VTR 10-K & 10-Q changes, risk factors and insider trading

•Risks RelatedRelating to Our Business Operations and Strategy

•Risks Relating to Our Capital Structure Risks

•OurRisks Relating to Legal, Compliance and Regulatory Risks

•Risks RelatedRelating to Our BusinessREIT Operations and StrategyStatus

Macroeconomic trends, including unfavorable trends relating to labor costs, unemployment, inflation, interest rates and exchange rates, may adversely impact our business, financial condition and results of operations. Increased labor costs and a shortage of available skilled and unskilled workers may impact our or our managers’, tenants’ or borrowers’ workforce, including employees at our senior housing communities. To the extent we or our managers, tenants or borrowers cannot hire sufficient qualified workers, we or they may need to rely on high-cost alternatives to meet labor needs, including contract and overtime labor. In addition, we and our managers, tenants and borrowers compete with various other companies in attracting and retaining qualified and skilled personnel. Competitive pressures may require that we or our managers, tenants or borrowers enhance pay and benefits packages to compete effectively for such personnel. We and our managers, tenants and borrowers may not be able to offset additional staffing costs by increasing the rates we charge, whether to residents, tenants or others. If there is an increase in these costs or if we or our managers, tenants and borrowers fail to attract and retain qualified and skilled personnel, our respective businesses and operating results could be adversely affected. See also “—To the extent that we or our managers, tenants and borrowers are unable to navigate successfully the trends affecting our or their businesses and the industries in which we or they operate, we may be adversely affected.”

Many of our costs and the costs of our managers, tenants and borrowers, including operating and administrative expenses, interest expense and real estate acquisition and construction costs, are subject to inflation. Any increase in inflation that results in an increase in such costs could adversely affect our business, results of operation and financial condition. These costs include expenses for property-related contracted services, utilities, repairs and maintenance and insurance and general and administrative costs including compensation costs,costs and fees for technology services and professional service fees.services. See also “—We may face increased risks and costs associated with volatility in materials and labor prices or as a result of supply chain or procurement disruptions, which may adversely affect the status of our construction projects.” Property taxes are also impacted by inflationary changes because taxes in some jurisdictions are regularly reassessed based on changes in the fair value of our properties. We may not be able to offset such additional costs by passing them through, or increasing the rates we charge, to residents and tenants. If there is an increase in these costs, our business, cash flows and operating results could be adversely affected.

Rising interest rates may also result in higher operating and incremental borrowing costs for us and our managers, tenants and borrowers. Increases in or elevated interest rates may also result in a decrease in the value of our real estate and a decrease in our cash flows and net income. See also “—We are exposed to increases in interest rates, which could reduce our profitability and adversely impact our ability to refinance existing debt, sell assets or engage in acquisition, investment, development and redevelopment activity, and our decision to hedge against interest rate risk might not be effective.”

Elevated inflation or higher than expected interest rates due to macrodevelopments, U.S. government policies,policies or otherwise,otherwise could negatively impact consumer spending, our and our managers’, tenants’ and borrowers’ businesses,businesses and future demand for our properties. Additionally, the perception by consumers of weak or weakening market conditions may reduce disposable income and impact consumer spending in senior housing or healthcare, which could adversely affect our financial results. See also “—Market conditions and the actual and perceived state of the capital markets generally could negatively impact our business, financial condition and results of operations”, “—If our managers’, tenants’ or borrowers’ financial condition or business prospects deteriorate, our business, financial condition and results of operations could be adversely affected.affected” and “—Market conditions, the actual and perceived state of the capital markets generally and limitations on our ability to access such markets could negatively impact our business and have an adverse effect on us, including our ability to make required payments on our debt obligations, make distributions to our stockholders or make future investments necessary to implement our business strategy.”

We and our managers, tenants and borrowers may rely on government programs or agencies as a source of funding. From time to time, lawmakers or regulators may take actions that result in significant changes to the healthcare system in the United States, including with respect to government funding of or from NIH, Medicare and Medicaid. Our tenants include universities, academic medical centers and other research institutions whose funding may be dependent on grants from government agencies, such as the NIH and similar agencies or organizations. Other of our tenants, such as LTACs, SNFsSNFs, IRFs and certain healthcare facilities, may rely on reimbursement from Medicare and/or Medicaid. Our managers, tenants and borrowers who operate senior housing communities typically depend on private pay sources consisting of the income or assets of residents or their family members to pay fees but may in some limited circumstances receive payments from government reimbursement programs like Medicare and Medicaid.

