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Real estate · REIT · NYSE

VTRVentas

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The 10-K against last year's

257 changes: 61 added, 44 removed, 146 reworded, 6 quiet changes

10-K Feb 6, 2026 vs Feb 13, 2025
Risk FactorsRedline ↓
24.2%
of the text changed · 18,487 words now
24.7%
of the text changed · 14,638 words now
Legal ProceedingsRedline ↓
17.0%
of the text changed · 722 words now
Accounting PoliciesRedline ↓
17.6%
of the text changed · 7,336 words now

10-K 0000740260-26-000006 (Feb 6, 2026) vs 10-K 0000740260-25-000052 (Feb 13, 2025)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 239 words changed in this paragraph; it is 49% similar to last year's version.
The legal and regulatory environment surrounding data privacy and cybersecurity is constantly evolving and can may be subject to significant change. Laws and regulations governing data privacy, cybersecurity and the unauthorized disclosure of personal information pose increasingly complex compliance challenges, including the potential for inconsistent interpretation, and the implementation and maintenance of compliance measures may potentially elevate our costs. While we believe we have taken commercially reasonable steps, and depend on our managers, tenants and borrowers, borrowers to take commercially reasonable steps to comply with applicable data privacy and cybersecurity laws and regulations, these laws and regulations are in some cases relatively new complex and the interpretation and application of these laws and regulations are may in some cases be uncertain. Thus, there can be no assurance that our efforts will be deemed effective by regulatory authorities. As noted below, we and our managers, tenants and borrowers, are also subject to the possibility of cybersecurity threats or incidents, which themselves may result in a violation of these laws and regulations and may require us or our managers, tenants or borrowers to report certain incidents to affected individuals or the relevant regulatory authorities. These laws and regulations, and the laws and regulations that may be enacted in the future, also may require us or our managers, tenants or borrowers to modify our or their data processing practices and policies, incur substantial compliance-related costs and expenses and otherwise suffer adverse impacts on our or their business. Any failure, or perceived failure, by us or our managers, tenants or borrowers to comply with applicable data privacy and cybersecurity laws and regulations could result in enforcement actions, investigations, imposition of fines, or civil or criminal penalties. We and our tenants, managers and borrowers also may post public privacy policies and other documentation regarding our or their collection, use, disclosure and other processing of personal information, and any actual or perceived failure to comply with such published policies and other documentation may carry similar consequences or subject us or them to enforcement actions, investigations or litigation if such published policies and other documentation are found to be deceptive, unfair or

Source: Item 1A, 10-K 0000740260-26-000006 vs Item 1A, 10-K 0000740260-25-000052

MD&A 166 words changed in this paragraph; it is 38% similar to last year's version.
In February 2024, we entered into We have established an amendment to our November 2021 ATM Sales Agreement, providing at-the-market offering program that provides for an “at-the-market” equity offering program, pursuant to which we could sell, the sale, from time to time, up to $1.0 billion aggregate gross sales price of shares of our common stock (as amended, the “February 2024 ATM Program”). stock, including through forward sales agreements, as described in more detail below (the "ATM Program"). In September 2024, we terminated the February 2024 ATM Program and entered into an ATM Sales Agreement providing for the sale, from time to time, of up to $2.0 billion aggregate gross sales price of shares of our common stock (the “September 2024 under the ATM Program” and, together with Program. In June 2025, we amended the February 2024 ATM Program, Sales Agreement such that the “ATM Programs”). The aggregate gross sales price of common stock available for issuance under the ATM Programs have allowed us to enter into forward 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 agreements, as discussed below. By utilizing a forward sales agreement, we can secure a share price on the sale of common stock was $350.3 million.

Source: Item 7, 10-K 0000740260-26-000006 vs Item 7, 10-K 0000740260-25-000052

Accounting Policies 134 words changed in this paragraph; it is 61% similar to last year's version.
We generally amortize any difference between our cost basis and the basis reflected at the joint venture level, if any, over the lives of the related assets and liabilities and include that amortization in our share of income or loss from unconsolidated entities. For earnings of equity method investments with pro rata distribution allocations, net income or loss is allocated between the partners in the joint venture based on their respective stated ownership percentages. In other instances, net income or loss may be allocated between the partners in the joint venture based on the hypothetical liquidation at book value method (the “HLBV method”). Under the HLBV method, net income or loss is allocated between the partners based on the difference between each partner’s claim on the net assets of the joint venture at the end and beginning of the period, after taking into account contributions and distributions. Each partner’s share of the net assets of the joint venture is calculated as the amount that the partner would receive if the joint venture were to liquidate all of its assets at net book value and distribute the resulting cash to creditors and partners in accordance with their respective priorities. Under the HLBV method, in any given period, we could record more or less income than the joint venture has generated, than actual cash distributions we receive or than the amount we may receive in the event of an actual liquidation.

Source: Item 8, Note 2 – ACCOUNTING POLICIES, 10-K 0000740260-26-000006 vs Item 8, Note 2 – ACCOUNTING POLICIES, 10-K 0000740260-25-000052

Legal Proceedings 109 words changed in this paragraph; it is 48% similar to last year's version.
We lease land, equipment and corporate office space. At inception, we establish an operating lease asset and operating lease liability represented as the present value of future minimum lease payments. As our leases do not provide an implicit rate, we use a discount rate that approximates our incremental borrowing rate available at lease commencement to determine the present value of lease payments. The incremental borrowing rates were adjusted for the length of the individual lease term. The weighted average discount rate and remaining lease term of our leases are 7.40% and 33.1 years, respectively. Operating lease assets and liabilities are not recognized for leases with an initial term of 12 months or less, as these short-term leases are accounted for similar to previous guidance. Many of our leases include renewal options to extend the term for one year or more. Renewal options that we are not reasonably certain to exercise are excluded from the operating lease assets and liabilities.

Source: Item 3, via Note 14 – COMMITMENTS AND CONTINGENCIES, 10-K 0000740260-26-000006 vs Item 3, via Note 14 – COMMITMENTS AND CONTINGENCIES, 10-K 0000740260-25-000052

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of VTR's Risk Factors and MD&A, 10-K Feb 6, 2026 against 10-K Feb 13, 2025. Each links to the text at sec.gov.

AddedRisk Factors
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.”

Read it in 10-K Feb 6, 2026 at sec.gov ↗

AddedRisk Factors
epidemic or any other widespread illness or pandemic; (vi) public perception about such healthcare services; and (vii) social and environmental factors.

Read it in 10-K Feb 6, 2026 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K Feb 6, 2026 at sec.gov ↗

AddedRisk Factors
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

Read it in 10-K Feb 6, 2026 at sec.gov ↗

AddedRisk Factors
not 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.

Read it in 10-K Feb 6, 2026 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K Feb 6, 2026 at sec.gov ↗

AddedRisk Factors
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

Read it in 10-K Feb 6, 2026 at sec.gov ↗

Show the other 16
AddedRisk Factors
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.

Read it in 10-K Feb 6, 2026 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K Feb 6, 2026 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K Feb 6, 2026 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K Feb 6, 2026 at sec.gov ↗

AddedMD&A
•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.

Read it in 10-K Feb 6, 2026 at sec.gov ↗

AddedMD&A
•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.

Read it in 10-K Feb 6, 2026 at sec.gov ↗

AddedMD&A
•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”.

Read it in 10-K Feb 6, 2026 at sec.gov ↗

AddedMD&A
•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”.

Read it in 10-K Feb 6, 2026 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K Feb 6, 2026 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K Feb 6, 2026 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K Feb 6, 2026 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K Feb 6, 2026 at sec.gov ↗

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