VTRVentas
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. 10-K, Item 1
- Headquarters
- Chicago, IL
- CEO
- Debra A. Cafaro
- Next results
- around Feb 4, 2027
34 paragraphs in Risk Factors of the 10-K filed Feb 6, 2026 with nothing like them in the 10-K filed Feb 13, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 29 Real estate companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
We rely heavily on our managers, tenants and borrowers and on their ability to perform their obligations to us, regardless of whether our relationship is structured as a management agreement, lease or loan. We have limited control over the success or failure of their businesses. At any time, our managers, tenants or borrowers may experience a weakening in their overall financial or operating condition as a result of deteriorating operating performance or trends affecting their businesses and industries in which they operate. See also “—Macroeconomic trends, including trends relating to labor costs, unemployment, inflation, interest rates and exchange rates, may affect our business and financial results,” “—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” and “—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.”
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epidemic or any other widespread illness or pandemic; (vi) public perception about such healthcare services; and (vii) social and environmental factors.
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Ownership of properties or operation of our business outside the United States may subject us to different or greater risks than those associated with our domestic operations.
We own properties and operate in the United Kingdom and Canada, which represent 1.2% and 9.5% of our total revenues, respectively. International development, ownership and operating activities involve risks that are different from those we face with respect to our U.S. properties and operations. These risks include, but are
Similar paragraph at 1 of 29 other Real estate companies: AREnot limited to: (i) foreign currency fluctuations and challenges with respect to the repatriation of foreign earnings and cash; (ii) treatment of international currency gains or losses under certain tests required for us to maintain our status as a REIT; (iii) impact from international trade disputes and the associated impact on our managers’, tenants’ and borrowers’ supply chain and consumer spending levels; (iv) changes in foreign political, regulatory and economic conditions; (v) challenges in staffing and labor and managing international operations, including negotiating with foreign labor unions; (vi) challenges of complying with a wide variety of foreign laws and regulations, including those relating to real estate, corporate governance, operations, licensing, taxes, data privacy (including U.K. GDPR), cybersecurity, employment and legal proceedings; (vii) changes in regulatory and environmental requirements, taxes, tariffs, trade wars and laws; (viii) foreign ownership restrictions with respect to operations in foreign countries; (ix) local businesses and cultural factors that differ from our usual standards and practices; (x) differences in lending practices and the willingness of domestic or foreign lenders to provide financing; (xi) regional or country-specific business cycles and political and economic instability; and (xii) failure to comply with applicable laws and regulations in the United States that affect foreign operations, such as the U.S. Foreign Corrupt Practices Act.
Similar paragraph at 1 of 29 other Real estate companies: WELLRead in the 10-K ↗
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.
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as they were at the time the agreement was initially entered into or if the manager or tenant is subject to financial or operational difficulties.
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Even if we successfully foreclose on any collateral securing our loans, costs related to enforcement of our remedies, high loan-to-value ratios or declines in the value of the collateral could prevent us from realizing the
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•Acquisitions may expose us to unknown liabilities. See also “—Our investments may expose us to unknown liabilities.”
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The use of, or inability to take advantage of the benefits of, artificial intelligence by us or our managers, tenants and borrowers presents risks and challenges that may adversely impact our business and operating results or the business and operating results of our managers, tenants and borrowers or may adversely impact the requirements and demand for properties.
We have begun and may continue to use artificial intelligence and machine learning (collectively, “AI”) tools in our operations. We use AI in assessing marketing and sales, competitive, geospatial and intelligence relating to investment opportunities and operating our properties. However, there can be no assurance that we will realize the desired or anticipated benefits, or any benefits, and we may fail to properly implement such technology. While AI tools may facilitate optimization and operational efficiencies, they also have the potential for inaccuracy, bias, infringement or misappropriation of intellectual property. The use of AI tools may introduce errors or inadequacies that are not easily detectable, including deficiencies, inaccuracies, or biases in the data used for AI training, or in the content, analyses, or recommendations generated by AI applications. Additionally, if our peers use AI tools to optimize operations and we fail to utilize AI tools in a comparable manner, we may be competitively disadvantaged.
New laws and regulations are being adopted, and existing laws and regulations may be interpreted, in ways that could affect our business operations and the way in which we use AI. Our ongoing efforts to comply with privacy and data protection laws, as well as initiatives to comply with new legal regulations relating to privacy, data protection and AI, impose significant costs and challenges that are likely to increase over time. Additionally, this complex and rapidly evolving landscape around AI may expose us to claims, inquiries, demands and proceedings by private parties and global regulatory authorities and subject us to legal liability as well as reputational harm.
Similar paragraph at 1 of 29 other Real estate companies: EXRUncertainty around the safety and security of new and emerging AI applications may require additional investment in the development of proprietary datasets, machine learning models and systems to test for security, accuracy, bias and other variables, which are often complex, may be costly and could impact our operating results. Cybersecurity threat actors may also utilize AI tools to automate and enhance cybersecurity attacks against us and could lead to data breaches, loss of confidential or sensitive information, and financial or reputational harm.
Similar paragraph at 1 of 29 other Real estate companies: EXRAdditionally, AI-enabled solutions and features may become more important to our managers, tenants, borrowers and business partners over time. They may also incorporate AI into their products and services without disclosing such use to us or fail to disclose risks presented by their use of AI. If our managers, tenants, borrowers or business partners use AI tools that do not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection, compliance and transparency, among others, it could inhibit our and their ability to maintain an adequate level of functionality or service.
