Ventas, Inc.

Previous wording

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, among others, statements of expectations, beliefs, future plans and strategies, anticipated results from operations and developments and other matters that are not historical facts. Forward-looking statements include, among other things, statements regarding our and our officers’ intent, belief or expectation as identified by the use of words such as “assume,” “may,” “will,” “project,” “expect,” “believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,” “plan,” “potential,” “opportunity,” “estimate,” “could,” “would,” “should” and other comparable and derivative terms or the negatives thereof.

Current wording

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, among others, statements of expectations, beliefs, future plans and strategies, anticipated results from operations and developments and other matters that are not historical facts. Forward-looking statements include, among other things, statements regarding our and our officers’ intent, belief or expectation as identified by the use of phrases or words such as “assume,” “may,” “will,” “project,” “expect,” “believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,” “plan,” “line-of-sight,” “outlook,” “potential,” “opportunity,” “estimate,” “could,” “would,” “should” and other comparable and derivative terms or the negatives thereof.

Previous wording

Forward-looking statements are based on management’s beliefs as well as on a number of assumptions concerning future events. You should not put undue reliance on these forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements. We do not undertake a duty to update these forward-looking statements, which speak only as of the date on which they are made. We urge you to carefully review the disclosures we make concerning risks and uncertainties that may affect our business and future financial performance, including those made below and in our filings with the Securities and Exchange Commission, such as in the sections titled “Cautionary Statements — Summary Risk Factors,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024 and our subsequent Quarterly Reports on Form 10-Q.

Current wording

Forward-looking statements are based on management’s beliefs as well as on a number of assumptions concerning future events. You should not put undue reliance on these forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements. We do not undertake a duty to update these forward-looking statements, which speak only as of the date on which they are made. We urge you to carefully review the disclosures we make concerning risks and uncertainties that may affect our business and future financial performance, including those made below and in our filings with the Securities and Exchange Commission, such as in the sections titled “Cautionary Statements — Summary Risk Factors,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024, this Quarterly Report on Form 10-Q and our Current Reports on Form 8-K as we file them with the Securities and Exchange Commission.

Previous wording

Certain factors that could affect our future results and our ability to achieve our stated goals include, but are not limited to: (a) our exposure and the exposure of our managers, tenants and borrowers to complex and evolving governmental policy, laws and regulations, including relating to healthcare, data privacy, cybersecurity and environmental matters, the impact of such policies, laws and regulations on our and our managers’, tenants’ international trade and borrowers’ business and the challenges and expense associated with complying with such policies, laws and regulations; (b) the impact of market, macroeconomic, general economic conditions and fiscal policy on us, our managers, tenants and borrowers and in areas in which our properties are geographically concentrated, including changes in or elevated inflation, interest rates and exchange rates, labor market dynamics and rises in unemployment, tightening of lending standards and reduced availability of credit or capital, events that affect consumer confidence, our occupancy rates and resident fee revenues, and the actual and perceived state of the real estate markets and public and private capital markets; (c) the potential for significant general and commercial claims, legal actions, investigations, regulatory proceedings and enforcement actions that could subject us or our managers, tenants or borrowers to increased operating costs, uninsured liabilities, including fines and other penalties, reputational harm or significant operational limitations, including the loss or suspension of or moratoriums on accreditations, licenses or certificates of need, suspension of or nonpayment for new admissions, denial of reimbursement, suspension, decertification or exclusion from federal, state or foreign healthcare programs or the closure of facilities or communities; (d) our reliance on third-party managers and tenants to operate or exert substantial control over properties they manage for, or rent from, us, which limits our control and influence over such properties, their operations and their performance; (e) our reliance and the reliance of our managers, tenants and borrowers on the financial, credit and capital markets and the risk that those markets may be disrupted or become constrained; (f) our ability, and the ability of our managers, tenants and borrowers, to navigate the trends impacting our or their businesses and the industries in which we or they operate, including their ability to respond to the impact of the U.S. political environment on government funding and reimbursement programs, and the financial condition or business prospect of our managers, tenants and borrowers; (g) our ability to achieve the anticipated benefits and synergies from, and effectively integrate, our completed or anticipated acquisitions and investments; (h) the risk of bankruptcy, inability to obtain benefits from governmental programs, insolvency or financial deterioration of our managers, tenants, borrowers …

Excerpt shortened here; the source contains the full paragraph.

Current wording

Certain factors that could affect our future results and our ability to achieve our stated goals include, but are not limited to: (a) our exposure and the exposure of our managers, tenants and borrowers to complex and evolving governmental policy, laws and regulations, including relating to healthcare, data privacy, cybersecurity, international trade and environmental matters, the impact of such policies, laws and regulations on our and our managers’, tenants’ and borrowers’ business and the challenges and expense associated with complying with such policies, laws and regulations; (b) the impact of market, macroeconomic, general economic conditions and fiscal policy on us, our managers, tenants and borrowers and in areas in which our properties are geographically concentrated, including changes in or elevated inflation, interest rates and exchange rates, labor market dynamics and rises in unemployment, tightening of lending standards and reduced availability of credit or capital, events that affect consumer confidence, our occupancy rates and resident fee revenues, and the actual and perceived state of the real estate markets and public and private capital markets; (c) the potential for significant general and commercial claims, legal actions, investigations, regulatory proceedings and enforcement actions that could subject us or our managers, tenants or borrowers to increased operating costs, uninsured liabilities, including fines and other penalties, reputational harm or significant operational limitations, including the loss or suspension of or moratoriums on accreditations, licenses or certificates of need, suspension of or nonpayment for new admissions, denial of reimbursement, suspension, decertification or exclusion from federal, state or foreign healthcare programs or the closure of facilities or communities; (d) our reliance on third-party managers and tenants to operate or exert substantial control over properties they manage for, or rent from, us, which limits our control and influence over such properties, their operations and their performance; (e) our reliance and the reliance of our managers, tenants and borrowers on the financial, credit and capital markets and the risk that those markets may be disrupted or become constrained; (f) our ability, and the ability of our managers, tenants and borrowers, to navigate the trends impacting our or their businesses and the industries in which we or they operate, including their ability to respond to the impact of the U.S. political environment on government funding and reimbursement programs, and the financial condition or business prospect of our managers, tenants and borrowers; (g) our ability to achieve the anticipated benefits and synergies from, and effectively integrate, our completed or anticipated acquisitions and investments; (h) the risk of bankruptcy, inability to obtain benefits from governmental programs, insolvency or financial deterioration of our managers, tenants borrowers …

Excerpt shortened here; the source contains the full paragraph.

Previous wording

Ventas, Inc. 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 June 30, 2025, we owned or had investments in 1,395 properties consisting of 1,357 properties in our reportable business segments (“Segment Properties”) and 38 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.

Current wording

Ventas, Inc. 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.

Previous wording

The following table summarizes information for our portfolio for the six months ended June 30, 2025 (dollars in thousands):

Current wording

The following table summarizes information for our portfolio for the nine months ended September 30, 2025 (dollars in thousands):

Previous wording

See “Risk Factors” in Part I, Item 1A of the 2024 Annual Report for additional discussion of risks affecting our business.

Current wording

See “Risk Factors” in Part I, Item 1A of our 2024 Annual Report for additional discussion of risks affecting our business.

Previous wording

•During the six months ended June 30, 2025, we acquired 23 senior housing communities reported within our SHOP segment for an aggregate purchase price of $961.5 million.

Current wording

•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.

Previous wording

•During the six months ended June 30, 2025, we sold one senior housing community in our SHOP segment and 10 properties in our NNN segment for aggregate consideration of $159.0 million and recognized $13.2 million gain on real estate disposition.

Current wording

•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 $14.4 million gain on real estate disposition.

Previous wording

•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. In addition, interest income from the sales-type lease receivable will be recognized over the remaining lease term.

Current wording

•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.

Previous wording

•In July 2025, we acquired five senior housing communities reported within our SHOP segment for an aggregate purchase price of $147.7 million.

Current wording

•In October 2025, we acquired six senior housing communities reported in our SHOP segment for an aggregate purchase price of $161.4 million.

Previous wording

•As of June 30, 2025, we had $4.7 billion in liquidity, including approximately $3.5 billion of availability under our unsecured revolving credit facility, $614.2 million of cash and cash equivalents on hand, and $633.0 million of net proceeds available from unsettled equity forward sales agreements, partially offset by $17.6 million in amounts outstanding under our uncommitted line for standby letters of credit.

Current wording

•As of September 30, 2025, we had $4.1 billion in liquidity, including approximately $3.5 billion of availability under our unsecured revolving credit facility, $188.6 million of cash and cash equivalents on hand and $417.9 million of estimated proceeds available under unsettled equity forward sales agreements, calculated using the forward price, net of fees, partially offset by $18.3 million in amounts outstanding under our uncommitted line for standby letters of credit.

Previous wording

•For the six months ended June 30, 2025, we entered into an aggregate $200.0 million notional amount of 10-year treasury locks to hedge interest rate risk on future debt issuances. The aggregate $200.0 million notional amount of treasury locks have a blended rate of 4.2%.

Current wording

•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%.

Previous wording

•As of June 30, 2025, the remaining amount available under the ATM Program for future sales of common stock was $2.0 billion.

Current wording

•As of September 30, 2025, the remaining amount available under the ATM Program for future sales of common stock was $1.3 billion.

Previous wording

•Year to date through July 30, 2025, the Company entered into equity forward sales agreements under the ATM Program for 24.1 million shares of common stock with gross proceeds of $1.6 billion, of which 11.1 million shares or $722.2 million of gross proceeds remained outstanding as of July 30, 2025.

Current wording

•Year to date through October 30, 2025, the Company entered into equity forward sales agreements under the ATM Program for 35.2 million shares of common stock with gross proceeds of $2.4 billion, of which 7.3 million shares or $481.1 million of gross proceeds remained unsettled as of October 30, 2025.

Previous wording

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

Current wording

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

Previous wording

•During the six months ended June 30, 2025, the Ventas Fund, an equity method investee, acquired one senior housing community and two outpatient medical buildings for an aggregate purchase price of $109.0 million.

Current wording

•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.

Previous wording

•During the six months ended June 30, 2025, we transitioned 11 senior housing communities located in the United Kingdom within our NNN segment to our SHOP segment. Our SHOP operations in the UK are subject to a variety of UK laws and regulations, including laws and regulations related to quality of care, licensure, government reimbursement, fraud and abuse and data privacy.

Current wording

•During the nine months ended September 30, 2025, we transitioned 11 senior housing communities located in the United Kingdom within our NNN segment to our SHOP segment. Our SHOP operations in the UK are subject to a variety of UK laws and regulations, including laws and regulations related to quality of care, licensure, government reimbursement, fraud and abuse and data privacy.

Previous wording

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. Early adoption is permitted. We do not expect to early adopt, expect to include additional required disclosures in our 2025 annual report on Form 10-K and are continuing to evaluate the impacts.

Current wording

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.

Previous wording

The increase in our SHOP segment NOI for the three months ended June 30, 2025 compared to the same period in 2024 was primarily driven by revenue growth due to increase in average occupancy, revenue per occupied room and more properties as a result of net acquisitions, partially offset by higher property-level operating expenses due to more assets, higher occupancy and inflationary increases.

Current wording

The increase in our SHOP segment NOI for the three months ended September 30, 2025 compared to the same period in 2024 was primarily driven by revenue growth due to increase in average occupancy, revenue per occupied room and more properties as a result of acquisitions, partially offset by higher property-level operating expenses due to more assets, higher occupancy and inflationary increases.

Previous wording

The following table compares results of operations for our 506 Same-Store SHOP communities (dollars in thousands). See “Non-GAAP Financial Measures—NOI” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure regarding Same-Store NOI for each of our reportable business segments.

Current wording

The following table compares results of operations for our 520 Same-Store SHOP communities (dollars in thousands). See “Non-GAAP Financial Measures—NOI” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure regarding Same-Store NOI for each of our reportable business segments.

Previous wording

The following table summarizes results of operations in our OM&R segment as of June 30, 2025 (dollars in thousands). For properties in our OM&R segment, occupancy generally reflects occupied square footage divided by net rentable square footage as of the end of the reporting period.

Current wording

The following table summarizes results of operations in our OM&R segment for the three months ended September 30, 2025 (dollars in thousands). For properties in our OM&R segment, occupancy generally reflects occupied square footage divided by net rentable square footage as of the end of the reporting period.

Previous wording

The $0.7 million increase in our OM&R segment NOI for the six months ended June 30, 2025 compared to the same period in 2024 was primarily due to new leasing activity, high tenant retention and a development project placed in service, partially offset by higher property-level operating expenses and dispositions.

Current wording

The $3.6 million increase in our OM&R segment NOI for the three months ended September 30, 2025 compared to the same period in 2024 was primarily due to new leasing activity, high tenant retention and additional NOI from a development project placed into service, partially offset by higher property-level operating expenses and dispositions.

Previous wording

The $1.4 million increase in our Same-Store OM&R segment NOI for the three months ended June 30, 2025 compared to the same period in 2024 is primarily due to higher occupancy driven by new leasing activity and high tenant retention, partially offset by higher property-level operating expenses.

Current wording

The $3.1 million increase in our Same-Store OM&R segment NOI for the three months ended September 30, 2025 compared to the same period in 2024 is primarily due to higher occupancy driven by new leasing activity and high tenant retention, partially offset by higher property-level operating expenses.

Previous wording

The $1.7 million decrease in our NNN segment NOI for the three months ended June 30, 2025 compared to the same period in 2024 was primarily driven by a $6.7 million decrease in rental income from senior housing communities that converted to our SHOP segment and a $3.9 million decrease from dispositions and lease expirations, partially offset by a $4.6 million increase from acquisitions and a $4.3 million net increase in contractual rent escalators and timing of rent collection.

Current wording

The $6.1 million increase in our NNN segment NOI for the three months ended September 30, 2025 compared to the same period in 2024 was primarily driven by a $14.6 million increase in rental income primarily due to the net non-cash revenue impact of changed revenue recognition from cash to straight-line related to a senior housing triple-net tenant and a $3.7 million increase in rental income from acquisitions in the third quarter of 2024, partially offset by a $8.2 million decrease in rental income from dispositions and a $5.8 million decrease in rental income from senior housing communities that converted to our SHOP segment.

Previous wording

Occupancy rates may affect the profitability of our tenants’ operations. For senior housing communities and post-acute properties in our NNN segment, occupancy generally reflects average operator-reported unit and bed occupancy, respectively, for the reporting period. Because triple-net financials are delivered to us following the reporting period, occupancy is reported in arrears. The following table sets forth average continuing occupancy rates for the trailing 12 months ended December 31, 2024 and 2023 related to the triple-net leased properties we owned at June 30, 2025 and 2024, respectively. The table excludes non-stabilized properties, certain properties for which we do not receive occupancy information and properties acquired or properties that transitioned operators for which we do not have a full quarter of occupancy results.

Current wording

Occupancy rates may affect the profitability of our tenants’ operations. For senior housing communities and post-acute properties in our NNN segment, occupancy generally reflects average operator-reported unit and bed occupancy, respectively, for the reporting period. Because triple-net occupancy reporting is delivered to us following the reporting period, occupancy is reported in arrears. The following table sets forth average continuing occupancy rates for the trailing 12 months ended June 30, 2025 and 2024 related to the triple-net leased properties we owned and that were included in our NNN segment at September 30, 2025 and 2024, respectively. The table excludes (i) properties classified as held for sale, (ii) non-stabilized properties, (iii) certain properties for which we do not receive occupancy information and (iv) properties acquired or properties that transitioned operators for which we do not have a full quarter of occupancy results.

Previous wording

The following table compares results of operations for our 249 Same-Store NNN properties (dollars in thousands):

Current wording

The following table compares results of operations for our 195 Same-Store NNN properties (dollars in thousands):

Previous wording

The increase in our Same-Store NNN segment rental income for the three months ended June 30, 2025 compared to the same period in 2024 was attributable primarily to a net increase in contractual rent escalators and timing of rent collection.

Current wording

The increase in our Same-Store NNN segment rental income for the three months ended September 30, 2025 compared to the same period in 2024 was attributable primarily to a $14.6 million increase in rental income primarily as a result of the reversal of straight-line rent reserve.

Previous wording

Non-segment NOI 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. The $3.1 million increase in non-segment NOI for the three months ended June 30, 2025 compared to the same period in 2024 was primarily due to interest income from a secured loan receivable made in September 2024.

Current wording

Non-segment NOI 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. The $3.7 million increase in non-segment NOI for the three months ended September 30, 2025 compared to the same period in 2024 was primarily due to a $2.6 million increase in interest income from a secured loan receivable made in September 2024 and a $1.3 million increase in interest income from a sales-type lease receivable made in June 2025.

Previous wording

The $1.0 million increase in Interest and other income for the three months ended June 30, 2025 compared to the same period in 2024 was primarily due to higher construction management fee income, partially offset by a decrease in overall cash and cash equivalents invested in short-term money market funds.

Current wording

The $4.0 million decrease in Interest and other income for the three months ended September 30, 2025 compared to the same period in 2024 was primarily due to a decrease in overall cash and cash equivalents invested in short-term money market funds.

Previous wording

The $1.0 million increase in Interest expense, net of capitalized interest, for the three months ended June 30, 2025 compared to the same period in 2024 was driven primarily by higher rates, partially offset by a reduction in overall debt balance. Our weighted average effective interest rate was 4.55% and 4.43% for the three months ended June 30, 2025 and 2024, respectively. Our weighted average debt outstanding was $13.0 billion and $13.3 billion for the three months ended June 30, 2025 and 2024, respectively.

Current wording

The $7.7 million increase in Interest expense, net of capitalized interest, for the three months ended September 30, 2025 compared to the same period in 2024 was driven primarily by higher rates, partially offset by a reduction in overall debt balance. Our weighted average effective interest rate was 4.59% and 4.44% for the three months ended September 30, 2025 and 2024, respectively. Our weighted average debt outstanding was $13.3 billion and $13.4 billion for the three months ended September 30, 2025 and 2024, respectively.