Funding from government agencies and reimbursement programs such as the NIH, Medicare and Medicaid, including the overall availability and reimbursement rates under these programs, often fluctuates and is subject to the political process, which is often unpredictable. For example, in 2025, the U.S. administration adopted substantial policy changes that affect research and government program funding. Certain of our tenants, including certain university tenants, may depend on NIH grants and reimbursements to partially fund research and in some cases to pay rent for space in our properties. In addition, federal policymakers have proposed and enacted policies to reduce overall healthcare spending which could impact our managers, tenants and borrowers. Any reduction in the availability or rate of funding or reimbursement, or delays surrounding the approval of such funding or reimbursement, may adversely impact our managers’, tenants’ or borrowers’ operations or may cause our tenants to cease making rent payment payments to us or delay or forgo leasing space in our properties, which in turn may negatively impact our business, financial condition, or results of operations. In addition, such developments could adversely impact the overall demand for space in our properties.

Our managers, tenants and borrowers include senior housing managers, hospitals, post-acute facilities and other healthcare systems, medical practices and life sciences and technology companies that are subject to a complex set of trends affecting their businesses and the industries in which they operate. If we or they are unable to successfully navigate these trends, our business, financial condition and operating results and that of our managers, tenants and borrowers could be adversely affected.

There have been, and there are expected to continue to be, advances and changes in technology, payment models, healthcare delivery models, public policy, regulation and consumer behavior and perception that could reduce demand for on-site activities provided at our properties. For example, the increased demand in telehealth solutions could broadly impact market demand for our properties and cause long-term structural changes in the marketplace. If our managers, tenants or borrowers are unable to adapt to long-term changes in demand, their financial condition could be materially impacted and our business, financial condition and results of operations could suffer.

OurIn addition, our managers, tenants and borrowers face a highly competitive labor market, which has been compounded by general inflationary pressures on wages and could be further compounded by a shortage of care givers or other trained personnel, union activities or minimum wage laws. For example, California SB-525, which was signed into law in June 2023 and became effective for healthcare workers in 2024, requires certain healthcare facility employers to pay wages for certain covered employees that are higher than other state-mandated minimum wages. Pressures such as these may require our managers, tenants and borrowers to comply with regulations or enhance pay and benefits packages to compete effectively for trained personnel or use high-cost alternatives to meet labor needs, including contract and overtime labor. They may be unable to offset these increased costs by increasing the amounts they charge their patients, residents or clients. Rising labor expense could negatively impact the financial condition of our managers, tenants and borrowers and impair their ability to meet their obligations to us.

Federal policymakers have announced proposals that may result in significant changes to the healthcare system in the United States, including with respect to government funding of or from NIH and Medicaid, which could impact certain of our managers, tenants and borrowers. See “—Changes in the U.S. political and regulatory environment could affect availability of government funding that we or our managers, tenants or borrowers rely on, which could negatively impact our business.” These and other trends could significantly and adversely affect the profitability of these tenants, which could affect their ability to make payments or meet their other obligations to us or their willingness to renew their leases on terms that are as favorable to us, or at all.

We invest in a variety of asset classes in real estate, including senior housing, outpatient medical, research, long-term acute care facilities and other healthcare facilities. While we endeavor to invest in a diversified portfolio, thereThere can be no assurance that in a particular economic or operational environment all assets will perform equally well or that our balance sheet will be appropriately balanced. Each of our asset classes are subject to their own dynamics and their own specific operational, financial, compliance, regulatory and market risks.

