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VTRVentas

Real estate · REIT · NYSE

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
Compare with peers → Embed

10-K 0000740260-26-000006 (2026-02-06) vs 10-K 0000740260-25-000052 (2025-02-13)

SectionCompared textWords nowChanged
Risk FactorsItem 1A18,487 24.2%
MD&AItem 714,638 24.7%
Legal ProceedingsItem 3, via Note 14 – COMMITMENTS AND CONTINGENCIES722 17.0%
Accounting PoliciesItem 8, Note 2 – ACCOUNTING POLICIES7,336 17.6%

The redline: what was cut and what was added

In each section, the paragraph that changed most, 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 of VTR's Risk Factors and MD&A, 10-K 2026-02-06 against 10-K 2025-02-13. Each links to the text at sec.gov.

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

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 2026-02-06 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 2026-02-06 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 2026-02-06 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 2026-02-06 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 2026-02-06 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 2026-02-06 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-06 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 2026-02-06 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 2026-02-06 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 2026-02-06 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 2026-02-06 at sec.gov ↗

RemovedRisk Factors
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

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedRisk Factors
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.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedRisk Factors
Economic conditions and other events or occurrences that affect areas in which our properties are geographically concentrated may impact financial results.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedRisk Factors
The portfolios managed or leased by Atria, Sunrise, Le Groupe Maurice, Brookdale, Ardent and Kindred represent a substantial portion of our portfolio and account for a significant portion of our revenues and NOI.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedRisk Factors
In some cases, our managers, tenants and borrowers rely on reimbursements from governmental programs for a portion of their revenues. Changes in reimbursement policies and other governmental regulation resulting from actions by the U.S. Congress, U.S. executive orders or other governmental or regulatory agencies may result in reductions in our managers’, tenants’ or borrowers’ revenues, operations and cash flows and affect our managers’, tenants’ or borrowers’ ability to meet their obligations to us. Failure to comply with reimbursement regulations or other laws applicable to healthcare providers could result in penalties, fines, litigation costs, lost revenue or other consequences, which could adversely impact our tenants’ ability to make contractual rent payments to us or adversely impact our cash flows from operations under a management arrangement. Our managers, tenants and borrowers who operate senior housing communities often depend on private pay sources consisting of the income or assets of residents or their family members to pay fees. Costs associated with independent and assisted living services generally are not reimbursable under government reimbursement programs, such as Medicare and Medicaid.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedRisk Factors
We lease a significant number of our properties to tenants, operate a significant number of our properties through third-party managers and provide financing to third-party borrowers. We have limited control over the success or failure of our managers’, tenants’ and borrowers’ businesses, and, at any time, a manager, tenant or borrower may experience a downturn in

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedRisk Factors
its business that weakens its financial condition. If that happens, the manager, tenant or borrower may fail to make payments or meet its other obligations to us, which could have an adverse impact on our results of operations and financial condition.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedRisk Factors
Purchase options, rights of first offer or rights of first refusal in favor of third parties could negatively affect us or discourage prospective buyers from negotiating with us with respect to the sale of our properties.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedRisk Factors
If significant changes in the climate occur in areas where our properties are located, we may experience extreme weather and changes in precipitation and temperature, all of which may result in physical damage to or a decrease in demand for properties located in these areas or affected by these conditions. Where climate change has a significant or sustained impact, our properties could be destroyed and our business, financial condition or results of operations may be adversely affected.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedRisk Factors
Changes in federal, state or foreign legislation and regulation on climate change could result in increased capital expenditures to improve the energy efficiency of our existing properties and could also require us to spend more on our new development properties without a corresponding increase in revenue.

Read it in 10-K 2025-02-13 at sec.gov ↗

RewordedRisk Factors
For example, timing differences between the actual receipt of income and actual payment of deductible expenses, on the one hand, and the inclusion of that income and deduction of those expenses in arriving at our taxable income, on the other hand, or non-deductible expenses such as principal amortization or repayments or capital expenditures in excess of non-cash deductions may prevent us from having sufficient cash or liquid assets to distribute 100% of our REIT taxable income.

