

426 

88.6

%

88.3

%

$

38 

$

37 

The increase in our OM&R segment NOI in 2025 over the prior year was primarily due to new leasing activity, high tenant retention and additional NOI from a development project placed in service, partially offset by higher property-level operating expenses and dispositions.

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The following table compares results of operations for our 399 same-store OM&R (dollars in thousands):

For the Years Ended

December 31,

Increase (Decrease) to NOI

2025

2024

$

%

Same-Store NOI—OM&R

Rental income

$

834,413 

$

812,667 

$

21,746 

2.7

%

Less: Property-level operating expenses

(279,807)

(270,216)

(9,591)

(3.5)

NOI

$

554,606 

$

542,451 

$

12,155 

2.2 

%

Segment

Properties at

December 31,

Occupancy at

December 31,

Annualized Average Rent Per Occupied Square Foot for the Years Ended December 31,

2025

2024

2025

2024

2025

2024

Same-store OM&R

399 

399 

90.4

%

90.0

%

$

38 

$

37 

The increase in our same-store OM&R segment NOI in 2025 over the prior year is primarily due to higher occupancy driven by new leasing activity and high tenant retention, partially offset by higher property-level operating expenses.

NOI—NNN Segment

The following table summarizes results of operations in our NNN segment for the years ended December 31, 2025 and 2024 (dollars in thousands):

For the Years Ended

December 31,

(Decrease) Increase to NOI

2025

2024

$

%

NOI—NNN

Rental income

$

601,578 

$

622,054 

$

(20,476)

(3.3

%)

Less: Property-level operating expenses

(13,505)

(15,829)

2,324 

14.7 

NOI

$

588,073 

$

606,225 

$

(18,152)

(3.0)

%

In our NNN segment, our revenues generally consist of fixed rental amounts (subject to contractual escalations) received from our tenants in accordance with the applicable lease terms. We report revenues and property-level operating expenses within our NNN segment for real estate tax and insurance expenses that are paid from escrows collected from our tenants.

The decrease in our NNN segment NOI in 2025 over the prior year was primarily driven by a $35.6 million decrease in rental income from senior housing communities that converted to our SHOP segment and a $23.9 million decrease in rental income from dispositions partially offset by a $14.6 million increase in rental income attributed to the net non-cash revenue impact of changed revenue recognition from cash to straight-line related to a senior housing triple-net tenant, a $13.1 million increase in rental income from acquisitions in the third quarter of 2024, a $10.0 million net increase in rental income from lease renewals, contractual rent escalators and timing of rent collection.

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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 occupancy reporting is delivered to us following the reporting period, occupancy is reported in arrears. The following table sets forth average continuing occupancy rates for the trailing 12 months ended September 30, 2025 and 2024 related to the triple-net leased properties we owned and that were included in our NNN segment at December 31, 2025 and 2024, respectively. 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.

Number of Properties Owned at December 31, 2025

Average Occupancy for the Trailing 12 Months Ended September 30, 2025

Number of Properties Owned at December 31, 2024

Average Occupancy for the Trailing 12 Months Ended September 30, 2024

Senior housing communities

114 

79.7

%

190 

78.7

%

SNFs

17 

85.8 

18 

84.7 

IRFs and LTACs

43 

57.8 

34 

54.8 

The following table compares results of operations for our 193 same-store NNN segment (dollars in thousands):

For the Years Ended

December 31,

Increase (Decrease) to NOI

2025

2024

$

%

Same-Store NOI—NNN

Rental income

$

482,055 

$

455,785 

$

26,270 

5.8

%

Less: Property-level operating expenses

(11,801)

(11,463)

(338)

(2.9)

NOI

$

470,254 

$

444,322 

$

25,932 

5.8 

%

The increase in our same-store NNN segment rental income in 2025 over the prior year was attributable primarily to a $14.6 million increase in rental income attributed to the net non-cash revenue impact of changed revenue recognition from cash to straight-line related to a senior housing triple-net tenant and a $10.0 million net increase in rental income from lease renewals, contractual rent escalators and timing of rent collection.