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

Under the REIT tax rules, the senior housing communities in our SHOP segment that are “qualified healthcare properties” generally must be operated and managed for us by third-party managers and we have limited rights to direct or influence the business or operations of those communities. A number of the non-qualified healthcare properties in our SHOP segment are also managed by third-party managers. However, in each case, we nonetheless participate directly in the financial performance of the communities’ operations and are ultimately responsible for all operational risks and other liabilities of such properties, other than those arising out of certain actions by our managers, such as gross negligence, fraud or willful misconduct. These risks include, and our financial performance is impacted by, among other things, fluctuations in occupancy levels, the inability to charge desirable resident fees (including anticipated increases in those fees), increases in the cost of food, supplies, energy, labor (as a result of labor shortages, unionization, inflation or otherwise) or other services, rent control regulations, national and regional economic conditions, the imposition of new or increased taxes, capital expenditure requirements, changes in management or equity, accounting misstatements, professional and general liability claims, litigation and regulatory actions and the availability and cost of insurance. Additionally, new or smaller third-party managers may have less experience in managing these senior housing communities and may require more oversight or attention. Any one or a combination of these factors could impact the performance of our SHOP segment, which could adversely affect our business, financial condition and results of operations. Such risks could also arise as a result of our ownership of outpatient medical and research buildings, and which could also adversely affect our business, financial condition and results of operations.

IfOur we needinability to replace any ofrenew our management agreements with our SHOP managers or tenants,our weleases maywith beour unableNNN toand doOM&R sotenants on as favorable terms,terms ifor at all, and weour couldinability bewhen subjectnecessary, to delays, limitationseffectively and expenses,efficiently whichtransition coulda adverselySHOP affectcommunity 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.

OurWe leasesare andparty to management agreements havewith setour terms.SHOP managers and leases with our NNN and OM&R tenants. While our leasesmanagement agreements and management agreementsleases may be renewed, either pursuant to prenegotiated renewal rights or through negotiation, there can be no assurance that our managers or tenants will renew their leases with us, or our managers will renew their management agreements with us. Even if a manager or tenant renews its lease with us, or a manager renews its management agreement with us, we cannot assure you that the renewals will be on favorable terms. This risk may be exacerbated if market conditions at the time of the renewal are not as favorable as they were at the time the lease or management agreement was initially entered into or if the manager or tenant is subject to financial or operational difficulties.

Our leases and management agreements and leases provide us,us and our managers and our tenants with termination rights in certain circumstances. If our leasesmanagement agreements or management agreementsleases are not renewed or are otherwise terminated, we may attempt to repositiontransition those properties withto one or more managers or tenants, as applicable,tenants or reposition those properties for an alternative use. We may not be successful in identifying suitable replacements or entering into leases, management agreementsagreements, leases, or other arrangements with new managers or tenants on a timely basis or on terms as favorable to us as our current leasesmanagement agreements or management agreements,leases, if at all. We may be required to fund certain expenses and obligations (such as real estate taxes, debt costs and maintenance expenses) or provide certain indemnities to preserve the value of, and avoid the imposition of liens on, our properties while they are being repositioned.

During transition periods to new managers or tenants or asin aconnection result of awith repositioning forthe an alternative use,property, the attention of existing managers or tenants may be diverted from the performance of the properties, which could cause the financial and operational performance at those properties to decline.decline and could increase exposure to operational and compliance risks. We may be required to fund certain expenses and obligations (such as real estate taxes, debt costs and maintenance expenses) or provide certain indemnities to preserve the value of, and avoid the imposition of liens on, our properties while they are being repositioned. In the case of our leased properties, following the termination or expiration of lease, or if we exercise our right to replace a tenant in default, rental payments on the related properties could decline or cease altogether while we attempt to reposition the properties with a suitable replacement tenant or for an alternative use. This risk could be exacerbated by laws and regulations in certain jurisdictions that limit our ability to take remedial action against defaulted tenants under certain circumstances. Our ability to repositiontransition our properties withto a suitable replacement manager or tenant or forreposition anour alternative useproperties could be significantly delayed or limited by state licensing, receivership, certificates of need, Medicaid change-of-ownership rules or other legal and regulatory requirements or restrictions. WeThe inability to replace a manager or tenant on a timely or successful basis could incurhave substantialan additionaladverse expenseseffect inon connectionour withbusiness, anyfinancial licensing,condition receivershipand orresults change-of-ownershipof proceedings.operations.