Read it in 10-K 2026-02-06 at sec.gov ↗

RewordedRisk Factors
Limitations Any of these actions may require us to raise additional capital to meet our obligations; however, see “—Market conditions, the actual and perceived state of the capital markets generally and limitations on our ability to access capital 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,” above. strategy.

Read it in 10-K 2026-02-06 at sec.gov ↗

RewordedRisk Factors
We may not be successful in identifying suitable buyers or entering into sale agreements with buyers on a timely basis or on favorable terms, if at all, and we may be required to fund some expenses and obligations (such as real estate taxes, debt costs and maintenance expenses) to preserve the value of, and avoid the imposition of liens on, our properties while they are being sold. all.

Read it in 10-K 2026-02-06 at sec.gov ↗

RewordedRisk Factors
Ventas completed its merger with New Senior and received an opinion We receive opinions from external REIT counsel to the effect that, at all times starting with its taxable the applicable year ended December 31, 2014 and through the closing date, New Senior of REIT election, each such subsidiary REIT was organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code.

Read it in 10-K 2026-02-06 at sec.gov ↗

RewordedRisk Factors
We have limited rights to direct or influence the business or operations of those properties, even though we have approval rights with respect to certain matters and the right to review operational and financial reporting information with respect to a majority of our portfolio. properties.

Read it in 10-K 2026-02-06 at sec.gov ↗

RewordedRisk Factors
We cannot assure you that we will be able to access these markets and raise the capital necessary to fulfill our dividend requirements, make distributions to our stockholders, make payments to our securityholders, meet our debt service obligations, make distributions to our stockholders or make future investments necessary to implement our business strategy or otherwise finance our business operations if our cash flow from operations is insufficient to satisfy these needs.

Read it in 10-K 2026-02-06 at sec.gov ↗

RewordedRisk Factors
We may not be successful in identifying suitable buyers or entering into sale agreements with buyers on a timely basis or on favorable terms, if at all, and we may also be required to fund some expenses and obligations (such as real estate taxes, debt costs and maintenance expenses) to preserve the value of, and avoid the imposition of liens on, our properties while they are being sold.

Read it in 10-K 2026-02-06 at sec.gov ↗

RewordedRisk Factors
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.

Read it in 10-K 2026-02-06 at sec.gov ↗

RewordedRisk Factors
If any of our managers or tenants merge with one another, our dependence on a small group of significant third parties would increase, as would our exposure to the risks described above under “—Our investments in and acquisitions of properties may be unsuccessful or fail to meet our expectations. increase.

Read it in 10-K 2026-02-06 at sec.gov ↗

RewordedRisk Factors
These claims may include, among other things, professional liability and general liability claims, commercial liability claims, unfair business practices claims, class action claims, employment-related claims, as well as regulatory proceedings, including proceedings related to our SHOP segment, where we are typically the holder of the applicable healthcare license.

Read it in 10-K 2026-02-06 at sec.gov ↗

RewordedRisk Factors
As a public company, Further, our access to debt and equity capital depends, in part, on the trading prices of our common stock and senior notes and common stock, notes, which, in turn, depend upon market conditions that change from time to time, such as the market’s perception of our financial condition, our growth potential and our current and expected future earnings and cash distributions.

Read it in 10-K 2026-02-06 at sec.gov ↗

RewordedRisk Factors
Accordingly, we and our managers, tenants and borrowers are subject to a variety of stringent data privacy and cybersecurity laws and regulations at the state, state and federal level and international level, as well as contractual requirements outside the United States (including HIPAA and other obligations related to data privacy and cybersecurity. the U.K.

Read it in 10-K 2026-02-06 at sec.gov ↗

Quiet changesRisk Factors
These risks would be magnified where we lease multiple properties to a single third party, as a failure or default would could expose us to these risks across multiple properties.

Read it in 10-K 2026-02-06 at sec.gov ↗

Quiet changesRisk Factors
The legal and regulatory environment surrounding data privacy and cybersecurity is constantly evolving and can may be subject to significant change.

