Ventas, Inc.
For the period ended Jun 30, 2026. Filed Jul 30, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Jul 30, 2026
VTR$88.75-0.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-04-28.
0000740260-26-000018
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-07-30.
0000740260-26-000024
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 174 previous paragraphs and 217 current paragraphs.
110 unchanged; 57 reworded; 34 added; 6 removed; 1 previous and 16 current paragraphs rearranged.
Tables are not compared: 21 previous and 34 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (34)
Current report
In July 2026, we completed an internal corporate reorganization (the “Reorganization”) into a holding company structure commonly referred to as an umbrella partnership real estate investment trust (“UPREIT”). As part of the Reorganization, Ventas OP LLC (the “Operating Company”) became the sole direct subsidiary of Ventas, Inc. and all other subsidiaries previously held directly by Ventas, Inc. became indirect wholly-owned subsidiaries of Ventas, Inc. As a result, we now own substantially all of our assets and conduct substantially all of our business through our Operating Company. The day-to-day management of our business remains exclusively controlled by Ventas, Inc. and the completion of the Reorganization did not result in any changes to our consolidated financial condition, results of operations or how we operate our business through our reportable segments. Accordingly, the Reorganization did not impact our current and historical financial statements.
Current report
In connection with the Reorganization, Ventas Realty, Limited Partnership (“VRLP”) was recapitalized as reflected in the Second Amended and Restated Agreement of Limited Partnership of VRLP (“VRLP Limited Partnership Agreement”) attached to this Quarterly Report on Form 10-Q as Exhibit 10. Following the recapitalization, the Operating Company holds all of VRLP’s limited partnership interests and Ventas Inc. remains VRLP’s sole general partner. The foregoing description of the VRLP Limited Partnership Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the VRLP Limited Partnership Agreement, which is incorporated herein by reference.
Current report
•In our SHOP segment, in July 2026, we acquired 2 senior housing communities, for an aggregate purchase price of $142.2 million.
Current report
•In May 2026, we increased the amount that VRLP may issue from time to time under its commercial paper program from a maximum aggregate amount outstanding at any time of $2.0 billion to $2.5 billion. Other than the increase in the program’s maximum capacity, the other terms of the commercial paper program remained unchanged.
Current report
•In June 2026, we settled the outstanding aggregate principal amount of $856.1 million of the exchangeable notes in cash and the conversion premium by issuing 5.9 million of Ventas common stock.
Current report
•During the six months ended June 30, 2026, we used the proceeds from a new mortgage loan with a principal amount of C$92.0 million ($67.4 million) maturing in February 2031 to refinance an existing mortgage loan with a principal amount of C$87.1 million ($63.8 million).
Current report
•During the three months ended June 30, 2026, in connection with certain of our senior housing acquisitions, we incurred $333.7 million of mortgage loans with maturities ranging from August 2029 to May 2031.
Current report
•In June 2026, we amended the existing leases for all long-term acute care hospital properties leased to Kindred to, among other things, extend the term for all properties to April 30, 2039 at the existing cash base rent and substantially the same cash base rent annual escalation of 2.75% and include all Kindred-operated properties into one amended master lease (the “Kindred Master Lease”). Additionally, in connection with a refinancing of Scion intended to streamline its capital structure and reduce its debt balance, we originated a six-year, interest-only senior secured loan to Scion, with an initial principal amount of $300.0 million and an effective interest rate of 10.7% per annum. We also entered into an amendment to our existing Scion Warrants to, among other things, reduce the exercise price and extend the warrant term to 10 years.
Current report
Income tax benefit (expense)
Current report
Six Months Ended June 30, 2026 and 2025
Current report
NOI—SHOP Segment
Current report
The following table summarizes results of operations in our SHOP segment for the six months ended June 30, 2026 (dollars in thousands):
Current report
NOI—OM&R Segment
Current report
NOI— NNN Segment
Current report
NOI—Non-Segment
Current report
The $1.7 million increase in non-segment NOI for the six months ended June 30, 2026 compared to the same period in 2025 was primarily due to interest income from a new secured loan investment.