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 aan realS&P estate500 investment trust (“REIT”)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, 2024,2025, we owned or had investments in 1,3871,409 properties consisting of 1,3561,374 properties in our reportable business segments (“Segment Properties”) and 3135 properties held by unconsolidated real estate entities in our non-segment operations. OurWe Company isare 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 Risks” included in Part I, Item 1A of this Annual Report on Form 10-K (the “Annual Report”).Report.

We operate through three reportable business segments: senior housing operating portfolio, which we refer to as “SHOP,” outpatient medical and research portfolio, which we refer to as “OM&R,” and triple-net leased properties, which we refer to as “NNN.” We also hold assets outside of our reportable business segments, which we refer to as non-segment assetsassets, and which consist primarily of corporate assets, including cash and cash equivalents, restricted cash, loans receivable and investments andinvestments, accounts receivable as well asand 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,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.

(2) NOI for non-segment includes management fees and promote revenues, net of expenses related to our third-party institutional private capital management platform, income from loans and investments and corporate-level expenses not directly attributable to any of our three reportable business segments.

For morenearly thanthree 25 years,decades, Ventas has pursued what we believe is a successful, enduring strategy focused on delivering outsized value to stockholders and other key stakeholders by enabling exceptional environments that benefit thea large and growing aging population. Working with industry-leading care providers, partners, developerspartners 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) drivinggenerating strong execution and cash flow generation throughout our portfolio of high-quality assets unified in servingmeeting thedemographic large and growing aging populationdemand and (4) maintaining financial strength, flexibility and liquidity.

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 more than 28% through 2030. United States senior housing construction starts are at theirhistorically lowestlow point since 2010.levels.

Our operations have been and are expected to continue to be impacted by broader economic and market conditions.conditions, Forincluding instance,interest in senior housing, our managers and tenants have experienced expense pressures, due in part to increasedrates, inflation and lowconditions unemployment. While there have been signs that expense pressures are moderating, there can be no assurance that this will continue to beof the case.capital and labor markets.

•InDuring Januarythe year ended December 31, 2025, we acquired two52 senior housing communities reported within our SHOP segment for an aggregate purchase price of $70.0$2.3 million.billion.

•As of December 31, 2024,2025, we had $3.8$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,agreements withcalculated nousing borrowingsthe forward price net of fees, and less $18.6 million outstanding under our commercialuncommitted paperline program.for standby letters of credit.

•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 aggregate principal amount of 3.50% Senior Notes due 2025, respectively.respectively, at maturity.

•During the year ended December 31, 2024,2025, we issuedentered 37.3into equity forward sales agreements under the ATM Program for 46.2 million shares of our common stock for gross proceeds of $2.2$3.2 billion, representing an average price of $58.38$69.51 per share, of which 3.413.9 million shares or approximately $201.1$1.1 millionbillion in gross proceeds remained unsettled with maturitymaturities inthrough MarchJuly 2026.2027.

•As of December 31, 2024,2025, we had $1.5 billionthe remaining amount available under ourthe currentATM “at-the-market” equity offering programProgram for future sales of common stock.stock was $350.3 million.

•During the year ended December 31, 2024,2025, we converted 1163 senior housing communities located in the United States from the NNN segment to the SHOP segment. We also transitioned 1726 senior housing communities within the SHOP segment to new managers.

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 eventevent, 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.

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 allall, or a portion of an interest held by the primary beneficiary.

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 not to exceed 35 years. We determine the fair value of other fixed assets, such as site improvementsimprovements, 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 liveslives, asgenerally determined15 atyears thefor applicableland acquisitionimprovements date.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 costscosts, 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.

The fair value of acquired lease-related intangibles, if any, reflects: (i) the estimated value of any aboveabove- or below marketbelow-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.

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 interestInterest 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 aboveabove- or below marketbelow-market value, within operatingOperating lease assets and operatingOperating lease liabilities on our Consolidated Balance Sheets.

The CompanyWe 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 and transaction costs, is recorded as a gainGain on foreclosure of real estate in theour Consolidated Statements of Income.

