Item 8. Financial Statements and Supplementary Data

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Item 8. Financial Statements and Supplementary Data

Ventas, Inc.

Index to Consolidated Financial Statements and Financial Statement Schedules


			Page
Management Report on Internal Control over Financial Reporting			90
Report of Independent Registered Public Accounting Firm (KPMG LLP, Chicago, IL, Auditor Firm ID: 185)			91
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting			93
Consolidated Balance Sheets as of December 31, 2 0 2 5 and 2 024			95
Consolidated Statements of Income for the Years Ended December 31, 2025, 2024 and 2023			96
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025, 2024 a nd 2023			97
Consolidated Statements of Equity for the Years Ended December 31, 2025, 2024 and 2023			98
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023			99
Notes to Consolidated Financial Statements			102
Consolidated Financial Statement Schedules
Schedule III — Real Estate and Accumulated Depreciation			151
Schedule IV — Mortgage Loans on Real Estate			155


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MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act of 1934, as amended. This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S. GAAP. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

Management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has concluded that our internal control over financial reporting was effective at the reasonable assurance level as of December 31, 2025.

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report included herein.


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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Ventas, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Ventas, Inc. and subsidiaries (the Company) as of December 31, 2025 and December 31, 2024, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedules III and IV (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and December 31, 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 6, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.


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Impairment of real estate investments in the senior housing operating portfolio

As discussed in Notes 1, 2, and 5 to the consolidated financial statements, the Company periodically evaluates its long-lived assets, primarily consisting of investments in real estate, for impairment indicators. If indicators of impairment are present, the Company evaluates the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying operations. In performing this evaluation, the Company considers market conditions and current intentions with respect to holding or disposing of the asset and adjusts the net book value of real estate properties to fair value if the sum of the expected future undiscounted cash flows, including sales proceeds, is less than book value. During the year, impairment indicators arose for certain real estate properties and as a result, recoverability assessments were performed.

We identified the evaluation of real estate investments within the senior housing operating portfolio for impairment as a critical audit matter. Subjective auditor judgment was required in evaluating the Company’s determination of the future undiscounted cash flows. In particular, the undiscounted cash flows were sensitive to significant assumptions, including capitalization rates, projected operating cash flows, and stabilization period. Additionally, subjective auditor judgment and specialized skills and knowledge were needed to evaluate market data used by the Company.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the impairment process. This included controls related to the Company’s impairment process and the significant assumptions described above. To test certain of the Company’s undiscounted cash flow estimates, we evaluated the Company’s forecasts of projected operating cash flows by comparing actual results to the Company’s forecasts adjusted for current market trends. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the Company’s significant assumptions by comparing the significant assumptions to publicly available market data.

/s/ KPMG LLP

We have served as the Company’s auditor since 2014.

Chicago, Illinois

February 6, 2026


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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors Ventas, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Ventas, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and December 31, 2024, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedules III and IV (collectively, the consolidated financial statements), and our report dated February 6, 2026 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;


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and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Chicago, Illinois

February 6, 2026


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VENTAS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)


	As of December 31,
	2025		2024
Assets
Real estate investments:
Land and improvements	$	2,962,738	$	2,775,790
Buildings and improvements	30,872,598		28,717,990
Construction in progress	358,811		336,231
Acquired lease intangibles	1,680,567		1,558,751
Operating lease assets	295,838		308,019
	36,170,552		33,696,781
Accumulated depreciation and amortization	(12,043,619)		(11,096,236)
Net real estate property	24,126,933		22,600,545
Secured loans receivable and investments, net	143,913		144,872
Investments in unconsolidated real estate entities	617,571		626,122
Net real estate investments	24,888,417		23,371,539
Cash and cash equivalents	741,067		897,850
Escrow deposits and restricted cash	45,070		59,383
Goodwill	1,046,072		1,044,915
Assets held for sale	42,993		18,625
Deferred income tax assets, net	2,797		1,931
Other assets	825,529		792,663
Total assets	$	27,591,945	$	26,186,906
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	13,011,016	$	13,522,551
Accrued interest payable	143,104		143,345
Operating lease liabilities	208,602		218,003
Accounts payable and other liabilities	1,240,820		1,152,306
Liabilities related to assets held for sale	4,032		2,726
Deferred income tax liabilities	23,409		8,150
Total liabilities	14,630,983		15,047,081
Redeemable OP unitholder and noncontrolling interests	375,154		310,229
Commitments and contingencies
Equity:
Ventas stockholders’ equity:
Preferred stock, $1.00 par value; 10,000 shares authorized, unissued	—		—
Common stock, $0.25 par value; 1,200,000 shares authorized, 474,926 and 437,085 shares outstanding at December 31, 2025 and 2024, respectively	118,732		109,119
Capital in excess of par value	19,976,183		17,607,482
Accumulated other comprehensive loss	(39,851)		(33,526)
Retained earnings (deficit)	(7,527,777)		(6,886,653)
Treasury stock, 0 and 4 shares issued at December 31, 2025 and 2024, respectively	(34)		(25,155)
Total Ventas stockholders’ equity	12,527,253		10,771,267
Noncontrolling interests	58,555		58,329
Total equity	12,585,808		10,829,596
Total liabilities and equity	$	27,591,945	$	26,186,906

See accompanying notes.


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VENTAS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)


	For the Years Ended December 31,
	2025		2024		2023
Revenues
Rental income:
Triple-net leased properties	$	601,578	$	622,054	$	619,208
Outpatient medical and research portfolio	895,089		874,886		867,193
	1,496,667		1,496,940		1,486,401
Resident fees and services	4,276,163		3,372,796		2,959,219
Third-party capital management revenues	17,547		17,359		17,841
Income from loans and investments	22,593		9,057		22,952
Interest and other income	21,010		28,114		11,414
Total revenues	5,833,980		4,924,266		4,497,827
Expenses
Interest	612,246		602,835		574,112
Depreciation and amortization	1,379,140		1,253,143		1,392,461
Property-level operating expenses:
Senior housing	3,092,099		2,506,413		2,247,812
Outpatient medical and research portfolio	307,733		298,320		292,776
Triple-net leased properties	13,505		15,829		14,557
	3,413,337		2,820,562		2,555,145
Third-party capital management expenses	6,579		6,507		6,101
General, administrative and professional fees	177,400		162,990		148,876
Loss (gain) on extinguishment of debt, net	172		687		(6,104)
Transaction, transition and restructuring costs	10,073		20,369		15,215
Reversal of allowance on loans receivable and investments, net	—		(166)		(20,270)
Gain on foreclosure of real estate	—		—		(29,127)
Shareholder relations matters	—		15,751		—
Other expense (income)	30,712		49,584		(23,001)
Total expenses	5,629,659		4,932,262		4,613,408
Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests	204,321		(7,996)		(115,581)
Income from unconsolidated entities	4,468		1,563		13,626
Gain on real estate dispositions	38,579		57,009		62,119
Income tax benefit	14,150		37,775		9,539


Net income (loss)	261,518		88,351		(30,297)
Net income attributable to noncontrolling interests	10,137		7,198		10,676
Net income (loss) attributable to common stockholders	$	251,381	$	81,153	$	(40,973)
Earnings per common share
Basic:
Net income (loss)	$	0.57	$	0.21	$	(0.08)
Net income (loss) attributable to common stockholders	0.55		0.20		(0.10)
Diluted:
Net income (loss)	$	0.57	$	0.21	$	(0.08)
Net income (loss) attributable to common stockholders	0.54		0.19		(0.10)

See accompanying notes.


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VENTAS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)


	For the Years Ended December 31,
	2025		2024		2023
Net income (loss)	$	261,518	$	88,351	$	(30,297)
Other comprehensive (loss) income:
Foreign currency translation gain	4,983		14,433		6,024
Unrealized gain (loss) on available for sale securities	829		(862)		(1,256)
Unrealized loss on derivative instruments	(9,901)		(19,672)		(2,766)
Total other comprehensive (loss) income	(4,089)		(6,101)		2,002
Comprehensive income (loss)	257,429		82,250		(28,295)
Comprehensive income (loss) attributable to noncontrolling interests	12,373		(1,135)		11,635
Comprehensive income (loss) attributable to common stockholders	$	245,056	$	83,385	$	(39,930)

See accompanying notes.


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VENTAS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

For the Years Ended December 31, 2025, 2024 and 2023

(In thousands, except per share amounts)


	Common Stock Par Value		Capital in Excess of Par Value		Accumulated Other Comprehensive Loss		Retained Earnings (Deficit)		Treasury Stock		Total Ventas Stockholders’ Equity		Non- controlling Interests		Total Equity
Balance at January 1, 2023	$	99,912	$	15,539,777	$	(36,800)	$	(5,449,385)	$	(536)	$	10,152,968	$	68,709	$	10,221,677
Net loss	—		—		—		(40,973)		—		(40,973)		10,676		(30,297)
Other comprehensive income	—		—		1,043		—		—		1,043		959		2,002
Net change in noncontrolling interests	—		(12,495)		—		—		—		(12,495)		(23,997)		(36,492)

Dividends to common stockholders—$1.80 per share	—		40		—		(723,445)		—		(723,405)		—		(723,405)

Issuance of common stock for stock plans, restricted stock grants and other	736		141,552		—		—		(13,228)		129,060		—		129,060

Adjust redeemable OP unitholder interests to current fair value	—		(18,056)		—		—		—		(18,056)		—		(18,056)
Redemption of OP Units	—		(84)		—		—		—		(84)		—		(84)


Balance at December 31, 2023	100,648		15,650,734		(35,757)		(6,213,803)		(13,764)		9,488,058		56,347		9,544,405
Net income	—		—		—		81,153		—		81,153		7,198		88,351
Other comprehensive income	—		—		2,231		—		—		2,231		(8,332)		(6,101)

Net change in noncontrolling interests	—		(22,345)		—		—		—		(22,345)		3,116		(19,229)
Dividends to common stockholders—$1.80 per share	—		78		—		(754,003)		—		(753,925)		—		(753,925)

Issuance of common stock for stock plans, restricted stock grants and other	8,471		2,015,265		—		—		(11,391)		2,012,345		—		2,012,345
Adjust redeemable OP unitholder interests to current fair value	—		(34,169)		—		—		—		(34,169)		—		(34,169)
Redemption of OP Units	—		(2,081)		—		—		—		(2,081)		—		(2,081)


Balance at December 31, 2024	109,119		17,607,482		(33,526)		(6,886,653)		(25,155)		10,771,267		58,329		10,829,596
Net income	—		—		—		251,381		—		251,381		10,137		261,518
Other comprehensive loss	—		—		(6,325)		—		—		(6,325)		2,236		(4,089)

Net change in noncontrolling interests	—		(3,371)		—		—		—		(3,371)		(12,147)		(15,518)
Dividends to common stockholders— $1.92 per share	—		117		—		(892,505)		—		(892,388)		—		(892,388)

Issuance of common stock for stock plans, restricted stock grants and other	9,613		2,440,912		—		—		25,121		2,475,646		—		2,475,646

Adjust redeemable OP unitholder interests to current fair value	—		(66,970)		—		—		—		(66,970)		—		(66,970)
Redemption of OP Units	—		(1,987)		—		—		—		(1,987)		—		(1,987)
Balance at December 31, 2025	$	118,732	$	19,976,183	$	(39,851)	$	(7,527,777)	$	(34)	$	12,527,253	$	58,555	$	12,585,808

See accompanying notes.


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V****ENTAS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	For the Years Ended December 31,
	2025		2024		2023
Cash flows from operating activities:
Net income (loss)	$	261,518	$	88,351	$	(30,297)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	1,379,140		1,253,143		1,392,461
Amortization of deferred revenue and lease intangibles, net	(39,250)		(54,242)		(59,604)
Other non-cash amortization	32,328		30,143		22,416
(Reversal of) allowance on loans receivable and investments, net	—		(166)		(20,270)
Stock-based compensation	38,733		30,991		30,987
Straight-lining of rental income	(48,852)		(5,094)		(7,597)
Loss (gain) on extinguishment of debt, net	172		687		(6,104)
Gain on real estate dispositions	(38,579)		(57,009)		(62,119)


Income tax benefit	(24,150)		(43,487)		(15,269)
Income from unconsolidated entities	(4,468)		(1,563)		(13,626)
Gain on foreclosure of real estate	—		—		(29,127)

Distributions from unconsolidated entities	29,041		18,298		16,123

Other	11,663		25,762		(44,503)
Changes in operating assets and liabilities:
Increase in other assets	(30,683)		(117,363)		(48,445)
(Decrease) increase in accrued interest payable	(922)		27,205		1,252
Increase (decrease) in accounts payable and other liabilities	81,035		133,969		(6,405)
Net cash provided by operating activities	1,646,726		1,329,625		1,119,873
Cash flows from investing activities:
Net investment in real estate property	(2,293,769)		(1,925,957)		(6,466)
Investment in loans receivable	(935)		(125,363)		(2,750)
Proceeds from real estate disposals	213,161		329,094		399,534
Proceeds from loans receivable	48,815		6,870		44,630

Proceeds from sale of interest in unconsolidated entities	—		—		50,054
Net cash assumed in foreclosure of real estate	—		—		11,615


Development project expenditures	(280,752)		(322,232)		(383,590)
Capital expenditures	(363,863)		(281,614)		(259,415)
Distributions from unconsolidated entities	33,700		8,368		74,670
Investment in unconsolidated entities	(55,785)		(69,797)		(130,522)
Insurance proceeds for property damage claims	5,010		3,542		17,576
Net cash used in investing activities	(2,694,418)		(2,377,089)		(184,664)
Cash flows from financing activities:
Net change in borrowings under revolving credit facilities	(6,768)		(7,103)		(12,410)
Net change in borrowings under commercial paper program	—		—		(402,354)
Proceeds from debt	1,130,497		1,913,431		2,527,482
Repayment of debt	(1,779,761)		(1,621,316)		(1,973,132)
Purchase of noncontrolling interests	(2,057)		(11,064)		(110)
Payment of deferred financing costs	(14,488)		(35,878)		(41,837)
Issuance of common stock, net	2,343,687		1,964,867		108,455
Cash distribution to common stockholders	(860,060)		(740,326)		(723,559)
Cash distribution to redeemable OP unitholders	(6,320)		(6,468)		(6,191)


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Cash issued for redemption of OP Units	(2,298)		(2,416)		(1,132)
Contributions from noncontrolling interests	80		3,703		20,241
Distributions to noncontrolling interests	(16,404)		(22,300)		(32,029)
Proceeds from stock option exercises	110,863		26,052		1,736
Other	(23,214)		(15,962)		(8,909)
Net cash provided by (used in) financing activities	873,757		1,445,220		(543,749)
Net (decrease) increase in cash, cash equivalents and restricted cash	(173,935)		397,756		391,460
Effect of foreign currency translation	2,839		(3,985)		1,257
Cash, cash equivalents and restricted cash at beginning of year	957,233		563,462		170,745
Cash, cash equivalents and restricted cash at end of year	$	786,137	$	957,233	$	563,462


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V****ENTAS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Dollars in thousands)


	For the Years Ended December 31,
	2025		2024		2023
Supplemental disclosure of cash flow information:
Interest paid excluding capitalized interest	$	579,693	$	575,741	$	548,108
Capitalized interest	10,044		15,626		12,307

Supplemental schedule of non-cash activities:
Assets acquired and liabilities assumed from acquisitions and other:
Real estate investments	$	56,300	$	43,086	$	—
Other assets	6,484		12,955		7,873

Other liabilities	29,802		23,489		9,000
Deferred income tax liability	38,975		28,601		12,382


Settlement of loan receivable	—		—		486,082
Real estate received in settlement of loan receivable	—		—		1,566,395
Assumption of debt related to real estate owned	—		—		1,016,804
Equity issued for redemption of OP Units	—		434		—

See accompanying notes.


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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – DESCRIPTION OF BUSINESS

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 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 December 31, 2025, we owned or had investments in 1,409 properties consisting of 1,374 properties in our reportable segments (“Segment Properties”) and 35 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.

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.

We operate through three reportable 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 segments, which we refer to as non-segment assets, and which consist primarily of corporate assets, including cash and cash equivalents, restricted cash, loans receivable and investments, accounts receivable and 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”).

Our chief operating decision maker evaluates performance of the combined properties in each operating segment and determines how to allocate resources to these 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.”

