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
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 ↗
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AddedRisk Factors
•Acquisitions may expose us to unknown liabilities. See also “—Our investments may expose us to unknown liabilities.”
Read it in 10-K Feb 6, 2026 at sec.gov ↗
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
•During the year ended December 31, 2025, we repaid in full mortgage loans in the aggregate principal amount of $596.9 million.
Read it in 10-K Feb 6, 2026 at sec.gov ↗
AddedMD&A
•In May 2025, our stockholders approved the increase of authorized common stock from 600 million shares to 1.2 billion shares.
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 ↗
AddedMD&A
and transaction costs, is recorded as a Gain on foreclosure of real estate in our Consolidated Statements of Income.
Read it in 10-K Feb 6, 2026 at sec.gov ↗