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 rulesrule would be effective for annual reporting periods beginning in fiscal year 2025. However, inIn April 2024, the SEC exercised its discretion to stay thesethis rulesrule pendingand, subsequently, in March 2025, the completionSEC voted to end its defense of the rule against certain legal challenges. We are monitoring the ongoing judicial review of certainthese consolidatedlegal petitionschallenges withto determine the Unitedimpact, Statesif Courtany, of Appeals for the Eighth Circuit in connection with these rules. We are evaluating the impact of this 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 aPBEs to include footnote disclosure aboutthat specific expenses by requiring PBEs to disaggregate,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 (1i) employee compensation, (2ii) depreciation and (3iii) intangible asset amortization. The tabular disclosure wouldmust 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.

As of December 31, 2024,2025, we operated through three reportable business segments: SHOP, OM&R and NNN. In our SHOP segment, we own and invest in senior housing communities throughout the United States and Canada 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 throughout the United States.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, throughout the United States and the United Kingdomfacilities and lease thesethe 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 business segments. Non-segment assets consist primarily of corporate assets, including cash and cash equivalents, restricted cash, loans receivable and investments and accounts receivable. Non-segment assets also include our investments in unconsolidated entities, including investments in unconsolidated real estate entities through our third-party institutional private capital management platform, VIM, and investments in unconsolidated operating entities, such as Ardent and Atria. Through VIM, we partner with third-party institutional investors to invest in real estate through various joint ventures and other co-investment vehicles. Non-segment assets also include other assets, such as our Brookdale and Kindred Warrants.

Our chief operating decision maker (“CODM”) is the Chief Executive Officer of the Company. Our CODM evaluates performance of the combined properties in each reportable businessoperating segment and determines how to allocate resources to thosethese segmentssegments, based on NOI for each segment. For further information regarding our reportable business 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.