Previous wording

The $7.9 million increase in Depreciation and amortization expense for the three months ended June 30, 2025 compared to the same period in 2024 was primarily due to a $44.6 million increase from a net increase in depreciable real estate assets, partially offset by a $28.1 million decrease in amortization related to intangible assets that were fully amortized and a $9.1 million decrease in impairments.

Current wording

The $52.9 million increase in Depreciation and amortization expense for the three months ended September 30, 2025 compared to the same period in 2024 was primarily due to a $51.0 million increase from a net increase in depreciable real estate assets and a $10.0 million increase in impairments, partially offset by a $8.9 million decrease in amortization related to intangible assets that were fully amortized.

Previous wording

The $5.1 million increase in General, administrative and professional fees for the three months ended June 30, 2025 compared to the same period in 2024 was primarily due to our expanded employee base consistent with enterprise growth and inflationary increases.

Current wording

The $5.3 million increase in General, administrative and professional fees for the three months ended September 30, 2025 compared to the same period in 2024 was primarily due to our expanded employee base consistent with enterprise growth and inflationary increases.

Previous wording

Loss on extinguishment of debt, net for the three months ended June 30, 2025 compared to the same period in 2024 was relatively consistent.

Current wording

Loss on extinguishment of debt, net for the three months ended September 30, 2025 compared to the same period in 2024 was insignificant.

Previous wording

The $1.7 million increase in Transaction, transition and restructuring costs for the three months ended June 30, 2025 compared to the same period in 2024 was primarily due to increased business model conversion costs.

Current wording

The $3.1 million decrease in Transaction, transition and restructuring costs for the three months ended September 30, 2025 compared to the same period in 2024 was primarily due to decreased business model conversion costs and higher costs incurred in connection with lease amendments in 2024.

Previous wording

Recovery of allowance on loans receivable and investments, net for the three months ended June 30, 2025 compared to the same period in 2024 was relatively consistent.

Current wording

Recovery of allowance on loans receivable and investments, net for the three months ended September 30, 2025 compared to the same period in 2024 was insignificant.

Previous wording

For the three months ended June 30, 2025, we sold 10 properties for a $13.2 million gain and entered into a sales-type lease which resulted in a gain of $20.8 million. For the three months ended June 30, 2024, we sold 32 properties for a gain of $49.7 million.

Current wording

For the three months ended September 30, 2025, we sold four properties for a $1.3 million gain. For the three months ended September 30, 2024, we sold four properties for a gain of $0.3 million.

Previous wording

The $3.9 million income tax expense for the three months ended June 30, 2025 is primarily due to certain of our TRS entities incurring tax expense as a result of interest expense in excess of certain deduction thresholds, partially offset by the reversal of valuation allowances recorded against the net deferred tax assets of certain of our TRS entities. The $7.8 million income tax expense for the three months ended June 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.

Current wording

The $6.3 million income tax benefit for the three 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 $3.0 million income tax expense for the three 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.

Previous wording

The table below shows our results of operations for the six months ended June 30, 2025 and 2024 and the effect of changes in those results from period to period on our Net income attributable to common stockholders (dollars in thousands):

Current wording

The table below shows our results of operations for the nine months ended September 30, 2025 and 2024 and the effect of changes in those results from period to period on our Net income attributable to common stockholders (dollars in thousands):

Previous wording

The increase in our SHOP segment NOI for the six months ended June 30, 2025 compared to the same period in 2024 was primarily driven by revenue growth due to increase in average occupancy, revenue per occupied room and more properties as a result of net acquisitions, partially offset by higher property-level operating expenses due to more assets, higher occupancy and inflationary increases.

Current wording

The increase in our SHOP segment NOI for the nine months ended September 30, 2025 compared to the same period in 2024 was primarily driven by revenue growth due to increase in average occupancy, revenue per occupied room and more properties as a result of net acquisitions, partially offset by higher property-level operating expenses due to more assets, higher occupancy and inflationary increases.

Previous wording

The following table compares results of operations for our 502 Same-Store SHOP communities (dollars in thousands). See “Non-GAAP Financial Measures—NOI” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure regarding Same-Store NOI for each of our reportable business segments.

Current wording

The following table compares results of operations for our 495 Same-Store SHOP communities (dollars in thousands). See “Non-GAAP Financial Measures—NOI” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure regarding Same-Store NOI for each of our reportable business segments.