The following table summarizes information for our portfolio for the year ended December 31, 2025 (dollars in thousands):


Segment	NOI (1)		Percentage of Total NOI		Segment Properties
Senior housing operating portfolio (SHOP)	$	1,184,064	49.4	%	752
Outpatient medical and research portfolio (OM&R)	590,169		24.7	%	409
Triple-net leased properties (NNN)	588,073		24.6	%	213
Non-segment (2)	30,748		1.3	%	n/a
	$	2,393,054	100	%	1,374


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(1) “NOI” is defined as total revenues, less interest and other income, property-level operating expenses and third-party capital management expenses. See “Non-GAAP Financial Measures” included elsewhere in this Annual Report for additional disclosure and a reconciliation of Net income attributable to common stockholders, as computed in accordance with U.S. generally accepted accounting principles (“GAAP”), to NOI.

(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 segments.

n/a—not applicable

NOTE 2 – ACCOUNTING POLICIES

Principles of Consolidation

The accompanying Consolidated Financial Statements include our accounts and the accounts of our wholly-owned subsidiaries and the joint venture entities over which we exercise control. All intercompany transactions and balances have been eliminated in consolidation, and our net earnings are reduced by the portion of net earnings attributable to noncontrolling interests.

U.S. generally accepted accounting principles (“GAAP”) require 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 all or a portion of an interest held by the primary beneficiary.

We identify the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. We perform this analysis on an ongoing basis.

As it relates to investments in joint ventures, GAAP may preclude consolidation by the sole general partner in certain circumstances based on the type of rights held by the limited partner or partners. We assess limited partners’ rights and their impact on our consolidation conclusions, and we reassess if there is a change to the terms or in the exercisability of the rights of the limited partners, the sole general partner increases or decreases its ownership of limited partnership (“LP”) interests or there is an increase or decrease in the number of outstanding LP interests. We also apply this guidance to managing member interests in limited liability companies (“LLCs”).


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We consolidate several VIEs that share the following common characteristics:

the VIE is in the legal form of an LP or LLC;
the VIE was designed to own and manage its underlying real estate investments;
we are the general partner or managing member of the VIE;
we own a majority of the voting interests in the VIE;
a minority of voting interests in the VIE are owned by external third parties, unrelated to us;
the minority owners do not have substantive kick-out or participating rights in the VIE; and
we are the primary beneficiary of the VIE.

Substantially all of the assets of the consolidated VIEs are real estate investments and substantially all of the liabilities of the consolidated VIEs are mortgage loans. Assets of the consolidated VIEs can only be used to settle obligations of such VIEs. Liabilities of the consolidated VIEs represent claims against the specific assets of the VIEs. In general, any mortgage loans of the consolidated VIEs are non-recourse to the non-VIE consolidated entities. The table below summarizes the total assets and liabilities of the consolidated VIEs as reported on our Consolidated Balance Sheets (dollars in thousands):


	As of December 31, 2025				As of December 31, 2024
	Total Assets		Total Liabilities		Total Assets		Total Liabilities
Fonds Immobilier Groupe Maurice, S.E.C.	$	1,822,300	$	1,151,437	$	1,779,762	$	1,121,659
NHP/PMB L.P.	656,813		235,245		728,457		286,030
Other identified VIEs	1,469,659		467,665		1,447,381		410,721

Investments in Unconsolidated Entities

We report investments in unconsolidated entities over whose operating and financial policies we have the ability to exercise significant influence under the equity method of accounting. We adjust our investment in unconsolidated entities for additional contributions made, distributions received as well as our share of the investee’s earnings or losses, which is included in Income from unconsolidated entities in our Consolidated Statements of Income. We classify distributions received from equity method investees within our Consolidated Statements of Cash Flows using the nature of the distribution approach, which classifies the distributions received on the basis of the nature of the activity or activities of the investee that generated the distribution as either a return on investment (classified as cash inflows from operating activities) or a return of investment (classified as cash inflows from investing activities).

We base the initial carrying value of investments in unconsolidated entities on the fair value of the assets at the time we acquired the joint venture interest. We estimate fair values for our equity method investments based on discounted cash flow models that include all estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums or discounts. The capitalization rates, discount rates and credit spreads we use in these models are based upon assumptions that we believe to be within a reasonable range of current market rates for the respective investments.

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


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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.

Redeemable OP Unitholder and Noncontrolling Interests

We own a majority interest in NHP/PMB L.P. (“NHP/PMB”), a limited partnership formed in 2008 to acquire properties from entities affiliated with Pacific Medical Buildings LLC (“PMB”). Given our wholly-owned subsidiary is the general partner and the primary beneficiary of NHP/PMB, we consolidate NHP/PMB as a VIE. As of December 31, 2025, third-party investors owned 3.7 million Class A limited partnership units in NHP/PMB (“OP Units”), which represented 33% of the total units then outstanding, and we owned 7.7 million Class B limited partnership units in NHP/PMB, representing the remaining 67%. The OP Units may be redeemed at any time at the election of the holder for cash or, at our option, 0.9051 shares of our common stock per OP Unit, subject to adjustment in certain circumstances. We are party by assumption to a registration rights agreement with the holders of the OP Units that requires us, subject to the terms and conditions and certain exceptions set forth therein, to file and maintain a registration statement relating to the issuance of shares of our common stock upon redemption of OP Units.

The OP Units are classified outside of permanent equity on our Consolidated Balance Sheets because they may be redeemed by third parties under circumstances that are outside of our control. We reflect the OP Units at the greater of cost or redemption value (based on the fair value of Ventas shares). We recognize changes in the redemption value through capital in excess of par value, net of cash distributions paid and purchases by us of any OP Units. Our diluted earnings per share includes the effect of any potential shares outstanding from redemption of the OP Units. Refer to “Note 11 – Fair Values of Financial Instruments.”

Certain noncontrolling interests of other consolidated joint ventures were also classified as redeemable at December 31, 2025 and 2024. We record the carrying amount of these noncontrolling interests at the greater of their initial carrying amount (increased or decreased for the noncontrolling interests’ share of net income or loss and distributions) or the redemption value, which is primarily based on the fair value of the underlying real estate asset. Our joint venture partners have certain redemption rights with respect to their noncontrolling interests in these joint ventures that are outside of our control, and the redeemable noncontrolling interests are classified outside of permanent equity on our Consolidated Balance Sheets. We recognize changes in the carrying value of redeemable noncontrolling interests through Capital in excess of par value on our Consolidated Balance Sheets.

Noncontrolling Interests

Excluding the redeemable noncontrolling interests described above, we present the portion of any equity that we do not own in entities that we control (and thus consolidate) as noncontrolling interests and classify those interests as a component of consolidated equity, separate from Total Ventas stockholders’ equity, on our Consolidated Balance Sheets. For consolidated joint ventures with pro rata distribution allocations, net income or loss, and comprehensive income, is allocated between the joint venture partners based on their respective stated ownership percentages. In other cases, net income or loss is allocated between the joint venture partners based on the HLBV method. We account for purchases or sales of equity interests that do not result in a change of control as equity transactions, through Capital in excess of par value. We include Net income attributable to noncontrolling interests in net income in our Consolidated Statements of Income and we


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include the noncontrolling interests’ share of comprehensive income in our Consolidated Statements of Comprehensive Income.

Accounting Estimates

The preparation of financial statements in accordance with 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 period. Actual results could differ from those estimates.

Accounting for Real Estate Acquisitions

When we acquire real estate, we first make reasonable judgments about whether the transaction involves an asset or a business. Our real estate acquisitions are generally accounted for as asset acquisitions as substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. We record the cost of the assets acquired as tangible and intangible assets and liabilities based upon their relative fair values as of the acquisition date.

Our asset acquisitions may include one or more groups of real estate properties within which there are different types of tangible and intangible assets, typically consisting of land, buildings, site improvements, furniture, fixtures and equipment and lease intangibles. When we acquire multiple real estate properties in a single transaction, we first assess the individual fair value of the real estate properties and then determine the individual fair value of the various types of tangible and intangible assets therein. The individual fair value of the real estate properties is estimated by applying a valuation methodology such as the direct capitalization method of the income approach, which includes estimate for a capitalization rate, annual gross income, vacancy, and expenses based on a number of factors including historical operating results, known and anticipated trends as well as market and economic conditions.

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 35 years. We determine the fair value of other fixed assets, such as site improvements, 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 lives, generally 15 years for land improvements 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 costs, 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. Upon substantial completion, these assets are depreciated on a straight-line basis over their respective useful lives, which are consistent with the useful lives of acquired assets.

Intangibles primarily include the value of in-place leases and acquired lease contracts. We include all lease-related intangible assets and liabilities within Acquired lease intangibles and Accounts payable and other liabilities, respectively, on our Consolidated Balance Sheets.

The fair value of acquired lease-related intangibles, if any, reflects: (i) the estimated value of any above- or below-market leases, determined by discounting the difference between the estimated market rent and in-


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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 Interest 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 above- or below-market value, within Operating lease assets and Operating lease liabilities on our Consolidated Balance Sheets.

We estimate the fair value of noncontrolling interests assumed consistent with the manner in which we value all of the underlying assets and liabilities.

We calculate the fair value of long-term assumed debt by discounting the remaining contractual cash flows on each instrument at the current market rate for those borrowings, which we approximate based on the rate at which we would expect to incur a replacement instrument on the date of acquisition, and recognize any fair value adjustments related to long-term debt as effective yield adjustments over the remaining term of the instrument.

Impairment of Long-Lived and Intangible Assets

We periodically evaluate our long-lived assets, primarily consisting of investments in real estate, for impairment indicators. If indicators of impairment are present, we evaluate the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying operations. In performing this evaluation, we consider market conditions and our current intentions with respect to holding or disposing of the asset. We adjust the net book value of properties and other long-lived assets to fair value if the sum of the expected future undiscounted cash flows, including sales proceeds, is less than book value. We recognize an impairment loss at the time we make any such determination.

If impairment indicators arise with respect to intangible assets with finite useful lives, we evaluate impairment by comparing the carrying amount of the asset to the estimated future undiscounted net cash flows expected to be generated by the asset. If estimated future undiscounted net cash flows are less than the carrying amount of the asset, then we estimate the fair value of the asset and compare the estimated fair value to the intangible asset’s carrying value. We recognize any shortfall from carrying value as an impairment loss in the current period.

We evaluate our investments in unconsolidated entities for impairment at least annually, and whenever events or changes in circumstances indicate that the carrying value of our investment may exceed its fair value. If we determine that a decline in the fair value of our investment in an unconsolidated entity is other-than-temporary, and if such reduced fair value is below the carrying value, we record an impairment.


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We test goodwill for impairment at least annually, and more frequently if indicators of impairment arise. We first assess qualitative factors, such as current macroeconomic conditions, state of the equity and capital markets and our overall financial and operating performance, to determine the likelihood that the fair value of a reporting unit is less than its carrying amount. If we determine it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we proceed with estimating the fair value of the operating unit. A goodwill impairment, if any, will be recognized in the period it is determined and is measured as the amount by which a reporting unit’s carrying value exceeds its fair value.

Estimates of fair value used in our evaluation of goodwill (if necessary based on our qualitative assessment), investments in real estate, investments in unconsolidated entities and intangible assets are based upon discounted future cash flow projections or other acceptable valuation techniques that are based, in turn, upon all available evidence including level three inputs, such as revenue and expense growth rates, estimates of future cash flows, capitalization rates, discount rates, general economic conditions and trends, or other available market data such as replacement cost or comparable sales. Our ability to accurately predict future operating results and cash flows and to estimate and determine fair values impacts the timing and recognition of impairments. While we believe our assumptions are reasonable, changes in these assumptions may have a material impact on our financial results.

Assets Held for Sale

We sell properties from time to time for various reasons, including favorable market conditions or the exercise of purchase options by tenants. We classify certain long-lived assets as held for sale once the criteria, as defined by GAAP, have been met. Long-lived assets to be disposed of are reported at the lower of their carrying amount or fair value minus cost to sell and are no longer depreciated.

If at any time we determine that the criteria for classifying assets as held for sale are no longer met, in the period in which a change in classification is determined, we reclassify the assets within Net real estate property on our Consolidated Balance Sheets measured at the lower of fair value and the carrying amount of the assets prior to the held for sale determination adjusted for any depreciation expense that would have been recognized had the assets been continuously classified as net real estate investments.

Loans Receivable

We record loans receivable, other than those acquired in connection with asset acquisition, on our Consolidated Balance Sheets (either in Secured loans receivable and investments, net or Other assets, in the case of non-mortgage loans receivable) at the unpaid principal balance, net of any deferred origination fees, purchase discounts or premiums and valuation allowances. We amortize net deferred origination fees, which are comprised of loan fees collected from the borrower net of certain direct costs, and purchase discounts or premiums over the contractual life of the loan using the effective interest method and immediately recognize in income any unamortized balances if the loan is repaid before its contractual maturity.

We evaluate a current estimate of all expected credit losses over the life of a financial instrument, which may result in recognition of credit losses on loans and other financial instruments before an actual event of default. We evaluate the collectability of our loans receivable based on a combination of credit quality indicators, including, but not limited to, payment status, financial strength of the borrower and guarantors, historical loan write-offs, and nature, extent and value of the underlying collateral. We establish reserves for any estimated credit losses with a corresponding charge to Allowance on loans receivable and investments in our Consolidated Statements of Income. Subsequent changes in our estimate of credit losses may result in a corresponding increase or decrease to Allowance on loans receivable and investments in our Consolidated Statements of Income.


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Cash Equivalents

Cash equivalents consist of highly liquid investments with original maturity date of three months or less when purchased. These investments are stated at cost, which approximates fair value.

Escrow Deposits and Restricted Cash

Escrow deposits consist of amounts held by us or our lenders to provide for future real estate tax, insurance expenditures and tenant improvements related to our properties and operations. Restricted cash generally represents amounts paid to us for security deposits and other similar purposes.

Deferred Financing Costs

We amortize deferred financing costs, which are reported as a reduction to Senior notes payable and other debt on our Consolidated Balance Sheets, as a component of interest expense over the terms of the related borrowings using a method that approximates a level yield. Amortization of approximately $29.6 million, $28.9 million and $23.2 million were included in Interest expense for the years ended December 31, 2025, 2024 and 2023, respectively.

Available for Sale Securities

We record our available for sale securities at fair value and include unrealized gains and losses in stockholders’ equity as a component of Accumulated other comprehensive loss on our Consolidated Balance Sheets. If we determine that a credit loss exists with respect to individual investments, we will recognize an allowance against the amortized cost basis of the investment with a corresponding charge to net income (in Allowance on loans receivable and investments) in our Consolidated Statements of Income. Income from available for sale securities is recognized when earned and gains or losses on securities sold, which are based on the specific identification method, and reported in Income from loans and investments in our Consolidated Statements of Income.

Derivative Instruments

We recognize all derivative instruments in Other assets or Accounts payable and other liabilities on our Consolidated Balance Sheets at fair value as of the reporting date. We recognize changes in the fair value of derivative instruments designated as cash flow hedges, which are primarily used to hedge interest rate risk, in Accumulated other comprehensive loss on our Consolidated Balance Sheets, and are amortized over the life of the related debt to Interest expense in our Consolidated Statements of Income.

We do not use our derivative financial instruments, including interest rate caps, interest rate swaps, foreign currency forward contracts and stock warrants, for trading or speculative purposes. Our foreign currency forward contracts and certain of our interest rate swaps (including the interest rate swap contracts of consolidated and unconsolidated joint ventures) are designated as effectively hedging the variability of expected cash flows related to their underlying securities and, therefore, also are recorded on our Consolidated Balance Sheets at fair value, with changes in the fair value of these instruments recognized in Accumulated other comprehensive loss on our Consolidated Balance Sheets. We recognize any noncontrolling interests’ proportionate share of the changes in fair value of swap contracts of our consolidated joint ventures in


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Noncontrolling interests on our Consolidated Balance Sheets. We recognize our proportionate share of the change in fair value of swap contracts of our unconsolidated joint ventures in Accumulated other comprehensive loss on our Consolidated Balance Sheets. Certain of our other interest rate swaps and rate caps were not designated as having a hedging relationship with the underlying securities and therefore do not meet the criteria for hedge accounting under GAAP. Accordingly, these derivative instruments are recorded on our Consolidated Balance Sheets at fair value, and changes in the fair value of these instruments are recognized in Interest expense in our Consolidated Statements of Income.

Fair Values of Financial Instruments

Fair value is a market-based measurement, not an entity-specific measurement, and we determine fair value based on the assumptions that we expect market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, GAAP establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

The fair value hierarchy is as follows:

Level 1 inputs - Unadjusted quoted prices for identical assets or liabilities in active markets that we have the ability to access.
Level 2 inputs - Inputs other than quoted prices included in Level 1 that are directly or indirectly observable for the asset or liability. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets and other inputs for the asset or liability that are observable at commonly quoted intervals, such as interest rates, foreign exchange rates and yield curves.
Level 3 inputs - Unobservable inputs for the asset or liability, which typically are based on our own assumptions, because there is little, if any, related market activity.