Certain factors that could affect our future results and our ability to achieve our stated goals include, but are not limited to: (a) our exposure and the exposure of our managers, tenants and borrowers to complex and evolving governmental policy, laws and regulations, including relating to healthcare, data privacy, cybersecurity, artificial intelligence, international trade and environmental matters, the impact of such policies, laws and regulations on our and our managers’, tenants’ and borrowers’ business and the challenges and expense associated with complying with such policies, laws and regulations; (b) the impact of market, macroeconomic and general economic conditions on us, our managers, tenants and borrowers and in areas in which our properties are geographically concentrated, including changes in or elevated inflation, interest rates and exchange rates, labor market dynamics and rises in unemployment, tightening of lending standards and reduced availability of credit or capital, events that affect consumer confidence, and the actual and perceived state of the real estate markets and public and private capital markets; (c) our ability, and the ability of our managers, tenants and borrowers, to navigate the trends impacting our or their businesses and the industries in which we or they operate, including their ability to respond to the impact of the U.S. political environment on government funding and reimbursement programs, and the financial condition or business prospect of our managers, tenants and borrowers; (d) our ability to achieve the anticipated benefits and synergies from, and effectively integrate, our completed or anticipated acquisitions and investments; (e) our ability to identify and consummate future investments in healthcare assets and effectively manage our portfolio opportunities and our investments in co-investment vehicles, joint ventures and minority interests; (f) the potential for significant general and commercial claims, legal actions, investigations, regulatory proceedings and enforcement actions that could subject us or our managers, tenants or borrowers to increased operating costs, uninsured liabilities, including fines and other penalties, reputational harm or significant operational limitations, including the loss or suspension of or moratoriums on accreditations, licenses or certificates of need, suspension of or nonpayment for new admissions, denial of reimbursement, suspension, decertification or exclusion from federal, state or foreign healthcare programs or the closure of facilities or communities; (g) our reliance on third-party managers and tenants to operate or exert substantial control over properties they manage for, or lease from, us, which limits our control and influence over such properties, their operations and their performance; (h) our reliance and the reliance of our managers, tenants and borrowers on the financial, credit and capital markets and the risk that those markets may be disrupted or become constrained; (i) the risk of bankruptcy, inability to obtain benefits from governmental programs, insolvency or financial deterioration of our managers, tenants borrowers and other obligors which may, among other things, have an adverse impact on the ability of such parties to make payments or meet their other obligations to us; (j) our dependency on a limited number of managers and tenants for a significant portion of our revenues and operating income; (k) our exposure to various operational risks, liabilities and claims from our operating assets; (l) our exposure to particular risks due to our specific asset classes and operating markets, such as adverse changes affecting our specific asset classes and the healthcare real estate sector, the competitiveness or financial viability of hospitals on or near the campuses where our outpatient medical buildings are located, our relationships with universities, the level of expense and uncertainty of our research tenants, and the limitation of our uses of some properties we own that are subject to ground lease, air rights or other restrictive agreements; (m) our ownership of properties or operation of business outside of the U.S. that may subject us to different or greater risks than those associated with our domestic operations; (n) the risk that our management agreements or leases are not renewed or are renewed on less favorable terms, that our managers or tenants default under those agreements or that we are unable to replace managers or tenants on a timely basis or on favorable terms, if at all; (o) the risk that the borrowers under our loans or other investments default or that, to the extent we are able to foreclose or otherwise acquire the collateral securing our loans or other investments, we will be required to incur additional expense or indebtedness in connection therewith, that the assets will underperform expectations or that we may not be able to subsequently dispose of all or part of such assets on favorable terms; (p) risks related to the recognition of reserves, allowances, credit losses or impairment charges which are inherently uncertain and may increase or decrease in the future and may not represent or reflect the ultimate value of, or loss that we ultimately realize with respect to, the relevant assets; (q) the risk of exposure to unknown liabilities from our investments in properties or businesses; (r) the impact of merger, acquisition and investment activity in the healthcare industry or otherwise affecting our managers, tenants or borrowers; (s) risks related to development, redevelopment and construction projects, including costs associated with inflation, rising or elevated interest rates, labor conditions and supply chain pressures, and risks related to increased construction and development in markets in which our properties are located, including adverse effect on our future occupancy rates; (t) our current and future amount of outstanding indebtedness, and our ability to access capital and to incur additional debt which is subject to our compliance with covenants in instruments governing our and our subsidiaries’ existing indebtedness; (u) increases in our borrowing costs as a result of becoming more leveraged, including in connection with acquisitions or other investment activity and rising or elevated interest rates; (v) the risk of potential dilution resulting from future sales or issuances of our equity securities; (w) the availability, adequacy and pricing of insurance coverage provided by our policies and policies maintained by our managers, tenants, borrowers or other counterparties; (x) the risks or uncertainties relating to the use of, or inability to take advantage of, the benefits of artificial intelligence by us or our managers, tenants or borrowers; (y) the occurrence of cybersecurity threats and incidents that could disrupt our or our managers’, tenants’ or borrower’s operations, result in the loss of confidential or personal information or damage our business relationships and reputation; (z) the risk of catastrophic or extreme weather and other natural events; (aa) our ability to attract and retain talented employees; (bb) our ability to maintain a positive reputation for quality and service with our key stakeholders; (cc) the limitations and significant requirements imposed upon our business as a result of our status as a REIT and the adverse consequences (including the possible loss of our status as a REIT) that would result if we are not able to comply with such requirements; (dd) the ownership limits contained in our certificate of incorporation with respect to our capital stock in order to preserve our qualification as a REIT, which may delay, defer or prevent a change of control of our company; and (ee) risks and uncertainties related to the UPREIT Reorganization; (ff) the other factors set forth in our periodic filings with the Securities and Exchange Commission.

Ventas, Inc. 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 MarchJune 31,30, 2026, we owned or had investments in 1,4251,456 properties consisting of 1,3901,420 properties in our reportable segments (“Segment Properties”) and 3536 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.

The following table summarizes information for our portfolio for the threesix months ended MarchJune 31,30, 2026 (dollars in thousands):

•In our SHOP segment, during the threesix months ended MarchJune 31,30, 2026, we acquired 2961 senior housing communities for an aggregate purchase price of $1.0$2.8 billion.