NOI — Non-Segment

Non-segment NOI 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. The $13.5 million increase in non-segment NOI in 2025 over the prior year was primarily due to a $8.6 million increase in interest income from a secured loan receivable made in September 2024 and a $5.1 million increase in interest income from a sales-type lease receivable recognized in June 2025. See “Note 6 – Loans Receivable and Investments, net” and “Note 5 – Dispositions and Impairments” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.

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Corporate Results

Interest and other income

The $7.1 million decrease in interest and other income in 2025 over the prior year was primarily due to a decrease in overall cash and cash equivalents invested in short-term money market funds coupled with lower interest rates.

Interest expense

The $9.4 million increase in interest expense in 2025 over the prior year was primarily due to higher effective interest rates and lower capitalized interest expense offset by a lower weighted average debt balance. Our weighted average effective interest rate was 4.56% for 2025 compared to 4.41% for 2024, which increased interest expense by $20.1 million. Capitalized interest for 2025 and 2024 was $10.0 million and $15.6 million, respectively. The higher interest expense due to higher effective rates and lower capitalized interest was partially offset by a lower weighted average debt balance of $13.1 billion in 2025 compared to $13.5 billion in 2024.

Depreciation and amortization

The $126.0 million increase in depreciation and amortization expense in 2025 over the prior year was primarily due to an increase of $193.3 million associated with recent acquisition activities partially offset by a decrease of $68.2 million attributed to certain intangibles reaching the end of their depreciable life in 2025.

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.

Transaction, transition and restructuring costs

The $10.3 million decrease in transaction, transition and restructuring costs in 2025 over the prior year was primarily due to lower average net costs primarily related to properties converted from our NNN to SHOP segment.

Shareholder relations matters

Shareholder relations matters of $15.8 million in 2024 was related to proxy advisory costs related to our response to a proxy campaign associated with the Company’s 2024 annual meeting of stockholders and such costs did not reoccur in 2025.

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Other expense

The $18.9 million decrease in Other expense for 2025 over the prior year was driven by lower mark to market charges relating to our derivative instruments and certain legal matters incurred in 2024 that did not reoccur in 2025.

Income from unconsolidated entities

The $2.9 million increase in income from unconsolidated entities for 2025 over the prior year was primarily due to increase from gain on real estate dispositions by the Pension Fund Joint Venture in 2025 partially offset by a gain recognized in 2024 following Ardent’s initial public offering and higher losses incurred by certain equity method investees.

Gain on real estate dispositions

The $18.4 million decrease in Gain on real estate dispositions for 2025 over the prior year was primarily due to the sale of 23 properties and a sales-type lease which resulted in a total gain of $38.7 million in 2025. In 2024 we sold 55 properties for a gain of $57.0 million.

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.

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.

Non-GAAP Financial Measures

We consider certain non-GAAP financial measures to be useful supplemental measures of our operating performance. A non-GAAP financial measure is a measure of historical or future financial performance, financial position or cash flows that excludes or includes amounts that are not so excluded from or included in the most directly comparable measure calculated and presented in accordance with GAAP. Described below are the non-GAAP financial measures used by management to evaluate our operating performance and that we consider most useful to investors, together with reconciliations of these measures to the most directly comparable GAAP measures.

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. In order to facilitate a clear understanding of our consolidated historical operating results, you should

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examine these measures in conjunction with the most directly comparable GAAP measures as presented in our Consolidated Financial Statements and other financial data included elsewhere in this Annual Report.