If the determination of the fair value measurement is based on inputs from different levels of the hierarchy, the level within which the entire fair value measurement falls is the lowest-level input that is significant to the fair value measurement in its entirety. If the volume and level of market activity for an asset or liability has decreased significantly relative to the normal market activity for such asset or liability (or similar assets or liabilities), then transactions or quoted prices may not accurately reflect fair value. In addition, if there is evidence that a transaction for an asset or liability is not orderly, little, if any, weight is placed on that transaction price as an indicator of fair value. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

We use the following methods and assumptions in estimating the fair value of our financial instruments whose fair value is determined on a recurring basis.

Cash and cash equivalents - The carrying amount of unrestricted cash and cash equivalents reported on our Consolidated Balance Sheets approximates fair value due to the short maturity of these instruments.
Escrow deposits and restricted cash - The carrying amount of escrow deposits and restricted cash reported on our Consolidated Balance Sheets approximates fair value due to the short maturity of these instruments.
Loans receivable and investments - We estimate the fair value of loans receivable and investments using Level 2 and Level 3 inputs, including underlying asset performance and credit quality. We discount future cash flows


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using current interest rates at which similar loans with the same terms and length to maturity would be made to borrowers with similar credit ratings.

Available for sale securities - We estimate the fair value of marketable debt securities using Level 2 inputs. We observe quoted prices for similar assets or liabilities in active markets that we have the ability to access. We consider credit spreads, underlying asset performance and credit quality, default rates and confirmed settlement amounts at maturity.
Derivative instruments - We estimate the fair value of certain derivative instruments, including interest rate caps, interest rate swaps, and foreign currency forward contracts using Level 2 inputs.
Interest rate caps - We observe forward yield curves and other relevant information.
Interest rate swaps - We observe alternative financing rates derived from market-based financing rates, forward yield curves and discount rates.
Foreign currency forward contracts - We estimate the future values of the two currency tranches using forward exchange rates that are based on traded forward points and calculate a present value of the net amount using a discount factor based on observable traded interest rates.
Stock warrants - We estimate the fair value of stock warrants representing a financial interest in a private entity based on Level 3 inputs that reflect significant assumptions including underlying enterprise value, market volatility, duration, dividend rate and risk-free rate.
Senior notes payable and other debt - We estimate the fair value of senior notes payable and other debt using Level 2 inputs. We discount the future cash flows using current interest rates at which we could obtain similar borrowings. For mortgage debt, we may estimate fair value using Level 3 inputs, similar to those used in determining fair value of loans receivable (above).
Redeemable OP unitholder interests - We estimate the fair value of our redeemable OP unitholder interests using Level 1 inputs. We base fair value on the closing price of our common stock, as OP Units may be redeemed at the election of the holder for cash or, at our option, shares of our common stock, subject to adjustment in certain circumstances.

Revenue Recognition

NNN and OM&R

In accordance with Accounting Standards Codification (“ASC”) 842, Leases (“ASC 842”), we recognize rental revenue for operating lease arrangements when the tenant takes possession or controls the physical leased asset. Certain of our triple-net leases and most of our outpatient medical buildings and research centers’ (collectively, “outpatient medical and research portfolio”) leases provide for periodic and determinable increases in base rent. We recognize base rental revenues under these leases on a straight-line basis over the applicable lease term when collectability of substantially all rents is probable. Recognizing rental income on a straight-line basis generally results in recognized revenues during the first half of a lease term exceeding the cash amounts contractually due from our tenants, creating a straight-line rent receivable that is included in Other assets on our Consolidated Balance Sheets. At December 31, 2025 and 2024, this cumulative excess totaled $250.8 million and $202.7 million, respectively (excluding properties classified as held for sale).

Certain of our leases provide for periodic increases in base rent only if certain revenue parameters or other substantive contingencies are met. We recognize the increased rental revenue under these leases as the related parameters or contingencies are met, rather than on a straight-line basis over the applicable lease term.


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We assess the probability of collecting substantially all rents under our leases based on several factors, including, among other things, payment history, the financial strength of the tenant and any guarantors, the historical operations and operating trends of the property, the historical payment pattern of the tenant, the type of property, the value of the underlying collateral, if any, expected future performance of the property and current economic conditions. If our evaluation of these factors indicates it is not probable that we will be able to collect substantially all rents under the lease, we record a charge to rental income. If we change our conclusions regarding the probability of collecting rent payments required by a lease, we may recognize adjustments to rental income in the period we make such change in our conclusions.

We are also entitled to receive reimbursements from our tenants for various property operating costs that we pay on their behalf. We have elected the practical expedient for lessors to account for the lease and non-lease components as a single component pursuant to ASC 842 when the lease component is predominant, the timing and pattern of transfer are the same, and the lease component, if separately accounted for, would be treated as an operating lease. Accordingly, the reimbursements from tenants are recognized as variable lease payments when earned and the corresponding property-level operating costs are expensed when incurred.

SHOP

Our resident agreements are accounted for as operating leases under ASC 842. Resident leases within our SHOP reportable segment also contain service elements. We elected the practical expedient to account for our resident leases as a single lease component and recognize resident fees and services, other than move-in fees and certain rent incentives, monthly as services are provided. We recognize move-in fees and certain rent incentives on a straight-line basis over the average resident stay.

Other

We provide various services to our unconsolidated real estate entities in exchange for fees and reimbursements, which are determined in accordance with the terms specific to each arrangement. We recognize these fees as we provide the services.

We may also earn promote revenue within the VIM platform related to the Ventas Fund, a perpetual life investment vehicle focused on investments in research centers, outpatient medical buildings and senior housing communities in North America. Within the Ventas Fund, promote revenue is generally based on the Ventas Fund’s cumulative returns over three-year performance periods. The promote revenue is based on operating performance and real estate valuation of the portfolio, including highly variable inputs such as capitalization rates, market rents, and interest rates. As the asset appreciation is an important driver of the promote and the key inputs in the valuation process can change, we generally recognize promote revenues at or near the end of the performance period. We include these revenues as a component of Third-party capital management revenues in our Consolidated Statements of Income.

We may also earn promote revenues within the VIM platform related to our other investment vehicles. Within these other investment vehicles, promote revenues are generally earned after our partners have received distributions sufficient to provide a specified rate of return on their invested capital.

We recognize interest income from loans receivable and investments, including discounts and premiums, using the effective interest method when collectability is reasonably assured. We apply the effective interest method on a loan-by-loan basis and recognize discounts and premiums as yield adjustments over the related loan term. We recognize interest income on loans with an allowance on a cash basis.


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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accounting for Leased Property

We lease real property, primarily land and corporate office space, and equipment. At lease inception, we establish an operating lease asset and operating lease liability, calculated as the present value of future minimum lease payments on our Consolidated Balance Sheets. 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. Our lease expense primarily consists of ground and corporate office leases. Ground lease expense is included in Interest expense and corporate office lease expense is included in General, administrative and professional fees in our Consolidated Statements of Income.

Accounting for Foreclosed Properties

We 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 Gain on foreclosure of real estate in our Consolidated Statements of Income.

Exchangeable Senior Notes

We account for our exchangeable senior notes in accordance with ASC 470-20, Debt - Debt with Conversion and Other Options (after the adoption of Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”)). We evaluate the exchange features embedded in our exchangeable senior notes in accordance with ASC 815, Derivatives and Hedging. ASC 815 requires embedded derivatives to be separated from their host non-derivative contracts and accounted for as free-standing derivative financial instruments if, and only if, each of the following three criteria is met: (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Certain contracts that involve an entity’s own equity are explicitly exempted from the requirements of ASC 815.

Stock-Based Compensation

We recognize share-based payments to employees and directors, including grants of restricted stock and restricted stock units (including service-based and performance-based awards), included in General, administrative and professional fees in our Consolidated Statements of Income generally on a straight-line basis over the requisite service period based on the grant date fair value of the award. Forfeitures of share-based awards are recognized as they occur.


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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Transaction, Transition and Restructuring Costs

Transaction, transition and restructuring costs include expenses relating to mergers, acquisitions and investments; expenses relating to strategic transactions, such as spin-offs, joint ventures, partnerships, significant lease and management agreement transactions and similar arrangements; transition and integration expenses incurred by properties that have undergone operator or business model transitions; and expenses relating to organizational and other restructuring activities.

Other Expense

Other expense includes the changes in fair value of certain derivative instruments, net expenses or recoveries related to significant disruptive events and other expenses or income.

Gain on Real Estate Dispositions

We recognize a Gain on real estate disposition when we transfer control of a property and when it is probable that we will collect substantially all of the related consideration.

Federal Income Tax

We have elected to be treated as a REIT under the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), for every year beginning with the year ended December 31, 1999. Accordingly, we generally are not subject to federal income tax on net income that we distribute to our stockholders, provided that we continue to qualify as a REIT. However, with respect to certain of our subsidiaries that have elected to be treated as taxable REIT subsidiaries (“TRS” or “TRS entities”), we record income tax expense or benefit, as those entities are subject to federal income tax similar to regular corporations. Certain foreign subsidiaries are subject to foreign income tax, although they did not elect to be treated as TRSs.

We account for deferred income taxes using the asset and liability method and recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our financial statements or tax returns. Under this method, we determine deferred tax assets and liabilities based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Any increase or decrease in the deferred tax liability that results from a change in circumstances, and that causes us to change our judgment about expected future tax consequences of events, is included in the tax provision when such changes occur. Deferred income taxes also reflect the impact of operating loss and tax credit carryforwards. A valuation allowance is provided if we believe it is more likely than not that all or some portion of the deferred tax asset will not be realized. Any increase or decrease in the valuation allowance that results from a change in circumstances, and that causes us to change our judgment about the realizability of the related deferred tax asset, is included in the tax provision when such changes occur.

We recognize the tax benefit from an uncertain tax position claimed or expected to be claimed on a tax return only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. We recognize interest and penalties, if applicable, related to uncertain tax positions as part of Income tax benefit in our Consolidated Statements of Income.


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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Foreign Currency

Certain of our subsidiaries’ functional currencies are the local currencies of their respective foreign jurisdictions. We translate the results of operations of our foreign subsidiaries into U.S. dollars using average rates of exchange in effect during the period, and we translate balance sheet accounts using exchange rates in effect at the end of the period. We record the resulting currency translation adjustments in Accumulated other comprehensive income, a component of Stockholders’ Equity, on our Consolidated Balance Sheets, and we record foreign currency transaction gains and losses in Other expense (income) in our Consolidated Statements of Income. We recognize any noncontrolling interests’ proportionate share of currency translation adjustments of our foreign consolidated joint ventures in Noncontrolling interests on our Consolidated Balance Sheets.

Segment Reporting

Recent Accounting Standards

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 rule would be effective for annual reporting periods beginning in fiscal year 2025. In April 2024, the SEC exercised its discretion to stay this rule and, subsequently, in March 2025, the SEC voted to end its defense of the rule against certain legal challenges. We are monitoring the ongoing judicial review of these legal challenges to determine the impact, if any, of the 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 PBEs to include footnote disclosure that 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 (i) employee compensation, (ii) depreciation and (iii) intangible asset amortization. The tabular disclosure must 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.


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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 – CONCENTRATION OF CREDIT RISK

We use total revenues and total NOI in assessing our concentration of credit risk. See “Non-GAAP Financial Measures” included elsewhere in this Annual Report for additional disclosure and a reconciliation of Net income attributable to common stockholders, as computed in accordance with GAAP, to total NOI.

We are exposed to the credit risk of our tenants in our NNN and OM&R segments because those tenants are obligated to pay us rent and, in certain instances, pay or reimburse us for some or all property-related expenses, including utilities, real estate taxes, insurance, repairs and maintenance, cleaning, roads and grounds expense and other expenses. Because we engage independent managers to manage the properties in our SHOP segment in exchange for a management fee, we are not directly exposed to their credit risk in the same manner or to the same extent as the tenants in our NNN and OM&R segments.

Our consolidated properties were located in 48 states, the District of Columbia, seven Canadian provinces and the United Kingdom as of December 31, 2025, with properties in one state (California) accounting for more than 10% of our total revenues and NOI for each of the years ended December 31, 2025, 2024 and 2023.

The following table summarizes certain information about our credit risk concentration for our NNN and OM&R segments:


	For the Years Ended December 31,
	2025		2024		2023
Contribution as a Percentage of Total Revenues:
Brookdale (1)	2.6	%	3.1	%	3.3	%
Ardent	2.6		3.1		3.3
Kindred	2.4		2.8		2.9

Contribution as a Percentage of Total NOI:
Brookdale (1)	6.2	%	7.2	%	7.7	%
Ardent	6.4		7.3		7.6
Kindred	5.8		6.7		6.9

(1)For all periods presented, includes 121 senior housing properties in our NNN segment leased to Brookdale, including 56 properties for which the lease expired on or before December 31, 2025 (the “Brookdale Conversion and Sale Communities”). In connection therewith, (i) 42 of the Brookdale Conversion and Sale Communities were converted to our SHOP segment during 2025, with the revenues and NOI for those properties included in the above table through the date of conversion, (ii) 3 of the Brookdale Conversion and Sale Communities were converted to our SHOP segment on January 1, 2026, (iii) 2 of the Brookdale Conversion and Sale Communities were sold during 2025, with the revenues and NOI for those properties included in the above table through the date of sale and (iv) 9 of the Brookdale Conversion and Sale Communities were held for sale as of December 31, 2025. As a result of foregoing, Brookdale is not expected to constitute a significant percentage of our total revenues or total NOI in 2026 and thereafter.

All of our Brookdale and Kindred rent and substantially all of our Ardent rent are guaranteed by their respective corporate parents.

Lease Income


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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Rental income from our NNN and OM&R operating leases consists of fixed and variable lease payments. The variable payments primarily represent (i) amounts that certain tenants pay to reimburse us for property-level operating expenses that we pay on their behalf and (ii) percentage rent, which is a rental charge typically based on certain tenants' gross revenue. Substantially all of the resident fees and services earned from our SHOP segment represent fixed income from operating leases and have not been included in the table below.

The following table summarizes rental income from our NNN and OM&R operating leases (dollars in thousands):


	For the Years Ended December 31,
	2025		2024		2023
Fixed income from operating leases	$	1,239,098	$	1,251,042	$	1,241,075
Variable income from operating leases	257,569		245,898		245,326

Future Contractual Rents

The following table sets forth the minimum lease payments under the existing lease for all of our consolidated triple-net and outpatient medical and research building leases as of December 31, 2025 (excluding properties classified as held for sale as of December 31, 2025, dollars in thousands):


	Ardent		Kindred		Other		Total
2026	$	155,868	$	134,460	$	812,119	$	1,102,447
2027	154,720		134,460		744,314		1,033,494
2028	154,720		116,245		642,566		913,531
2029	154,720		107,137		554,340		816,197
2030	154,720		47,962		474,358		677,040
Thereafter	704,638		68,902		1,750,382		2,523,922
Total	$	1,479,386	$	609,166	$	4,978,079	$	7,066,631

NOTE 4 – ACQUISITIONS OF REAL ESTATE PROPERTY

We acquire and invest in senior housing, outpatient medical buildings, research centers and other healthcare properties primarily to achieve an expected yield on our investment, to grow and diversify our portfolio and revenue base and to reduce our dependence on any single manager or tenant, geographic location, asset type, business model or revenue source. Each of our acquisitions disclosed below was accounted for as an asset acquisition.


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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2026 Acquisitions

In January and February 2026 we acquired 26 senior housing communities reported within our SHOP segment for $842.2 million.

2025 Acquisitions

During the year ended December 31, 2025, we acquired 52 senior housing communities reported within our SHOP segment for an aggregate purchase price of $2.3 billion.

2024 Acquisitions

During the year ended December 31, 2024, we acquired 50 senior housing communities reported within our SHOP segment and five long-term acute care facilities (“LTACs”) reported within our NNN segment for an aggregate purchase price of $1.9 billion.

NOTE 5 – DISPOSITIONS, ASSETS HELD FOR SALE AND IMPAIRMENTS

2025 Activity

During the year ended December 31, 2025, we sold three senior housing communities in our SHOP segment, six properties in our OM&R segment and 14 properties in our NNN segment for aggregate consideration of $223.2 million and recognized $17.8 million in Gain on real estate dispositions in our Consolidated Statements of Income.

In June 2025, an existing tenant exercised a legally binding and non-cancellable option to purchase 12 OM&R properties in June 2026. This transaction was accounted for as a lease modification resulting in a sales-type lease receivable of $38.5 million and a $20.8 million gain on real estate disposition. Interest income from the sales-type lease receivable will be recognized over the remaining lease term. Subsequently, an amendment was executed to settle the lease receivable and terminate the lease in December 2025.