•During the threesix months ended MarchJune 31,30, 2026, we sold onethree senior housing communitycommunities in our SHOP segment, onetwo propertyproperties in our OM&R segment and 10 properties in our NNN segment formerly leased to Brookdale Senior Living (“Brookdale”), for aggregate consideration of $47.1$52.6 million and recognized $15.0$15.2 million in Gain on real estate dispositions in our Consolidated Statements of Income.

•In our SHOP segment, in AprilJuly 2026, we acquired two2 senior housing communitiescommunities, for an aggregate purchase price of $59.0 million; and through a subsidiary in which we hold a 75% controlling interest, we acquired 11 senior housing communities for an aggregate purchase price of $540.0$142.2 million.

•As of MarchJune 31,30, 2026, we had $5.5$4.9 billion in liquidity, including approximately $3.5 billion of availability under our unsecured revolving credit facility, $550 million of undrawn capacity on the delayed draw term loan, $183.6$199.0 million of cash and cash equivalents on hand, and $1.4$1.5 billion of estimated proceeds available under unsettled equity forward sales agreements, calculated using the forward price, net of fees, partially offset by $65.0$265.0 million in borrowings outstanding under our commercial paper program and $18.6$28.2 million outstanding under our uncommitted line for standby letters of credit.

•DuringIn January 2026, VRLP amended the three months ended March 31, 2026, we amended ourexisting $500 million unsecured term loan due June 2027 to, among other things, extend the maturity to January 2031,2031 and increase the aggregate principal amountborrowings to $700up millionto and$1.25 establish a $550 million unsecured delayed draw term loan which, as of March 31, 2026, remained undrawn.billion. In connection with the amendment, weVRLP also repaid in full oura $200 million unsecured term loan due February 2027. As of June 30, 2026, aggregate principal of $1.25 billion was outstanding.

•During the threesix months ended MarchJune 31,30, 2026, we refinancedused the proceeds from a CADnew $92.0mortgage loan with a principal amount of C$92.0 million ($67.4 million) mortgage loan with new maturitymaturing in February 2031 andto repaidrefinance aan existing mortgage loan with a principal amount of CAD $87.1C$87.1 million ($63.8 million).

• In FebruaryMay 2026, we amended ourthe existing ATM Program,Program such that the aggregate gross sales price of common stock available for issuance underincreased the ATM Program immediately following the amendment wasfrom $2.5 billion to $3.0 billion.

•During the three months ended MarchJune 31,30, 2026, we entered into equity forward sales agreements under the ATM Program for 13.820.9 million shares of our common stock for gross proceeds of $1.2$1.8 billion, representing an average price of $84.62$86.94 per share. During the three months ended MarchJune 31,30, 2026, we settled 10.620.8 million shares of common stock under outstanding equity forward sales agreements entered into under the ATM Program for net cash proceeds of $800.0$1.7 million.billion.

•In AprilJuly 2026, we entered into equity forward sales agreements under the ATM Program for 2.51.3 million shares of common stock or approximately $205.5$119.7 million in gross proceeds which remain unsettled with maturity in OctoberDecember 2027. As of AprilJuly 28,30, 2026, the remaining amount available under the ATM Program for future sales of common stock was $1.2$2.0 billion, and we maintained unsettled equity forward sales agreements of 19.618.5 million shares of common stock, or approximately $1.6 billion in gross proceeds, with varying maturities through OctoberDecember 2027.

•During the threesix months ended MarchJune 31,30, 2026, the Ventas Fund, an equity method investee, acquired onetwo senior housing communitycommunities for an aggregate purchase price of $62.8$109.3 million.

•During the threesix months ended MarchJune 31,30, 2026, the Pension Fund Joint Venture, an equity method investee, sold one senior housing community for proceeds of $37.8 million.

•In AprilJuly 2026, the Ventas FundFund, an equity method investee, acquired one senior housing community for an aggregatea purchase price of $46.5$63.3 million.

As of MarchJune 31,30, 2026, 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.

Three Months Ended MarchJune 31,30, 2026 and 2025

The table below shows our results of operations for the three months ended MarchJune 31,30, 2026 and 2025 and the effect of changes in those results from period to period on our Net income attributable to common stockholders (dollars in thousands):

The following table summarizes results of operations in our SHOP segment for the three months ended MarchJune 31,30, 2026 (dollars in thousands):

The increase in our SHOP segment NOI for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 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 2026, driven by an increase in the number of communities in our SHOP segment, increase in occupancy and inflation.