Nareit Funds From Operations and Normalized Funds From Operations Attributable to Common Stockholders

Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. However, since real estate values historically have risen or fallen with market conditions, many industry investors deem presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. For that reason, we consider Nareit Funds From Operations attributable to common stockholders (“FFO”) and Normalized FFO attributable to common stockholders (“Normalized FFO”) to be appropriate supplemental measures of operating performance of an equity REIT. We believe that the presentation of FFO, combined with the presentation of required GAAP financial measures, has improved the understanding of operating results of REITs among the investing public and has helped make comparisons of REIT operating results more meaningful. Management generally considers FFO to be a useful measure for understanding and comparing our operating results because, by excluding gains and losses related to sales of previously depreciated operating real estate assets, impairment losses on depreciable real estate and real estate asset depreciation and amortization (which can differ across owners of similar assets in similar condition based on historical cost accounting and useful life estimates), FFO can help investors compare the operating performance of a company’s real estate across reporting periods and to the operating performance of other companies. We believe that Normalized FFO is useful because it allows investors, analysts and our management to compare our operating performance across periods on a consistent basis. In some cases, we provide information about identified non-cash components of FFO and Normalized FFO because it allows investors, analysts and our management to assess the impact of those items on our financial results.

We use the National Association of Real Estate Investment Trusts (“Nareit”) definition of FFO. Nareit defines FFO as net income attributable to common stockholders (computed in accordance with GAAP) excluding gains (or losses) from sales of real estate property, including gain (or loss) on re-measurement of equity method investments and impairment write-downs of depreciable real estate, plus real estate depreciation and amortization, and after adjustments for unconsolidated entities and noncontrolling interests. Adjustments for unconsolidated entities and noncontrolling interests will be calculated to reflect FFO on the same basis. We 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) the financial impact of contingent consideration; (j) gains and losses on non-real estate dispositions and other normalizing items related to noncontrolling interests and unconsolidated entities; and (k) other items set forth in the Normalized FFO reconciliation included herein.

Beginning 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.

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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. For the year ended December 31, 2024, primarily related to shareholder relations matters and certain legal matters. 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.

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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. We define NOI as total revenues, less interest and other income, property-level operating expenses and third-party capital management expenses. In order to facilitate a clear understanding of our historical consolidated operating results, NOI should be examined in conjunction with Net income attributable to common stockholders as presented in our Consolidated Financial Statements and other financial data included elsewhere in this Annual Report.

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. We define same-store as properties owned, consolidated and operational for the full period in both comparison periods and that are not otherwise excluded; provided, however, that we may include selected properties that otherwise meet the same-store criteria if they are included in substantially all of, but not a full, period for one or both of the comparison periods, and in our judgment such inclusion provides a more meaningful presentation of our segment performance.

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. These properties are considered stabilized upon the earlier of (a) the achievement of 80% sustained occupancy or (b) 24 months from the date of acquisition or substantial completion of work. 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. 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.

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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.        

To eliminate the impact of exchange rate movements, our same-store NOI for SHOP and NNN and same-store SHOP communities average monthly revenue per occupied room (RevPor) performance-based disclosures 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.

The following table shows the same-store metrics for the prior year’s results with and without the impact from applying a constant exchange rate:

For the Year Ended December 31, 2024

Constant Exchange Rate

Without Constant Exchange Rate

Same-Store NOI—SHOP

Resident fees and services

$

2,861,461

$

2,870,652

Less: Property-level operating expenses

(2,100,930)

(2,106,507)

NOI

$

760,531

$

764,145

Same-Store NOI—NNN

Rental income

$

455,785

$

455,312

Less: Property-level operating expenses

(11,463)

(11,463)

NOI

$

444,322

$

443,849

For the Year Ended December 31, 2024

Constant Exchange Rate

Without Constant Exchange Rate

Same-Store RevPor - SHOP Communities

$

5,027

$

5,043

Asset/Liability Management

Asset/liability management, a key element of enterprise risk management, is designed to support the achievement of our business strategy, while ensuring that we maintain appropriate and tolerable levels of market risk (primarily interest rate risk and foreign currency exchange risk) and credit risk. 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.

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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. These market risks result primarily from changes in benchmark interest rates. To manage these risks, we continuously monitor our level of variable rate debt with respect to total debt and other factors, including our assessment of current and future economic conditions. 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.

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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. 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 “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.

The increase in our outstanding variable rate debt as of December 31, 2025 compared to December 31, 2024 is primarily attributable to the maturity of a $400.0 million variable to fixed interest rate swap in March

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2025.