2024 Activity

During the year ended December 31, 2024, we sold 19 senior housing communities in our SHOP segment, 12 outpatient medical buildings (one of which was vacant) in our OM&R segment and 24 properties in our NNN segment for aggregate consideration of $315.1 million and recognized $57.0 million in Gain on real estate dispositions in our Consolidated Statements of Income.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2023 Activity

During the year ended December 31, 2023, we sold seven communities in our SHOP segment, 10 properties in our OM&R segment, nine properties in our NNN segment and two land parcels for aggregate consideration of $399.5 million and recognized $62.1 million in Gain on real estate dispositions in our Consolidated Statements of Income.

Assets Held for Sale

The table below summarizes our real estate assets and liabilities classified as held for sale reported on our Consolidated Balance Sheets (dollars in thousands):


	As of December 31, 2025					As of December 31, 2024
	Segment Properties Held for Sale	Assets Held for Sale		Liabilities Related to Assets Held for Sale		Segment Properties Held for Sale	Assets Held for Sale		Liabilities Related to Assets Held for Sale
SHOP	6	$	20,337	$	2,786	2	$	18,612	$	2,158
OM&R (1)	—	468		130		—	13		568
NNN	10	22,188		1,116		—	—		—
Total	16	$	42,993	$	4,032	2	$	18,625	$	2,726

(1) Balances relate to the unsettled working capital related to properties sold during the year.

Real Estate Impairments

For the year ended December 31, 2025, we recognized impairments of $96.2 million comprising of $35.2 million, $57.3 million and $3.7 million impairments in our SHOP, OM&R and NNN segments, respectively. For the year ended December 31, 2024, we recognized impairments of $86.0 million comprising of $43.8 million, $1.5 million and $40.7 million impairments in our SHOP, OM&R and NNN segments, respectively. For the year ended December 31, 2023, we recognized impairments of $226.6 million comprising of $190.5 million, $19.2 million and $16.9 million impairments in our SHOP, OM&R and NNN segments, respectively. The impairments are recorded primarily as a component of Depreciation and amortization in our Consolidated Statements of Income. The impairments recorded were primarily a result of a change in our intent to hold or a change in the expected future cash flows of the impaired assets.


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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 – LOANS RECEIVABLE AND INVESTMENTS, NET

As of December 31, 2025 and 2024, we held $164.7 million and $173.0 million, respectively, of loans receivable and investments, net of allowance, which are comprised of secured loans receivable and investments, net and non-mortgage loans receivable, net and relate to senior housing and healthcare operators or properties. Secured loans receivable and investments, net generally consist of sales-type lease receivables and loans that are primarily collateralized by a mortgage, a leasehold mortgage or an assignment or pledge of equity interest in entities that primarily own real estate. Non-mortgage loans receivable, net, are generally corporate loans that are collateralized primarily by non-real estate related collateral or are unsecured.

The following is a summary of our loans receivable and investments, net (dollars in thousands):


	Amortized Cost		Allowance		Carrying Amount		Fair Value
As of December 31, 2025:
Net real estate investments
Secured loans receivable and investments, net (1)	$	143,913	$	—	$	143,913	$	146,364
Other assets
Non-mortgage loans receivable, net	24,062		(3,235)		20,827		20,432
Total loans receivable and investments, net (2)	$	167,975	$	(3,235)	$	164,740	$	166,796
As of December 31, 2024:
Net real estate investments
Secured loans receivable and investments, net (1)	$	144,872	$	—	$	144,872	$	146,229
Other assets
Non-mortgage loans receivable, net	31,939		(3,810)		28,129		27,640
Total loans receivable and investments, net (2)	$	176,811	$	(3,810)	$	173,001	$	173,869

(1)Includes $0.8 million and $1.4 million of sales-type lease receivables as of December 31, 2025 and 2024, respectively.

(2)Loans receivable and investments, net have contractual maturities ranging from 2026 to 2041.

2024 Activity

In September 2024, we provided 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 had a 3-year term and bore interest at a variable rate based on one-month SOFR, subject to a floor of 4.50%, plus a spread of 5.75%, which increased to 6.00% commencing October 1, 2025.


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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 – INVESTMENTS IN UNCONSOLIDATED ENTITIES

We report investments in unconsolidated entities over whose operating and financial policies we have the ability to exercise significant influence under the equity method of accounting. Our investments in unconsolidated entities include investments in both real estate entities and operating entities as described further below. We periodically evaluate our investments in unconsolidated entities for indicators of an other-than-temporary impairment. No significant impairments were recognized for our investments in unconsolidated entities during the years ended December 31, 2025, 2024 and 2023.

Investments in Unconsolidated Real Estate Entities

Below is a summary of our investments in unconsolidated real estate entities, including through VIM, as of December 31, 2025 and 2024, respectively (dollars in thousands):


	Ownership (1) as of December 31,		Carrying Amount as of December 31,
	2025	2024	2025		2024
Investments in unconsolidated real estate entities:
Ventas Fund	20.1%	20.0%	$	288,469	$	267,202
Pension Fund Joint Venture	25.0%	25.0%	6,200		11,939
Research & Innovation Development Joint Venture	53.0%	53.0%	282,512		309,499
Ventas Investment Management platform			577,181		588,640
Atrium Health & Wake Forest Joint Venture	51.0%	48.5%	39,809		36,881
All other (2)	34.0%-37.5%	34.0%-37.5%	581		601
Total Investments in unconsolidated real estate entities			$	617,571	$	626,122

(1) The entities in which we have an ownership interest may have less than a 100% interest in the underlying real estate. The ownership percentages in the table reflect our interest in the entities. Joint venture members, including us in some instances, have equity participation rights based on the underlying performance of the investments, which could result in non-pro rata distributions.

(2) Includes investments in parking structures and other de minimis investments in unconsolidated real estate entities.

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.

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.

We provide various services to our unconsolidated real estate entities in exchange for fees and reimbursements. Total management fees earned in connection with these services were $15.7 million, $15.5 million and $14.7 million for the years ended December 31, 2025, 2024 and 2023, respectively. Such amounts, along with any promote revenue, are included in Third-party capital management revenues in our Consolidated Statements of Income.


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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Investments in Unconsolidated Operating Entities

We own investments in unconsolidated operating entities such as Atria and Ardent, which are included within Other assets on our Consolidated Balance Sheets.

As of December 31, 2025, we held a 34% ownership interest in Atria, which entitles us to customary minority rights and protections, including the right to appoint two members to the Atria Board of Directors.

As of December 31, 2025, we held an approximately 6.6% ownership interest in Ardent. One of our executive officers is currently a member of the Ardent Board of Directors. We have the right (but not the obligation) to nominate one member of the Ardent Board of Directors for so long as we beneficially own 4% or more of the total voting power of the outstanding common stock of Ardent, pursuant to our nomination agreement with Ardent. Following Ardent’s initial public offering, which was consummated in July 2024, our equity stake in Ardent decreased from the issuance of primary shares 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.

Pursuant to Rule 3-09 and Rule 4-08(g) of Regulation S-X under the Securities Act, we are required to present summarized financial information of the combined accounts of our unconsolidated entities accounted for by the equity method. The following table summarizes the combined unaudited financial information of our equity method investments, based on the most recent financial information available to us as of the respective reporting dates and periods (dollars in thousands):


	As of December 31,
	2025		2024
Total assets	$	9,991,116	$	9,813,724
Total liabilities	6,228,827		6,168,639
Total noncontrolling interests	505,869		582,678
Total equity, net of noncontrolling interests	3,256,420		3,062,405


	For the Years Ended December 31,
	2025		2024		2023
Total revenues	$	7,410,454	$	7,121,808	$	6,526,010
Total pre-tax income	181,408		313,313		43,100
Net income (loss) attributable to common stockholders	154,013		196,984		(44,313)


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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 – INTANGIBLES

The following is a summary of our intangibles (dollars in thousands):


	As of December 31, 2025			As of December 31, 2024
	Balance		Weighted Average Remaining Amortization Period in Years	Balance		Weighted Average Remaining Amortization Period in Years
Intangible assets:
Above-market lease intangibles (1)	$	120,178	4.0	$	124,515	4.3
In-place lease and other real estate intangibles (2)	1,560,389		7.0	1,434,236		8.4
Acquired lease intangibles	1,680,567			1,558,751
Goodwill	1,046,072		n/a	1,044,915		n/a
Other intangibles (2)	41,261		48.0	41,190		24.4
Accumulated amortization	(1,374,077)		n/a	(1,286,374)		n/a
Net intangible assets	$	1,393,823	8.1	$	1,358,482	8.8
Intangible liabilities:
Below-market lease intangibles (1)	$	246,153	13.1	$	269,572	7.0
Other lease intangibles	13,498		n/a	13,498		n/a
Accumulated amortization	(198,762)		n/a	(211,441)		n/a
Purchase option intangibles	3,568		n/a	3,568		n/a
Net intangible liabilities	$	64,457	13.1	$	75,197	7.0

(1) Amortization of above- and below-market lease intangibles is recorded as a decrease and an increase to revenues, respectively, in our Consolidated Statements of Income.

(2) Amortization of intangibles is recorded in Depreciation and amortization in our Consolidated Statements of Income.

n/a—not applicable

During the year ended December 31, 2025, we acquired $209.5 million of intangible assets as part of our real estate acquisitions, consisting primarily of in-place lease intangibles, with a weighted average amortization period of 3.5 years at acquisition date. During the year ended December 31, 2024, we acquired $159.8 million of intangible assets as part of our real estate acquisitions, consisting primarily of in-place lease intangibles, with a weighted average amortization period of 6.3 years at acquisition date.

Other intangibles (including non-compete agreements, trade names and trademarks) are included in Other assets on our Consolidated Balance Sheets. Net intangible liabilities are included in Accounts payable and other liabilities on our Consolidated Balance Sheets. For the years ended December 31, 2025, 2024 and 2023, our net amortization related to these intangible assets and liabilities was $48.9 million, $80.8 million and $111.2 million, respectively.


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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following is a summary of the estimated net amortization related to these intangible assets and liabilities for each of the next five years (dollars in thousands):


	Estimated Net Amortization
2026	$	140,500
2027	46,500
2028	21,000
2029	10,500
2030	9,100

The table below reflects the carrying amount of goodwill, by segment, as of December 31, 2025 (dollars in thousands):


	Goodwill
OM&R	$	466,967
NNN	319,569
SHOP	259,536
Total goodwill	$	1,046,072

There were no significant changes in the allocation of goodwill or any impairments during the years ended December 31, 2025, 2024 and 2023.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 – OTHER ASSETS

The following is a summary of our Other assets (dollars in thousands):


	As of December 31,
	2025		2024
Straight-line rent receivables	$	250,833	$	202,675
Deferred lease costs, net	163,481		145,973
Accounts receivable, net (1)	99,872		108,138
Investment in unconsolidated operating entities	100,614		95,623
Prepaid assets	81,389		71,786
Non-mortgage loans receivable, net	20,827		28,129

Other intangibles, net	10,681		11,513
Other (2)	97,832		128,826
Total Other assets	$	825,529	$	792,663

(1) Allowance for doubtful accounts as of December 31, 2025 and 2024 were $71.5 million and $70.3 million, respectively.

(2) The balance as of December 31, 2025 included, among other items, stock warrants exercisable at any time prior to September 13, 2034 for 9.9% of the common equity of a parent company of Kindred Healthcare, LLC (together with its subsidiaries, “Kindred”) at the pre-transaction value of such common equity (the “Scion Warrants”). The balance as of December 31, 2024 included, among other items, the Scion Warrants as well as stock warrants exercisable at any time prior to December 31, 2025, in whole or in part, for 11.1 million shares of Brookdale Senior Living, Inc. common stock (“Brookdale Common Stock”) at an exercise price of $3.00 per share (the “Brookdale Warrants”).

During the year ended December 31, 2025, we exercised all remaining 11.1 million Brookdale Warrants on a cashless basis (net of the $3.00 exercise price), resulting in Ventas receiving 5.7 million net shares of Brookdale Common Stock, which we sold for net cash proceeds of approximately $35.6 million (recorded within operating cash flows in our Consolidated Statements of Cash Flows).

The Brookdale Warrants and the Scion Warrants were measured at fair value with changes in fair value being recognized within Other expense (income) in our Consolidated Statements of Income.


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NOTE 10 – SENIOR NOTES PAYABLE AND OTHER DEBT

The following is a summary of our Senior notes payable and other debt (dollars in thousands):


	As of December 31,
	2025		2024
Unsecured revolving credit facility (1)(2)	$	—	$	6,397
Commercial paper notes	—		—
2.65% Senior Notes due 2025	—		450,000
3.50% Senior Notes due 2025	—		600,000
4.125% Senior Notes due 2026	500,000		500,000
3.75% Exchangeable Senior Notes due 2026	862,500		862,500
3.25% Senior Notes due 2026	450,000		450,000
Unsecured term loan due February 2027	200,000		200,000
Unsecured term loan due June 2027	500,000		500,000
2.45% Senior Notes, Series G due 2027 (2)	346,109		330,320
3.85% Senior Notes due 2027	400,000		400,000
4.00% Senior Notes due 2028	650,000		650,000
5.398% Senior Notes, Series I due 2028 (2)	437,190		417,246
4.40% Senior Notes due 2029	750,000		750,000
5.10% Senior Notes, Series J due 2029 (2)	473,623		452,017
3.00% Senior Notes due 2030	650,000		650,000
4.75% Senior Notes due 2030	500,000		500,000
2.50% Senior Notes due 2031	500,000		500,000
3.30% Senior Notes, Series H due 2031 (2)	218,595		208,623
5.10% Senior Notes due 2032	500,000		—
5.625% Senior Notes due 2034	500,000		500,000
5.00% Senior Notes due 2035	550,000		550,000
5.00% Senior Notes due 2036	500,000		—
6.90% Senior Notes due 2037 (3)	52,400		52,400
6.59% Senior Notes due 2038 (3)	21,413		21,413
5.70% Senior Notes due 2043	300,000		300,000
4.375% Senior Notes due 2045	300,000		300,000
4.875% Senior Notes due 2049	300,000		300,000
Mortgage loans and other	2,641,797		3,167,886
Total	13,103,627		13,618,802
Deferred financing costs, net	(81,529)		(92,365)
Unamortized fair value adjustment	6,422		11,587
Unamortized discounts	(17,504)		(15,473)
Senior notes payable and other debt	$	13,011,016	$	13,522,551

(1)As of December 31, 2025, we had no Canadian Dollar or British Pound borrowings outstanding. As of December 31, 2024, we had Canadian Dollar and British Pound borrowings of C$2.0 million ($1.4 million) and £4.0 million ($5.0 million) outstanding, respectively.

(2)British Pound and Canadian Dollar debt obligations shown in US Dollars.

(3)Our 6.90% Senior Notes due 2037 are subject to repurchase at the option of the holders, at par, on October 1, 2027, and our 6.59% Senior Notes due 2038 are subject to repurchase at the option of the holders, at par, on July 7, 2028.


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Credit Facilities, Commercial Paper, Unsecured Term Loans and Letters of Credit

As of December 31, 2025, we had a $3.50 billion unsecured revolving credit facility priced at the Secured Overnight Financing Rate published by the Federal Reserve Bank of New York (“SOFR”) plus 0.775% which is subject to adjustment based on the Company’s debt ratings. Our unsecured revolving credit facility matures in April 2028, and may be extended at our option, subject to the satisfaction of certain conditions, for two additional periods of six months each. The unsecured revolving credit facility included an accordion feature that permits us to increase our aggregate borrowing capacity thereunder to up to $4.50 billion, subject to the satisfaction of certain conditions, including the receipt of additional commitments for such increase.

Our unsecured revolving credit facility imposes certain customary restrictions on us, including restrictions pertaining to: (i) liens; (ii) investments; (iii) the incurrence of additional indebtedness; (iv) mergers and dissolutions; (v) certain dividend, distribution and other payments; (vi) permitted businesses; (vii) transactions with affiliates; and (viii) the maintenance of certain consolidated total leverage, secured debt leverage, unsecured debt leverage and fixed charge coverage ratios and minimum consolidated adjusted net worth, and contains certain other customary terms and conditions.

As of December 31, 2025, our $3.50 billion unsecured revolving credit facility had no borrowings outstanding and $0.8 million restricted to support outstanding letters of credit. We use our unsecured revolving credit facility to support our commercial paper program and for general corporate purposes.