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6 more
We are highly dependent on access to the debt and equity capital markets. The market price of our securities and our business, financial condition and results of operations may be adversely affected by changes in market conditions, including, but not limited to, the following:
•The state of the public and private capital markets, including significant declines in stock markets;
•The general tightening of availability of credit (including the price, terms and conditions under which it can be obtained);
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•Foreign exchange fluctuations, see also “—We may be adversely affected by fluctuations in currency exchange rates;”
•Concerns regarding pandemics, epidemics and the spread of contagious diseases; and
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Adverse changes in our credit ratings could impair our ability to obtain additional debt and equity financing on favorable terms.
Similar paragraph at 10 of 29 other Real estate companies: ARE, BXP, DOC, EXR, FRT, INVH, KIM, PLD and 2 moreOur credit ratings affect the amount and type of capital, as well as the terms of any financing we may obtain. The credit ratings of our senior unsecured debt are based on, among other things, our operating performance, portfolio composition, liquidity and leverage ratios, geographic concentration, and pending or future changes in the regulatory framework applicable to our managers, tenants and borrowers and our industry. If we are unable to maintain our current credit ratings, we would likely incur higher borrowing costs, which would make it more difficult or expensive to obtain additional financing or refinance existing obligations and commitments. An adverse change in our outlook may ultimately lead to a downgrade in our credit ratings, which would trigger additional borrowing costs or other potentially negative consequences under our current credit facilities, term loans and debt instruments. Also, if our credit ratings are downgraded, or general market conditions were to ascribe higher risk to our ratings, our industry, or us, our access to capital and the cost of any future debt or equity financing will be further negatively impacted. In addition, the terms of future debt agreements could include more restrictive covenants, or require incremental collateral, which may further restrict our business operations or be unavailable due to our covenant restrictions then in effect. There is no guarantee that debt or equity financings will be available in the future to fund future acquisitions, developments, or general operating expenses, or that such financing will be available on terms consistent with our historical agreements or expectations.
Similar paragraph at 1 of 29 other Real estate companies: DOCRead in the 10-K ↗
unsecured credit facility, our unsecured term loans, our commercial paper program and certain other credit facilities.
•Decreasing the value of our real estate, the market price of our common stock and our cash flows and net income without regard to our operating performance;
•Increasing the cost of financing on our acquisition, investment, development and redevelopment activity;
•Decreasing the amount that third parties are willing to pay for our assets, thereby limiting our ability to promptly reposition our portfolio in response to changes in economic or other conditions;
•Increasing our financing costs, or limiting our ability, to refinance existing debt upon maturity; and
•Increasing our interest expense under our variable-rate facilities in the short term or incurring additional interest expense related to the issuance of incremental debt in the long term
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The market price of our common stock has been, and may in the future be, highly volatile and subject to wide fluctuations. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur. The stock market has experienced extreme price and volume fluctuations that have affected the market price of many companies in industries similar or related to ours and that have been unrelated to these companies’ operating performances. If the market price of our common stock declines significantly, you may be unable to resell your shares at a gain. We cannot assure you that the market price of our common stock will not fluctuate or decline significantly in the future. Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include:
Similar paragraph at 1 of 29 other Real estate companies: DOC•Actual or anticipated variations in our quarterly operating results, guidance, or distributions;
•Adverse market reaction to any increased indebtedness we may incur in the future;
•The publication of research reports and articles (or false or misleading information) about us or our managers, tenants or borrowers, the healthcare and real estate industries or the industries in which our managers, tenants and borrowers operate;
•Speculation in the press or investment community and investor sentiment regarding commercial real estate generally, our industry sectors or other real estate sectors, the industries in which our managers, tenants and borrowers operate and the regions in which our properties are located;
Similar paragraph at 1 of 29 other Real estate companies: DOCFrom time to time, we may issue additional common stock. Any additional future issuance of common stock will reduce the percentage of our common stock owned by existing investors. In most circumstances, stockholders will not be entitled to vote on whether or not we issue additional common stock. In addition, depending on the terms and pricing of any additional offering of our common stock and the utilization of the proceeds, our stockholders may experience dilution in both book value and fair value of their common stock.
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Ventas operates its subsidiary REITs with the intention of enabling them to qualify as REITs for U.S. federal income tax purposes. However, the rules governing REITs are highly technical and complex and we cannot assure you that any or all of our subsidiary REITs will continue to qualify as REITs.
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New in the latest 10-Q
3 paragraphs in the 10-Q filed Oct 28, 2026 with nothing like them in the 10-Q filed Jul 30, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
Gain on real estate dispositions for the three months ended September 30, 2026 and 2025 was relatively consistent.
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(2) For the three and nine months ended September 30, 2025, primarily due to the non-cash revenue impact of changed revenue recognition from cash to straight-line related to a senior housing triple-net tenant.
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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
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Oct 28, 2026 against Item 1A of the 10-K filed Feb 6, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
Read in the 10-Q ↗
We face a number of risks and uncertainties. In addition to the other information in this Quarterly Report on Form 10-Q and our other filings with the SEC, readers should consider carefully the risk factors discussed in "Part I, Item 1A. Risk Factors" in our 2025 Annual Report. If any of the risks described in our 2025 Annual Report or such other risks actually occur, our business, results of operations or financial condition could be materially adversely affected.
1 paragraph in the 10-Q's Item 1A, and none of them adds, rewords or quietly edits a paragraph of the 10-K's.
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