The decrease in our outstanding fixed rate debt from December 31, 2025 compared to December 31, 2024 was primarily attributable to the maturity of a $400.0 million variable to fixed interest rate swap in March 2025 and the repayment of $500.0 million aggregate principal amount of fixed-rate debt.

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.

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.

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. Increases in market interest rates typically result in a decrease in the fair value of fixed rate debt while decreases in market interest rates typically result in an increase in the fair value of fixed rate date. While changes in market interest rates affect the fair value of our fixed rate debt, these changes do not affect the interest expense associated with our fixed rate debt. Therefore, interest rate risk does not have a significant impact on our fixed rate debt obligations until their maturity or earlier prepayment and refinancing. If interest rates have risen at the time we seek to refinance our fixed rate debt, whether at maturity or otherwise, our future earnings and cash flows could be adversely affected by additional borrowing costs. Conversely, lower interest rates at the time of refinancing may reduce our overall borrowing costs.

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. 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.

As a result of our Canadian and United Kingdom operations, we are subject to fluctuations in certain foreign currency exchange rates that may, from time to time, affect our financial condition and operating performance. Based solely on our results for the year ended December 31, 2025 (including the impact of

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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. We will continue to mitigate these risks through a layered approach to hedging and continual assessment of our foreign operational capital structure. Nevertheless, we cannot assure you that any such fluctuations will not have an effect on our earnings.

Concentration Risk

We use concentration ratios to identify, understand and evaluate the potential impact of economic downturns and other adverse events that may affect our asset types, geographic locations, business models, and managers, tenants and borrowers. We evaluate concentration risk in terms of investment mix and operations mix. 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.

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.

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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”). In connection therewith, (i) 42 of the Brookdale Conversion and Sale Communities were converted to our SHOP segment during 2025, with the revenues and NOI for those properties included in the above table through the date of conversion, (ii) 3 of the Brookdale Conversion and Sale Communities were converted to our SHOP segment on January 1, 2026, (iii) 2 of the Brookdale Conversion and Sale Communities were sold during 2025, with the revenues and NOI for those properties included in the above table through the date of sale and (iv) 9 of the Brookdale Conversion and Sale Communities were held for sale as of December 31, 2025. As a result of foregoing, Brookdale is not expected to constitute a significant percentage of our total revenues or total NOI in 2026 and thereafter.

See “Non-GAAP Financial Measures” included elsewhere in this Annual Report for additional disclosure and reconciliations of net income attributable to common stockholders, as computed in accordance with GAAP, to NOI.

We derive a significant portion of our revenues by leasing assets under long-term triple-net leases in which the rental rate is generally fixed with escalators, subject to certain limitations. Some of our triple-net lease escalators are contingent upon the satisfaction of specified facility revenue parameters or based on increases in the Consumer Price Index (“CPI”), with caps, floors or collars. 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.

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The concentration of our NNN segment revenues and operating income that are attributed to Ardent and Kindred creates credit risk. 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. 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 regularly monitor and assess any changes in the relative credit risk associated with our significant tenant relationships. The ratios and metrics we use to evaluate the relative credit risk associated with those relationships depend on facts and circumstances specific to that relationship and may vary over time. 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. Among other things, we may review and analyze information regarding the real estate, senior housing and healthcare industries generally, financial statements and other public or private information regarding any tenant, guarantor, obligor, or affiliated company. From time to time we may also participate in discussions and in-person meetings with representatives of the significant tenant. Using this information, we calculate and review multiple financial ratios (which may, but do not necessarily, include, leverage, fixed charge coverage, rent coverage and other property level key performance indicators), including certain adjustments based on information provided by the tenant or required by the relevant reporting requirements and the expected future performance of the assets, tenants and guarantors.