Read it in 10-K 2026-02-06 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 2026-02-06 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 2026-02-06 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 2026-02-06 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 2026-02-06 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 2026-02-06 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 2026-02-06 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 2026-02-06 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 2026-02-06 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 2026-02-06 at sec.gov ↗

RemovedMD&A
Our operations have been and are expected to continue to be impacted by economic and market conditions. For instance, in senior housing, our managers and tenants have experienced expense pressures, due in part to increased inflation and low unemployment. While there have been signs that expense pressures are moderating, there can be no assurance that this will continue to be the case.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedMD&A
Continual improvement in the performance and growth of our business will also depend on the broader macroeconomic environment, including interest rates, inflation and GDP growth.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedMD&A
•During the year ended December 31, 2024, we made $2.0 billion of investments including 50 senior housing communities reported within our SHOP segment, five long-term acute care facilities (“LTACs”) reported within our NNN segment for an aggregate purchase price of $1.9 billion and new secured debt financing of $109.0 million to the owner of a senior housing property, secured by the asset and with additional credit support. The loan provides us with a right of first offer to purchase the asset on certain terms and conditions. The loan has a 3-year term and bears interest at a variable rate based on one-month SOFR, subject to a floor of 4.50%, plus a spread of 5.75%, increasing to 6.00% commencing October 1, 2025.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedMD&A
•In February 2024, our wholly-owned subsidiary, Ventas Canada Finance Limited (“Ventas Canada”), issued and sold C$650.0 million ($478.3 million) aggregate principal amount of 5.10% Senior Notes, Series J due 2029 in a private placement.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedMD&A
•In September 2024, we entered into agreements with Kindred Healthcare, LLC and certain of its affiliates (“Kindred”) and its parent companies (“ScionHealth”) with respect to 23 LTACs whose lease term was scheduled to expire under our Master Lease with Kindred on April 30, 2025 (the “Kindred Group 2 LTACs”). Under these agreements, among other things: (i) the term of the Kindred Master Lease for 20 of the Kindred Group 2 LTACs was extended to April 30, 2030, (ii) we acquired five LTACs from Kindred, which were added to the Kindred Master Lease with a term expiring on September 30, 2034, and (iii) we received warrants for 9.9% of the common equity of ScionHealth exercisable at its pre-transaction value. The current term for three Kindred Group 2 LTACs will expire on April 30, 2025.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedMD&A
•In July 2024, Ardent Health Partners, Inc., the parent company of the tenants under, and guarantor of, the Ardent Master Lease, consummated an initial public offering (the “Ardent IPO”). Following the Ardent IPO, our equity stake in Ardent decreased from 7.5% to approximately 6.7%, which resulted in a gain of $8.7 million for the year ended December 31, 2024, which is included in Income from unconsolidated entities in our Consolidated Statements of Income.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedMD&A
In December 2023, the FASB issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities on an annual basis to (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. We are evaluating the impact of adopting ASU 2023-09 on our Consolidated Financial Statements.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedMD&A
The gain of $29.1 million for the year ended December 31, 2023 was recorded in connection with our equitization of a mezzanine loan in May 2023. This item did not recur in 2024.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedMD&A
The $72.6 million change from $23.0 million other income in 2023 to $49.6 million other expense in 2024 was primarily due to a $46.7 million change in the fair value of stock warrants, a $14.1 million decrease in insurance reimbursements received in 2024, a $6.6 million increase in insurance expense and a $3.2 million increase in damages caused by significant disruptive events. For the year ended December 31, 2024 and 2023, we recognized unrealized loss of $11.0 million and unrealized gain of $35.7 million, respectively, relating to the change in fair value of stock warrants.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedMD&A
For the Years Ended December 31, 2024 2023 2022 Net income (loss) attributable to common stockholders $ 81,153 $ (40,973) $ (47,447) Adjustments: Depreciation and amortization on real estate assets 1,250,453 1,390,025 1,194,751 Depreciation on real estate assets related to noncontrolling interests (15,113) (16,657) (17,451) Depreciation on real estate assets related to unconsolidated entities 49,170 44,953 30,940 Gain on real estate dispositions (57,009) (62,119) (7,780) Gain on real estate dispositions related to noncontrolling interests 9 6,685 32 Gain on real estate dispositions and other related to unconsolidated entities (3,216) (180) (14,546) Nareit FFO attributable to common stockholders 1,305,447 1,321,734 1,138,499 Adjustments: Loss (gain) on derivatives, net 11,942 (32,076) 23,615 Non-cash impact of income tax benefit (43,486) (15,269) (21,349) Loss (gain) on extinguishment of debt, net 687 (6,104) 581 Transaction, transition and restructuring costs 20,369 15,215 30,884 Amortization of other intangibles 400 385 385 Non-cash impact of changes to executive equity compensation plan 180 161 (312) Significant disruptive events, net 8,230 (5,339) 12,451 (Reversal of) allowance on loans receivable and investments, net (166) (20,270) 19,757 Normalizing items related to noncontrolling interests and unconsolidated entities, net (2,012) (25,683) (18,233) Other normalizing items, net (1) $ 25,856 $ (20,870) $ 20,693 Normalized FFO attributable to common stockholders $ 1,327,447 $ 1,211,884 $ 1,206,971

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedMD&A
For the Years Ended December 31, 2024 2023 2022 Net income (loss) attributable to common stockholders $ 81,153 $ (40,973) $ (47,447) Adjustments: Interest and other income (28,114) (11,414) (3,635) Interest expense 602,835 574,112 467,557 Depreciation and amortization 1,253,143 1,392,461 1,197,798 General, administrative and professional fees 162,990 148,876 144,874 Loss (gain) on extinguishment of debt, net 687 (6,104) 581 Transaction, transition and restructuring costs 20,369 15,215 30,884 (Reversal of) allowance on loans receivable and investments, net (166) (20,270) 19,757 Gain on foreclosure of real estate — (29,127) — Shareholder relations matters 15,751 — 20,693 Other expense (income) 49,584 (23,001) 58,268 Net income attributable to noncontrolling interests 7,198 10,676 6,516 Income from unconsolidated entities (1,563) (13,626) (28,500) Income tax benefit (37,775) (9,539) (16,926) Gain on real estate dispositions (57,009) (62,119) (7,780) NOI $ 2,069,083 $ 1,925,167 $ 1,842,640

Read it in 10-K 2025-02-13 at sec.gov ↗

RewordedMD&A
See “Risk Factors—Risks Related Relating to Our Business Operations and Strategy—If we need Strategy—Our inability to replace any of renew our management agreements with our SHOP managers or tenants, we may be unable to do so our leases with our NNN and OM&R tenants on as favorable terms, if terms or at all, and we could be subject our inability when necessary, to delays, limitations effectively and expenses, which could adversely affect efficiently transition a SHOP community to a new manager or a NNN or OM&R property to a new tenant, may have an adverse effect on our business, financial condition and results of operations” included in Part I, Item 1A of this Annual Report.

Read it in 10-K 2026-02-06 at sec.gov ↗

RewordedMD&A
It matures in In January 2026, Ventas Realty amended the terms of its $500.0 million unsecured term loan due June 2027 and includes to, among other things, extend the maturity to January 2031, increase the principal amount to $700.0 million and, within the same agreement, establish a new unsecured delay draw term loan in the principal amount of $550 million The amended term loan included an accordion feature that permits Ventas Realty to increase the aggregate borrowings thereunder to up to $1.25 $1.75 billion, subject to the satisfaction of certain conditions, including the receipt of additional commitments for such increase.

Read it in 10-K 2026-02-06 at sec.gov ↗

RewordedMD&A
The increase in our same-store NNN segment rental income in 2024 2025 over the prior year was attributable primarily to a $10 $14.6 million increase in rental income attributed to the net non-cash revenue impact of changed revenue recognition from cash to straight-line related to a senior housing triple-net tenant and a $10.0 million net increase in rental income from lease renewals, contractual rent escalators, partially offset by $4 million escalators and timing of additional rental income received in 2023. rent collection.

