Ventas, Inc.

Ventas, Inc. is an S&P 500 company focused on delivering strong, sustainable shareholder returns by enabling exceptional environments that benefit a large and growing aging population. The company holds a portfolio that includes senior housing communities, outpatient medical buildings, research centers, hospitals and healthcare facilities located in North America and the United Kingdom. As of December 31, 2025, Ventas owned or had investments in 1,409 ¹ properties consisting of 1,374 ² properties in its reportable segments and 35 ³ properties held by unconsolidated real estate entities in its non-segment operations. The company operates through three reportable segments: senior housing operating portfolio (SHOP), outpatient medical and research portfolio (OM&R), and triple-net leased properties (NNN).

Ventas competes for investments in real estate with publicly traded, private and non-listed healthcare REITs, real estate partnerships, healthcare providers, healthcare lenders and other investors, including developers, banks, insurance companies, pension funds, government-sponsored entities and private equity firms, some of whom may have greater financial resources and lower costs of capital. The company's managers, tenants and borrowers typically compete on a local and regional basis with other organizations that provide comparable services. For the year ended December 31, 2025, the SHOP segment generated NOI of $1,184,064 ⁴ representing 49.4% ⁵ of total NOI, the OM&R segment generated NOI of $590,169 ⁶ representing 24.7% ⁷ of total NOI, and the NNN segment generated NOI of $588,073 ⁸ representing 24.6% ⁹ of total NOI.

Ventas generates revenue through three reportable segments. In the SHOP segment, the company owns and invests in senior housing communities and participates directly in the financial performance of the communities' operations, generally responsible for all operational costs, expenses and other liabilities, and typically engages third-party managers to operate the communities on its behalf. In the OM&R segment, the company primarily acquires, owns, develops, leases and manages outpatient medical buildings and research centers, leasing these properties to tenants under varying lease types that obligate the tenants to pay rent and may require the tenant to pay their proportionate share of some or all property-related expenses. In the NNN segment, the company invests in and owns senior housing communities, skilled nursing facilities, long-term acute care facilities, freestanding inpatient rehabilitation facilities and other healthcare facilities, leasing these properties to tenants under triple-net or absolute-net leases that obligate the tenants to pay all property-related expenses.

In the SHOP segment, as of December 31, 2025, Ventas engaged 39 ¹⁰ third-party managers to operate the 752 ¹¹ properties in this segment. The senior housing communities include independent living communities, assisted living communities, memory care communities and continuing care retirement communities. The company developed Ventas OI™, a proprietary data and analytics platform, to provide timely access to high-quality data that informs real-time decisions. For the year ended December 31, 2025, Atria Senior Living, Inc. managed properties representing 17.7% ¹² of total NOI and 194 ¹³ segment properties (14.1% ¹⁴ of segment properties), Sunrise Senior Living, LLC managed properties representing 6.8% ¹⁵ of total NOI and 98 ¹⁶ segment properties (7.1% ¹⁷ of segment properties), and Le Groupe Maurice managed properties representing 5.6% ¹⁸ of total NOI and 37 ¹⁹ segment properties (2.7% ²⁰ of segment properties). As of December 31, 2025, Ventas held a 34% ²¹ ownership interest in Atria.

In the OM&R segment, Ventas leases outpatient medical buildings and research centers to tenants under varying lease types. Through its Lillibridge subsidiary and its 50% ²² ownership interest in PMB Real Estate Services LLC, the company provides outpatient medical building and research center management, leasing, marketing, facility development and advisory services. In the NNN segment, for the year ended December 31, 2025, Brookdale Senior Living, Inc. represented 6.2% ²³ of total NOI and 77 ²⁴ segment properties (5.6% ²⁵ of segment properties), Kindred Healthcare, LLC represented 5.8% ²⁶ of total NOI and 31 ²⁷ segment properties (2.3% ²⁸ of segment properties), and Ardent Health Partners, LLC represented 6.4% ²⁹ of total NOI and 30 ³⁰ segment properties (2.2% ³¹ of segment properties). As of December 31, 2025, Ventas held warrants exercisable at any time prior to September 13, 2034, for 9.9% ³² of the common equity of a parent company of Kindred, and held an approximately 6.6% ³³ ownership interest in Ardent.

Significant operational developments during the period included the conversion of 42 ³⁴ Brookdale Conversion and Sale Communities to the SHOP segment during 2025, with 3 ³⁵ additional communities converted on January 1, 2026, and 2 ³⁶ communities sold during 2025, with 9 ³⁷ communities held for sale as of December 31, 2025. The company also entered into a new unsecured term loan due January 2031 and a delayed draw term loan facility subsequent to year-end. Ventas maintained an at-the-market equity offering program, with unsettled forward sales agreements outstanding as of December 31, 2025.