Because Atria, Sunrise and Le Groupe Maurice manage our properties in exchange for the receipt of a management fee from us, we are not directly exposed to the credit risk of our managers in the same manner or to the same extent as our triple-net tenants. However, we rely on our managers’ personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage the senior housing communities’ operations efficiently and effectively. We also rely on Atria, Sunrise and Le Groupe Maurice to set appropriate resident fees, to provide accurate property-level financials results in a timely manner and otherwise operate our senior housing communities in compliance with the terms of our management agreements and all applicable laws and regulations. Although we have various rights as the property owner under our management agreements, including various rights to terminate and exercise remedies under the agreements as provided therein, Atria’s. Sunrise’s or Le Groupe Maurice’s failure, inability or unwillingness to satisfy its respective obligations under those agreements, to efficiently and effectively manage our properties or to provide timely and accurate accounting information with respect thereto 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. Also, if our tenants are not able or willing to renew our triple-net leases upon expiration, we may be unable to reposition the applicable properties on a timely basis or on the same or better economic terms, if at all. Although our lease expirations are staggered, the non-renewal of some or all of our triple-net leases that expire in any given year could have a material adverse effect on us. 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. See “Risk Factors—Risks Relating to Our Business Operations and Strategy—” included in Part I, Item IA of this Annual Report.

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Tenant Lease Expirations

The following table summarizes our lease expirations in our OM&R and NNN segments, excluding real estate assets classified as held for sale, over the next 10 years and thereafter, assuming that none of the tenants exercise any of their renewal or purchase options, as of December 31, 2025 (dollars and square feet in thousands):

Expiration Year

2026

2027

2028

2029

2030

2031

2032

2033

2034

2035

Thereafter

OM&R:

Square Feet

2224

2973

2504

2618

2358

1662

1561

1228

2530

835

1708

OM&R Annualized Base Rent (1)

60,886

89,016

74,538

74,580

67,712

40,328

45,399

37,986

70,130

22,945

49,873

% of Total OM&R Annualized Base Rent

10 

%

14 

%

12 

%

12 

%

11 

%

6 

%

7 

%

6 

%

11 

%

4 

%

8 

%

NNN:

Segment Properties

13

6

16

18

27

20

7

4

5

0

84

NNN Annualized Base Rent (1)(2)

13,238

10,795

43,852

12,129

87,226

29,310

9,001

1,570

16,481

0

215,755

% of Total NNN Annualized Base Rent

3 

%

2 

%

10 

%

3 

%

20 

%

7 

%

2 

%

— 

%

4 

%

— 

%

49 

%

Total OM&R and NNN Annualized Base Rent

74,124

99,812

118,390

86,709

154,938

69,638

54,400

39,556

86,611

22,945

265,629

% of Total OM&R and NNN Annualized Base Rent

7 

%

9 

%

11 

%

8 

%

14 

%

6 

%

5 

%

4 

%

8 

%

2 

%

25 

%

______________________________

(1)Annualized Base Rent (“ABR”) represents the annualized contractual cash base rent as of quarter end. 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.

(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. See “Risk Factors—Risks Relating to Our Business Operations and Strategy—Our inability to renew our management agreements with our SHOP managers or our leases with our NNN and OM&R tenants on as favorable terms or at all, and our inability when necessary, to effectively and efficiently transition a SHOP community to a new manager or a NNN or OM&R property to a new tenant, may have an adverse effect on our business, financial condition and results of operations” included in Part I, Item 1A of this Annual Report.

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.

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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. Depending upon the availability of external capital, we believe our liquidity is sufficient to fund these uses of cash. We expect that these liquidity needs generally will be satisfied by a combination of the following: cash flows from operations, cash on hand, unsettled equity forward sales agreements, 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 facility and commercial paper program. However, an inability to access liquidity through multiple capital sources concurrently could have a material adverse effect on us.

Our material contractual obligations arising in the normal course of business primarily consist of long-term debt and related interest payments, and operating obligations which include ground lease obligations. During the year ended December 31, 2025, our material contractual obligations decreased primarily due to the net repayment of debt. 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.

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.

Credit Facilities, Commercial Paper, Unsecured Term Loans and Letters of Credit

As of December 31, 2025, our $3.50 billion unsecured revolving credit facility had no borrowings outstanding and $0.8 million restricted to support outstanding letters of credit. We use our unsecured revolving credit facility to support our commercial paper program and for general corporate purposes.