Read it in 10-K 2026-02-06 at sec.gov ↗

RewordedMD&A
The $28.7 $9.4 million increase in interest expense, net of higher capitalized interest of $3.3 million, expense in 2024 2025 over the prior year was primarily attributable to an increase of $23.9 million due to a higher effective interest rate rates and $18.9 million due to higher lower capitalized interest expense offset by a lower weighted average debt balances. balance.

Read it in 10-K 2026-02-06 at sec.gov ↗

RewordedMD&A
(i) Under these agreements, among other things, the term of the Brookdale Master Lease for 65 senior housing properties was extended to December 31, 2035, and (ii) commencing September 1, 2025, we will have the right to convert 45 senior housing properties to our SHOP segment with one or more managers of our choosing. 2035.

Read it in 10-K 2026-02-06 at sec.gov ↗

RewordedMD&A
ABR does not include future rent escalators, percentage rent, which is a rental charge typically based on certain tenants’ gross revenue, common area maintenance charges or non-cash items such as straight-line rental income, rent escalators, common area maintenance charges, the amortization of above / below market lease intangibles or other non-cash items.

Read it in 10-K 2026-02-06 at sec.gov ↗

RewordedMD&A
The $5.2 $10.3 million increase decrease in transaction, transition and restructuring costs in 2024 2025 over the prior year was primarily due to lower average net costs incurred in connection with the amendment of the Kindred Master Lease. primarily related to properties converted from our NNN to SHOP segment.

Read it in 10-K 2026-02-06 at sec.gov ↗

RewordedMD&A
The increase in our SHOP segment NOI in 2024 2025 over the prior year was primarily driven by positive trends revenue growth due to an increase in revenue driven by gains in occupancy and average occupancy, revenue per occupied room, the addition of communities additional properties acquired in our SHOP segment and conversions of senior housing communities from our NNN segment to our SHOP segment.

Read it in 10-K 2026-02-06 at sec.gov ↗

RewordedMD&A
We believe that Normalized FFO is useful because it allows investors, analysts and our management to compare our operating performance to the operating performance of other real estate companies across periods on a consistent basis without having to account for differences caused by non-recurring items and other non-operational events such as transactions and litigation. basis.

Read it in 10-K 2026-02-06 at sec.gov ↗

RewordedMD&A
The increase in our same-store SHOP segment NOI in 2024 2025 over the prior year was primarily driven by positive trends in higher average occupancy and revenue per occupied room in 2024, room, partially offset by higher property-level operating expenses driven by an increase in occupancy. due to higher occupancy and inflationary increases.

Read it in 10-K 2026-02-06 at sec.gov ↗

RewordedMD&A
In order to facilitate a clear understanding of our consolidated historical operating results, you should examine these measures in conjunction with the most directly comparable GAAP measures as presented in our Consolidated Financial Statements and other financial data included elsewhere in this Annual Report.

Read it in 10-K 2026-02-06 at sec.gov ↗

RewordedMD&A
The non-GAAP financial measures we present in this Annual Report may not be comparable to those presented by other real estate companies due to the fact that not all real estate companies use the same definitions. companies, which may define similarly titled measures differently than we do.

Read it in 10-K 2026-02-06 at sec.gov ↗

Quiet changesMD&A
The notes are sold under customary terms in the U.S. commercial paper note market and are ranked pari passu with all of Ventas Realty’s other unsecured senior indebtedness.

Read it in 10-K 2026-02-06 at sec.gov ↗

Quiet changesMD&A
Prior to the close of business on the business day immediately preceding March 1, 2026, the Exchangeable Notes will be are exchangeable at the option of the noteholders only upon the satisfaction of specified conditions and during certain periods described in the indenture governing the Exchangeable Notes.

Read it in 10-K 2026-02-06 at sec.gov ↗

Quiet changesMD&A
On or after March 1, 2026, until the close of business on the business day immediately preceding the maturity date, the Exchangeable Notes will be are exchangeable at the option of the noteholders at any time regardless of these conditions or periods.

Read it in 10-K 2026-02-06 at sec.gov ↗

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