Current report
Corporate Results
Current report
Interest and other income
Current report
Interest expense
Current report
The $16.5 million increase in Interest expense, net of capitalized interest for the six months ended June 30, 2026 compared to the same period in 2025 was driven primarily by higher rates and a higher overall debt balance. Our weighted average effective interest rate was 4.59% and 4.51% for the six months ended June 30, 2026 and 2025, respectively. Our weighted average debt outstanding was $13.4 billion and $13.1 billion for the six months ended June 30, 2026 and 2025, respectively. Total debt decreased from $13.0 billion as of December 31,2025 to $12.7 billion as of June 30, 2026.
Current report
Depreciation and amortization
Current report
The $120.9 million increase in Depreciation and amortization expense for the six months ended June 30, 2026 compared to the same period in 2025 was primarily due to $118.8 million associated with recent acquisition activities in 2026 compared to 2025.
Current report
General, administrative and professional fees
Current report
The $13.7 million increase in General, administrative and professional fees for the six months ended June 30, 2026 compared to the same period in 2025 was primarily due to an increase in investments and strategic initiatives and to scale our employee base in support of our growing enterprise.
Current report
Transaction, transition and restructuring costs
Current report
The $9.5 million increase in Transaction, transition and restructuring costs for the six months ended June 30, 2026 compared to the same period in 2025 was primarily due to a $6.4 million increase in transaction costs.
Current report
Other expense
Current report
Loss from unconsolidated entities
Current report
Gain on real estate dispositions
Current report
For the six months ended June 30, 2026, we sold 15 properties for a gain of $15.2 million. For the six months ended June 30, 2025, we sold 11 properties for a gain of $13.2 million and entered into a sales-type lease which resulted in a gain of $20.8 million.
Current report
(1)Includes financial impact from leasing and loan agreements with Kindred.
Current report
During the six months ended June 30, 2026, we used the proceeds from a new mortgage loan with a principal amount of C$92.0 million ($67.4 million) maturing in February 2031 to refinance an existing mortgage loan with a principal amount of C$87.1 million ($63.8 million).
Current report
During the three months ended June 30, 2026, in connection with certain of our senior housing acquisitions, we incurred $333.7 million of mortgage loans with maturities ranging from August 2029 to May 2031.
Current report
Equity Forward Sales Agreements
Removed paragraphs (6)
Previous report
•In our SHOP segment, in April 2026, we acquired two senior housing communities for an aggregate purchase price of $59.0 million; and through a subsidiary in which we hold a 75% controlling interest, we acquired 11 senior housing communities for an aggregate purchase price of $540.0 million.
Previous report
•During the three months ended March 31, 2026, we refinanced a CAD $92.0 million ($67.4 million) mortgage loan with new maturity in February 2031 and repaid a mortgage with principal amount of CAD $87.1 million ($63.8 million).
Previous report
nm - not meaningful
Previous report
(2)Certain figures have been updated to reflect order of significance.
Previous report
The Exchangeable Notes are currently exchangeable at an exchange rate of 18.2936 shares of our common stock per $1,000 principal amount of Exchangeable Notes (equivalent to an exchange price of approximately $54.66 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 elected to deliver shares of common stock in respect of the remainder, if any, of its exchange obligation in excess of the aggregate principal amount of the Exchangeable Notes being exchanged. As of 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.
Previous report
During the three months ended March 31, 2026, we refinanced a CAD $92.0 million ($67.4 million) mortgage loan with new maturity in February 2031 and repaid a mortgage with principal amount of CAD $87.1 million ($63.8 million).
Reworded paragraphs (57)
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, artificial intelligence, 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 and general economic conditions 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, and the actual and perceived state of the real estate markets and public and private capital markets; (c) 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; (d) our ability to achieve the anticipated benefits and synergies from, and effectively integrate, our completed or anticipated acquisitions and investments; (e) our ability to identify and consummate future investments in healthcare assets and effectively manage our portfolio opportunities and our investments in co-investment vehicles, joint ventures and minority interests; (f) 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; (g) our reliance on third-party managers and tenants to operate or exert substantial control over properties they manage for, or lease from, us, which limits our control and influence over such properties, their operations and their performance; (h) 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 disrupt…
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, artificial intelligence, 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 and general economic conditions 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, and the actual and perceived state of the real estate markets and public and private capital markets; (c) 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; (d) our ability to achieve the anticipated benefits and synergies from, and effectively integrate, our completed or anticipated acquisitions and investments; (e) our ability to identify and consummate future investments in healthcare assets and effectively manage our portfolio opportunities and our investments in co-investment vehicles, joint ventures and minority interests; (f) 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; (g) our reliance on third-party managers and tenants to operate or exert substantial control over properties they manage for, or lease from, us, which limits our control and influence over such properties, their operations and their performance; (h) 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 disrupt…
Excerpt shortened here; the source contains the full paragraph.
Previous wording
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. 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 March 31, 2026, we owned or had investments in 1,425 properties consisting of 1,390 properties in our reportable segments (“Segment Properties”) and 35 properties held by unconsolidated real estate entities in our non-segment operations. We are headquartered in Chicago, Illinois with additional corporate offices in Louisville, Kentucky and New York, New York.
Current wording
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. 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, 2026, we owned or had investments in 1,456 properties consisting of 1,420 properties in our reportable segments (“Segment Properties”) and 36 properties held by unconsolidated real estate entities in our non-segment operations. We are headquartered in Chicago, Illinois with additional corporate offices in Louisville, Kentucky and New York, New York.
Previous wording
The following table summarizes information for our portfolio for the three months ended March 31, 2026 (dollars in thousands):
Current wording
The following table summarizes information for our portfolio for the six months ended June 30, 2026 (dollars in thousands):
Previous wording
For nearly three decades, Ventas has pursued a strategy focused on delivering outsized value to stockholders and other key stakeholders by enabling exceptional environments that benefit a large and growing aging population. Working with industry-leading care providers, partners and research and medical institutions, our collaborative and experienced team is focused on achieving consistent, superior total returns through: (1)
Current wording
For nearly three decades, Ventas has pursued a strategy focused on delivering outsized value to stockholders and other key stakeholders by enabling exceptional environments that benefit a large and growing aging population. Working with industry-leading care providers, partners and research and medical institutions, our collaborative and experienced team is focused on achieving consistent, superior total returns through: (1) delivering profitable organic growth in senior housing, (2) capturing value-creating external growth focused on senior housing, (3) generating strong cash flow throughout our portfolio of high-quality assets unified in meeting demographic demand and (4) maintaining financial strength, flexibility and liquidity.
Previous wording
•In our SHOP segment, during the three months ended March 31, 2026, we acquired 29 senior housing communities for an aggregate purchase price of $1.0 billion.
Current wording
•In our SHOP segment, during the six months ended June 30, 2026, we acquired 61 senior housing communities for an aggregate purchase price of $2.8 billion.
Previous wording
•During the three months ended March 31, 2026, we sold one senior housing community in our SHOP segment, one property in our OM&R segment and 10 properties in our NNN segment formerly leased to Brookdale Senior Living (“Brookdale”), for aggregate consideration of $47.1 million and recognized $15.0 million in Gain on real estate dispositions in our Consolidated Statements of Income.
Current wording
•During the six months ended June 30, 2026, we sold three senior housing communities in our SHOP segment, two properties in our OM&R segment and 10 properties in our NNN segment formerly leased to Brookdale Senior Living (“Brookdale”), for aggregate consideration of $52.6 million and recognized $15.2 million in Gain on real estate dispositions in our Consolidated Statements of Income.
Previous wording
•As of March 31, 2026, we had $5.5 billion in liquidity, including approximately $3.5 billion of availability under our unsecured revolving credit facility, $550 million of undrawn capacity on the delayed draw term loan, $183.6 million of cash and cash equivalents on hand, and $1.4 billion of estimated proceeds available under unsettled equity forward sales agreements, calculated using the forward price, net of fees, partially offset by $65.0 million in borrowings outstanding under our commercial paper program and $18.6 million outstanding under our uncommitted line for standby letters of credit.
Current wording
•As of June 30, 2026, we had $4.9 billion in liquidity, including approximately $3.5 billion of availability under our unsecured revolving credit facility, $199.0 million of cash and cash equivalents on hand, and $1.5 billion of estimated proceeds available under unsettled equity forward sales agreements, calculated using the forward price, net of fees, partially offset by $265.0 million in borrowings outstanding under our commercial paper program and $28.2 million outstanding under our uncommitted line for standby letters of credit.
Previous wording
•During the three months ended March 31, 2026, we amended our $500 million unsecured term loan to, among other things, extend the maturity to January 2031, increase the principal amount to $700 million and establish a $550 million unsecured delayed draw term loan which, as of March 31, 2026, remained undrawn. In connection with the amendment, we also repaid in full our $200 million unsecured term loan due February 2027.
Current wording
•In January 2026, VRLP amended the existing $500 million unsecured term loan due June 2027 to, among other things, extend the maturity to January 2031 and increase the aggregate principal borrowings to up to $1.25 billion. In connection with the amendment, VRLP also repaid in full a $200 million unsecured term loan due February 2027. As of June 30, 2026, aggregate principal of $1.25 billion was outstanding.
Previous wording
In January 2026, we repaid $500.0 million aggregate principal amount of 4.13% Senior Notes due 2026.
Current wording
•In January 2026, we repaid $500.0 million aggregate principal amount of 4.125% Senior Notes due 2026.
Previous wording
• In February 2026, we amended our existing ATM Program, such that the aggregate gross sales price of common stock available for issuance under the ATM Program immediately following the amendment was $2.5 billion.
Current wording
•In May 2026, we amended the existing ATM Program such that the aggregate gross sales price of common stock available for issuance increased from $2.5 billion to $3.0 billion.
Previous wording
•During the three months ended March 31, 2026, we entered into equity forward sales agreements under the ATM Program for 13.8 million shares of our common stock for gross proceeds of $1.2 billion, representing an average price of $84.62 per share. During the three months ended March 31, 2026, we settled 10.6 million shares of common stock under outstanding equity forward sales agreements entered into under the ATM Program for net cash proceeds of $800.0 million.
Current wording
•During the three months ended June 30, 2026, we entered into equity forward sales agreements under the ATM Program for 20.9 million shares of our common stock for gross proceeds of $1.8 billion, representing an average price of $86.94 per share. During the three months ended June 30, 2026, we settled 20.8 million shares of common stock under outstanding equity forward sales agreements entered into under the ATM Program for net cash proceeds of $1.7 billion.
Previous wording
•In April 2026, we entered into equity forward sales agreements under the ATM Program for 2.5 million shares of common stock or approximately $205.5 million in gross proceeds which remain unsettled with maturity in October 2027. As of April 28, 2026, the remaining amount available under the ATM Program for future sales of common stock was $1.2 billion, and we maintained unsettled equity forward sales agreements of 19.6 million shares of common stock, or approximately $1.6 billion in gross proceeds, with varying maturities through October 2027.
Current wording
•In July 2026, we entered into equity forward sales agreements under the ATM Program for 1.3 million shares of common stock or approximately $119.7 million in gross proceeds which remain unsettled with maturity in December 2027. As of July 30, 2026, the remaining amount available under the ATM Program for future sales of common stock was $2.0 billion, and we maintained unsettled equity forward sales agreements of 18.5 million shares of common stock, or approximately $1.6 billion in gross proceeds, with varying maturities through December 2027.
Previous wording
•During the three months ended March 31, 2026, the Ventas Fund, an equity method investee, acquired one senior housing community for an aggregate purchase price of $62.8 million.
Current wording
•During the six months ended June 30, 2026, the Ventas Fund, an equity method investee, acquired two senior housing communities for an aggregate purchase price of $109.3 million.
Previous wording
•During the three months ended March 31, 2026, the Pension Fund Joint Venture, an equity method investee, sold one senior housing community for proceeds of $37.8 million.
Current wording
•During the six months ended June 30, 2026, the Pension Fund Joint Venture, an equity method investee, sold one senior housing community for proceeds of $37.8 million.
Previous wording
•In April 2026, the Ventas Fund acquired one senior housing community for an aggregate purchase price of $46.5 million.
Current wording
•In July 2026, the Ventas Fund, an equity method investee, acquiredone senior housing community for a purchase price of $63.3 million.
Previous wording
The following table compares results of operations for our 563 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 567 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 $4.6 million increase in our OM&R segment NOI for the three months ended March 31, 2026 compared to the same period in 2025 was primarily due to new leasing activity, high tenant retention and additional NOI from a development project placed in service, partially offset by higher property-level operating expenses and dispositions.
Current wording
The $5.0 million increase in our OM&R segment NOI for the three months ended June 30, 2026 compared to the same period in 2025 was primarily due to new leasing activity, high tenant retention and additional NOI from a development project placed in service, partially offset by higher property-level operating expenses and dispositions.
Previous wording
The following table compares results of operations for our 400 Same-Store OM&R properties (dollars in thousands):
Current wording
The following table compares results of operations for our 399 Same-Store OM&R properties (dollars in thousands):
Previous wording
The $3.3 million increase in our Same-Store OM&R segment NOI for the three months ended March 31, 2026 compared to the same period in 2025 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 $4.7 million increase in our Same-Store OM&R segment NOI for the three months ended June 30, 2026 compared to the same period in 2025 is primarily due to new leasing activity and high tenant retention, partially offset by higher property-level operating expenses.
Previous wording
The $32.4 million decrease in our NNN segment NOI for the three months ended March 31, 2026 compared to the same period in 2025 was primarily driven by a $23.2 million decrease in rental income from senior housing communities that converted to our SHOP segment and a $9.6 million decrease in rental income as a result of dispositions.
Current wording
The $27.0 million decrease in our NNN segment NOI for the three months ended June 30, 2026 compared to the same period in 2025 was primarily driven by a $22.1 million decrease in rental income from senior housing communities that converted to our SHOP segment and a $5.9 million decrease in rental income from dispositions.
Previous wording
The increase in our Same-Store NNN segment rental income for the three months ended March 31, 2026 compared to the same period in 2025 was attributable primarily to contractual rent escalators.
Current wording
The increase in our Same-Store NNN segment rental income for the three months ended June 30, 2026 compared to the same period in 2025 was attributable primarily due to contractual rent escalators.
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 $0.3 million decrease in non-segment NOI for the three months ended March 31, 2026 compared to the same period in 2025 was primarily due to a reduction in interest income as a result of loan repayments to us.
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 $2.0 million increase in non-segment NOI for the three months ended June 30, 2026 compared to the same period in 2025 was primarily due to interest income from a new secured loan investment.
Previous wording
The $0.6 million decrease in Interest and other income for the three months ended March 31, 2026 compared to the same period in 2025 was primarily due to a decrease in overall cash and cash equivalents invested in short-term money market funds coupled with lower interest rates.
Current wording
The $4.1 million decrease in Interest and other income for the three months ended June 30, 2026 compared to the same period in 2025 was primarily due to a decrease in overall cash and cash equivalents invested in short-term money market funds.
Previous wording
The $6.8 million increase in Interest expense for the three months ended March 31, 2026 compared to the same period in 2025 was driven primarily by higher rates. Our weighted average effective interest rate was 4.58% and 4.47% for the three months ended March 31, 2026 and 2025, respectively. Our weighted average debt outstanding was $13.2 billion for both the three months ended March 31, 2026 and 2025.
Current wording
The $9.7 million increase in Interest expense for the three months ended June 30, 2026 compared to the same period in 2025 was driven primarily by an increase in the weighted average debt outstanding. Our weighted average debt outstanding was $13.5 billion and $13.0 billion for the three months ended June 30, 2026 and 2025, respectively. Total debt decreased from $13.0 billion as of December 31, 2025 to $12.7 billion as of June 30, 2026. Our weighted average effective interest rate was 4.59% and 4.55% for the three months ended June 30, 2026 and 2025, respectively.
Previous wording
The $60.9 million increase in Depreciation and amortization expense for the three months ended March 31, 2026 compared to the same period in 2025 was primarily due to an increase of $54.7 million associated with recent acquisition activities.
Current wording
The $60.0 million increase in Depreciation and amortization expense for the three months ended June 30, 2026 compared to the same period in 2025 was primarily due to an increase of $64.1 million associated with recent acquisition activities in 2026 compared to 2025.
Previous wording
The $9.6 million increase in General, administrative and professional fees for the three months ended March 31, 2026 compared to the same period in 2025 was primarily due to our expanded employee base, consistent with enterprise growth, higher compensation expense and inflation.
Current wording
The $4.1 million increase in General, administrative and professional fees for the three months ended June 30, 2026 compared to the same period in 2025 was primarily due to an increase in investments and strategic initiatives and to scale our employee base in support of our growing enterprise.
Previous wording
The $0.7 million increase in Transaction, transition and restructuring costs for the three months ended March 31, 2026 compared to the same period in 2025 was primarily due to higher volume of relevant activities.
Current wording
The $8.9 million increase in Transaction, transition and restructuring costs for the three months ended June 30, 2026 compared to the same period in 2025 was primarily due to a $6.2 million increase in transaction costs.
Previous wording
The $4.0 million increase in Loss from unconsolidated entities for the three months ended March 31, 2026 compared to the same period in 2025 was primarily due to higher depreciation and amortization expense and interest expense due to assets being placed in service.
Current wording
The $6.7 million increase in Loss from unconsolidated entities for the three months ended June 30, 2026 compared to the same period in 2025 was primarily due to higher depreciation and amortization expense and interest expense due to assets being placed in service.
Previous wording
For the three months ended March 31, 2026, we sold 12 properties for a $15.0 million gain. For the three months ended March 31, 2025, we sold one property and recognized no gain.
Current wording
For the three months ended June 30, 2026, we sold 3 properties for a $0.2 million gain. For the three months ended June 30, 2025, we sold 10 properties and recognized a $13.2 million gain.
Previous wording
The $15.9 million income tax benefit for the three months ended March 31, 2026 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 period. The $10.6 million income tax expense for the three months ended March 31, 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 period.
Current wording
The $25.6 million income tax benefit for the three months ended June 30, 2026 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 period. The $3.9 million income tax expense for the three months ended June 30, 2025 was 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.
Previous wording
The $8.3 million increase in Other expense for the three months ended March 31, 2026 compared to the same period in 2025 was primarily due to mark to market adjustments to our derivative instruments in 2025.
Current wording
The $6.9 million increase in Other expense for the six months ended June 30, 2026 compared to the same period in 2025 was primarily due to mark to market adjustments to our derivative instruments in 2025, partially offset by lower net insurance costs.
Previous wording
The following table summarizes our FFO and Normalized FFO for the three months ended March 31, 2026 and 2025 (dollars in thousands):
Current wording
The following table summarizes our FFO and Normalized FFO for the three and six months ended June 30, 2026 and 2025 (dollars in thousands):
Previous wording
Newly acquired development properties and recently developed or redeveloped properties in our SHOP reportable segment will be included in Same-Store once they are stabilized for the full period in both periods presented. These properties are considered stabilized upon the earlier of (a) the achievement of 80% sustained occupancy or (b) 24 months from the date of acquisition or substantial completion of work. Recently developed or redeveloped properties in our OM&R and NNN reportable segments will be included in Same-Store once substantial completion of work has occurred for the full period in both periods presented. SHOP and NNN properties that have undergone operator or business model transitions will be included in Same-Store once operating under consistent operating structures for the full period in both periods presented.
Current wording
Newly acquired development properties and recently developed or redeveloped properties in our SHOP reportable segment will be included in Same-Store once they are stabilized for the full period in both periods presented. These properties are considered stabilized upon the earlier of (a) the achievement of 80% sustained occupancy or (b) 24 months from the date of acquisition or substantial completion of work. Recently developed or redeveloped properties in our OM&R and NNN reportable segments will be included in Same-Store once substantial completion of work has occurred for the full period in both periods presented. Our SHOP and NNN properties that have undergone operator or business model transitions will be included in Same-Store once operating under consistent operating structures for the full period in both periods presented.
Previous wording
Any failure, inability or unwillingness by our tenants to satisfy their obligations under our triple-net leases could have a material adverse effect on us. Also, if our tenants are not able or willing to renew our triple-net leases upon expiration, we may be unable to reposition the applicable properties on a timely basis or on the same or better economic terms, if at all. Although our lease expirations are staggered, the non-renewal of some or all of our triple-net leases that expire in any given year could have a material adverse effect on us. During the three months ended March 31, 2026, we had no triple-net lease expirations that, in the aggregate, had a material impact on our financial condition or results of operations for that period.
Current wording
Any failure, inability or unwillingness by our tenants to satisfy their obligations under our triple-net leases could have a material adverse effect on us. Also, if our tenants are not able or willing to renew our triple-net leases upon expiration, we may be unable to reposition the applicable properties on a timely basis or on the same or better economic terms, if at all. Although our lease expirations are staggered, the non-renewal of some or all of our triple-net leases that expire in any given year could have a material adverse effect on us. During the six months ended June 30, 2026, we had no triple-net lease expirations that, in the aggregate, had a material impact on our financial condition or results of operations for that period.
Previous wording
(2)The expiration of ABR in 2028, 2030 and 2034 includes rent associated with 6, 20 and 5 properties, respectively, currently leased to Kindred. The expiration of ABR in 2035 includes rent associated with 65 properties currently leased to Brookdale and 11 properties currently leased to Ardent. See “Risk Factors—Risks Relating to Our Business Operations and Strategy—Our inability to renew our management agreements with our SHOP managers or our leases with our NNN and OM&R tenants on as favorable terms or at all, and our inability when necessary, to effectively and efficiently transition a SHOP community to a new manager or a NNN or OM&R property to a new tenant, may have an adverse effect on our business, financial condition and results of operations” included in Part I, Item 1A of this Annual Report.
Current wording
(2)The expiration of ABR in 2035 includes rent associated with 65 properties currently leased to Brookdale. See “Risk Factors—Risks Relating to Our Business Operations and Strategy—Our inability to renew our management agreements with our SHOP managers or our leases with our NNN and OM&R tenants on as favorable terms or at all, and our inability when necessary, to effectively and efficiently transition a SHOP community to a new manager or a NNN or OM&R property to a new tenant, may have an adverse effect on our business, financial condition and results of operations” included in Part I, Item 1A of our 2025 Annual Report.
Previous wording
Our material contractual obligations arising in the normal course of business primarily consist of long-term debt and related interest payments, and operating obligations which include ground lease obligations. During the three months ended March 31, 2026, our material contractual obligations decreased primarily due to the net repayment of debt. See “Note 10 – Senior Notes Payable and Other Debt” and “Note 12 – Commitments and Contingencies” of the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information regarding our long-term debt obligations and operating obligations, respectively.
Current wording
Our material contractual obligations arising in the normal course of business primarily consist of long-term debt and related interest payments, and operating obligations which include ground lease obligations. During the six months ended June 30, 2026, our material contractual obligations decreased primarily due to the net repayment of debt. See “Note 10 – Senior Notes Payable and Other Debt” and “Note 12 – Commitments and Contingencies” of the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information regarding our long-term debt obligations and operating obligations, respectively.
Previous wording
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 March 31, 2026 and December 31, 2025, we had $65.0 million and no borrowings, respectively, outstanding under our commercial paper program.
Current wording
Our wholly-owned subsidiary, VRLP, may issue from time to time unsecured commercial paper notes up to a maximum aggregate amount outstanding at any time of $2.5 billion. The notes are sold under customary terms in the U.S. commercial paper note market and are ranked pari passu with VRLP’s other unsecured senior indebtedness. The notes are fully and unconditionally guaranteed by Ventas. As of June 30, 2026 and December 31, 2025, we had $265.0 million and no borrowings, respectively, outstanding under our commercial paper program.
Previous wording
As of March 31, 2026, Ventas Realty had an unsecured term loan in aggregate principal of up to $1.25 billion, consisting of a $700 million unsecured term loan and a $550 million unsecured delayed draw term loan which, as of March 31, 2026, remained undrawn. The term loan is priced at 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 is scheduled to mature in January 2031 and includes an accordion feature that permits Ventas Realty to increase the aggregate borrowings thereunder to up to $1.75 billion, subject to the satisfaction of certain conditions, including the receipt of additional commitments for such increase. The term loan, originally issued in June 2022, was amended in January 2026 to, among other things, extend the maturity from June 2027 to January 2031; increase the principal amount of the unsecured term loan from $500 million to $700 million, which increase was used to repay in full Ventas Realty’s $200 million unsecured term loan due February 2027; and establish the $550 million unsecured delayed draw term loan. The amended term loan was primarily accounted for as a debt modification resulting in no gain or loss.
Current wording
As of June 30, 2026, VRLP had an unsecured term loan in aggregate principal of $1.25 billion. The term loan is priced at SOFR plus 0.85%, which is subject to adjustment based on VRLP’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 is scheduled to mature in January 2031 and includes an accordion feature that permits VRLP to increase the aggregate borrowings thereunder to up to $1.75 billion, subject to the satisfaction of certain conditions, including the receipt of additional commitments for such increase.
Previous wording
As of March 31, 2026, we had a $100.0 million uncommitted line for standby letters of credit, which had an outstanding balance of $18.6 million. The agreement governing the line contains certain customary covenants and other terms and conditions. Under its terms, we are required to pay a fixed rate commission on each outstanding letter of credit.
Current wording
As of June 30, 2026, we had a $100.0 million uncommitted line for standby letters of credit, which had an outstanding balance of $28.2 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.
Previous wording
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.
Current wording
In June 2023, VRLP 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 were senior, unsecured obligations of VRLP and fully and unconditionally guaranteed on an unsecured and unsubordinated basis by Ventas. The Exchangeable Notes bore 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 matured in June 2026, and in accordance with the terms of the governing indenture, we settled the outstanding aggregate principal amount of the Exchange Notes with $856.1 million in cash and the conversion premium by issuing 5.9 million of Ventas common stock.
Showing the first 40 of 57 pairs. Open the source sections for the rest.
Rearranged current paragraphs (16)
Current report — wording carried from elsewhere
The $1.4 million decrease in Other expense for the three months ended June 30, 2026 compared to the same period in 2025 was primarily due to lower insurance related expenses, net of insurance proceeds, partially offset by mark to market adjustments to our derivative instruments in 2025.
Current report — wording carried from elsewhere
The table below shows our results of operations for the six months ended June 30, 2026 and 2025 and the effect of changes in those results from period to period on our Net income attributable to common stockholders (dollars in thousands):
Current report — wording carried from elsewhere
The increase in our SHOP segment NOI for the six months ended June 30, 2026 compared to the same period in 2025 was primarily driven by revenue growth due to an increase in average occupancy, revenue per occupied room, additional properties acquired and conversions of senior housing communities from our NNN segment to our SHOP segment. The revenue increase is partially offset by higher operating expenses in 2026, driven by an increase in the number of communities in our SHOP segment, increase in occupancy and inflation.
Current report — wording carried from elsewhere
The following table compares results of operations for our 550 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 report — wording carried from elsewhere
The increase in our Same-Store SHOP segment NOI for the six months ended June 30, 2026 compared to the same period in 2025 was primarily driven by higher average occupancy and revenue per occupied room, partially offset by higher property-level operating expenses due to higher occupancy and inflation.
Current report — wording carried from elsewhere
The following table summarizes results of operations in our OM&R segment for the six months ended June 30, 2026 (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 report — wording carried from elsewhere
The $9.6 million increase in our OM&R segment NOI for the six months ended June 30, 2026 compared to the same period in 2025 was primarily due to new leasing activity, high tenant retention and additional NOI from a development project placed in service, partially offset by higher property-level operating expenses and dispositions.
Current report — wording carried from elsewhere
The following table compares results of operations for our 399 Same-Store OM&R properties (dollars in thousands):
Current report — wording carried from elsewhere
The $8.0 million increase in our Same-Store OM&R segment NOI for the six months ended June 30, 2026 compared to the same period in 2025 is primarily due to new leasing activity and high tenant retention, partially offset by higher property-level operating expenses.
Current report — wording carried from elsewhere
The following table summarizes results of operations in our 200 NNN segment properties for the six months ended June 30, 2026 (dollars in thousands):
Current report — wording carried from elsewhere
The $59.4 million decrease in our NNN segment NOI for the six months ended June 30, 2026 compared to the same period in 2025 was primarily driven by a $46.7 million decrease in rental income from senior housing communities that converted to our SHOP segment and a $15.4 million decrease in rental income from dispositions.
Current report — wording carried from elsewhere
The following table compares results of operations for our 199 Same-Store NNN segment properties (dollars in thousands):
Current report — wording carried from elsewhere
The increase in our Same-Store NNN segment rental income for the six months ended June 30, 2026 compared to the same period in 2025 was attributable primarily to contractual rent escalators.
Current report — wording carried from elsewhere
The $4.7 million decrease in Interest and other income for the six months ended June 30, 2026 compared to the same period in 2025 was primarily due to a decrease in overall cash and cash equivalents invested in short-term money market funds.
Current report — wording carried from elsewhere
The $10.7 million increase in Loss from unconsolidated entities for the six months ended June 30, 2026 compared to the same period in 2025 is primarily due to higher depreciation and amortization expense and interest expense due to assets being placed in service.
Current report — wording carried from elsewhere
The $41.6 million of income tax benefit for the six months ended June 30, 2026 was 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 $6.7 million of income tax benefit for the six months ended June 30, 2025 was primarily due to the reversal of valuation allowances recorded against the net deferred tax assets of certain of our TRS entities.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
delivering profitable organic growth in senior housing, (2) capturing value-creating external growth focused on senior housing, (3) generating strong cash flow throughout our portfolio of high-quality assets unified in meeting demographic demand and (4) maintaining financial strength, flexibility and liquidity.