Our wholly-owned subsidiary, Ventas Realty, Limited Partnership (“Ventas Realty”), may issue from time to time unsecured commercial paper notes up to a maximum aggregate amount outstanding at any time of $2.0 billion. The notes are sold under customary terms in the U.S. commercial paper note market and are ranked pari passu with Ventas Realty’s other unsecured senior indebtedness. The notes are fully and unconditionally guaranteed by Ventas. As of December 31, 2025, we had no borrowings outstanding under our commercial paper program.

As of December 31, 2025, Ventas Realty had a $500.0 million unsecured term loan priced at 0.10% plus SOFR (“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. It was scheduled to mature in June 2027 and included an accordion feature that permitted 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. This unsecured term loan was refinanced in January 2026 as discussed below.

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. It was scheduled to mature in February 2027 and included an accordion feature that permitted Ventas Realty to increase the aggregate borrowings thereunder to up to $500.0 million, subject to the

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satisfaction of certain conditions, including the receipt of additional commitments for such increase. This unsecured term loan was repaid in January 2026 as discussed below.

As of December 31, 2025, we had a $100.0 million uncommitted line for standby letters of credit, which had an outstanding balance of $18.6 million. The agreement governing the line contains certain customary covenants and other terms and conditions. Under its terms, we are required to pay a fixed rate commission on each outstanding letter of credit.

In January 2026, Ventas Realty amended the terms of its $500.0 million unsecured term loan due June 2027 to, among other things, extend the maturity to January 2031, increase the principal amount to $700.0 million and, within the same agreement, establish a new unsecured delay draw term loan in the principal amount of $550 million 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 proceeds from the increase in the principal amount of the term loan were used to repay in full Ventas Realty’s $200.0 million unsecured term loan due February 2027. As of January 2026, the delayed draw term loan remains undrawn.

Exchangeable Senior Notes

In June 2023, Ventas Realty issued $862.5 million aggregate principal amount of its 3.75% Exchangeable Senior Notes due 2026 (the “Exchangeable Notes”) in a private placement. The Exchangeable Notes are senior, unsecured obligations of Ventas Realty and are fully and unconditionally guaranteed on an unsecured and unsubordinated basis by Ventas. The Exchangeable Notes bear interest at a rate of 3.75% per year, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2023. The Exchangeable Notes mature on June 1, 2026, unless earlier exchanged, redeemed or repurchased.

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. 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. 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.

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). 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. Upon exchange of the Exchangeable Notes, Ventas Realty will pay cash up to the aggregate principal amount of the Exchangeable Notes to be exchanged and pay or deliver (or cause to be delivered), as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at Ventas Realty’s election, in respect of the remainder, if any, of its exchange obligation in excess of the aggregate principal amount of the Exchangeable Notes being exchanged. 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. On or after March 1, 2026, until the close of business on the business day immediately preceding the maturity date, the Exchangeable Notes are exchangeable at the option of the noteholders at any time regardless of these conditions or periods.

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Senior Notes

As of December 31, 2025, we had outstanding $8.2 billion aggregate principal amount of senior notes issued by Ventas Realty, approximately $73.8 million aggregate principal amount of senior notes issued by Nationwide Health Properties, Inc. (“NHP”) and assumed by our subsidiary, Nationwide Health Properties, LLC (“NHP LLC”), as successor to NHP, in connection with our acquisition of NHP, and C$2.0 billion aggregate principal amount of senior notes issued by our subsidiary, Ventas Canada Finance Limited (“Ventas Canada”). All of the senior notes issued by Ventas Realty and Ventas Canada are unconditionally guaranteed by Ventas, Inc.

In January 2026, we repaid $500.0 million aggregate principal amount of 4.13% Senior Notes due 2026 at maturity.

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. The amounts involved may be material.

The indentures governing our outstanding senior notes require us to comply with various financial and other restrictive covenants. We were in compliance with all of these covenants at December 31, 2025.