Our wholly-owned subsidiary, Ventas Realty, Limited Partnership (“Ventas Realty”), may issue from time to time unsecured commercial paper notes up to a maximum aggregate amount outstanding at any time of $2.0 billion. The notes are sold under customary terms in the U.S. commercial paper note market and are ranked pari passu with Ventas Realty’s other unsecured senior indebtedness. The notes are fully and unconditionally guaranteed by Ventas. As of December 31, 2025, we had no borrowings outstanding under our commercial paper program.

As of December 31, 2025, Ventas Realty had a $500.0 million unsecured term loan priced at 0.10% plus SOFR (“Adjusted SOFR”) plus 0.85%, which was subject to adjustment based on Ventas Realty’s debt ratings. This term loan was fully and unconditionally guaranteed by Ventas and subject to certain customary covenants and other terms and conditions. It was scheduled to mature in June 2027 and included an accordion feature that permitted Ventas Realty to increase the aggregate borrowings thereunder to up to $1.25 billion, subject to the satisfaction of certain conditions, including the receipt of additional commitments for such increase. This unsecured term loan was refinanced in January 2026 as discussed below.

As of December 31, 2025, Ventas Realty had a $200.0 million unsecured term loan priced at Adjusted SOFR plus 0.85%, which was subject to adjustment based on Ventas Realty’s debt ratings. This term loan was fully and unconditionally guaranteed by Ventas and subject to certain customary covenants and other terms and conditions. It was scheduled to mature in February 2027 and included an accordion feature that permitted Ventas Realty to increase the aggregate borrowings thereunder to up to $500.0 million, subject to the satisfaction of certain conditions, including the receipt of additional commitments for such increase. This unsecured term loan was repaid in January 2026 as discussed below.

In January 2026, Ventas Realty amended the terms of its $500.0 million unsecured term loan due June 2027 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 $1.75 billion, subject to the satisfaction of certain


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conditions, including the receipt of additional commitments for such increase. The proceeds from the increase in the principal amount of the term loan were used to repay in full Ventas Realty’s $200.0 million unsecured term loan due February 2027. As of January 2026, the delayed draw term loan remains undrawn.

As of December 31, 2025, we had a $100.0 million uncommitted line for standby letters of credit, which had an outstanding balance of $18.6 million. The agreement governing the line contains certain customary covenants and other terms and conditions. Under its terms, we are required to pay a fixed rate commission on each outstanding letter of credit.

Exchangeable Senior Notes

In June 2023, Ventas Realty issued $862.5 million aggregate principal amount of its 3.75% Exchangeable Senior Notes due 2026 (the “Exchangeable Notes”) in a private placement. The Exchangeable Notes are senior, unsecured obligations of Ventas Realty and are fully and unconditionally guaranteed on an unsecured and unsubordinated basis by Ventas. The Exchangeable Notes bear interest at a rate of 3.75% per year, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2023. The Exchangeable Notes mature on June 1, 2026, unless earlier exchanged, redeemed or repurchased.

As of both December 31, 2025 and 2024, we had $862.5 million aggregate principal amount of the Exchangeable Notes outstanding with an effective interest rate of 4.62% inclusive of the impact of the amortization of issuance costs. For the years ended December 31, 2025; 2024 and 2023, we recognized $32.3 million, $32.3 million and $17.8 million, respectively, of contractual interest expense and amortization of issuance costs of $7.2 million, $6.8 million and $3.6 million, respectively, related to the Exchangeable Notes. Unamortized deferred financing costs of $3.1 million and $10.3 million as of December 31, 2025 and 2024 were recorded as an offset to Senior notes payable and other debt on our Consolidated Balance Sheets.

The Exchangeable Notes are currently exchangeable at an exchange rate of 18.2778 shares of our common stock per $1,000 principal amount of Exchangeable Notes (equivalent to an exchange price of approximately $54.71 per share of common stock). The exchange rate is subject to adjustment, including in the event of the payment of a quarterly dividend in excess of $0.45 per share, but will not be adjusted for any accrued and unpaid interest. Upon exchange of the Exchangeable Notes, Ventas Realty will pay cash up to the aggregate principal amount of the Exchangeable Notes to be exchanged and pay or deliver (or cause to be delivered), as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at Ventas Realty’s election, in respect of the remainder, if any, of its exchange obligation in excess of the aggregate principal amount of the Exchangeable Notes being exchanged. Prior to the close of business on the business day immediately preceding March 1, 2026, the Exchangeable Notes 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. On or after March 1, 2026, until the close of business on the business day immediately preceding the maturity date, the Exchangeable Notes are exchangeable at the option of the noteholders at any time regardless of these conditions or periods.

We have evaluated and concluded that the exchange options embedded in the Exchangeable Notes are eligible for the entity’s own equity scope exception from ASC 815 and therefore do not need to be bifurcated. Accordingly, we record the Exchangeable Notes as liabilities (included in Senior notes payable and other debt on our Consolidated Balance Sheets).

Senior Notes

As of December 31, 2025, we had outstanding $8.2 billion aggregate principal amount of senior notes issued by Ventas Realty, approximately $73.8 million aggregate principal amount of senior notes issued by


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Nationwide Health Properties, Inc. (“NHP”) and assumed by our subsidiary, Nationwide Health Properties, LLC (“NHP LLC”), as successor to NHP, in connection with our acquisition of NHP, and C$2.0 billion aggregate principal amount of senior notes issued by our subsidiary, Ventas Canada Finance Limited (“Ventas Canada”). All of the senior notes issued by Ventas Realty and Ventas Canada are unconditionally guaranteed by Ventas, Inc.

In January 2026, we repaid $500.0 million aggregate principal amount of 4.13% Senior Notes due 2026 at maturity.

Ventas Realty’s senior notes are part of our and Ventas Realty’s general unsecured obligations, ranking equal in right of payment with all of our and Ventas Realty’s existing and future senior obligations and ranking senior in right of payment to all of our and Ventas Realty’s existing and future subordinated indebtedness. However, Ventas Realty’s senior notes are effectively subordinated to our and Ventas Realty’s secured indebtedness, if any, to the extent of the value of the assets securing that indebtedness. Ventas Realty’s senior notes are also structurally subordinated to the preferred equity and indebtedness, whether secured or unsecured, of our subsidiaries (other than Ventas Realty).

Ventas Canada’s senior notes are part of our and Ventas Canada’s general unsecured obligations, ranking equal in right of payment with all of Ventas Canada’s existing and future senior indebtedness. However, Ventas Canada’s senior notes are effectively subordinated to our and Ventas Canada’s secured indebtedness, if any, to the extent of the value of the assets securing that indebtedness. Ventas Canada’s senior notes are also structurally subordinated to the preferred equity and indebtedness, whether secured or unsecured, of our subsidiaries (other than Ventas Canada).

NHP LLC’s senior notes are part of NHP LLC’s general unsecured obligations, ranking equal in right of payment with all of NHP LLC’s existing and future senior obligations and ranking senior to all of NHP LLC’s existing and future subordinated indebtedness. However, NHP LLC’s senior notes are effectively subordinated to NHP LLC’s secured indebtedness, if any, to the extent of the value of the assets securing that indebtedness. NHP LLC’s senior notes are also structurally subordinated to the preferred equity and indebtedness, whether secured or unsecured, of its subsidiaries.

Ventas Realty and Ventas Canada may redeem each series of their respective senior notes in whole at any time or in part from time to time, prior to maturity at the redemption prices set forth in the applicable indenture (which include, in many instances, a make-whole premium), plus, in each case, accrued and unpaid interest thereon to the redemption date.


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 3.50% Senior Notes due 2025, respectively, at maturity.
In June and December 2025, Ventas Realty issued $500.0 million and $500.0 million of aggregate principal amount of 5.10% Senior Notes due 2032 and 5.00% Senior Notes due 2036, respectively. The proceeds of both offerings were primarily used for general corporate purposes, which included repayment of other indebtedness and expenses related to the offering.


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Mortgages

At December 31, 2025, we had 106 mortgage loans outstanding in the aggregate principal amount of $2.6 billion, which are secured by 102 of our properties. Of these loans, 95 loans in the aggregate principal amount of $2.2 billion bear interest at fixed rates ranging from 2.24% to 7.13% per annum, and 11 loans in the aggregate principal amount of $438.9 million bear interest at variable rates ranging from 2.45% to 7.12% per annum as of December 31, 2025. At December 31, 2025, the weighted average annual rate on our fixed rate mortgage loans was 4.4%, and the weighted average annual rate on our variable rate mortgage loans was 4.9%. Our mortgage loans had a weighted average maturity of 4.1 years as of December 31, 2025.

During the year ended December 31, 2025, we repaid in full mortgage loans in the aggregate principal amount of $596.9 million.

Scheduled Maturities of Borrowing Arrangements and Other Provisions

As of December 31, 2025, our indebtedness had the following maturities (dollars in thousands):


	Principal Amount Due at Maturity		Unsecured Revolving Credit Facility and Commercial Paper Notes		Scheduled Periodic Amortization		Total Maturities
2026	$	2,127,508	$	—	$	46,156	$	2,173,664
2027	1,584,927		—		46,659		1,631,586
2028	1,524,342		—		39,405		1,563,747
2029	1,661,224		—		32,941		1,694,165
2030	1,385,892		—		21,886		1,407,778
Thereafter	4,551,602		—		81,085		4,632,687
Total maturities	$	12,835,495	$	—	$	268,132	$	13,103,627

The instruments governing our outstanding indebtedness contain covenants that limit our ability and the ability of certain of our subsidiaries to, among other things: (i) incur debt and certain liens; (ii) make certain dividends, distributions and investments; (iii) enter into certain transactions; and/or (iv) merge, consolidate or sell certain assets. Our credit facilities do, and certain of our other indebtedness may, require us to maintain certain financial covenants pertaining to, among other things, our consolidated total leverage, secured debt, unsecured debt, fixed charge coverage and net worth.

As of December 31, 2025, we were in compliance with all of these covenants.

Derivatives and Hedging

In the normal course of our business, interest rate fluctuations affect future cash flows under our variable rate debt obligations, loans receivable and marketable debt securities, and foreign currency exchange rate fluctuations affect our operating results. We follow established risk management policies and procedures, including the use of derivative instruments, to mitigate the impact of these risks.

We do not use derivative instruments for trading or speculative purposes, and we have a policy of entering into contracts only with major financial institutions based upon their credit ratings and other factors.


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When considered together with the underlying exposure that the derivative is designed to hedge, we do not expect that the use of derivatives in this manner would have any material adverse effect on our future financial condition or results of operations.

We enter into interest rate swaps in order to maintain a capital structure containing targeted amounts of fixed and variable-rate debt and manage interest rate risk. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for our fixed-rate payments. These interest rate swap agreements are used to hedge the variable cash flows associated with variable-rate debt.

Periodically, we enter into interest rate derivatives, such as treasury locks, to partially hedge the risk of changes in interest payments attributable to increases in the benchmark interest rate during the period leading up to the probable issuance of fixed-rate debt. We designate our interest rate locks as cash flow hedges. Gains and losses when we settle our interest rate locks are amortized over the life of the related debt and recorded in Interest expense in our Consolidated Statements of Income.

As of December 31, 2025, our variable rate debt obligations of $1.1 billion reflect, in part, the effect of $75.3 million notional amount of interest rate swaps with maturities in March 2027, that effectively convert fixed rate debt to variable rate debt. These interest rate swaps were not designated for hedge accounting.

As of December 31, 2025, our fixed rate debt obligations of $12.0 billion reflect, in part, the effect of $125.5 million and C$595.5 million ($433.9 million) notional amount of interest rate swaps with maturities ranging from June 2027 to April 2031, in each case, that effectively convert variable rate debt to fixed rate debt. These interest rate swaps were designated as cash flow hedges.

2025 Activity

During the year ended December 31, 2025, approximately $2.4 million of realized gain primarily relating to our interest rate swaps was reclassified to Interest expense in our Consolidated Statements of Income. Approximately $1.6 million of unrealized losses, which are included in Accumulated other comprehensive income as of December 31, 2025, are expected to be reclassified into earnings within the next 12 months.

2024 Activity

During the year ended December 31, 2024, approximately $22.3 million of realized gain primarily relating to our interest rate swaps was reclassified into Interest expense in our Consolidated Statements of Income.


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NOTE 11 – FAIR VALUES OF FINANCIAL INSTRUMENTS

Financial Instruments Measured at Fair Value

The table below summarizes the carrying amounts and fair values of our financial instruments either recorded or disclosed on a recurring basis (dollars in thousands):


	As of December 31, 2025				As of December 31, 2024
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash and cash equivalents (1)	$	741,067	$	741,067	$	897,850	$	897,850
Escrow deposits and restricted cash (1)	45,070		45,070		59,383		59,383

Secured loans receivable and investments, net (3)(4)	143,913		146,364		144,872		146,229
Non-mortgage loans receivable, net (3)(4)(5)	20,827		20,432		28,129		27,640


Derivative instruments (3)(4)(5)	12,390		12,390		53,100		53,100
Liabilities:
Senior notes payable and other debt, gross (3)(4)	$	13,103,627	$	13,429,007	$	13,618,802	$	13,411,066
Derivative instruments (3)(6)	5,267		5,267		5,887		5,887
Temporary Equity:
Redeemable OP Units (2)	$	260,672	$	260,672	$	200,420	$	200,420

(1)The carrying amount approximates fair value due to the short maturity of these instruments.

(2)Level 1 within fair value hierarchy.

(3)Level 2 within fair value hierarchy.

(4)Level 3 within fair value hierarchy.

(5)Included in Other assets on our Consolidated Balance Sheets.

(6)Included in Accounts payable and other liabilities on our Consolidated Balance Sheets.

For a discussion of the assumptions considered, refer to “Note 2 – Accounting Policies.” The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts. Accordingly, the estimates presented above are not necessarily indicative of the amounts we would realize in a current market exchange.

Items Measured at Fair Value on a Recurring Basis

Our derivative instrument assets as of December 31, 2025 consist primarily of interest rate swaps and the Scion Warrants. The fair value of our interest rate swaps is based on Level 2 inputs. The Scion Warrants represent a financial interest in a private entity whose fair value is based on Level 3 inputs that reflect significant assumptions including underlying enterprise value, market volatility, duration, dividend rate and risk-free rate. Changes in one or more of these inputs could significantly impact the fair value determination.

Substantially all of our derivative instrument liabilities as of December 31, 2025 consist of interest rate swaps. Their fair value is based on Level 2 inputs.

Other Items Measured at Fair Value on a Nonrecurring Basis


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Other items measured at fair value on a nonrecurring basis include assets and liabilities held for sale and real estate assets that are evaluated periodically for impairment (see “Note 5 – Dispositions and Impairments”). We estimate the fair value of assets held for sale and any associated impairment charges based primarily on current sales price expectations, which reside within Level 2 of the fair value hierarchy.

Real estate impairment charges recorded due to our evaluation of recoverability when events or changes in circumstances indicate the carrying amount may not be recoverable are based on company-specific inputs and our assumptions about the marketability of the properties as observable inputs are not available. As such, we have determined that these fair value measurements generally reside within Level 3 of the fair value hierarchy. We estimate the fair value of real estate deemed to not be recoverable using the cost or income approach and unobservable data such as net operating income and estimated capitalization and discount rates, and giving consideration to local and national industry market data including comparable sales.

NOTE 12 – LONG-TERM COMPENSATION

Compensation Plans

We currently have:

one plan, the 2022 Incentive Plan, under which equity awards, including options to purchase common stock, shares of restricted stock or restricted stock units, have been or may be granted to our officers, employees and non-employee directors; and
one plan under which our non-employee directors may elect to defer receipt of all or a portion of their cash retainers and meeting fees and receive shares of common stock in lieu thereof at a later date chosen by the participating director (the Non-Employee Directors’ Cash Compensation Deferral Plan, formerly known as the Non-Employee Directors’ Deferred Stock Compensation Plan).

These plans are referred to collectively as the “Plans.”

The number of shares initially reserved for issuance and the number of shares available for future grants or issuance under the Plans as of December 31, 2025 were as follows:

2022 Incentive Plan—11.4 million shares, plus any shares of common stock subject to awards granted under the 2012 Plan as of October 1, 2022, that expire, or for any reason are forfeited, cancelled or terminated either without such shares being issued or with such shares being forfeited (such shares the “2012 Plan Shares”) were reserved initially for grants or issuance to employees and non-employee directors, and 10.0 million shares were available for future issuance as of December 31, 2025.
Non-Employee Directors’ Cash Compensation Deferral Plan—0.6 million shares were reserved initially for issuance to participating non-employee directors in lieu of the payment of all or a portion of their retainer and meeting fees, at their option, and 0.3 million shares were available for future issuance as of December 31, 2025.

In addition, we have two plans under which outstanding options to purchase common stock, shares of restricted stock or restricted stock units have been granted to our officers, employees and non-employee


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directors (the 2006 Stock Plan for Directors and the 2012 Incentive Plan). New grants are not permitted under either of these plans.

