filings.toolsItem 1. CONSOLIDATED FINANCIAL STATEMENTS
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Item 1. CONSOLIDATED FINANCIAL STATEMENTS
VENTAS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts, unaudited)
| As of September 30, 2025 | As of December 31, 2024 | ||||||||||
| Assets | |||||||||||
| Real estate investments: | |||||||||||
| Land and improvements | $ | 2,921,732 | $ | 2,775,790 | |||||||
| Buildings and improvements | 30,488,097 | 28,717,990 | |||||||||
| Construction in progress | 345,988 | 336,231 | |||||||||
| Acquired lease intangibles | 1,661,521 | 1,558,751 | |||||||||
| Operating lease assets | 299,490 | 308,019 | |||||||||
| 35,716,828 | 33,696,781 | ||||||||||
| Accumulated depreciation and amortization | (11,792,468) | (11,096,236) | |||||||||
| Net real estate property | 23,924,360 | 22,600,545 | |||||||||
| Secured loans receivable and investments, net | 182,504 | 144,872 | |||||||||
| Investments in unconsolidated real estate entities | 653,328 | 626,122 | |||||||||
| Net real estate investments | 24,760,192 | 23,371,539 | |||||||||
| Cash and cash equivalents | 188,617 | 897,850 | |||||||||
| Escrow deposits and restricted cash | 53,934 | 59,383 | |||||||||
| Goodwill | 1,046,039 | 1,044,915 | |||||||||
| Assets held for sale | 70,086 | 18,625 | |||||||||
| Deferred income tax assets, net | 2,317 | 1,931 | |||||||||
| Other assets | 804,519 | 792,663 | |||||||||
| Total assets | $ | 26,925,704 | $ | 26,186,906 | |||||||
| Liabilities and equity | |||||||||||
| Liabilities: | |||||||||||
| Senior notes payable and other debt | $ | 12,571,614 | $ | 13,522,551 | |||||||
| Accrued interest payable | 113,252 | 143,345 | |||||||||
| Operating lease liabilities | 216,108 | 218,003 | |||||||||
| Accounts payable and other liabilities | 1,226,390 | 1,152,306 | |||||||||
| Liabilities related to assets held for sale | 3,708 | 2,726 | |||||||||
| Deferred income tax liabilities | 20,923 | 8,150 | |||||||||
| Total liabilities | 14,151,995 | 15,047,081 | |||||||||
| Redeemable OP unitholder and noncontrolling interests | 349,951 | 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 and 600,000 shares authorized at September 30, 2025 and December 31, 2024, respectively, 469,449 and 437,085 shares outstanding at September 30, 2025 and December 31, 2024, respectively | 116,939 | 109,119 | |||||||||
| Capital in excess of par value | 19,695,187 | 17,607,482 | |||||||||
| Accumulated other comprehensive loss | (37,790) | (33,526) | |||||||||
| Retained earnings (deficit) | (7,369,240) | (6,886,653) | |||||||||
| Treasury stock, 0 and 4 shares issued at September 30, 2025 and December 31, 2024, respectively | (43,172) | (25,155) | |||||||||
| Total Ventas stockholders’ equity | 12,361,924 | 10,771,267 | |||||||||
| Noncontrolling interests | 61,834 | 58,329 | |||||||||
| Total equity | 12,423,758 | 10,829,596 | |||||||||
| Total liabilities and equity | $ | 26,925,704 | $ | 26,186,906 |
See accompanying notes.
| Table of Contents |
VENTAS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts, unaudited)
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Rental income: | |||||||||||||||||||||||
| Triple-net leased properties | $ | 160,050 | $ | 155,349 | $ | 468,865 | $ | 464,651 | |||||||||||||||
| Outpatient medical and research portfolio | 226,200 | 220,957 | 668,333 | 658,687 | |||||||||||||||||||
| 386,250 | 376,306 | 1,137,198 | 1,123,338 | ||||||||||||||||||||
| Resident fees and services | 1,088,546 | 845,532 | 3,090,164 | 2,476,436 | |||||||||||||||||||
| Third-party capital management revenues | 4,492 | 4,392 | 13,225 | 13,020 | |||||||||||||||||||
| Income from loans and investments | 5,524 | 1,881 | 14,243 | 4,606 | |||||||||||||||||||
| Interest and other income | 4,184 | 8,204 | 13,133 | 19,809 | |||||||||||||||||||
| Total revenues | 1,488,996 | 1,236,315 | 4,267,963 | 3,637,209 | |||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Interest | 158,124 | 150,437 | 457,778 | 449,629 | |||||||||||||||||||
| Depreciation and amortization | 357,173 | 304,268 | 1,026,417 | 944,371 | |||||||||||||||||||
| Property-level operating expenses: | |||||||||||||||||||||||
| Senior housing | 786,250 | 631,550 | 2,236,952 | 1,844,730 | |||||||||||||||||||
| Outpatient medical and research portfolio | 79,136 | 77,479 | 230,094 | 224,703 | |||||||||||||||||||
| Triple-net leased properties | 3,012 | 4,379 | 10,505 | 11,623 | |||||||||||||||||||
| 868,398 | 713,408 | 2,477,551 | 2,081,056 | ||||||||||||||||||||
| Third-party capital management expenses | 1,517 | 1,553 | 4,969 | 4,956 | |||||||||||||||||||
| General, administrative and professional fees | 40,387 | 35,092 | 136,392 | 121,556 | |||||||||||||||||||
| Loss on extinguishment of debt, net | 119 | — | 119 | 672 | |||||||||||||||||||
| Transaction, transition and restructuring costs | 5,472 | 8,580 | 16,081 | 16,143 | |||||||||||||||||||
| Recovery of allowance on loans receivable and investments, net | — | (56) | — | (166) | |||||||||||||||||||
| Shareholder relations matters | — | — | — | 15,751 | |||||||||||||||||||
| Other expense | 13,370 | 3,935 | 20,621 | 10,729 | |||||||||||||||||||
| Total expenses | 1,444,560 | 1,217,217 | 4,139,928 | 3,644,697 | |||||||||||||||||||
| Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests | 44,436 | 19,098 | 128,035 | (7,488) | |||||||||||||||||||
| Income (loss) from unconsolidated entities | 16,644 | 4,629 | 12,195 | (5,406) | |||||||||||||||||||
| Gain on real estate dispositions | 1,283 | 271 | 35,268 | 50,282 | |||||||||||||||||||
| Income tax benefit (expense) | 6,345 | (3,002) | 13,028 | (7,764) | |||||||||||||||||||
| Net income | 68,708 | 20,996 | 188,526 | 29,624 | |||||||||||||||||||
| Net income attributable to noncontrolling interests | 2,661 | 1,753 | 7,347 | 5,306 | |||||||||||||||||||
| Net income attributable to common stockholders | $ | 66,047 | $ | 19,243 | $ | 181,179 | $ | 24,318 | |||||||||||||||
| Earnings per common share | |||||||||||||||||||||||
| Basic: | |||||||||||||||||||||||
| Net income | $ | 0.15 | $ | 0.05 | $ | 0.42 | $ | 0.07 | |||||||||||||||
| Net income attributable to common stockholders | 0.14 | 0.05 | 0.40 | 0.06 | |||||||||||||||||||
| Diluted: | |||||||||||||||||||||||
| Net income | $ | 0.15 | $ | 0.05 | $ | 0.41 | $ | 0.07 | |||||||||||||||
| Net income attributable to common stockholders | 0.14 | 0.05 | 0.40 | 0.06 |
See accompanying notes.
| Table of Contents |
VENTAS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands, unaudited)
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income | $ | 68,708 | $ | 20,996 | $ | 188,526 | $ | 29,624 | |||||||||||||||
| Other comprehensive loss: | |||||||||||||||||||||||
| Foreign currency translation (loss) gain | (4,364) | 6,908 | 6,307 | 14,032 | |||||||||||||||||||
| Unrealized gain on available for sale securities | 129 | 869 | 755 | 147 | |||||||||||||||||||
| Unrealized loss on derivative instruments | (2,775) | (29,940) | (10,604) | (20,488) | |||||||||||||||||||
| Total other comprehensive loss | (7,010) | (22,163) | (3,542) | (6,309) | |||||||||||||||||||
| Comprehensive income (loss) | 61,698 | (1,167) | 184,984 | 23,315 | |||||||||||||||||||
| Comprehensive (loss) income attributable to noncontrolling interests | (363) | 653 | 8,069 | 1,712 | |||||||||||||||||||
| Comprehensive income (loss) attributable to common stockholders | $ | 62,061 | $ | (1,820) | $ | 176,915 | $ | 21,603 |
See accompanying notes.
| Table of Contents |
VENTAS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
For the Three Months Ended September 30, 2025 and 2024
(In thousands, except per share amounts, unaudited)
| For the Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock Par Value | Capital in Excess of Par Value | Accumulated Other Comprehensive (Loss) Income | Retained Earnings (Deficit) | Treasury Stock | Total Ventas Stockholders’ Equity | Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance at July 1, 2025 | $ | 113,216 | $ | 18,701,834 | $ | (33,804) | $ | (7,208,703) | $ | (43,155) | $ | 11,529,388 | $ | 63,073 | $ | 11,592,461 | |||||||||||||||||||||||||||||||
| Net income | — | — | — | 66,047 | — | 66,047 | 2,661 | 68,708 | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | (3,986) | — | — | (3,986) | (3,024) | (7,010) | |||||||||||||||||||||||||||||||||||||||
| Net change in noncontrolling interests | — | (3,133) | — | — | — | (3,133) | (876) | (4,009) | |||||||||||||||||||||||||||||||||||||||
| Dividends to common stockholders—$0.48 per share | — | 34 | — | (226,584) | — | (226,550) | — | (226,550) | |||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for stock plans, restricted stock grants and other | 3,723 | 1,021,108 | — | — | (17) | 1,024,814 | — | 1,024,814 | |||||||||||||||||||||||||||||||||||||||
| Adjust redeemable OP unitholder interests to current fair value | — | (24,265) | — | — | — | (24,265) | — | (24,265) | |||||||||||||||||||||||||||||||||||||||
| Redemption of OP Units | — | (391) | — | — | — | (391) | — | (391) | |||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | 116,939 | $ | 19,695,187 | $ | (37,790) | $ | (7,369,240) | $ | (43,172) | $ | 12,361,924 | $ | 61,834 | $ | 12,423,758 |
| For the Three Months Ended September 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock Par Value | Capital in Excess of Par Value | Accumulated Other Comprehensive (Loss) Income | Retained Earnings (Deficit) | Treasury Stock | Total Ventas Stockholders’ Equity | Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance at July 1, 2024 | $ | 103,242 | $ | 16,135,972 | $ | (17,409) | $ | (6,577,395) | $ | (25,060) | $ | 9,619,350 | $ | 48,366 | $ | 9,667,716 | |||||||||||||||||||||||||||||||
| Net income | — | — | — | 19,243 | — | 19,243 | 1,753 | 20,996 | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | (21,063) | — | — | (21,063) | (1,100) | (22,163) | |||||||||||||||||||||||||||||||||||||||
| Net change in noncontrolling interests | — | 2,229 | — | — | — | 2,229 | 20,565 | 22,794 | |||||||||||||||||||||||||||||||||||||||
| Dividends to common stockholders—$0.45 per share | — | 22 | — | (190,072) | — | (190,050) | — | (190,050) | |||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for stock plans, restricted stock grants and other | 1,481 | 373,553 | — | — | (55) | 374,979 | — | 374,979 | |||||||||||||||||||||||||||||||||||||||
| Adjust redeemable OP unitholder interests to current fair value | — | (45,594) | — | — | — | (45,594) | — | (45,594) | |||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | 104,723 | $ | 16,466,182 | $ | (38,472) | $ | (6,748,224) | $ | (25,115) | $ | 9,759,094 | $ | 69,584 | $ | 9,828,678 |
See accompanying notes.
| Table of Contents |
VENTAS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
For the Nine Months Ended September 30, 2025 and 2024
(In thousands, except per share amounts, unaudited)
| For the Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock Par Value | Capital in Excess of Par Value | Accumulated Other Comprehensive(Loss) Income | Retained Earnings (Deficit) | TreasuryStock | Total Ventas Stockholders’Equity | Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2025 | $ | 109,119 | $ | 17,607,482 | $ | (33,526) | $ | (6,886,653) | $ | (25,155) | $ | 10,771,267 | $ | 58,329 | $ | 10,829,596 | |||||||||||||||||||||||||||||||
| Net income | — | — | — | 181,179 | — | 181,179 | 7,347 | 188,526 | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive (loss) income | — | — | (4,264) | — | — | (4,264) | 722 | (3,542) | |||||||||||||||||||||||||||||||||||||||
| Net change in noncontrolling interests | — | (5,373) | — | — | — | (5,373) | (4,564) | (9,937) | |||||||||||||||||||||||||||||||||||||||
| Dividends to common stockholders—$1.44 per share | — | 83 | — | (663,766) | — | (663,683) | — | (663,683) | |||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for stock plans, restricted stock grants and other | 7,820 | 2,135,428 | — | — | (18,017) | 2,125,231 | — | 2,125,231 | |||||||||||||||||||||||||||||||||||||||
| Adjust redeemable OP unitholder interests to current fair value | — | (40,588) | — | — | — | (40,588) | — | (40,588) | |||||||||||||||||||||||||||||||||||||||
| Redemption of OP Units | — | (1,845) | — | — | — | (1,845) | — | (1,845) | |||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | 116,939 | $ | 19,695,187 | $ | (37,790) | $ | (7,369,240) | $ | (43,172) | $ | 12,361,924 | $ | 61,834 | $ | 12,423,758 |
| For the Nine Months Ended September 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock Par Value | Capital in Excess of Par Value | Accumulated Other Comprehensive(Loss) Income | Retained Earnings (Deficit) | TreasuryStock | Total Ventas Stockholders’Equity | Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2024 | $ | 100,648 | $ | 15,650,734 | $ | (35,757) | $ | (6,213,803) | $ | (13,764) | $ | 9,488,058 | $ | 56,347 | $ | 9,544,405 | |||||||||||||||||||||||||||||||
| Net income | — | — | — | 24,318 | — | 24,318 | 5,306 | 29,624 | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | (2,715) | — | — | (2,715) | (3,594) | (6,309) | |||||||||||||||||||||||||||||||||||||||
| Net change in noncontrolling interests | — | (16,970) | — | — | — | (16,970) | 11,525 | (5,445) | |||||||||||||||||||||||||||||||||||||||
| Dividends to common stockholders—$1.35 per share | — | 55 | — | (558,739) | — | (558,684) | — | (558,684) | |||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for stock plans, restricted stock grants and other | 4,075 | 884,661 | — | — | (11,351) | 877,385 | — | 877,385 | |||||||||||||||||||||||||||||||||||||||
| Adjust redeemable OP unitholder interests to current fair value | — | (50,702) | — | — | — | (50,702) | — | (50,702) | |||||||||||||||||||||||||||||||||||||||
| Redemption of OP Units | — | (1,596) | — | — | — | (1,596) | — | (1,596) | |||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | 104,723 | $ | 16,466,182 | $ | (38,472) | $ | (6,748,224) | $ | (25,115) | $ | 9,759,094 | $ | 69,584 | $ | 9,828,678 |
See accompanying notes.
| Table of Contents |
VENTAS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
| For the Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | 188,526 | $ | 29,624 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 1,026,417 | 944,371 | |||||||||
| Amortization of deferred revenue and lease intangibles, net | (31,012) | (41,194) | |||||||||
| Other non-cash amortization | 22,484 | 22,347 | |||||||||
| Recovery of allowance on loans receivable and investments, net | — | (166) | |||||||||
| Stock-based compensation | 32,415 | 26,344 | |||||||||
| Straight-lining of rental income | (38,784) | (6,469) | |||||||||
| Loss on extinguishment of debt, net | 119 | 672 | |||||||||
| Gain on real estate dispositions | (35,268) | (50,282) | |||||||||
| Income tax (benefit) expense | (22,002) | 2,535 | |||||||||
| (Income) loss from unconsolidated entities | (12,195) | 5,406 | |||||||||
| Distributions from unconsolidated entities | 21,749 | 13,639 | |||||||||
| Other | 8,417 | 681 | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Increase in Other assets | (14,515) | (122,404) | |||||||||
| Decrease in accrued interest payable | (30,560) | (3,415) | |||||||||
| Increase in accounts payable and other liabilities | 59,272 | 134,295 | |||||||||
| Net cash provided by operating activities | 1,175,063 | 955,984 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Net investment in real estate property | (1,985,249) | (519,048) | |||||||||
| Investment in loans receivable | (866) | (120,695) | |||||||||
| Proceeds from real estate disposals | 158,769 | 275,396 | |||||||||
| Proceeds from loans receivable | 9,432 | 6,496 | |||||||||
| Development project expenditures | (184,412) | (239,564) | |||||||||
| Capital expenditures | (226,152) | (194,035) | |||||||||
| Distributions from unconsolidated entities | — | 2,555 | |||||||||
| Investment in unconsolidated entities | (40,157) | (55,503) | |||||||||
| Insurance proceeds for property damage claims | 2,939 | 3,523 | |||||||||
| Net cash used in investing activities | (2,265,696) | (840,875) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Net change in borrowings under revolving credit facilities | (6,768) | (6,151) | |||||||||
| Proceeds from debt | 606,850 | 1,805,446 | |||||||||
| Repayment of debt | (1,651,650) | (1,539,869) | |||||||||
| Purchase of noncontrolling interests | (2,057) | (11,064) | |||||||||
| Payment of deferred financing costs | (9,560) | (34,684) | |||||||||
| Issuance of common stock, net | 2,064,227 | 850,561 | |||||||||
| Cash distributions to common stockholders | (634,376) | (551,369) | |||||||||
| Cash distributions to redeemable OP unitholders | (4,740) | (4,545) | |||||||||
| Cash issued for redemption of OP Units | (2,092) | (2,087) | |||||||||
| Contributions from noncontrolling interests | 80 | 3,646 | |||||||||
| Distributions to noncontrolling interests | (11,318) | (14,140) | |||||||||
| Proceeds from stock option exercises | 45,651 | 10,483 | |||||||||
| Other | (20,346) | (17,208) | |||||||||
| Net cash provided by financing activities | 373,901 | 489,019 | |||||||||
| Net (decrease) increase in cash, cash equivalents and restricted cash | (716,732) | 604,128 | |||||||||
| Effect of foreign currency translation | 2,050 | (1,893) | |||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 957,233 | 563,462 | |||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 242,551 | $ | 1,165,697 |
See accompanying notes.
| Table of Contents |
VENTAS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(In thousands, unaudited)
| For the Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Income taxes paid, net | $ | 8,370 | $ | 2,613 | |||||||
| Supplemental schedule of non-cash activities: | |||||||||||
| Assets acquired and liabilities assumed from acquisitions and other: | |||||||||||
| Real estate investments | $ | 54,751 | $ | 10,463 | |||||||
| Other assets | 5,149 | 1,171 | |||||||||
| Other liabilities | (25,173) | 4,647 | |||||||||
| Deferred income tax liability | (34,727) | 6,988 | |||||||||
See accompanying notes.
| Table of Contents |
VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 a real estate investment trust (“REIT”) 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 September 30, 2025, we owned or had investments in 1,406 properties consisting of 1,371 properties in our reportable business segments (“Segment Properties”) and 35 properties held by unconsolidated real estate entities in our non-segment operations. Our Company is headquartered in Chicago, Illinois with additional corporate offices in Louisville, Kentucky and New York, New York.
We elected to be taxed as a 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 business 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 business 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 and accounts receivable as well as 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 Partners, LLC (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 “Note 16 – Segment Information.”
The following table summarizes information for our portfolio for the nine months ended September 30, 2025 (dollars in thousands):
| Segment | NOI (1) | Percentage of Total NOI | Segment Properties | |||||||||||||||||
| Senior housing operating portfolio (SHOP) | $ | 853,212 | 48.1 | % | 714 | |||||||||||||||
| Outpatient medical and research portfolio (OM&R) | 440,273 | 24.8 | 411 | |||||||||||||||||
| Triple-net leased properties (NNN) | 458,360 | 25.9 | 246 | |||||||||||||||||
| Non-segment (2) | 20,465 | 1.2 | n/a | |||||||||||||||||
| $ | 1,772,310 | 100.0 | % | 1,371 |
(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 Quarterly Report on Form 10-Q 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.
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VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(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 business segments.
n/a—not applicable
NOTE 2—ACCOUNTING POLICIES
The accompanying Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the Securities and Exchange Commission (“SEC”) instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim periods have been included. Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. The accompanying Consolidated Financial Statements and related notes should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”).
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.
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.
GAAP requires 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”). 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 September 30, 2025 | As of December 31, 2024 | ||||||||||||||||||||||
| Total Assets | Total Liabilities | Total Assets | Total Liabilities | ||||||||||||||||||||
| Fonds Immobilier Groupe Maurice, S.E.C. | $ | 1,805,667 | $ | 1,142,402 | $ | 1,779,762 | $ | 1,121,659 | |||||||||||||||
| NHP/PMB L.P. | 661,245 | 236,500 | 728,457 | 286,030 | |||||||||||||||||||
| Other identified VIEs | 1,467,060 | 442,221 | 1,447,381 | 410,721 |
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VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Recent Accounting Standards
In December 2023, the FASB issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities on an annual basis to (i) disclose specific categories in the rate reconciliation and (ii) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. We have elected not to early adopt. We are finalizing our assessment of the impact of ASU 2023-09 and expect to include additional required disclosures in our 2025 annual report on Form 10-K.
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.
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 Quarterly Report on Form 10-Q 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.
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VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table summarizes certain information about our credit risk concentration for our NNN and OM&R segments:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Contribution as a Percentage of Total Revenues: | |||||||||||||||||||||||
| Brookdale (1) | 2.8 | % | 3.1 | % | 2.9 | % | 3.1 | % | |||||||||||||||
| Ardent | 2.6 | 3.0 | 2.7 | 3.1 | |||||||||||||||||||
| Kindred | 2.3 | 2.8 | 2.5 | 2.8 | |||||||||||||||||||
| Contribution as a Percentage of Total NOI: | |||||||||||||||||||||||
| Brookdale (1) | 6.8 | % | 7.3 | % | 6.8 | % | 7.3 | % | |||||||||||||||
| Ardent | 6.3 | 7.3 | 6.5 | 7.3 | |||||||||||||||||||
| Kindred | 5.5 | 6.8 | 5.9 | 6.7 | |||||||||||||||||||
(1)For all periods presented, includes 121 senior housing properties in our NNN segment leased to Brookdale, including 56 properties for which the lease expires on December 31, 2025 (the “Brookdale Conversion and Sale Communities”). We plan to sell or convert to our SHOP segment all of the Brookdale Conversion and Sale Communities. In connection therewith, (i) 13 of the Brookdale Conversion and Sale Communities were converted to our SHOP segment during the quarter ended September 30, 2025, with the revenues and NOI for those properties included in the above table through the date of conversion, and (ii) 14 of the Brookdale Conversion and Sale Communities were converted to our SHOP segment on October 1, 2025.
All of our Brookdale and Kindred rent and substantially all of our Ardent rent is guaranteed by a corporate parent.
Lease Income
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 Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Fixed income from operating leases | $ | 321,326 | $ | 315,731 | $ | 947,262 | $ | 951,279 | |||||||||||||||
| Variable income from operating leases | 64,924 | 60,575 | 189,936 | 172,059 |
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
(Unaudited)
2025 Acquisitions
During the nine months ended September 30, 2025, we acquired 41 senior housing communities reported in our SHOP segment for an aggregate purchase price of $2.0 billion.
In October 2025, we acquired six senior housing communities reported in our SHOP segment for an aggregate purchase price of $161.4 million.
NOTE 5—DISPOSITIONS, ASSETS HELD FOR SALE AND IMPAIRMENTS
Dispositions
During the nine months ended September 30, 2025, we sold one senior housing community in our SHOP segment, four properties in our OM&R segment and 10 properties in our NNN segment for aggregate consideration of $168.8 million and recognized a $14.4 million gain on real estate disposition.
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 is 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.
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 September 30, 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 | 4 | $ | 44,936 | $ | 2,996 | 2 | $ | 18,612 | $ | 2,158 | ||||||||||||||||||||||||||||
| OM&R | 1 | 2,782 | 338 | — | 13 | 568 | ||||||||||||||||||||||||||||||||
| NNN | 13 | 22,368 | 374 | — | — | — | ||||||||||||||||||||||||||||||||
| Total | 18 | $ | 70,086 | $ | 3,708 | 2 | $ | 18,625 | $ | 2,726 |
Real Estate Impairments
For the three months ended September 30, 2025, we recognized impairments of $28.3 million comprising $0.7 million, $24.3 million and $3.2 million in our SHOP, OM&R and NNN segments, respectively. For the nine months ended September 30, 2025, we recognized impairments of $85.4 million comprising $26.7 million, $55.4 million and $3.3 million in our SHOP, OM&R and NNN segments, respectively. For the three months ended September 30, 2024, we recognized impairments of $17.3 million comprising $17.0 million and $0.3 million in our SHOP and OM&R segments, respectively. For the nine months ended September 30, 2024, we recognized impairments of $67.6 million comprising $41.7 million, $1.3 million and $24.6 million 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
(Unaudited)
NOTE 6—LOANS RECEIVABLE AND INVESTMENTS, NET
As of September 30, 2025, and December 31, 2024, we held $203.4 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 consists 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 September 30, 2025: | |||||||||||||||||||||||||||||
| Net real estate investments | |||||||||||||||||||||||||||||
| Secured loans receivable and investments, net (1) | $ | 182,504 | $ | — | $ | 182,504 | $ | 183,309 | |||||||||||||||||||||
| Other assets | |||||||||||||||||||||||||||||
| Non-mortgage loans receivable, net | 24,681 | (3,810) | 20,871 | 20,227 | |||||||||||||||||||||||||
| Total loans receivable and investments, net (2) | $ | 207,185 | $ | (3,810) | $ | 203,375 | $ | 203,536 | |||||||||||||||||||||
| 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 $39.5 million and $1.4 million of sales-type lease receivables as of September 30, 2025 and December 31, 2024, respectively.
(2)Loans receivable and investments, net have contractual maturities ranging from 2025 to 2041.
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.
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VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Investments in Unconsolidated Real Estate Entities
Below is a summary of our investments in unconsolidated real estate entities, including through VIM, as of September 30, 2025 and December 31, 2024, respectively (dollars in thousands):
| Ownership (1) as of | Carrying Amount as of | |||||||||||||||||||||||||
| September 30, 2025 | December 31, 2024 | September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||
| Investments in unconsolidated real estate entities: | ||||||||||||||||||||||||||
| Ventas Fund | 20.0% | 20.0% | $ | 282,513 | $ | 267,202 | ||||||||||||||||||||
| Pension Fund Joint Venture | 25.0% | 25.0% | 36,973 | 11,939 | ||||||||||||||||||||||
| Research & Innovation Development Joint Venture | 53.0% | 53.0% | 292,551 | 309,499 | ||||||||||||||||||||||
| Ventas Investment Management platform | 612,037 | 588,640 | ||||||||||||||||||||||||
| Atrium Health & Wake Forest Joint Venture | 51.0% | 48.5% | 40,706 | 36,881 | ||||||||||||||||||||||
| All other (2) | 34.0%-37.5% | 34.0%-37.5% | 585 | 601 | ||||||||||||||||||||||
| Total investments in unconsolidated real estate entities | $ | 653,328 | $ | 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 nine months ended September 30, 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 nine months ended September 30, 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 $4.0 million and $4.0 million for the three months ended September 30, 2025 and 2024, respectively, and $11.9 million and $11.7 million for the nine months ended September 30, 2025 and 2024, respectively. Such amounts, along with any promote revenue, are included in Third-party capital management revenues in our Consolidated Statements of Income.
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 September 30, 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 September 30, 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.
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VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 8—INTANGIBLES
The following is a summary of our intangibles (dollars in thousands):
| As of September 30, 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) | $ | 120,684 | 4.1 | $ | 124,515 | 4.3 | |||||||||||||||||
| In-place lease and other real estate intangibles (2) | 1,540,837 | 6.5 | 1,434,236 | 8.4 | |||||||||||||||||||
| Acquired lease intangibles | 1,661,521 | 1,558,751 | |||||||||||||||||||||
| Goodwill | 1,046,039 | n/a | 1,044,915 | n/a | |||||||||||||||||||
| Other intangibles (2) | 41,239 | 47.4 | 41,190 | 24.4 | |||||||||||||||||||
| Accumulated amortization | (1,324,759) | n/a | (1,286,374) | n/a | |||||||||||||||||||
| Net intangible assets | $ | 1,424,040 | 7.6 | $ | 1,358,482 | 8.8 | |||||||||||||||||
| Intangible liabilities: | |||||||||||||||||||||||
| Below-market lease intangibles (1) | $ | 252,684 | 13.0 | $ | 269,572 | 7.0 | |||||||||||||||||
| Other lease intangibles | 13,498 | n/a | 13,498 | n/a | |||||||||||||||||||
| Accumulated amortization | (201,896) | n/a | (211,441) | n/a | |||||||||||||||||||
| Purchase option intangibles | 3,568 | n/a | 3,568 | n/a | |||||||||||||||||||
| Net intangible liabilities | $ | 67,854 | 13.0 | $ | 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
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.
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VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 9—OTHER ASSETS
The following is a summary of our Other assets (dollars in thousands):
| As of September 30, 2025 | As of December 31, 2024 | ||||||||||
| Straight-line rent receivables | $ | 242,762 | $ | 202,675 | |||||||
| Deferred lease costs, net | 154,181 | 145,973 | |||||||||
| Accounts receivable, net (1) | 92,463 | 108,138 | |||||||||
| Investment in unconsolidated operating entities | 97,904 | 95,623 | |||||||||
| Prepaid assets | 90,505 | 71,786 | |||||||||
| Non-mortgage loans receivable, net | 20,871 | 28,129 | |||||||||
| Other intangibles, net | 10,903 | 11,513 | |||||||||
| Other (2) | 94,930 | 128,826 | |||||||||
| Total Other assets | $ | 804,519 | $ | 792,663 |
(1) Allowance for doubtful accounts as of September 30, 2025 and December 31, 2024 were $74.7 million and $70.3 million, respectively.
(2) The balance as of September 30, 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 nine months ended September 30, 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 in our Consolidated Statements of Income.
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VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 September 30, 2025 | As of December 31, 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) | 341,236 | 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) | 431,034 | 417,246 | |||||||||||||||
| 4.40% Senior Notes due 2029 | 750,000 | 750,000 | |||||||||||||||
| 5.10% Senior Notes, Series J due 2029 (2) | 466,954 | 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) | 215,517 | 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 | |||||||||||||||
| 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 | 2,723,128 | 3,167,886 | |||||||||||||||
| Total | 12,664,182 | 13,618,802 | |||||||||||||||
| Deferred financing costs, net | (83,160) | (92,365) | |||||||||||||||
| Unamortized fair value adjustment | 6,554 | 11,587 | |||||||||||||||
| Unamortized discounts | (15,962) | (15,473) | |||||||||||||||
| Senior notes payable and other debt | $ | 12,571,614 | $ | 13,522,551 |
(1)As of September 30, 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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VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Credit Facilities, Commercial Paper, Unsecured Term Loans and Letters of Credit
As of September 30, 2025, we had a $3.5 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 includes an accordion feature that permits us to increase our aggregate borrowing capacity thereunder to up to $4.5 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 September 30, 2025, our $3.5 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 September 30, 2025 and December 31, 2024, we had no borrowings outstanding under our commercial paper program.
Ventas Realty has a $500.0 million unsecured term loan priced at 0.10% plus SOFR (“Adjusted SOFR”) plus 0.85%, which is subject to adjustment based on Ventas Realty’s debt ratings. This term loan is fully and unconditionally guaranteed by Ventas and subject to certain customary covenants and other terms and conditions. It matures in June 2027 and includes an accordion feature that permits 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.
Ventas Realty has a $200.0 million unsecured term loan priced at Adjusted SOFR plus 0.85%, which is subject to adjustment based on Ventas Realty’s debt ratings. This term loan is fully and unconditionally guaranteed by Ventas and subject to certain customary covenants and other terms and conditions. It matures in February 2027 and includes an accordion feature that permits 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.
As of September 30, 2025, we had a $100.0 million uncommitted line for standby letters of credit, which had an outstanding balance of $18.3 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.
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VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
As of September 30, 2025, 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. During the three and nine months ended September 30, 2025, we recognized $8.1 million and $24.3 million, respectively, of contractual interest expense and amortization of issuance costs of $1.8 million and $5.3 million, respectively, related to the Exchangeable Notes. Unamortized issuance costs of $4.9 million as of September 30, 2025 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 18.2708 shares of our common stock per $1,000 principal amount of Exchangeable Notes (equivalent to an exchange price of approximately $54.73 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
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 2025, Ventas Realty issued $500.0 million aggregate principal amount of 5.10% Senior Notes due 2032 in a registered public offering. The proceeds were primarily used for general corporate purposes, which included repayment of other indebtedness and expenses related to the offering.
Mortgages
During the nine months ended September 30, 2025, we repaid in full mortgage loans in the aggregate principal amount of $499.0 million.
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VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Scheduled Maturities of Borrowing Arrangements and Other Provisions
As of September 30, 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 | ||||||||||||||||||||
| 2025 | $ | 95,555 | $ | — | $ | 11,786 | $ | 107,341 | |||||||||||||||
| 2026 | 2,074,319 | — | 45,423 | 2,119,742 | |||||||||||||||||||
| 2027 | 1,579,101 | — | 45,889 | 1,624,990 | |||||||||||||||||||
| 2028 | 1,513,457 | — | 38,696 | 1,552,153 | |||||||||||||||||||
| 2029 | 1,651,917 | — | 32,278 | 1,684,195 | |||||||||||||||||||
| Thereafter | 5,475,508 | — | 100,253 | 5,575,761 | |||||||||||||||||||
| Total maturities | $ | 12,389,857 | $ | — | $ | 274,325 | $ | 12,664,182 |
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.
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. 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 September 30, 2025, our variable rate debt obligations of $1.2 billion reflect, in part, the effect of $140.9 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.
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VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
As of September 30, 2025, our fixed rate debt obligations of $11.4 billion reflect, in part, the effect of $125.8 million and C$599.4 million ($430.6 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
For the nine months ended September 30, 2025, we entered into an aggregate $250.0 million notional amount of 10-year treasury locks to hedge interest rate risk on future debt issuances. The aggregate $250.0 million notional amount of treasury locks have a blended rate of 4.2%.
During the three and nine months ended September 30, 2025, approximately $0.5 million and $2.4 million, respectively, of realized gain primarily relating to our interest rate swaps was reclassified into Interest expense in our Consolidated Statements of Income. Approximately $1.2 million of unrealized losses, which are included in Accumulated other comprehensive income as of September 30, 2025, are expected to be reclassified into earnings within the next 12 months.
NOTE 11—FAIR VALUES OF FINANCIAL INSTRUMENTS
Overview
Accounting guidance on fair value measurements for certain financial assets and liabilities requires that financial assets and liabilities carried at fair value be classified and disclosed in one of the following categories:
-
Level 1: Fair value calculated based on unadjusted quoted prices for identical assets or liabilities in active markets that we have the ability to access.
-
Level 2: Fair value calculated using inputs other than quoted prices included in level one 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: Fair value calculated using unobservable inputs for the asset or liability, which typically are based on our own assumptions, because there is little, if any, related market activity.
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 are not necessarily indicative of the amounts we would realize in a current market exchange or transaction.
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VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 September 30, 2025 | As of December 31, 2024 | ||||||||||||||||||||||
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash and cash equivalents (1) | $ | 188,617 | $ | 188,617 | $ | 897,850 | $ | 897,850 | |||||||||||||||
| Escrow deposits and restricted cash (1) | 53,934 | 53,934 | 59,383 | 59,383 | |||||||||||||||||||
| Secured loans receivable and investments, net (3)(4) | 182,504 | 183,309 | 144,872 | 146,229 | |||||||||||||||||||
| Non-mortgage loans receivable, net (3)(4)(5) | 20,871 | 20,227 | 28,129 | 27,640 | |||||||||||||||||||
| Derivative instruments (3)(4)(5) | 11,928 | 11,928 | 53,100 | 53,100 | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Senior notes payable and other debt, gross (3)(4) | $ | 12,664,182 | $ | 12,838,914 | $ | 13,618,802 | $ | 13,411,066 | |||||||||||||||
| Derivative instruments (3)(6) | 7,875 | 7,875 | 5,887 | 5,887 | |||||||||||||||||||
| Temporary Equity: | |||||||||||||||||||||||
| Redeemable OP Units (2) | $ | 235,964 | $ | 235,964 | $ | 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.
Items Measured at Fair Value on a Recurring Basis
Our derivative instrument assets as of September 30, 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 September 30, 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
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.
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VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 12—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 September 30, 2025, 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.
NOTE 13—INCOME TAXES
We have elected to be taxed as a REIT under the applicable provisions of the Internal Revenue Code of 1986, as amended, for every year beginning with the year ended December 31, 1999. We have also elected for certain of our subsidiaries to be treated as taxable REIT subsidiaries (“TRS” or “TRS entities”), which are subject to federal, state and foreign income taxes. 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 the TRS entities and certain other foreign entities have paid minimal federal, state and foreign income taxes for the nine months ended September 30, 2025, their income tax liabilities may increase in future periods as we exhaust net operating loss (“NOL”) carryforwards and as our operations grow. Such increases could be significant.
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VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Our consolidated provision for income taxes for the three months ended September 30, 2025 and 2024 was a benefit of $6.3 million and an expense of $3.0 million, respectively. Our consolidated provision for income taxes for the nine months ended September 30, 2025 and 2024 was a benefit of $13.0 million and an expense of $7.8 million, respectively. The income tax benefit for the three and nine months ended September 30, 2025 is primarily due to the reversal of valuation allowances recorded against the net deferred tax assets of certain of our TRS entities, partially offset by increases in the valuation allowance for certain TRS entities during the periods. The income tax expense for the three and nine months ended September 30, 2024 was primarily due to the enactment of Bill C-59 in Canada, which limits the amount of interest expense we can deduct with respect to our Canadian entities. Bill C-59 became effective in June 2024 and was retrospectively applied to the period beginning October 1, 2023. The cumulative tax effect of such interest limitation was recognized in the three months ended June 30, 2024. The impact of the interest limitation was partially offset by the reversal of valuation allowances recorded against the net deferred tax assets of certain of our TRS entities and losses in certain of our TRS entities.
Each TRS is a tax paying component for purposes of classifying deferred tax assets and liabilities. Deferred tax liabilities with respect to our TRS entities totaled $20.9 million and $8.2 million as of September 30, 2025 and December 31, 2024, respectively, and related primarily to differences between the financial reporting and tax bases of fixed and intangible assets, net of loss carryforwards. Deferred tax assets with respect to our TRS entities totaled $2.3 million and $1.9 million as of September 30, 2025 and December 31, 2024, respectively, and related primarily to loss carryforwards.
Generally, we are subject to audit under the statute of limitations by the Internal Revenue Service for the year ended December 31, 2021 and subsequent years and are subject to audit by state taxing authorities for the year ended December 31, 2020 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, 2020 and subsequent years. We are subject to audit in the United Kingdom generally for periods ended in and subsequent to 2023.
NOTE 14—STOCKHOLDERS' 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 September 30, 2025, the remaining amount available under the ATM Program for future sales of common stock was $1.3 billion.
During the three months ended September 30, 2025, we entered into equity forward sales agreements under the ATM Program for 11.6 million shares of our common stock for gross proceeds of $788.2 million, representing an average price of $67.89 per share. During the three months ended September 30, 2025, we settled 14.9 million shares of common stock under outstanding equity forward sales agreements entered into under the ATM Program for net cash proceeds of $1.0 billion.
During the nine months ended September 30, 2025, we entered into equity forward sales agreements under the ATM Program for 34.4 million shares of our common stock for gross proceeds of $2.3 billion, representing an average price of $66.89 per share. During the nine months ended September 30, 2025, we settled 31.3 million shares of common stock under outstanding equity forward sales agreements for net cash proceeds of $2.1 billion.
As of September 30, 2025, we maintained unsettled equity forward sales agreements for 6.5 million shares of common stock, or approximately $424.4 million in gross proceeds, with varying maturities through April 2027.
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VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
In October 2025, we entered into additional equity forward sales agreements under the ATM Program for 0.8 million shares of common stock, or approximately $56.7 million in gross proceeds, which mature in May 2027.
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.”
Common Stock
In May 2025, our stockholders approved the increase of authorized common stock from 600 million shares to 1.2 billion shares.
Accumulated Other Comprehensive Loss
The following is a summary of our Accumulated other comprehensive loss (dollars in thousands):
| As of September 30, 2025 | As of December 31, 2024 | ||||||||||
| Foreign currency translation loss | $ | (30,388) | $ | (34,341) | |||||||
| Unrealized loss on available for sale securities | (1,372) | (2,118) | |||||||||
| Unrealized (loss) gain on derivative instruments | (6,030) | 2,933 | |||||||||
| Total Accumulated other comprehensive loss | $ | (37,790) | $ | (33,526) |
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VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Numerator for basic and diluted earnings per share: | |||||||||||||||||||||||
| Net income | $ | 68,708 | $ | 20,996 | $ | 188,526 | $ | 29,624 | |||||||||||||||
| Net income attributable to noncontrolling interests | 2,661 | 1,753 | 7,347 | 5,306 | |||||||||||||||||||
| Net income attributable to common stockholders | $ | 66,047 | $ | 19,243 | $ | 181,179 | $ | 24,318 | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Denominator for basic earnings per share—weighted average shares | 456,032 | 414,599 | 449,572 | 408,691 | |||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
| Restricted stock awards | 573 | 476 | 553 | 340 | |||||||||||||||||||
| OP unitholder interests | 3,376 | 3,415 | 3,386 | 3,427 | |||||||||||||||||||
| Exchangeable Notes | 2,912 | 964 | 2,556 | 321 | |||||||||||||||||||
| Equity forward sales agreements | 522 | 19 | 325 | 7 | |||||||||||||||||||
| Denominator for diluted earnings per share—adjusted weighted average shares | 463,415 | 419,474 | 456,392 | 412,785 | |||||||||||||||||||
| Basic earnings per share: | |||||||||||||||||||||||
| Net income | $ | 0.15 | $ | 0.05 | $ | 0.42 | $ | 0.07 | |||||||||||||||
| Net income attributable to common stockholders | 0.14 | 0.05 | 0.40 | 0.06 | |||||||||||||||||||
| Diluted earnings per share: | |||||||||||||||||||||||
| Net income | $ | 0.15 | $ | 0.05 | $ | 0.41 | $ | 0.07 | |||||||||||||||
| Net income attributable to common stockholders | 0.14 | 0.05 | 0.40 | 0.06 |
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 three and nine months ended September 30, 2025 is used as the basis for determining the dilutive effect on earnings per share.
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 14 – Stockholders' Equity.”
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VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 16—SEGMENT INFORMATION
As of September 30, 2025, we operated through three reportable business 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 these properties 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 business 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 business segment is not disclosed as the chief operating decision maker (“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 business segments for purposes of assessing segment performance. There are no intersegment sales or transfers.
Summary information by reportable business segment is as follows (dollars in thousands):
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VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| For the Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
| SHOP | OM&R | NNN | Non-Segment | Total | |||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||
| Rental income | $ | — | $ | 226,200 | $ | 160,050 | $ | — | $ | 386,250 | |||||||||||||||||||
| Resident fees and services | 1,088,546 | — | — | — | 1,088,546 | ||||||||||||||||||||||||
| Third-party capital management revenues | — | 681 | — | 3,811 | 4,492 | ||||||||||||||||||||||||
| Income from loans and investments | — | — | — | 5,524 | 5,524 | ||||||||||||||||||||||||
| Interest and other income | — | — | — | 4,184 | 4,184 | ||||||||||||||||||||||||
| Total revenues | $ | 1,088,546 | $ | 226,881 | $ | 160,050 | $ | 13,519 | $ | 1,488,996 | |||||||||||||||||||
| Total revenues | $ | 1,088,546 | $ | 226,881 | $ | 160,050 | $ | 13,519 | $ | 1,488,996 | |||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||
| Interest and other income | — | — | — | 4,184 | 4,184 | ||||||||||||||||||||||||
| Labor (1) | 442,551 | — | — | — | 442,551 | ||||||||||||||||||||||||
| Management fees | 56,978 | — | — | — | 56,978 | ||||||||||||||||||||||||
| Other segment expenses (2) | 286,721 | 79,136 | 3,012 | — | 368,869 | ||||||||||||||||||||||||
| Property-level operating expenses | 786,250 | 79,136 | 3,012 | — | 868,398 | ||||||||||||||||||||||||
| Third-party capital management expenses | — | — | — | 1,517 | 1,517 | ||||||||||||||||||||||||
| NOI | $ | 302,296 | $ | 147,745 | $ | 157,038 | $ | 7,818 | 614,897 | ||||||||||||||||||||
| Interest and other income | 4,184 | ||||||||||||||||||||||||||||
| Interest expense | (158,124) | ||||||||||||||||||||||||||||
| Depreciation and amortization | (357,173) | ||||||||||||||||||||||||||||
| General, administrative and professional fees | (40,387) | ||||||||||||||||||||||||||||
| Loss on extinguishment of debt, net | (119) | ||||||||||||||||||||||||||||
| Transaction, transition and restructuring costs | (5,472) | ||||||||||||||||||||||||||||
| Other expense | (13,370) | ||||||||||||||||||||||||||||
| Income from unconsolidated entities | 16,644 | ||||||||||||||||||||||||||||
| Gain on real estate dispositions | 1,283 | ||||||||||||||||||||||||||||
| Income tax benefit | 6,345 | ||||||||||||||||||||||||||||
| Net income | 68,708 | ||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interests | 2,661 | ||||||||||||||||||||||||||||
| Net income attributable to common stockholders | $ | 66,047 |
(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 focuses 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
(Unaudited)
| For the Three Months Ended September 30, 2024 | |||||||||||||||||||||||||||||
| SHOP | OM&R | NNN | Non-Segment | Total | |||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||
| Rental income | $ | — | $ | 220,957 | $ | 155,349 | $ | — | $ | 376,306 | |||||||||||||||||||
| Resident fees and services | 845,532 | — | — | — | 845,532 | ||||||||||||||||||||||||
| Third-party capital management revenues | — | 618 | — | 3,774 | 4,392 | ||||||||||||||||||||||||
| Income from loans and investments | — | — | — | 1,881 | 1,881 | ||||||||||||||||||||||||
| Interest and other income | — | — | — | 8,204 | 8,204 | ||||||||||||||||||||||||
| Total revenues | $ | 845,532 | $ | 221,575 | $ | 155,349 | $ | 13,859 | $ | 1,236,315 | |||||||||||||||||||
| Total revenues | $ | 845,532 | $ | 221,575 | $ | 155,349 | $ | 13,859 | $ | 1,236,315 | |||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||
| Interest and other income | — | — | — | 8,204 | 8,204 | ||||||||||||||||||||||||
| Labor (1) | 354,505 | — | — | — | 354,505 | ||||||||||||||||||||||||
| Management fees | 43,105 | — | — | — | 43,105 | ||||||||||||||||||||||||
| Other segment expenses (2) | 233,940 | 77,479 | 4,379 | — | 315,798 | ||||||||||||||||||||||||
| Property-level operating expenses | 631,550 | 77,479 | 4,379 | — | 713,408 | ||||||||||||||||||||||||
| Third-party capital management expenses | — | — | — | 1,553 | 1,553 | ||||||||||||||||||||||||
| NOI | $ | 213,982 | $ | 144,096 | $ | 150,970 | $ | 4,102 | 513,150 | ||||||||||||||||||||
| Interest and other income | 8,204 | ||||||||||||||||||||||||||||
| Interest expense | (150,437) | ||||||||||||||||||||||||||||
| Depreciation and amortization | (304,268) | ||||||||||||||||||||||||||||
| General, administrative and professional fees | (35,092) | ||||||||||||||||||||||||||||
| Transaction, transition and restructuring costs | (8,580) | ||||||||||||||||||||||||||||
| Recovery of allowance on loans receivable and investments, net | 56 | ||||||||||||||||||||||||||||
| Other expense | (3,935) | ||||||||||||||||||||||||||||
| Income from unconsolidated entities | 4,629 | ||||||||||||||||||||||||||||
| Gain on real estate dispositions | 271 | ||||||||||||||||||||||||||||
| Income tax expense | (3,002) | ||||||||||||||||||||||||||||
| Net income | 20,996 | ||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interests | 1,753 | ||||||||||||||||||||||||||||
| Net income attributable to common stockholders | $ | 19,243 |
(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 focuses 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
(Unaudited)
| For the Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
| SHOP | OM&R | NNN | Non-Segment | Total | |||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||
| Rental income | $ | — | $ | 668,333 | $ | 468,865 | $ | — | $ | 1,137,198 | |||||||||||||||||||
| Resident fees and services | 3,090,164 | — | — | — | 3,090,164 | ||||||||||||||||||||||||
| Third-party capital management revenues | — | 2,034 | — | 11,191 | 13,225 | ||||||||||||||||||||||||
| Income from loans and investments | — | — | — | 14,243 | 14,243 | ||||||||||||||||||||||||
| Interest and other income | — | — | — | 13,133 | 13,133 | ||||||||||||||||||||||||
| Total revenues | $ | 3,090,164 | $ | 670,367 | $ | 468,865 | $ | 38,567 | $ | 4,267,963 | |||||||||||||||||||
| Total revenues | $ | 3,090,164 | $ | 670,367 | $ | 468,865 | $ | 38,567 | $ | 4,267,963 | |||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||
| Interest and other income | — | — | — | 13,133 | 13,133 | ||||||||||||||||||||||||
| Labor (1) | 1,255,387 | — | — | — | 1,255,387 | ||||||||||||||||||||||||
| Management fees | 162,010 | — | — | — | 162,010 | ||||||||||||||||||||||||
| Other segment expenses (2) | 819,555 | 230,094 | 10,505 | — | 1,060,154 | ||||||||||||||||||||||||
| Property-level operating expenses | 2,236,952 | 230,094 | 10,505 | — | 2,477,551 | ||||||||||||||||||||||||
| Third-party capital management expenses | — | — | — | 4,969 | 4,969 | ||||||||||||||||||||||||
| NOI | $ | 853,212 | $ | 440,273 | $ | 458,360 | $ | 20,465 | 1,772,310 | ||||||||||||||||||||
| Interest and other income | 13,133 | ||||||||||||||||||||||||||||
| Interest expense | (457,778) | ||||||||||||||||||||||||||||
| Depreciation and amortization | (1,026,417) | ||||||||||||||||||||||||||||
| General, administrative and professional fees | (136,392) | ||||||||||||||||||||||||||||
| Loss on extinguishment of debt, net | (119) | ||||||||||||||||||||||||||||
| Transaction, transition and restructuring costs | (16,081) | ||||||||||||||||||||||||||||
| Other expense | (20,621) | ||||||||||||||||||||||||||||
| Income from unconsolidated entities | 12,195 | ||||||||||||||||||||||||||||
| Gain on real estate dispositions | 35,268 | ||||||||||||||||||||||||||||
| Income tax benefit | 13,028 | ||||||||||||||||||||||||||||
| Net income | 188,526 | ||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interests | 7,347 | ||||||||||||||||||||||||||||
| Net income attributable to common stockholders | $ | 181,179 |
(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 focuses on monitoring revenues and NOI because a significant majority or all of the property-level operating expenses are recovered from the tenants.
| Table of Contents |
VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| For the Nine Months Ended September 30, 2024 | |||||||||||||||||||||||||||||
| SHOP | OM&R | NNN | Non-Segment | Total | |||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||
| Rental income | $ | — | $ | 658,687 | $ | 464,651 | $ | — | $ | 1,123,338 | |||||||||||||||||||
| Resident fees and services | 2,476,436 | — | — | — | 2,476,436 | ||||||||||||||||||||||||
| Third-party capital management revenues | — | 1,954 | — | 11,066 | 13,020 | ||||||||||||||||||||||||
| Income from loans and investments | — | — | — | 4,606 | 4,606 | ||||||||||||||||||||||||
| Interest and other income | — | — | — | 19,809 | 19,809 | ||||||||||||||||||||||||
| Total revenues | $ | 2,476,436 | $ | 660,641 | $ | 464,651 | $ | 35,481 | $ | 3,637,209 | |||||||||||||||||||
| Total revenues | $ | 2,476,436 | $ | 660,641 | $ | 464,651 | $ | 35,481 | $ | 3,637,209 | |||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||
| Interest and other income | — | — | — | 19,809 | 19,809 | ||||||||||||||||||||||||
| Labor (1) | 1,042,311 | — | — | — | 1,042,311 | ||||||||||||||||||||||||
| Management fees | 127,122 | — | — | — | 127,122 | ||||||||||||||||||||||||
| Other segment expenses (2) | 675,297 | 224,703 | 11,623 | — | 911,623 | ||||||||||||||||||||||||
| Property-level operating expenses | 1,844,730 | 224,703 | 11,623 | — | 2,081,056 | ||||||||||||||||||||||||
| Third-party capital management expenses | — | — | — | 4,956 | 4,956 | ||||||||||||||||||||||||
| NOI | $ | 631,706 | $ | 435,938 | $ | 453,028 | $ | 10,716 | 1,531,388 | ||||||||||||||||||||
| Interest and other income | 19,809 | ||||||||||||||||||||||||||||
| Interest expense | (449,629) | ||||||||||||||||||||||||||||
| Depreciation and amortization | (944,371) | ||||||||||||||||||||||||||||
| General, administrative and professional fees | (121,556) | ||||||||||||||||||||||||||||
| Loss on extinguishment of debt, net | (672) | ||||||||||||||||||||||||||||
| Transaction, transition and restructuring costs | (16,143) | ||||||||||||||||||||||||||||
| Recovery of allowance on loans receivable and investments, net | 166 | ||||||||||||||||||||||||||||
| Shareholder relations matters | (15,751) | ||||||||||||||||||||||||||||
| Other expense | (10,729) | ||||||||||||||||||||||||||||
| Loss from unconsolidated entities | (5,406) | ||||||||||||||||||||||||||||
| Gain on real estate dispositions | 50,282 | ||||||||||||||||||||||||||||
| Income tax expense | (7,764) | ||||||||||||||||||||||||||||
| Net income | 29,624 | ||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interests | 5,306 | ||||||||||||||||||||||||||||
| Net income attributable to common stockholders | $ | 24,318 |
(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 focuses on monitoring revenues and NOI because a significant majority or all of the property-level operating expenses are recovered from the tenants.
| Table of Contents |
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