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Cover and table of contents

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2026
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM____________TO____________

Commission file number: 001-10989

Ventas, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware61-1055020
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)

300 North LaSalle Street, Suite 1600

Chicago, Illinois 60654

(Address of Principal Executive Offices)

(877) 483-6827

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading SymbolName of Exchange on Which Registered
Common Stock $0.25 par valueVTRNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐
Smaller reporting company☐Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 28, 2026, there were 512,946,359 shares of the registrant’s common stock outstanding.

Table of Contents

VENTAS, INC.

FORM 10-Q

INDEX

Page
PART I—FINANCIAL INFORMATION
Item 1.Consolidated Financial Statements (Unaudited)1
Consolidated Balance Sheets as of June 30, 2026 and December 31, 20251
Consolidated Statements of Income for the Three and Six Months Ended June 30, 2026 and 20252
Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2026 and 20253
Consolidated Statements of Equity for the Three and Six Months Ended June 30, 2026 and 20254
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 20256
Notes to Consolidated Financial Statements8
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations31
Item 3.Quantitative and Qualitative Disclosures About Market Risk60
Item 4.Controls and Procedures63
PART II—OTHER INFORMATION
Item 1.Legal Proceedings64
Item 1A.Risk Factors64
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds64
Item 3.Defaults Upon Senior Securities64
Item 4.Mine Safety Disclosures64
Item 5.Other Information65
Item 6.Exhibits66
Table of Contents

PART I—FINANCIAL INFORMATION

Next: Item 1. CONSOLIDATED FINANCIAL STATEMENTS