Outstanding options, all of which were issued under the 2012 Plan, are exercisable at the market price on the date of grant, expire ten years from the date of grant, and are fully vested.

Stock Options

The following is a summary of stock option activity in 2025:


	Shares (000’s)	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Intrinsic Value ($000’s)
Outstanding as of December 31, 2024	2,631	$	63.89

Options exercised	(1,750)	63.35			$	14,043

Options expired	(398)	65.94
Outstanding as of December 31, 2025	483	64.17		0.9	$	6,380
Exercisable as of December 31, 2025	483	64.17		0.9	$	6,380

Compensation costs for all share-based awards are based on the grant date fair value and are recognized on a straight-line basis over the requisite service periods, with charges primarily recorded in General, administrative and professional fees in our Consolidated Statements of Income. As of December 31, 2025, 2024 and 2023, there was no unrecognized compensation expense relating to stock options.

Aggregate proceeds received from options exercised under the Plans for the years ended December 31, 2025, 2024 and 2023 were $110.9 million, $26.1 million and $1.7 million, respectively. The total intrinsic value at exercise of options exercised during the year ended December 31, 2025 was $14.0 million. The total intrinsic value at exercise of options exercised during the year ended December 31, 2024 was $1.2 million. The total intrinsic value at exercise of options exercised during the year ended December 31, 2023 was immaterial. There was no deferred income tax benefit for stock options exercised.

Restricted Stock and Restricted Stock Units

We recognize the fair value of shares of restricted stock and restricted stock units (including service-based and performance-based awards) on the grant date of the award as stock-based compensation expense over the requisite service period, with charges primarily to General, administrative and professional fees of $38.7 million, $30.9 million and $30.4 million in 2025, 2024 and 2023, respectively, in our Consolidated Statements of Income. Service-based restricted stock and restricted stock unit awards granted to employees generally vest over a three-year period, while service-based restricted stock unit awards granted to non-employee directors typically vest approximately one year from the date of grant. Performance-based stock units granted to our executive officers, which include market and performance components, may be earned and vest, if at all, at the end of the three-year performance period based on the achievement of such components. If provided in the applicable Plan or award agreement, the vesting of awards may accelerate upon a change of control (as defined in the applicable Plan) of Ventas and other specified events. In addition to customary change in control vesting provisions, awards generally vest on retirement provided certain conditions are met. Employees are typically not retirement eligible until age 65, or in the case of executive officers, until their age plus years of service equals 75, with a minimum age of 62; the retirement age for non-employee directors is 75.


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The fair market value of service-based restricted stock units is determined based on the closing market price of the Company’s shares on the grant date and is expensed over the period of three to four years. In calculating the grant date fair value of performance-based stock units, we use a Monte Carlo simulation to calculate the grant date fair value of the total shareholder return (“TSR”)-driven components and the closing price on the date of grant, assuming performance at target—which was the probable outcome at the grant date—for other performance components. The Monte Carlo simulation “probability weights” potential outcomes of the relative TSR measures of each performance-based stock unit as of the grant date, based on, among other things, assumptions related to volatility, correlation and interest rates, which can fluctuate significantly year-over-year. The following assumptions were used in the Monte Carlo valuation for the TSR-driven components for performance-based stock units granted during the years ended December 31, 2025, 2024 and 2023, respectively: (i) expected term of three years for each of the years (equal to the remaining performance period at the grant date), (ii) historical volatility of 42.2%, 42.0%, and 41.3% and, (iii) risk-free rate of 4.29%, 4.09%, and 3.84%. The total grant date fair value of service-based restricted stock units and performance-based stock units granted during the years ended December 31, 2025, 2024 and 2023 was $49.2 million, $35.6 million, and $30.1 million, respectively.

The following is a summary of the status of our non-vested restricted stock and restricted stock units (including service-based and performance-based awards) as of December 31, 2025, and changes during the year ended December 31, 2025:


	Restricted Stock (000’s)	Weighted Average Grant Date Fair Value		Restricted Stock Units (000’s)	Weighted Average Grant Date Fair Value
Non-vested at December 31, 2024	51	$	49.88	1,301	$	52.39
Granted	—	—		796	62.28
Vested	(51)	49.88		(649)	54.87
Forfeited	—	—		(61)	51.67
Non-vested at December 31, 2025	—	—		1,387	56.90

As of December 31, 2025, we had $22.7 million of unrecognized compensation cost related to non-vested restricted stock units under the Plans. We expect to recognize that cost over a weighted average period of 1.69 years. The total fair value at the vesting date for restricted stock and restricted stock units that vested during the years ended December 31, 2025, 2024 and 2023 was $38.8 million, $32.7 million and $25.0 million, respectively.

Employee and Director Stock Purchase Plan

We have in effect an Employee and Director Stock Purchase Plan (“ESPP”) under which our employees and directors may purchase shares of our common stock at a discount. Pursuant to the terms of the ESPP, on each purchase date, participants may purchase shares of common stock at a price not less than 90% of the market price on that date (with respect to the employee tax-qualified portion of the plan) and not less than 95% of the market price on that date (with respect to the additional employee and director taxable portion of the plan). We initially reserved 3.0 million shares for issuance under the ESPP. As of December 31, 2025, 0.2 million shares had been purchased under the ESPP and 2.8 million shares were available for future issuance.

Employee Benefit Plan


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We maintain a 401(k) plan that allows eligible employees to defer compensation subject to certain limitations imposed by the Code. In 2025, we made contributions for each qualifying employee of up to 4.0% of his or her salary, subject to certain limitations. During 2025, 2024 and 2023, our aggregate contributions were approximately $2.4 million, $2.1 million and $2.0 million, respectively.

NOTE 13 – INCOME TAXES

We have elected to be taxed as a REIT under the applicable provisions of the Code for every year beginning with the year ended December 31, 1999. We have also elected for certain of our subsidiaries to be treated as TRS entities, which are subject to federal, state and foreign income taxes. All entities other than the TRS entities are collectively referred to as the “REIT” within this note. Certain REIT entities are subject to foreign income tax.

Although we intend to continue to operate in a manner that will enable us to qualify as a REIT, such qualification depends upon our ability to meet, on a continuing basis, various distribution, stock ownership and other tests. Our tax treatment of distributions per common share was as follows:


	For the Years Ended December 31,
	2025		2024		2023
Tax treatment of distributions:
Ordinary income	$	—	$	—	$	—
Qualified ordinary income	0.11407		—		0.04468
199A qualified business income	1.69367		1.09580		1.49465
Long-term capital gain	—		—		0.09136

Non-dividend distribution	0.08226		0.70420		0.16931
Distribution reported for 1099-DIV purposes	1.89000		1.80000		1.80000
Add: Dividend declared in current year and taxable in following year	0.48000		0.45000		0.45000
Less: Dividend declared in prior year and taxable in current year	(0.45000)		(0.45000)		(0.45000)
Distribution declared per common share outstanding	$	1.92000	$	1.80000	$	1.80000

We believe we have met the annual REIT distribution requirement by payment of at least 90% of our estimated taxable income for 2025, 2024 and 2023. Our consolidated benefit for income taxes was as follows (dollars in thousands):


	For the Years Ended December 31,
	2025		2024		2023
Current - Federal	$	366	$	324	$	534
Current - State	6,993		2,630		2,564
Deferred - Federal	(39,355)		(30,436)		(6,135)
Deferred - State	(397)		28		230
Current - Foreign	2,658		2,646		2,587
Deferred - Foreign	15,585		(12,967)		(9,319)
Total	$	(14,150)	$	(37,775)	$	(9,539)

The 2025 income tax benefit is primarily due to losses in certain of our TRS entities and a $15.0 million net change in valuation allowances. The 2024 income tax benefit is primarily due to losses in certain of our TRS entities and a $28.6 million change in valuation allowance due to purchase accounting activities. The 2023


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income tax benefit is primarily due to losses in certain of our TRS entities and a $3.2 million benefit from internal restructurings of U.S. TRS entities.

Although the TRS entities and certain other foreign entities have paid minimal cash federal, state and foreign income taxes for the year ended December 31, 2025, their income tax liabilities may increase in future years as we exhaust net operating loss (“NOL”) carryforwards and as our operations grow. Such increases could be significant.

For the year ended December 31, 2025, we have elected to prospectively adopt the guidance in ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Taxes Disclosures, or ASU 2023-09. The following table is a reconciliation of the U.S. federal statutory rate of 21% to the Company’s effective rate for the year ended December 31, 2025 in accordance with the guidance in ASU No. 2023-09 (dollars in thousands):


	For the Year Ended December 31,
	2025
	$		%
Income from continuing operations before unconsolidated entities, noncontrolling interest and income taxes	$	204,321

US Federal Income Tax	42,907		21.0

Nontaxable and nondeductible items
Nontaxable REIT Income	(58,407)		(28.6)
Prior year reconciliation	(3,550)		(1.7)
Other	(1,094)		(0.5)

Change in valuation allowance	(15,700)		(7.7)

Domestic state and local income taxes, net of federal effect	438		0.2

Foreign tax effects
Canada
Statutory income tax rate differential	1,325		0.6
Provincial income taxes	6,565		3.2
Change in valuation allowance	12,693		6.2
Other	(561)		(0.3)

United Kingdom
Statutory income tax rate differential	(566)		(0.3)
Non-deductible depreciation, interest and other	1,658		0.8
Other	142		0.1
Income tax benefit	$	(14,150)	(7.0)	%

The following table is a reconciliation of the U.S. federal statutory rate of 21% to the Company’s effective rate for years ended December 31, 2024 and 2023 in accordance with the guidance prior to the adoption of ASU No. 2023-09 (dollars in thousands):


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	For the Years Ended December 31,
	2024		2023
Tax at statutory rate on earnings from continuing operations before unconsolidated entities, noncontrolling interest and income taxes	$	(1,679)	$	(24,272)
State income taxes, net of federal benefit	2,641		(839)
Change in valuation allowance	(10,593)		20,330
Tax at statutory rate on earnings not subject to federal income taxes	(18,773)		(7,809)
Foreign rate differential and foreign taxes	1,813		43
Change in tax status of TRS	—		9,171
Other differences	(11,184)		(6,163)
Income tax benefit	$	(37,775)	$	(9,539)

The majority (greater than 50%) of the effect of the state and local income tax category was attributable to Texas, California, and Illinois.

The amounts of cash taxes paid by Ventas Inc, are as follows (dollars in thousands):


	For the Years Ended December 31,
	2025		2024
US Federal	$	250	$	(49)
US State and Local
Texas	1,750		1,560
California	850		—
Illinois	650		—
Oregon	384		435
Philadelphia, PA	—		700
Other	1,441		393
	5,075		3,088
Foreign
United Kingdom	1,985		—
Other	4		1
	1,989		1
Total income taxes paid, net of amounts refunded	$	7,314	$	3,040

Each TRS is a tax-paying component for purposes of classifying deferred tax assets and liabilities. The tax effects of temporary differences and carryforwards included in the net deferred tax liabilities are summarized as follows (dollars in thousands):


	As of December 31,
	2025		2024		2023
Property, primarily differences in depreciation and amortization, the tax basis of land assets and the treatment of interests and certain costs	$	(65,936)	$	(73,214)	$	(26,071)
Operating loss and interest deduction carryforwards	219,489		236,424		233,847
Expense accruals and other	66,769		56,546		26,700
Valuation allowance	(240,935)		(225,975)		(257,222)
Net deferred tax liabilities	$	(20,613)	$	(6,219)	$	(22,746)

Our net deferred tax liability increased $14.4 million during 2025 primarily due to the utilization of NOLs by our TRS entities. Our net deferred tax liability decreased $16.5 million during 2024 primarily due to the


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impact of operating losses at certain TRS entities and an increase in deferred tax assets of $18.0 million due to tax law changes in Canada regarding the deductibility of interest and financing expenses. Our net deferred tax liability decreased $1.7 million during 2023 primarily due to the impact of operating losses at certain TRS entities and the reversal of $3.2 million of net deferred tax liabilities from an internal restructuring of TRS entities, partially offset by an increase of $12.4 million in connection with our equitization of the Santerre Mezzanine Loan on May 1, 2023.

Due to uncertainty regarding the realization of certain deferred tax assets, we have established valuation allowances, primarily in connection with the NOL carryforwards related to certain TRSs. The amounts related to NOLs at the TRS entities for 2025, 2024 and 2023 are $162.5 million, $180.8 million and $179.0 million, respectively.

We are subject to corporate-level taxes (“built-in gains tax”) for any asset dispositions during the five-year period immediately after the assets were owned by a C corporation (either prior to our REIT election, through stock acquisition or merger). The amount of income potentially subject to built-in gains tax is generally equal to the lesser of the excess of the fair value of the asset over its adjusted tax basis as of the date it became a REIT asset or the actual amount of gain. Some, but not all, future gains could be offset by available NOL carryforwards.

At December 31, 2025, 2024 and 2023, the REIT had NOL carryforwards of $1.0 billion, $1.0 billion and $1.1 billion, respectively. Additionally, the REIT has $10.8 million of federal income tax credits that were carried over from acquisitions at December 31, 2025, 2024 and 2023. These amounts can be used to offset future taxable income (or taxable income for prior years if an audit determines that tax is owed), if any. The REIT will be entitled to utilize NOLs and tax credit carryforwards only to the extent that REIT taxable income exceeds our deduction for dividends paid. Certain NOL and credit carryforwards are limited as to their utilization by Section 382 of the Code. The remaining REIT carryforwards began to expire in 2023.

For the years ended December 31, 2025 and 2024, the net difference between tax bases and the reported amount of REIT assets and liabilities for federal income tax purposes was approximately $1.4 billion and $1.8 billion, respectively, less than the book bases of those assets and liabilities for financial reporting purposes.

Generally, we are subject to audit under the statute of limitations by the Internal Revenue Service (“IRS”) for the year ended December 31, 2022, and subsequent years and are subject to audit by state taxing authorities for the year ended December 31, 2021 and subsequent years. We are subject to audit generally under the statutes of limitation by the Canada Revenue Agency and provincial authorities with respect to the Canadian entities for the year ended December 31, 2021 and subsequent years. We are subject to audit in the United Kingdom generally for the periods ended in and subsequent to 2024.

The following table summarizes the activity related to our unrecognized tax benefits (dollars in thousands):


	2025		2024
Balance as of January 1	$	3,963	$	5,205

Additions to tax positions related to prior years	115		—
Subtractions to tax positions related to prior years	—		(1,242)


Balance as of December 31	$	4,078	$	3,963

If recognized, these unrecognized tax benefits of $4.1 million and $4.0 million at December 31, 2025 and 2024, respectively, would reduce our annual effective tax rate. We accrued no interest or penalties related


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to the unrecognized tax benefits during 2025. We do not expect our unrecognized tax benefits to increase or decrease materially in 2026.

As a part of the transfer pricing structure in the normal course of business, the REIT enters into transactions with certain TRSs, such as leasing and sub-management transactions, other capital financing and allocation of general and administrative costs, which transactions are intended to comply with the IRS and foreign tax authority transfer pricing rules.

NOTE 14 – COMMITMENTS AND CONTINGENCIES

From time to time, we are party to various lawsuits, investigations, claims and other legal and regulatory proceedings arising in connection with our business. In certain circumstances, regardless of whether we are a named party in a lawsuit, investigation, claim or other legal or regulatory proceeding, we may be contractually obligated to indemnify, defend and hold harmless our managers, tenants and borrowers or other third parties against, or may otherwise be responsible for, such actions, proceedings or claims. These claims may include, among other things, professional liability and general liability claims, commercial liability claims, unfair business practices claims and employment claims, as well as regulatory proceedings and government investigations, including proceedings related to our senior housing operating portfolio, where we are typically the holder of the applicable healthcare license. These claims may not be fully insured and some may allege large damage amounts.

It is the opinion of management, that the disposition of any such lawsuits, investigations, claims and other legal and regulatory proceedings that are currently pending will not, individually or in the aggregate, have a material adverse effect on us. However, regardless of the merits of a particular action, investigation or claim, we may be forced to expend significant financial resources to defend and resolve these matters. We are unable to predict the ultimate outcome of these lawsuits, investigations, claims and other legal and regulatory proceedings, and, if management’s assessment of our liability with respect thereto is incorrect, such actions, investigations and claims could have a material adverse effect on us.