The increase in our Same-Store SHOP segment NOI for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 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 inflation.

The following table summarizes results of operations in our OM&R segment for the three months ended MarchJune 31,30, 2026 (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.

The $4.6$5.0 million increase in our OM&R segment NOI for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 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.

The $3.3$4.7 million increase in our Same-Store OM&R segment NOI for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 is primarily due to higher occupancy driven by new leasing activity and high tenant retention, partially offset by higher property-level operating expenses.

The following table summarizes results of operations in our 200 NNN segment properties for the three months ended MarchJune 31,30, 2026 (dollars in thousands):

The $32.4$27.0 million decrease in our NNN segment NOI for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 was primarily driven by a $23.2$22.1 million decrease in rental income from senior housing communities that converted to our SHOP segment and a $9.6$5.9 million decrease in rental income as a result offrom dispositions.

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 DecemberMarch 31, 20252026 and 20242025 related to the triple-net leased properties we owned and that were included in our NNN segment at MarchJune 31,30, 2026 and 2025, 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.

The increase in our Same-Store NNN segment rental income for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 was attributable primarily due to contractual rent escalators.

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 business segments. The $0.3$2.0 million decreaseincrease in non-segment NOI for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 was primarily due to a reduction in interest income asfrom a resultnew ofsecured loan repayments to us.investment.

The $0.6$4.1 million decrease in Interest and other income for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 was primarily due to a decrease in overall cash and cash equivalents invested in short-term money market funds coupled with lower interest rates.funds.

The $6.8$9.7 million increase in Interest expense for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 was driven primarily by higheran rates.increase in the weighted average debt outstanding. Our weighted average debt outstanding was $13.5 billion and $13.0 billion for the three months ended June 30, 2026 and 2025, respectively. Total debt decreased from $13.0 billion as of December 31, 2025 to $12.7 billion as of June 30, 2026. Our weighted average effective interest rate was 4.58%4.59% and 4.47%4.55% for the three months ended MarchJune 31,30, 2026 and 2025, respectively. Our weighted average debt outstanding was $13.2 billion for both the three months ended March 31, 2026 and 2025.

The $60.9$60.0 million increase in Depreciation and amortization expense for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 was primarily due to an increase of $54.7$64.1 million associated with recent acquisition activities.activities in 2026 compared to 2025.

The $9.6$4.1 million increase in General, administrative and professional fees for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 was primarily due to an increase in investments and strategic initiatives and to scale our expanded employee base,base consistentin withsupport enterpriseof growth,our highergrowing compensation expense and inflation.enterprise.

The $0.7$8.9 million increase in Transaction, transition and restructuring costs for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 was primarily due to highera volume$6.2 ofmillion relevantincrease activities.in transaction costs.

The $8.3$1.4 million increasedecrease in Other expense for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 was primarily due to lower insurance related expenses, net of insurance proceeds, partially offset by mark to market adjustments to our derivative instruments in 2025.

The $4.0$6.7 million increase in Loss from unconsolidated entities for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 was primarily due to higher depreciation and amortization expense and interest expense due to assets being placed in service.

For the three months ended MarchJune 31,30, 2026, we sold 123 properties for a $15.0$0.2 million gain. For the three months ended MarchJune 31,30, 2025, we sold one10 propertyproperties and recognized noa $13.2 million gain.

The $15.9$25.6 million income tax benefit for the three months ended MarchJune 31,30, 2026 is primarily due to the reversal of valuation allowances recorded against the net deferred tax assets of certain of our TRS entities, partially offset by increases in the valuation allowance for certain TRS entities during the period. The $10.6$3.9 million income tax expense for the three months ended MarchJune 31,30, 2025 iswas primarily due to certain of our TRS entities incurring tax expense as a result of interest expense in excess of certain deduction thresholds, partially offset by the reversal of valuation allowances recorded against the net deferred tax assets of certain of our TRS entities, partially offset by increases in the valuation allowance for certain TRS entities during the period.entities.