For the year ended December 31, 2025, total revenues were $4,648,810 ³⁸ compared to $4,514,838 ³⁹ in the prior year. Net income attributable to common stockholders was $1,020,654 ⁴⁰ compared to $1,016,684 ⁴¹ in the prior year. Diluted earnings per common share was $2.40 ⁴² compared to $2.42 ⁴³ in the prior year. Net operating income (NOI) was $2,393,054 ⁴⁴ for the year ended December 31, 2025.

A key growth vector is the SHOP segment, where Ventas focuses on delivering profitable organic growth in senior housing. The company leverages Ventas OI™, a proprietary data and analytics platform, to collect and assess data from a variety of sources, including proprietary data from senior housing operations and external data sources, supporting business models and automated dashboard reporting enabled by machine learning. This platform is used for investment and capital expenditure decisions and to engage managers to enhance the performance of communities.

Another growth vector is the VIM platform, through which Ventas partners with third-party institutional investors to invest in real estate through various joint ventures and other co-investment vehicles. The assets in the VIM business are primarily comprised of three platforms: the Ventas Fund, a state pension fund joint venture and a sovereign wealth fund joint venture. The Ventas Fund is a perpetual life vehicle focused on investments in core and core plus life science, outpatient medical and senior housing real estate in North America. The state pension fund joint venture is principally focused on investments in ground up development and value-added redevelopment of senior housing. The sovereign wealth fund joint venture is focused on university-based research and innovation development projects.

The filing does not contain specific margin or cost outlook figures for the upcoming period.

The filing does not contain specific operational outlook figures for the upcoming period.

The filing does not contain specific capital allocation figures for the upcoming period.

Headwinds and constraints include macroeconomic trends relating to labor costs, unemployment, inflation, interest rates and exchange rates, which may affect the company's business and financial results. Increased labor costs and a shortage of available skilled and unskilled workers may impact the company or its managers, tenants or borrowers. Rising interest rates may result in higher operating and incremental borrowing costs and may result in a decrease in the value of real estate and a decrease in cash flows and net income.

Additional headwinds include changes in the U.S. political and regulatory environment that could affect availability of government funding that the company or its managers, tenants or borrowers rely on, which could negatively impact the business. The company's tenants include universities, academic medical centers and other research institutions whose funding may be dependent on grants from government agencies such as the NIH. Other tenants such as LTACs, SNFs, IRFs and certain healthcare facilities may rely on reimbursement from Medicare and/or Medicaid.

A significant portion of revenues and operating income is dependent on a limited number of tenants and managers, including Ardent, Kindred, Atria, Sunrise and Le Groupe Maurice, with Ardent representing 6.4% ⁴⁵ of total NOI, Kindred representing 5.8% ⁴⁶ of total NOI, Atria managing properties representing 17.7% ⁴⁷ of total NOI, Sunrise managing 6.8% ⁴⁸ of total NOI, and Le Groupe Maurice managing 5.6% ⁴⁹ of total NOI for the year ended December 31, 2025. The company faces potential adverse consequences from the bankruptcy or insolvency of its managers, tenants, borrowers and other obligors, which could render certain rights and remedies unenforceable or delay the ability to pursue them. The company's operating assets in the SHOP segment expose it to various operational risks, liabilities and claims, as the company participates directly in the financial performance of the communities' operations and is ultimately responsible for all operational risks and other liabilities, other than those arising out of certain actions by managers such as gross negligence, fraud or willful misconduct. Changes in the U.S. political and regulatory environment could affect availability of government funding that the company or its managers, tenants or borrowers rely on, including NIH grants, Medicare and Medicaid reimbursement, which could negatively impact the business. The company is exposed to increases in interest rates, which could reduce profitability and adversely impact the ability to refinance existing debt, sell assets or engage in acquisition, investment, development and redevelopment activity.

Management's message emphasizes a strategy focused on delivering outsized value to stockholders by enabling exceptional environments that benefit a large and growing aging population. The key strategic priorities emphasized for the period ahead are: (1) delivering profitable organic growth in senior housing, (2) capturing value-creating external growth focused on senior housing, (3) generating strong cash flow throughout the portfolio of high-quality assets unified in meeting demographic demand and (4) maintaining financial strength, flexibility and liquidity. The objective is to generate reliable and growing cash flows from the portfolio, which enables the company to pay regular cash dividends to stockholders and creates opportunities to increase stockholder value.