From time to time, on behalf of ourselves or on behalf of our unconsolidated entities, we have agreed, and may in the future agree, to provide guarantees, indemnities or other similar contingent obligations to third parties. Such agreements may include, without limitation: (i) guarantees of all or a portion of the principal, interest and other amounts due under mortgage debt or other borrowings; (ii) customary nonrecourse carve-out guarantees provided in connection with mortgage or other borrowings; (iii) customary indemnifications of lenders for potential environmental liabilities; (iv) completion guarantees provided to lenders, tenants, ground lessors or other third parties for the completion of development and redevelopment projects; (v) guarantees of payment of contingent tax obligations to tax credit investors who have purchased historic, new market and other tax credits from us or our unconsolidated entities; (vi) guarantees of ground rent and other payment of ground rent and other obligations to ground lessors; and (vii) indemnities and other guarantees required in connection with the procurement of performance and surety bonds and standby letters of credit.

As of December 31, 2025 and 2024, no triggering events relating to our guarantees, indemnities or similar contingent obligations have occurred. Accordingly, no contingent liability is recorded in our Consolidated Balance Sheets.

Operating Leases

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


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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 7.41% and 32.7 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.

Our lease expense primarily consists of ground leases, which is included in Interest expense in our Consolidated Statements of Income. For the years ended December 31, 2025, 2024 and 2023, we recognized $32.2 million, $33.7 million and $37.0 million of expense relating to our leases, respectively. For the years ended December 31, 2025, 2024 and 2023, cash paid for leases was $23.9 million, $24.8 million and $29.8 million, respectively, as reported within operating cash outflows in our Consolidated Statements of Cash Flows.

The following table summarizes future minimum lease obligations under non-cancelable ground and other operating leases as of December 31, 2025 (dollars in thousands):


2026	$	21,900
2027	21,339
2028	20,078
2029	19,174
2030	16,398
Thereafter	575,936
Total undiscounted minimum lease payments	674,825
Less: imputed interest	(466,223)
Operating lease liabilities	$	208,602


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NOTE 15 – EARNINGS PER SHARE

The following table shows the amounts used in computing our basic and diluted earnings per share (in thousands, except per share amounts):


	For the Years Ended December 31,
	2025		2024		2023
Numerator for basic and diluted earnings per share:
Net income (loss)	$	261,518	$	88,351	$	(30,297)
Net income attributable to noncontrolling interests	10,137		7,198		10,676
Net income (loss) attributable to common stockholders	$	251,381	$	81,153	$	(40,973)
Denominator:
Denominator for basic earnings per share—weighted average shares	455,082		411,770		401,809
Effect of dilutive securities:
Restricted stock awards	607		397		389
OP unitholder interests	3,382		3,422		3,472
Exchangeable Notes	2,998		744		—
Equity forward sales agreements	546		33		—
Denominator for diluted earnings per share—adjusted weighted average shares	462,615		416,366		405,670
Basic earnings per share:
Net income (loss)	$	0.57	$	0.21	$	(0.08)
Net income (loss) attributable to common stockholders	0.55		0.20		(0.10)
Diluted earnings per share:
Net income (loss)	$	0.57	$	0.21	$	(0.08)
Net income (loss) attributable to common stockholders	0.54		0.19		(0.10)

There were 0.2 million, 2.9 million and 3.5 million anti-dilutive options outstanding for the years ended December 31, 2025, 2024 and 2023, respectively.

The dilutive effect of our Exchangeable Notes is calculated using the if-converted method in accordance with ASU 2020-06. We are required, pursuant to the indenture governing the Exchangeable Notes, to settle the aggregate principal amount of the Exchangeable Notes in cash and may elect to settle any remaining exchange obligation (i.e., the stock price in excess of the exchange obligation) in cash, shares of our common stock, or a combination thereof. Under the if-converted method, we include the number of shares required to satisfy the exchange obligation, assuming all the Exchangeable Notes are exchanged. The average closing price of our common stock for the years ended December 31, 2025 and 2024 are used as the basis for determining the dilutive effect on earnings per share. The Exchangeable Notes were not included in the computation of diluted earnings per share for the year ended December 31, 2023 as they were antidilutive.

Our unsettled equity forward sales agreements do not impact basic earnings per share. We apply the treasury stock method to our unsettled equity forward sales agreements to determine their dilutive effect, if any. See “Note 16 – Permanent and Temporary Equity.”


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NOTE 16 – PERMANENT AND TEMPORARY EQUITY

Capital Stock

We have established an at-the-market offering program that provides for the sale, from time to time, of shares of our common stock, including through forward sales agreements, as described in more detail below (the "ATM Program"). In September 2024, we 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 under the ATM Program. In June 2025, we amended the ATM Sales Agreement such that the aggregate gross sales price of common stock available for issuance under the ATM 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 of common stock was $350.3 million.

During the year ended December 31, 2025, we entered into equity forward sales agreements under the ATM Program for 46.2 million shares of our common stock for gross proceeds of $3.2 billion, representing an average price of $69.51 per share. During the year ended December 31, 2025, we settled 35.7 million shares of common stock under outstanding equity forward sales agreements entered into under the ATM Program for net cash proceeds of $2.3 billion.

As of December 31, 2025, we maintained unsettled equity forward sales agreements for 13.9 million shares of common stock, or approximately $1.1 billion in gross proceeds with varying maturities through July 2027.

During the year ended December 31, 2024, we issued 37.3 million shares of our common stock for gross proceeds of $2.2 billion, representing an average price of $58.38 per share. During the year ended December 31, 2023, we issued 2.3 million shares of our common stock for gross proceeds of $110.4 million, representing an average price of $47.89 per share.

In January 2026, we entered into equity forward sales agreements under the ATM Program for 1.5 million shares of common stock or approximately $111.7 million in gross proceeds which remain unsettled with maturity in July 2027. As of January 31, 2026, the remaining amount available under the ATM Program for future sales of common stock was $238.5 million.

Equity Forward Sales Agreements

From time to time, including under our ATM Program, we may enter into equity forward sales agreements. An equity forward sales agreement enables us to secure a share price on the sale of shares of our common stock at or shortly after the time the forward sales agreement becomes effective, while postponing the receipt of proceeds from the sale of shares until a future date. Equity forward sales agreements generally have a maturity of one to two years. At any time during the term of an equity forward sales agreement, we may settle that equity forward sales agreement by delivery of physical shares of our common stock to the forward purchaser or, at our election, subject to certain exceptions, we may settle in cash or by net share settlement. The forward sales price we expect to receive upon settlement of outstanding equity forward sales agreements will be the initial forward price, net of commissions, established on or shortly after the effective date of the relevant equity forward sales agreement, subject to adjustments for accrued interest, the forward purchasers’ stock borrowing costs in excess of a certain threshold specified in the equity forward sales agreement and certain fixed price reductions for expected dividends on our common stock during the term of the equity forward sales agreement. Our unsettled equity forward sales agreements are accounted for as equity instruments. Refer to “Note 15 - Earnings Per Share.”


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Common Stock

In May 2025, our stockholders approved the increase of authorized common stock from 600 million shares to 1.2 billion shares.

Excess Share Provision

Our Amended and Restated Certificate of Incorporation (our “Charter”) contains restrictions on the ownership and transfer of our common and preferred stock to enable us to preserve our REIT status. Our Charter provides certain specified remedies if a transfer would violate one of the ownership limitations. In particular, if a person acquires beneficial or constructive ownership of more than the ownership limit (currently, 9.0%, in number or value, of our outstanding common stock or 9.9%, in number or value, of our outstanding preferred stock), or in violation of certain other limitations set forth in our Charter, then the shares that are beneficially or constructively owned in excess of the relevant limitation are considered to be “excess shares.” Excess shares are automatically deemed transferred to a trust for the benefit of a charitable institution or other qualifying organization selected by our Board of Directors. The trust is entitled to all dividends with respect to the excess shares, and the trustee may exercise all voting power over the excess shares.

We have the right to purchase the excess shares for a purchase price equal to the lesser of the price per share in the transaction that created the excess shares or the market price on the date we buy the shares, and we may defer payment of the purchase price for up to five years (and we are not obligated to pay interest on such deferred payment). If we do not purchase the excess shares, the trustee of the trust is required to transfer the excess shares at the direction of our Board of Directors. The owner of the excess shares is entitled to receive the lesser of the proceeds from the sale of the excess shares or the original purchase price for such excess shares, and any additional amounts are payable to the beneficiary of the trust. As of December 31, 2025, there were no shares in the trust. Our Charter also provides that a transfer of shares of common or preferred stock that would otherwise result in ownership, under the applicable attribution rules of the Code, of shares in excess of the ownership limit, would cause our shares to be beneficially owned by fewer than 100 persons, or would result in our being “closely held” (within the meaning of Section 856(h) of the Code), will be void ab initio and the purported transferee will acquire no rights in such shares.

Our Board of Directors is empowered to grant waivers from the excess share provisions of our Charter under certain circumstances.

Accumulated Other Comprehensive Loss

The following is a summary of our Accumulated other comprehensive loss (dollars in thousands):


	As of December 31,
	2025		2024
Foreign currency translation loss	$	(33,081)	$	(34,341)
Unrealized loss on available for sale securities	(1,298)		(2,118)
Unrealized (loss) gain on derivative instruments	(5,472)		2,933
Total Accumulated other comprehensive loss	$	(39,851)	$	(33,526)


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Redeemable OP Unitholder and Noncontrolling Interests

The following is a roll-forward of our Redeemable OP unitholder and noncontrolling interests (dollars in thousands):


	Redeemable OP Unitholder Interests		Redeemable Noncontrolling Interests		Total Redeemable OP Unitholder and Noncontrolling Interests
Balance as of December 31, 2024	$	200,420	$	109,809	$	310,229

Change in fair value	66,975		4,673		71,648

Distributions and other	(6,412)		—		(6,412)
Redemptions	(311)		—		(311)
Balance as of December 31, 2025	$	260,672	$	114,482	$	375,154

NOTE 17 – RELATED PARTY TRANSACTIONS

Atria

We hold a 34% ownership interest in Atria, which entitles us to customary minority rights and protections, including the right to appoint two members to the Atria Board of Directors.

Atria provides comprehensive property management and accounting services with respect to our senior housing communities that Atria operates, for which we pay annual management fees pursuant to long-term management agreements. For the years ended December 31, 2025, 2024 and 2023, we incurred fees to Atria of $65.3 million, $62.9 million and $63.4 million, respectively, which are recorded within property-level operating expenses in our Consolidated Statements of Income. For the year ended December 31, 2025, 2024 and 2023, we incurred fees to Atria of zero, $0.1 million and $1.5 million, respectively, primarily in connection with the transition of senior housing communities operated by Atria, which are recorded within Transaction, transition and restructuring costs in our Consolidated Statements of Income.

Ardent

As of December 31, 2025, we leased 11 hospitals to Ardent pursuant to a single, triple-net master lease agreement. For the years ended December 31, 2025, 2024 and 2023, we recognized rental income from Ardent of $140.6 million, $137.1 million and $133.7 million, respectively. As of December 31, 2025, we also leased 19 outpatient medical buildings to Ardent under separate leases included in our OM&R segment. For the years ended December 31, 2025, 2024 and 2023, we recognized rental income from Ardent of $13.5 million, $13.5 million and $13.4 million, respectively.


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PMBRES

We hold a 50% ownership interest in PMB Real Estate Services LLC (“PMBRES”), which entitles us to customary rights and protections, including the right to appoint two members to the PMBRES Board of Directors.

PMBRES provides outpatient medical building management, leasing, marketing, facility development and advisory services to highly rated hospitals and other healthcare facilities throughout the United States, for which we pay management fees and leasing commissions pursuant to long-term management agreements. For the years ended December 31, 2025, 2024 and 2023, we incurred fees to PMBRES of $7.3 million, $11.2 million and $10.9 million, respectively. Management fees are recorded within property-level operating expenses in our Consolidated Statements of Income. Leasing commissions are accounted for as initial direct costs and recorded within Other assets on our Consolidated Balance Sheets and amortized over the life of the related lease.

NOTE 18 – SEGMENT INFORMATION

As of December 31, 2025, 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 in our NNN segment 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. Total assets by reportable segment is not disclosed as the CODM does not review such information to evaluate business performance and allocate resources.

Our CODM is the Chief Executive Officer of the Company. Our CODM evaluates performance of the combined properties in each operating segment and determines how to allocate resources to these segments, based on NOI for each segment. Our CODM uses NOI to assess the performance of each segment and to allocate resources (including employees and financial or capital resources) primarily during the quarterly or annual business review and annual budget and forecasting process. We define NOI as total revenues, less interest and other income, property-level operating expenses and third-party capital management expenses.

Interest expense, depreciation and amortization, general, administrative and professional fees, income tax expense and other non-property-specific revenues and expenses are not allocated to individual reportable segments for purposes of assessing segment performance. There are no intersegment sales or transfers.


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Summary information by reportable segment is as follows (dollars in thousands):


	For the Year Ended December 31, 2025
	SHOP		OM&R		NNN		Non-Segment		Total
Revenues:
Rental income	$	—	$	895,089	$	601,578	$	—	$	1,496,667
Resident fees and services	4,276,163		—		—		—		4,276,163
Third-party capital management revenues	—		2,813		—		14,734		17,547
Income from loans and investments	—		—		—		22,593		22,593
Interest and other income	—		—		—		21,010		21,010
Total revenues	$	4,276,163	$	897,902	$	601,578	$	58,337	$	5,833,980

Total revenues	$	4,276,163	$	897,902	$	601,578	$	58,337	$	5,833,980
Less:
Interest and other income	—		—		—		21,010		21,010
Labor (1)	1,740,819		—		—		—		1,740,819
Management fees	224,473		—		—		—		224,473
Other segment expenses (2)	1,126,807		307,733		13,505		—		1,448,045
Property-level operating expenses	3,092,099		307,733		13,505		—		3,413,337
Third-party capital management expenses	—		—		—		6,579		6,579
NOI	$	1,184,064	$	590,169	$	588,073	$	30,748	2,393,054
Interest and other income									21,010
Interest expense									(612,246)
Depreciation and amortization									(1,379,140)
General, administrative and professional fees									(177,400)
Loss on extinguishment of debt, net									(172)
Transaction, transition and restructuring costs									(10,073)



Other expense									(30,712)
Income from unconsolidated entities									4,468
Gain on real estate dispositions									38,579
Income tax benefit									14,150

Net income									261,518
Net income attributable to noncontrolling interests									10,137
Net income attributable to common stockholders									$	251,381

(1) Labor expense primarily includes salaries, benefits and related taxes.

(2) Other segment expenses include:

SHOP — food, utilities, real estate taxes, insurance, repairs and maintenance, marketing, supplies and other expenses.
OM&R — utilities, real estate taxes, insurance, repairs and maintenance, cleaning, roads and grounds expense and other expenses.
NNN — real estate taxes and insurance.

The CODM does not regularly receive significant expense details for the OM&R or the NNN segments and focused on monitoring revenues and NOI because a significant majority or all of the property-level operating expenses are recovered from the tenants.


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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


	For the Year Ended December 31, 2024
	SHOP		OM&R		NNN		Non-Segment		Total
Revenues:
Rental income	$	—	$	874,886	$	622,054	$	—	$	1,496,940
Resident fees and services	3,372,796		—		—		—		3,372,796
Third-party capital management revenues	—		2,705		—		14,654		17,359
Income from loans and investments	—		—		—		9,057		9,057
Interest and other income	—		—		—		28,114		28,114
Total revenues	$	3,372,796	$	877,591	$	622,054	$	51,825	$	4,924,266

Total revenues	$	3,372,796	$	877,591	$	622,054	$	51,825	$	4,924,266
Less:
Interest and other income	—		—		—		28,114		28,114
Labor (1)	1,418,320		—		—		—		1,418,320
Management fees	174,491		—		—		—		174,491
Other segment expenses (2)	913,602		298,320		15,829		—		1,227,751
Property-level operating expenses	2,506,413		298,320		15,829		—		2,820,562
Third-party capital management expenses	—		—		—		6,507		6,507
NOI	$	866,383	$	579,271	$	606,225	$	17,204	2,069,083
Interest and other income									28,114
Interest expense									(602,835)
Depreciation and amortization									(1,253,143)
General, administrative and professional fees									(162,990)
Loss on extinguishment of debt, net									(687)
Transaction, transition and restructuring costs									(20,369)
Reversal of allowance on loans receivable and investments, net									166

Shareholder relations matters									(15,751)
Other expense									(49,584)
Income from unconsolidated entities									1,563
Gain on real estate dispositions									57,009
Income tax benefit									37,775

Net income									88,351
Net income attributable to noncontrolling interests									7,198
Net income attributable to common stockholders									$	81,153

(1) Labor expense primarily includes salaries, benefits and related taxes.