In January and February 2025, we repaid $450.0 million and $600.0 million aggregate principal amount of 2.65% Senior Notes due 2025 and 3.50% Senior Notes due 2025, respectively, at maturity.

In June and December 2025, Ventas Realty issued $500.0 million and $500.0 million of aggregate principal amount of 5.10% Senior Notes due 2032 and 5.00% Senior Notes due 2036, respectively. The proceeds of both offerings were primarily used for general corporate purposes, which included repayment of other indebtedness and expenses related to the offering.

Mortgages

At December 31, 2025, our consolidated aggregate principal amount of mortgage debt outstanding was $2.6 billion, of which our share was $2.3 billion.

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.

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.

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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. When considered together with the underlying exposure that the derivative is designed to hedge, we do not expect that the use of derivatives in this manner would have any material adverse effect on our future financial condition or results of operations.

We enter into interest rate swaps in order to maintain a capital structure containing targeted amounts of fixed and variable-rate debt and manage interest rate risk. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for our fixed-rate payments. 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. We designate our interest rate locks as cash flow hedges. Gains and losses when we settle our interest rate locks are amortized over the life of the related debt and recorded in Interest expense in our Consolidated Statements of Income.

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.

As of December 31, 2025, our fixed rate debt obligations of $12.0 billion reflect, 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. These interest rate swaps were designated as cash flow hedges.

Capital Stock

We have established an at-the-market offering program that provides for the sale, from time to time, of shares of our common stock, including through forward sales agreements, as described in more detail below (the "ATM Program"). 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. In June 2025, we amended the ATM Sales Agreement such that the aggregate gross sales price of common stock available for issuance under the ATM Program immediately following the amendment was $2.25 billion. As of December 31, 2025, the remaining amount available under the ATM Program for future sales of common stock was $350.3 million.

During the year ended December 31, 2025, we entered into equity forward sales agreements under the ATM Program for 46.2 million shares of our common stock for gross proceeds of $3.2 billion, representing an average price of $69.51 per share. During the year ended December 31, 2025, we settled 35.7 million shares of common stock under outstanding equity forward sales agreements entered into under the ATM Program for net cash proceeds of $2.3 billion.

As of December 31, 2025, we maintained unsettled equity forward sales agreements for 13.9 million shares of common stock, or approximately $1.1 billion in gross proceeds with varying maturities through July 2027.

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In January 2026, we entered into equity forward sales agreements under the ATM Program for 1.5 million shares of common stock or approximately $111.7 million in gross proceeds which remain unsettled with maturity in July 2027. As of January 31, 2026, the remaining amount available under the ATM Program for future sales of common stock was $238.5 million.

Equity Forward Sales Agreements

From time to time, including under our ATM Program, we may enter into equity forward sales agreements. 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. Equity forward sales agreements generally have a maturity of one to two years. At any time during the term of an equity forward sales agreement, we may settle that equity forward sales agreement by delivery of physical shares of our common stock to the forward purchaser or, at our election, subject to certain exceptions, we may settle in cash or by net share settlement. The forward sales price we expect to receive upon settlement of outstanding equity forward sales agreements will be the initial forward price, net of commissions, established on or shortly after the effective date of the relevant equity forward sales agreement, subject to adjustments for accrued interest, the forward purchasers’ stock borrowing costs in excess of a certain threshold specified in the equity forward sales agreement and certain fixed price reductions for expected dividends on our common stock during the term of the equity forward sales agreement. Our unsettled equity forward sales agreements are accounted for as equity instruments. Refer to “Note 15 - Earnings Per Share.” Refer to “Note 16 – Permanent and Temporary Equity”.

Dividends

During 2025, we declared four dividends totaling $1.92 per share of our common stock, including a fourth quarter dividend of $0.48 per share. In order to continue to qualify as a REIT, we must make annual distributions to our stockholders of at least 90% of our REIT taxable income (excluding net capital gain). 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.

We expect that our cash flows will exceed our REIT taxable income due to depreciation and other non-cash deductions in computing REIT taxable income and that we will be able to satisfy the 90% distribution requirement. However, from time to time, we may not have sufficient cash on hand or other liquid assets to meet this requirement or we may decide to retain cash or distribute such greater amount as may be necessary to avoid income and excise taxation. If we do not have sufficient cash on hand or other liquid assets to enable us to satisfy the 90% distribution requirement, or if we desire to retain cash, we may borrow funds, issue additional equity securities, pay taxable stock dividends, if possible, distribute other property or securities or engage in a transaction intended to enable us to meet the REIT distribution requirements or any combination of the foregoing.

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. 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

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maximize the value, increase NOI, maintain a market-competitive position, achieve property stabilization or change the primary use of the property.

The terms of our triple-net leases generally obligate our tenants to pay all capital expenditures necessary to maintain and improve our triple-net leased properties. However, from time to time, we may fund the capital expenditures for our triple-net leased properties through loans or advances to the tenants, which may increase the amount of rent payable with respect to the properties in certain cases. We may also fund capital expenditures for which we may become responsible upon expiration of our triple-net leases or in the event that our tenants are unable or unwilling to meet their obligations under those leases.

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.

To the extent that unanticipated capital expenditure needs arise or significant borrowings are required, our liquidity may be affected adversely. Our ability to borrow additional funds may be restricted in certain circumstances by the terms of the instruments governing our outstanding indebtedness.

Cash Flows

The following table sets forth our sources and uses of cash flows for the years ended December 31, 2025 and 2024 (dollars in thousands):

For the Years Ended

December 31,

Change

2025

2024

$

%

Cash, cash equivalents and restricted cash at beginning of year

$

957,233 

$

563,462 

$

393,771 

69.9 

%

Net cash provided by operating activities

1,646,726 

1,329,625 

317,101 

23.8 

Net cash used in investing activities

(2,694,418)

(2,377,089)

(317,329)

(13.3)

Net cash provided by financing activities

873,757 

1,445,220 

(571,463)

(39.5)

Effect of foreign currency translation

2,839 

(3,985)

6,824 

171.2 

Cash, cash equivalents and restricted cash at end of year

$

786,137 

$

957,233 

$

(171,096)

(17.9)

Cash Flows from Operating Activities

Cash flows from operating activities increased $317.1 million during 2025 compared to the same period in 2024 primarily due to growth in our SHOP business.

Cash Flows from Investing Activities

Cash flows used in investing activities increased $317.3 million during 2025 compared to the same period in 2024 primarily due to a $367.8 million increase in real estate property acquisitions, a $115.9 million decrease in proceeds from real estate dispositions and a $82.3 million increase in capital expenditures partially offset by a $41.4 million decrease in development project expenditures, a $124.4 million decrease to loan receivable investment and $41.9 million increase in proceeds received from loans receivable. 

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Cash Flows from Financing Activities

Net cash provided by financing activities decreased $571.5 million during 2025 compared to the same period in 2024. The decline was driven primarily by a $782.9 million decrease in proceeds from debt issuance, a $158.5 million increase in debt repayments and a $119.7 million increase in dividends paid. These items were partially offset by a $463.6 million increase in net proceeds from the issuance of common stock and stock option exercises.

Off-Balance Sheet Arrangements

We own interests in certain unconsolidated entities as described in “Note 7 – Investments in Unconsolidated Entities.” Except in limited circumstances, our risk of loss is limited to our investment in the entities and any outstanding loans receivable. Further, we use financial derivative instruments to hedge interest rate and foreign currency exchange rate exposure. Finally, as of December 31, 2025, we had $19.4 million outstanding letters of credit obligations.

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.

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. No other Ventas entities are issuers or guarantors of debt securities registered under the Securities Act.

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 Ventas Realty’s payment obligations and our payment guarantees with respect to Ventas Realty’s registered senior notes.

Ventas Realty is a direct, wholly owned subsidiary of Ventas, Inc. Excluding investments in subsidiaries, the assets, liabilities and results of operations of Ventas Realty and Ventas, Inc., on a combined basis, are not material to the consolidated financial position or consolidated results of operations of Ventas. 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.

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