(2) Other segment expenses include:

SHOP — food, utilities, real estate taxes, insurance, repairs and maintenance, marketing, supplies and other expenses.
OM&R — utilities, real estate taxes, insurance, repairs and maintenance, cleaning, roads and grounds expense and other expenses.
NNN — real estate taxes and insurance.


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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


	For the Year Ended December 31, 2023
	SHOP		OM&R		NNN		Non-Segment		Total
Revenues:
Rental income	$	—	$	867,193	$	619,208	$	—	$	1,486,401
Resident fees and services	2,959,219		—		—		—		2,959,219
Third-party capital management revenues	—		2,515		—		15,326		17,841
Income from loans and investments	—		—		—		22,952		22,952
Interest and other income	—		—		—		11,414		11,414
Total revenues	$	2,959,219	$	869,708	$	619,208	$	49,692	$	4,497,827

Total revenues	$	2,959,219	$	869,708	$	619,208	$	49,692	$	4,497,827
Less:
Interest and other income	—		—		—		11,414		11,414
Labor (1)	1,279,296		—		—		—		1,279,296
Management fees	146,162		—		—		—		146,162
Other segment expenses (2)	822,354		292,776		14,557		—		1,129,687
Property-level operating expenses	2,247,812		292,776		14,557		—		2,555,145
Third-party capital management expenses	—		—		—		6,101		6,101
NOI	$	711,407	$	576,932	$	604,651	$	32,177	1,925,167
Interest and other income									11,414
Interest expense									(574,112)
Depreciation and amortization									(1,392,461)
General, administrative and professional fees									(148,876)
Gain on extinguishment of debt, net									6,104
Transaction, transition and restructuring costs									(15,215)
Reversal of allowance on loans receivable and investments, net									20,270
Gain on foreclosure of real estate									29,127

Other income									23,001
Income from unconsolidated entities									13,626
Gain on real estate dispositions									62,119
Income tax benefit									9,539

Net loss									(30,297)
Net income attributable to noncontrolling interests									10,676
Net loss attributable to common stockholders									$	(40,973)


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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Labor expense primarily includes salaries, benefits and related taxes.

(2) Other segment expenses include:

SHOP — food, utilities, real estate taxes, insurance, repairs and maintenance, marketing, supplies and other expenses.
OM&R — utilities, real estate taxes, insurance, repairs and maintenance, cleaning, roads and grounds expense and other expenses.
NNN — real estate taxes and insurance.

Capital expenditures, including investments in real estate property and development project expenditures, by reportable segment are as follows (dollars in thousands):


	For the Years Ended December 31,
Capital Expenditures:	2025		2024		2023
SHOP	$	2,642,415	$	2,061,741	$	409,105
OM&R	269,580		273,615		231,855
NNN	16,074		194,447		8,511
Total capital expenditures	$	2,928,069	$	2,529,803	$	649,471

Our portfolio of properties and loans and other investments are located in the United States, Canada and the United Kingdom. Revenues are attributed to an individual country based on the location of each property. Geographic information regarding our operations is as follows (dollars in thousands):


	As of December 31,
Net Real Estate Property:	2025		2024
United States	$	21,138,000	$	19,690,838
Canada	2,783,873		2,719,078
United Kingdom	205,060		190,629
Total net real estate property	$	24,126,933	$	22,600,545


	For the Years Ended December 31,
Revenues:	2025		2024		2023
United States	$	5,209,830	$	4,366,953	$	4,004,173
Canada	552,924		526,575		464,772
United Kingdom	71,226		30,738		28,882
Total revenues	$	5,833,980	$	4,924,266	$	4,497,827


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VENTAS, INC.

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

(Dollars in thousands)


	For the Years Ended December 31,
	2025		2024		2023
Reconciliation of real estate:
Carrying cost:
Balance at beginning of period	$	31,830,011	$	30,165,798	$	28,768,409
Additions during period:
Acquisitions	2,164,013		1,817,275		1,437,729
Capital expenditures	613,933		560,006		645,596
Deductions during period:
Foreign currency translation	181,083		(287,505)		90,105
Other (1)	(594,892)		(425,563)		(776,041)
Balance at end of period	$	34,194,148	$	31,830,011	$	30,165,798

Accumulated depreciation:
Balance at beginning of period	$	9,839,538	$	9,016,173	$	8,231,160
Additions during period:
Depreciation expense	1,102,196		1,015,531		937,767
Dispositions:
Sales and/or transfers to assets held for sale	(280,550)		(115,981)		(190,666)
Foreign currency translation	38,937		(76,185)		37,912
Balance at end of period	$	10,700,121	$	9,839,538	$	9,016,173

(1)Other may include sales, transfers to assets held for sale and impairments.


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VENTAS, INC.

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2025

(Dollars in thousands**)**


						Initial Cost to Company						Gross Amount Carried at Close of Period
		Description	Count	Encumbrances		Land and Improvements		Buildings and Improvements		Costs Capitalized Subsequent to Acquisition (1)		Land and Improvements		Buildings and Improvements		Total		Accumulated Depreciation		Net Book Value		Year of Construction	Year Acquired	Life on which Depreciation In Income Statement is Computed
UNITED STATES PROPERTIES
	Senior Housing
		Atria Senior Living	165	$	489,318	$	509,942	$	4,599,617	$	827,971	$	544,369	$	5,393,161	$	5,937,530	$	2,214,975	$	3,722,555	1860 - 2013	2007 - 2021	13 - 54 years
		Sunrise Senior Living	85	14,987		209,877		2,328,854		304,152		224,926		2,617,958		2,842,883		1,276,536		1,566,347		1985 - 2009	2007 - 2021	17 - 35 years
		Discovery Senior Living	78	—		168,370		1,584,393		134,766		171,766		1,715,762		1,887,528		574,133		1,313,395		1977 - 2020	2005 - 2024	14 - 47 years
		Brookdale Senior Living	74	15,040		90,749		915,749		102,177		91,901		1,016,774		1,108,675		518,817		589,858		1980 - 2012	2004 - 2021	24 - 35 years
		Sinceri Senior Living	57	—		91,133		811,503		92,546		92,396		902,786		995,182		358,239		636,943		1915 - 2017	2006 - 2024	35 - 35 years
		Priority Life Care Properties	38	—		55,211		524,358		86,470		55,904		610,135		666,039		244,157		421,882		1986 - 2009	2005 - 2021	29 - 51 years
		Grace Management	33	—		110,157		840,124		90,450		113,852		926,880		1,040,732		174,375		866,357		1985 - 2016	2004 - 2024	33 - 39 years
		Koelsch Senior Communities	24	—		46,924		443,453		13,289		47,336		456,330		503,666		94,368		409,297		1972 - 2019	2011 - 2025	35 - 35 years
		Sodalis Senior Living	17	—		21,311		200,533		29,070		21,567		229,346		250,914		112,632		138,282		1992 - 2001	2006 - 2015	35 - 35 years
		Civitas Senior Living	15	—		47,603		577,709		—		47,603		577,709		625,312		14,981		610,331		1999 - 2023	2025 - 2025	35 - 35 years
		Health Dimensions Group	15	—		7,218		49,324		9,996		8,292		58,246		66,538		22,548		43,990		1990 - 2019	2011 - 2019	35 - 35 years
		Meridian Senior Living	14	—		19,090		104,237		8,882		19,091		113,118		132,209		34,127		98,082		1972 - 2012	2011 - 2023	35 - 35 years
		American House	13	—		13,794		191,098		23,554		15,426		213,020		228,447		71,553		156,893		1998 - 2016	2006 - 2025	35 - 35 years
		Sonida Senior Living	12	—		16,140		179,280		42,238		17,062		220,596		237,658		91,556		146,102		1979 - 2006	2005 - 2021	35 - 47 years
		Avamere Family of Companies	11	—		20,407		113,192		13,817		20,654		126,763		147,416		55,621		91,796		1998 - 2014	2011 - 2015	35 - 35 years
		Senior Lifestyle	10	—		50,875		487,273		46,214		53,162		531,200		584,362		92,642		491,720		1982 - 2002	2011 - 2023	33 - 35 years
		Milestone Retirement Communities	10	—		15,710		171,345		24,744		15,823		195,976		211,799		63,110		148,688		1965 - 2011	2012 - 2014	35 - 35 years
		Hawthorn Senior Living	10	—		35,668		220,099		22,967		35,948		242,786		278,734		45,530		233,205		1991 - 2008	2021 - 2021	27 - 50 years
		Other Senior Housing Operators	90	90,459		245,881		2,244,070		64,407		246,055		2,308,302		2,554,357		315,061		2,239,297		1972 - 2022	2004 - 2025	11 - 35 years
		Other Senior Housing	—	—		—		(21)		—		—		(21)		(21)		—		(21)
	Total Senior Housing		771	609,804		1,776,060		16,586,190		1,937,710		1,843,133		18,456,827		20,299,960		6,374,961		13,924,999


Table of Contents


					Initial Cost to Company			Gross Amount Carried at Close of Period
		Description	Count	Encumbrances	Land and Improvements	Buildings and Improvements	Costs Capitalized Subsequent to Acquisition (1)	Land and Improvements	Buildings and Improvements	Total	Accumulated Depreciation	Net Book Value	Year of Construction	Year Acquired	Life on which Depreciation In Income Statement is Computed
	Outpatient Medical Buildings
		Lillibridge	234	23,980	186,388	2,169,506	767,704	193,005	2,930,593	3,123,598	1,352,160	1,771,438	1960 - 2016	2004 - 2023	4 - 39 years
		PMB RES	40	227,324	80,638	1,029,259	165,182	84,013	1,191,067	1,275,079	480,664	794,416	1968 - 2024	2011 - 2023	19 - 35 years
		Ardent Health Services	19	—	5,638	214,808	633	5,638	215,441	221,079	26,522	194,557	1974 - 2011	2018 - 2022	35 - 35 years
		Other Medical Buildings Operators	88	10,377	137,841	1,088,507	78,059	135,566	1,168,840	1,304,408	406,289	898,117	1954 - 2019	2004 - 2023	25 - 35 years
		Other Medical Buildings	—	—	—	—	4,861	2,854	2,007	4,861	2,361	2,500
	Total Outpatient Medical Buildings		381	261,681	410,505	4,502,080	1,016,439	421,076	5,507,948	5,929,025	2,267,996	3,661,028

	Research
		Wexford	26	334,265	69,376	1,403,038	317,521	76,087	1,713,848	1,789,935	431,963	1,357,972	1900 - 2025	2016 - 2022	15 - 60 years
		Other Research Operators	2	—	1,194	76,515	2,676	1,193	79,191	80,385	14,670	65,715	2010 - 2016	2020 - 2020	35 - 35 years
		Other Research		—	—	11,800	68,542	61,226	19,118	80,342	10,639	69,703
	Total Research		28	334,265	70,570	1,491,353	388,739	138,506	1,812,157	1,950,662	457,272	1,493,390

	IRFs & LTACs
		Kindred Healthcare	31	—	83,308	328,393	333	82,305	329,728	412,033	198,852	213,181	1949 - 2008	1998 - 2024	20 - 40 years
		Other IRFs & LTACs	13	—	17,554	195,036	1,088	17,556	196,122	213,678	62,195	151,483	1989 - 2013	2011 - 2023	35 - 36 years
	Total IRFs & LTACs		44	—	100,862	523,429	1,421	99,861	525,850	625,711	261,047	364,664

	Other Healthcare Facilities
		Ardent Health Services	10	—	98,428	1,126,010	78,106	97,416	1,205,128	1,302,544	353,607	948,937	1928 - 2020	2018 - 2022	35 - 35 years

	Skilled Nursing
		Genesis Healthcare	12	—	11,350	164,745	(5,708)	11,350	159,037	170,387	86,632	83,755	1948 - 1995	2004 - 2011	30 - 35 years
		Other Skilled Nursing Operators	14	—	12,862	48,700	1,406	13,043	49,925	62,968	19,091	43,877	1948 - 2000	1998 - 2023	29 - 40 years

	Total Skilled Nursing		26	—	24,212	213,445	(4,302)	24,393	208,962	233,355	105,723	127,632

CANADIAN PROPERTIES
	Senior Housing
		Le Groupe Maurice	37	1,197,162	166,894	2,042,752	(26,675)	161,551	2,021,422	2,182,972	304,189	1,878,783	2000 - 2024	2019 - 2022	40 - 60 years
		Atria Senior Living	29	270,897	75,553	845,363	(66,034)	67,142	787,740	854,882	311,461	543,421	1988 - 2008	2014 - 2014	35 - 35 years
		Sunrise Senior Living	12	—	46,600	418,821	(62,082)	38,964	364,374	403,339	192,820	210,519	2001 - 2007	2007 - 2007	35 - 35 years


Table of Contents


						Initial Cost to Company						Gross Amount Carried at Close of Period
		Description	Count	Encumbrances		Land and Improvements		Buildings and Improvements		Costs Capitalized Subsequent to Acquisition (1)		Land and Improvements		Buildings and Improvements		Total		Accumulated Depreciation		Net Book Value		Year of Construction	Year Acquired	Life on which Depreciation In Income Statement is Computed
		Other Senior Housing Operators	6	—		25,172		146,694		(4,551)		23,173		144,142		167,315		20,782		146,533		2006 - 2019	2021 - 2021	35 - 35 years

	Total Senior Housing		84	1,468,059		314,219		3,453,630		(159,342)		290,830		3,317,678		3,608,508		829,252		2,779,256

UNITED KINGDOM PROPERTIES
	Senior Housing
		Care Concern Group	11	—		40,481		81,719		(6,310)		37,227		78,664		115,890		21,505		94,385		1910 - 2014	2015 - 2017	40 - 40 years

	International Hospital
		Spire Healthcare	3	—		11,903		136,628		(20,039)		10,296		118,196		128,492		28,758		99,734		1980 - 1986	2014 - 2014	50 - 50 years

TOTAL			1,358	$	2,673,809	$	2,847,240	$	28,114,484	$	3,232,422	$	2,962,738	$	31,231,410	$	34,194,148	$	10,700,121	$	23,494,027

(1) Adjustments to basis included provisions for asset impairments, partial dispositions, costs capitalized subsequent to acquisitions and foreign currency translation adjustments.


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VENTAS, INC.

SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE

December 31, 2025

(Dollars in thousands)


Location	Interest Rate	Fixed / Variable	Maturity Date	Periodic Payment Terms	Prior Liens		Face Amount of Mortgages		Carrying Amount of Mortgages (1)		Principal Amount of Loans Subject to Delinquent Principal or Interest
First mortgage relating to two senior housing properties located in:
Texas	Lesser of 9.50% or Term SOFR plus 5.00%	Variable	2/16/2026	Interest only (2)	$	—	$	8,000	$	8,000	$	—
First mortgage relating to two senior housing properties located in:
Tennessee	Greater of 9.00% or Term SOFR plus 4.50%	Variable	4/23/2026	Interest only	—		3,150		3,138		—
First mortgage relating to two senior housing properties located in:
South Carolina	Greater of 9.00% or Term SOFR plus 4.50%	Variable	5/21/2026	Interest only	—		3,150		3,134		—
First mortgage relating to one senior housing property located in:
Washington	Greater of 10.25% or Term SOFR plus 5.75%	Variable	9/20/2027	Interest only (3)	—		109,000		108,345		—
First mortgage relating to one senior housing property located in:
Pennsylvania	Term SOFR plus 3.25%	Variable	11/4/2027	Interest and principal; $20.4M balloon due at maturity	—		20,467		20,467		—
Total					$	—	$	143,767	$	143,084	$	—

(1) For Federal income tax purposes, the aggregate cost of investments in mortgage loans on real estate is the carrying amount, as disclosed in the schedule.

(2) This loan was previously scheduled to mature on June 15, 2025 and was extended to mature on February 16, 2026.

(3) A prepayment premium consisting of accelerated interest charged on the prepaid amount is assessed, as of the date of the prepayment, at the greater of the contract rate and the term SOFR forward curve through September 30, 2026. An exit fee is assessed at 1% of the amount of principal prepaid.


Table of Contents

Reconciliation of Mortgage Loans:


	Year Ended December 31,
	2025		2024		2023
Beginning Balance	$	143,472	$	26,087	$	491,334
Additions:
New loans (1)	—		115,359		—
Construction draws	934		2,100		835
Total additions	934		117,459		835
Deductions:
Principal repayments	(1,730)		(74)		—
Conversions to real property	—		—		(486,082)
Allowance	—		—		20
Amortization of deferred financing costs	408
Total deductions	(1,322)		(74)		(486,062)
Effect of foreign currency translation	—		—		—
Ending Balance	$	143,084	$	143,472	$	26,087

(1) New loans include $7.5 million received as non-cash consideration for properties sold in 2024.


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Previous: Item 7A. Quantitative and Qualitative Disclosures About Market Risk · Next: Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure