Annual report
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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-10989 Ventas, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 61-1055020 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 300 North LaSalle Street, Suite 1600 Chicago, Illinois 60654 (Address of Principal Executive Offices) (877) 483-6827 (Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Trading Symbol Title of Each Class Name of Exchange on Which Registered VTR Common Stock, $0.25 par value New York Stock Exchange Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ¨ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
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Table of Contents If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ The aggregate market value of shares of the registrant’s common stock held by non-affiliates of the registrant on June 30, 2025, based on a closing price of the common stock of$63.15 as reported on the New York Stock Exchange, was $28.6 billion. As of February 3, 2026, there were 474,965,224 shares of the registrant’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement for the 2026 Annual Meeting of Stockholders are incorporated by reference into Part III, Items 10 through 14 of this Annual Report onForm 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31,2025.
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Table of Contents CAUTIONARY STATEMENTS Unless otherwise indicated or except where the context otherwise requires, the terms “we,” “us,” “our,” “Ventas,” the “Company” and other similarterms in this Annual Report on Form 10-K (this “Annual Report”) refer to Ventas, Inc. and its consolidated subsidiaries. Forward-Looking Statements This Annual Report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements include,among others, statements of expectations, beliefs, future plans and strategies, anticipated results from operations and developments and other mattersthat are not historical facts. Forward-looking statements include, among others, statements regarding our and our officers’ intent, belief or expectationas identified by the use of phrases or words such as “assume,” “may,” “will,” “project,” “expect,” “believe,” “intend,” “anticipate,” “seek,” “target,”“forecast,” “plan,” “potential,” “opportunity,” “estimate,” “could,” “would,” “should,” “line of sight,” “outlook” and other comparable and derivative terms orthe negatives thereof. Forward-looking statements are based on management’s beliefs as well as on a number of assumptions concerning futureevents. You should not put undue reliance on these forward-looking statements, which are not a guarantee of performance and are subject to a numberof uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-lookingstatements. 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 urgeyou to carefully review the disclosures we make concerning risks and uncertainties that may affect our business and future financial performance,including those made under “—Summary Risk Factors” below and in “Risk Factors” in Part 1A of this Annual Report. i
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Table of Contents ummary Risk Factors Our business is subject to significant risks and uncertainties that make an investment in us speculative and risky. Below we summarize what webelieve are the principal risk factors, but these risks are not the only ones we face. You should carefully review and consider the full discussion of ourrisk factors in the section titled “Risk Factors” in Part I, Item 1A of this Annual Report, together with the other information in this Annual Report. If any ofthe following risks, or any other risks and uncertainties that are not addressed below or elsewhere in this Annual Report or that we have not yetidentified, actually occur, our business, financial condition and results of operations could be materially adversely affected and the value of our securitiescould decline. sks Relating to Our Business Operations and Strategy • Macroeconomic trends, including trends relating to labor costs, unemployment, inflation, interest rates and exchange rates, may affect our businessand financial results • Changes in the U.S. political and regulatory environment could affect availability of government funding that we or our managers, tenants orborrowers rely on, which could negatively impact our business • To the extent that we or our managers, tenants and borrowers are unable to navigate successfully the trends affecting our or their businesses and theindustries in which we or they operate, we may be adversely affected • Our managers and tenants operate or exert substantial control over the properties that they manage or lease from us, which limits our control andinfluence over operations and results • If our managers’, tenants’ or borrowers’ financial condition or business prospects deteriorate, our business, financial condition and results ofoperations could be adversely affected • We face potential adverse consequences from the bankruptcy or insolvency of our managers, tenants, borrowers and other obligors • A significant portion of our revenues and operating income is dependent on a limited number of tenants and managers, including Ardent, Kindred,Atria, Sunrise and Le Groupe Maurice • We are vulnerable to adverse changes affecting our specific asset classes and the real estate industry generally • Ownership of properties or operation of our business outside the United States may subject us to different or greater risks than those associated withour domestic operations • Our operating assets in our SHOP segment may expose us to various operational risks, liabilities and claims that could adversely affect our ability togenerate revenues or increase our costs and could adversely affect our business, financial condition and results of operations • Our inability to renew our management agreements with our SHOP managers or our leases with our NNN and OM&R tenants on as favorable termsor 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 propertyto a new tenant, may have an adverse effect on our business, financial condition and results of operations • The hospitals on or near the campuses where our outpatient medical buildings are located and their affiliated health systems may not remaincompetitive or financially viable • Our research tenants face unique levels of expense and uncertainty • If a borrower defaults, we may be unable to obtain payment, successfully foreclose on collateral or realize the value of any collateral, which couldadversely affect our ability to recover our investment • Our ongoing strategy depends, in part, upon identifying and consummating future acquisitions and investments and effectively managing our externalgrowth opportunities • Our investments and acquisitions may be unsuccessful or fail to meet our expectations • Our investments in co-investment and similar vehicles may subject us to risks that we would not otherwise face • Merger, acquisition and investment activity in our industries resulting in a change of control of, or a competitor’s investment in, one or more of ourmanagers, tenants or borrowers could adversely affect our business, financial condition and results of operations • Increased construction and development in the markets in which our properties are located could adversely affect our future occupancy rates,operating margins and profitability • Development, redevelopment and construction risks could affect our profitability • We may face increased risks and costs associated with volatility in materials and labor prices or as a result of supply chain or procurementdisruptions, which may adversely affect the status of our construction projects • Damage from catastrophic or extreme weather or other natural events could result in losses to the Company • We may be unable to sell certain properties on a timely basis or on favorable terms, which may have an adverse effect on our business, financialcondition and results of operations • We own properties that are subject to ground lease, air rights or other restrictive agreements that limit our uses of the properties, restrict our ability tosell or otherwise transfer the properties and expose us to loss of the properties if such agreements are breached by us or terminated • We may be required to recognize reserves, allowances, credit losses or impairment charges ii
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Table of Contents • Cybersecurity threats and incidents could disrupt our operations or the operations of the third parties with whom we do business, invest in or lend to,result in the loss of or unauthorized access to confidential or personal information or damage our or their business relationships and reputation • The use of, or inability to take advantage of the benefits of, artificial intelligence by us or our managers, tenants and borrowers presents risks andchallenges that may adversely impact our business and operating results or the business and operating results of our managers, tenants andborrowers or may adversely impact the requirements and demand for properties • Our success depends, in part, on our ability to attract and retain talented employees. The loss of any one of our key personnel or the inability tomaintain appropriate staffing could adversely impact our business • Damage to our reputation could adversely affect our business, financial condition or result of operations sks Relating to Our Capital Structure • Market conditions, the actual and perceived state of the capital markets generally and limitations on our ability to access such markets couldnegatively impact our business and have an adverse effect on us, including our ability to make required payments on our debt obligations, makedistributions to our stockholders or make future investments necessary to implement our business strategy • We have a significant amount of outstanding indebtedness and may incur additional indebtedness in the future • Adverse changes in our credit ratings could impair our ability to obtain additional debt and equity financing on favorable terms • We are exposed to increases in interest rates, which could reduce our profitability and adversely impact our ability to refinance existing debt, sellassets or engage in acquisition, investment, development and redevelopment activity, and our decision to hedge against interest rate risk might notbe effective • We may be adversely affected by fluctuations in currency exchange rates • Covenants in the instruments governing our and our subsidiaries’ existing indebtedness limit our operational flexibility, and a covenant breach couldadversely affect our operations • The market price and trading volume of our common stock may be volatile • Our stockholders may experience dilution if we issue additional common stock sks Relating to Legal, Compliance and Regulatory • Significant legal or regulatory proceedings could subject us or our managers, tenants or borrowers to increased operating costs and substantialuninsured liabilities, which could adversely affect our or their liquidity, financial condition and results of operations • We and our managers, tenants and borrowers may be adversely affected by regulation and enforcement • Our investments may expose us to unknown liabilities • We and our managers, tenants and borrowers may be adversely affected by complex and evolving laws and regulations regarding data privacy andcybersecurity • The amount and scope of insurance coverage provided by our policies and policies maintained by our managers, tenants or other counterparties maynot adequately insure against losses • We could incur substantial liabilities and costs if any of our properties are found to be contaminated with hazardous substances or we becomeinvolved in any environmental disputes sks Relating to Our REIT Status • Loss of our status as a REIT would have significant adverse consequences for us and the value of our common stock • Our REIT status depends on meeting Code requirements, and failure to do so could negatively impact our business, financial condition, or results ofoperations • Legislative or other actions affecting REITs or taxes could have a negative effect on our stockholders or us ote Regarding Third-Party Information This Annual Report may include information provided to us by our managers, tenants, borrowers, business partners and unconsolidated entitiesor that we have obtained from SEC filings or other publicly available information of our tenants, managers, business partners and unconsolidated entities in which we invest. We believe that such information is accurate and that the sources from which it has been obtained are reliable. However, wecannot guarantee the accuracy of such information and have not independently verified the assumptions on which such information is based. iii
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Table of Contents TABLE OF CONTENTS Page PART I Item 1. Business 1 Item 1A. Risk Factors 18 Item 1B. Unresolved Staff Comments 47 Item 1C. Cybersecurity 47 Item 2. Properties 49 Item 3. Legal Proceedings 51 Item 4. Mine Safety Disclosures 51 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities52 Item 6. [Reserved] 54 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 54 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 88 Item 8. Financial Statements and Supplementary Data 89 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 157 Item 9A. Controls and Procedures 157 Item 9B. Other Information 157 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 157 PART III Item 10. Directors, Executive Officers and Corporate Governance 158 Item 11. Executive Compensation 158 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters158 Item 13. Certain Relationships and Related Transactions, and Director Independence 158 Item 14. Principal Accountant Fees and Services 158 PART IV Item 15. Exhibits and Financial Statement Schedules 159 Item 16. Form 10-K Summary 168 iv
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Table of Contents PART I ITEM 1. Business BUSINESS Overview Ventas, Inc. is an S&P 500 company focused on delivering strong, sustainable shareholder returns by enabling exceptional environments thatbenefit a large and growing aging population. We hold a portfolio that includes senior housing communities, outpatient medical buildings, researchcenters, hospitals and healthcare facilities located in North America and the United Kingdom. As of December 31, 2025, we owned or had investmentsin 1,409 properties consisting of 1,374 properties in our reportable segments (“Segment Properties”) and 35 properties held by unconsolidated realestate entities in our non-segment operations. We are headquartered in Chicago, Illinois with additional corporate offices in Louisville, Kentucky andNew York, New York. We elected to be taxed as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, asamended (the “Code”), commencing with our taxable year ended December 31, 1999. Provided we qualify for taxation as a REIT, we generally are notrequired to pay U.S. federal corporate income taxes on our REIT taxable income that is currently distributed to our stockholders. In order to maintain ourqualification as a REIT, we must satisfy a number of technical requirements, which impact how we invest in, operate and manage our assets. See “RiskFactors—Risks Relating to Our REIT Status” included in Part I, Item 1A of this Annual Report. We operate through three reportable segments: senior housing operating portfolio, which we refer to as “SHOP,” outpatient medical andresearch portfolio, which we refer to as “OM&R,” and triple-net leased properties, which we refer to as “NNN.” We also hold assets outside of ourreportable segments, which we refer to as non-segment assets, and which consist primarily of corporate assets, including cash and cash equivalents,restricted cash, loans receivable and investments, accounts receivable and investments in unconsolidated entities. Our investments in unconsolidatedentities include investments made through our third-party institutional private capital management platform, Ventas Investment Management (“VIM”).Through VIM, we partner with third-party institutional investors to invest in real estate through various joint ventures and other co-investment vehicleswhere we are the sponsor or general partner, including our open-ended investment vehicle, the Ventas Life Science & Healthcare Real Estate Fund (the“Ventas Fund”). Our investments in unconsolidated entities also include investments in operating entities, such as Ardent Health, Inc. (together with itssubsidiaries, “Ardent”) and Atria Senior Living, Inc. (together with its subsidiaries, “Atria”). See our Consolidated Financial Statements and the relatednotes, including “Note 7 – Investments in Unconsolidated Entities” included in Part II, Item 8 of this Annual Report. Our chief operating decision maker evaluates performance of the combined properties in each operating segment and determines how toallocate resources to these segments based on net operating income (“NOI”) for each segment. See our Consolidated Financial Statements and therelated notes, including “Note 2 – Accounting Policies” and “Note 18 – Segment Information” included in Part II, Item 8 of this Annual Report. The following table summarizes information for our portfolio for the year ended December 31, 2025 (dollars in thousands): 1
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Table of Contents Segment NOI Percentage of Total NOI Segment Properties Senior housing operating portfolio (SHOP) $ 1,184,064 49.4 % 752 Outpatient medical and research portfolio (OM&R) 590,169 24.7 % 409 Triple-net leased properties (NNN) 588,073 24.6 % 213 Non-segment 30,748 1.3 % n/a $ 2,393,054 100 % 1,374 ______________________________ “NOI” is defined as total revenues, less interest and other income, property-level operating expenses and third-party capital management expenses. See “Non-GAAPFinancial Measures” included elsewhere in this Annual Report for additional disclosure and a reconciliation of Net income attributable to common stockholders, ascomputed in accordance with U.S. generally accepted accounting principles (“GAAP”), to NOI. NOI for non-segment includes management fees and promote revenues, net of expenses related to our third-party institutional private capital management platform,income from loans and investments and corporate-level expenses not directly attributable to any of our three reportable segments. n/a—not applicable Business Strategy For nearly three decades, Ventas has pursued a strategy focused on delivering outsized value to stockholders and other key stakeholders byenabling exceptional environments that benefit a large and growing aging population. Working with industry-leading care providers, partners andresearch 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 strongcash flow throughout our portfolio of high-quality assets unified in meeting demographic demand and (4) maintaining financial strength, flexibility andliquidity. Our objective is to generate reliable and growing cash flows from our portfolio, which enables us to pay regular cash dividends to stockholdersand creates opportunities to increase stockholder value. Our Businesses Senior Housing Operating Portfolio (SHOP) In our SHOP segment, we own and invest in senior housing communities. We participate directly in the financial performance of thecommunities’ operations and are generally responsible for all operational costs, expenses and other liabilities. We typically engage third-party managersto operate the communities on our behalf but generally hold applicable healthcare licenses and enroll in applicable government healthcare programs onbehalf of the communities in our SHOP segment. In order to support our SHOP segment, we developed Ventas OI™, a proprietary data and analytics platform, to provide us with timely access tohigh-quality data that informs real-time decisions. Through Ventas OI™, we collect and assess data from a variety of sources, including proprietary datafrom our senior housing operations and external data sources. This data supports business models and automated dashboard reporting that areenabled by machine learning, providing us with reporting systems & business intelligence dashboards, marketing and sales analytics, competitiveintelligence and geospatial analytics. Ventas OI™ blends our operational expertise and data analytics to engage the managers, enhance theperformance of our communities and elevate the quality of care and services delivered to residents. We also leverage Ventas OI™ for our investmentand capital expenditure decisions. (1) (2) (1) (2) 2
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Table of Contents The senior housing communities in our SHOP segment include independent living communities, assisted living communities, memory carecommunities and continuing care retirement communities. Independent living communities are typically age-restricted multifamily rental properties withcentral dining facilities that provide residents with access to meals and other services such as housekeeping, linen service, transportation and socialand recreational activities. Assisted living communities typically offer similar services as independent living communities, plus supportive care that isprovided by trained employees to residents who require assistance with activities of daily living, such as bathing, dressing and medication management.Memory care communities provide care for individuals with Alzheimer’s disease and other forms of dementia or memory loss. Continuing careretirement communities are typically age-restricted properties that offer a continuum of care, and may include a combination of independent living,assisted living, memory care and skilled nursing units. Our assisted living, memory care and continuing care retirement communities are generallysubject to state licensure requirements for the delivery of some or all of their services, while our independent living communities generally are not.Charges for room, board and services at these communities are generally paid from private sources, with limited reliance on governmentreimbursement programs such as Medicaid. Because we have elected to be taxed as a REIT, we are subject to restrictions impacting how we invest in, operate or manage our properties,including the senior housing communities in our SHOP segment. Some of those restrictions depend on whether a senior housing community is treatedas a “qualified health care property” under the REIT rules. Senior housing communities in our SHOP segment that are “qualified health care properties”generally must be managed and operated by a third-party manager, including for purposes of procuring supplies, hiring and training employees,entering into third-party contracts for the benefit of the community and providing resident care and services. Senior housing communities that are not“qualified health care properties” may be managed by us directly through a taxable REIT subsidiary or by a third-party manager. The majority of seniorhousing communities in our SHOP segment are characterized as “qualified health care properties” that must be operated by third-party managers. See“—Government Regulation—Tax Regulation” included in Part I, Item 1 of this Annual Report. Where we engage a third-party manager, either by choice or as required by REIT tax rules, we generally rely on the third-party managers’personnel, expertise, technical resources and information systems, risk management processes, proprietary information, good faith and judgment tomanage the senior housing communities’ operations efficiently and effectively. We also rely on the third-party managers to set appropriate resident fees,to provide accurate property-level financial results in a timely manner and otherwise manage risk and operate the senior housing communities incompliance with the terms of our management agreements and all applicable laws and regulations. We are generally responsible for all operationalcosts, expenses and other risks and liabilities. While our managers typically indemnify us for liabilities arising out of certain of their actions such asgross negligence, fraud or willful misconduct, we may not be able to enforce these rights, or we may determine it is not prudent to do so if we believethat enforcement of our rights would be more detrimental to our business than seeking alternative approaches. See “Risk Factors—Risks Relating toOur Business Operations and Strategy—Our operating assets in our SHOP segment may expose us to various operational risks, liabilities and claimsthat could adversely affect our ability to generate revenues or increase our costs and could adversely affect our business, financial condition and resultsof operations” included in Part I, Item 1A of this Annual Report. Our management agreements typically have fixed terms and are subject to renewal under certain conditions. These agreements may includeprovisions for termination under specific circumstances, with or without the payment of a fee. The managers generally receive annual management feeswhich are calculated based on various performance measures, which may include revenue, NOI and other objective financial metrics. Incentive feesmay be awarded if specified performance targets are met. 3
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Table of Contents As of December 31, 2025, we engaged 39 third-party managers to operate the 752 properties in our SHOP segment on our behalf. Thefollowing table provides information regarding our significant SHOP manager concentration as of and for the year ended December 31, 2025: Percentage of Total NOI for the year endedDecember 31, 2025 Segment Properties as ofDecember 31, 2025 Percentage of Segment Properties as of December 31,2025 Atria Senior Living, Inc. 17.7 % 194 14.1 % Sunrise Senior Living, LLC 6.8 98 7.1 Le Groupe Maurice 5.6 37 2.7 The properties in our SHOP segment managed by Atria, Sunrise Senior Living, LLC (together with its subsidiaries, “Sunrise”) and Le GroupeMaurice (together with its subsidiaries, “Le Groupe Maurice”) accounted for a significant portion of our SHOP segment revenues and NOI for the yearended December 31, 2025. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Concentration Risk”included in Part II, Item 7 of this Annual Report and “Risk Factors—Risks Relating to Our Business Operations and Strategy—A significant portion of ourrevenues and operating income is dependent on a limited number of tenants and managers, including Ardent, Kindred, Atria, Sunrise and Le GroupeMaurice” included in Part I, Item 1A of this Annual Report. As of December 31, 2025, we held a 34% ownership interest in Atria, which entitles us to customary minority rights and protections, as well asthe right to appoint two members to the Atria Board of Directors. See Note 7 – Investments in Unconsolidated Entities of the Notes to ConsolidatedFinancial Statements included in Part II, Item 8 of this Annual Report. Outpatient Medical and Research Portfolio (OM&R) In our OM&R segment, we primarily acquire, own, develop, lease and manage outpatient medical buildings and research centers. Our outpatient medical buildings, which are predominantly located on or contiguous to a health system campus, are generally multi-tenantproperties leased to health systems and several unrelated medical practices, although in many cases they may be associated with a large singlespecialty or multi-specialty group, including neighboring health systems. Tenants typically require customized space devoted to patient examination andtreatment, diagnostic imaging, outpatient surgery and other outpatient services. Outpatient medical buildings typically require enhanced plumbing,electrical and mechanical systems to accommodate the needs of healthcare providers such as sinks in every room, brighter lights and specializedmedical equipment. Our research centers generally contain laboratory and office space that is leased primarily to universities, academic medical centers,technology, biotechnology, medical device and pharmaceutical companies and other organizations involved in the research industry. While theseproperties may have certain characteristics similar to commercial office buildings, they generally contain more advanced electrical, mechanical, heating,ventilating and air conditioning systems. The facilities generally have specialty equipment including emergency generators, fume hoods, lab bench topsand related amenities. In many instances, research center tenants make significant investments to improve their leased space, in addition to landlordimprovements, to accommodate biology, chemistry or medical device research initiatives. Our research centers are often located on or contiguous touniversity and academic medical campuses. 4
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Table of Contents We lease these properties to tenants under varying lease types that obligate the tenants to pay rent, and may require the tenant to pay theirproportionate share of some or all property-related expenses, including utilities, real estate taxes, insurance, repairs and maintenance, cleaning, roadsand grounds expense and other expenses. The leases are typically for a fixed term, and may be subject to renewal under certain conditions. Although we do not participate directly in the financial performance of our tenants’ operations, we are exposed to the credit risk of our tenants inour OM&R segment. See “Risk Factors—Risks Relating to Our Business Operations and Strategy—If our managers’, tenants’ or borrowers’ financialcondition or business prospects deteriorate, our business, financial condition and results of operations could be adversely affected” included in Part I,Item 1A of this Annual Report. Through our Lillibridge subsidiary and our 50% ownership interest in PMB Real Estate Services LLC (“PMBRES”), a property managementplatform, we provide outpatient medical building and research center management, leasing, marketing, facility development and advisory services tohighly rated hospitals and health systems and universities, academic medical centers, biotech and other similar companies throughout the UnitedStates. Triple-Net Leased Properties (NNN) In our NNN segment, we invest in and own senior housing communities, skilled nursing facilities (“SNFs”), long-term acute care facilities(“LTACs”), freestanding inpatient rehabilitation facilities (“IRFs”) and other healthcare facilities. The senior housing communities in our NNN segment may include independent living communities, assisted living communities, memory carecommunities and continuing care retirement communities, which property types are described in more detail above in “—Senior Housing OperatingPortfolio (SHOP).” SNFs provide rehabilitative, restorative, skilled nursing and medical treatment for patients and residents who do not require the high technology,care-intensive, high-cost setting of an acute care or rehabilitation hospital. Treatment programs may include physical, occupational, speech, respiratoryand other therapies, including sub-acute clinical protocols such as wound care and intravenous drug treatment. LTACs typically serve medically complex, chronically ill patients who require a high level of monitoring and specialized care, but whoseconditions do not necessitate the continued services of an intensive care unit and have a Medicare average length of stay of greater than 25 days.LTACs typically have the capability to treat patients who suffer from multiple systemic failures or conditions such as neurological disorders, headinjuries, brain stem and spinal cord trauma, cerebral vascular accidents, chemical brain injuries, central nervous system disorders, developmentalanomalies and cardiopulmonary disorders. Chronic patients often depend on technology for continued life support, such as mechanical ventilators, totalparenteral nutrition, respiration or cardiac monitors and dialysis machines, and, due to their severe medical conditions, generally are not clinicallyappropriate for admission to a SNF or rehabilitation hospital. IRFs are devoted to the rehabilitation of patients with various neurological, musculoskeletal, orthopedic and other medical conditions followingstabilization of their acute medical issues. Other healthcare facilities include facilities that provide medical and surgical services, including inpatient care,intensive care, cardiac care, diagnostic services and emergency services. These other healthcare facilities may also provide outpatient services such asoutpatient surgery, laboratory, radiology, respiratory therapy, cardiology and physical therapy. 5
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Table of Contents Charges for services provided at SNFs, LTACs, IRFs and other healthcare facilities are generally paid from a combination of governmentreimbursement and commercial insurance and other private sources. We lease the properties in our NNN segment to tenants under triple-net or absolute-net leases that obligate the tenants to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures. The leases in our NNN segment typically containannual or periodic rent escalators that may be contingent upon the satisfaction of specified facility revenue parameters or based on increases in theConsumer Price Index (“CPI”), with caps, floors or collars. These agreements may include provisions for termination under specific circumstances,including in the event of a monetary or non-monetary default by the tenant or in the event of a failure of the tenant to meet certain financial oroperational covenants. The agreements typically include broad indemnities in our favor from the tenant for liabilities arising out of the tenant’soperations. Although we do not participate directly in the financial performance of the tenants’ operations, we are exposed to the credit risk of ourtenants in our NNN segment. See “Risk Factors—Risks Relating to Our Business Operations and Strategy—If our managers’, tenants’ or borrowers’financial condition or business prospects deteriorate, our business, financial condition and results of operations could be adversely affected” included inPart I, Item 1A of this Annual Report. The following table provides information regarding our significant NNN tenant concentration as of and for the year ended December 31, 2025: Percentage of Total NOI for the year endedDecember 31, 2025Segment Properties as ofDecember 31, 2025 Percentage of Segment Properties as of December 31,2025 Brookdale Senior Living, Inc. 6.2 % 77 5.6 % Kindred Healthcare, LLC 5.8 31 2.3 Ardent Health Partners, LLC 6.4 30 2.2 ______________________________ Percentage of Total NOI includes the NOI for 121 senior housing properties in our NNN segment that were leased to Brookdale (as defined below) for all or part of2025, including 56 properties for which the lease expired on or before December 31, 2025 (the “Brookdale Conversion and Sale Communities”). In connectiontherewith, (i) 42 of the Brookdale Conversion and Sale Communities were converted to our SHOP segment during 2025, with the NOI for those properties includedthrough the date of conversion, (ii) 3 of the Brookdale Conversion and Sale Communities were converted to our SHOP segment on January 1, 2026, (iii) 2 of theBrookdale Conversion and Sale Communities were sold during 2025, with the NOI for those properties included through the date of sale and (iv) 9 of the BrookdaleConversion and Sale Communities were held for sale as of December 31, 2025. As a result of the foregoing, Brookdale is not expected to represent a significantportion of the Total NOI or properties for our NNN segment in 2026 and thereafter. The properties we lease to Brookdale Senior Living, Inc. (together with its subsidiaries, “Brookdale”), Ardent and Kindred Healthcare, LLC(together with its subsidiaries, “Kindred”) accounted for a significant portion of our NNN segment revenues and NOI for the year ended December 31,2025. As noted previously, Brookdale is not expected to represent a significant portion of the Total NOI or properties for our NNN segment in 2026 and goingforward. See “Risk Factors—Risks Relating to Our Business Operations and Strategy—A significant portion of our revenues and operating income isdependent on a limited number of tenants and managers, including Ardent, Kindred, Atria, Sunrise and Le Groupe Maurice” included in Part I, Item 1A ofthis Annual Report,“ “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Concentration Risk” included in Part II,Item 7 of this Annual Report and “Note 3 – Concentration of Credit Risk” of the Notes to Consolidated Financial Statements included in Part II, Item 8 ofthis Annual Report. As of December 31, 2025, we held warrants exercisable at any time prior to September 13, 2034, for 9.9% of the common equity of a parentcompany of Kindred exercisable at the pre-issuance value of such common equity (the “Scion Warrants”). See “Note 9 – Other Assets” of the Notes toConsolidated Financial Statements included in Part II, Item 8 of this Annual Report. (1) (1) 6
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Table of Contents As of December 31, 2025, we held an approximately 6.6% ownership interest in Ardent. See “Note 7 – Investments in Unconsolidated Entities”of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report. Non-Segment Assets Non-segment assets consist primarily of corporate assets, including cash and cash equivalents, restricted cash, loans receivable andinvestments and accounts receivable. Our loans receivable and investments generally provide us with interest income and fees and are often securedby mortgage liens or leasehold mortgages on the underlying properties and corporate or personal guarantees by affiliates of the borrowing entity. Insome cases, the loans are secured by a pledge of ownership interests in the entity or entities that own the related properties or may take the form ofmezzanine loans, which are subordinated to senior secured loans held by other investors that encumber the same real estate. We also hold non-mortgage loans receivable, net, which are generally corporate loans that are collateralized primarily by non-real estate related collateral or areunsecured. See “Note 6 – Loans Receivable and Investments, net” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of thisAnnual Report. Although we do not participate directly in the financial performance of the operations of our borrowers’ properties, we are directlyexposed to the credit risk of our borrowers and therefore indirectly to their operational risks. See “Risk Factors—Risks Relating to Our BusinessOperations and Strategy—If our managers’, tenants’ or borrowers’ financial condition or business prospects deteriorate, our business, financial conditionand results of operations could be adversely affected” included in Part I, Item 1A of this Annual Report. Non-segment assets also include our investments in unconsolidated entities, including investments in unconsolidated real estate entitiesthrough our third-party institutional private capital management platform, VIM, and investments in unconsolidated operating entities, such as Ardent andAtria. Through VIM, we partner with third-party institutional investors to invest in real estate through various joint ventures and other co-investmentvehicles. In these arrangements, we are typically the general partner and earn fees as a result of that service. The assets in our VIM business areprimarily comprised of three platforms: the Ventas Fund, a state pension fund joint venture and a sovereign wealth fund joint venture. The Ventas Fundis a perpetual life vehicle focused on investments in core and core plus life science, outpatient medical and senior housing real estate in North America.Our state pension fund joint venture is principally focused on investments in ground up development and value-added redevelopment of senior housing.Our sovereign wealth fund joint venture is focused on university-based research and innovation development projects. In the Ventas Fund and certainother ventures, we have the ability to earn revenues through incentive fees periodically during the life of the venture. See “Note 7 – Investments inUnconsolidated Entities” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report. Development and Redevelopment Activities From time to time, we engage in development and redevelopment activities within our reportable segments and through our investments inunconsolidated entities. For example, we are party to certain agreements that commit us to develop properties funded through capital that we and, incertain circumstances, our joint venture partners provide. In addition, from time to time, we engage in redevelopment projects with respect to ourexisting senior housing communities, outpatient medical buildings and research centers to maximize the value, increase NOI, maintain a market-competitive position, achieve property stabilization or change the primary use of the property. 7
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Table of Contents Geographic Diversification of Properties Our portfolio of assets is broadly diversified by geographic location throughout the United States, Canada and the United Kingdom, withproperties in only one state (California) accounting for more than 10% of our total revenues for the year ended December 31, 2025. See “Management’sDiscussion and Analysis of Financial Condition and Results of Operations—”Concentration Risk” included in Part II, Item 7 of this Annual Report. Competition We generally compete for investments in real estate with publicly traded, private and non-listed healthcare REITs, real estate partnerships,healthcare providers, healthcare lenders and other investors, including developers, banks, insurance companies, pension funds, government-sponsoredentities and private equity firms, some of whom may have greater financial resources and lower costs of capital than we do. Increased competitionchallenges our ability to identify and successfully capitalize on opportunities that meet our objectives, which is affected by, among other factors, theavailability of suitable acquisition or investment targets, our ability to negotiate acceptable transaction terms and our access to and cost of capital. See“Risk Factors—Risks Relating to Our Business Operations and Strategy—Our ongoing strategy depends, in part, upon identifying and consummatingfuture acquisitions and investments and effectively managing our external growth opportunities” included in Part I, Item 1A of this Annual Report and“Note 10 – Senior Notes Payable and Other Debt” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report. Our managers, tenants and borrowers typically compete on a local and regional basis with other organizations that provide comparableservices. They typically compete to attract and retain residents and patients to our properties based on scope and quality of care, reputation andfinancial condition, price, location and physical appearance of the properties, services offered, qualified personnel, physician referrals and familypreferences. With respect to outpatient medical buildings and research centers, we and our third-party managers compete to attract and retain tenantsbased on many of the same factors, in addition to quality of the affiliated health system or university, physician preferences and proximity to hospital oruniversity campuses or research centers and quality of lab space. The ability of our managers, tenants and borrowers to compete successfully could beaffected by private, federal and state reimbursement programs and other laws and regulations. See “Risk Factors—Risks Relating to Our CapitalStructure—Changes in the U.S. political and regulatory environment could affect availability of government funding that we or our managers, tenants orborrowers rely on, which could negatively impact our business” and “Risk Factors—Risks Relating to Legal, Compliance and Regulatory—We and ourmanagers, tenants and borrowers may be adversely affected by regulation and enforcement” included in Part I, Item 1A of this Annual Report. We also compete to attract and retain qualified employees. Our ability to compete effectively will depend on our ability to attract new employeesand retain and motivate existing employees. See “Risk Factors—Our success depends, in part, on our ability to attract and retain talented employees.The loss of any one of our key personnel or the inability to maintain appropriate staffing could adversely impact our business” Human Capital Management Our experienced team is focused on winning together to drive success and create value. As of December 31, 2025, we had 542 employees,none of which are subject to a collective bargaining agreement. We provide a unique environment that offers opportunities for our team to contributetheir talents, develop their skills and learn from each other as they build successful careers. The Compensation Committee and Nominating, Governance and Corporate Responsibility (“NGCR”) Committee of the Board of Directors of theCompany (“Board of Directors” or “Board”) and the Board itself 8
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Table of Contents provide oversight of certain human capital matters. We report on human capital matters regularly to these committees and periodically to our Board ofDirectors. The most significant human capital measures and objectives that we focus on include the topics described below. Talent Acquisition, Development and Retention We are focused on maintaining a strong culture that attracts and retains individuals who share a passion for excellence, integrity, execution,problem-solving skills and collaboration. We invest in our people and their continuous development by providing valuable professional experiences,tailored skill and leadership development programs and meaningful opportunities to learn from internal and external experts. Employee engagement and satisfaction contribute to our ability to attract and retain top talent. Each year, we conduct an employee engagementsurvey through an independent third party, which measures our progress on key employee engagement metrics and identifies opportunities for evolvingour programs. Compensation and Benefits Ventas prides itself in offering an industry-leading compensation and benefits package. Our benefits programs include a robust offering ofmedical, dental, vision, life, accidental death and dismemberment, disability plans and wellness programs, all of which require very low employeecontributions or are offered at no cost to employees. We also provide other ancillary benefits at competitive group rates that allow employees tocustomize benefits to best meet their needs. We offer employees a 401(k) profit sharing plan with both pretax and Roth offerings and competitiveemployer matching contributions that enables them to plan for retirement. Health & Safety Ventas is committed to the health and safety of its employees. Helping to make our workplaces secure and hazard-free is a responsibilityshared with each Ventas employee. Our commitment to health and safety is maintained by effective administration, training and education, and weexpect our operating and development partners to comply with applicable company and legal requirements. Organizational Resilience Our talented employee base is the foundation of our organizational resilience. As part of our employee value proposition, in addition tocompetitive compensation and benefits offerings, we invest in growth, development opportunities and comprehensive performance management for ouremployees that empower them to realize their full potential, expand their capabilities and fill critical roles within the organization. Our employee base iscomprised of a mix of longer tenured employees, who contribute deep institutional experience and knowledge, and shorter tenured employees, whocontribute new perspectives and ways of doing things. As of December 31, 2025, more than 42% of our employees have been promoted or transferredinternally for new opportunities, reflecting our deep commitment to creating an environment where people can build their careers. The NGCR Committee leads, and the Board oversees and reviews at least annually, a robust short- and long-term succession planning processfor our senior management team, including our CEO. In assessing possible CEO candidates, our independent directors identify the skills, experienceand attributes they believe are required for an effective leader in light of the Company’s strategic plan, business opportunities and challenges. TheBoard employs a similar approach with respect to evaluating possible candidates for other 9
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Table of Contents senior management positions. In general, our management succession planning is designed to anticipate both “planned” successions, such as thosearising from anticipated retirements, and “unplanned” succession events, including emergencies and a range of other potential contingencies. OurBoard has adopted an emergency succession plan to facilitate the transition to both interim and long-term leadership in the event of an unexpectedvacancy in the position of CEO. The CEO, Executive Vice President, General Counsel and Vice President, Human Resources support the annual succession plan reviewconducted by the NGCR Committee by providing information about each executive role and succession scenarios, including an overview of eachpotential successor’s experience and potential, readiness assessment and planned leadership development opportunities. The independent membersof the Board also regularly interact with employees across several levels of seniority of Ventas through management presentations at Board meetingsand other informal events to form their own independent assessment of senior leaders. The NGCR Committee and the Board also regularly review strength and gaps in the executive and senior management team and theirorganizations with the Company’s long-term strategy and goal of optimizing performance in mind. When appropriate, action plans are identified andexecuted to drive performance, enhance organizational resilience and support succession planning, including for the CEO. We engage third partyexperts where appropriate to bring additional insights to and facilitate succession planning, conduct assessments and provide coaching anddevelopment to executives and others in cases where the Company and the employee will benefit. Corporate Sustainability Ventas takes a data-driven, holistic view of risks and opportunities to develop and execute corporate sustainability initiatives that support ourbusiness strategy and enhance value for stockholders. Our priorities are organized under three pillars: • Sustainable Business: Creating Long-Term Value • Exceptional Employees: Attracting and Engaging Top Talent • High Standards: Leading in Governance, Ethics and Transparency Ventas has set measurable goals related to our key sustainability topics and progress towards these goals is reported annually in our CorporateSustainability Report. These matters are overseen by our NGCR Committee. Our EVP, General Counsel and Ethics & Compliance Officer and VP, CorporateSustainability report on these matters regularly to the NGCR Committee and periodically to our Board of Directors. Insurance We maintain and/or contractually require that our managers, tenants, borrowers and certain other counterparties maintain comprehensiveinsurance coverage on our properties, our operations and, where appropriate, their operations, with terms, conditions, limits and deductibles that webelieve are customary for similarly situated companies in each industry. We frequently review our insurance programs and requirements. The insurancethat we maintain or require may take the form of commercial insurance, captive insurance or self-insurance. 10
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Table of Contents We maintain the property insurance for a vast majority of our properties in our OM&R and SHOP segments. We maintain liability insurance forthe properties in our OM&R segment and general and professional liability insurance for most of the senior housing communities and related operationsin our SHOP segment. Where we do not maintain the general and professional liability insurance for a senior housing community and its relatedoperations, the manager is contractually required to maintain it in accordance with standards set forth in our management agreements. We alsocontractually require the tenants in our NNN segment to maintain property and liability insurance in accordance with standards set forth in our leaseagreements with them. Through our OM&R segment, we provide engineering, construction and architectural services in connection with new development projects,and we maintain and/or contractually require tenants, contractors, design professionals and other parties involved with such services to maintainproperty and liability insurance with respect to those activities. The Company maintains a wholly-owned captive insurance company, which provides insurance coverage for losses below the deductible andwithin the self-insured retention of the commercial property and general and professional liability insurance that we maintain for certain of our outpatientmedical and senior housing properties. The captive insurance company also provides a portion of the insurance coverage for losses above the self-insured retention of the commercial property insurance. Additional Information We maintain a website at www.ventasreit.com and an Investor Relations website at ir.ventasreit.com. We use our Investor Relations website asa means of disclosing material information. Accordingly, investors should monitor our Investor Relations website in addition to following our pressreleases, SEC filings and public conference calls and webcasts. The information on our website and our Investor Relations website is not incorporatedby reference in this Annual Report, and our web addresses are included as an inactive textual reference only. We make available, free of charge, through our Investor Relations website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13 or 15(d) of the Securities Exchange Act of1934, as amended (the “Exchange Act”) as soon as reasonably practicable after we electronically file such material with, or furnish it to, the U.S.Securities and Exchange Commission (the “SEC”). In addition, our Guidelines on Governance, Global Code of Ethics and Business Conduct (includingwaivers from and amendments to that document) and the charters for each of our Audit and Compliance, NGCR and Compensation Committees areavailable on our Investor Relations website, and we will mail copies of the foregoing documents to stockholders, free of charge, upon request to ourCorporate Secretary at Ventas, Inc., 300 North LaSalle Street, Suite 1600, Chicago, Illinois 60654. GOVERNMENT REGULATION United States Healthcare Regulation, Licensing and Enforcement We, along with our managers, tenants and borrowers in the United States, are subject to or impacted by extensive and complex federal, stateand local healthcare laws and regulations, including laws and regulations relating to quality of care, licensure and certificates of need (“CON”), conductof operations, government reimbursement, such as Medicare and Medicaid, fraud and abuse, qualifications of personnel, appropriateness andclassification of care, adequacy of plant and equipment and data privacy and cybersecurity. In our SHOP segment, these laws and regulations typicallyapply directly to us and our senior housing communities, where we generally hold the applicable healthcare licenses. In some instances, we enroll ingovernment reimbursement programs, such as Medicare and Medicaid, on behalf of the communities in our SHOP segment. In our other segments, ourtenants and borrowers are typically subject to these laws and regulations. Imposition of sanctions 11
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Table of Contents associated with these laws and regulations could adversely affect the tenant’s or borrower’s ability to satisfy their obligations to us. See “Risk Factors—Risks Relating to Our Business Operations and Strategy—Our operating assets in our SHOP segment may expose us to various operational risks,liabilities and claims that could adversely affect our ability to generate revenues or increase our costs and could adversely affect our business, financialcondition and results of operations,” “Risk Factors—Risks Relating to Our Business Operations and Strategy—If our managers’, tenants’ or borrowers’financial condition or business prospects deteriorate, our business, financial condition and results of operations could be adversely affected” and “RiskFactors—Risks Relating to Legal, Compliance and Regulatory—We and our managers, tenants and borrowers may be adversely affected by regulationand enforcement” included in Part I, Item 1A of this Annual Report. Healthcare laws and regulations are wide-ranging and complex. Noncompliance may result in the imposition of civil, criminal, and administrativepenalties, including: the loss or suspension of accreditation, licenses or CONs; suspension of or non-payment for new admissions; denial ofreimbursement; fines; suspension, decertification, or exclusion from federal and state healthcare programs; or facility closure. Changes in laws orregulations, reimbursement policies, enforcement activity and regulatory non-compliance by us or our managers, tenants or borrowers could have asignificant effect on our and their operations and financial condition, which in turn may adversely impact us, as detailed below and set forth under “RiskFactors—Risks Relating to Legal, Compliance and Regulatory” in Part I, Item 1A of this Annual Report. Licensure, Certification and CONs Senior housing communities, other than independent living communities, are subject to state and local healthcare laws that may requirelicenses, certifications and permits in order to operate, and may vary greatly from one jurisdiction to another. Our senior housing communities thatreceive government reimbursement payments are also subject to extensive federal laws and regulation. Our tenants or borrowers who operate otherfacilities, such as SNFs, LTACs, IRFs, health systems and medical practices, are typically subject to extensive federal and state regulation and musthold various licenses, certifications, and permits. Licensure and certification may be conditioned on requirements related to, among other things, thequality of medical care provided, compliance with staffing levels and reporting requirements, qualifications of the operator’s administrative personneland clinical staff, adequacy of the physical plant and equipment and continuing compliance with applicable laws and regulations. Sanctions for failure tocomply with licensure and certification laws and regulations include loss of licensure or certification and ability to participate in or receive payments fromthe Medicare and Medicaid programs, suspension of or non-payment for new admissions, fines, and potential criminal penalties. Many of our licensed facilities, tenants and borrowers are subject to state CON laws, which require governmental approval prior to thedevelopment or expansion of licensed facilities and services. The approval process in states with CON laws generally requires a facility to demonstratethe need for additional or expanded licensed facilities or services. CONs, where applicable, are also sometimes necessary for changes in ownership orcontrol of licensed facilities, addition of beds, investment in major capital equipment, introduction of new services or termination of services previouslyapproved through the CON process. CON laws and regulations may restrict our or our tenants’ ability to expand and grow in certain circumstances,which could have an adverse effect on our or their revenues. Fraud and Abuse Enforcement Participants in the U.S. healthcare industry are subject to complex federal and state civil and criminal laws and regulations governing healthcareprovider referrals, relationships and arrangements. These laws include: (i) federal and state false claims acts, which generally prohibit providers fromfiling false claims or making false statements to receive payment from Medicare, Medicaid or other federal or state healthcare programs; (ii) federal andstate anti-kickback and fee-splitting statutes, including the federal Anti-Kickback Statute, which prohibits the payment or receipt of remuneration toinduce referrals or generate business involving healthcare items or services payable by Medicare or Medicaid; (iii) federal and state physician self- 12
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Table of Contents referral laws, which generally prohibit referrals of certain services by physicians to entities with which the physician or an immediate family member hasa financial relationship; and (iv) the federal Civil Monetary Penalties Law, which requires a lower burden of proof than other fraud and abuse laws andprohibits, among other things, the knowing presentation of a false or fraudulent claim for certain healthcare services. Violating these healthcare fraud and abuse laws and regulations may result in criminal and civil penalties, such as punitive sanctions, damageassessments, monetary penalties, imprisonment, denial of Medicare and Medicaid payments, and exclusion from the Medicare and Medicaid programs.These laws and regulations are enforced by a variety of federal, state and local governmental agencies, and many can also be enforced by privatelitigants through federal and state false claims acts and other laws that allow private individuals to bring whistleblower suits known as qui tam actions. Government Reimbursement Sources of revenue for us and some of our tenants and borrowers include, among others, governmental healthcare programs, such as thefederal Medicare programs and state Medicaid programs, and non-governmental third-party payors, such as insurance carriers and health maintenanceorganizations. Medicare is a federal health insurance program for persons aged 65 and over, some disabled persons, persons with end-stage renaldisease and persons with amyotrophic lateral sclerosis. Medicaid is a medical assistance program for eligible needy persons that is funded jointly byfederal and state governments and administered by the states. Medicaid eligibility requirements and benefits vary by state. The Medicare and Medicaidprograms are highly regulated and subject to frequent and substantial changes resulting from legislation, regulations and administrative and judicialinterpretations of existing law. Federal and state governments have made and continue to make significant modifications to the Medicare and Medicaid programs, includingchanges intended to reduce government spending. These changes may include, for example, reductions in reimbursement rates, funding restrictions,limitations on payments to Medicare and Medicaid managed care plans and cost control strategies such as increased enrollment in managed careprograms. Private payors, such as insurance companies, are typically for-profit companies and are continuously seeking opportunities to control healthcare costs. In some cases, private payors rely on Medicare reimbursement systems to determine reimbursement rates, such that changes ingovernment health care programs that reduce payments under those programs may negatively impact payments from private payors. These changesmay result in reduced or slower growth in reimbursement for certain services provided by some of our tenants and borrowers. Additionally, the U.S.Congress and certain state legislatures have introduced and passed a large number of proposals and legislation affecting the healthcare system,including laws that directly or indirectly affect reimbursement. For example, the federal budget reconciliation bill, H.R. 1, enacted on July 4, 2025, (the“OBBBA”), includes several healthcare policy changes that are expected to result in Medicaid spending reductions and changes in administration ofstate Medicaid programs. The law requires changes to Medicaid financing mechanisms, some of which are intended to reduce the federal matchingfunds received by state Medicaid programs. Reductions in federal Medicaid funds and increases to state administrative burdens could have a significantimpact on Medicaid programs, such as limitations on eligibility or coverage, particularly if states are unable to offset federal funding reductions. In recent years, governmental and commercial payers have made efforts to promote shifting from traditional fee-for-service reimbursementmodels to alternative payment models that tie reimbursement to quality and cost of care, such as accountable care organizations and bundledpayments. It is difficult to predict the nature and success of future financial or delivery system reforms, but changes to reimbursement rates and relatedpolicies could adversely impact our and our tenants’ results of operations. See “Risk Factors—Risks Relating to Our Capital Structure—Changes in theU.S. political and regulatory environment could affect availability of government funding that we or our managers, tenants or borrowers rely on, whichcould negatively impact our business” included in Part I, Item 1A of this Annual Report. CARES Act and Similar Governmental Funding Programs 13
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Table of Contents In response to the COVID-19 pandemic, in 2020, Congress enacted a series of economic stimulus and relief measures through the CoronavirusAid, Relief and Economic Security Act (the “CARES Act”), the Paycheck Protection Program and Health Care Enhancement Act and the ConsolidatedAppropriations Act, 2021. Other domestic, foreign, local, regional or national governments also implemented similar grant programs. We, and ourmanagers, tenants and borrowers, applied for and received grants under these types of government programs. The U.S. Department of Health and Human Services (“HHS”) Office of Inspector General, the Pandemic Response Accountability Committeeand other governments each may have the right to conduct audits of our, or our managers’, tenants’ or borrowers’, use of funds from such programs andmay have the right to recoup some or all of the payments if it determines those payments were not made or the funds not used in compliance with itsrules, regulations and interpretive guidance. International Healthcare Regulation Our SHOP segment includes senior housing communities in Canada and the United Kingdom. Our SHOP operations and the operations of ourtenants in those countries are subject to a variety of healthcare laws and regulations related to, among other things, quality of care, licensure,government reimbursement and fraud and abuse. Our senior living communities in Canada are provincially regulated. Within each province, there are different categories for senior livingresidences that are generally based on the level of care sought or required by a resident (e.g., assisted or retirement living, senior living residences,residential care, long-term care). In some of these categories and depending on the province, residences may be government funded, or the individualresidents may be eligible for a government subsidy, while other residences are exclusively private-pay. The governing legislation and regulations vary byprovince, but generally impose licensing requirements and requirements related to quality control, public health, infection control and other care-relatedoperating standards. These laws empower regulators in each province to take a variety of steps to ensure compliance, conduct inspections, issuereports and generally regulate the industry. These laws typically apply directly to us and our senior living communities in Canada, where we generallyhold the applicable operating licenses. Also, certain provinces (such as Quebec) impose rent control regulations that apply to our senior livingcommunities. In the United Kingdom, operations in our senior housing communities are principally regulated as “care home services” under the Health andSocial Care Act 2008 (as amended) and other regulations including the Health and Care Act 2022 and the Health and Social Care Act 2008 (RegulatedActivities) (Amendment) Regulations 2023. This legislation subjects service providers to standards of care and requires that all persons carrying outsuch activities be registered and comply with requirements related to, among other things, ensuring the senior housing communities provide safe,effective care and are caring, responsive and well-led, and that managers of such persons be registered and be “fit and proper persons”. In the case ofour senior housing communities in the UK that are in our SHOP segment, we are required to be registered under such legislation and are directlysubject to such requirements. A failure to comply with such requirements may result in, among other things, substantial fines and criminal prosecutionsin certain cases. Sources of revenue for our senior housing communities in the United Kingdom include federal (including the National Health Service)and local governmental authorities in addition to private payors. Data Privacy and Cybersecurity We and our managers, tenants and borrowers are subject to federal, state and international laws and regulations related to data privacy andcybersecurity. These statutes, and other similar federal, state and 14
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Table of Contents international laws and regulations that may be enacted in the future, may require us or our managers, tenants or borrowers to modify our or their dataprocessing and cybersecurity practices and policies, incur substantial compliance-related costs and expenses and otherwise suffer adverse impacts onour or their business. See “Risk Factors—Risks Relating to Legal, Compliance and Regulatory—We and our managers, tenants and borrowers may beadversely affected by complex and evolving laws and regulations regarding data privacy and cybersecurity” in Part I, Item 1A of this Annual Report. We and our managers, tenants and borrowers may be subject to data privacy and cybersecurity regulations issued pursuant to the HealthInsurance Portability and Accountability Act of 1996, as amended (“HIPAA”). These regulations restrict the use and disclosure of individually identifiablehealth information (“protected health information” or “PHI”), provide for individual rights and require safeguards for PHI and notification of breaches ofunsecure PHI. Entities subject to HIPAA include most healthcare providers, including some of our managers, tenants and borrowers. These coveredentities are required to implement administrative, physical and technical practices to protect the security of PHI that is electronically maintained ortransmitted. Business associates of covered entities who create, receive, maintain or transmit PHI are also subject to certain HIPAA provisions.Violations of HIPAA may result in substantial civil and/or criminal fines and penalties. The Federal Trade Commission uses its consumer protectionauthority to initiate enforcement actions in response to data breaches and regulate unfair or deceptive acts or practices, including with respect to dataprivacy and cybersecurity. The U.S. Congress has considered, and will likely in the future consider, proposals for more comprehensive federal dataprivacy and cybersecurity legislation to which we or our managers, tenants and borrowers may be subject if passed. Data privacy and cybersecurity are areas of increasing state legislative focus, and states are increasingly proposing or enacting legislation thatrelates to data privacy and cybersecurity. For example, the California Consumer Privacy Act, as amended by the California Privacy Rights Act(collectively, the “CCPA”), gives California residents certain rights with respect to their personal information. Other states where we or our managers,tenants or borrowers do business, or may in the future do business, have enacted, or are considering enacting, comprehensive data privacy andcybersecurity laws that share similarities with the CCPA, for example the Texas Data Privacy and Security Act, effective as of July 1, 2024. In addition,laws in all 50 U.S. states and most U.S. territories generally require businesses to provide notice under certain circumstances to consumers whosepersonal information has been disclosed as a result of a data breach, and we or our managers, tenants or borrowers may be required to report eventsrelated to data privacy or cybersecurity issues, events where customer information may be compromised, unauthorized access to our or their systemsor networks and other security breaches, to affected individuals or the relevant regulatory authorities. Our senior housing communities in Canada are subject to data privacy and cybersecurity legislation, including, in certain provinces, data privacyand cybersecurity laws specifically related to personal health information. Although the obligations of senior living residences in the various provincesdiffer, they all include the obligation to protect personal information. The powers of data privacy and cybersecurity regulators and penalties for violationsof data privacy and cybersecurity laws vary according to the applicable law or are left to the courts. In the United Kingdom, providers of care home services, including us and our tenants and managers, are subject to the U.K.’s Data ProtectionAct 2018, U.K. General Data Protection Regulation, Privacy and Electronic Communications Regulations and Data (Use and Access) Act 2025(collectively, “U.K. Data Protection Laws”), which govern the processing of personal data (including in relation to employees, clients and recipients ofcare home services). The U.K. Data Protection Laws impose a significant number of obligations on data controllers with the potential for fines of up to4% of annual worldwide turnover or £17.5 million, whichever is greater. Regulation Impacting our Life Sciences Research Tenants Some of our tenants, including university-affiliated organizations and private sector companies, conduct life sciences, medical device or relatedresearch. These tenants may be dependent on the public markets, private investors, the federal government agencies, such as the National Institutes ofHealth (“NIH”), or other 15
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Table of Contents sources of funding to support their activities. Creating a new pharmaceutical product or medical device requires substantial investments of time andcapital, in part because of the extensive regulation of the healthcare industry. It also entails considerable risk of failure in demonstrating that the productis safe and effective and in gaining regulatory approval and market acceptance. Therefore, these tenants may face high levels of regulation, expenseand uncertainty. Our tenants with marketable products may be adversely affected by healthcare reform and government reimbursement policies, includingchanges under the current presidential administration or by private healthcare payors. Tax Regulation We elected to be taxed as a REIT under Sections 856 through 860 of the Code, commencing with our taxable year ended December 31, 1999.Provided we qualify for taxation as a REIT, we generally will not be required to pay U.S. federal corporate income taxes on our REIT taxable income thatis currently distributed to our stockholders. This treatment substantially eliminates the “double taxation” that ordinarily results from investment in a Ccorporation. We are required to pay income tax in certain circumstances, including on taxable income earned by our taxable REIT subsidiaries. We are subject to state and local tax in the United States and certain states that do not conform completely to the federal income tax rules. Wealso are subject to non-U.S. tax on our operations in Canada and in the United Kingdom, as our U.S. REIT status does not by itself afford us special taxstatus in those countries. We attempt to structure our investments outside of the U.S. in the most efficient manner possible, but do expect to incur sometax expense on our non-U.S. operations, which could increase due to tax rate increases, interest expense limitations or other changes in law. Inparticular, legislation related to interest expense deductibility in Canada may have a significant impact on our income tax expense and cash taxes. See“Risk Factors—Risks Relating to Our REIT Status—Legislative or other actions affecting REITs or taxes could have a negative effect on ourstockholders or us” included in Part I, Item 1A of this Annual Report. The Code defines a REIT as a corporation, trust or association: 1. that is managed by one or more trustees or directors; 2. that issues transferable shares or transferable certificates to evidence its beneficial ownership; 3. that would be taxable as a domestic corporation, but for Sections 856 through 860 of the Code; 4. that is not a financial institution or an insurance company within the meaning of certain provisions of the Code; 5. that is beneficially owned by 100 or more persons; 6. not more than 50% in value of the outstanding stock of which is owned, actually or constructively, by five or fewer individuals, including certainspecified entities, during the last half of each taxable year; and 7. that meets other tests, regarding the nature of its income and assets and the amount of its distributions. We believe that we have been organized and have operated in a manner that has allowed us, and will continue to allow us, to satisfy conditions(1) through (7) inclusive, during the relevant time periods, and we intend to continue to be organized and operate in this manner. However, qualificationand taxation as a REIT depend upon our ability to meet the various qualification tests imposed under the Code, including through actual operatingresults, asset composition, distribution levels and diversity of stock ownership. Accordingly, no 16
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Table of Contents assurance can be given that we will be organized or will be able to operate in a manner so as to qualify or remain qualified as a REIT. If we lose our status as a REIT (currently or with respect to any tax years for which the statute of limitations has not expired), we will faceserious tax consequences that will substantially reduce the funds available to satisfy our obligations, to implement our business strategy and to makedistributions to our stockholders for each of the years involved because: • We would not be allowed a deduction for distributions to stockholders in computing our taxable income and would be subject to regular U.S. federalcorporate income tax; • We could be subject to increased state and local taxes; and • Unless we are entitled to relief under statutory provisions, we could not elect to be subject to tax as a REIT for four taxable years following the yearduring which we were disqualified. In addition, in such event we would no longer be required to pay dividends to maintain REIT status, which could adversely affect the value ofour common stock. See “Risk Factors—Risks Relating to Our REIT Status.” included in Part I, Item 1A of this Annual Report. Our senior housing communities, including certain of our independent living communities, that are considered “qualified health care properties”that are not leased to a third party operator generally must be owned and operated in a structure where we engage a third-party manager to manageand operate the senior housing communities. For these senior housing communities we are required to rely on a third-party manager to manage andoperate the property, including for purposes of procuring supplies, hiring and training all employees, entering into all third-party contracts for the benefitof the property, including resident/patient agreements, complying with laws and regulations, including but not limited to healthcare laws, and providingresident care and services, in exchange for a management fee. The majority of senior housing communities in our SHOP segment are characterized asqualified health care properties that must be operated by third-party managers. On July 4, 2025, the OBBBA was signed into law. The OBBBA includes several significant provisions, such as the permanent extension ofcertain expiring provisions of the Tax Cuts and Jobs Act of 2017, reforms to Medicaid and other changes to the Code that affect us and our investors.Among other things, the OBBBA (i) permanently extended the 20% deduction for “qualified REIT dividends” for our stockholders who are individuals andnon-corporate taxpayers under Section 199A of the Code, (ii) increased the percentage limit under the REIT asset test applicable to our TRSs from 20%to 25% for taxable years beginning after December 31, 2025, and (iii) increased the base for the 30% interest deduction limit under Section 163(j) of theCode by modifying the definition of “adjusted taxable income” to exclude depreciation, amortization and depletion expense for taxable years beginningafter December 31, 2024. The OBBBA also contains numerous provisions that may affect our or our managers’, tenants’ or borrowers’ operations,including but not limited to provisions that pertain to funding of government reimbursement programs, which in turn may affect our business, financialcondition or results of operations. See “Risk Factors” included in Part I, Item 1A of this Annual Report for additional discussion of the risks anduncertainties we and our managers, tenants or borrowers may face. Environmental Regulation A wide variety of federal, local and foreign environmental and occupational health and safety laws and regulations affect our assets. Thesecomplex federal, local and foreign statutes, and their enforcement, involve a myriad of regulations, many of which impose strict liability on offenders.Some of these federal, local and foreign laws and regulations may directly impact us. Under various federal, local and foreign environmental laws,ordinances and regulations, an owner of real property or a secured lender, such as us, may be liable for the costs of removal or remediation ofhazardous or toxic substances at, under or disposed of in connection with 17
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Table of Contents such property, as well as other potential costs relating to hazardous or toxic substances (including government fines and damages for injuries topersons and adjacent property). See “Risk Factors—Risks Relating to Legal, Compliance and Regulatory—We could incur substantial liabilities andcosts if any of our properties are found to be contaminated with hazardous substances or we become involved in any environmental disputes” in Part I,Item 1A of this Annual Report. With respect to our properties that are operated by third parties, we may be held primarily or jointly and severally liable for costs relating to theinvestigation and cleanup of any property from which there is or has been an actual or threatened release of a regulated material and any other affectedproperties, regardless of whether we knew of or caused the release. Such costs typically are not limited by law or regulation and could exceed theproperty’s value. In addition, we may be liable for certain other costs, such as governmental fines and injuries to persons, property or natural resources,as a result of any such actual or threatened release. See “Risk Factors—Risks Relating to Our Business Operations and Strategy—Our operatingassets in our SHOP segment may expose us to various operational risks, liabilities and claims that could adversely affect our ability to generaterevenues or increase our costs and could adversely affect our business, financial condition and results of operations” included in Part I, Item 1A of thisAnnual Report. Under the terms of our leases and loans, we generally have a right to indemnification by the tenants of our properties or borrowers for anycontamination caused by them. In some instances, we have agreed to indemnify our managers and tenants against any environmental claims (including penalties and cleanupcosts) resulting from any condition arising in, on or under, or relating to, the applicable properties at any time before the applicable lease ormanagement commencement date. With respect to SHOP, we have agreed to indemnify our managers against any environmental claims (includingpenalties and cleanup costs) resulting from any condition on those properties. ITEM 1A. Risk Factors This section discusses material factors that affect our business, operations and financial condition. It does not describe all risks anduncertainties applicable to us, our industry or ownership of our securities. If any of the following risks, or any other risks and uncertainties that are notaddressed below or that we have not yet identified, actually occur, we could be materially adversely affected, and the value of our securities coulddecline. As set forth below, we believe that the risks we face generally fall into the following categories: • Risks Relating to Our Business Operations and Strategy • Risks Relating to Our Capital Structure • Risks Relating to Legal, Compliance and Regulatory • Risks Relating to Our REIT Status Risks Relating to Our Business Operations and Strategy Macroeconomic trends, including trends relating to labor costs, unemployment, inflation, interest rates and exchange rates, may affect ourbusiness and financial results. 18
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Table of Contents Macroeconomic trends, including unfavorable trends relating to labor costs, unemployment, inflation, interest rates and exchange rates, mayadversely impact our business, financial condition and results of operations. Increased labor costs and a shortage of available skilled and unskilled workers may impact our or our managers’, tenants’ or borrowers’workforce, including employees at our senior housing communities. To the extent we or our managers, tenants or borrowers cannot hire sufficientqualified workers, we or they may need to rely on high-cost alternatives to meet labor needs, including contract and overtime labor. In addition, we andour managers, tenants and borrowers compete with various other companies in attracting and retaining qualified and skilled personnel. Competitivepressures may require that we or our managers, tenants or borrowers enhance pay and benefits packages to compete effectively for such personnel.We and our managers, tenants and borrowers may not be able to offset additional staffing costs by increasing the rates we charge, whether toresidents, tenants or others. If there is an increase in these costs or if we or our managers, tenants and borrowers fail to attract and retain qualified andskilled personnel, our respective businesses and operating results could be adversely affected. See also “—To the extent that we or our managers,tenants and borrowers are unable to navigate successfully the trends affecting our or their businesses and the industries in which we or they operate,we may be adversely affected.” Many of our costs and the costs of our managers, tenants and borrowers, including operating and administrative expenses, interest expenseand real estate acquisition and construction costs, are subject to inflation. Any increase in inflation that results in an increase in such costs couldadversely affect our business, results of operation and financial condition. These costs include expenses for contracted services, utilities, repairs andmaintenance and insurance and general and administrative costs including compensation costs and fees for technology and professional services. Seealso “—We may face increased risks and costs associated with volatility in materials and labor prices or as a result of supply chain or procurementdisruptions, which may adversely affect the status of our construction projects.” Property taxes are also impacted by inflationary changes because taxesin some jurisdictions are regularly reassessed based on changes in the fair value of our properties. We may not be able to offset such additional costsby passing them through, or increasing the rates we charge, to residents and tenants. Rising interest rates may result in higher operating and incremental borrowing costs for us and our managers, tenants and borrowers. Increasesin or elevated interest rates may also result in a decrease in the value of our real estate and a decrease in our cash flows and net income. See also “—We are exposed to increases in interest rates, which could reduce our profitability and adversely impact our ability to refinance existing debt, sell assetsor engage in acquisition, investment, development and redevelopment activity, and our decision to hedge against interest rate risk might not beeffective.” Elevated inflation or higher than expected interest rates due to macrodevelopments, U.S. government policies or otherwise could negativelyimpact consumer spending, our and our managers’, tenants’ and borrowers’ businesses and future demand for our properties. Additionally, theperception by consumers of weak or weakening market conditions may reduce disposable income and impact consumer spending in senior housing orhealthcare, which could adversely affect our financial results. See also “—If our managers’, tenants’ or borrowers’ financial condition or businessprospects deteriorate, our business, financial condition and results of operations could be adversely affected” and “—Market conditions, the actual andperceived state of the capital markets generally and limitations on our ability to access such markets could negatively impact our business and have anadverse effect on us, including our ability to make required payments on our debt obligations, make distributions to our stockholders or make futureinvestments necessary to implement our business strategy.” Further, we are exposed to general economic conditions, local, regional, national and international economic conditions and other events andoccurrences that affect the markets in which we own properties. Our operating performance is impacted by the economic conditions of the specificmarkets in which we have concentrations of properties and could be adversely affected if conditions become less favorable in any such markets. Asubstantial portion of our revenues are derived from properties in California, Texas, New York, Quebec, Canada and Illinois. As a result, we are subjectto increased exposure to adverse conditions affecting 19
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Table of Contents these regions, including downturns in the local economies or changes in local real estate conditions, changing demographics, increased constructionand competition or decreased demand for our properties, regional disruptions to, or limited availability of, utilities and other services and changes in thestate and local legal and regulatory environment. Our inability to respond to such conditions, events or occurrences could adversely affect our business,financial condition and results of operations. Changes in the U.S. political and regulatory environment could affect availability of government funding that we or our managers, tenants orborrowers rely on, which could negatively impact our business. We and our managers, tenants and borrowers may rely on government programs or agencies as a source of funding. From time to time,lawmakers or regulators may take actions that result in significant changes to the healthcare system in the United States, including with respect togovernment funding of or from NIH, Medicare and Medicaid. Our tenants include universities, academic medical centers and other research institutionswhose funding may be dependent on grants from government agencies, such as the NIH and similar agencies or organizations. Other of our tenants,such as LTACs, SNFs, IRFs and certain healthcare facilities, may rely on reimbursement from Medicare and/or Medicaid. Our managers, tenants andborrowers who operate senior housing communities typically depend on private pay sources consisting of the income or assets of residents or theirfamily members to pay fees but may in some limited circumstances receive payments from government reimbursement programs like Medicare andMedicaid. Funding from government agencies and reimbursement programs such as the NIH, Medicare and Medicaid, including the overall availabilityand reimbursement rates under these programs, often fluctuates and is subject to the political process, which is often unpredictable. For example, in2025, the U.S. administration adopted substantial policy changes that affect research and government program funding. Certain of our tenants,including certain university tenants, may depend on NIH grants and reimbursements to partially fund research and in some cases to pay rent for spacein our properties. In addition, federal policymakers have proposed and enacted policies to reduce overall healthcare spending which could impact ourmanagers, tenants and borrowers. Any reduction in the availability or rate of funding or reimbursement, or delays surrounding the approval of suchfunding or reimbursement, may adversely impact our managers’, tenants’ or borrowers’ operations or may cause our tenants to cease making rentpayment payments to us or delay or forgo leasing space in our properties, which in turn may negatively impact our business, financial condition, orresults of operations. In addition, such developments could adversely impact the overall demand for space in our properties. To the extent that we or our managers, tenants and borrowers are unable to navigate successfully the trends affecting our or theirbusinesses and the industries in which we or they operate, we may be adversely affected. Our managers, tenants and borrowers include senior housing managers, hospitals, post-acute facilities and other healthcare systems, medicalpractices and life sciences and technology companies that are subject to a complex set of trends affecting their businesses and the industries in whichthey operate. If we or they are unable to successfully navigate these trends, our business, financial condition and operating results and that of ourmanagers, tenants and borrowers could be adversely affected. There have been, and there are expected to continue to be, advances and changes in technology, payment models, healthcare deliverymodels, public policy, regulation and consumer behavior and perception that could reduce demand for on-site activities provided at our properties. If ourmanagers, tenants or borrowers are unable to adapt to long-term changes in demand, their financial condition could be materially impacted and ourbusiness, financial condition and results of operations could suffer. In addition, our managers, tenants and borrowers face a highly competitive labor market, which has been compounded by general inflationarypressures on wages and could be further compounded by a shortage of care givers or other trained personnel, union activities or minimum wage laws.For example, California 20
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Table of Contents SB-525, which was signed into law in June 2023 and became effective for healthcare workers in 2024, requires certain healthcare facility employers topay wages for certain covered employees that are higher than other state-mandated minimum wages. Pressures such as these may require ourmanagers, tenants and borrowers to comply with regulations or enhance pay and benefits packages to compete effectively for trained personnel or usehigh-cost alternatives to meet labor needs, including contract and overtime labor. They may be unable to offset these increased costs by increasing theamounts they charge their patients, residents or clients. Rising labor expense could negatively impact the financial condition of our managers, tenantsand borrowers and impair their ability to meet their obligations to us. These and other trends could significantly and adversely affect the profitability of these tenants, which could affect their ability to makepayments or meet their other obligations to us or their willingness to renew their leases on terms that are as favorable to us, or at all. Our managers and tenants operate or exert substantial control over the properties that they manage or lease from us, which limits ourcontrol and influence over operations and results. A significant portion of our properties are either managed for us by third-party managers or leased from us by third-party tenants. Our third-partymanagers and tenants are ultimately in control of the day-to-day business of the properties that they manage for or lease from us. We have limitedrights to direct or influence the business or operations of those properties. Although we may have the right under specified circumstances to terminateour arrangements with these third parties or pursue other remedies, we either may not be able to enforce these rights or may choose not to enforcethese rights if we believe that enforcement would be more detrimental to our business than seeking alternative approaches. We depend on these thirdparties to operate our properties in a manner that complies with applicable law and regulation, minimizes legal risk and maximizes the value of ourinvestment. These third parties may have business interests, goals and competing interests which conflict with ours. Additionally, new or smaller third-party managers may have less experience and require more oversight or attention. The failure by these third parties to operate these propertiesefficiently and effectively and adequately manage the related risks could adversely affect our business, financial condition and results of operations. If our managers’, tenants’ or borrowers’ financial condition or business prospects deteriorate, our business, financial condition and resultsof operations could be adversely affected. We rely heavily on our managers, tenants and borrowers and on their ability to perform their obligations to us, regardless of whether ourrelationship is structured as a management agreement, lease or loan. We have limited control over the success or failure of their businesses. At anytime, our managers, tenants or borrowers may experience a weakening in their overall financial or operating condition as a result of deterioratingoperating performance or trends affecting their businesses and industries in which they operate. See also “—Macroeconomic trends, including trendsrelating to labor costs, unemployment, inflation, interest rates and exchange rates, may affect our business and financial results,” “—To the extent thatwe or our managers, tenants and borrowers are unable to navigate successfully the trends affecting our or their businesses and the industries in whichwe or they operate, we may be adversely affected” and “—Changes in the U.S. political and regulatory environment could affect availability ofgovernment funding that we or our managers, tenants or borrowers rely on, which could negatively impact our business.” Our managers, tenants and borrowers depend on their ability to attract seniors, patients and other users of their services to their businesses,which may be affected by many factors, including, among other factors: (i) prevailing economic conditions and market trends, including market volatility,inflation and the strength of the economy generally and the housing market in particular; (ii) the ability to pay for such services, either through privateresources or government reimbursement programs; (iii) consumer confidence; (iv) demographics; (v) property conditions; (vi) clinical conditions andsafety, including as a result of a severe cold and flu season, an 21
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Table of Contents epidemic or any other widespread illness or pandemic; (vi) public perception about such healthcare services; and (vii) social and environmental factors. If our managers, tenants or borrowers fail to effectively conduct their operations, or to maintain and improve our properties on our behalf, itcould adversely affect (i) their ability to attract and retain residents and patients in our properties, which could have an adverse effect on our and ourmanagers’, tenants’ or borrowers’ business, financial condition or results of operations (ii) our business reputation as the owner of the properties and (iii)the business reputation of our managers, tenants or borrowers. If that happens, the manager, tenant or borrower may fail to make payments or meet itsother obligations to us, which could have an adverse impact on our results of operations and financial condition. Although we may have the right underspecified circumstances to terminate our management agreements, terminate a lease, evict a tenant, demand immediate repayment of outstanding loanamounts or pursue other remedies, we may not be able to enforce these rights, or we may determine it is not prudent to do so if we believe thatenforcement of our rights would be more detrimental to our business than seeking alternative approaches. Further, if a manager, tenant or borrowerdefaults or fails to pay its outstanding obligations at a time when it is difficult or not possible to terminate our agreement with or replace such manager,tenant or borrower, we may elect instead to amend such agreement or lease, which may be on terms that are less favorable to us than the originalagreements and may have a material adverse effect on our results of operations and financial condition. We face potential adverse consequences from the bankruptcy or insolvency of our managers, tenants, borrowers and other obligors. At any time, any of our managers, tenants or borrowers could experience a downturn in their business, decline in their operating results ordeterioration in their overall financial condition, which could ultimately lead to their bankruptcy or insolvency. Bankruptcy and insolvency laws affordcertain rights to a party that has filed for bankruptcy or reorganization that may render certain of our rights and remedies unenforceable or delay ourability to pursue such rights and remedies and realize any recoveries. For example, we cannot evict a tenant solely because it has filed a bankruptcypetition. A debtor-lessee may reject our lease in a bankruptcy proceeding, and any claim we have for unpaid rent might not be paid in full. We may beunable to exercise available termination rights under our management contracts or leases during the pendency of any bankruptcy petition. We also maybe required to fund certain expenses and obligations (such as real estate taxes, debt costs and maintenance expenses) to preserve the value of ourproperties, avoid the imposition of liens on our properties or transition our properties to a new manager or tenant. Bankruptcy or insolvency proceedings may result in increased costs and require significant management attention and resources. If we areunable to transition affected properties efficiently and effectively, such properties could experience prolonged operational disruption, leading to loweroccupancy rates and further depressed revenues. Publicity about a manager’s, tenant’s or borrower’s financial condition and insolvency proceedingsmay negatively impact its reputation, which could result in decreased customer demand and revenues. Any or all of these risks could adversely affectour business, financial condition and results of operations. These risks would be magnified where we lease multiple properties to a single third party, asa failure or default could expose us to these risks across multiple properties. See also “—If a borrower defaults, we may be unable to obtain payment, successfully foreclose on collateral or realize the value of anycollateral, which could adversely affect our ability to recover our investment.” 22
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Table of Contents A significant portion of our revenues and operating income is dependent on a limited number of tenants and managers, including Ardent,Kindred, Atria, Sunrise and Le Groupe Maurice. The portfolios leased by us to Ardent and Kindred represent a substantial portion of our NNN portfolio and account for a significant portion ofour NNN revenues and NOI. We depend on Ardent and Kindred to pay all property-related expenses, including maintenance, utilities, repairs, taxes,insurance and capital expenditures, and to comply with the terms of the mortgage financing, if any, affecting the properties they lease from us. Thesetenants have also agreed to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities arising in connection withtheir respective businesses. We cannot assure you that they will be able to, or will continue to, satisfy their obligations to us. Any failure by any one ofArdent or Kindred to effectively conduct its operations or to maintain and improve the properties they lease from us could adversely affect their financialcondition and, in turn, our business, financial condition and results of operations. We rely on Atria, Sunrise and Le Groupe Maurice to manage a significant portion of the properties in our SHOP segment, including by settingappropriate resident fees, managing expenses, providing accurate property-level financial results in a timely manner and otherwise managing risk andoperating our senior housing communities profitably and in compliance with the terms of our management agreements and all applicable law andregulation. Any adverse developments in such managers’ business and affairs or financial condition or changes in their ownership or leadership couldimpair their ability to manage our properties and the associated risks effectively and in compliance with law and regulation which could adversely affectthe financial performance of our properties and our business, financial condition and results of operations. We are vulnerable to adverse changes affecting our specific asset classes and the real estate industry generally. We invest in a variety of asset classes in real estate, including senior housing, outpatient medical, research, long-term acute care facilities andother healthcare facilities. There can be no assurance that in a particular economic or operational environment all assets will perform equally well or thatour balance sheet will be appropriately balanced. Each of our asset classes are subject to their own dynamics and their own specific operational,financial, compliance, regulatory and market risks. A broad downturn or slowdown in the healthcare real estate sector could have a greater adverse impact on our business than if we hadinvestments in multiple industries and could negatively impact the ability of our managers, tenants and borrowers to meet their obligations to us. Adownturn or slowdown in any one of our asset classes could adversely affect the value of our properties in such asset class and our ability to sell suchproperties at prices or on terms acceptable or favorable to us if at all. We are exposed to the risks inherent in investments in real estate. Real estate investments are relatively illiquid, and our ability to quickly sell orexchange our properties in response to changes in economic or other conditions is limited. If we market any of our properties for sale, the value of thoseproperties and our ability to sell at prices or on terms acceptable to us could be adversely affected by a downturn in the real estate industry. Transfers ofhealthcare real estate may be subject to regulatory approvals that are not required for transfers of other types of commercial real estate. We cannotassure you that we will recognize the full value of any property that we sell, and the inability to respond quickly to changes in the performance of ourinvestments could adversely affect our business, financial condition and results of operations. Ownership of properties or operation of our business outside the United States may subject us to different or greater risks than thoseassociated with our domestic operations. We own properties and operate in the United Kingdom and Canada, which represent 1.2% and 9.5% of our total revenues, respectively.International development, ownership and operating activities involve risks that are different from those we face with respect to our U.S. properties andoperations. These risks include, but are 23
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Table of Contents not limited to: (i) foreign currency fluctuations and challenges with respect to the repatriation of foreign earnings and cash; (ii) treatment of internationalcurrency gains or losses under certain tests required for us to maintain our status as a REIT; (iii) impact from international trade disputes and theassociated impact on our managers’, tenants’ and borrowers’ supply chain and consumer spending levels; (iv) changes in foreign political, regulatoryand economic conditions; (v) challenges in staffing and labor and managing international operations, including negotiating with foreign labor unions; (vi)challenges of complying with a wide variety of foreign laws and regulations, including those relating to real estate, corporate governance, operations,licensing, taxes, data privacy (including U.K. GDPR), cybersecurity, employment and legal proceedings; (vii) changes in regulatory and environmentalrequirements, taxes, tariffs, trade wars and laws; (viii) foreign ownership restrictions with respect to operations in foreign countries; (ix) local businessesand cultural factors that differ from our usual standards and practices; (x) differences in lending practices and the willingness of domestic or foreignlenders to provide financing; (xi) regional or country-specific business cycles and political and economic instability; and (xii) failure to comply withapplicable laws and regulations in the United States that affect foreign operations, such as the U.S. Foreign Corrupt Practices Act. Our operating assets in our SHOP segment may expose us to various operational risks, liabilities and claims that could adversely affect ourability to generate revenues or increase our costs and could adversely affect our business, financial condition and results of operations. Under the REIT tax rules, the senior housing communities in our SHOP segment that are “qualified healthcare properties” generally must beoperated and managed for us by third-party managers and we have limited rights to direct or influence the business or operations of those communities.A number of the non-qualified healthcare properties in our SHOP segment are also managed by third-party managers. However, in each case, wenonetheless participate directly in the financial performance of the communities’ operations and are ultimately responsible for all operational risks andother liabilities of such properties, other than those arising out of certain actions by our managers, such as gross negligence, fraud or willful misconduct.These risks include, and our financial performance is impacted by, among other things, fluctuations in occupancy levels, the inability to charge desirableresident fees (including anticipated increases in those fees), increases in the cost of food, supplies, energy, labor (as a result of labor shortages,unionization, inflation or otherwise) or other services, rent control regulations, national and regional economic conditions, the imposition of new orincreased taxes, capital expenditure requirements, changes in management or equity, accounting misstatements, professional and general liabilityclaims, litigation and regulatory actions and the availability and cost of insurance. Additionally, new or smaller third-party managers may have lessexperience in managing these senior housing communities and may require more oversight or attention. Any one or a combination of these factorscould impact the performance of our SHOP segment, which could adversely affect our business, financial condition and results of operations. Such riskscould also arise as a result of our ownership of outpatient medical and research buildings, and which could also adversely affect our business, financialcondition and results of operations. We generally hold the applicable healthcare license and enroll in applicable government healthcare programs on behalf of the properties in ourSHOP segment, which subjects us to potential liability under various healthcare laws and regulations. See “—We and our managers, tenants andborrowers may be adversely affected by regulation and enforcement.” Our inability to renew our management agreements with our SHOP managers or our leases with our NNN and OM&R tenants on as favorableterms or at all, and our inability when necessary, to effectively and efficiently transition a SHOP community to a new manager or a NNN orOM&R property to a new tenant, may have an adverse effect on our business, financial condition and results of operations. We are party to management agreements with our SHOP managers and leases with our NNN and OM&R tenants. While our managementagreements and leases may be renewed, either pursuant to prenegotiated renewal rights or through negotiation, there can be no assurance that ourmanagers or tenants will renew with us. Even if a manager or tenant renews its agreement with us, we cannot assure you that the renewals will be onfavorable terms. This risk may be exacerbated if market conditions at the time of the renewal are not as favorable 24
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Table of Contents as they were at the time the agreement was initially entered into or if the manager or tenant is subject to financial or operational difficulties. Our management agreements and leases provide us and our managers and tenants with termination rights in certain circumstances. If ourmanagement agreements or leases are not renewed or are otherwise terminated, we may attempt to transition those properties to one or moremanagers or tenants or reposition those properties for an alternative use. We may not be successful in identifying suitable replacements or entering intomanagement agreements, leases, or other arrangements with new managers or tenants on a timely basis or on terms as favorable to us as our currentmanagement agreements or leases, if at all. During transition periods to new managers or tenants or in connection with repositioning the property, the attention of existing managers ortenants may be diverted from the performance of the properties, which could cause the financial and operational performance at those properties todecline and could increase exposure to operational and compliance risks. We may be required to fund certain expenses and obligations (such as realestate taxes, debt costs and maintenance expenses) or provide certain indemnities to preserve the value of, and avoid the imposition of liens on, ourproperties while they are being repositioned. In the case of our leased properties, following the termination or expiration of lease, or if we exercise ourright to replace a tenant in default, rental payments on the related properties could decline or cease altogether while we attempt to reposition theproperties with a suitable replacement tenant or for an alternative use. This risk could be exacerbated by laws and regulations in certain jurisdictionsthat limit our ability to take remedial action against defaulted tenants under certain circumstances. Our ability to transition our properties to a suitablereplacement manager or tenant or reposition our properties could be significantly delayed or limited by state licensing, receivership, certificates of need,Medicaid change-of-ownership rules or other legal and regulatory requirements or restrictions. The inability to replace a manager or tenant on a timelyor successful basis could have an adverse effect on our business, financial condition and results of operations. The hospitals on or near the campuses where our outpatient medical buildings are located and their affiliated health systems may not remaincompetitive or financially viable. Our outpatient medical buildings and other properties that serve the healthcare industry depend on the competitiveness and financial viability ofthe hospitals on or near the campuses where our properties are located or that our properties are otherwise affiliated with, and their ability to attractphysicians and other healthcare-related clients to our properties. The viability of these hospitals, in turn, depends on the quality and mix of healthcareservices provided, successful competition for patients, physicians and physician groups, positive demographic trends in the surrounding community,positive macroeconomic conditions, superior market position and growth potential as well as the ability of the affiliated health systems to provideeconomies of scale and access to capital. If a hospital on or near the campus where one of our properties is located fails or becomes unable to meet itsfinancial obligations, and if an affiliated health system is unable to support that hospital, that hospital may be unable to compete successfully. That couldadversely impact the hospital’s ability to attract physicians and other healthcare-related clients, and, in some cases, the hospital might even close orrelocate. We rely on proximity to and affiliations with hospitals to create leasing demand in our outpatient medical buildings and similar properties. If ahospital moves, closes, doesn’t remain competitive or financially viable or can’t attract physicians and physician groups, our properties and ourbusiness, financial condition and results of operations could be adversely affected. Our research tenants face unique levels of expense and uncertainty. Our research tenants develop and sell products and services in an industry that is characterized by rapid and significant changes, evolvingindustry standards, significant research and development risk, in some cases, and uncertainty over the implementation of new healthcare reform ormedical device legislation. These tenants, particularly those involved in developing and marketing pharmaceutical or other life science products, requiresignificant outlays of funds for the research and development, clinical testing, manufacture and commercialization of their products and technologies, aswell as to fund their other obligations, including rent 25
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Table of Contents payments to us. Our tenants’ ability to raise capital depends on the timely success of their research and development activities, viability of their productsand technologies, their financial and operating condition and outlook and the overall financial, economic and legal and regulatory environment. If privateinvestors, the federal government, universities, public markets or other sources of funding are unwilling or unable to fund these tenants because ofgeneral economic conditions, adverse market conditions or otherwise, a tenant may not be able to pay rent or meet its other obligations to us and itsbusiness may fail. The financing market and availability of government funding for research companies has been and may continue to be volatile, whichmay contribute to these risks. See also “—Changes in the U.S. political and regulatory environment could affect availability of government funding thatwe or our managers, tenants or borrowers rely on, which could negatively impact our business.” The research and development, clinical testing, manufacture and marketing of some of our tenants’ products require federal, state and foreignregulatory approvals. The approval process is typically long, expensive and uncertain. Even if our tenants have sufficient funds to seek approvals, oneor all of their products may fail to obtain the required regulatory approvals on a timely basis or at all. Our tenants may only have a small number ofproducts under development. If one product fails to receive the required approvals at any stage of development, it could significantly and adverselyaffect the tenant’s entire business. Our tenants may be unable to manufacture their products successfully or economically, may be unable to adapt torapid technological advances in their industry, may be unable to adequately obtain, maintain, enforce, defend, protect or commercialize their intellectualproperty, may face competition from new products or may not receive acceptance of their products. If our research tenants’ business deteriorates forthese or any other reasons, they may be unable to make payments or meet their other obligations to us. We cannot assure you that any of our research tenants will be successful in their businesses. Any tenant that is unable to avoid, or sufficientlymitigate, the risks described above may have difficulty making payments or satisfying its other obligations to us, which in turn could adversely affect ourbusiness, financial condition and results of operations. If a borrower defaults, we may be unable to obtain payment, successfully foreclose on collateral or realize the value of any collateral, whichcould adversely affect our ability to recover our investment. We hold secured loans that are primarily collateralized by a mortgage, leasehold mortgage and/or an assignment or pledge of equity interests inentities that primarily own real estate. We also hold other loans that are generally corporate loans and are unsecured or secured primarily by non-realestate collateral. If a borrower under one of our loans defaults, we may attempt to obtain payment in full or foreclose on the collateral securing the loan,including by acquiring any pledged equity interests or acquiring title to the subject properties, to protect our investment. The defaulting borrower may notbe able to repay us even if we are legally entitled to full repayment of the debt. The defaulting borrower may contest our enforcement of foreclosure orother available remedies, seek bankruptcy protection against our exercise of enforcement or other available remedies or bring claims against us forlender liability. Any such delay or limit on our ability to pursue our rights or remedies could adversely affect our business, financial condition and resultsof operations. See also “—We face potential adverse consequences from the bankruptcy or insolvency of our managers, tenants, borrowers and otherobligors.” Although our loan agreements give us the right to exercise, under certain circumstances, certain remedies in the event of a default on theobligations owing to us, we may decide not to exercise those remedies for one or more reasons. For example, we may not exercise remedies (or besuccessful in exercising remedies) if the terms are not enforceable, if the terms are too costly to enforce or if we believe that enforcement of our rightswould be more detrimental to our business than seeking alternative approaches. We may also decide not to enforce other contractual protections, suchas annual rent escalators, or the properties may not generate sufficient revenue to achieve the specified rent escalation parameters. Even if we successfully foreclose on any collateral securing our loans, costs related to enforcement of our remedies, high loan-to-value ratios ordeclines in the value of the collateral could prevent us from realizing the 26
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Table of Contents full amount of our investment and we could be required to record a reserve or valuation allowance with respect to such loans. The collateral securingour loans may include equity interests in an entity with unexpected liabilities that limits the value of those equity interests, or the equity interests may besubject to securities law restrictions that limit our ability to sell those interests in a timely manner, if at all. Our loans may have other limitingcharacteristics that result in us not having full recourse to the collateral securing those obligations or may limit our flexibility if we foreclose on thecollateral. In connection with any foreclosure on any loan, we may be required to assume, replace or otherwise incur indebtedness, which may have anadverse effect on our financial condition. We may be unable to reposition any real property included in acquired collateral on a timely basis, if at all, orwithout making significant improvements or repairs. Any delay or costs incurred in selling or repositioning acquired collateral could adversely affect ourability to recover the full amount of our investment. Our ongoing strategy depends, in part, upon identifying and consummating future acquisitions and investments and effectively managingour external growth opportunities. Our ongoing strategy depends, in part, upon identifying and consummating future acquisitions and investments and effectively managing ourexpansion opportunities. Our ability to execute this strategy successfully is affected by many factors, including the significant competition we face foracquisition, investment, development and redevelopment opportunities, the availability of suitable opportunities, our relationships with current andprospective clients and partners, our ability to obtain debt and equity capital at costs comparable to or better than our competitors and lower than theyield we earn on our acquisitions or investments and our ability to negotiate favorable terms with counterparties, including buyers and sellers of assets.We compete for these opportunities with a broad variety of potential investors, including other healthcare REITs, real estate partnerships, healthcareproviders, healthcare lenders and other investors, including developers, banks, insurance companies, pension funds, government-sponsored entitiesand private equity firms, some of whom may have advantages compared to us, including greater financial resources and lower costs of capital. See“Business—Competition” included in Part I, Item 1 of this Annual Report. If we are unsuccessful at identifying and capitalizing on investment,acquisition, development and redevelopment opportunities and otherwise expanding and diversifying our portfolio, our growth and profitability may beadversely affected. When expanding into areas that are new to us, we face numerous risks and uncertainties, including risks associated with (i) the requiredinvestment of capital and other resources; (ii) the possibility that we have insufficient expertise to engage in such activities profitably or without incurringinappropriate amounts of risk; (iii) the diversion of management’s attention from our other businesses; (iv) the increasing demands on or issues relatedto operational and management systems and controls; (v) compliance with additional legal or regulatory requirements with which we are not familiar;and (vi) the broadening of our geographic footprint, including the risks associated with conducting operations in non-U.S. jurisdictions. Any newstrategies, markets or businesses that we enter into may not be successful or meet our expectations, or we may be unable to effectively monitor ormanage our portfolio of properties as it expands. Failure to meet any of these objectives could adversely affect our business, financial condition andresults of operations. Our investments and acquisitions may be unsuccessful or fail to meet our expectations. We have made, and expect to continue making, significant acquisitions and investments as part of our overall business strategy. Investing inand acquiring healthcare real estate entails risks associated with real estate investments generally, including the risk that the investment will not achieveexpected returns, that the cost estimates for necessary property improvements will prove inaccurate or that a manager, tenant or borrower will fail tomeet performance expectations or their obligations to us. We also make acquisitions and investments outside the United States, which raises legal,economic and market risks associated with doing business in foreign countries, such as currency exchange fluctuations and foreign tax risks. See also“—Ownership of properties or operation of our business outside the United States may subject us to different or greater risks than those associated withour domestic operations.” 27
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Table of Contents Our real estate development and redevelopment projects present additional risks, including the risk of construction delays or cost overruns thatincrease expenses, the inability to obtain required zoning, occupancy and other governmental approvals and permits on a timely basis and theincurrence of significant costs prior to completion of the project. Healthcare real estate properties are often highly customized, and the development orredevelopment of such properties may require costly tenant-specific or market-driven improvements. Other risks that our significant acquisition and investment activity, including our developments and redevelopments, presents include that: • We may be unable to successfully integrate the operations, personnel or systems of acquired companies, maintain consistent standards, controls,policies and procedures, retain key personnel or companies we acquire or realize the anticipated benefits of acquisitions and other investments withinthe anticipated time frame if at all; • Our underwriting assumptions, including projections of estimated future revenues and expenses and anticipated synergies and other costs savings,and other financial and operating metrics that we develop may be inaccurate, in which case we may not be able to realize the expected benefits ofthe acquisition, investment, development or redevelopment; • Our leverage could increase or our per share financial results could decline if we incur additional debt or issue equity securities to finance acquisitionsand investments; • Acquisitions and investments could divert management’s attention from our existing assets; • The value of the assets we acquire or invest in may decline or we may not realize the expected return on the developments or redevelopments weundertake; • If our acquisitions, investments, developments and redevelopments are not successful, the market price of our common stock may decline; and • Acquisitions may expose us to unknown liabilities. See also “—Our investments may expose us to unknown liabilities.” We cannot assure you that our acquisitions, investments, developments and redevelopments will be successful or meet our expectations, whichcould adversely affect our business, financial condition and results of operations. See also “—Our ongoing strategy depends, in part, upon identifyingand consummating future acquisitions and investments and effectively managing our external growth opportunities.” Our investments in co-investment vehicles, joint ventures and minority interests may subject us to risks that we would not otherwise face. We have and may continue to develop and acquire properties in co-investment vehicles or joint ventures with other persons or entities whencircumstances warrant the use of these structures. In 2020, we formed Ventas Investment Management (“VIM”) to combine our private capitalmanagement capabilities for certain assets under a single platform. We also own minority investments in properties and unconsolidated operatingentities. These minority investments usually entitle us to typical rights and protections but inherently involve a lesser degree of control over businessoperations than if we owned a majority interest. In the future, we may enter into additional co-investments, partnerships and joint ventures, eitherthrough VIM or otherwise. There can be no assurance that our co-investments, joint ventures, minority or other investments, which we refer to collectively below asinvestments and ventures, will be successful or meet our expectations. These investments and ventures involve significant risk, including, amongothers, the following: • We may be unable to take actions that are opposed by our partners under arrangements that require us to share decision-making authority; 28
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Table of Contents • For investments and ventures in which we have a noncontrolling interest, our partners may take actions that we oppose; • If our partners become bankrupt, insolvent or otherwise fail to fund their share of required capital contributions or fulfill other partner obligations, wemay choose to or be required to contribute that capital; • Our partners may seek to redeem their investment, and may do so simultaneously, causing the venture to seek capital to satisfy these requests onless than optimal terms; • Some of our investments and ventures may incur indebtedness; in some cases, we may guarantee the payment of such indebtedness, in whole or inpart; depending on credit market conditions, the refinancing or payoff of such indebtedness may require equity capital calls, which we or our partnersmay not be capable of funding or which may be required at inopportune times; • We may be subject to restrictions on our ability to transfer our interest in the investment or venture, which may require us to retain our interest at atime when we would otherwise prefer to sell it; • Our partners may have business interests or goals that compete with or conflict with our business interests and goals, including the timing, terms andstrategies for any investments, and what levels of financing to incur or carry; • Our partners may be structured differently than us for tax purposes and this could create conflicts of interest, including with respect to our compliancewith the REIT requirements, and our REIT status could be jeopardized if any of our joint ventures do not operate in compliance with REITrequirements; • Our investments or ventures or our partners may be unable to meet their financial or other obligations to us or to the investment or venture, includingany obligation to provide equity to the investment or venture or indemnify us or the investment or venture for losses; • We could experience an impasse on certain decisions where we do not have sole decision-making authority, which could require us to expendadditional resources on resolving such impasses or potential disputes; • We could become engaged in a dispute with any of our partners that could lead to the sale of either party’s ownership interest or the underlyingassets; • Disagreements with our partners could result in litigation or arbitration; and • We may suffer other losses as a result of actions taken by our partners. In some instances, our partners may have the right to cause us to sell our interest, or acquire our partner’s interest, at a time when weotherwise would not have initiated such a transaction. Our ability to acquire our partner’s interest will be limited if we do not have sufficient cash,available borrowing capacity or other capital resources. This may require us to sell our interest in the investment or venture when we would otherwiseprefer to retain it. In certain circumstances, Ventas serves as managing member, general partner or controlling party with respect to investments and ventures,including within our VIM platform. In such instances, we may face additional risks including, among others, the following: • Ventas may have increased duties to the other investors or partners in the investment or venture; • In the event of certain events or conflicts, our partners may have recourse against Ventas, including the right to monetary penalties, the ability to forcea sale or exit the investment or venture; • Our partners may have the right to remove us as the general partner or managing member in certain cases involving cause; and • Our subsidiaries that would be the general partner or managing member of the investment or venture could be generally liable, under applicable lawor the governing agreement of a venture, for the debts and obligations of the investment or venture, subject to certain exculpation and indemnificationrights pursuant to the terms of the governing agreement. 29
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Table of Contents Merger, acquisition and investment activity in our industries resulting in a change of control of, or a competitor’s investment in, one or moreof our managers, tenants or borrowers could adversely affect our business, financial condition and results of operations. The senior housing and healthcare industries have experienced, and may continue to experience, consolidation, including among owners ofreal estate, managers, tenants borrowers and care providers. When a change of control of a manager, tenant or borrower occurs, that manager’s,tenant’s or borrower’s strategy, financial condition, management team or real estate needs may change, any of which could adversely affect ourrelationship with that party and our revenues and results of operations. If any of our managers or tenants merge with one another, our dependence on asmall group of significant third parties would increase. See also “—Our investments and acquisitions may be unsuccessful or fail to meet ourexpectations.” A competitor’s investment in one of our managers, tenants or borrowers could enable our competitor to directly or indirectly influence thatmanager’s, tenant’s or borrower’s business and strategy in a manner that impairs our relationship with the manager, tenant or borrower or is otherwiseadverse to our interests. Depending on our contractual agreements and the specific facts and circumstances, we may not have the right to prevent acompetitor’s investment in, a change of control of, or other transactions impacting a manager, tenant or borrower. Increased construction and development in the markets in which our properties are located could adversely affect our future occupancyrates, operating margins and profitability. If existing supply and development collectively outpaces demand in the markets in which our properties are located, those markets maybecome saturated and we could experience decreased occupancy, reduced operating margins and lower profitability, which could adversely affect ourbusiness, financial condition and results of operations. Depending on the jurisdiction, there are limited barriers to developing properties in our assetclasses, particularly senior housing. As a result, supply and demand dynamics can change quickly. We may be unable to rebalance our portfolio in atimely manner in order to respond to changes in those dynamics. Development, redevelopment and construction risks could affect our profitability. We invest in various development and redevelopment projects. In deciding whether to make an investment in a project, we make certainunderwriting assumptions regarding expected future performance. Our assumptions are subject to risks generally associated with development andredevelopment projects, including, among others, that: • Tenants may not lease the amount of space projected or at the projected rental rate levels or lease on the projected schedule, including due toincreased competition in the market and other market and economic conditions; • Our underwriting assumptions and other financial and operating metrics that we develop, such as the estimated costs necessary to develop orredevelop the property, may be inaccurate, in which case we may not be able to realize the expected benefits of the project; • We may not complete the project on schedule or within budgeted amounts; • We may not be able to recognize rental revenue even though cash rent is being paid and the lease has commenced; • We may encounter delays in obtaining or we may fail to obtain necessary zoning, land use, building, occupancy, environmental and othergovernmental permits and authorizations; • We may be unable to obtain financing for the project on favorable terms or at all, including at the maturity of an applicable construction loan; 30
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Table of Contents • Construction or other delays may provide tenants or residents the right to terminate preconstruction leases or cause us to incur additional costs,including through rent abatement; • Volatility in the price of construction materials or labor may increase our project costs; • Any partners in the project may maintain significant decision-making authority with respect to the project, which lessens our control and could lead toincreased costs, project delays or disputes; • Our builders or development managers may fail to meet their obligations to us or satisfy the expectations of our tenants and partners; and • We may incorrectly forecast risks associated with development in new geographic regions or addressing markets that are new to us, including newmarkets where we may not have sufficient depth of market knowledge. We may face increased risks and costs associated with volatility in materials and labor prices or as a result of supply chain or procurementdisruptions, which may adversely affect the status of our construction projects. The price of materials and labor for our construction projects may increase due to external factors, including but not limited to performance ofthird-party suppliers and contractors, overall market supply and demand, elevated or increasing interest rates, government regulation and policies,including actions taken by the Federal Reserve, and changes in general business, economic or political conditions. For example, our costs and thecosts of our tenants and borrowers may be impacted by rising construction costs from tariffs on imported materials and rising labor costs. As a result,the costs of construction materials and skilled labor required for the completion of our development and redevelopment projects may fluctuatesignificantly over time. We rely on a number of third-party suppliers and contractors to supply materials and labor for our construction projects. We may experiencedifficulties obtaining necessary materials from suppliers or vendors whose supply chains might be disrupted by macroeconomic conditions or otherwise,or difficulties obtaining adequate labor from third-party contractors. If we are unable to access materials and labor to complete our construction projectswithin our expected budgets and meet our or our development partners’ and tenants’ demands and expectations in a timely and efficient manner, ourresults of operations may be adversely impacted. We may be unable to complete our development or redevelopment projects timely or within ourbudget, which may affect our ability to lease space to potential tenants and adversely affect our business, financial condition and results of operations. If any of the risks described above occur, our development and redevelopment projects may not yield anticipated returns, which could adverselyaffect our business, financial condition and results of operations. Damage from catastrophic or extreme weather or other natural events could result in losses to the Company. Some of our properties are in areas particularly susceptible to revenue loss, cost increase or damage caused by catastrophic or extremeweather and other natural events, including fires, snow, rain or ice storms, windstorms, tornadoes, hurricanes, earthquakes, flooding and other severeweather. These adverse weather and natural events could cause substantial damages or losses to our properties that could exceed our or ourmanagers’, tenants’ or borrowers’ property insurance coverage. Any of these events could cause a major power outage, leading to a disruption of oursystems and operations. If we incur a loss from these kinds of events greater than insured limits, or if for any reason insurance coverage is unavailable, we could loseour capital invested in the affected property, as well as anticipated future revenue from that property. Any such loss could materially and adversely affectour business, financial condition and results of operations. The occurrence of these kinds of events or the increase in their frequency and/or 31
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Table of Contents likelihood (as well as other factors) may increase the cost of property insurance on terms we find acceptable or make such insurance unavailable. Seealso “—The amount and scope of insurance coverage provided by our policies and policies maintained by our managers, tenants or othercounterparties may not adequately insure against losses.” We may be unable to sell certain properties on a timely basis or on favorable terms, which may have an adverse effect on our business,financial condition and results of operations. From time to time, we may elect to sell certain of our properties, either because their financial performance or prospects has declined or forother reasons. We may not be successful in identifying suitable buyers or entering into sale agreements with buyers on a timely basis or on favorableterms, if at all. While we are attempting to sell a property, the performance of that property may decline. We may also be required to fund someexpenses and obligations (such as real estate taxes, debt costs and maintenance expenses) to preserve the value of, and avoid the imposition of lienson, our properties while they are being sold. If we are unable to sell our properties on a timely basis or on favorable terms, our business, financialcondition and operating results could be adversely affected. Some of our properties are subject to purchase options, rights of first offer, rights of first refusal or similar rights in favor of third parties.Purchase options for our properties may give a third party the right to purchase the property at fair market value, at a price set based on our investmentin the property, or at fixed prices as of certain dates. The proceeds we receive as a result of the exercise of a purchase option may be less than theprice we paid for the property, and we may not be able to re-invest the proceeds on favorable terms or at all. In addition, purchase options could forceus to sell a property when we would otherwise prefer to hold such property. Purchase options, rights of first offer or rights of first refusal that encumberour properties could discourage prospective buyers from negotiating with us and may prevent us from receiving the maximum price that we mayotherwise have obtained. We own properties that are subject to ground lease, air rights or other restrictive agreements that limit our uses of the properties, restrict ourability to sell or otherwise transfer the properties and expose us to loss of the properties if such agreements are breached by us orterminated. Our investments in outpatient medical buildings and research buildings and facilities as well as other properties may be made through leaseholdinterests in the land on which the buildings are located, leases of air rights for the space above the land on which the buildings are located, or othersimilar restrictive arrangements. Many of these ground lease, air rights and other restrictive agreements impose significant limitations on our uses of thesubject properties, restrict our ability to sell or otherwise transfer our interests in the properties or restrict the leasing of the properties. These restrictionsmay limit our ability to timely sell or exchange the properties, impair the properties’ value or negatively impact our ability to find suitable tenants for theproperties. We could lose our interests in the subject properties if the ground lease, air rights or other restrictive agreements are breached by us, areterminated or expire. In addition, we could be forced to renegotiate such ground leases upon their expiration on terms that are unfavorable to us. We may be required to recognize reserves, allowances, credit losses or impairment charges. Declines in the value of our properties or other assets or loan collateral, financial deterioration of our borrowers or other obligors or other factorsmay result in the recognition of reserves, allowances, credit losses or impairment charges. Our determination of such reserves, allowances or creditlosses relies on estimates regarding the fair value of any loan collateral, which is a complex and subjective process. In addition, we evaluate our assetsfor impairments based on various triggers, including market conditions, our current intentions with respect to holding or disposing of the assets and theexpected future undiscounted cash flows from the assets. Impairments, reserves, allowances and credit losses are based on estimates andassumptions that are inherently uncertain, may increase or decrease in the future and may not represent or reflect the ultimate 32
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Table of Contents value of, or loss that we ultimately realize with respect to, the relevant assets. Any such impairment, reserve, allowance or credit loss, or any change inany of the foregoing, could have an adverse impact on our results of operations and financial condition. See also “—If a borrower defaults, we may be unable to obtain payment, successfully foreclose on collateral or realize the value of anycollateral, which could adversely affect our ability to recover our investment” and “—We face potential adverse consequences from the bankruptcy orinsolvency of our managers, tenants, borrowers and other obligors.” Cybersecurity threats and incidents could disrupt our operations or the operations of the third parties with whom we do business, invest inor lend to, result in the loss of or unauthorized access to confidential or personal information or damage our or their business relationshipsand reputation. Cybersecurity threats and incidents have been occurring globally at a more frequent and advanced level and will likely continue to increase infrequency and severity in the future. Our business and the businesses of our managers, tenants, borrowers, investments in unconsolidated entities,vendors, suppliers, service providers and other third parties with whom we do business rely on technology and are consequently subject to risk fromcybersecurity threats and incidents, including attempts to gain unauthorized access to systems and networks, to disrupt operations, corrupt data or stealconfidential or personal information and other cybersecurity breaches. Such attempts can originate from a wide variety of sources, including organizedcrime, hackers, activists, insider threats, terrorists, nation-states, state-sponsored actors and others, any of which may see their effectiveness enhancedby the use of artificial intelligence. Our information technology systems and networks are essential to our ability to perform day-to-day operations of our business, and acybersecurity threat or incident could result in a data center outage, disrupt our systems and operations, compromise the confidential or personalinformation of our employees, partners or the residents in our senior housing communities and damage our business relationships and reputation. Thevarious measures we have designed to manage risks to our information technology systems and networks relating to these types of events could proveto be inadequate. If our information technology systems or networks are compromised, they could become inoperable for extended periods of time,cease to function properly or fail to adequately secure confidential and personal information, which could have an adverse impact on our ability tooperate our business, as well as create the risk of legal or regulatory liability, which may be significant. Cybersecurity threats and incidents, such as those involving software bugs, server malfunctions, software or hardware failure,telecommunications failures, error or misconduct, ransomware, covertly introduced malware, denial-of-service attacks, impersonation of authorizedusers or other social engineering schemes (including phishing attacks), industrial or other espionage and other cybersecurity breaches may not beidentified even with sophisticated prevention and detection systems, potentially resulting in further harm and preventing them from being addressedappropriately. The failure of our systems or of our disaster recovery plans for any reason could cause significant interruptions in our operations andresult in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information, material nonpublic information andintellectual property and trade secrets and other confidential or sensitive information we possess. We generally do not control the information technology systems and network or cybersecurity measures put in place by our managers, tenants,borrowers, investments in unconsolidated entities, vendors, suppliers, service providers or other third parties with whom we do business, and theirinformation systems are subject to risks associated with cybersecurity threats and incidents that could impact their operations and have consequencesfor us. Certain of our managers, tenants, borrowers, investments in unconsolidated entities, vendors, suppliers, services providers or other third partieswith whom we do business may also have access to certain of our information systems to facilitate the performance of the services that they provide tous. Threat 33
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Table of Contents actors could attempt to access our information systems by gaining unauthorized access to the information systems of those third parties. If those partiesare unable to adequately manage these cybersecurity risks, their and our results of operations, financial condition and the viability of their businesscould be adversely affected. Any contractual protections with such third parties, such as indemnification obligations to us, if any at all, may be ineffectiveor otherwise inadequate. In the event of a cybersecurity threat or incident involving us or our managers, tenants, borrowers, investments in unconsolidated entities,vendors, suppliers, service providers or other third parties with whom we do business, we and they may be required to make a significant investment toattempt to mitigate or remediate the effects of any cybersecurity threats incidents, and such efforts may not be successful. We and they may be subjectto legal claims and regulatory or enforcement actions and may experience harm to our reputations and adverse publicity or suffer other adverseconsequences. See also “—We and our managers, tenants and borrowers may be adversely affected by complex and evolving laws and regulationsregarding data privacy and cybersecurity.” Further, we and they may not have adequate or any insurance coverage to cover any costs, expenses orother losses arising from any of the foregoing. In addition, we cannot be sure such insurance coverage will continue to be available on acceptable termsor at all, or that the applicable insurers will not deny coverage as to any future claim. See also “The amount and scope of insurance coverage providedby our policies and policies maintained by our managers, tenants or other counterparties may not adequately insure against losses.” The use of, or inability to take advantage of the benefits of, artificial intelligence by us or our managers, tenants and borrowers presentsrisks and challenges that may adversely impact our business and operating results or the business and operating results of our managers,tenants and borrowers or may adversely impact the requirements and demand for properties. We have begun and may continue to use artificial intelligence and machine learning (collectively, “AI”) tools in our operations. We use AI inassessing marketing and sales, competitive, geospatial and intelligence relating to investment opportunities and operating our properties. However,there can be no assurance that we will realize the desired or anticipated benefits, or any benefits, and we may fail to properly implement suchtechnology. While AI tools may facilitate optimization and operational efficiencies, they also have the potential for inaccuracy, bias, infringement ormisappropriation of intellectual property. The use of AI tools may introduce errors or inadequacies that are not easily detectable, including deficiencies,inaccuracies, or biases in the data used for AI training, or in the content, analyses, or recommendations generated by AI applications. Additionally, if ourpeers use AI tools to optimize operations and we fail to utilize AI tools in a comparable manner, we may be competitively disadvantaged. New laws and regulations are being adopted, and existing laws and regulations may be interpreted, in ways that could affect our businessoperations and the way in which we use AI. Our ongoing efforts to comply with privacy and data protection laws, as well as initiatives to comply with newlegal regulations relating to privacy, data protection and AI, impose significant costs and challenges that are likely to increase over time. Additionally, thiscomplex and rapidly evolving landscape around AI may expose us to claims, inquiries, demands and proceedings by private parties and globalregulatory authorities and subject us to legal liability as well as reputational harm. Uncertainty around the safety and security of new and emerging AI applications may require additional investment in the development ofproprietary datasets, machine learning models and systems to test for security, accuracy, bias and other variables, which are often complex, may becostly and could impact our operating results. Cybersecurity threat actors may also utilize AI tools to automate and enhance cybersecurity attacksagainst us and could lead to data breaches, loss of confidential or sensitive information, and financial or reputational harm. 34
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Table of Contents Additionally, AI-enabled solutions and features may become more important to our managers, tenants, borrowers and business partners overtime. They may also incorporate AI into their products and services without disclosing such use to us or fail to disclose risks presented by their use of AI.If our managers, tenants, borrowers or business partners use AI tools that do not meet existing or rapidly evolving regulatory or industry standards withrespect to privacy and data protection, compliance and transparency, among others, it could inhibit our and their ability to maintain an adequate level offunctionality or service. These outcomes could impair our ability to compete effectively, damage our reputation, result in the loss of valuable property or information andadversely affect our business, financial condition, and results of operations. Our success depends, in part, on our ability to attract and retain talented employees. The loss of any one of our key personnel or the inabilityto maintain appropriate staffing could adversely impact our business. The success of our business depends, in part, on the leadership and performance of our executive management team and key employees andthe ability to maintain appropriate staffing levels across our organization. Failure to attract, retain and motivate highly qualified employees, or failure todevelop, implement and maintain viable succession plans, could result in loss of institutional knowledge and important skill sets negatively impact ourculture, significantly impacting our performance and adversely affecting our business. Competition for talented employees is intense, and we cannot assure you that we will retain our employees or that we will be able to attract andretain other highly qualified individuals in the future. If our long-term compensation and retention plans and succession plans are not effective, if we loseany one or more of our key officers and employees or are unable to maintain appropriate staffing or operate below capacity – causing us to foregopotential revenue and growth opportunities and affecting our ability to effectively manage risk – our business could be adversely affected. Damage to our reputation could adversely affect our business, financial condition or result of operations. Our positive reputation for quality and service with our key stakeholders, including our managers, tenants development partners, lenders andstockholders, could be damaged. Such damage to our reputation could result if, for example, we experience a sustained period of distress, either as aresult of general market conditions or otherwise, where our properties underperform, our managers or tenants default or in other instances that result inmisalignment with those parties. Damage to our reputation could result in a decrease in the market price of our common stock or make it more difficultto maintain or expand our business relationships, which could adversely affect our business, financial condition and results of operations. Risks Relating to Our Capital Structure Market conditions, the actual and perceived state of the capital markets generally and limitations on our ability to access such markets couldnegatively impact our business and have an adverse effect on us, including our ability to make required payments on our debt obligations,make distributions to our stockholders or make future investments necessary to implement our business strategy. We are highly dependent on access to the debt and equity capital markets. The market price of our securities and our business, financialcondition and results of operations may be adversely affected by changes in market conditions, including, but not limited to, the following: • The state of the public and private capital markets, including significant declines in stock markets; 35
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Table of Contents • Decreased liquidity in certain financial markets; • The general tightening of availability of credit (including the price, terms and conditions under which it can be obtained); • Increases in or elevated interest rates, see also “—We are exposed to increases in interest rates, which could reduce our profitability and adverselyimpact our ability to refinance existing debt, sell assets or engage in acquisition, investment, development and redevelopment activity, and ourdecision to hedge against interest rate risk might not be effective”; • Foreign exchange fluctuations, see also “—We may be adversely affected by fluctuations in currency exchange rates;” • The actual or perceived state of the real estate market; • Low or declining consumer confidence; • Concerns regarding pandemics, epidemics and the spread of contagious diseases; and • Adverse developments affecting global economies, including elevated or rising inflation, recessions, economic slowdowns, tightening labor markets,rises in or high unemployment and rising prices, See also “—Macroeconomic trends, including trends relating to labor costs, unemployment, inflation,interest rates and exchange rates, may affect our business and financial results.” Further, our access to debt and equity capital depends, in part, on the trading prices of our common stock and senior notes, which, in turn,depend upon our financial condition, our growth potential and our current and expected future earnings and cash distributions. If our performancedeclines or we fail to meet the market’s expectations regarding our performance, our ability to access capital on favorable terms or at all could beadversely impacted. We cannot assure you that we will be able to access these markets and raise the capital necessary to fulfill our dividend requirements, makedistributions to our stockholders, make payments to our securityholders, meet our debt service obligations, make future investments necessary toimplement our business strategy or otherwise finance our business operations if our cash flow from operations is insufficient to satisfy these needs. Ifwe cannot access capital at an acceptable cost or at all, we may be required to liquidate one or more investments in properties at times that may notpermit us to maximize the return on those investments or that could result in adverse tax consequences to us. We also rely on the financial institutions that are parties to our revolving credit facilities. If these institutions become capital constrained, tightentheir lending standards or become insolvent or if they experience excessive volumes of borrowing requests from other borrowers within a short period oftime, they may be unable or unwilling to honor their funding commitments to us, which would adversely affect our ability to draw on our revolving creditfacilities and, over time, could negatively impact our ability to consummate acquisitions, repay indebtedness as it matures, fund capital expenditures ormake distributions to our stockholders. We have a significant amount of outstanding indebtedness and may incur additional indebtedness in the future. As of December 31, 2025, we had approximately $13.1 billion of outstanding principal indebtedness. The instruments governing our existingindebtedness permit us to incur substantial additional debt, including secured debt, and we may satisfy our capital and liquidity needs through additionalborrowings. Our indebtedness requires us to dedicate a significant portion of our cash flow from operations to the payment of debt service, therebyreducing the funds available to implement our business strategy and make distributions to stockholders. A high level of indebtedness on an absolutebasis or as a ratio to our cash flow could also have the following consequences: 36
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Table of Contents • Potential limits on our ability to adjust rapidly to changing market conditions and vulnerability in the event of a downturn in general economicconditions or in the real estate or healthcare industries; • Potential impairment of our ability to obtain additional financing to execute on our business strategy; and • Potential downgrade in the rating of our debt securities by one or more rating agencies, which could have the effect of, among other things, limitingour access to capital and increasing our cost of borrowing. See also “—Adverse changes in our credit ratings could impair our ability to obtainadditional debt and equity financing on favorable terms.” We mortgage, and expect to continue to mortgage, certain of our properties to secure payment of indebtedness. If we are unable to meet ourmortgage payments, then the encumbered properties could be foreclosed upon or transferred to the mortgagee with a resulting loss of income andasset value. Adverse changes in our credit ratings could impair our ability to obtain additional debt and equity financing on favorable terms. Our credit ratings affect the amount and type of capital, as well as the terms of any financing we may obtain. The credit ratings of our seniorunsecured debt are based on, among other things, our operating performance, portfolio composition, liquidity and leverage ratios, geographicconcentration, and pending or future changes in the regulatory framework applicable to our managers, tenants and borrowers and our industry. If we areunable to maintain our current credit ratings, we would likely incur higher borrowing costs, which would make it more difficult or expensive to obtainadditional financing or refinance existing obligations and commitments. An adverse change in our outlook may ultimately lead to a downgrade in ourcredit ratings, which would trigger additional borrowing costs or other potentially negative consequences under our current credit facilities, term loansand debt instruments. Also, if our credit ratings are downgraded, or general market conditions were to ascribe higher risk to our ratings, our industry, orus, our access to capital and the cost of any future debt or equity financing will be further negatively impacted. In addition, the terms of future debtagreements could include more restrictive covenants, or require incremental collateral, which may further restrict our business operations or beunavailable due to our covenant restrictions then in effect. There is no guarantee that debt or equity financings will be available in the future to fundfuture acquisitions, developments, or general operating expenses, or that such financing will be available on terms consistent with our historicalagreements or expectations. We are exposed to increases in interest rates, which could reduce our profitability and adversely impact our ability to refinance existing debt,sell assets or engage in acquisition, investment, development and redevelopment activity, and our decision to hedge against interest raterisk might not be effective. During inflationary periods, interest rates have historically increased, which would have, and in recent periods has had, a direct effect on theinterest expense and overall cost of our borrowings. The U.S. Federal Reserve may raise the federal funds rate, may maintain an elevated federal fundsrate for longer than the market expects or may not lower the federal funds rate consistent with market expectations. Any of these actions, or failure totake action, could result in higher than expected interest rates in the credit markets and the possibility of lower asset values, slowing economic growthor a recession. We are exposed to increases in or elevated interest rates in the short term through our variable-rate borrowings, which consist ofborrowings under our 37
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Table of Contents unsecured credit facility, our unsecured term loans, our commercial paper program and certain other credit facilities. Increases in or elevated interest rates may result in any of the following: • Decreasing the value of our real estate, the market price of our common stock and our cash flows and net income without regard to our operatingperformance; • Limiting our ability to raise new debt and equity capital going forward; • Increasing the cost of financing on our acquisition, investment, development and redevelopment activity; • Decreasing the amount that third parties are willing to pay for our assets, thereby limiting our ability to promptly reposition our portfolio in response tochanges in economic or other conditions; • Increasing our financing costs, or limiting our ability, to refinance existing debt upon maturity; and • Increasing our interest expense under our variable-rate facilities in the short term or incurring additional interest expense related to the issuance ofincremental debt in the long term We receive a significant portion of our revenues by leasing assets under long-term triple-net leases that generally provide for fixed rental ratessubject to annual escalations, while certain of our debt obligations are variable rate obligations with interest and related payments that vary with themovement of the Secured Overnight Financing Rate (“SOFR”), Bankers’ Acceptance or other indexes. The generally fixed rate nature of a significantportion of our revenues and the variable rate nature of certain of our debt obligations create interest rate risk. If interest rates rise or remain elevated,the costs of our existing variable rate debt would increase or remain elevated and any new debt that we incur could increase. These increased costscould reduce our profitability, impair our ability to meet our debt obligations, or increase the cost of financing our acquisition, investment, developmentand redevelopment activity. We may seek to manage our exposure to interest rate volatility with hedging arrangements that involve additional risks, including the risks thatcounterparties may fail to honor their obligations under these arrangements, that these arrangements may not be effective in reducing our exposure tointerest rate changes, that the amount of income we earn from hedging transactions may be limited by federal tax provisions governing REITs, and thatthese arrangements may cause us to pay higher interest rates on our debt obligations than otherwise would be the case. Moreover, no amount ofhedging activity can fully insulate us from the risks associated with changes in interest rates. Failure to hedge effectively against interest rate risk, if wechoose to engage in such activities, could adversely affect our business, financial condition and results of operations. We may be adversely affected by fluctuations in currency exchange rates. Our ownership of properties in Canada and the United Kingdom currently subjects us to fluctuations in the exchange rates between U.S. dollarsand Canadian dollars or the British pound, which may, from time to time, impact our financial condition and results of operations. If we continue toexpand our international presence through investments in, or acquisitions or development of, assets outside the United States, Canada or the UnitedKingdom, we may transact business in other foreign currencies. Although we may pursue hedging alternatives, including borrowing in local currencies,to protect against foreign currency fluctuations, we cannot assure you that such hedging will be successful and that fluctuations will not adversely affectour business, financial condition and results of operations. Covenants in the instruments governing our and our subsidiaries’ existing indebtedness limit our operational flexibility, and a covenantbreach could adversely affect our operations. 38
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Table of Contents The terms of the instruments governing our existing indebtedness require us to comply with certain customary financial and other covenants,such as maintaining debt service coverage, leverage ratios and minimum net worth requirements. Our continued ability to incur additional debt and toconduct business in general is subject to our compliance with these covenants, which limit our operational flexibility. Breaches of these covenants couldresult in defaults under the applicable debt instruments and could trigger defaults under any of our other indebtedness that is cross-defaulted againstsuch instruments, even if we satisfy our payment obligations. Covenants contained in the instruments governing our subsidiaries’ outstanding mortgageindebtedness may restrict our ability to obtain cash distributions from such subsidiaries for the purpose of meeting our debt service obligations.Financial and other covenants that limit our operational flexibility, as well as defaults resulting from our breach of any of these covenants, couldadversely affect our business, financial condition and results of operations. The market price and trading volume of our common stock may be volatile. The market price of our common stock has been, and may in the future be, highly volatile and subject to wide fluctuations. In addition, thetrading volume in our common stock may fluctuate and cause significant price variations to occur. The stock market has experienced extreme price andvolume fluctuations that have affected the market price of many companies in industries similar or related to ours and that have been unrelated to thesecompanies’ operating performances. If the market price of our common stock declines significantly, you may be unable to resell your shares at a gain.We cannot assure you that the market price of our common stock will not fluctuate or decline significantly in the future. Some of the factors that couldnegatively affect our share price or result in fluctuations in the price or trading volume of our common stock include: • Actual or anticipated variations in our quarterly operating results, guidance, or distributions; • Changes in market valuations of similar companies; • Adverse market reaction to any increased indebtedness we may incur in the future; • Issuance of additional equity securities; • Actions by institutional stockholders; • The publication of research reports and articles (or false or misleading information) about us or our managers, tenants or borrowers, the healthcareand real estate industries or the industries in which our managers, tenants and borrowers operate; • Speculation in the press or investment community and investor sentiment regarding commercial real estate generally, our industry sectors or otherreal estate sectors, the industries in which our managers, tenants and borrowers operate and the regions in which our properties are located; • Short selling of our common stock or related derivative securities; and • General market and economic conditions. Our stockholders may experience dilution if we issue additional common stock. From time to time, we may issue additional common stock. Any additional future issuance of common stock will reduce the percentage of our commonstock owned by existing investors. In most circumstances, stockholders will not be entitled to vote on whether or not we issue additional common stock.In addition, depending on the terms and pricing of any additional offering of our common stock and the utilization of the proceeds, our stockholders mayexperience dilution in both book value and fair value of their common stock. 39
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Table of Contents Risks Relating to Legal, Compliance and Regulatory Significant legal or regulatory proceedings could subject us or our managers, tenants or borrowers to increased operating costs andsubstantial uninsured liabilities, which could adversely affect our or their liquidity, financial condition and results of operations. From time to time, we or our managers, tenants or borrowers may be subject to lawsuits, investigations, claims and other legal or regulatoryproceedings arising out of our or their alleged actions or inactions. Also, in certain circumstances, regardless of whether we are a named party in alawsuit, investigation, claim or other legal or regulatory proceeding, we may be contractually obligated to indemnify, defend and hold harmless ourmanagers, tenants and borrowers and other third parties against, or may otherwise be responsible for such actions, proceedings or claims. Theseclaims may include, among other things, professional liability and general liability claims, commercial liability claims, unfair business practices claims,class action claims, employment-related claims, as well as regulatory proceedings, including proceedings related to our SHOP segment, where we aretypically the holder of the applicable healthcare license. In addition, some of our properties are in states in which the litigation environment may pose asignificant business risk to us. In our operating assets, including those in our SHOP and OM&R segments, we are generally responsible for all liabilities of the properties,including any lawsuits, investigations, claims and other legal or regulatory proceedings, other than those arising out of certain limited actions by ourmanagers, such as those caused by gross negligence, fraud or willful misconduct. As a result, we have exposure to, among other things, professionaland general liability claims, employment-related claims and the associated litigation and other costs related to defending and resolving such claims,some of which may be uninsured, either as a result of insufficient coverage or unavailability of coverage at a reasonable price. In our SHOP segment in particular, if one of our managers fails to comply with applicable law or regulation, we may be held responsible, whichcould subject us to civil, criminal and administrative penalties, including the loss or suspension of accreditation, licenses or certificates of need withrespect to a single community or more broadly; suspension of or nonpayment for new admissions; denial of reimbursement; fines; suspension,decertification, or exclusion from federal, state or foreign healthcare programs; or facility closure. In addition, we cannot assure you that any contractualobligations to indemnify, defend and hold us harmless from such liabilities will be satisfied by third parties, or that any amounts held in escrow for suchpurpose will be sufficient. An unfavorable resolution of any such lawsuit, investigation, claim or other legal or regulatory proceeding could materially and adversely affectour or our managers’, tenants’ or borrowers’ liquidity, financial condition and results of operations, and may not be protected by sufficient or anyinsurance coverage. Even with a favorable resolution of litigation or a proceeding, the effect of litigation and other potential litigation and proceedingsmay divert the attention of management and materially increase operating costs we or our managers, tenants or borrowers incur. Negative publicity withrespect to any lawsuits, claims or other legal or regulatory proceedings may also negatively impact their or our or the affected properties’ reputation. Our business may be subject to lawsuits or other legal or regulatory proceedings such as professional or general liability litigation allegingwrongful death and negligence claims, some of which may result in large damage awards and not be indemnified or subject to sufficient insurancecoverage, may require our support as a result of our indemnification agreements or may result in restrictions in the operations of our or our managers’ ortenants’ business. We and our managers, tenants and borrowers may be adversely affected by regulation and enforcement. 40
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Table of Contents We and our managers, tenants and borrowers are subject to or impacted by extensive and frequently changing federal, state, local and foreignlaws and regulations. For example, the healthcare industry is subject to laws and regulations that relate to, among other things, licensure andcertificates of need, conduct of operations, ownership of communities and facilities, construction of new communities and facilities and addition ofequipment, governmental reimbursement programs, such as Medicare and Medicaid, allowable costs, services, prices for services, qualifiedbeneficiaries, appropriateness and classification of care, patient rights, resident health and safety, data privacy and cybersecurity, wage and hour, fraudand abuse and financial and other arrangements that may be entered into by healthcare providers. We generally hold the applicable healthcare licensesand enroll in applicable government healthcare programs on behalf of the properties in our SHOP segment, and that subjects us to potential liabilityunder some healthcare laws and regulations. See “Government Regulation—United States Healthcare Regulation, Licensing and Enforcement”included in Part I, Item 1 of this Annual Report. Many of our research tenants are subject to laws and regulations that govern the research,development, clinical testing, manufacture and marketing of drugs, medical devices and similar products. The laws and regulations that apply to us and our managers, tenants and borrowers are complex and may change rapidly or new laws andregulations may be introduced, and efforts to comply with them require significant resources. Any new laws, regulations or changes in scope,interpretation or enforcement of the regulatory framework could require us or our managers, tenants or borrowers to make changes to our business oroperations and invest significant resources in responding to these changes. For example, certain states have considered or passed legislation imposingrestrictions that could affect the ability of REITs to acquire interests in healthcare properties, including hospitals. Additionally, states and municipalitieshave adopted and proposed laws and policies on climate disclosures and emission reduction targets. Such changes in federal, state or foreignlegislation and regulation could result in increased capital expenditures to our existing properties and could require us to spend more on our propertieswithout a corresponding increase in revenue. Other similar laws or regulations could be enacted at the state or federal level. If we or our managers,tenants or borrowers fail to comply with the extensive laws, regulations and other requirements applicable to our or their businesses and the operationof our or their properties, we or they could face a number of remedial actions, including forced closure, loss of accreditation, bans on admissions of newpatients or residents, enforcement actions, investigations, imposition of fines, ineligibility to receive reimbursement from governmental and private third-party payor programs or civil or criminal penalties with respect to a single community or more broadly. If any of these occur, our and our managers’,tenants’ and borrowers’ businesses, reputation, results of operations (including results of properties) or financial condition could be adversely affected. Our investments may expose us to unknown liabilities. We may acquire or invest in properties or businesses that are subject to liabilities and without any recourse, or with only limited recourse,against the prior owners or other third parties with respect to unknown liabilities. As a result, if a liability was asserted against us based upon ownershipof those properties or businesses, we might have to pay substantial sums to settle or contest it, which could adversely affect our results of operationsand cash flow. We may assume or incur liabilities, including, in some cases, contingent liabilities, and be exposed to actual or potential claims in connectionwith our acquisitions that adversely affect us, such as: • Liabilities relating to the clean-up or remediation of environmental conditions; • Unasserted claims of vendors or other persons dealing with the prior owners; • Liabilities, claims, litigation or obligations, including indemnification obligations, relating to periods prior to or following our acquisition; • Claims for indemnification by general partners, directors, officers and others indemnified by the sellers; and • Liabilities for taxes relating to periods prior to our acquisition. 41
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Table of Contents If the liabilities we assume in connection with acquisitions are greater than expected, or if we discover obligations relating to the acquiredproperties or businesses, our business and results of operations could be materially adversely affected. We and our managers, tenants and borrowers may be adversely affected by complex and evolving laws and regulations regarding dataprivacy and cybersecurity. In the ordinary course of business, we and our managers, tenants and borrowers collect, use, store, disclose, transfer and otherwise processpersonal information, including personal information specific to tenants, residents and employees. We or our managers, tenants and borrowers maytransfer some of this personal information to third parties who assist with certain aspects of our or their business for limited purposes. Accordingly, weand our managers, tenants and borrowers are subject to a variety of stringent data privacy and cybersecurity laws and regulations at the state andfederal level and outside the United States (including HIPAA and the U.K. GDPR), as well as contractual requirements and other obligations related todata privacy and cybersecurity. For more information about applicable data privacy and cybersecurity laws and regulations, see “GovernmentRegulation—United States Healthcare Regulation, Licensing and Enforcement—Data Privacy and Cybersecurity” for a discussion of U.S. data privacyand cybersecurity laws and regulations and “Government Regulation—Foreign Healthcare Regulation” for a discussion of foreign data privacy andcybersecurity laws and regulations. The legal and regulatory environment surrounding data privacy and cybersecurity is constantly evolving and may be subject to significantchange. Laws and regulations governing data privacy, cybersecurity and the unauthorized disclosure of personal information pose increasingly complexcompliance challenges, including the potential for inconsistent interpretation, and the implementation and maintenance of compliance measures maypotentially elevate our costs. While we believe we have taken commercially reasonable steps, and depend on our managers, tenants and borrowers totake commercially reasonable steps to comply with applicable data privacy and cybersecurity laws and regulations, these laws and regulations arecomplex and the interpretation and application of these laws and regulations may in some cases be uncertain. Thus, there can be no assurance that ourefforts will be deemed effective by regulatory authorities. We and our managers, tenants and borrowers, are also subject to the possibility of cybersecurity threats or incidents. See also “—Cybersecuritythreats and incidents could disrupt our operations or the operations of the third parties with whom we do business, invest in or lend to, result in the lossof or unauthorized access to confidential or personal information or damage our or their business relationships and reputation.” Such cybersecuritythreats or incidents themselves may result in a violation of these laws and regulations and may require us or our managers, tenants or borrowers toreport certain incidents to affected individuals or the relevant regulatory authorities. These laws and regulations, and the laws and regulations that maybe enacted in the future, also may require us or our managers, tenants or borrowers to modify our or their data processing practices and policies, incursubstantial compliance-related costs and expenses and otherwise suffer adverse impacts on our or their business. Any failure, or perceived failure, byus or our managers, tenants or borrowers to comply with applicable data privacy and cybersecurity laws and regulations could result in enforcementactions, investigations, imposition of fines, or civil or criminal penalties. We and our tenants, managers and borrowers also may post public privacypolicies and other documentation regarding our or their collection, use, disclosure and other processing of personal information, and any actual orperceived failure to comply with such published policies and other documentation may carry similar consequences or subject us or them to enforcementactions, investigations or litigation if such published policies and other documentation are found to be deceptive, unfair or misrepresentative of our ortheir actual practices. If any of the foregoing occurs, our and our managers’, tenants’ and borrowers’ businesses, reputation, results of operations(including results of properties) or financial condition could be adversely affected. 42
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Table of Contents The amount and scope of insurance coverage provided by our policies and policies maintained by our managers, tenants or othercounterparties may not adequately insure against losses. We maintain or require in our lease, management and other agreements that our managers, tenants or other counterparties maintaincomprehensive insurance coverage on our properties and their operations with terms, conditions, limits and deductibles that we believe are customaryfor similarly situated companies in each industry. Although we frequently review our insurance programs and requirements, we cannot assure you thatwe or our managers, tenants or other counterparties will be able to procure or maintain adequate levels of insurance. We also cannot assure you thatwe or our managers, tenants or other counterparties will maintain the insurance coverage required under our lease, management and otheragreements, that we will continue to require the same levels of insurance under our lease, management and other agreements, that this insurance willbe available at a reasonable cost in the future or at all or that the policies maintained will fully cover all losses on our properties when a catastrophicevent occurs. We cannot make any guaranty as to the future financial viability of the insurers that underwrite our policies and the policies maintained byour managers, tenants and other counterparties. If we sustain losses in excess of our insurance coverage, we may be required to pay the differenceand we could lose our investment in, or experience reduced profits and cash flows from, our operations. In some cases, we and our managers and tenants may be subject to professional liability, general liability, employment, premise, data privacy,cybersecurity, environmental, unfair business practice and contracts claims brought by plaintiffs’ attorneys seeking significant damages and attorneys’fees, some of which may not be insured or indemnified and some of which may result in significant damage awards. Due to the historically highfrequency and severity of professional liability claims against senior housing and healthcare providers, the availability of professional liability insurancehas decreased, and the premiums on this insurance coverage remain costly. Insurance for other claims such as wage and hour, certain environmental,data privacy, cybersecurity and unfair business practices may no longer be available, and the premiums on that insurance coverage, to the extent it isavailable, remain costly. As a result, insurance protection against these claims may not be sufficient to cover all claims against us or our managers ortenants and may not be available at a reasonable cost or otherwise on terms that provide adequate coverage. If we or our managers and tenants areunable to maintain adequate insurance coverage or are required to pay damages, we or they may be exposed to substantial liabilities, and the adverseimpact on our or our managers’ and tenants’ respective financial condition, results of operations and cash flows could be material, and could adverselyaffect our managers’ and tenants’ ability to meet their obligations to us. Additionally, we and those of our managers and tenants who self-insure or who transfer risk of losses to a wholly-owned captive insurancecompany could incur large funded and unfunded property and liability expenses, which could materially adversely affect their or our liquidity, financialcondition and results of operations. We could incur substantial liabilities and costs if any of our properties are found to be contaminated with hazardous substances or webecome involved in any environmental disputes. Under federal and state environmental laws and regulations, a current or former owner of real property may be liable for costs related to theinvestigation, removal and remediation of petroleum or hazardous or toxic substances that are released from or are present at or under, or that aredisposed of in connection with, the property. Owners of real property may also face other environmental liabilities, including government fines andpenalties imposed by regulatory authorities and damages for injuries to persons, property or natural resources. Environmental laws and regulationsoften impose liability without regard to whether the owner was aware of, or was responsible for, the presence, release or disposal of hazardous or toxicsubstances or petroleum. In some circumstances, environmental liability may result from the activities of a current or former manager or tenant of theproperty. Although we generally have indemnification rights against the current managers or tenants of our properties for contamination they cause, thatindemnification may not adequately cover all environmental costs. See “Government Regulation—Environmental Regulation” included in Part I, Item 1of this Annual Report. 43
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Table of Contents Risks Relating to Our REIT Status Loss of our status as a REIT would have significant adverse consequences for us and the value of our common stock. If we lose our status as a REIT (currently or with respect to any tax years for which the statute of limitations has not expired), we will faceserious tax consequences that will substantially reduce the funds available to satisfy our obligations, to implement our business strategy and to makedistributions to our stockholders because: • We would not be allowed a deduction for distributions to stockholders in computing our taxable income and would be subject to regular U.S. federalcorporate income tax for any taxable year for which we did not qualify as a REIT; • We could be subject to increased state and local taxes for those years; and • Unless we are entitled to relief under statutory provisions, we could not elect to be subject to tax as a REIT for four taxable years following the latesttaxable year during which we were disqualified. In addition, for any year in which we are otherwise unable to qualify as a REIT, we will not be required to pay dividends to maintain REIT status,which could adversely affect the value of our common stock. Qualification as a REIT involves the application of highly technical and complex provisions of the Code for which there are only limited judicialand administrative interpretations. The determination of factual matters and circumstances not entirely within our control, as well as new legislation,regulations, administrative interpretations or court decisions, may adversely affect our investors or our ability to remain qualified as a REIT for taxpurposes. In order to maintain our qualification as a REIT, we must satisfy a number of requirements, generally including requirements regarding theownership of our stock, requirements regarding the composition of our assets, requirements regarding the sources of our income, and a requirement tomake distributions to our stockholders aggregating annually at least 90% of our net taxable income, excluding capital gains. Although we believe that wecurrently qualify as a REIT, we cannot assure you that we will continue to qualify for all future periods. Even if we qualify as a REIT, we are subject to some taxes on our income and property, including state, local, and foreign taxes, and U.S.federal income taxes in the case of our taxable REIT subsidiaries. To the extent the Company is required to pay any taxes under existing laws or due tofuture changes in law, we will have less cash available for distribution to stockholders. The 90% distribution requirement will decrease our liquidity and may limit our ability to engage in otherwise beneficial transactions. To comply with the 90% distribution requirement applicable to REITs and to avoid a nondeductible excise tax and federal corporate income taxon undistributed REIT taxable income, we must make annual distributions of 100% of our REIT taxable income to our stockholders. Such distributionsreduce the funds we have available to finance our investment, acquisition, development and redevelopment activity and may limit our ability to engagein transactions that are otherwise in the best interests of our stockholders. From time to time, we may not have sufficient cash or other liquid assets to satisfy the REIT distribution requirements. For example, timingdifferences between the actual receipt of income and actual payment of deductible expenses, on the one hand, and the inclusion of that income anddeduction of those expenses in 44
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Table of Contents arriving at our taxable income, on the other hand, or non-deductible expenses such as principal amortization or repayments or capital expenditures inexcess of non-cash deductions may prevent us from having sufficient cash or liquid assets to distribute 100% of our REIT taxable income. In the event that timing differences occur (or, as applicable, we decide to retain cash or to distribute such greater amount as may be necessaryto avoid income and excise taxation), we may seek to borrow funds, issue additional equity securities, pay taxable stock dividends, distribute otherproperty or securities or engage in other transactions intended to enable us to meet the REIT distribution requirements. Any of these actions mayrequire us to raise additional capital to meet our obligations; however, see “—Market conditions, the actual and perceived state of the capital marketsgenerally and limitations on our ability to access such markets could negatively impact our business and have an adverse effect on us, including ourability to make required payments on our debt obligations, make distributions to our stockholders or make future investments necessary to implementour business strategy.” The terms of the instruments governing our existing indebtedness restrict our ability to engage in certain of these transactions. To preserve our qualification as a REIT, our certificate of incorporation contains ownership limits with respect to our capital stock that maydelay, defer or prevent a change of control of our company. Our certificate of incorporation contains restrictions on the ownership and transfer of our common and preferred stock to enable us to preserveour REIT status. Our certificate of incorporation provides certain specified remedies if a transfer would violate one of the ownership limitations. Inparticular, if a person acquires beneficial or constructive ownership of more than the ownership limit (currently, 9.0%, in number or value, of ouroutstanding common stock or more than 9.9%, in number or value, of our outstanding preferred stock), or in violation of certain other limitations set forthin our certificate of incorporation, then the shares that are beneficially or constructively owned in excess of the relevant limitation are considered “excessshares.” Excess shares are automatically deemed transferred to a trust for the benefit of a charitable institution or other qualifying organization selectedby our Board of Directors. The trust is entitled to all dividends with respect to the excess shares and the trustee may exercise all voting power over theexcess shares. We also have the right to purchase the excess shares for a price equal to the lesser of (i) the price per share in the transaction thatcreated the excess shares or (ii) the market price on the day we purchase the shares, and we may defer payment of the purchase price for up to fiveyears. If we do not purchase the excess shares, the trustee of the trust is required to transfer the shares at the direction of our Board of Directors. Theowner of the excess shares is entitled to receive the lesser of the proceeds from the sale of the excess shares or the original purchase price for suchexcess shares, and any additional amounts are payable to the beneficiary of the trust. These ownership limits could delay, defer or prevent a transactionor a change of control that might involve a premium price for our common stock or might otherwise be in the best interests of our stockholders. Our use of taxable REIT subsidiaries is limited under the Code. Under the Code, no more than 20% (25%, commencing in 2026) of the value of the gross assets of a REIT may be represented by securities ofone or more TRSs. This limitation may affect our ability to increase the size of our TRSs’ operations and assets, and there can be no assurance that wewill be able to comply with the applicable limitation, or that such compliance will not adversely affect our business. Also, our TRSs may not, among otherthings, operate or manage healthcare facilities, which may cause us to forgo investments we might otherwise make. Finally, we may be subject to a100% excise tax as a result of transactions involving our TRSs to the extent that it is determined that those transactions resulted in our TRSs havingless taxable income than the TRSs would have had if the transactions were undertaken by unrelated parties on an arm's-length basis. We believe ourarrangements with or involving our TRSs are on arm's-length terms and intend to continue to operate in a manner that allows us to avoid incurring the100% excise tax described above, but there can be no assurance that we will be able to avoid application of that tax. Complying with REIT requirements may cause us to forego otherwise attractive opportunities (including investing in our tenants) or liquidateotherwise attractive investments. 45
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Table of Contents To qualify as a REIT for federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of ourincome, the nature and diversification of our assets, the amounts we distribute to our stockholders and the ownership of our common stock. In order tomeet these tests, we may be required to forego investments we might otherwise make (including investments in our tenants) or to liquidate otherwiseattractive investments. This limited investment scope could also lead to financial risks or limit our flexibility during times of operating instability. The lease of qualified healthcare properties to a TRS is subject to special requirements. We lease certain healthcare properties to TRSs, which in turn contract with third-party managers to manage the healthcare operations at theseproperties. The rents we receive from a TRS pursuant to this arrangement are treated as qualifying rents from real property if the healthcare property isa qualified health care property (as defined in the Code), the rents are paid pursuant to a lease with a TRS and the manager qualifies as an eligibleindependent contractor (as defined in the Code). The determination of what is a qualified healthcare property is complex and, particularly with respect tounlicensed properties, dependent on the day-to-day operations and other arrangements in place at those properties. We believe that we haveappropriately determined which of our properties are properly characterized as qualified healthcare properties and that we have structured theapplicable leases and related arrangements in a manner intended to meet these requirements, but there can be no assurance that these conditions willbe satisfied. If any of these conditions is not satisfied with respect to a particular lease, then the rents we receive with respect to such lease will not bequalifying rents, which could have an adverse effect on our ability to comply with REIT income tests and thus on our ability to qualify as a REIT unlesswe are able to avail ourselves of certain relief provisions. The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated assales for federal income tax purposes. A REIT’s net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions are sales or otherdispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business, unless certain safeharbor exceptions apply. Although we do not intend to hold any properties that would be characterized as held for sale to customers in the ordinarycourse of our business, such characterization is a factual determination and no guarantee can be given that the IRS would agree with ourcharacterization of our properties or that we will always be able to satisfy the available safe harbors. Ventas may incur adverse tax consequences if any of Ventas’s subsidiary REITs fail to qualify as a REIT for U.S. federal income tax purposes. Ventas operates its subsidiary REITs with the intention of enabling them to qualify as REITs for U.S. federal income tax purposes. However, therules governing REITs are highly technical and complex and we cannot assure you that any or all of our subsidiary REITs will continue to qualify asREITs. We receive opinions from external REIT counsel to the effect that, at all times starting with the applicable year of REIT election, each suchsubsidiary REIT was organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code. However,these opinions are not binding on the IRS or any court, and it is possible that the IRS could take a contrary position or that this tax position might not besustained. 46
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Table of Contents If any of our subsidiary REITs fail to qualify as a REIT for U.S. federal income tax purposes, Ventas could become subject to certain taxliabilities. These liabilities could be significant, and Ventas could fail to qualify as a REIT as a result. Legislative or other actions affecting REITs or taxes could have a negative effect on our stockholders or us. The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS andthe U.S. Treasury Department. Changes to the tax laws, with or without retroactive application, could adversely affect our investors or us. Newlegislation, U.S. Treasury Department regulations, administrative interpretations or court decisions could significantly and negatively affect our ability toqualify as a REIT, the federal income tax consequences of such qualification, or the federal income tax consequences of an investment in us. Also, thelaw relating to the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other entities moreattractive relative to an investment in a REIT. ITEM 1B. Unresolved Staff Comments None. ITEM 1C. Cybersecurity Our business is subject to risk from cybersecurity threats and incidents. Cybersecurity threats and incidents include attempts to gainunauthorized access to our systems and networks to disrupt operations, corrupt data, steal confidential or personal information or take other maliciousactions. Additionally, cybersecurity threats and incidents against our managers, tenants, borrowers, investments in unconsolidated entities, vendors,suppliers, service providers or other third parties with whom we do business could impact their operations and have consequences for us. Ventasconsiders cybersecurity risk a serious threat and has put processes in place designed to mitigate the risk and impact of any such cybersecurity threat orincident. Risk Management and Strategy As part of our cybersecurity risk management process, we: • Periodically review and implement procedures that endeavor to follow the cybersecurity standards set forth by the National Institute of Standards andTechnology, including procedures with respect to evaluation and monitoring of cybersecurity threats and incidents; • Implement, maintain and regularly review incident response plans to manage cybersecurity threats and incidents on us or users of our informationsystems. Such plans are informed by our testing and monitoring activities and set forth actions to be taken in responding to and recovering fromcybersecurity incidents which include procedures for assessing the severity of such threats and incidents, escalating and disseminating informationand containing, investigating and remediating threats and incidents; • Engage third-party security firms to monitor and respond to cybersecurity threats and incidents, including risks associated with our use of third-partyvendors and service providers, and conduct periodic penetration tests with the aim of identifying and remediating vulnerabilities; • Periodically evaluate and assess cybersecurity risks associated with our use of key third-party managers, business partners, vendors and serviceproviders, including their access, if any, to our information systems. However, we do not control the cybersecurity plans and systems put in place bysuch third parties and we may 47
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Table of Contents have limited contractual protections with such third parties, such as indemnification obligations to us, which could cause us to be negatively impactedas a result; • Provide employees with the training, tools and resources designed to protect the Company from cybersecurity threats and incidents and to identifyand report such threats and incidents. Our employees receive training and testing on cybersecurity protocols throughout the year, including regularanti-phishing campaigns, periodic live training programs and mandatory annual training and assessments with passing requirements. Each employeeperiodically acknowledges that they have read, understood and will abide by the Company’s cybersecurity policies; and • Seek to minimize the amount of personal information collected to support business needs and use storage and transfer protocols leveragingencryption of critical information, including confidential or personal information. We also seek to restrict information system access to appropriatelevels while allowing users to fulfill their business responsibilities. Our processes for assessing, identifying, and managing material risks from cybersecurity threats and incidents are integrated into our multi-disciplinary enterprise risk management (“ERM”) process. Our ERM process is managed through our ERM Committee, which we have established toassess, identify and manage enterprise-wide risks to the Company, and is comprised of personnel from our senior leadership team. The ERMCommittee is convened at least quarterly to review and update our top risks, including cybersecurity risks. Existing risks are evaluated for changes, andmitigation strategies are discussed as needed. New risks are discussed and evaluated for consideration as a top risk. Results are discussed with ourBoard of Directors at quarterly Board meetings as needed. As of December 31, 2025, the Company was not aware of any cybersecurity threats or incidents that have materially affected or are reasonablylikely to materially affect the Company, including with respect to our business strategy, results of operations or financial condition. While we haveimplemented measures designed to help mitigate the risk from cybersecurity threats and incidents, we cannot guarantee that we or our managers,tenants, borrowers, investments in unconsolidated entities, vendors, suppliers, service providers or other third parties with whom we do business will besuccessful in preventing a cybersecurity incident, or mitigating or remediating a cybersecurity threat, which could result in a data center outage, disruptour systems and operations or the systems and operations of our managers, tenants, borrowers, investments in unconsolidated entities, vendors,suppliers, service providers or other third parties with whom we do business, compromise the confidential or personal information of our employees,partners or the residents in our senior housing communities and damage our business relationships and reputation. Although we have implementedvarious measures designed to manage risks relating to these types of events, these measures and the systems supporting them could prove to beinadequate and, if compromised, could become inoperable for extended periods of time, cease to function properly or fail to adequately secureconfidential or personal information. See “Risk Factors—Risks Relating to Legal, Compliance and Regulatory—Cybersecurity threats and incidentscould disrupt our operations or the operations of the third parties with whom we do business, invest in or lend to, result in the loss of or unauthorizedaccess to confidential or personal information or damage our or their business relationships and reputation” included in Part I, Item 1A of this AnnualReport. Governance Role of our Board of Directors and the Audit and Compliance Committee As part of our Board of Directors’ role in overseeing the Company’s ERM program, which includes our cybersecurity risk management, ourBoard is responsible for overseeing management’s identification, assessment and management of material cybersecurity risks which may reasonablybe expected to impact the Company. While our Board has overall responsibility for enterprise risk oversight, our Board has delegated to the Audit andCompliance Committee responsibility for overseeing risks from cybersecurity threats and incidents. The Audit and Compliance Committee is responsiblefor overseeing the effectiveness of the Company’s cybersecurity risk management initiatives, taking into account the Company’s risk exposures. 48
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Table of Contents Management briefs the Audit and Compliance Committee at least once a year and our Board as appropriate on cybersecurity controls, protocols, riskassessments and mitigation measures. Role of our Management Our management has primary responsibility for identifying, assessing and managing our exposure to cybersecurity threats and incidents,subject to oversight by our Board of Directors of the processes we establish to assess, monitor and mitigate that exposure. Our Chief Information Officer oversees our Information Technology Team and is responsible for the development and implementation of strategyfor our information systems, networks, infrastructure, cybersecurity and data analytics. She has more than 25 years of experience in the field ofinformation technology and is a member of our senior leadership team. Prior to joining Ventas, she spent approximately 12 years at a multinationalhospitality public company where, in her most recent role, she was responsible for application management and support of enterprise-wide systems.This role also had responsibility for global service desk support for more than 100,000 employees. Upon the detection of a potentially material cybersecurity threat or incident, the Company’s Information Technology Team notifies our ChiefExecutive Officer, Chief Financial Officer, General Counsel and other relevant business executives. Our Chief Information Officer then works with theappropriate leaders and employees in any impacted business groups, as well as appropriate personnel in our finance, legal and other departments, toassess the risks to the Company and potential impact while determining appropriate remediation steps. Upon management’s determination that a cybersecurity threat or incident could be material to the Company, our management notifies the Auditand Compliance Committee, who may then escalate the risk to our full Board of Directors depending on management’s assessment of the risk. Asdiscussed above, management also provides regular reports to the Audit and Compliance Committee and to our Board as appropriate. ITEM 2. Properties As of December 31, 2025, we owned or had investments in 1,409 properties consisting of 1,374 properties in our SHOP, OM&R and NNNsegments and 35 properties held by unconsolidated real estate entities in our non-segment operations. See “Note 7 – Investments in UnconsolidatedEntities.” 49
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Table of Contents The following table provides additional information regarding the geographic diversification of our Segment Properties as of December 31,2025: Senior Housing Communities SNFs Outpatient Medical Buildings Research Centers IRFs and LTACs Other Healthcare Facilities Geographic Location # ofProperties Units # of PropertiesLicensedBeds # of Properties Square Feet # of Properties Square Feet # of PropertiesLicensedBeds # of PropertiesLicensedBeds Alabama 1 222 — — 6 618 — — — — — — Arkansas 5 413 — — — — — — — — — — Arizona 32 3,425 — — 14 895 — — 1 60 — — California 76 8,154 — — 29 2,257 — — 8 667 — — Colorado 25 2,342 1 82 17 877 — — 1 81 — — Connecticut 12 1,560 — — — — — — — — — — Delaware 2 182 — — — — — — — — — — District of Columbia — — — — 2 103 — — — — — — Florida 52 4,754 — — 14 343 1 252 7 563 — — Georgia 16 1,632 — — 18 1,279 — — 1 42 — — Hawaii 1 123 — — 1 23 — — — — — — Iowa 2 214 — — — — — — — — — — Idaho 1 46 — — 1 76 — — — — — — Illinois 32 3,460 1 82 28 1,481 1 129 2 255 — — Indiana 10 1,018 — — 41 2,293 — — 1 59 — — Kansas 12 1,021 — — 2 115 — — — — — — Kentucky 11 1,331 — — 2 73 — — 1 384 — — Louisiana 5 458 — — 8 456 — — 1 32 — — Massachusetts 20 2,289 2 181 — — — — — — — — Maryland 4 282 — — 2 83 3 320 — — — — Maine 8 990 — — — — — — — — — — Michigan 22 1,831 — — 16 727 — — — — — — Minnesota 9 715 — — 2 99 — — — — — — Missouri 6 593 — — 19 1,118 5 810 2 69 — — Mississippi 1 94 — — 1 51 — — — — — — Montana 5 465 — — — — — — — — — — North Carolina 37 3,071 — — 15 680 8 1,356 1 124 — — North Dakota 2 115 — — 1 114 — — — — — — Nebraska 2 251 — — — — — — — — — — New Hampshire 2 242 — — — — — — — — — — New Jersey 14 1,385 1 153 3 37 — — — — — — New Mexico 4 403 — — 3 53 — — 2 123 4 555 Nevada 7 835 — — 4 329 — — 2 130 — — New York 46 5,505 — — 3 190 — — — — — — Ohio 30 2,736 — — 16 593 — — 1 50 — — Oklahoma 9 754 — — 1 80 — — 1 41 4 958 Oregon 36 3,251 6 360 1 105 — — — — — — Pennsylvania 31 2,475 4 620 7 548 6 1,119 1 52 — — Rhode Island 4 399 — — — — 3 444 — — — — South Carolina 7 601 — — 22 1,188 — — — — — — South Dakota 5 295 — — — — — — — — — — Tennessee 17 1,487 — — 5 250 — — 1 49 — — Texas 76 7,616 — — 47 2,090 — — 9 627 2 445 Utah 6 662 — — — — — — 1 41 — — Virginia 11 991 — — 5 234 1 262 — — — — Washington 20 2,051 7 636 10 584 — — — — — — Wisconsin 31 2,263 — — 15 745 — — — — — — West Virginia 2 122 4 326 — — — — — — — — Wyoming 2 169 — — — — — — — — — — Total U.S. 771 75,293 26 2,440 381 20,783 28 4,692 44 3,449 10 1,958 Canada 84 16,182 — — — — — — — — — — United Kingdom 11 724 — — — — — — — — 3 121 Total 866 92,199 26 2,440 381 20,783 28 4,692 44 3,449 13 2,079 (1) (1) 50
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Table of Contents ______________________________ Square Feet are in thousands. Totals may not foot due to rounding. Corporate Offices Our headquarters are located in Chicago, Illinois and we have additional corporate offices in Louisville, Kentucky and New York, New York. Welease all of our corporate offices. ITEM 3. Legal Proceedings The information contained in “Note 14 – Commitments and Contingencies” of the Notes to Consolidated Financial Statements included inPart II, Item 8 of this Annual Report is incorporated by reference into this Item 3. Except as set forth therein, we are not a party to, nor is any of ourproperty the subject of, any material pending legal proceedings. ITEM 4. Mine Safety Disclosures Not applicable. (1) 51
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Table of Contents PART II ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock, par value $0.25 per share, is listed and traded on the New York Stock Exchange (the “NYSE”) under the symbol “VTR.” Asof February 3, 2026, there were 475.0 million shares of our common stock outstanding, held by approximately 2,927 stockholders of record. Dividends and Distributions We pay regular quarterly dividends to holders of our common stock to comply with the provisions of the Internal Revenue Code of 1986, asamended (the “Code”), governing REITs. In order to maintain our qualification as a REIT, we are required under the Code, among other things, todistribute annually at least 90% of our REIT taxable income, determined without regard to any net capital gain. In addition, we will be subject to incometax at the regular corporate rate to the extent we distribute less than 100% of our REIT taxable income, including any net capital gains. We expect todistribute at least 100% of our taxable net income, after the use of any net operating loss carryforwards, to our stockholders for 2026. In general, our Board of Directors makes decisions regarding the nature, frequency and amount of our dividends on a quarterly basis. Becausethe Board considers many factors when making these decisions, including our present and future liquidity needs, our current and projected financialcondition and results of operations and the performance and credit quality of our managers, tenants, borrowers, we cannot assure you that we willmaintain the practice of paying regular quarterly dividends to continue to qualify as a REIT. Please see “Cautionary Statements” and the risk factorsincluded in Part I, Item 1A of this Annual Report for a description of other factors that may affect our distribution policy. Director and Employee Stock Sales Certain of our directors, executive officers and other employees have adopted or, from time to time in the future, may adopt non-discretionary,written trading plans that comply with Rule 10b5-1 under the Exchange Act, or otherwise monetize, gift or transfer their equity-based compensation.These transactions typically are conducted for estate, tax and financial planning purposes and are subject to compliance with our Amended andRestated Securities Trading Policy and Procedures (“Securities Trading Policy”), the minimum stock ownership requirements contained in ourGuidelines on Governance and all applicable laws and regulations. Our Securities Trading Policy expressly prohibits our directors, executive officers and employees from buying or selling derivatives with respectto our securities or other financial instruments that are designed to hedge or offset a decrease in the market value of our securities and from engaging inshort sales with respect to our securities. In addition, our Securities Trading Policy prohibits our directors and executive officers from holding oursecurities in margin accounts or pledging our securities to secure loans. Each of our directors and executive officers has advised us that he or she is incompliance with the Securities Trading Policy and has not pledged any of our equity securities to secure margin or other loans. 52
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Table of Contents Stock Performance Graph The following performance graph compares the cumulative total return (including dividends) to the holders of our common stock from December31, 2020, through December 31, 2025, with the cumulative total returns of the S&P 500 Index, the FTSE Nareit Equity REITs Index (“FTSE Nareit EquityIndex”) and the FTSE Nareit Equity Health Care Index (“FTSE Nareit Health Care Index”) over the same period. The comparison assumes $100 wasinvested on December 31, 2020, in our common stock and in each of the foregoing indices and assumes reinvestment of dividends, as applicable. Wehave included the FTSE Nareit Health Care Index and FTSE Nareit Equity Index because we believe those indices are representative of the industriesin which we compete, or otherwise provide fair bases for comparison with us, and are therefore particularly relevant to an assessment of ourperformance, and the S&P 500 Index because we are a member of the S&P 500. The figures in the table below are rounded to the nearest dollar. 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Ventas $100 $108 $99 $113 $139 $187 S&P 500 Index $100 $129 $105 $133 $166 $196 FTSE Nareit Equity Index $100 $143 $108 $123 $134 $138 FTSE Nareit Health Care Index $100 $116 $91 $103 $128 $165 53
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Table of Contents Stock Repurchases We do not have a publicly announced repurchase plan or program in effect. The table below summarizes repurchases of our common stockmade during the quarter ended December 31, 2025: Number of Shares Repurchased Average Price Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs October 1 through October 31 202 $ 70.16 — — November 1 through November 30 — — — — December 1 through December 31 435 77.38 — — Total 637 $ 75.09 — — ______________________________ Repurchases represent shares withheld to pay taxes on the vesting of restricted stock and restricted stock units (including service-based and performance-basedawards) and/or to pay taxes on the exercise price upon the exercise of stock options, granted to employees. The value of the shares withheld is the closing price ofour common stock on the date the vesting or exercise occurred (or, if not a trading day, the immediately preceding trading day) or the fair market value of ourcommon stock at the time of the exercise, as the case may be. ITEM 6. [Reserved] ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion provides information that management believes is relevant to an understanding and assessment of the consolidatedfinancial condition and results of operations of Ventas, Inc. You should read this discussion in conjunction with our Consolidated Financial Statementsand the notes thereto included in Part II, Item 8 of this Annual Report and our Risk Factors included in Part I, Item 1A of this Annual Report. Business Summary and Overview of 2025 Ventas, Inc., (together with its consolidated subsidiaries, unless otherwise indicated or except where the context otherwise requires, “we,” “us,”“our,” “Ventas,” “Company” and other similar terms) is an S&P 500 company focused on delivering strong, sustainable shareholder returns by enablingexceptional environments that benefit a large and growing aging population. We hold a portfolio that includes senior housing communities, outpatientmedical buildings, research centers, hospitals and healthcare facilities located in North America and the United Kingdom. As of December 31, 2025, weowned or had investments in 1,409 properties consisting of 1,374 properties in our reportable segments (“Segment Properties”) and 35 properties heldby unconsolidated real estate entities in our non-segment operations. We are headquartered in Chicago, Illinois with additional corporate offices inLouisville, Kentucky and New York, New York. We elected to be taxed as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, asamended (the “Code”), commencing with our taxable year ended December 31, 1999. Provided we qualify for taxation as a REIT, we generally are notrequired to pay U.S. federal corporate income taxes on our REIT taxable income that is currently distributed to our stockholders. In order to maintain ourqualification as a REIT, we must satisfy a number of technical requirements, which impact how we invest in, operate and manage our assets. See “RiskFactors—Risks Relating to Our REIT Status” included in Part I, Item 1A of this Annual Report. (1) (1) 54
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Table of Contents We operate through three reportable segments: senior housing operating portfolio, which we refer to as “SHOP,” outpatient medical andresearch portfolio, which we refer to as “OM&R,” and triple-net leased properties, which we refer to as “NNN.” We also hold assets outside of ourreportable segments, which we refer to as non-segment assets, and which consist primarily of corporate assets, including cash and cash equivalents,restricted cash, loans receivable and investments, accounts receivable and investments in unconsolidated entities. Our investments in unconsolidatedentities include investments made through our third-party institutional private capital management platform, Ventas Investment Management (“VIM”).Through VIM, we partner with third-party institutional investors to invest in real estate through various joint ventures and other co-investment vehicleswhere we are the sponsor or general partner, including our open-ended investment vehicle, the Ventas Life Science & Healthcare Real Estate Fund (the“Ventas Fund”). Our investments in unconsolidated entities also includes investments in operating entities, such as Ardent Health, Inc. (together with itssubsidiaries, “Ardent”) and Atria Senior Living, Inc. (together with its subsidiaries, “Atria”). See our Consolidated Financial Statements and the relatednotes, including “Note 7 – Investments in Unconsolidated Entities” included in Part II, Item 8 of this Annual Report. Our chief operating decision maker evaluates performance of the combined properties in each operating segment and determines how toallocate resources to these segments based on net operating income (“NOI”) for each segment. See our Consolidated Financial Statements and therelated notes, including “Note 2 – Accounting Policies” and “Note 18 – Segment Information” included in Part II, Item 8 of this Annual Report. The following table summarizes information for our portfolio for the year ended December 31, 2025 (dollars in thousands): Segment NOI Percentage of Total NOI Segment Properties Senior housing operating portfolio (SHOP) $ 1,184,064 49.4 % 752 Outpatient medical and research portfolio (OM&R) 590,169 24.7 % 409 Triple-net leased properties (NNN) 588,073 24.6 % 213 Non-segment 30,748 1.3 % n/a $ 2,393,054 100 % 1,374 ______________________________ “NOI” is defined as total revenues, less interest and other income, property-level operating expenses and third-party capital management expenses. See “Non-GAAPFinancial Measures” included elsewhere in this Annual Report for additional disclosure and a reconciliation of Net income attributable to common stockholders, ascomputed in accordance with U.S. generally accepted accounting principles (“GAAP”), to NOI. NOI for non-segment includes management fees and promote revenues, net of expenses related to our third-party institutional private capital management platform,income from loans and investments and corporate-level expenses not directly attributable to any of our three reportable segments. n/a—not applicable Business Strategy For nearly three decades, Ventas has pursued a strategy focused on delivering outsized value to stockholders and other key stakeholders byenabling exceptional environments that benefit a large and growing aging population. Working with industry-leading care providers, partners andresearch 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 strongcash flow throughout our portfolio of high-quality assets unified in meeting demographic demand and (4) maintaining financial strength, flexibility andliquidity. (1) (2) (1) (2) 55
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Table of Contents Our objective is to generate reliable and growing cash flows from our portfolio, which enables us to pay regular cash dividends to stockholdersand creates opportunities to increase stockholder value. 2026 Market Trends We expect senior housing to benefit from strong supply/demand fundamentals, including robust projected demand growth combined with lowprojected supply growth. Senior housing is expected to benefit from a large and growing aging demographic in the United States, with the 80+population anticipated to grow by 28% through 2030. United States senior housing construction starts are at historically low levels. Our operations have been and are expected to continue to be impacted by broader economic and market conditions, including interest rates,inflation and conditions of the capital and labor markets. See “Risk Factors” in Part I, Item 1A of this Annual Report for additional discussion of risks affecting our business. Select 2025 and Early 2026 Highlights Investments and Dispositions • During the year ended December 31, 2025, we acquired 52 senior housing communities reported within our SHOP segment for an aggregatepurchase price of $2.3 billion. • During the year ended December 31, 2025, we sold three senior housing communities in our SHOP segment, six properties in our OM&R segmentand 14 properties in our NNN segment for aggregate consideration of $223.2 million and recognized $17.8 million in Gain on real estate dispositions.In addition, we recognized $20.8 million in Gain on real estate dispositions from a lease modification on 12 OM&R properties. • In January and February 2026 we acquired 26 senior housing communities reported within our SHOP segment for $842.2 million. Liquidity and Capital • As of December 31, 2025, we had $5.3 billion in liquidity, including $3.5 billion of availability under our unsecured revolving credit facility,$741.1 million of cash and cash equivalents on hand and $1.0 billion of estimated proceeds available under unsettled equity forward salesagreements calculated using the forward price net of fees, and less $18.6 million outstanding under our uncommitted line for standby letters of credit. • In April 2025, we amended our unsecured revolving credit facility to, among other things, increase our borrowing capacity from $2.75 billion to $3.5billion. • In August 2025, we increased the amount that Ventas Realty, Limited Partnership (“Ventas Realty”) may issue from time to time under its commercialpaper program from a maximum aggregate amount outstanding at any time of $1.0 billion to $2.0 billion. Other than the increase in the program’smaximum capacity, the other terms of the commercial paper program remain unchanged. • In January 2026, Ventas Realty amended the terms of its $500.0 million unsecured term loan due June 2027 to, among other things, extend thematurity to January 2031, increase the principal amount to $700.0 million and, within the same agreement, establish a new unsecured delay drawterm loan in the principal amount of $550 million. The amended term loan included an accordion feature that permits Ventas Realty to increase theaggregate borrowings thereunder to up to $1.75 billion, subject to the satisfaction of certain conditions, including the receipt of additionalcommitments for such increase. The proceeds from the increase in the 56
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Table of Contents principal amount of the term loan were used to repay in full Ventas Realty’s $200.0 million unsecured term loan due February 2027. As of January2026, the delayed draw term loan remains undrawn. Senior Notes • In January and February 2025, we repaid $450.0 million and $600.0 million aggregate principal amount of 2.65% Senior Notes due 2025 and 3.50%Senior Notes due 2025, respectively, at maturity. • In June and December 2025, Ventas Realty issued $500.0 million and $500.0 million of aggregate principal amount of 5.10% Senior Notes due 2032and 5.00% Senior Notes due 2036, respectively. The proceeds of both offerings were primarily used for general corporate purposes, which includedrepayment of other indebtedness and expenses related to the offering. • In January 2026, we repaid $500.0 million aggregate principal amount of 4.13% Senior Notes due 2026 at maturity. Mortgages • During the year ended December 31, 2025, we repaid in full mortgage loans in the aggregate principal amount of $596.9 million. Equity • In May 2025, our stockholders approved the increase of authorized common stock from 600 million shares to 1.2 billion shares. • In June 2025, we amended the sales agreement for our at-the-market equity offering program (the “ATM Program”) such that the aggregate grosssales price of common stock available for issuance under the program immediately following the amendment was $2.25 billion. • During the year ended December 31, 2025, we entered into equity forward sales agreements under the ATM Program for 46.2 million shares of ourcommon stock for gross proceeds of $3.2 billion, representing an average price of $69.51 per share, of which 13.9 million shares or approximately$1.1 billion in gross proceeds remained unsettled with maturities through July 2027. • As of December 31, 2025, the remaining amount available under the ATM Program for future sales of common stock was $350.3 million. • In January 2026, we entered into equity forward sales agreements under the ATM Program for 1.5 million shares of common stock or approximately$111.7 million in gross proceeds which remain unsettled with maturity in July 2027. As of January 31, 2026, the remaining amount available under theATM Program for future sales of common stock was $238.5 million. Portfolio • During the year ended December 31, 2025, we converted 63 senior housing communities located in the United States from the NNN segment to theSHOP segment. We also transitioned 26 senior housing communities within the SHOP segment to new managers. • During the year ended December 31, 2025, we converted 11 senior housing communities located in the United Kingdom within our NNN segment toour SHOP segment and transitioned such assets to a new manager. 57
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Table of Contents Other Items • During the year ended December 31, 2025, the Ventas Fund, an equity method investee, acquired three senior housing communities and twooutpatient medical buildings for an aggregate purchase price of $279.5 million. Refer to “Note 7 – Investments in Unconsolidated Entities”. • During the year ended December 31, 2025, the Pension Fund Joint Venture, an equity method investee, sold five senior housing communities foraggregate consideration of $302.5 million. Refer to “Note 7 – Investments in Unconsolidated Entities”. • In December 2024, we entered into agreements with Brookdale Senior Living, Inc. (with its subsidiaries, “Brookdale”) and certain of its affiliates withrespect to 121 senior housing properties in our NNN segment whose lease term was scheduled to expire under our Master Lease with Brookdale onDecember 31, 2025. Under these agreements, among other things, the term of the Brookdale Master Lease for 65 senior housing properties wasextended to December 31, 2035. Of the remaining 56 senior housing properties (w) 42 were converted to our SHOP segment during the year endedDecember 31, 2025, (x) 3 were converted to our SHOP segment on January 1, 2026, (y) 2 were sold during the year ended December 31, 2025 and(z) 9 were classified as held for sale as of December 31, 2025. New Legislation On July 4, 2025, H.R. 1 (the “OBBBA”) was signed into law. The OBBBA includes several significant provisions, such as the permanentextension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017, reforms to Medicaid and other changes to the Internal Revenue Code (the“Code”) that affect us and our investors. As a REIT, we are required to meet various (a) organizational requirements, (b) gross income tests, (c) asset tests, and (d) annual dividendrequirements imposed under the Code. Provided that we qualify to be taxed as a REIT, generally we are entitled to a deduction for dividends that wepay and therefore are not subject to U.S. federal corporate income tax on our REIT taxable income that currently is distributed to our stockholders. Thistreatment substantially eliminates the “double taxation” at the corporate and stockholder levels that generally results from an investment in a Ccorporation. We have also elected for certain of our subsidiaries to be treated as taxable REIT subsidiaries (“TRS” or “TRS entities”), which are subjectto federal, state and foreign income taxes. Among other things, the OBBBA (i) permanently extended the 20% deduction for “qualified REIT dividends” for our stockholders who areindividuals and non-corporate taxpayers under Section 199A of the Code, (ii) increased the percentage limit under the REIT asset test applicable to ourTRSs from 20% to 25% for taxable years beginning after December 31, 2025, and (iii) increased the base for the 30% interest deduction limit underSection 163(j) of the Code by modifying the definition of “adjusted taxable income” to exclude depreciation, amortization and depletion expense fortaxable years beginning after December 31, 2024. The OBBBA also contains provisions that may affect our and our managers’, tenants’ or borrowers’ operations, including but not limited toprovisions that pertain to funding of government reimbursement programs, which in turn may affect our business, financial condition or results ofoperations. See Part I, Item 1. “Business - Government Regulation” of this Annual Report for additional discussion of laws and regulations that we andour managers, tenants or borrowers may be subject to and Part I, Item 1A. “Risk Factors” of this Annual Report for additional discussion of the risks anduncertainties we and our managers, tenants or borrowers may face. 58
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Table of Contents Critical Accounting Policies and Estimates Our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report have been prepared in accordance with GAAP set forthin the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”). GAAP requires us to makeestimates and assumptions regarding future events that affect the reported amounts of assets and liabilities, the disclosure of contingent assets andliabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We base theseestimates on our experience and assumptions we believe to be reasonable under the circumstances. However, if our judgment or interpretation of thefacts and circumstances relating to various transactions or other matters had been different, we may have applied a different accounting treatment,resulting in a different presentation of our financial statements. We periodically reevaluate our estimates and assumptions and, in the event, they proveto be different from actual results, we make adjustments in subsequent periods to reflect more current estimates and assumptions about matters thatare inherently uncertain. We believe that the critical accounting policies described below, among others, affect our more significant estimates and judgments used in thepreparation of our financial statements. For more information regarding our critical accounting policies, see “Note 2 – Accounting Policies” of the Notesto Consolidated Financial Statements included in Part II, Item 8 of this Annual Report. Principles of Consolidation The Consolidated Financial Statements included in Part II, Item 8 of this Annual Report include our accounts and the accounts of our wholly-owned subsidiaries and the joint venture entities over which we exercise control. All intercompany transactions and balances have been eliminated inconsolidation, and our net earnings are reduced by the portion of net earnings attributable to noncontrolling interests. GAAP requires us to identify entities for which control is achieved through means other than voting rights and to determine which businessenterprise is the primary beneficiary of variable interest entities (“VIEs”). A VIE is broadly defined as an entity with one or more of the followingcharacteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support;(b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similarrights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; and (c) theequity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or areconducted on behalf of, an investor that has disproportionately few voting rights. We consolidate our investment in a VIE when we determine that weare its primary beneficiary. We may change our original assessment of a VIE upon subsequent events such as the modification of contractualarrangements that affects the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all, or a portion of an interestheld by the primary beneficiary. We identify the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantlyimpact the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant tothe entity. We perform this analysis on an ongoing basis. 59
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Table of Contents Accounting for Real Estate Acquisitions When we acquire real estate, we first make reasonable judgments about whether the transaction involves an asset or a business. Our realestate acquisitions are generally accounted for as asset acquisitions as substantially all of the fair value of the gross assets acquired is concentrated ina single identifiable asset or group of similar identifiable assets. We record the cost of the assets acquired as tangible and intangible assets andliabilities based upon their relative fair values as of the acquisition date. Our asset acquisitions may include one or more groups of real estate properties within which there are different types of tangible and intangibleassets, typically consisting of land, buildings, site improvements, furniture, fixtures and equipment and lease intangibles. When we acquire multiple realestate properties in a single transaction, we first assess the individual fair value of the real estate properties and then determine the individual fair valueof the various types of tangible and intangible assets therein. The individual fair value of the real estate properties is estimated by applying a valuationmethodology such as the direct capitalization method of the income approach, which includes estimate for a capitalization rate, annual gross income,vacancy, and expenses based on a number of factors including historical operating results, known and anticipated trends as well as market andeconomic conditions. We estimate the fair value of buildings acquired on an as-if-vacant basis or replacement cost basis and depreciate the building value on astraight-line basis over the estimated remaining useful life of the building, generally 35 years. We determine the fair value of other fixed assets, such assite improvements, and furniture, fixtures and equipment, based upon the replacement cost and depreciate such value on a straight-line basis over theassets’ estimated remaining useful lives, generally 15 years for land improvements and 20 years for building improvements. We determine the value ofland either by considering the sales prices of similar properties in recent transactions or based on internal analyses of recently acquired and existingcomparable properties within our portfolio. We generally determine the value of construction in progress based upon the replacement cost. However, forcertain acquired properties that are part of a ground-up development, we determine fair value by using the same valuation approach as for all otherproperties and deducting the estimated cost to complete the development. During the remaining construction period, we capitalize project costs,including interest on funds used for the construction, until the development has reached substantial completion. Construction in progress, includingcapitalized interest, is not depreciated until the development has reached substantial completion. Intangibles primarily include the value of in-place leases and acquired lease contracts. We include all lease-related intangible assets andliabilities within Acquired lease intangibles and Accounts payable and other liabilities, respectively, on our Consolidated Balance Sheets. The fair value of acquired lease-related intangibles, if any, reflects: (i) the estimated value of any above- or below-market leases, determined bydiscounting the difference between the estimated market rent and in-place lease rent; and (ii) the estimated value of in-place leases related to the costto obtain tenants, including leasing commissions, and an estimated value of the absorption period to reflect the value of the rent and recovery costsforegone during a reasonable lease-up period as if the acquired space was vacant. We amortize any acquired lease-related intangibles to revenue oramortization expense over the remaining life of the associated lease plus any assumed bargain renewal periods. If a lease is terminated prior to itsstated expiration or not renewed upon expiration, we recognize all unamortized amounts of lease-related intangibles associated with that lease inoperations over the shortened lease term. We estimate the fair value of purchase option intangible assets and liabilities, if any, by discounting the difference between the applicableproperty’s acquisition date fair value and an estimate of its future option price. We do not amortize the resulting intangible asset or liability over the termof the lease, but rather adjust the recognized value of the asset or liability upon sale. 60
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Table of Contents In connection with an acquisition, we may assume rights and obligations under certain lease agreements pursuant to which we become thelessee of a given property. We generally assume the lease classification previously determined by the prior lessee absent a modification in the assumedlease agreement. We assess assumed operating leases, including ground leases, to determine whether the lease terms are favorable or unfavorable tous given current market conditions on the acquisition date. To the extent the lease terms are favorable or unfavorable to us relative to market conditionson the acquisition date, we recognize an intangible asset or liability at fair value and amortize that asset or liability to Interest or rental expense in ourConsolidated Statements of Income over the applicable lease term. Where we are the lessee, we record the acquisition date values of leases, includingany above- or below-market value, within Operating lease assets and Operating lease liabilities on our Consolidated Balance Sheets. We estimate the fair value of noncontrolling interests assumed consistent with the manner in which we value all of the underlying assets andliabilities. We calculate the fair value of long-term assumed debt by discounting the remaining contractual cash flows on each instrument at the currentmarket rate for those borrowings, which we approximate based on the rate at which we would expect to incur a replacement instrument on the date ofacquisition, and recognize any fair value adjustments related to long-term debt as effective yield adjustments over the remaining term of the instrument. Impairment of Long-Lived and Intangible Assets We periodically evaluate our long-lived assets, primarily consisting of investments in real estate, for impairment indicators. If indicators ofimpairment are present, we evaluate the carrying value of the related real estate investments in relation to the future undiscounted cash flows of theunderlying operations. In performing this evaluation, we consider market conditions and our current intentions with respect to holding or disposing of theasset. We adjust the net book value of real estate properties and other long-lived assets to fair value if the sum of the expected future undiscountedcash flows, including sales proceeds, is less than book value. We recognize an impairment loss at the time we make any such determination. Estimates of fair value used in our evaluation of investments in real estate are based upon an income approach, if necessary, or otheracceptable valuation techniques that are based, in turn, upon all available evidence including level three inputs, such as net operating income, revenueand expense growth rates, estimates of future cash flows, capitalization rates, discount rates, general economic conditions and trends, or otheravailable market data such as replacement cost or comparable sales. Our ability to accurately predict future operating results and cash flows and toestimate and determine fair values impacts the timing and recognition of impairments. While we believe our assumptions are reasonable, changes inthese assumptions may have a material impact on our financial results. Accounting for Foreclosed Properties We may receive properties pursuant to a foreclosure, deed in lieu of foreclosure or other legal action in full or partial settlement of loansreceivable by taking legal title or physical possession of the properties. We refer to such actions as a “foreclosure” and to such properties as “foreclosedproperties.” We account for foreclosed properties received in settlement of loans receivable in accordance with ASC 310, Receivables. Foreclosed realestate received in full or partial satisfaction of a loan and any debt assumed upon foreclosure is recorded at fair value at the time of foreclosure. If theamortized cost basis in the loan exceeds the fair value of the collateral received, the difference is recorded as an allowance on loans receivable andinvestments in the Consolidated Statements of Income. Conversely, if the fair value of the collateral received is higher than the amortized cost basis inthe loan, the difference, less the fair value of any debt assumed, less the principal amount of the loan receivable (after the reversal of previouslyrecorded allowances), and net of working capital assumed 61
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Table of Contents and transaction costs, is recorded as a Gain on foreclosure of real estate in our Consolidated Statements of Income. Recent Accounting Standards In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate RelatedDisclosures for Investors, which requires registrants to disclose climate-related information in registration statements and annual reports. The new rulewould be effective for annual reporting periods beginning in fiscal year 2025. In April 2024, the SEC exercised its discretion to stay this rule and,subsequently, in March 2025, the SEC voted to end its defense of the rule against certain legal challenges. We are monitoring the ongoing judicialreview of these legal challenges to determine the impact, if any, of the rule on our Consolidated Financial Statements. On November 4, 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“DISE”), which requires disaggregateddisclosure of income statement expenses for public business entities (“PBEs”). ASU 2024-03 requires PBEs to include footnote disclosure thatdisaggregates, in a tabular presentation, each relevant expense caption on the face of the income statement that includes certain natural expensesrelevant to the Company, such as (i) employee compensation, (ii) depreciation and (iii) intangible asset amortization. The tabular disclosure must alsoinclude certain other expenses, when applicable. The ASU does not change the expense captions an entity presents on the face of the incomestatement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financialstatements. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning afterDecember 15, 2027. The requirements will be applied prospectively with the option for retrospective application. We are evaluating the impact ofadopting ASU 2024-03 on our Consolidated Financial Statements. Results of Operations As of December 31, 2025, we operated through three reportable segments: SHOP, OM&R and NNN. In our SHOP segment, we own and investin senior housing communities and engage operators to operate those communities. In our OM&R segment, we primarily acquire, own, develop, leaseand manage outpatient medical buildings and research centers. In our NNN segment, we invest in and own senior housing communities, skilled nursingfacilities (“SNFs”), long-term acute care facilities (“LTACs”), freestanding inpatient rehabilitation facilities (“IRFs”) and other healthcare facilities andlease the properties to tenants under triple-net or absolute-net leases that obligate the tenants to pay all property-related expenses, includingmaintenance, utilities, repairs, taxes, insurance and capital expenditures. Information provided for “non-segment” includes management fees andpromote revenues, net of expenses related to our third-party institutional private capital management platform, income from loans and investments andcorporate-level expenses not directly attributable to any of our three reportable segments. Non-segment assets consist primarily of corporate assets,including cash and cash equivalents, restricted cash, loans receivable and investments and accounts receivable. Our chief operating decision maker (“CODM”) is the Chief Executive Officer of the Company. Our CODM evaluates performance of thecombined properties in each operating segment and determines how to allocate resources to these segments, based on NOI for each segment. Forfurther information regarding our reportable segments and a discussion of our definition of NOI, see “Note 18 – Segment Information” of the Notes toConsolidated Financial Statements included in Part II, Item 8 of this Annual Report. See “Non-GAAP Financial Measures” included elsewhere in thisAnnual Report on Form 10-K for additional disclosure and reconciliations of Net income attributable to common stockholders, as computed inaccordance with GAAP, to NOI. 62
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Table of Contents Years Ended December 31, 2025 and 2024 The table below shows our results of operations for the years ended December 31, 2025 and 2024 and the effect of changes in those resultsfrom period to period on our net income attributable to common stockholders (dollars in thousands): For the Years Ended December 31, Increase (Decrease) to Net Income 2025 2024 $ % NOI: SHOP $ 1,184,064 $ 866,383 $ 317,681 36.7% OM&R 590,169 579,271 10,898 1.9 NNN 588,073 606,225 (18,152) (3.0) Non-segment 30,748 17,204 13,544 78.7 Total NOI 2,393,054 2,069,083 323,971 15.7 Interest and other income 21,010 28,114 (7,104) (25.3) Interest expense (612,246) (602,835) (9,411) (1.6) Depreciation and amortization (1,379,140) (1,253,143) (125,997) (10.1) General, administrative and professional fees (177,400) (162,990) (14,410) (8.8) Loss on extinguishment of debt, net (172) (687) 515 75.0 Transaction, transition and restructuring costs (10,073) (20,369) 10,296 50.5 Reversal of allowance on loans receivable and investments, net— 166 (166) nm Shareholder relations matters — (15,751) 15,751 nm Other expense (30,712) (49,584) 18,872 38.1 Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests 204,321 (7,996) 212,317 nm Income from unconsolidated entities 4,468 1,563 2,905 nm Gain on real estate dispositions 38,579 57,009 (18,430) (32.3) Income tax benefit 14,150 37,775 (23,625) (62.5) Net income 261,518 88,351 173,167 nm Net income attributable to noncontrolling interests 10,137 7,198 2,939 40.8 Net income attributable to common stockholders $ 251,381 $ 81,153 $ 170,228 nm ______________________________ nm - not meaningful NOI—SHOP Segment 63
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Table of Contents The following table summarizes results of operations in our SHOP segment for the years ended December 31, 2025 and 2024 (dollars inthousands): For the Years Ended December 31, Increase (Decrease) to NOI 2025 2024 $ % NOI—SHOP Resident fees and services $ 4,276,163 $ 3,372,796 $ 903,367 26.8% Less: Property-level operating expenses (3,092,099) (2,506,413) (585,686) (23.4) NOI $ 1,184,064 $ 866,383 $ 317,681 36.7 % Segment Properties at December 31, Average UnitOccupancy for the Years Ended December 31, Average Monthly Revenue PerOccupied Room for the Years Ended December 31, 2025 2024 2025 2024 2025 2024 Total communities 752 629 87.3 % 84.5 % $ 5,255 $ 4,923 Resident fees and services include all amounts earned from residents at the senior housing communities in our SHOP segment, such as rentalfees related to resident leases, extended healthcare fees and other ancillary service income. Property-level operating expenses related to our SHOPsegment include labor, food, utilities, real estate taxes, insurance, repairs and maintenance, marketing, management fees, supplies and other costs ofoperating the properties. For senior housing communities in our SHOP segment, occupancy generally reflects average operator-reported unitoccupancy for the reporting period. Average monthly revenue per occupied room reflects average resident fees and services per operator-reportedoccupied unit for the reporting period. The increase in our SHOP segment NOI in 2025 over the prior year was primarily driven by revenue growth due to an increase in averageoccupancy, revenue per occupied room, additional properties acquired and conversions of senior housing communities from our NNN segment to ourSHOP segment. The revenue increase is partially offset by higher operating expenses in 2025, driven by an increase in the number of communities inour SHOP segment, the increase in occupancy and inflationary increases. The following table compares results of operations for our 483 same-store SHOP communities (dollars in thousands). See “Non-GAAPFinancial Measures—NOI” included elsewhere in this Annual Report for additional disclosure regarding same-store NOI for each of our reportablesegments. For the Years Ended December 31, Increase (Decrease) to NOI 2025 2024 $ % Same-Store NOI—SHOP Resident fees and services $ 3,096,685 $ 2,861,461 $ 235,224 8.2% Less: Property-level operating expenses (2,218,687) (2,100,930) (117,757) (5.6) NOI $ 877,998 $ 760,531 $ 117,467 15.4 % 64
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Table of Contents Segment Properties at December 31, Average Unit Occupancy for the Years EndedDecember 31, Average Monthly Revenue Per Occupied Room for the Years EndedDecember 31, 2025 2024 2025 2024 2025 2024 Same-store communities 483 483 88.9% 86.1% $ 5,268 $ 5,027 The increase in our same-store SHOP segment NOI in 2025 over the prior year was primarily driven by higher average occupancy and revenueper occupied room, partially offset by higher property-level operating expenses due to higher occupancy and inflationary increases. NOI—OM&R Segment The following table summarizes results of operations in our OM&R segment for the years ended December 31, 2025 and 2024 (dollars inthousands). For properties in our OM&R segment, occupancy generally reflects occupied square footage divided by net rentable square footage as ofthe end of the reporting period. For the Years Ended December 31, Increase (Decrease) to NOI 2025 2024 $ % NOI—OM&R Rental income $ 895,089 $ 874,886 $ 20,203 2.3% Third-party capital management revenues 2,813 2,705 108 4.0 Total revenues 897,902 877,591 20,311 2.3 Less: Property-level operating expenses (307,733) (298,320) (9,413) (3.2) NOI $ 590,169 $ 579,271 $ 10,898 1.9 % Segment Properties at December 31, Occupancy at December 31, Annualized Average Rent PerOccupied Square Foot for the Years Ended December 31, 2025 2024 2025 2024 2025 2024 Total OM&R 409 426 88.6% 88.3% $ 38 $ 37 The increase in our OM&R segment NOI in 2025 over the prior year was primarily due to new leasing activity, high tenant retention andadditional NOI from a development project placed in service, partially offset by higher property-level operating expenses and dispositions. 65
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Table of Contents The following table compares results of operations for our 399 same-store OM&R (dollars in thousands): For the Years Ended December 31, Increase (Decrease) to NOI 2025 2024 $ % Same-Store NOI—OM&R Rental income $ 834,413 $ 812,667 $ 21,746 2.7% Less: Property-level operating expenses (279,807) (270,216) (9,591) (3.5) NOI $ 554,606 $ 542,451 $ 12,155 2.2 % Segment Properties at December 31, Occupancy at December 31, Annualized Average Rent Per Occupied Square Foot for the Years Ended December 31, 2025 2024 2025 2024 2025 2024 Same-store OM&R 399 399 90.4% 90.0% $ 38 $ 37 The increase in our same-store OM&R segment NOI in 2025 over the prior year is primarily due to higher occupancy driven by new leasingactivity and high tenant retention, partially offset by higher property-level operating expenses. NOI—NNN Segment The following table summarizes results of operations in our NNN segment for the years ended December 31, 2025 and 2024 (dollars inthousands): For the Years EndedDecember 31, (Decrease) Increase to NOI 2025 2024 $ % NOI—NNN Rental income $ 601,578 $ 622,054 $ (20,476) (3.3%) Less: Property-level operating expenses (13,505) (15,829) 2,324 14.7 NOI $ 588,073 $ 606,225 $ (18,152) (3.0)% In our NNN segment, our revenues generally consist of fixed rental amounts (subject to contractual escalations) received from our tenants inaccordance with the applicable lease terms. We report revenues and property-level operating expenses within our NNN segment for real estate tax andinsurance expenses that are paid from escrows collected from our tenants. The decrease in our NNN segment NOI in 2025 over the prior year was primarily driven by a $35.6 million decrease in rental income fromsenior housing communities that converted to our SHOP segment and a $23.9 million decrease in rental income from dispositions partially offset by a$14.6 million increase in rental income attributed to the net non-cash revenue impact of changed revenue recognition from cash to straight-line relatedto a senior housing triple-net tenant, a $13.1 million increase in rental income from acquisitions in the third quarter of 2024, a $10.0 million net increasein rental income from lease renewals, contractual rent escalators and timing of rent collection. 66
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Table of Contents Occupancy rates may affect the profitability of our tenants’ operations. For senior housing communities and post-acute properties in our NNNsegment, occupancy generally reflects average operator-reported unit and bed occupancy, respectively, for the reporting period. Because triple-netoccupancy reporting is delivered to us following the reporting period, occupancy is reported in arrears. The following table sets forth average continuingoccupancy rates for the trailing 12 months ended September 30, 2025 and 2024 related to the triple-net leased properties we owned and that wereincluded in our NNN segment at December 31, 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 transitionedoperators for which we do not have a full quarter of occupancy results. Number of Properties Owned atDecember 31, 2025 Average Occupancy for the Trailing 12 Months EndedSeptember 30, 2025 Number of Properties Owned atDecember 31, 2024 Average Occupancy for the Trailing 12 Months EndedSeptember 30, 2024 Senior housing communities 114 79.7% 190 78.7% SNFs 17 85.8 18 84.7 IRFs and LTACs 43 57.8 34 54.8 The following table compares results of operations for our 193 same-store NNN segment (dollars in thousands): For the Years Ended December 31, Increase (Decrease) to NOI 2025 2024 $ % Same-Store NOI—NNN Rental income $ 482,055 $ 455,785 $ 26,270 5.8% Less: Property-level operating expenses (11,801) (11,463) (338) (2.9) NOI $ 470,254 $ 444,322 $ 25,932 5.8 % The increase in our same-store NNN segment rental income in 2025 over the prior year was attributable primarily to a $14.6 million increase inrental income attributed 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 $10.0 million net increase in rental income from lease renewals, contractual rent escalators and timing of rent collection. NOI — Non-Segment Non-segment NOI includes management fees and promote revenues, net of expenses, related to our third-party institutional private capitalmanagement platform, income from loans and investments and corporate-level expenses not directly attributable to any of our three reportablesegments. The $13.5 million increase in non-segment NOI in 2025 over the prior year was primarily due to a $8.6 million increase in interest incomefrom a secured loan receivable made in September 2024 and a $5.1 million increase in interest income from a sales-type lease receivable recognized inJune 2025. See “Note 6 – Loans Receivable and Investments, net” and “Note 5 – Dispositions and Impairments” of the Notes to Consolidated FinancialStatements included in Part II, Item 8 of this Annual Report. 67
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Table of Contents Corporate Results Interest and other income The $7.1 million decrease in interest and other income in 2025 over the prior year was primarily due to a decrease in overall cash and cashequivalents invested in short-term money market funds coupled with lower interest rates. Interest expense The $9.4 million increase in interest expense in 2025 over the prior year was primarily due to higher effective interest rates and lowercapitalized interest expense offset by a lower weighted average debt balance. Our weighted average effective interest rate was 4.56% for 2025compared to 4.41% for 2024, which increased interest expense by $20.1 million. Capitalized interest for 2025 and 2024 was $10.0 million and$15.6 million, respectively. The higher interest expense due to higher effective rates and lower capitalized interest was partially offset by a lowerweighted average debt balance of $13.1 billion in 2025 compared to $13.5 billion in 2024. Depreciation and amortization The $126.0 million increase in depreciation and amortization expense in 2025 over the prior year was primarily due to an increase of$193.3 million associated with recent acquisition activities partially offset by a decrease of $68.2 million attributed to certain intangibles reaching the endof their depreciable life in 2025. General, administrative and professional fees The $14.4 million increase in general, administrative and professional fees in 2025 over the prior year was primarily due to our expandedemployee base consistent with enterprise growth and inflationary increases. Transaction, transition and restructuring costs The $10.3 million decrease in transaction, transition and restructuring costs in 2025 over the prior year was primarily due to lower average netcosts primarily related to properties converted from our NNN to SHOP segment. Shareholder relations matters Shareholder relations matters of $15.8 million in 2024 was related to proxy advisory costs related to our response to a proxy campaignassociated with the Company’s 2024 annual meeting of stockholders and such costs did not reoccur in 2025. 68
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Table of Contents Other expense The $18.9 million decrease in Other expense for 2025 over the prior year was driven by lower mark to market charges relating to our derivativeinstruments and certain legal matters incurred in 2024 that did not reoccur in 2025. Income from unconsolidated entities The $2.9 million increase in income from unconsolidated entities for 2025 over the prior year was primarily due to increase from gain on realestate dispositions by the Pension Fund Joint Venture in 2025 partially offset by a gain recognized in 2024 following Ardent’s initial public offering andhigher losses incurred by certain equity method investees. Gain on real estate dispositions The $18.4 million decrease in Gain on real estate dispositions for 2025 over the prior year was primarily due to the sale of 23 properties and asales-type lease which resulted in a total gain of $38.7 million in 2025. In 2024 we sold 55 properties for a gain of $57.0 million. Income tax benefit The 2025 income tax benefit is primarily due to losses in certain of our TRS entities and a $15.0 million net change in valuation allowances. The2024 income tax benefit is primarily due to losses in certain of our TRS entities and a $28.6 million change in valuation allowance due to purchaseaccounting activities. Years Ended December 31, 2024 and 2023 Our Annual Report for the year ended December 31, 2024, filed with the SEC on February 13, 2025, contains information regarding our resultsof operations for the years ended December 31, 2024 and 2023 and the effect of changes in those results from period to period on our net incomeattributable to common stockholders. Non-GAAP Financial Measures We consider certain non-GAAP financial measures to be useful supplemental measures of our operating performance. A non-GAAP financialmeasure is a measure of historical or future financial performance, financial position or cash flows that excludes or includes amounts that are not soexcluded from or included in the most directly comparable measure calculated and presented in accordance with GAAP. Described below are the non-GAAP financial measures used by management to evaluate our operating performance and that we consider most useful to investors, together withreconciliations of these measures to the most directly comparable GAAP measures. The non-GAAP financial measures we present in this Annual Report may not be comparable to those presented by other companies, whichmay define similarly titled measures differently than we do. You should not consider these measures as alternatives for, or superior to, financialmeasures calculated in accordance with GAAP. In order to facilitate a clear understanding of our consolidated historical operating results, you should 69
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Table of Contents examine these measures in conjunction with the most directly comparable GAAP measures as presented in our Consolidated Financial Statements andother financial data included elsewhere in this Annual Report. Nareit Funds From Operations and Normalized Funds From Operations Attributable to Common Stockholders Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time.However, since real estate values historically have risen or fallen with market conditions, many industry investors deem presentations of operatingresults for real estate companies that use historical cost accounting to be insufficient by themselves. For that reason, we consider Nareit Funds FromOperations attributable to common stockholders (“FFO”) and Normalized FFO attributable to common stockholders (“Normalized FFO”) to beappropriate supplemental measures of operating performance of an equity REIT. We believe that the presentation of FFO, combined with thepresentation of required GAAP financial measures, has improved the understanding of operating results of REITs among the investing public and hashelped make comparisons of REIT operating results more meaningful. Management generally considers FFO to be a useful measure for understandingand comparing our operating results because, by excluding gains and losses related to sales of previously depreciated operating real estate assets,impairment losses on depreciable real estate and real estate asset depreciation and amortization (which can differ across owners of similar assets insimilar condition based on historical cost accounting and useful life estimates), FFO can help investors compare the operating performance of acompany’s real estate across reporting periods and to the operating performance of other companies. We believe that Normalized FFO is usefulbecause it allows investors, analysts and our management to compare our operating performance across periods on a consistent basis. In some cases,we provide information about identified non-cash components of FFO and Normalized FFO because it allows investors, analysts and our managementto assess the impact of those items on our financial results. We use the National Association of Real Estate Investment Trusts (“Nareit”) definition of FFO. Nareit defines FFO as net income attributable tocommon stockholders (computed in accordance with GAAP) excluding gains (or losses) from sales of real estate property, including gain (or loss) on re-measurement of equity method investments and impairment write-downs of depreciable real estate, plus real estate depreciation and amortization, andafter adjustments for unconsolidated entities and noncontrolling interests. Adjustments for unconsolidated entities and noncontrolling interests will becalculated to reflect FFO on the same basis. We define Normalized FFO as Nareit FFO excluding the following income and expense items, withoutduplication: (a) gains and losses on derivatives, net and changes in the fair value of financial instruments; (b) the non-cash impact of income taxbenefits or expenses; (c) gains and losses on extinguishment of debt, net including the write-off of unamortized deferred financing fees or additionalcosts, expenses, discounts, make-whole payments, penalties or premiums incurred as a result of early retirement or payment of our debt; (d)transaction, transition and restructuring costs; (e) amortization of other intangibles; (f) the non-cash impact of changes to our executive equitycompensation plan; (g) net expenses or recoveries related to significant disruptive events; (h) the impact of expenses related to asset impairment andvaluation allowances; (i) the financial impact of contingent consideration; (j) gains and losses on non-real estate dispositions and other normalizingitems related to noncontrolling interests and unconsolidated entities; and (k) other items set forth in the Normalized FFO reconciliation included herein. Beginning with the Company’s reported results for the first quarter 2026, we intend to exclude from the calculation of Normalized FFO the fullamount recorded for non-cash stock-based compensation expense as we believe this is more closely comparable to the presentation of similarmeasures by key industry peers and is also consistent with our calculation of Adjusted EBITDA and the calculations for our financial covenant ratiosunder our credit facilities and senior notes indentures. 70
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Table of Contents The following table summarizes our FFO and Normalized FFO for the three years ended December 31, 2025, 2024, and 2023 (dollars inthousands): For the Years Ended December 31, 2025 2024 2023 Net income (loss) attributable to common stockholders $ 251,381 $ 81,153 $ (40,973) Adjustments: Depreciation and amortization on real estate assets 1,372,904 1,250,453 1,390,025 Depreciation on real estate assets related to noncontrolling interests (16,846) (15,113) (16,657) Depreciation on real estate assets related to unconsolidated entities 78,046 49,170 44,953 Gain on real estate dispositions (38,579) (57,009) (62,119) Gain on real estate dispositions related to noncontrolling interests — 9 6,685 Gain on real estate dispositions and other related to unconsolidated entities(27,960) (3,216) (180) Nareit FFO attributable to common stockholders 1,618,946 1,305,447 1,321,734 Adjustments: (Gain) loss on derivatives (1,026) 11,942 (32,076) Non-cash impact of income tax benefit (24,150) (43,486) (15,269) Loss (gain) on extinguishment of debt, net 172 687 (6,104) Transaction, transition and restructuring costs 10,073 20,369 15,215 Amortization of other intangibles 477 400 385 Non-cash impact of changes to executive equity compensation plan 2,856 180 161 Significant disruptive events, net 5,888 8,230 (5,339) Reversal of allowance on loans receivable and investments, net — (166) (20,270) Normalizing items related to noncontrolling interests and unconsolidated entities, net11,178 (2,012) (25,683) Other normalizing items, net $ (14,236)$ 25,856 $ (20,870) Normalized FFO attributable to common stockholders $ 1,610,178 $ 1,327,447 $ 1,211,884 ______________________________ For the year ended December 31, 2025, primarily related to the net non-cash revenue impact of changed revenue recognition from cash to straight-line related to aSenior Housing Triple-Net tenant. For the year ended December 31, 2024, primarily related to shareholder relations matters and certain legal matters. For the yearended December 31, 2023, primarily related to gain on foreclosure of real estate, payment obligation arising in connection with sale of real estate and certain legalmatters. (1) (1) 71
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Table of Contents NOI We consider NOI an important supplemental measure because it allows investors, analysts and our management to assess our unleveredproperty-level operating results and to compare our operating results between periods on a consistent basis. We define NOI as total revenues, lessinterest and other income, property-level operating expenses and third-party capital management expenses. In order to facilitate a clear understandingof our historical consolidated operating results, NOI should be examined in conjunction with Net income attributable to common stockholders aspresented in our Consolidated Financial Statements and other financial data included elsewhere in this Annual Report. The following table sets forth a reconciliation of net income attributable to common stockholders to NOI (dollars in thousands): For the Years Ended December 31, 2025 2024 2023 Net income (loss) attributable to common stockholders $ 251,381 $ 81,153 $ (40,973) Adjustments: Interest and other income (21,010) (28,114) (11,414) Interest expense 612,246 602,835 574,112 Depreciation and amortization 1,379,140 1,253,143 1,392,461 General, administrative and professional fees 177,400 162,990 148,876 Loss (gain) on extinguishment of debt, net 172 687 (6,104) Transaction, transition and restructuring costs 10,073 20,369 15,215 Reversal of allowance on loans receivable and investments, net — (166) (20,270) Gain on foreclosure of real estate — — (29,127) Shareholder relations matters — 15,751 — Other expense (income) 30,712 49,584 (23,001) Net income attributable to noncontrolling interests 10,137 7,198 10,676 Income from unconsolidated entities (4,468) (1,563) (13,626) Income tax benefit (14,150) (37,775) (9,539) Gain on real estate dispositions (38,579) (57,009) (62,119) NOI $ 2,393,054 $ 2,069,083 $ 1,925,167 See “Results of Operations” for discussions regarding both NOI and same-store NOI. We define same-store as properties owned, consolidatedand operational for the full period in both comparison periods and that are not otherwise excluded; provided, however, that we may include selectedproperties that otherwise meet the same-store criteria if they are included in substantially all of, but not a full, period for one or both of the comparisonperiods, and in our judgment such inclusion provides a more meaningful presentation of our segment performance. Newly acquired development properties and recently developed or redeveloped properties in our SHOP reportable segment will be included insame-store once they are stabilized for the full period in both periods presented. These properties are considered stabilized upon the earlier of (a) theachievement of 80% sustained occupancy or (b) 24 months from the date of acquisition or substantial completion of work. Recently developed orredeveloped properties in our OM&R and NNN reportable segments will be included in same-store once substantial completion of work has occurred forthe full period in both periods presented. Our SHOP and NNN 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. 72
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Table of Contents Properties are excluded from same-store if they are: (i) sold, classified as held for sale or properties whose operations were classified asdiscontinued operations in accordance with GAAP; (ii) impacted by significant disruptive events such as flood or fire; (iii) for SHOP, those properties thatare currently undergoing a significant disruptive redevelopment; (iv) for OM&R and NNN reportable segments, those properties for which managementhas an intention to institute, or has instituted, a redevelopment plan because the properties may require major property-level expenditures to maximizevalue, increase NOI, or maintain a market-competitive position and/or achieve property stabilization, most commonly as the result of an expected oractual material change in occupancy or NOI; or (v) for SHOP and NNN reportable segments, those properties that are scheduled to undergo operator orbusiness model transitions, or have transitioned operators or business models after the start of the prior comparison period. To eliminate the impact of exchange rate movements, our same-store NOI for SHOP and NNN and same-store SHOP communities averagemonthly revenue per occupied room (RevPor) performance-based disclosures assume constant exchange rates across comparable periods using thefollowing methodology: the current period’s results are shown in actual reported USD, while prior comparison period’s results are adjusted andconverted to USD based on the average monthly exchange rate for the current period. The following table shows the same-store metrics for the prior year’s results with and without the impact from applying a constant exchangerate: For the Year Ended December 31, 2024 Constant Exchange Rate Without Constant Exchange Rate Same-Store NOI—SHOP Resident fees and services $ 2,861,461$ 2,870,652 Less: Property-level operating expenses (2,100,930) (2,106,507) NOI $ 760,531$ 764,145 Same-Store NOI—NNN Rental income $ 455,785$ 455,312 Less: Property-level operating expenses (11,463) (11,463) NOI $ 444,322$ 443,849 For the Year Ended December 31, 2024 Constant Exchange Rate Without Constant Exchange Rate Same-Store RevPor - SHOP Communities $ 5,027 $ 5,043 Asset/Liability Management Asset/liability management, a key element of enterprise risk management, is designed to support the achievement of our business strategy,while ensuring that we maintain appropriate and tolerable levels of market risk (primarily interest rate risk and foreign currency exchange risk) and creditrisk. Effective management of these risks is a contributing factor to the absolute levels and variability of our FFO and net worth. The following discussionaddresses our integrated management of assets and liabilities, including the use of derivative financial instruments. 73
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Table of Contents Market Risk We are primarily exposed to market risk related to changes in interest rates with respect to borrowings under our unsecured revolving creditfacility, our unsecured term loans and our commercial paper program, certain of our mortgage loans that are variable rate obligations, loans receivablethat bear interest at variable rates and available for sale securities. These market risks result primarily from changes in benchmark interest rates. Tomanage these risks, we continuously monitor our level of variable rate debt with respect to total debt and other factors, including our assessment ofcurrent and future economic conditions. See “Risk Factors—We are exposed to increases in interest rates, which could reduce our profitability andadversely impact our ability to refinance existing debt, sell assets or engage in acquisition, investment, development and redevelopment activity, andour decision to hedge against interest rate risk might not be effective” included in Part I, Item 1A of this Annual Report. 74
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Table of Contents The table below sets forth certain information with respect to our debt, excluding premiums and discounts (dollars in thousands): As of December 31, 2025 2024 2023 Balance: Fixed rate: Senior notes/Exchangeable senior notes $ 9,761,830 $ 9,744,519 $ 9,302,840 Unsecured term loans — 400,000 400,000 Mortgage loans and other 2,202,886 2,684,014 2,755,988 Subtotal fixed rate 11,964,716 12,828,533 12,458,828 Variable rate: Unsecured revolving credit facility — 6,397 14,006 Unsecured term loans 700,000 300,000 677,501 Mortgage loans and other 438,911 483,872 418,263 Subtotal variable rate 1,138,911 790,269 1,109,770 Total $ 13,103,627 $ 13,618,802 $ 13,568,598 Percentage of total debt: Fixed rate: Senior notes/Exchangeable senior notes 74.5% 71.6% 68.6% Unsecured term loans — 2.9 2.9 Mortgage loans and other 16.8 19.7 20.3 Variable rate: Unsecured revolving credit facility — — 0.1 Unsecured term loans 5.3 2.2 5.0 Mortgage loans and other 3.4 3.6 3.1 Total 100.0% 100.0% 100.0% Weighted average interest rate at end of period: Fixed rate: Senior notes/Exchangeable senior notes 4.3% 4.1% 3.8% Unsecured term loans — 4.7 4.7 Mortgage loans and other 4.4 4.3 4.2 Variable rate: Unsecured revolving credit facility — 5.3 6.1 Unsecured term loans 4.7 5.3 6.3 Mortgage loans and other 4.9 5.1 6.1 Total 4.3 4.2 4.1 The variable rate debt as of December 31, 2025 in the table above reflects, in part, the effect of $75.3 million notional amount of interest rateswaps with maturities in March 2027, that effectively convert fixed rate debt to variable rate debt. In addition, the fixed rate debt as of December 31,2025 in the table above reflects, in part, the effect of $125.5 million and C$595.5 million notional amount of interest rate swaps with maturities rangingfrom June 2027 to April 2031, in each case, that effectively convert variable rate debt to fixed rate debt. See “Note 10 – Senior Notes Payable and OtherDebt” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report. The increase in our outstanding variable rate debt as of December 31, 2025 compared to December 31, 2024 is primarily attributable to thematurity of a $400.0 million variable to fixed interest rate swap in March 75
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Table of Contents 2025. The decrease in our outstanding fixed rate debt from December 31, 2025 compared to December 31, 2024 was primarily attributable to thematurity of a $400.0 million variable to fixed interest rate swap in March 2025 and the repayment of $500.0 million aggregate principal amount of fixed-rate debt. Assuming a 100 basis point increase in the weighted average interest rate related to our consolidated variable rate debt and assuming nochange in our consolidated variable rate debt outstanding as of December 31, 2025 of $1.1 billion, interest expense on an annualized basis wouldincrease by approximately $11.4 million, or $0.02 per diluted common share. As of December 31, 2025 and 2024, our joint venture partners’ aggregate share of total consolidated debt was $328.2 million and $310.9million, respectively, with respect to certain properties we owned through consolidated joint ventures. Total consolidated debt does not include our portion of unconsolidated debt related to investments in unconsolidated real estate entities, whichwas $732.5 million and $676.8 million as of December 31, 2025 and 2024, respectively. The fair value of our fixed rate debt is based on current market interest rates at which we could obtain similar borrowings. Increases in marketinterest rates typically result in a decrease in the fair value of fixed rate debt while decreases in market interest rates typically result in an increase in thefair value of fixed rate date. While changes in market interest rates affect the fair value of our fixed rate debt, these changes do not affect the interestexpense associated with our fixed rate debt. Therefore, interest rate risk does not have a significant impact on our fixed rate debt obligations until theirmaturity or earlier prepayment and refinancing. If interest rates have risen at the time we seek to refinance our fixed rate debt, whether at maturity orotherwise, our future earnings and cash flows could be adversely affected by additional borrowing costs. Conversely, lower interest rates at the time ofrefinancing may reduce our overall borrowing costs. To highlight the sensitivity of our fixed rate debt to changes in interest rates, the following summary shows the effects of a hypotheticalinstantaneous change of 100 basis points in interest rates (dollars in thousands): As of December 31, 2025 2024 Gross book value $ 11,964,716 $ 12,828,533 Fair value 12,290,096 12,620,797 Fair value reflecting change in interest rates: -100 basis points 12,826,536 13,078,684 +100 basis points 11,859,768 12,158,222 As of December 31, 2025 and 2024, the fair value of our secured and non-mortgage loans receivable, based on our estimates of currentlyprevailing rates for comparable loans, was $166.8 million and $173.9 million, respectively. See “Note 6 – Loans Receivable and Investments, net” and“Note 11 – Fair Values of Financial Instruments” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report. As a result of our Canadian and United Kingdom operations, we are subject to fluctuations in certain foreign currency exchange rates that may,from time to time, affect our financial condition and operating performance. Based solely on our results for the year ended December 31, 2025(including the impact of 76
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Table of Contents existing hedging arrangements), if the value of the U.S. dollar relative to the British pound and Canadian dollar were to increase or decrease by onestandard deviation compared to the average exchange rate during the year, our Net Income and Normalized FFO for the year ended December 31,2025 would decrease or increase by less than $0.01 per diluted common share. We will continue to mitigate these risks through a layered approach tohedging and continual assessment of our foreign operational capital structure. Nevertheless, we cannot assure you that any such fluctuations will nothave an effect on our earnings. Concentration Risk We use concentration ratios to identify, understand and evaluate the potential impact of economic downturns and other adverse events that mayaffect our asset types, geographic locations, business models, and managers, tenants and borrowers. We evaluate concentration risk in terms ofinvestment mix and operations mix. Investment mix measures the percentage of our investments that is concentrated in a specific asset type or that isoperated or managed by a particular manager, tenant or borrower. Operations mix measures the percentage of our operating results that is attributed toa particular manager, tenant, or borrower, geographic location or business model. The following tables reflect our concentration risk as of the dates and for the periods presented: As of December 31, 2025 2024 Investment mix by asset type : Senior housing communities 69.2 % 67.3 % Outpatient medical buildings 18.2 19.7 Research centers 5.6 5.3 Other healthcare facilities 4.1 4.5 Inpatient rehabilitation facilities (“IRFs”) and long-term acute care facilities (“LTACs”) 1.8 2.0 Skilled nursing facilities (“SNFs”) 0.7 1.2 Secured loans receivable and investments, net 0.4 — Total 100.0 % 100.0 % Investment mix by manager and tenant : Atria 19.6 % 21.0 % Lillibridge 9.5 9.8 Sunrise 9.3 9.9 Le Groupe Maurice 6.2 6.4 Wexford 5.3 5.1 Ardent 4.5 4.9 Brookdale 3.1 6.6 Kindred 1.2 1.3 All other 41.3 35.0 Total 100.0 % 100.0 % ______________________________ Ratios are based on the gross book value of consolidated real estate investments (excluding properties classified as held for sale, development properties not yetoperational and land parcels and including secured loan receivable and investments, net) as of each reporting date. (1) (1) (1) 77
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Table of Contents For the Years Ended December 31, 2025 2024 2023 Operations mix by manager and tenant and business model: Total Revenues: SHOP 73.3 % 68.5 % 65.8 % Brookdale 2.6 3.1 3.3 Ardent 2.6 3.1 3.3 Kindred 2.4 2.8 2.9 All others 19.1 22.5 24.7 Total 100.0 % 100.0 % 100.0 % Net operating income (“NOI”): SHOP 49.5 % 41.9 % 37.0 % Ardent 6.4 7.3 7.6 Brookdale 6.2 7.2 7.7 Kindred 5.8 6.7 6.9 All others 32.1 36.9 40.8 Total 100.0 % 100.0 % 100.0 % Operations mix by geographic location: Total Revenues: California 12.3 % 13.4 % 13.6 % Texas 8.0 6.6 6.5 New York 7.4 7.0 7.4 Quebec, Canada 5.3 5.9 6.0 Illinois 4.5 4.9 4.4 All others 62.5 62.2 62.1 Total 100.0 % 100.0 % 100.0 % ______________________________ For all periods presented, includes 121 senior housing properties in our NNN segment leased to Brookdale, including 56 properties for which the lease expired on orbefore December 31, 2025 (the “Brookdale Conversion and Sale Communities”). In connection therewith, (i) 42 of the Brookdale Conversion and Sale Communitieswere converted to our SHOP segment during 2025, with the revenues and NOI for those properties included in the above table through the date of conversion, (ii) 3of the Brookdale Conversion and Sale Communities were converted to our SHOP segment on January 1, 2026, (iii) 2 of the Brookdale Conversion and SaleCommunities were sold during 2025, with the revenues and NOI for those properties included in the above table through the date of sale and (iv) 9 of the BrookdaleConversion and Sale Communities were held for sale as of December 31, 2025. As a result of foregoing, Brookdale is not expected to constitute a significantpercentage of our total revenues or total NOI in 2026 and thereafter. See “Non-GAAP Financial Measures” included elsewhere in this Annual Report for additional disclosure and reconciliations of net incomeattributable to common stockholders, as computed in accordance with GAAP, to NOI. We derive a significant portion of our revenues by leasing assets under long-term triple-net leases in which the rental rate is generally fixed withescalators, subject to certain limitations. Some of our triple-net lease escalators are contingent upon the satisfaction of specified facility revenueparameters or based on increases in the Consumer Price Index (“CPI”), with caps, floors or collars. We also earn revenues directly from individualresidents in our senior housing communities that are managed by operators, such as Atria, Sunrise and Le Groupe Maurice, and tenants in ouroutpatient medical buildings. (1) (1) (1) 78
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Table of Contents The concentration of our NNN segment revenues and operating income that are attributed to Ardent and Kindred creates credit risk. If any ofArdent or Kindred becomes unable or unwilling to satisfy its obligations to us or to renew its leases with us upon expiration of the terms thereof, ourfinancial condition and results of operations could decline, and our ability to service our indebtedness and to make distributions to our stockholderscould be impaired. See “Risk Factors—Risks Relating to Our Business Operations and Strategy—A significant portion of our revenues and operatingincome is dependent on a limited number of tenants and managers, including Ardent, Kindred, Atria, Sunrise and Le Groupe Maurice” included in Part I,Item 1A of this Annual Report and “Note 3 – Concentration of Credit Risk” of the Notes to Consolidated Financial Statements included in Part II, Item 8of this Annual Report. We regularly monitor and assess any changes in the relative credit risk associated with our significant tenant relationships. The ratios andmetrics we use to evaluate the relative credit risk associated with those relationships depend on facts and circumstances specific to that relationshipand may vary over time. Such ratios and metrics may include, without limitation, the credit history of, and the legal, regulatory or economic conditionsaffecting, any tenant, guarantor, obligor, or affiliated company associated with the tenant. Among other things, we may review and analyze informationregarding the real estate, senior housing and healthcare industries generally, financial statements and other public or private information regarding anytenant, guarantor, obligor, or affiliated company. From time to time we may also participate in discussions and in-person meetings with representativesof the significant tenant. Using this information, we calculate and review multiple financial ratios (which may, but do not necessarily, include, leverage,fixed charge coverage, rent coverage and other property level key performance indicators), including certain adjustments based on information providedby the tenant or required by the relevant reporting requirements and the expected future performance of the assets, tenants and guarantors. Because Atria, Sunrise and Le Groupe Maurice manage our properties in exchange for the receipt of a management fee from us, we are notdirectly exposed to the credit risk of our managers in the same manner or to the same extent as our triple-net tenants. However, we rely on ourmanagers’ personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage the seniorhousing communities’ operations efficiently and effectively. We also rely on Atria, Sunrise and Le Groupe Maurice to set appropriate resident fees, toprovide accurate property-level financials results in a timely manner and otherwise operate our senior housing communities in compliance with theterms of our management agreements and all applicable laws and regulations. Although we have various rights as the property owner under ourmanagement agreements, including various rights to terminate and exercise remedies under the agreements as provided therein, Atria’s. Sunrise’s orLe Groupe Maurice’s failure, inability or unwillingness to satisfy its respective obligations under those agreements, to efficiently and effectively manageour properties or to provide timely and accurate accounting information with respect thereto could have a Material Adverse Effect on us. See “RiskFactors—Risks Relating to Our Business Operations and Strategy” included in Part I, Item 1A of this Annual Report. Triple-Net Lease Performance and Expirations Any failure, inability or unwillingness by our tenants to satisfy their obligations under our triple-net leases could have a material adverse effecton 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 propertieson 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 ourtriple-net leases that expire in any given year could have a material adverse effect on us. During the year ended December 31, 2025, 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. See “Risk Factors—Risks Relating to Our Business Operations and Strategy—” included in Part I, Item IA of this Annual Report. 79
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Table of Contents Tenant Lease Expirations The following table summarizes our lease expirations in our OM&R and NNN segments, excluding real estate assets classified as held for sale,over the next 10 years and thereafter, assuming that none of the tenants exercise any of their renewal or purchase options, as of December 31, 2025(dollars and square feet in thousands): Expiration Year 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Thereafter OM&R: Square Feet 2224 2973 2504 2618 2358 1662 1561 1228 2530 835 1708 OM&R Annualized Base Rent 60,886 89,016 74,538 74,580 67,712 40,328 45,399 37,986 70,130 22,945 49,873 % of Total OM&R Annualized Base Rent 10 % 14 % 12 % 12 % 11 % 6 % 7 % 6 % 11 % 4 % 8 % NNN: Segment Properties 13 6 16 18 27 20 7 4 5 0 84 NNN Annualized Base Rent 13,238 10,795 43,852 12,129 87,226 29,310 9,001 1,570 16,481 0 215,755 % of Total NNN Annualized Base Rent 3 % 2 % 10 % 3 % 20 % 7 % 2 % — % 4 % — % 49 % Total OM&R and NNNAnnualized Base Rent 74,124 99,812 118,390 86,709 154,938 69,638 54,400 39,556 86,611 22,945 265,629 % of Total OM&R and NNN Annualized Base Rent 7 % 9 % 11 % 8 % 14 % 6 % 5 % 4 % 8 % 2 % 25 % ______________________________ Annualized Base Rent (“ABR”) represents the annualized contractual cash base rent as of quarter end. ABR does not include future rent escalators, percentage rent,which is a rental charge typically based on certain tenants’ gross revenue, common area maintenance charges or non-cash items such as straight-line rental income,the amortization of above / below market lease intangibles or other items. The expiration of ABR in 2028, 2030 and 2034 includes rent associated with 6, 20 and 5 LTACs, respectively, currently leased to Kindred. The expiration of ABRthereafter 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 termsor 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 propertyto 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 AnnualReport. Liquidity and Capital Resources Our principal sources of liquidity are cash flows from operations, proceeds from the issuance of debt and equity securities, borrowings underour unsecured revolving credit facility and commercial paper program, and proceeds from asset sales. (1) (1)(2) (1) (2) 80
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Table of Contents For the next 12 months, our principal liquidity needs are to: (i) fund operating expenses; (ii) meet our debt service requirements; (iii) repaymaturing mortgage and other debt; (iv) fund acquisitions, investments and commitments and any development and redevelopment activities; (v) fundcapital expenditures; and (vi) make distributions to our stockholders and unitholders, as required for us to continue to qualify as a REIT. Dependingupon the availability of external capital, we believe our liquidity is sufficient to fund these uses of cash. We expect that these liquidity needs generally willbe satisfied by a combination of the following: cash flows from operations, cash on hand, unsettled equity forward sales agreements, debt assumptionsand financings (including secured financings), issuances of debt and equity securities, dispositions of assets (including in whole or in part, through jointventure arrangements) and borrowings under our revolving credit facility and commercial paper program. However, an inability to access liquiditythrough multiple capital sources concurrently could have a material adverse effect on us. 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 year ended December 31, 2025, our material contractual obligationsdecreased primarily due to the net repayment of debt. See “Note 10 – Senior Notes Payable and Other Debt” and “Note 14 – Commitments andContingencies” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report for further information regarding ourlong-term debt obligations and operating obligations, respectively. We may, from time to time, seek to retire or purchase our outstanding indebtedness for cash or in exchange for equity securities in open marketpurchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, ourliquidity requirements, contractual restrictions, prospects for capital and other factors. The amounts involved may be material. Credit Facilities, Commercial Paper, Unsecured Term Loans and Letters of Credit As of December 31, 2025, our $3.50 billion unsecured revolving credit facility had no borrowings outstanding and $0.8 million restricted tosupport outstanding letters of credit. We use our unsecured revolving credit facility to support our commercial paper program and for general corporatepurposes. Our wholly-owned subsidiary, Ventas Realty, Limited Partnership (“Ventas Realty”), may issue from time to time unsecured commercial papernotes 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. commercialpaper note market and are ranked pari passu with Ventas Realty’s other unsecured senior indebtedness. The notes are fully and unconditionallyguaranteed by Ventas. As of December 31, 2025, we had no borrowings outstanding under our commercial paper program. As of December 31, 2025, Ventas Realty had a $500.0 million unsecured term loan priced at 0.10% plus SOFR (“Adjusted SOFR”) plus 0.85%,which was subject to adjustment based on Ventas Realty’s debt ratings. This term loan was fully and unconditionally guaranteed by Ventas and subjectto certain customary covenants and other terms and conditions. It was scheduled to mature in June 2027 and included an accordion feature thatpermitted Ventas Realty to increase the aggregate borrowings thereunder to up to $1.25 billion, subject to the satisfaction of certain conditions, includingthe receipt of additional commitments for such increase. This unsecured term loan was refinanced in January 2026 as discussed below. As of December 31, 2025, Ventas Realty had a $200.0 million unsecured term loan priced at Adjusted SOFR plus 0.85%, which was subject toadjustment based on Ventas Realty’s debt ratings. This term loan was fully and unconditionally guaranteed by Ventas and subject to certain customarycovenants and other terms and conditions. It was scheduled to mature in February 2027 and included an accordion feature that permitted Ventas Realtyto increase the aggregate borrowings thereunder to up to $500.0 million, subject to the 81
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Table of Contents satisfaction of certain conditions, including the receipt of additional commitments for such increase. This unsecured term loan was repaid in January2026 as discussed below. As of December 31, 2025, 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 requiredto pay a fixed rate commission on each outstanding letter of credit. In January 2026, Ventas Realty amended the terms of its $500.0 million unsecured term loan due June 2027 to, among other things, extend thematurity to January 2031, increase the principal amount to $700.0 million and, within the same agreement, establish a new unsecured delay draw termloan in the principal amount of $550 million The amended term loan included an accordion feature that permits Ventas Realty to increase the aggregateborrowings thereunder to up to $1.75 billion, subject to the satisfaction of certain conditions, including the receipt of additional commitments for suchincrease. The proceeds from the increase in the principal amount of the term loan were used to repay in full Ventas Realty’s $200.0 million unsecuredterm loan due February 2027. As of January 2026, the delayed draw term loan remains undrawn. Exchangeable Senior Notes In June 2023, Ventas Realty issued $862.5 million aggregate principal amount of its 3.75% Exchangeable Senior Notes due 2026 (the“Exchangeable Notes”) in a private placement. The Exchangeable Notes are senior, unsecured obligations of Ventas Realty and are fully andunconditionally 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 June1, 2026, unless earlier exchanged, redeemed or repurchased. As of both December 31, 2025 and 2024, we had $862.5 million aggregate principal amount of the Exchangeable Notes outstanding with aneffective interest rate of 4.62% inclusive of the impact of the amortization of issuance costs. For the years ended December 31, 2025, 2024 and 2023,we recognized $32.3 million, $32.3 million and $17.8 million, respectively, of contractual interest expense and amortization of issuance costs of$7.2 million, $6.8 million and $3.6 million, respectively, related to the Exchangeable Notes. Unamortized deferred financing costs of $3.1 million and$10.3 million as of December 31, 2025 and 2024 were recorded as an offset to Senior notes payable and other debt on our Consolidated BalanceSheets. The Exchangeable Notes are currently exchangeable at an exchange rate of 18.2778 shares of our common stock per $1,000 principal amountof Exchangeable Notes (equivalent to an exchange price of approximately $54.71 per share of common stock). The exchange rate is subject toadjustment, 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 andunpaid interest. Upon exchange of the Exchangeable Notes, Ventas Realty will pay cash up to the aggregate principal amount of the ExchangeableNotes to be exchanged and pay or deliver (or cause to be delivered), as the case may be, cash, shares of common stock or a combination of cash andshares of common stock, at Ventas Realty’s election, in respect of the remainder, if any, of its exchange obligation in excess of the aggregate principalamount of the Exchangeable Notes being exchanged. Prior to the close of business on the business day immediately preceding March 1, 2026, theExchangeable Notes are exchangeable at the option of the noteholders only upon the satisfaction of specified conditions and during certain periodsdescribed in the indenture governing the Exchangeable Notes. On or after March 1, 2026, until the close of business on the business day immediatelypreceding the maturity date, the Exchangeable Notes are exchangeable at the option of the noteholders at any time regardless of these conditions orperiods. 82
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Table of Contents Senior Notes As of December 31, 2025, we had outstanding $8.2 billion aggregate principal amount of senior notes issued by Ventas Realty, approximately$73.8 million aggregate principal amount of senior notes issued by Nationwide Health Properties, Inc. (“NHP”) and assumed by our subsidiary,Nationwide Health Properties, LLC (“NHP LLC”), as successor to NHP, in connection with our acquisition of NHP, and C$2.0 billion aggregate principalamount of senior notes issued by our subsidiary, Ventas Canada Finance Limited (“Ventas Canada”). All of the senior notes issued by Ventas Realtyand Ventas Canada are unconditionally guaranteed by Ventas, Inc. In January 2026, we repaid $500.0 million aggregate principal amount of 4.13% Senior Notes due 2026 at maturity. We may, from time to time, seek to retire or purchase our outstanding senior notes for cash or in exchange for equity securities in open marketpurchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, ourliquidity requirements, contractual restrictions, prospects for capital and other factors. The amounts involved may be material. The indentures governing our outstanding senior notes require us to comply with various financial and other restrictive covenants. We were incompliance with all of these covenants at December 31, 2025. In January and February 2025, we repaid $450.0 million and $600.0 million aggregate principal amount of 2.65% Senior Notes due 2025 and3.50% Senior Notes due 2025, respectively, at maturity. In June and December 2025, Ventas Realty issued $500.0 million and $500.0 million of aggregate principal amount of 5.10% Senior Notes due2032 and 5.00% Senior Notes due 2036, respectively. The proceeds of both offerings were primarily used for general corporate purposes, whichincluded repayment of other indebtedness and expenses related to the offering. Mortgages At December 31, 2025, our consolidated aggregate principal amount of mortgage debt outstanding was $2.6 billion, of which our share was$2.3 billion. Under certain circumstances, contractual and legal restrictions, including those contained in the instruments governing our subsidiaries’outstanding mortgage indebtedness, may restrict our ability to obtain cash from our subsidiaries for the purpose of meeting our debt service obligations,including our payment guarantees with respect to Ventas Realty’s and Ventas Canada’s senior notes. Derivatives and Hedging In the normal course of our business, interest rate fluctuations affect future cash flows under our variable rate debt obligations, loans receivableand marketable debt securities, and foreign currency exchange rate fluctuations affect our operating results. We follow established risk managementpolicies and procedures, including the use of derivative instruments, to mitigate the impact of these risks. 83
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Table of Contents We do not use derivative instruments for trading or speculative purposes, and we have a policy of entering into contracts only with majorfinancial institutions based upon their credit ratings and other factors. When considered together with the underlying exposure that the derivative isdesigned to hedge, we do not expect that the use of derivatives in this manner would have any material adverse effect on our future financial conditionor results of operations. We enter into interest rate swaps in order to maintain a capital structure containing targeted amounts of fixed and variable-rate debt andmanage interest rate risk. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchangefor our fixed-rate payments. These interest rate swap agreements are used to hedge the variable cash flows associated with variable-rate debt. Periodically, we enter into interest rate derivatives, such as treasury locks, to partially hedge the risk of changes in interest paymentsattributable to increases in the benchmark interest rate during the period leading up to the probable issuance of fixed-rate debt. We designate ourinterest rate locks as cash flow hedges. Gains and losses when we settle our interest rate locks are amortized over the life of the related debt andrecorded in Interest expense in our Consolidated Statements of Income. As of December 31, 2025, our variable rate debt obligations of $1.1 billion reflect, in part, the effect of $75.3 million notional amount of interestrate swaps with maturities in March 2027, that effectively convert fixed rate debt to variable rate debt. These interest rate swaps were not designated forhedge accounting. As of December 31, 2025, our fixed rate debt obligations of $12.0 billion reflect, in part, the effect of $125.5 million and C$595.5 million notionalamount of interest rate swaps with maturities ranging from June 2027 to April 2031, in each case, that effectively convert variable rate debt to fixed ratedebt. These interest rate swaps were designated as cash flow hedges. Capital Stock We have established an at-the-market offering program that provides for the sale, from time to time, of shares of our common stock, includingthrough forward sales agreements, as described in more detail below (the "ATM Program"). In September 2024, we entered into an ATM SalesAgreement providing for the sale, from time to time, of up to $2.0 billion aggregate gross sales price of shares of our common stock under the ATMProgram. In June 2025, we amended the ATM Sales Agreement such that the aggregate gross sales price of common stock available for issuanceunder the ATM Program immediately following the amendment was $2.25 billion. As of December 31, 2025, the remaining amount available under theATM Program for future sales of common stock was $350.3 million. During the year ended December 31, 2025, we entered into equity forward sales agreements under the ATM Program for 46.2 million shares ofour common stock for gross proceeds of $3.2 billion, representing an average price of $69.51 per share. During the year ended December 31, 2025, wesettled 35.7 million shares of common stock under outstanding equity forward sales agreements entered into under the ATM Program for net cashproceeds of $2.3 billion. As of December 31, 2025, we maintained unsettled equity forward sales agreements for 13.9 million shares of common stock, or approximately$1.1 billion in gross proceeds with varying maturities through July 2027. 84
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Table of Contents In January 2026, we entered into equity forward sales agreements under the ATM Program for 1.5 million shares of common stock orapproximately $111.7 million in gross proceeds which remain unsettled with maturity in July 2027. As of January 31, 2026, the remaining amountavailable under the ATM Program for future sales of common stock was $238.5 million. Equity Forward Sales Agreements From time to time, including under our ATM Program, we may enter into equity forward sales agreements. An equity forward sales agreementenables us to secure a share price on the sale of shares of our common stock at or shortly after the time the forward sales agreement becomeseffective, while postponing the receipt of proceeds from the sale of shares until a future date. Equity forward sales agreements generally have a maturityof one to two years. At any time during the term of an equity forward sales agreement, we may settle that equity forward sales agreement by delivery ofphysical shares of our common stock to the forward purchaser or, at our election, subject to certain exceptions, we may settle in cash or by net sharesettlement. The forward sales price we expect to receive upon settlement of outstanding equity forward sales agreements will be the initial forwardprice, net of commissions, established on or shortly after the effective date of the relevant equity forward sales agreement, subject to adjustments foraccrued interest, the forward purchasers’ stock borrowing costs in excess of a certain threshold specified in the equity forward sales agreement andcertain fixed price reductions for expected dividends on our common stock during the term of the equity forward sales agreement. Our unsettled equityforward sales agreements are accounted for as equity instruments. Refer to “Note 15 - Earnings Per Share.” Refer to “Note 16 – Permanent andTemporary Equity”. Dividends During 2025, we declared four dividends totaling $1.92 per share of our common stock, including a fourth quarter dividend of $0.48 per share.In order to continue to qualify as a REIT, we must make annual distributions to our stockholders of at least 90% of our REIT taxable income (excludingnet capital gain). In addition, we will be subject to income tax at the regular corporate rate to the extent we distribute less than 100% of our REIT taxableincome, including any net capital gains. We intend to pay dividends greater than 100% of our taxable income, after the use of any net operating losscarryforwards, for 2026. We expect that our cash flows will exceed our REIT taxable income due to depreciation and other non-cash deductions in computing REITtaxable income and that we will be able to satisfy the 90% distribution requirement. However, from time to time, we may not have sufficient cash onhand or other liquid assets to meet this requirement or we may decide to retain cash or distribute such greater amount as may be necessary to avoidincome and excise taxation. If we do not have sufficient cash on hand or other liquid assets to enable us to satisfy the 90% distribution requirement, or ifwe desire to retain cash, we may borrow funds, issue additional equity securities, pay taxable stock dividends, if possible, distribute other property orsecurities or engage in a transaction intended to enable us to meet the REIT distribution requirements or any combination of the foregoing. Capital Expenditures From time to time, we engage in development and redevelopment activities within our reportable segments and through our investments inunconsolidated entities. For example, we are party to certain agreements that commit us to develop properties funded through capital that we and, incertain circumstances, our joint venture partners provide. In addition, from time to time, we engage in redevelopment projects with respect to ourexisting senior housing communities, outpatient medical buildings and research centers to 85
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Table of Contents maximize the value, increase NOI, maintain a market-competitive position, achieve property stabilization or change the primary use of the property. The terms of our triple-net leases generally obligate our tenants to pay all capital expenditures necessary to maintain and improve our triple-netleased properties. However, from time to time, we may fund the capital expenditures for our triple-net leased properties through loans or advances tothe tenants, which may increase the amount of rent payable with respect to the properties in certain cases. We may also fund capital expenditures forwhich we may become responsible upon expiration of our triple-net leases or in the event that our tenants are unable or unwilling to meet theirobligations under those leases. We expect that these liquidity needs generally will be satisfied by a combination of the following: cash flows from operations, cash on hand,debt assumptions and financings (including secured financings), issuances of debt and equity securities, dispositions of assets (in whole or in partthrough joint venture arrangements) and borrowings under our revolving credit facilities and commercial paper program. To the extent that unanticipated capital expenditure needs arise or significant borrowings are required, our liquidity may be affected adversely.Our ability to borrow additional funds may be restricted in certain circumstances by the terms of the instruments governing our outstandingindebtedness. Cash Flows The following table sets forth our sources and uses of cash flows for the years ended December 31, 2025 and 2024 (dollars in thousands): For the Years Ended December 31, Change 2025 2024 $ % Cash, cash equivalents and restricted cash at beginning of year$ 957,233 $ 563,462 $ 393,771 69.9 % Net cash provided by operating activities 1,646,726 1,329,625 317,101 23.8 Net cash used in investing activities (2,694,418) (2,377,089) (317,329) (13.3) Net cash provided by financing activities 873,757 1,445,220 (571,463) (39.5) Effect of foreign currency translation 2,839 (3,985) 6,824 171.2 Cash, cash equivalents and restricted cash at end of year$ 786,137 $ 957,233 $ (171,096) (17.9) Cash Flows from Operating Activities Cash flows from operating activities increased $317.1 million during 2025 compared to the same period in 2024 primarily due to growth in ourSHOP business. Cash Flows from Investing Activities Cash flows used in investing activities increased $317.3 million during 2025 compared to the same period in 2024 primarily due to a $367.8million increase in real estate property acquisitions, a $115.9 million decrease in proceeds from real estate dispositions and a $82.3 million increase incapital expenditures partially offset by a $41.4 million decrease in development project expenditures, a $124.4 million decrease to loan receivableinvestment and $41.9 million increase in proceeds received from loans receivable. 86
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Table of Contents Cash Flows from Financing Activities Net cash provided by financing activities decreased $571.5 million during 2025 compared to the same period in 2024. The decline was drivenprimarily by a $782.9 million decrease in proceeds from debt issuance, a $158.5 million increase in debt repayments and a $119.7 million increase individends paid. These items were partially offset by a $463.6 million increase in net proceeds from the issuance of common stock and stock optionexercises. Off-Balance Sheet Arrangements We own interests in certain unconsolidated entities as described in “Note 7 – Investments in Unconsolidated Entities.” Except in limitedcircumstances, our risk of loss is limited to our investment in the entities and any outstanding loans receivable. Further, we use financial derivativeinstruments to hedge interest rate and foreign currency exchange rate exposure. Finally, as of December 31, 2025, we had $19.4 million outstandingletters of credit obligations. Commitments and Contingencies The information contained in “Note 14 – Commitments and Contingencies” of the Notes to Consolidated Financial Statements included in PartII, Item 8 of this Annual Report is incorporated by reference into this Item 7. Guarantor and Issuer Information - Registered Senior Notes Ventas, Inc. has fully and unconditionally guaranteed the obligation to pay principal and interest with respect to the outstanding senior notesissued by our 100% owned subsidiary, Ventas Realty, that were issued in transactions registered under the Securities Act of 1933. No other Ventasentities are issuers or guarantors of debt securities registered under the Securities Act. Under certain circumstances, contractual and legal restrictions, including those contained in the instruments governing our subsidiaries’outstanding mortgage indebtedness, may restrict our ability to obtain cash from our subsidiaries for the purpose of meeting our debt service obligations,including Ventas Realty’s payment obligations and our payment guarantees with respect to Ventas Realty’s registered senior notes. Ventas Realty is a direct, wholly owned subsidiary of Ventas, Inc. Excluding investments in subsidiaries, the assets, liabilities and results ofoperations of Ventas Realty and Ventas, Inc., on a combined basis, are not material to the consolidated financial position or consolidated results ofoperations of Ventas. Therefore, in accordance with Rule 13-01 of Regulation S-X, we have elected to exclude summarized financial information for theissuer and guarantor of our registered senior notes. Please see “—Liquidity and Capital Resources” for a description of our outstanding senior notes and other debt obligations, including theregistered senior notes described above. 87
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ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk The information set forth in Part II, Item 7 of this Annual Report under “Management’s Discussion and Analysis of Financial Condition andResults of Operations—Asset/Liability Management” is incorporated by reference into this Item 7A. 88
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Table of Contents ITEM 8. Financial Statements and Supplementary Data Ventas, Inc. Index to Consolidated Financial Statements and Financial Statement Schedules Page Management Report on Internal Control over Financial Reporting 90 Report of Independent Registered Public Accounting Firm (KPMG LLP, Chicago, IL, Auditor Firm ID: 185) 91 Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting 93 Consolidated Balance Sheets as of December 31, 2025 and 2024 95 Consolidated Statements of Income for the Years Ended December 31, 2025, 2024 and 2023 96 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025, 2024 and 2023 97 Consolidated Statements of Equity for the Years Ended December 31, 2025, 2024 and 2023 98 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023 99 Notes to Consolidated Financial Statements 102 Consolidated Financial Statement Schedules Schedule III — Real Estate and Accumulated Depreciation 151 Schedule IV — Mortgage Loans on Real Estate 155 89
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Table of Contents MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f)and 15d-15(f) under the Exchange Act of 1934, as amended. This system is designed to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S. GAAP. Because of its inherentlimitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements wouldbe prevented or detected. Management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, conducted an assessment of theeffectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has concludedthat our internal control over financial reporting was effective at the reasonable assurance level as of December 31, 2025. The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by KPMG LLP, an independentregistered public accounting firm, as stated in their report included herein. 90
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Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Ventas, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Ventas, Inc. and subsidiaries (the Company) as of December 31, 2025 andDecember 31, 2024, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedules III and IV (collectively, the consolidated financialstatements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as ofDecember 31, 2025 and December 31, 2024, and the results of its operations and its cash flows for each of the years in the three-year period endedDecember 31, 2025, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’sinternal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issuedby the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 6, 2026 expressed an unqualified opinionon the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on theseconsolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independentwith respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities andExchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtainreasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our auditsincluded performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, andperforming procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts anddisclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates madeby management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonablebasis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that wascommunicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to theconsolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical auditmatter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the criticalaudit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 91
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Table of Contents Impairment of real estate investments in the senior housing operating portfolio As discussed in Notes 1, 2, and 5 to the consolidated financial statements, the Company periodically evaluates its long-lived assets, primarily consistingof investments in real estate, for impairment indicators. If indicators of impairment are present, the Company evaluates the carrying value of the relatedreal estate investments in relation to the future undiscounted cash flows of the underlying operations. In performing this evaluation, the Companyconsiders market conditions and current intentions with respect to holding or disposing of the asset and adjusts the net book value of real estateproperties to fair value if the sum of the expected future undiscounted cash flows, including sales proceeds, is less than book value. During the year,impairment indicators arose for certain real estate properties and as a result, recoverability assessments were performed. We identified the evaluation of real estate investments within the senior housing operating portfolio for impairment as a critical audit matter. Subjectiveauditor judgment was required in evaluating the Company’s determination of the future undiscounted cash flows. In particular, the undiscounted cashflows were sensitive to significant assumptions, including capitalization rates, projected operating cash flows, and stabilization period. Additionally,subjective auditor judgment and specialized skills and knowledge were needed to evaluate market data used by the Company. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operatingeffectiveness of certain internal controls related to the impairment process. This included controls related to the Company’s impairment process and thesignificant assumptions described above. To test certain of the Company’s undiscounted cash flow estimates, we evaluated the Company’s forecasts ofprojected operating cash flows by comparing actual results to the Company’s forecasts adjusted for current market trends. In addition, we involvedvaluation professionals with specialized skills and knowledge, who assisted in evaluating the Company’s significant assumptions by comparing thesignificant assumptions to publicly available market data. /s/ KPMG LLP We have served as the Company’s auditor since 2014. Chicago, Illinois February 6, 2026 92
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Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Ventas, Inc.: Opinion on Internal Control Over Financial Reporting We have audited Ventas, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, based on criteriaestablished in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Inour opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based oncriteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the TreadwayCommission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidatedbalance sheets of the Company as of December 31, 2025 and December 31, 2024, the related consolidated statements of income, comprehensiveincome, equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statementschedules III and IV (collectively, the consolidated financial statements), and our report dated February 6, 2026 expressed an unqualified opinion onthose consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectivenessof internal control over financial reporting, included in the accompanying Management Report on Internal Control over Financial Reporting. Ourresponsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firmregistered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and theapplicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtainreasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internalcontrol over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a materialweakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit alsoincluded performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis forour opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’sinternal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions arerecorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts andexpenditures of the company are being made only in accordance with authorizations of management and directors of the company; 93
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Table of Contents and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assetsthat could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluationof effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate. /s/ KPMG LLP Chicago, Illinois February 6, 2026 94
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Table of Contents VENTAS, INC.CONSOLIDATED BALANCE SHEETS(In thousands, except per share amounts) As of December 31, 2025 2024 Assets Real estate investments: Land and improvements $ 2,962,738 $ 2,775,790 Buildings and improvements 30,872,598 28,717,990 Construction in progress 358,811 336,231 Acquired lease intangibles 1,680,567 1,558,751 Operating lease assets 295,838 308,019 36,170,552 33,696,781 Accumulated depreciation and amortization (12,043,619) (11,096,236) Net real estate property 24,126,933 22,600,545 Secured loans receivable and investments, net 143,913 144,872 Investments in unconsolidated real estate entities 617,571 626,122 Net real estate investments 24,888,417 23,371,539 Cash and cash equivalents 741,067 897,850 Escrow deposits and restricted cash 45,070 59,383 Goodwill 1,046,072 1,044,915 Assets held for sale 42,993 18,625 Deferred income tax assets, net 2,797 1,931 Other assets 825,529 792,663 Total assets $ 27,591,945 $ 26,186,906 Liabilities and equity Liabilities: Senior notes payable and other debt $ 13,011,016 $ 13,522,551 Accrued interest payable 143,104 143,345 Operating lease liabilities 208,602 218,003 Accounts payable and other liabilities 1,240,820 1,152,306 Liabilities related to assets held for sale 4,032 2,726 Deferred income tax liabilities 23,409 8,150 Total liabilities 14,630,983 15,047,081 Redeemable OP unitholder and noncontrolling interests 375,154 310,229 Commitments and contingencies Equity: Ventas stockholders’ equity: Preferred stock, $1.00 par value; 10,000 shares authorized, unissued — — Common stock, $0.25 par value; 1,200,000 shares authorized, 474,926 and 437,085 shares outstanding at December 31, 2025 and 2024, respectively 118,732 109,119 Capital in excess of par value 19,976,183 17,607,482 Accumulated other comprehensive loss (39,851) (33,526) Retained earnings (deficit) (7,527,777) (6,886,653) Treasury stock, 0 and 4 shares issued at December 31, 2025 and 2024, respectively (34) (25,155) Total Ventas stockholders’ equity 12,527,253 10,771,267 Noncontrolling interests 58,555 58,329 Total equity 12,585,808 10,829,596 Total liabilities and equity $ 27,591,945 $ 26,186,906 See accompanying notes. 95
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Table of Contents VENTAS, INC.CONSOLIDATED STATEMENTS OF INCOME(In thousands, except per share amounts) For the Years Ended December 31, 2025 2024 2023 Revenues Rental income: Triple-net leased properties $ 601,578 $ 622,054 $ 619,208 Outpatient medical and research portfolio 895,089 874,886 867,193 1,496,667 1,496,940 1,486,401 Resident fees and services 4,276,163 3,372,796 2,959,219 Third-party capital management revenues 17,547 17,359 17,841 Income from loans and investments 22,593 9,057 22,952 Interest and other income 21,010 28,114 11,414 Total revenues 5,833,980 4,924,266 4,497,827 Expenses Interest 612,246 602,835 574,112 Depreciation and amortization 1,379,140 1,253,143 1,392,461 Property-level operating expenses: Senior housing 3,092,099 2,506,413 2,247,812 Outpatient medical and research portfolio 307,733 298,320 292,776 Triple-net leased properties 13,505 15,829 14,557 3,413,337 2,820,562 2,555,145 Third-party capital management expenses 6,579 6,507 6,101 General, administrative and professional fees 177,400 162,990 148,876 Loss (gain) on extinguishment of debt, net 172 687 (6,104) Transaction, transition and restructuring costs 10,073 20,369 15,215 Reversal of allowance on loans receivable and investments, net — (166) (20,270) Gain on foreclosure of real estate — — (29,127) Shareholder relations matters — 15,751 — Other expense (income) 30,712 49,584 (23,001) Total expenses 5,629,659 4,932,262 4,613,408 Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests 204,321 (7,996) (115,581) Income from unconsolidated entities 4,468 1,563 13,626 Gain on real estate dispositions 38,579 57,009 62,119 Income tax benefit 14,150 37,775 9,539 Net income (loss) 261,518 88,351 (30,297) Net income attributable to noncontrolling interests 10,137 7,198 10,676 Net income (loss) attributable to common stockholders $ 251,381 $ 81,153 $ (40,973) Earnings per common share Basic: Net income (loss) $ 0.57 $ 0.21 $ (0.08) Net income (loss) attributable to common stockholders 0.55 0.20 (0.10) Diluted: Net income (loss) $ 0.57 $ 0.21 $ (0.08) Net income (loss) attributable to common stockholders 0.54 0.19 (0.10) See accompanying notes. 96
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Table of Contents VENTAS, INC.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(In thousands) For the Years Ended December 31, 2025 2024 2023 Net income (loss) $ 261,518 $ 88,351 $ (30,297) Other comprehensive (loss) income: Foreign currency translation gain 4,983 14,433 6,024 Unrealized gain (loss) on available for sale securities 829 (862) (1,256) Unrealized loss on derivative instruments (9,901) (19,672) (2,766) Total other comprehensive (loss) income (4,089) (6,101) 2,002 Comprehensive income (loss) 257,429 82,250 (28,295) Comprehensive income (loss) attributable to noncontrolling interests 12,373 (1,135) 11,635 Comprehensive income (loss) attributable to common stockholders$ 245,056 $ 83,385 $ (39,930) See accompanying notes. 97
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Table of Contents VENTAS, INC.CONSOLIDATED STATEMENTS OF EQUITYFor the Years Ended December 31, 2025, 2024 and 2023(In thousands, except per share amounts) Common Stock Par Value Capital in Excess of Par Value Accumulated Other Comprehensive Loss Retained Earnings (Deficit) Treasury Stock Total Ventas Stockholders’ Equity Non- controlling Interests Total Equity Balance at January 1, 2023 $ 99,912 $ 15,539,777 $ (36,800) $ (5,449,385) $ (536) $ 10,152,968 $ 68,709 $ 10,221,677 Net loss — — — (40,973) — (40,973) 10,676 (30,297) Other comprehensive income — — 1,043 — — 1,043 959 2,002 Net change in noncontrolling interests — (12,495) — — — (12,495) (23,997) (36,492) Dividends to common stockholders—$1.80 per share — 40 — (723,445) — (723,405) — (723,405) Issuance of common stock for stock plans, restricted stock grants and other 736 141,552 — — (13,228) 129,060 — 129,060 Adjust redeemable OP unitholder interests to current fair value — (18,056) — — — (18,056) — (18,056) Redemption of OP Units — (84) — — — (84) — (84) Balance at December 31, 2023 100,648 15,650,734 (35,757) (6,213,803) (13,764) 9,488,058 56,347 9,544,405 Net income — — — 81,153 — 81,153 7,198 88,351 Other comprehensive income — — 2,231 — — 2,231 (8,332) (6,101) Net change in noncontrolling interests — (22,345) — — — (22,345) 3,116 (19,229) Dividends to common stockholders—$1.80 per share — 78 — (754,003) — (753,925) — (753,925) Issuance of common stock for stock plans, restricted stock grants and other 8,471 2,015,265 — — (11,391) 2,012,345 — 2,012,345 Adjust redeemable OP unitholder interests to current fair value — (34,169) — — — (34,169) — (34,169) Redemption of OP Units — (2,081) — — — (2,081) — (2,081) Balance at December 31, 2024 109,119 17,607,482 (33,526) (6,886,653) (25,155) 10,771,267 58,329 10,829,596 Net income — — — 251,381 — 251,381 10,137 261,518 Other comprehensive loss — — (6,325) — — (6,325) 2,236 (4,089) Net change in noncontrolling interests — (3,371) — — — (3,371) (12,147) (15,518) Dividends to common stockholders— $1.92 per share — 117 — (892,505) — (892,388) — (892,388) Issuance of common stock for stock plans, restricted stock grants and other 9,613 2,440,912 — — 25,121 2,475,646 — 2,475,646 Adjust redeemable OP unitholder interests to current fair value — (66,970) — — — (66,970) — (66,970) Redemption of OP Units — (1,987) — — — (1,987) — (1,987) Balance at December 31, 2025 $ 118,732 $ 19,976,183 $ (39,851) $ (7,527,777) $ (34) $ 12,527,253 $ 58,555 $ 12,585,808 See accompanying notes. 98
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Table of Contents VENTAS, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands) For the Years Ended December 31, 2025 2024 2023 Cash flows from operating activities: Net income (loss) $ 261,518 $ 88,351 $ (30,297) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 1,379,140 1,253,143 1,392,461 Amortization of deferred revenue and lease intangibles, net (39,250) (54,242) (59,604) Other non-cash amortization 32,328 30,143 22,416 (Reversal of) allowance on loans receivable and investments, net — (166) (20,270) Stock-based compensation 38,733 30,991 30,987 Straight-lining of rental income (48,852) (5,094) (7,597) Loss (gain) on extinguishment of debt, net 172 687 (6,104) Gain on real estate dispositions (38,579) (57,009) (62,119) Income tax benefit (24,150) (43,487) (15,269) Income from unconsolidated entities (4,468) (1,563) (13,626) Gain on foreclosure of real estate — — (29,127) Distributions from unconsolidated entities 29,041 18,298 16,123 Other 11,663 25,762 (44,503) Changes in operating assets and liabilities: Increase in other assets (30,683) (117,363) (48,445) (Decrease) increase in accrued interest payable (922) 27,205 1,252 Increase (decrease) in accounts payable and other liabilities 81,035 133,969 (6,405) Net cash provided by operating activities 1,646,726 1,329,625 1,119,873 Cash flows from investing activities: Net investment in real estate property (2,293,769) (1,925,957) (6,466) Investment in loans receivable (935) (125,363) (2,750) Proceeds from real estate disposals 213,161 329,094 399,534 Proceeds from loans receivable 48,815 6,870 44,630 Proceeds from sale of interest in unconsolidated entities — — 50,054 Net cash assumed in foreclosure of real estate — — 11,615 Development project expenditures (280,752) (322,232) (383,590) Capital expenditures (363,863) (281,614) (259,415) Distributions from unconsolidated entities 33,700 8,368 74,670 Investment in unconsolidated entities (55,785) (69,797) (130,522) Insurance proceeds for property damage claims 5,010 3,542 17,576 Net cash used in investing activities (2,694,418) (2,377,089) (184,664) Cash flows from financing activities: Net change in borrowings under revolving credit facilities (6,768) (7,103) (12,410) Net change in borrowings under commercial paper program — — (402,354) Proceeds from debt 1,130,497 1,913,431 2,527,482 Repayment of debt (1,779,761) (1,621,316) (1,973,132) Purchase of noncontrolling interests (2,057) (11,064) (110) Payment of deferred financing costs (14,488) (35,878) (41,837) Issuance of common stock, net 2,343,687 1,964,867 108,455 Cash distribution to common stockholders (860,060) (740,326) (723,559) Cash distribution to redeemable OP unitholders (6,320) (6,468) (6,191) 99
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Table of Contents Cash issued for redemption of OP Units (2,298) (2,416) (1,132) Contributions from noncontrolling interests 80 3,703 20,241 Distributions to noncontrolling interests (16,404) (22,300) (32,029) Proceeds from stock option exercises 110,863 26,052 1,736 Other (23,214) (15,962) (8,909) Net cash provided by (used in) financing activities 873,757 1,445,220 (543,749) Net (decrease) increase in cash, cash equivalents and restricted cash(173,935) 397,756 391,460 Effect of foreign currency translation 2,839 (3,985) 1,257 Cash, cash equivalents and restricted cash at beginning of year 957,233 563,462 170,745 Cash, cash equivalents and restricted cash at end of year $ 786,137 $ 957,233 $ 563,462 100
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Table of Contents VENTAS, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)(Dollars in thousands) For the Years Ended December 31, 2025 2024 2023 Supplemental disclosure of cash flow information: Interest paid excluding capitalized interest $ 579,693 $ 575,741 $ 548,108 Capitalized interest 10,044 15,626 12,307 Supplemental schedule of non-cash activities: Assets acquired and liabilities assumed from acquisitions and other: Real estate investments $ 56,300 $ 43,086 $ — Other assets 6,484 12,955 7,873 Other liabilities 29,802 23,489 9,000 Deferred income tax liability 38,975 28,601 12,382 Settlement of loan receivable — — 486,082 Real estate received in settlement of loan receivable — — 1,566,395 Assumption of debt related to real estate owned — — 1,016,804 Equity issued for redemption of OP Units — 434 — See accompanying notes. 101
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – DESCRIPTION OF BUSINESS Ventas, Inc., (together with its consolidated subsidiaries, unless otherwise indicated or except where the context otherwise requires, “we,” “us,”“our,” “Ventas,” “Company” and other similar terms) is an S&P 500 company focused on delivering strong, sustainable shareholder returns by enablingexceptional environments that benefit a large and growing aging population. We hold a portfolio that includes senior housing communities, outpatientmedical buildings, research centers, hospitals and healthcare facilities located in North America and the United Kingdom. As of December 31, 2025, weowned or had investments in 1,409 properties consisting of 1,374 properties in our reportable segments (“Segment Properties”) and 35 properties heldby unconsolidated real estate entities in our non-segment operations. We are headquartered in Chicago, Illinois with additional corporate offices inLouisville, Kentucky and New York, New York. We elected to be taxed as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, asamended (the “Code”), commencing with our taxable year ended December 31, 1999. Provided we qualify for taxation as a REIT, we generally are notrequired to pay U.S. federal corporate income taxes on our REIT taxable income that is currently distributed to our stockholders. In order to maintain ourqualification as a REIT, we must satisfy a number of technical requirements, which impact how we invest in, operate and manage our assets. We operate through three reportable segments: senior housing operating portfolio, which we refer to as “SHOP,” outpatient medical andresearch portfolio, which we refer to as “OM&R,” and triple-net leased properties, which we refer to as “NNN.” We also hold assets outside of ourreportable segments, which we refer to as non-segment assets, and which consist primarily of corporate assets, including cash and cash equivalents,restricted cash, loans receivable and investments, accounts receivable and investments in unconsolidated entities. Our investments in unconsolidatedentities include investments made through our third-party institutional private capital management platform, Ventas Investment Management (“VIM”).Through VIM, we partner with third-party institutional investors to invest in real estate through various joint ventures and other co-investment vehicleswhere we are the sponsor or general partner, including our open-ended investment vehicle, the Ventas Life Science & Healthcare Real Estate Fund (the“Ventas Fund”). Our investments in unconsolidated entities also includes investments in operating entities, such as Ardent Health, Inc. (together with itssubsidiaries, “Ardent”) and Atria Senior Living, Inc. (together with its subsidiaries, “Atria”). Our chief operating decision maker evaluates performance of the combined properties in each operating segment and determines how toallocate resources to these segments based on net operating income (“NOI”) for each segment. See our Consolidated Financial Statements and therelated notes, including “Note 2 – Accounting Policies” and “Note 18 – Segment Information.” The following table summarizes information for our portfolio for the year ended December 31, 2025 (dollars in thousands): Segment NOI Percentage of Total NOI Segment Properties Senior housing operating portfolio (SHOP) $ 1,184,064 49.4 % 752 Outpatient medical and research portfolio (OM&R) 590,169 24.7 % 409 Triple-net leased properties (NNN) 588,073 24.6 % 213 Non-segment 30,748 1.3 % n/a $ 2,393,054 100 % 1,374 (1) (2) 102
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ______________________________ “NOI” is defined as total revenues, less interest and other income, property-level operating expenses and third-party capital management expenses. See “Non-GAAPFinancial Measures” included elsewhere in this Annual Report for additional disclosure and a reconciliation of Net income attributable to common stockholders, ascomputed in accordance with U.S. generally accepted accounting principles (“GAAP”), to NOI. NOI for non-segment includes management fees and promote revenues, net of expenses related to our third-party institutional private capital management platform,income from loans and investments and corporate-level expenses not directly attributable to any of our three reportable segments. n/a—not applicable NOTE 2 – ACCOUNTING POLICIES Principles of Consolidation The accompanying Consolidated Financial Statements include our accounts and the accounts of our wholly-owned subsidiaries and the jointventure entities over which we exercise control. All intercompany transactions and balances have been eliminated in consolidation, and our net earningsare reduced by the portion of net earnings attributable to noncontrolling interests. U.S. generally accepted accounting principles (“GAAP”) require us to identify entities for which control is achieved through means other thanvoting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). A VIE is broadly defined as anentity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities withoutadditional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about theentity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expectedresidual returns of the entity; and (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all ofthe entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. We consolidate ourinvestment in a VIE when we determine that we are its primary beneficiary. We may change our original assessment of a VIE upon subsequent eventssuch as the modification of contractual arrangements that affects the characteristics or adequacy of the entity’s equity investments at risk and thedisposition of all or a portion of an interest held by the primary beneficiary. We identify the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantlyimpact the entity’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to theentity. We perform this analysis on an ongoing basis. As it relates to investments in joint ventures, GAAP may preclude consolidation by the sole general partner in certain circumstances based onthe type of rights held by the limited partner or partners. We assess limited partners’ rights and their impact on our consolidation conclusions, and wereassess if there is a change to the terms or in the exercisability of the rights of the limited partners, the sole general partner increases or decreases itsownership of limited partnership (“LP”) interests or there is an increase or decrease in the number of outstanding LP interests. We also apply thisguidance to managing member interests in limited liability companies (“LLCs”). (1) (2) 103
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS We consolidate several VIEs that share the following common characteristics: • the VIE is in the legal form of an LP or LLC; • the VIE was designed to own and manage its underlying real estate investments; • we are the general partner or managing member of the VIE; • we own a majority of the voting interests in the VIE; • a minority of voting interests in the VIE are owned by external third parties, unrelated to us; • the minority owners do not have substantive kick-out or participating rights in the VIE; and • we are the primary beneficiary of the VIE. Substantially all of the assets of the consolidated VIEs are real estate investments and substantially all of the liabilities of the consolidated VIEsare mortgage loans. Assets of the consolidated VIEs can only be used to settle obligations of such VIEs. Liabilities of the consolidated VIEs representclaims against the specific assets of the VIEs. In general, any mortgage loans of the consolidated VIEs are non-recourse to the non-VIE consolidatedentities. The table below summarizes the total assets and liabilities of the consolidated VIEs as reported on our Consolidated Balance Sheets (dollars inthousands): As of December 31, 2025 As of December 31, 2024 Total Assets Total Liabilities Total Assets Total Liabilities Fonds Immobilier Groupe Maurice, S.E.C. $ 1,822,300 $ 1,151,437 $ 1,779,762 $ 1,121,659 NHP/PMB L.P. 656,813 235,245 728,457 286,030 Other identified VIEs 1,469,659 467,665 1,447,381 410,721 Investments in Unconsolidated Entities We report investments in unconsolidated entities over whose operating and financial policies we have the ability to exercise significant influenceunder the equity method of accounting. We adjust our investment in unconsolidated entities for additional contributions made, distributions received aswell as our share of the investee’s earnings or losses, which is included in Income from unconsolidated entities in our Consolidated Statements ofIncome. We classify distributions received from equity method investees within our Consolidated Statements of Cash Flows using the nature of thedistribution approach, which classifies the distributions received on the basis of the nature of the activity or activities of the investee that generated thedistribution as either a return on investment (classified as cash inflows from operating activities) or a return of investment (classified as cash inflowsfrom investing activities). We base the initial carrying value of investments in unconsolidated entities on the fair value of the assets at the time we acquired the jointventure interest. We estimate fair values for our equity method investments based on discounted cash flow models that include all estimated cashinflows and outflows over a specified holding period and, where applicable, any estimated debt premiums or discounts. The capitalization rates,discount rates and credit spreads we use in these models are based upon assumptions that we believe to be within a reasonable range of currentmarket rates for the respective investments. We generally amortize any difference between our cost basis and the basis reflected at the joint venture level, if any, over the lives of the relatedassets and liabilities and include that amortization in our share of income or loss from unconsolidated entities. For earnings of equity methodinvestments with pro rata distribution allocations, net income or loss is allocated between the partners in the joint venture based on their respectivestated ownership percentages. In other instances, net income or loss may be allocated between the partners in the joint venture based on thehypothetical liquidation at book value method (the “HLBV method”). Under the 104
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HLBV method, net income or loss is allocated between the partners based on the difference between each partner’s claim on the net assets of the jointventure at the end and beginning of the period, after taking into account contributions and distributions. Each partner’s share of the net assets of thejoint venture is calculated as the amount that the partner would receive if the joint venture were to liquidate all of its assets at net book value anddistribute the resulting cash to creditors and partners in accordance with their respective priorities. Under the HLBV method, in any given period, wecould record more or less income than the joint venture has generated, than actual cash distributions we receive or than the amount we may receive inthe event of an actual liquidation. Redeemable OP Unitholder and Noncontrolling Interests We own a majority interest in NHP/PMB L.P. (“NHP/PMB”), a limited partnership formed in 2008 to acquire properties from entities affiliated withPacific Medical Buildings LLC (“PMB”). Given our wholly-owned subsidiary is the general partner and the primary beneficiary of NHP/PMB, weconsolidate NHP/PMB as a VIE. As of December 31, 2025, third-party investors owned 3.7 million Class A limited partnership units in NHP/PMB (“OPUnits”), which represented 33% of the total units then outstanding, and we owned 7.7 million Class B limited partnership units in NHP/PMB,representing the remaining 67%. The OP Units may be redeemed at any time at the election of the holder for cash or, at our option, 0.9051 shares ofour common stock per OP Unit, subject to adjustment in certain circumstances. We are party by assumption to a registration rights agreement with theholders of the OP Units that requires us, subject to the terms and conditions and certain exceptions set forth therein, to file and maintain a registrationstatement relating to the issuance of shares of our common stock upon redemption of OP Units. The OP Units are classified outside of permanent equity on our Consolidated Balance Sheets because they may be redeemed by third partiesunder circumstances that are outside of our control. We reflect the OP Units at the greater of cost or redemption value (based on the fair value of Ventasshares). We recognize changes in the redemption value through capital in excess of par value, net of cash distributions paid and purchases by us ofany OP Units. Our diluted earnings per share includes the effect of any potential shares outstanding from redemption of the OP Units. Refer to “Note 11– Fair Values of Financial Instruments.” Certain noncontrolling interests of other consolidated joint ventures were also classified as redeemable at December 31, 2025 and 2024. Werecord the carrying amount of these noncontrolling interests at the greater of their initial carrying amount (increased or decreased for the noncontrollinginterests’ share of net income or loss and distributions) or the redemption value, which is primarily based on the fair value of the underlying real estateasset. Our joint venture partners have certain redemption rights with respect to their noncontrolling interests in these joint ventures that are outside ofour control, and the redeemable noncontrolling interests are classified outside of permanent equity on our Consolidated Balance Sheets. We recognizechanges in the carrying value of redeemable noncontrolling interests through Capital in excess of par value on our Consolidated Balance Sheets. Noncontrolling Interests Excluding the redeemable noncontrolling interests described above, we present the portion of any equity that we do not own in entities that wecontrol (and thus consolidate) as noncontrolling interests and classify those interests as a component of consolidated equity, separate from Total Ventasstockholders’ equity, on our Consolidated Balance Sheets. For consolidated joint ventures with pro rata distribution allocations, net income or loss, andcomprehensive income, is allocated between the joint venture partners based on their respective stated ownership percentages. In other cases, netincome or loss is allocated between the joint venture partners based on the HLBV method. We account for purchases or sales of equity interests that donot result in a change of control as equity transactions, through Capital in excess of par value. We include Net income attributable to noncontrollinginterests in net income in our Consolidated Statements of Income and we 105
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS include the noncontrolling interests’ share of comprehensive income in our Consolidated Statements of Comprehensive Income. Accounting Estimates The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions regarding future events thataffect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and thereported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Accounting for Real Estate Acquisitions When we acquire real estate, we first make reasonable judgments about whether the transaction involves an asset or a business. Our realestate acquisitions are generally accounted for as asset acquisitions as substantially all of the fair value of the gross assets acquired is concentrated ina single identifiable asset or group of similar identifiable assets. We record the cost of the assets acquired as tangible and intangible assets andliabilities based upon their relative fair values as of the acquisition date. Our asset acquisitions may include one or more groups of real estate properties within which there are different types of tangible and intangibleassets, typically consisting of land, buildings, site improvements, furniture, fixtures and equipment and lease intangibles. When we acquire multiple realestate properties in a single transaction, we first assess the individual fair value of the real estate properties and then determine the individual fair valueof the various types of tangible and intangible assets therein. The individual fair value of the real estate properties is estimated by applying a valuationmethodology such as the direct capitalization method of the income approach, which includes estimate for a capitalization rate, annual gross income,vacancy, and expenses based on a number of factors including historical operating results, known and anticipated trends as well as market andeconomic conditions. We estimate the fair value of buildings acquired on an as-if-vacant basis or replacement cost basis and depreciate the building value on astraight-line basis over the estimated remaining useful life of the building, generally 35 years. We determine the fair value of other fixed assets, such assite improvements, and furniture, fixtures and equipment, based upon the replacement cost and depreciate such value on a straight-line basis over theassets’ estimated remaining useful lives, generally 15 years for land improvements and 20 years for building improvements. We determine the value ofland either by considering the sales prices of similar properties in recent transactions or based on internal analyses of recently acquired and existingcomparable properties within our portfolio. We generally determine the value of construction in progress based upon the replacement cost. However, forcertain acquired properties that are part of a ground-up development, we determine fair value by using the same valuation approach as for all otherproperties and deducting the estimated cost to complete the development. During the remaining construction period, we capitalize project costs,including interest on funds used for the construction, until the development has reached substantial completion. Construction in progress, includingcapitalized interest, is not depreciated until the development has reached substantial completion. Upon substantial completion, these assets aredepreciated on a straight-line basis over their respective useful lives, which are consistent with the useful lives of acquired assets. Intangibles primarily include the value of in-place leases and acquired lease contracts. We include all lease-related intangible assets andliabilities within Acquired lease intangibles and Accounts payable and other liabilities, respectively, on our Consolidated Balance Sheets. The fair value of acquired lease-related intangibles, if any, reflects: (i) the estimated value of any above- or below-market leases, determined bydiscounting the difference between the estimated market rent and in- 106
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS place lease rent; and (ii) the estimated value of in-place leases related to the cost to obtain tenants, including leasing commissions, and an estimatedvalue of the absorption period to reflect the value of the rent and recovery costs foregone during a reasonable lease-up period as if the acquired spacewas vacant. We amortize any acquired lease-related intangibles to revenue or amortization expense over the remaining life of the associated lease plusany assumed bargain renewal periods. If a lease is terminated prior to its stated expiration or not renewed upon expiration, we recognize allunamortized amounts of lease-related intangibles associated with that lease in operations over the shortened lease term. In connection with an acquisition, we may assume rights and obligations under certain lease agreements pursuant to which we become thelessee of a given property. We generally assume the lease classification previously determined by the prior lessee absent a modification in the assumedlease agreement. We assess assumed operating leases, including ground leases, to determine whether the lease terms are favorable or unfavorable tous given current market conditions on the acquisition date. To the extent the lease terms are favorable or unfavorable to us relative to market conditionson the acquisition date, we recognize an intangible asset or liability at fair value and amortize that asset or liability to Interest or rental expense in ourConsolidated Statements of Income over the applicable lease term. Where we are the lessee, we record the acquisition date values of leases, includingany above- or below-market value, within Operating lease assets and Operating lease liabilities on our Consolidated Balance Sheets. We estimate the fair value of noncontrolling interests assumed consistent with the manner in which we value all of the underlying assets andliabilities. We calculate the fair value of long-term assumed debt by discounting the remaining contractual cash flows on each instrument at the currentmarket rate for those borrowings, which we approximate based on the rate at which we would expect to incur a replacement instrument on the date ofacquisition, and recognize any fair value adjustments related to long-term debt as effective yield adjustments over the remaining term of the instrument. Impairment of Long-Lived and Intangible Assets We periodically evaluate our long-lived assets, primarily consisting of investments in real estate, for impairment indicators. If indicators ofimpairment are present, we evaluate the carrying value of the related real estate investments in relation to the future undiscounted cash flows of theunderlying operations. In performing this evaluation, we consider market conditions and our current intentions with respect to holding or disposing of theasset. We adjust the net book value of properties and other long-lived assets to fair value if the sum of the expected future undiscounted cash flows,including sales proceeds, is less than book value. We recognize an impairment loss at the time we make any such determination. If impairment indicators arise with respect to intangible assets with finite useful lives, we evaluate impairment by comparing the carrying amountof the asset to the estimated future undiscounted net cash flows expected to be generated by the asset. If estimated future undiscounted net cash flowsare less than the carrying amount of the asset, then we estimate the fair value of the asset and compare the estimated fair value to the intangibleasset’s carrying value. We recognize any shortfall from carrying value as an impairment loss in the current period. We evaluate our investments in unconsolidated entities for impairment at least annually, and whenever events or changes in circumstancesindicate that the carrying value of our investment may exceed its fair value. If we determine that a decline in the fair value of our investment in anunconsolidated entity is other-than-temporary, and if such reduced fair value is below the carrying value, we record an impairment. 107
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS We test goodwill for impairment at least annually, and more frequently if indicators of impairment arise. We first assess qualitative factors, suchas current macroeconomic conditions, state of the equity and capital markets and our overall financial and operating performance, to determine thelikelihood that the fair value of a reporting unit is less than its carrying amount. If we determine it is more likely than not that the fair value of a reportingunit is less than its carrying amount, we proceed with estimating the fair value of the operating unit. A goodwill impairment, if any, will be recognized inthe period it is determined and is measured as the amount by which a reporting unit’s carrying value exceeds its fair value. Estimates of fair value used in our evaluation of goodwill (if necessary based on our qualitative assessment), investments in real estate,investments in unconsolidated entities and intangible assets are based upon discounted future cash flow projections or other acceptable valuationtechniques that are based, in turn, upon all available evidence including level three inputs, such as revenue and expense growth rates, estimates offuture cash flows, capitalization rates, discount rates, general economic conditions and trends, or other available market data such as replacement costor comparable sales. Our ability to accurately predict future operating results and cash flows and to estimate and determine fair values impacts thetiming and recognition of impairments. While we believe our assumptions are reasonable, changes in these assumptions may have a material impact onour financial results. Assets Held for Sale We sell properties from time to time for various reasons, including favorable market conditions or the exercise of purchase options by tenants.We classify certain long-lived assets as held for sale once the criteria, as defined by GAAP, have been met. Long-lived assets to be disposed of arereported at the lower of their carrying amount or fair value minus cost to sell and are no longer depreciated. If at any time we determine that the criteria for classifying assets as held for sale are no longer met, in the period in which a change inclassification is determined, we reclassify the assets within Net real estate property on our Consolidated Balance Sheets measured at the lower of fairvalue and the carrying amount of the assets prior to the held for sale determination adjusted for any depreciation expense that would have beenrecognized had the assets been continuously classified as net real estate investments. Loans Receivable We record loans receivable, other than those acquired in connection with asset acquisition, on our Consolidated Balance Sheets (either inSecured loans receivable and investments, net or Other assets, in the case of non-mortgage loans receivable) at the unpaid principal balance, net ofany deferred origination fees, purchase discounts or premiums and valuation allowances. We amortize net deferred origination fees, which arecomprised of loan fees collected from the borrower net of certain direct costs, and purchase discounts or premiums over the contractual life of the loanusing the effective interest method and immediately recognize in income any unamortized balances if the loan is repaid before its contractual maturity. We evaluate a current estimate of all expected credit losses over the life of a financial instrument, which may result in recognition of creditlosses on loans and other financial instruments before an actual event of default. We evaluate the collectability of our loans receivable based on acombination of credit quality indicators, including, but not limited to, payment status, financial strength of the borrower and guarantors, historical loanwrite-offs, and nature, extent and value of the underlying collateral. We establish reserves for any estimated credit losses with a corresponding chargeto Allowance on loans receivable and investments in our Consolidated Statements of Income. Subsequent changes in our estimate of credit losses mayresult in a corresponding increase or decrease to Allowance on loans receivable and investments in our Consolidated Statements of Income. 108
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Cash Equivalents Cash equivalents consist of highly liquid investments with original maturity date of three months or less when purchased. These investments arestated at cost, which approximates fair value. Escrow Deposits and Restricted Cash Escrow deposits consist of amounts held by us or our lenders to provide for future real estate tax, insurance expenditures and tenantimprovements related to our properties and operations. Restricted cash generally represents amounts paid to us for security deposits and other similarpurposes. Deferred Financing Costs We amortize deferred financing costs, which are reported as a reduction to Senior notes payable and other debt on our Consolidated BalanceSheets, as a component of interest expense over the terms of the related borrowings using a method that approximates a level yield. Amortization ofapproximately $29.6 million, $28.9 million and $23.2 million were included in Interest expense for the years ended December 31, 2025, 2024 and 2023,respectively. Available for Sale Securities We record our available for sale securities at fair value and include unrealized gains and losses in stockholders’ equity as a component ofAccumulated other comprehensive loss on our Consolidated Balance Sheets. If we determine that a credit loss exists with respect to individualinvestments, we will recognize an allowance against the amortized cost basis of the investment with a corresponding charge to net income (inAllowance on loans receivable and investments) in our Consolidated Statements of Income. Income from available for sale securities is recognizedwhen earned and gains or losses on securities sold, which are based on the specific identification method, and reported in Income from loans andinvestments in our Consolidated Statements of Income. Derivative Instruments We recognize all derivative instruments in Other assets or Accounts payable and other liabilities on our Consolidated Balance Sheets at fairvalue as of the reporting date. We recognize changes in the fair value of derivative instruments designated as cash flow hedges, which are primarilyused to hedge interest rate risk, in Accumulated other comprehensive loss on our Consolidated Balance Sheets, and are amortized over the life of therelated debt to Interest expense in our Consolidated Statements of Income. We do not use our derivative financial instruments, including interest rate caps, interest rate swaps, foreign currency forward contracts andstock warrants, for trading or speculative purposes. Our foreign currency forward contracts and certain of our interest rate swaps (including the interestrate swap contracts of consolidated and unconsolidated joint ventures) are designated as effectively hedging the variability of expected cash flowsrelated to their underlying securities and, therefore, also are recorded on our Consolidated Balance Sheets at fair value, with changes in the fair value ofthese instruments recognized in Accumulated other comprehensive loss on our Consolidated Balance Sheets. We recognize any noncontrollinginterests’ proportionate share of the changes in fair value of swap contracts of our consolidated joint ventures in 109
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Noncontrolling interests on our Consolidated Balance Sheets. We recognize our proportionate share of the change in fair value of swap contracts of ourunconsolidated joint ventures in Accumulated other comprehensive loss on our Consolidated Balance Sheets. Certain of our other interest rate swapsand rate caps were not designated as having a hedging relationship with the underlying securities and therefore do not meet the criteria for hedgeaccounting under GAAP. Accordingly, these derivative instruments are recorded on our Consolidated Balance Sheets at fair value, and changes in thefair value of these instruments are recognized in Interest expense in our Consolidated Statements of Income. Fair Values of Financial Instruments Fair value is a market-based measurement, not an entity-specific measurement, and we determine fair value based on the assumptions that weexpect market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair valuemeasurements, GAAP establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtainedfrom sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’sown assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The fair value hierarchy is as follows: • Level 1 inputs - Unadjusted quoted prices for identical assets or liabilities in active markets that we have the ability to access. • Level 2 inputs - Inputs other than quoted prices included in Level 1 that are directly or indirectly observable for the asset or liability. Level 2 inputs mayinclude quoted prices for similar assets and liabilities in active markets and other inputs for the asset or liability that are observable at commonlyquoted intervals, such as interest rates, foreign exchange rates and yield curves. • Level 3 inputs - Unobservable inputs for the asset or liability, which typically are based on our own assumptions, because there is little, if any, relatedmarket activity. If the determination of the fair value measurement is based on inputs from different levels of the hierarchy, the level within which the entire fairvalue measurement falls is the lowest-level input that is significant to the fair value measurement in its entirety. If the volume and level of market activityfor an asset or liability has decreased significantly relative to the normal market activity for such asset or liability (or similar assets or liabilities), thentransactions or quoted prices may not accurately reflect fair value. In addition, if there is evidence that a transaction for an asset or liability is not orderly,little, if any, weight is placed on that transaction price as an indicator of fair value. Our assessment of the significance of a particular input to the fairvalue measurement in its entirety requires judgment and considers factors specific to the asset or liability. We use the following methods and assumptions in estimating the fair value of our financial instruments whose fair value is determined on arecurring basis. • Cash and cash equivalents - The carrying amount of unrestricted cash and cash equivalents reported on our Consolidated Balance Sheetsapproximates fair value due to the short maturity of these instruments. • Escrow deposits and restricted cash - The carrying amount of escrow deposits and restricted cash reported on our Consolidated Balance Sheetsapproximates fair value due to the short maturity of these instruments. • Loans receivable and investments - We estimate the fair value of loans receivable and investments using Level 2 and Level 3 inputs, includingunderlying asset performance and credit quality. We discount future cash flows 110
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS using current interest rates at which similar loans with the same terms and length to maturity would be made to borrowers with similar credit ratings. • Available for sale securities - We estimate the fair value of marketable debt securities using Level 2 inputs. We observe quoted prices for similarassets or liabilities in active markets that we have the ability to access. We consider credit spreads, underlying asset performance and credit quality,default rates and confirmed settlement amounts at maturity. • Derivative instruments - We estimate the fair value of certain derivative instruments, including interest rate caps, interest rate swaps, and foreigncurrency forward contracts using Level 2 inputs. • Interest rate caps - We observe forward yield curves and other relevant information. • Interest rate swaps - We observe alternative financing rates derived from market-based financing rates, forward yield curves and discount rates. • Foreign currency forward contracts - We estimate the future values of the two currency tranches using forward exchange rates that are based ontraded forward points and calculate a present value of the net amount using a discount factor based on observable traded interest rates. • Stock warrants - We estimate the fair value of stock warrants representing a financial interest in a private entity based on Level 3 inputs that reflectsignificant assumptions including underlying enterprise value, market volatility, duration, dividend rate and risk-free rate. • Senior notes payable and other debt - We estimate the fair value of senior notes payable and other debt using Level 2 inputs. We discount the futurecash flows using current interest rates at which we could obtain similar borrowings. For mortgage debt, we may estimate fair value using Level 3inputs, similar to those used in determining fair value of loans receivable (above). • Redeemable OP unitholder interests - We estimate the fair value of our redeemable OP unitholder interests using Level 1 inputs. We base fair valueon the closing price of our common stock, as OP Units may be redeemed at the election of the holder for cash or, at our option, shares of ourcommon stock, subject to adjustment in certain circumstances. Revenue Recognition NNN and OM&R In accordance with Accounting Standards Codification (“ASC”) 842, Leases (“ASC 842”), we recognize rental revenue for operating leasearrangements when the tenant takes possession or controls the physical leased asset. Certain of our triple-net leases and most of our outpatientmedical buildings and research centers’ (collectively, “outpatient medical and research portfolio”) leases provide for periodic and determinable increasesin base rent. We recognize base rental revenues under these leases on a straight-line basis over the applicable lease term when collectability ofsubstantially all rents is probable. Recognizing rental income on a straight-line basis generally results in recognized revenues during the first half of alease term exceeding the cash amounts contractually due from our tenants, creating a straight-line rent receivable that is included in Other assets onour Consolidated Balance Sheets. At December 31, 2025 and 2024, this cumulative excess totaled $250.8 million and $202.7 million, respectively(excluding properties classified as held for sale). Certain of our leases provide for periodic increases in base rent only if certain revenue parameters or other substantive contingencies are met.We recognize the increased rental revenue under these leases as the related parameters or contingencies are met, rather than on a straight-line basisover the applicable lease term. 111
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS We assess the probability of collecting substantially all rents under our leases based on several factors, including, among other things, paymenthistory, the financial strength of the tenant and any guarantors, the historical operations and operating trends of the property, the historical paymentpattern of the tenant, the type of property, the value of the underlying collateral, if any, expected future performance of the property and currenteconomic conditions. If our evaluation of these factors indicates it is not probable that we will be able to collect substantially all rents under the lease, werecord a charge to rental income. If we change our conclusions regarding the probability of collecting rent payments required by a lease, we mayrecognize adjustments to rental income in the period we make such change in our conclusions. We are also entitled to receive reimbursements from our tenants for various property operating costs that we pay on their behalf. We haveelected the practical expedient for lessors to account for the lease and non-lease components as a single component pursuant to ASC 842 when thelease component is predominant, the timing and pattern of transfer are the same, and the lease component, if separately accounted for, would betreated as an operating lease. Accordingly, the reimbursements from tenants are recognized as variable lease payments when earned and thecorresponding property-level operating costs are expensed when incurred. SHOP Our resident agreements are accounted for as operating leases under ASC 842. Resident leases within our SHOP reportable segment alsocontain service elements. We elected the practical expedient to account for our resident leases as a single lease component and recognize residentfees and services, other than move-in fees and certain rent incentives, monthly as services are provided. We recognize move-in fees and certain rentincentives on a straight-line basis over the average resident stay. Other We provide various services to our unconsolidated real estate entities in exchange for fees and reimbursements, which are determined inaccordance with the terms specific to each arrangement. We recognize these fees as we provide the services. We may also earn promote revenue within the VIM platform related to the Ventas Fund, a perpetual life investment vehicle focused oninvestments in research centers, outpatient medical buildings and senior housing communities in North America. Within the Ventas Fund, promoterevenue is generally based on the Ventas Fund’s cumulative returns over three-year performance periods. The promote revenue is based on operatingperformance and real estate valuation of the portfolio, including highly variable inputs such as capitalization rates, market rents, and interest rates. Asthe asset appreciation is an important driver of the promote and the key inputs in the valuation process can change, we generally recognize promoterevenues at or near the end of the performance period. We include these revenues as a component of Third-party capital management revenues in ourConsolidated Statements of Income. We may also earn promote revenues within the VIM platform related to our other investment vehicles. Within these other investment vehicles,promote revenues are generally earned after our partners have received distributions sufficient to provide a specified rate of return on their investedcapital. We recognize interest income from loans receivable and investments, including discounts and premiums, using the effective interest methodwhen collectability is reasonably assured. We apply the effective interest method on a loan-by-loan basis and recognize discounts and premiums asyield adjustments over the related loan term. We recognize interest income on loans with an allowance on a cash basis. 112
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Accounting for Leased Property We lease real property, primarily land and corporate office space, and equipment. At lease inception, we establish an operating lease asset andoperating lease liability, calculated as the present value of future minimum lease payments on our Consolidated Balance Sheets. As our leases do notprovide an implicit rate, we use a discount rate that approximates our incremental borrowing rate available at lease commencement to determine thepresent value. Our lease expense primarily consists of ground and corporate office leases. Ground lease expense is included in Interest expense andcorporate office lease expense is included in General, administrative and professional fees in our Consolidated Statements of Income. Accounting for Foreclosed Properties We may receive properties pursuant to a foreclosure, deed in lieu of foreclosure or other legal action in full or partial settlement of loansreceivable by taking legal title or physical possession of the properties. We refer to such actions as a “foreclosure” and to such properties as “foreclosedproperties.” We account for foreclosed properties received in settlement of loans receivable in accordance with ASC 310, Receivables. Foreclosed realestate received in full or partial satisfaction of a loan and any debt assumed upon foreclosure is recorded at fair value at the time of foreclosure. If theamortized cost basis in the loan exceeds the fair value of the collateral received, the difference is recorded as an allowance on loans receivable andinvestments in the Consolidated Statements of Income. Conversely, if the fair value of the collateral received is higher than the amortized cost basis inthe loan, the difference, less the fair value of any debt assumed, less the principal amount of the loan receivable (after the reversal of previouslyrecorded allowances), and net of working capital assumed and transaction costs, is recorded as a Gain on foreclosure of real estate in our ConsolidatedStatements of Income. Exchangeable Senior Notes We account for our exchangeable senior notes in accordance with ASC 470-20, Debt - Debt with Conversion and Other Options (after theadoption of Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives andHedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU2020-06”)). We evaluate the exchange features embedded in our exchangeable senior notes in accordance with ASC 815, Derivatives and Hedging.ASC 815 requires embedded derivatives to be separated from their host non-derivative contracts and accounted for as free-standing derivative financialinstruments if, and only if, each of the following three criteria is met: (a) the economic characteristics and risks of the embedded derivative instrumentare not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both theembedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable GAAP with changes in fair valuereported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered aderivative instrument. Certain contracts that involve an entity’s own equity are explicitly exempted from the requirements of ASC 815. Stock-Based Compensation We recognize share-based payments to employees and directors, including grants of restricted stock and restricted stock units (includingservice-based and performance-based awards), included in General, administrative and professional fees in our Consolidated Statements of Incomegenerally on a straight-line basis over the requisite service period based on the grant date fair value of the award. Forfeitures of share-based awardsare recognized as they occur. 113
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Transaction, Transition and Restructuring Costs Transaction, transition and restructuring costs include expenses relating to mergers, acquisitions and investments; expenses relating tostrategic transactions, such as spin-offs, joint ventures, partnerships, significant lease and management agreement transactions and similararrangements; transition and integration expenses incurred by properties that have undergone operator or business model transitions; and expensesrelating to organizational and other restructuring activities. Other Expense Other expense includes the changes in fair value of certain derivative instruments, net expenses or recoveries related to significant disruptiveevents and other expenses or income. Gain on Real Estate Dispositions We recognize a Gain on real estate disposition when we transfer control of a property and when it is probable that we will collect substantiallyall of the related consideration. Federal Income Tax We have elected to be treated as a REIT under the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), forevery year beginning with the year ended December 31, 1999. Accordingly, we generally are not subject to federal income tax on net income that wedistribute to our stockholders, provided that we continue to qualify as a REIT. However, with respect to certain of our subsidiaries that have elected to betreated as taxable REIT subsidiaries (“TRS” or “TRS entities”), we record income tax expense or benefit, as those entities are subject to federal incometax similar to regular corporations. Certain foreign subsidiaries are subject to foreign income tax, although they did not elect to be treated as TRSs. We account for deferred income taxes using the asset and liability method and recognize deferred tax assets and liabilities for the expectedfuture tax consequences of events that have been included in our financial statements or tax returns. Under this method, we determine deferred taxassets and liabilities based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect forthe year in which the differences are expected to reverse. Any increase or decrease in the deferred tax liability that results from a change incircumstances, and that causes us to change our judgment about expected future tax consequences of events, is included in the tax provision whensuch changes occur. Deferred income taxes also reflect the impact of operating loss and tax credit carryforwards. A valuation allowance is provided ifwe believe it is more likely than not that all or some portion of the deferred tax asset will not be realized. Any increase or decrease in the valuationallowance that results from a change in circumstances, and that causes us to change our judgment about the realizability of the related deferred taxasset, is included in the tax provision when such changes occur. We recognize the tax benefit from an uncertain tax position claimed or expected to be claimed on a tax return only if it is more likely than notthat the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized inthe financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realizedupon ultimate settlement. We recognize interest and penalties, if applicable, related to uncertain tax positions as part of Income tax benefit in ourConsolidated Statements of Income. 114
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Foreign Currency Certain of our subsidiaries’ functional currencies are the local currencies of their respective foreign jurisdictions. We translate the results ofoperations of our foreign subsidiaries into U.S. dollars using average rates of exchange in effect during the period, and we translate balance sheetaccounts using exchange rates in effect at the end of the period. We record the resulting currency translation adjustments in Accumulated othercomprehensive income, a component of Stockholders’ Equity, on our Consolidated Balance Sheets, and we record foreign currency transaction gainsand losses in Other expense (income) in our Consolidated Statements of Income. We recognize any noncontrolling interests’ proportionate share ofcurrency translation adjustments of our foreign consolidated joint ventures in Noncontrolling interests on our Consolidated Balance Sheets. Segment Reporting As of December 31, 2025, we operated through three reportable segments: SHOP, OM&R and NNN. In our SHOP segment, we own and investin senior housing communities and engage operators to operate those communities. In our OM&R segment, we primarily acquire, own, develop, leaseand manage outpatient medical buildings and research centers. In our NNN segment, we invest in and own senior housing communities, skilled nursingfacilities (“SNFs”), long-term acute care facilities (“LTACs”), freestanding inpatient rehabilitation facilities (“IRFs”) and other healthcare facilities andlease the properties in our NNN segment to tenants under triple-net or absolute-net leases that obligate the tenants to pay all property-relatedexpenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures. See “Note 18 – Segment Information.” Recent Accounting Standards In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate RelatedDisclosures for Investors, which requires registrants to disclose climate-related information in registration statements and annual reports. The new rulewould be effective for annual reporting periods beginning in fiscal year 2025. In April 2024, the SEC exercised its discretion to stay this rule and,subsequently, in March 2025, the SEC voted to end its defense of the rule against certain legal challenges. We are monitoring the ongoing judicialreview of these legal challenges to determine the impact, if any, of the rule on our Consolidated Financial Statements. On November 4, 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“DISE”), which requires disaggregateddisclosure of income statement expenses for public business entities (“PBEs”). ASU 2024-03 requires PBEs to include footnote disclosure thatdisaggregates, in a tabular presentation, each relevant expense caption on the face of the income statement that includes certain natural expensesrelevant to the Company, such as (i) employee compensation, (ii) depreciation and (iii) intangible asset amortization. The tabular disclosure must alsoinclude certain other expenses, when applicable. The ASU does not change the expense captions an entity presents on the face of the incomestatement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financialstatements. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning afterDecember 15, 2027. The requirements will be applied prospectively with the option for retrospective application. We are evaluating the impact ofadopting ASU 2024-03 on our Consolidated Financial Statements. 115
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 – CONCENTRATION OF CREDIT RISK We use total revenues and total NOI in assessing our concentration of credit risk. See “Non-GAAP Financial Measures” included elsewhere inthis Annual Report for additional disclosure and a reconciliation of Net income attributable to common stockholders, as computed in accordance withGAAP, to total NOI. We are exposed to the credit risk of our tenants in our NNN and OM&R segments because those tenants are obligated to pay us rent and, incertain instances, pay or reimburse us for some or all property-related expenses, including utilities, real estate taxes, insurance, repairs andmaintenance, cleaning, roads and grounds expense and other expenses. Because we engage independent managers to manage the properties in ourSHOP segment in exchange for a management fee, we are not directly exposed to their credit risk in the same manner or to the same extent as thetenants in our NNN and OM&R segments. Our consolidated properties were located in 48 states, the District of Columbia, seven Canadian provinces and the United Kingdom as ofDecember 31, 2025, with properties in one state (California) accounting for more than 10% of our total revenues and NOI for each of the years endedDecember 31, 2025, 2024 and 2023. The following table summarizes certain information about our credit risk concentration for our NNN and OM&R segments: For the Years Ended December 31, 2025 2024 2023 Contribution as a Percentage of Total Revenues: Brookdale 2.6 % 3.1 % 3.3 % Ardent 2.6 3.1 3.3 Kindred 2.4 2.8 2.9 Contribution as a Percentage of Total NOI: Brookdale 6.2 % 7.2 % 7.7 % Ardent 6.4 7.3 7.6 Kindred 5.8 6.7 6.9 ______________________________ For all periods presented, includes 121 senior housing properties in our NNN segment leased to Brookdale, including 56 properties for which the lease expired on orbefore December 31, 2025 (the “Brookdale Conversion and Sale Communities”). In connection therewith, (i) 42 of the Brookdale Conversion and Sale Communitieswere converted to our SHOP segment during 2025, with the revenues and NOI for those properties included in the above table through the date of conversion, (ii) 3of the Brookdale Conversion and Sale Communities were converted to our SHOP segment on January 1, 2026, (iii) 2 of the Brookdale Conversion and SaleCommunities were sold during 2025, with the revenues and NOI for those properties included in the above table through the date of sale and (iv) 9 of the BrookdaleConversion and Sale Communities were held for sale as of December 31, 2025. As a result of foregoing, Brookdale is not expected to constitute a significantpercentage of our total revenues or total NOI in 2026 and thereafter. All of our Brookdale and Kindred rent and substantially all of our Ardent rent are guaranteed by their respective corporate parents. Lease Income (1) (1) (1) 116
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Rental income from our NNN and OM&R operating leases consists of fixed and variable lease payments. The variable payments primarilyrepresent (i) amounts that certain tenants pay to reimburse us for property-level operating expenses that we pay on their behalf and (ii) percentage rent,which is a rental charge typically based on certain tenants' gross revenue. Substantially all of the resident fees and services earned from our SHOPsegment represent fixed income from operating leases and have not been included in the table below. The following table summarizes rental income from our NNN and OM&R operating leases (dollars in thousands): For the Years Ended December 31, 2025 2024 2023 Fixed income from operating leases $ 1,239,098 $ 1,251,042 $ 1,241,075 Variable income from operating leases 257,569 245,898 245,326 Future Contractual Rents The following table sets forth the minimum lease payments under the existing lease for all of our consolidated triple-net and outpatient medicaland research building leases as of December 31, 2025 (excluding properties classified as held for sale as of December 31, 2025, dollars in thousands): Ardent Kindred Other Total 2026 $ 155,868 $ 134,460 $ 812,119 $ 1,102,447 2027 154,720 134,460 744,314 1,033,494 2028 154,720 116,245 642,566 913,531 2029 154,720 107,137 554,340 816,197 2030 154,720 47,962 474,358 677,040 Thereafter 704,638 68,902 1,750,382 2,523,922 Total $ 1,479,386 $ 609,166 $ 4,978,079 $ 7,066,631 NOTE 4 – ACQUISITIONS OF REAL ESTATE PROPERTY We acquire and invest in senior housing, outpatient medical buildings, research centers and other healthcare properties primarily to achieve anexpected yield on our investment, to grow and diversify our portfolio and revenue base and to reduce our dependence on any single manager or tenant,geographic location, asset type, business model or revenue source. Each of our acquisitions disclosed below was accounted for as an asset acquisition. 117
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2026 Acquisitions In January and February 2026 we acquired 26 senior housing communities reported within our SHOP segment for $842.2 million. 2025 Acquisitions During the year ended December 31, 2025, we acquired 52 senior housing communities reported within our SHOP segment for an aggregatepurchase price of $2.3 billion. 2024 Acquisitions During the year ended December 31, 2024, we acquired 50 senior housing communities reported within our SHOP segment and five long-termacute care facilities (“LTACs”) reported within our NNN segment for an aggregate purchase price of $1.9 billion. NOTE 5 – DISPOSITIONS, ASSETS HELD FOR SALE AND IMPAIRMENTS 2025 Activity During the year ended December 31, 2025, we sold three senior housing communities in our SHOP segment, six properties in our OM&Rsegment and 14 properties in our NNN segment for aggregate consideration of $223.2 million and recognized $17.8 million in Gain on real estatedispositions in our Consolidated Statements of Income. In June 2025, an existing tenant exercised a legally binding and non-cancellable option to purchase 12 OM&R properties in June 2026. Thistransaction was 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 estatedisposition. Interest income from the sales-type lease receivable will be recognized over the remaining lease term. Subsequently, an amendment wasexecuted to settle the lease receivable and terminate the lease in December 2025. 2024 Activity During the year ended December 31, 2024, we sold 19 senior housing communities in our SHOP segment, 12 outpatient medical buildings (oneof which was vacant) in our OM&R segment and 24 properties in our NNN segment for aggregate consideration of $315.1 million and recognized$57.0 million in Gain on real estate dispositions in our Consolidated Statements of Income. 118
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023 Activity During the year ended December 31, 2023, we sold seven communities in our SHOP segment, 10 properties in our OM&R segment, nineproperties in our NNN segment and two land parcels for aggregate consideration of $399.5 million and recognized $62.1 million in Gain on real estatedispositions in our Consolidated Statements of Income. Assets Held for Sale The table below summarizes our real estate assets and liabilities classified as held for sale reported on our Consolidated Balance Sheets(dollars in thousands): As of December 31, 2025 As of December 31, 2024 SegmentProperties Held forSale Assets Held forSale Liabilities Related toAssetsHeld for Sale SegmentProperties Held forSale Assets Held forSale Liabilities Related toAssetsHeld for Sale SHOP 6 $ 20,337 $ 2,786 2 $ 18,612 $ 2,158 OM&R — 468 130 — 13 568 NNN 10 22,188 1,116 — — — Total 16 $ 42,993 $ 4,032 2 $ 18,625 $ 2,726 ______________________________ Balances relate to the unsettled working capital related to properties sold during the year. Real Estate Impairments For the year ended December 31, 2025, we recognized impairments of $96.2 million comprising of $35.2 million, $57.3 million and $3.7 millionimpairments in our SHOP, OM&R and NNN segments, respectively. For the year ended December 31, 2024, we recognized impairments of $86.0million comprising of $43.8 million, $1.5 million and $40.7 million impairments in our SHOP, OM&R and NNN segments, respectively. For the year endedDecember 31, 2023, we recognized impairments of $226.6 million comprising of $190.5 million, $19.2 million and $16.9 million impairments in ourSHOP, OM&R and NNN segments, respectively. The impairments are recorded primarily as a component of Depreciation and amortization in ourConsolidated Statements of Income. The impairments recorded were primarily a result of a change in our intent to hold or a change in the expectedfuture cash flows of the impaired assets. (1) (1) 119
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 6 – LOANS RECEIVABLE AND INVESTMENTS, NET As of December 31, 2025 and 2024, we held $164.7 million and $173.0 million, respectively, of loans receivable and investments, net ofallowance, which are comprised of secured loans receivable and investments, net and non-mortgage loans receivable, net and relate to senior housingand healthcare operators or properties. Secured loans receivable and investments, net generally consist of sales-type lease receivables and loans thatare primarily collateralized by a mortgage, a leasehold mortgage or an assignment or pledge of equity interest in entities that primarily own real estate.Non-mortgage loans receivable, net, are generally corporate loans that are collateralized primarily by non-real estate related collateral or are unsecured. The following is a summary of our loans receivable and investments, net (dollars in thousands): Amortized CostAllowance CarryingAmount Fair Value As of December 31, 2025: Net real estate investments Secured loans receivable and investments, net $ 143,913 $ — $ 143,913 $ 146,364 Other assets Non-mortgage loans receivable, net 24,062 (3,235) 20,827 20,432 Total loans receivable and investments, net $ 167,975 $ (3,235) $ 164,740 $ 166,796 As of December 31, 2024: Net real estate investments Secured loans receivable and investments, net $ 144,872 $ — $ 144,872 $ 146,229 Other assets Non-mortgage loans receivable, net 31,939 (3,810) 28,129 27,640 Total loans receivable and investments, net $ 176,811 $ (3,810) $ 173,001 $ 173,869 ______________________________ Includes $0.8 million and $1.4 million of sales-type lease receivables as of December 31, 2025 and 2024, respectively. Loans receivable and investments, net have contractual maturities ranging from 2026 to 2041. 2024 Activity In September 2024, we provided new secured debt financing of $109.0 million to the owner of a senior housing property, secured by the assetand with additional credit support. The loan provides us with a right of first offer to purchase the asset on certain terms and conditions. The loan had a 3-year term and bore interest at a variable rate based on one-month SOFR, subject to a floor of 4.50%, plus a spread of 5.75%, which increased to 6.00%commencing October 1, 2025. (1) (2) (1) (2) (1) (2) 120
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 7 – INVESTMENTS IN UNCONSOLIDATED ENTITIES We report investments in unconsolidated entities over whose operating and financial policies we have the ability to exercise significant influenceunder the equity method of accounting. Our investments in unconsolidated entities include investments in both real estate entities and operating entitiesas described further below. We periodically evaluate our investments in unconsolidated entities for indicators of an other-than-temporary impairment. Nosignificant impairments were recognized for our investments in unconsolidated entities during the years ended December 31, 2025, 2024 and 2023. Investments in Unconsolidated Real Estate Entities Below is a summary of our investments in unconsolidated real estate entities, including through VIM, as of December 31, 2025 and 2024,respectively (dollars in thousands): Ownership as of December 31, Carrying Amountas of December 31, 2025 2024 2025 2024 Investments in unconsolidated real estate entities: Ventas Fund 20.1% 20.0% $ 288,469 $ 267,202 Pension Fund Joint Venture 25.0% 25.0% 6,200 11,939 Research & Innovation Development Joint Venture 53.0% 53.0% 282,512 309,499 Ventas Investment Management platform 577,181 588,640 Atrium Health & Wake Forest Joint Venture 51.0% 48.5% 39,809 36,881 All other 34.0%-37.5% 34.0%-37.5% 581 601 Total Investments in unconsolidated real estate entities $ 617,571 $ 626,122 ______________________________ The entities in which we have an ownership interest may have less than a 100% interest in the underlying real estate. The ownership percentages in the table reflectour interest in the entities. Joint venture members, including us in some instances, have equity participation rights based on the underlying performance of theinvestments, which could result in non-pro rata distributions. Includes investments in parking structures and other de minimis investments in unconsolidated real estate entities. During the year ended December 31, 2025, the Ventas Fund, an equity method investee, acquired three senior housing communities and twooutpatient medical buildings for an aggregate purchase price of $279.5 million. During the year ended December 31, 2025, the Pension Fund Joint Venture, an equity method investee, sold five senior housing communitiesfor aggregate consideration of $302.5 million. We provide various services to our unconsolidated real estate entities in exchange for fees and reimbursements. Total management feesearned in connection with these services were $15.7 million, $15.5 million and $14.7 million for the years ended December 31, 2025, 2024 and 2023,respectively. Such amounts, along with any promote revenue, are included in Third-party capital management revenues in our Consolidated Statementsof Income. (1) (2) (1) (2) 121
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Investments in Unconsolidated Operating Entities We own investments in unconsolidated operating entities such as Atria and Ardent, which are included within Other assets on our ConsolidatedBalance Sheets. As of December 31, 2025, we held a 34% ownership interest in Atria, which entitles us to customary minority rights and protections, includingthe right to appoint two members to the Atria Board of Directors. As of December 31, 2025, we held an approximately 6.6% ownership interest in Ardent. One of our executive officers is currently a member ofthe Ardent Board of Directors. We have the right (but not the obligation) to nominate one member of the Ardent Board of Directors for so long as webeneficially own 4% or more of the total voting power of the outstanding common stock of Ardent, pursuant to our nomination agreement with Ardent.Following Ardent’s initial public offering, which was consummated in July 2024, our equity stake in Ardent decreased from the issuance of primaryshares from 7.5% to approximately 6.7%, which resulted in a gain of $8.7 million for the year ended December 31, 2024, which is included in Incomefrom unconsolidated entities in our Consolidated Statements of Income. Pursuant to Rule 3-09 and Rule 4-08(g) of Regulation S-X under the Securities Act, we are required to present summarized financial informationof the combined accounts of our unconsolidated entities accounted for by the equity method. The following table summarizes the combined unauditedfinancial information of our equity method investments, based on the most recent financial information available to us as of the respective reportingdates and periods (dollars in thousands): As of December 31, 2025 2024 Total assets $ 9,991,116 $ 9,813,724 Total liabilities 6,228,827 6,168,639 Total noncontrolling interests 505,869 582,678 Total equity, net of noncontrolling interests 3,256,420 3,062,405 For the Years Ended December 31, 2025 2024 2023 Total revenues $ 7,410,454 $ 7,121,808 $ 6,526,010 Total pre-tax income 181,408 313,313 43,100 Net income (loss) attributable to common stockholders 154,013 196,984 (44,313) 122
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 8 – INTANGIBLES The following is a summary of our intangibles (dollars in thousands): As of December 31, 2025 As of December 31, 2024 Balance Weighted AverageRemainingAmortizationPeriod in Years Balance Weighted AverageRemainingAmortizationPeriod in Years Intangible assets: Above-market lease intangibles $ 120,178 4.0 $ 124,515 4.3 In-place lease and other real estate intangibles 1,560,389 7.0 1,434,236 8.4 Acquired lease intangibles 1,680,567 1,558,751 Goodwill 1,046,072 n/a 1,044,915 n/a Other intangibles 41,261 48.0 41,190 24.4 Accumulated amortization (1,374,077) n/a (1,286,374) n/a Net intangible assets $ 1,393,823 8.1 $ 1,358,482 8.8 Intangible liabilities: Below-market lease intangibles $ 246,153 13.1 $ 269,572 7.0 Other lease intangibles 13,498 n/a 13,498 n/a Accumulated amortization (198,762) n/a (211,441) n/a Purchase option intangibles 3,568 n/a 3,568 n/a Net intangible liabilities $ 64,457 13.1 $ 75,197 7.0 ______________________________ Amortization of above- and below-market lease intangibles is recorded as a decrease and an increase to revenues, respectively, in our Consolidated Statements ofIncome. Amortization of intangibles is recorded in Depreciation and amortization in our Consolidated Statements of Income. n/a—not applicable During the year ended December 31, 2025, we acquired $209.5 million of intangible assets as part of our real estate acquisitions, consistingprimarily of in-place lease intangibles, with a weighted average amortization period of 3.5 years at acquisition date. During the year ended December31, 2024, we acquired $159.8 million of intangible assets as part of our real estate acquisitions, consisting primarily of in-place lease intangibles, with aweighted average amortization period of 6.3 years at acquisition date. Other intangibles (including non-compete agreements, trade names and trademarks) are included in Other assets on our Consolidated BalanceSheets. Net intangible liabilities are included in Accounts payable and other liabilities on our Consolidated Balance Sheets. For the years endedDecember 31, 2025, 2024 and 2023, our net amortization related to these intangible assets and liabilities was $48.9 million, $80.8 million and $111.2million, respectively. (1) (2) (2) (1) (1) (2) 123
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following is a summary of the estimated net amortization related to these intangible assets and liabilities for each of the next five years(dollars in thousands): Estimated Net Amortization 2026 $ 140,500 2027 46,500 2028 21,000 2029 10,500 2030 9,100 The table below reflects the carrying amount of goodwill, by segment, as of December 31, 2025 (dollars in thousands): Goodwill OM&R $ 466,967 NNN 319,569 SHOP 259,536 Total goodwill $ 1,046,072 There were no significant changes in the allocation of goodwill or any impairments during the years ended December 31, 2025, 2024 and 2023. 124
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 9 – OTHER ASSETS The following is a summary of our Other assets (dollars in thousands): As of December 31, 2025 2024 Straight-line rent receivables $ 250,833 $ 202,675 Deferred lease costs, net 163,481 145,973 Accounts receivable, net 99,872 108,138 Investment in unconsolidated operating entities 100,614 95,623 Prepaid assets 81,389 71,786 Non-mortgage loans receivable, net 20,827 28,129 Other intangibles, net 10,681 11,513 Other 97,832 128,826 Total Other assets $ 825,529 $ 792,663 ______________________________ Allowance for doubtful accounts as of December 31, 2025 and 2024 were $71.5 million and $70.3 million, respectively. The balance as of December 31, 2025 included, among other items, stock warrants exercisable at any time prior to September 13, 2034 for 9.9% of the commonequity of a parent company of Kindred Healthcare, LLC (together with its subsidiaries, “Kindred”) at the pre-transaction value of such common equity (the “ScionWarrants”). The balance as of December 31, 2024 included, among other items, the Scion Warrants as well as stock warrants exercisable at any time prior toDecember 31, 2025, in whole or in part, for 11.1 million shares of Brookdale Senior Living, Inc. common stock (“Brookdale Common Stock”) at an exercise price of$3.00 per share (the “Brookdale Warrants”). During the year ended December 31, 2025, we exercised all remaining 11.1 million Brookdale Warrants on a cashless basis (net of the $3.00exercise price), resulting in Ventas receiving 5.7 million net shares of Brookdale Common Stock, which we sold for net cash proceeds ofapproximately $35.6 million (recorded within operating cash flows in our Consolidated Statements of Cash Flows). The Brookdale Warrants and the Scion Warrants were measured at fair value with changes in fair value being recognized within Other expense(income) in our Consolidated Statements of Income. (1) (2) (1) (2) 125
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 10 – SENIOR NOTES PAYABLE AND OTHER DEBT The following is a summary of our Senior notes payable and other debt (dollars in thousands):
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As of December 31, 2025 2024 Unsecured revolving credit facility $ — $ 6,397 Commercial paper notes — — 2.65% Senior Notes due 2025 — 450,000 3.50% Senior Notes due 2025 — 600,000 4.125% Senior Notes due 2026 500,000 500,000 3.75% Exchangeable Senior Notes due 2026 862,500 862,500 3.25% Senior Notes due 2026 450,000 450,000 Unsecured term loan due February 2027 200,000 200,000 Unsecured term loan due June 2027 500,000 500,000 2.45% Senior Notes, Series G due 2027 346,109 330,320 3.85% Senior Notes due 2027 400,000 400,000 4.00% Senior Notes due 2028 650,000 650,000 5.398% Senior Notes, Series I due 2028 437,190 417,246 4.40% Senior Notes due 2029 750,000 750,000 5.10% Senior Notes, Series J due 2029 473,623 452,017 3.00% Senior Notes due 2030 650,000 650,000 4.75% Senior Notes due 2030 500,000 500,000 2.50% Senior Notes due 2031 500,000 500,000 3.30% Senior Notes, Series H due 2031 218,595 208,623 5.10% Senior Notes due 2032 500,000 — 5.625% Senior Notes due 2034 500,000 500,000 5.00% Senior Notes due 2035 550,000 550,000 5.00% Senior Notes due 2036 500,000 — 6.90% Senior Notes due 2037 52,400 52,400 6.59% Senior Notes due 2038 21,413 21,413 5.70% Senior Notes due 2043 300,000 300,000 4.375% Senior Notes due 2045 300,000 300,000 4.875% Senior Notes due 2049 300,000 300,000 Mortgage loans and other 2,641,797 3,167,886 Total 13,103,627 13,618,802 Deferred financing costs, net (81,529) (92,365) Unamortized fair value adjustment 6,422 11,587 Unamortized discounts (17,504) (15,473) Senior notes payable and other debt $ 13,011,016 $ 13,522,551 ______________________________ As of December 31, 2025, we had no Canadian Dollar or British Pound borrowings outstanding. As of December 31, 2024, we had Canadian Dollar and BritishPound borrowings of C$2.0 million ($1.4 million) and £4.0 million ($5.0 million) outstanding, respectively. British Pound and Canadian Dollar debt obligations shown in US Dollars. Our 6.90% Senior Notes due 2037 are subject to repurchase at the option of the holders, at par, on October 1, 2027, and our 6.59% Senior Notes due 2038 aresubject to repurchase at the option of the holders, at par, on July 7, 2028. (1)(2) (2) (2) (2) (2) (3) (3) (1) (2) (3) 126
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Credit Facilities, Commercial Paper, Unsecured Term Loans and Letters of Credit As of December 31, 2025, we had a $3.50 billion unsecured revolving credit facility priced at the Secured Overnight Financing Rate publishedby the Federal Reserve Bank of New York (“SOFR”) plus 0.775% which is subject to adjustment based on the Company’s debt ratings. Our unsecuredrevolving credit facility matures in April 2028, and may be extended at our option, subject to the satisfaction of certain conditions, for two additionalperiods of six months each. The unsecured revolving credit facility included an accordion feature that permits us to increase our aggregate borrowingcapacity thereunder to up to $4.50 billion, subject to the satisfaction of certain conditions, including the receipt of additional commitments for suchincrease. Our unsecured revolving credit facility imposes certain customary restrictions on us, including restrictions pertaining to: (i) liens; (ii) investments;(iii) the incurrence of additional indebtedness; (iv) mergers and dissolutions; (v) certain dividend, distribution and other payments; (vi) permittedbusinesses; (vii) transactions with affiliates; and (viii) the maintenance of certain consolidated total leverage, secured debt leverage, unsecured debtleverage and fixed charge coverage ratios and minimum consolidated adjusted net worth, and contains certain other customary terms and conditions. As of December 31, 2025, our $3.50 billion unsecured revolving credit facility had no borrowings outstanding and $0.8 million restricted tosupport outstanding letters of credit. We use our unsecured revolving credit facility to support our commercial paper program and for general corporatepurposes. Our wholly-owned subsidiary, Ventas Realty, Limited Partnership (“Ventas Realty”), may issue from time to time unsecured commercial papernotes 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. commercialpaper note market and are ranked pari passu with Ventas Realty’s other unsecured senior indebtedness. The notes are fully and unconditionallyguaranteed by Ventas. As of December 31, 2025, we had no borrowings outstanding under our commercial paper program. As of December 31, 2025, Ventas Realty had a $500.0 million unsecured term loan priced at 0.10% plus SOFR (“Adjusted SOFR”) plus 0.85%,which was subject to adjustment based on Ventas Realty’s debt ratings. This term loan was fully and unconditionally guaranteed by Ventas and subjectto certain customary covenants and other terms and conditions. It was scheduled to mature in June 2027 and included an accordion feature thatpermitted Ventas Realty to increase the aggregate borrowings thereunder to up to $1.25 billion, subject to the satisfaction of certain conditions, includingthe receipt of additional commitments for such increase. This unsecured term loan was refinanced in January 2026 as discussed below. As of December 31, 2025, Ventas Realty had a $200.0 million unsecured term loan priced at Adjusted SOFR plus 0.85%, which was subject toadjustment based on Ventas Realty’s debt ratings. This term loan was fully and unconditionally guaranteed by Ventas and subject to certain customarycovenants and other terms and conditions. It was scheduled to mature in February 2027 and included an accordion feature that permitted Ventas Realtyto increase the aggregate borrowings thereunder to up to $500.0 million, subject to the satisfaction of certain conditions, including the receipt ofadditional commitments for such increase. This unsecured term loan was repaid in January 2026 as discussed below. In January 2026, Ventas Realty amended the terms of its $500.0 million unsecured term loan due June 2027 to, among other things, extend thematurity to January 2031, increase the principal amount to $700.0 million and, within the same agreement, establish a new unsecured delay draw termloan in the principal amount of $550 million. The amended term loan included an accordion feature that permits Ventas Realty to increase the aggregateborrowings thereunder to up to $1.75 billion, subject to the satisfaction of certain 127
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS conditions, including the receipt of additional commitments for such increase. The proceeds from the increase in the principal amount of the term loanwere used to repay in full Ventas Realty’s $200.0 million unsecured term loan due February 2027. As of January 2026, the delayed draw term loanremains undrawn. As of December 31, 2025, 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 requiredto pay a fixed rate commission on each outstanding letter of credit. Exchangeable Senior Notes In June 2023, Ventas Realty issued $862.5 million aggregate principal amount of its 3.75% Exchangeable Senior Notes due 2026 (the“Exchangeable Notes”) in a private placement. The Exchangeable Notes are senior, unsecured obligations of Ventas Realty and are fully andunconditionally 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 June1, 2026, unless earlier exchanged, redeemed or repurchased. As of both December 31, 2025 and 2024, we had $862.5 million aggregate principal amount of the Exchangeable Notes outstanding with aneffective interest rate of 4.62% inclusive of the impact of the amortization of issuance costs. For the years ended December 31, 2025; 2024 and 2023,we recognized $32.3 million, $32.3 million and $17.8 million, respectively, of contractual interest expense and amortization of issuance costs of$7.2 million, $6.8 million and $3.6 million, respectively, related to the Exchangeable Notes. Unamortized deferred financing costs of $3.1 million and$10.3 million as of December 31, 2025 and 2024 were recorded as an offset to Senior notes payable and other debt on our Consolidated BalanceSheets. The Exchangeable Notes are currently exchangeable at an exchange rate of 18.2778 shares of our common stock per $1,000 principal amountof Exchangeable Notes (equivalent to an exchange price of approximately $54.71 per share of common stock). The exchange rate is subject toadjustment, 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 andunpaid interest. Upon exchange of the Exchangeable Notes, Ventas Realty will pay cash up to the aggregate principal amount of the ExchangeableNotes to be exchanged and pay or deliver (or cause to be delivered), as the case may be, cash, shares of common stock or a combination of cash andshares of common stock, at Ventas Realty’s election, in respect of the remainder, if any, of its exchange obligation in excess of the aggregate principalamount of the Exchangeable Notes being exchanged. Prior to the close of business on the business day immediately preceding March 1, 2026, theExchangeable Notes are exchangeable at the option of the noteholders only upon the satisfaction of specified conditions and during certain periodsdescribed in the indenture governing the Exchangeable Notes. On or after March 1, 2026, until the close of business on the business day immediatelypreceding the maturity date, the Exchangeable Notes are exchangeable at the option of the noteholders at any time regardless of these conditions orperiods. We have evaluated and concluded that the exchange options embedded in the Exchangeable Notes are eligible for the entity’s own equityscope exception from ASC 815 and therefore do not need to be bifurcated. Accordingly, we record the Exchangeable Notes as liabilities (included inSenior notes payable and other debt on our Consolidated Balance Sheets). Senior Notes As of December 31, 2025, we had outstanding $8.2 billion aggregate principal amount of senior notes issued by Ventas Realty, approximately$73.8 million aggregate principal amount of senior notes issued by 128
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Nationwide Health Properties, Inc. (“NHP”) and assumed by our subsidiary, Nationwide Health Properties, LLC (“NHP LLC”), as successor to NHP, inconnection with our acquisition of NHP, and C$2.0 billion aggregate principal amount of senior notes issued by our subsidiary, Ventas Canada FinanceLimited (“Ventas Canada”). All of the senior notes issued by Ventas Realty and Ventas Canada are unconditionally guaranteed by Ventas, Inc. In January 2026, we repaid $500.0 million aggregate principal amount of 4.13% Senior Notes due 2026 at maturity. Ventas Realty’s senior notes are part of our and Ventas Realty’s general unsecured obligations, ranking equal in right of payment with all of ourand Ventas Realty’s existing and future senior obligations and ranking senior in right of payment to all of our and Ventas Realty’s existing and futuresubordinated indebtedness. However, Ventas Realty’s senior notes are effectively subordinated to our and Ventas Realty’s secured indebtedness, ifany, to the extent of the value of the assets securing that indebtedness. Ventas Realty’s senior notes are also structurally subordinated to the preferredequity and indebtedness, whether secured or unsecured, of our subsidiaries (other than Ventas Realty). Ventas Canada’s senior notes are part of our and Ventas Canada’s general unsecured obligations, ranking equal in right of payment with all ofVentas Canada’s existing and future senior indebtedness. However, Ventas Canada’s senior notes are effectively subordinated to our and VentasCanada’s secured indebtedness, if any, to the extent of the value of the assets securing that indebtedness. Ventas Canada’s senior notes are alsostructurally subordinated to the preferred equity and indebtedness, whether secured or unsecured, of our subsidiaries (other than Ventas Canada). NHP LLC’s senior notes are part of NHP LLC’s general unsecured obligations, ranking equal in right of payment with all of NHP LLC’s existingand future senior obligations and ranking senior to all of NHP LLC’s existing and future subordinated indebtedness. However, NHP LLC’s senior notesare effectively subordinated to NHP LLC’s secured indebtedness, if any, to the extent of the value of the assets securing that indebtedness. NHP LLC’ssenior notes are also structurally subordinated to the preferred equity and indebtedness, whether secured or unsecured, of its subsidiaries. Ventas Realty and Ventas Canada may redeem each series of their respective senior notes in whole at any time or in part from time to time,prior to maturity at the redemption prices set forth in the applicable indenture (which include, in many instances, a make-whole premium), plus, in eachcase, accrued and unpaid interest thereon to the redemption date. In January and February 2025, we repaid $450.0 million and $600.0 million aggregate principal amount of2.65% Senior Notes due 2025 and 3.50% Senior Notes due 2025, respectively, at maturity. In June and December 2025, Ventas Realty issued $500.0 million and $500.0 million of aggregate principalamount of 5.10% Senior Notes due 2032 and 5.00% Senior Notes due 2036, respectively. The proceeds of bothofferings were primarily used for general corporate purposes, which included repayment of other indebtedness andexpenses related to the offering. 129
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Mortgages At December 31, 2025, we had 106 mortgage loans outstanding in the aggregate principal amount of $2.6 billion, which are secured by 102 ofour properties. Of these loans, 95 loans in the aggregate principal amount of $2.2 billion bear interest at fixed rates ranging from 2.24% to 7.13% perannum, and 11 loans in the aggregate principal amount of $438.9 million bear interest at variable rates ranging from 2.45% to 7.12% per annum as ofDecember 31, 2025. At December 31, 2025, the weighted average annual rate on our fixed rate mortgage loans was 4.4%, and the weighted averageannual rate on our variable rate mortgage loans was 4.9%. Our mortgage loans had a weighted average maturity of 4.1 years as of December 31, 2025. During the year ended December 31, 2025, we repaid in full mortgage loans in the aggregate principal amount of $596.9 million. Scheduled Maturities of Borrowing Arrangements and Other Provisions As of December 31, 2025, our indebtedness had the following maturities (dollars in thousands): Principal AmountDue at Maturity Unsecured RevolvingCredit Facility andCommercial Paper NotesScheduled PeriodicAmortization Total Maturities 2026 $ 2,127,508 $ — $ 46,156 $ 2,173,664 2027 1,584,927 — 46,659 1,631,586 2028 1,524,342 — 39,405 1,563,747 2029 1,661,224 — 32,941 1,694,165 2030 1,385,892 — 21,886 1,407,778 Thereafter 4,551,602 — 81,085 4,632,687 Total maturities $ 12,835,495 $ — $ 268,132 $ 13,103,627 The instruments governing our outstanding indebtedness contain covenants that limit our ability and the ability of certain of our subsidiaries to,among other things: (i) incur debt and certain liens; (ii) make certain dividends, distributions and investments; (iii) enter into certain transactions; and/or(iv) merge, consolidate or sell certain assets. Our credit facilities do, and certain of our other indebtedness may, require us to maintain certain financialcovenants pertaining to, among other things, our consolidated total leverage, secured debt, unsecured debt, fixed charge coverage and net worth. As of December 31, 2025, we were in compliance with all of these covenants. Derivatives and Hedging In the normal course of our business, interest rate fluctuations affect future cash flows under our variable rate debt obligations, loans receivableand marketable debt securities, and foreign currency exchange rate fluctuations affect our operating results. We follow established risk managementpolicies and procedures, including the use of derivative instruments, to mitigate the impact of these risks. We do not use derivative instruments for trading or speculative purposes, and we have a policy of entering into contracts only with majorfinancial institutions based upon their credit ratings and other factors. 130
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS When considered together with the underlying exposure that the derivative is designed to hedge, we do not expect that the use of derivatives in thismanner would have any material adverse effect on our future financial condition or results of operations. We enter into interest rate swaps in order to maintain a capital structure containing targeted amounts of fixed and variable-rate debt andmanage interest rate risk. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchangefor our fixed-rate payments. These interest rate swap agreements are used to hedge the variable cash flows associated with variable-rate debt. Periodically, we enter into interest rate derivatives, such as treasury locks, to partially hedge the risk of changes in interest paymentsattributable to increases in the benchmark interest rate during the period leading up to the probable issuance of fixed-rate debt. We designate ourinterest rate locks as cash flow hedges. Gains and losses when we settle our interest rate locks are amortized over the life of the related debt andrecorded in Interest expense in our Consolidated Statements of Income. As of December 31, 2025, our variable rate debt obligations of $1.1 billion reflect, in part, the effect of $75.3 million notional amount of interestrate swaps with maturities in March 2027, that effectively convert fixed rate debt to variable rate debt. These interest rate swaps were not designated forhedge accounting. As of December 31, 2025, our fixed rate debt obligations of $12.0 billion reflect, in part, the effect of $125.5 million and C$595.5 million($433.9 million) notional amount of interest rate swaps with maturities ranging from June 2027 to April 2031, in each case, that effectively convertvariable rate debt to fixed rate debt. These interest rate swaps were designated as cash flow hedges. 2025 Activity During the year ended December 31, 2025, approximately $2.4 million of realized gain primarily relating to our interest rate swaps wasreclassified to Interest expense in our Consolidated Statements of Income. Approximately $1.6 million of unrealized losses, which are included inAccumulated other comprehensive income as of December 31, 2025, are expected to be reclassified into earnings within the next 12 months. 2024 Activity During the year ended December 31, 2024, approximately $22.3 million of realized gain primarily relating to our interest rate swaps wasreclassified into Interest expense in our Consolidated Statements of Income. 131
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 11 – FAIR VALUES OF FINANCIAL INSTRUMENTS Financial Instruments Measured at Fair Value The table below summarizes the carrying amounts and fair values of our financial instruments either recorded or disclosed on a recurring basis(dollars in thousands): As of December 31, 2025 As of December 31, 2024 Carrying Amount Fair Value Carrying Amount Fair Value Assets: Cash and cash equivalents $ 741,067 $ 741,067 $ 897,850 $ 897,850 Escrow deposits and restricted cash 45,070 45,070 59,383 59,383 Secured loans receivable and investments, net 143,913 146,364 144,872 146,229 Non-mortgage loans receivable, net 20,827 20,432 28,129 27,640 Derivative instruments 12,390 12,390 53,100 53,100 Liabilities: Senior notes payable and other debt, gross $ 13,103,627 $ 13,429,007 $ 13,618,802 $ 13,411,066 Derivative instruments 5,267 5,267 5,887 5,887 Temporary Equity: Redeemable OP Units $ 260,672 $ 260,672 $ 200,420 $ 200,420 ______________________________ The carrying amount approximates fair value due to the short maturity of these instruments.Level 1 within fair value hierarchy.Level 2 within fair value hierarchy.Level 3 within fair value hierarchy.Included in Other assets on our Consolidated Balance Sheets.Included in Accounts payable and other liabilities on our Consolidated Balance Sheets. For a discussion of the assumptions considered, refer to “Note 2 – Accounting Policies.” The use of different market assumptions and estimationmethodologies may have a material effect on the reported estimated fair value amounts. Accordingly, the estimates presented above are not necessarilyindicative of the amounts we would realize in a current market exchange. Items Measured at Fair Value on a Recurring Basis Our derivative instrument assets as of December 31, 2025 consist primarily of interest rate swaps and the Scion Warrants. The fair value of ourinterest rate swaps is based on Level 2 inputs. The Scion Warrants represent a financial interest in a private entity whose fair value is based on Level 3inputs that reflect significant assumptions including underlying enterprise value, market volatility, duration, dividend rate and risk-free rate. Changes inone or more of these inputs could significantly impact the fair value determination. Substantially all of our derivative instrument liabilities as of December 31, 2025 consist of interest rate swaps. Their fair value is based on Level2 inputs. Other Items Measured at Fair Value on a Nonrecurring Basis (1) (1) (3)(4) (3)(4)(5) (3)(4)(5) (3)(4) (3)(6) (2) (1) (2) (3) (4) (5) (6) 132
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Other items measured at fair value on a nonrecurring basis include assets and liabilities held for sale and real estate assets that are evaluatedperiodically for impairment (see “Note 5 – Dispositions and Impairments”). We estimate the fair value of assets held for sale and any associatedimpairment charges based primarily on current sales price expectations, which reside within Level 2 of the fair value hierarchy. Real estate impairment charges recorded due to our evaluation of recoverability when events or changes in circumstances indicate the carryingamount may not be recoverable are based on company-specific inputs and our assumptions about the marketability of the properties as observableinputs are not available. As such, we have determined that these fair value measurements generally reside within Level 3 of the fair value hierarchy. Weestimate the fair value of real estate deemed to not be recoverable using the cost or income approach and unobservable data such as net operatingincome and estimated capitalization and discount rates, and giving consideration to local and national industry market data including comparable sales. NOTE 12 – LONG-TERM COMPENSATION Compensation Plans We currently have: • one plan, the 2022 Incentive Plan, under which equity awards, including options to purchase common stock, shares of restricted stock or restrictedstock units, have been or may be granted to our officers, employees and non-employee directors; and • one plan under which our non-employee directors may elect to defer receipt of all or a portion of their cash retainers and meeting fees and receiveshares of common stock in lieu thereof at a later date chosen by the participating director (the Non-Employee Directors’ Cash Compensation DeferralPlan, formerly known as the Non-Employee Directors’ Deferred Stock Compensation Plan). These plans are referred to collectively as the “Plans.” The number of shares initially reserved for issuance and the number of shares available for future grants or issuance under the Plans as ofDecember 31, 2025 were as follows: • 2022 Incentive Plan—11.4 million shares, plus any shares of common stock subject to awards granted under the 2012 Plan as of October 1, 2022,that expire, or for any reason are forfeited, cancelled or terminated either without such shares being issued or with such shares being forfeited (suchshares the “2012 Plan Shares”) were reserved initially for grants or issuance to employees and non-employee directors, and 10.0 million shares wereavailable for future issuance as of December 31, 2025. • Non-Employee Directors’ Cash Compensation Deferral Plan—0.6 million shares were reserved initially for issuance to participating non-employeedirectors in lieu of the payment of all or a portion of their retainer and meeting fees, at their option, and 0.3 million shares were available for futureissuance as of December 31, 2025. In addition, we have two plans under which outstanding options to purchase common stock, shares of restricted stock or restricted stock unitshave been granted to our officers, employees and non-employee 133
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS directors (the 2006 Stock Plan for Directors and the 2012 Incentive Plan). New grants are not permitted under either of these plans. Outstanding options, all of which were issued under the 2012 Plan, are exercisable at the market price on the date of grant, expire ten yearsfrom the date of grant, and are fully vested. Stock Options The following is a summary of stock option activity in 2025: Shares (000’s) Weighted AverageExercise Price WeightedAverageRemainingContractualLife (years) IntrinsicValue($000’s) Outstanding as of December 31, 2024 2,631 $ 63.89 Options exercised (1,750) 63.35 $ 14,043 Options expired (398) 65.94 Outstanding as of December 31, 2025 483 64.17 0.9 $ 6,380 Exercisable as of December 31, 2025 483 64.17 0.9 $ 6,380 Compensation costs for all share-based awards are based on the grant date fair value and are recognized on a straight-line basis over therequisite service periods, with charges primarily recorded in General, administrative and professional fees in our Consolidated Statements of Income. Asof December 31, 2025, 2024 and 2023, there was no unrecognized compensation expense relating to stock options. Aggregate proceeds received from options exercised under the Plans for the years ended December 31, 2025, 2024 and 2023 were$110.9 million, $26.1 million and $1.7 million, respectively. The total intrinsic value at exercise of options exercised during the year ended December 31,2025 was $14.0 million. The total intrinsic value at exercise of options exercised during the year ended December 31, 2024 was $1.2 million. The totalintrinsic value at exercise of options exercised during the year ended December 31, 2023 was immaterial. There was no deferred income tax benefit forstock options exercised. Restricted Stock and Restricted Stock Units We recognize the fair value of shares of restricted stock and restricted stock units (including service-based and performance-based awards) onthe grant date of the award as stock-based compensation expense over the requisite service period, with charges primarily to General, administrativeand professional fees of $38.7 million, $30.9 million and $30.4 million in 2025, 2024 and 2023, respectively, in our Consolidated Statements of Income.Service-based restricted stock and restricted stock unit awards granted to employees generally vest over a three-year period, while service-basedrestricted stock unit awards granted to non-employee directors typically vest approximately one year from the date of grant. Performance-based stockunits granted to our executive officers, which include market and performance components, may be earned and vest, if at all, at the end of the three-year performance period based on the achievement of such components. If provided in the applicable Plan or award agreement, the vesting of awardsmay accelerate upon a change of control (as defined in the applicable Plan) of Ventas and other specified events. In addition to customary change incontrol vesting provisions, awards generally vest on retirement provided certain conditions are met. Employees are typically not retirement eligible untilage 65, or in the case of executive officers, until their age plus years of service equals 75, with a minimum age of 62; the retirement age for non-employee directors is 75. 134
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The fair market value of service-based restricted stock units is determined based on the closing market price of the Company’s shares on thegrant date and is expensed over the period of three to four years. In calculating the grant date fair value of performance-based stock units, we use aMonte Carlo simulation to calculate the grant date fair value of the total shareholder return (“TSR”)-driven components and the closing price on the dateof grant, assuming performance at target—which was the probable outcome at the grant date—for other performance components. The Monte Carlosimulation “probability weights” potential outcomes of the relative TSR measures of each performance-based stock unit as of the grant date, based on,among other things, assumptions related to volatility, correlation and interest rates, which can fluctuate significantly year-over-year. The followingassumptions were used in the Monte Carlo valuation for the TSR-driven components for performance-based stock units granted during the years endedDecember 31, 2025, 2024 and 2023, respectively: (i) expected term of three years for each of the years (equal to the remaining performance period atthe grant date), (ii) historical volatility of 42.2%, 42.0%, and 41.3% and, (iii) risk-free rate of 4.29%, 4.09%, and 3.84%. The total grant date fair value ofservice-based restricted stock units and performance-based stock units granted during the years ended December 31, 2025, 2024 and 2023 was$49.2 million, $35.6 million, and $30.1 million, respectively. The following is a summary of the status of our non-vested restricted stock and restricted stock units (including service-based and performance-based awards) as of December 31, 2025, and changes during the year ended December 31, 2025: RestrictedStock(000’s) WeightedAverageGrant DateFair Value RestrictedStock Units(000’s) WeightedAverageGrant DateFair Value Non-vested at December 31, 2024 51 $ 49.88 1,301 $ 52.39 Granted — — 796 62.28 Vested (51) 49.88 (649) 54.87 Forfeited — — (61) 51.67 Non-vested at December 31, 2025 — — 1,387 56.90 As of December 31, 2025, we had $22.7 million of unrecognized compensation cost related to non-vested restricted stock units under thePlans. We expect to recognize that cost over a weighted average period of 1.69 years. The total fair value at the vesting date for restricted stock andrestricted stock units that vested during the years ended December 31, 2025, 2024 and 2023 was $38.8 million, $32.7 million and $25.0 million,respectively. Employee and Director Stock Purchase Plan We have in effect an Employee and Director Stock Purchase Plan (“ESPP”) under which our employees and directors may purchase shares ofour common stock at a discount. Pursuant to the terms of the ESPP, on each purchase date, participants may purchase shares of common stock at aprice not less than 90% of the market price on that date (with respect to the employee tax-qualified portion of the plan) and not less than 95% of themarket price on that date (with respect to the additional employee and director taxable portion of the plan). We initially reserved 3.0 million shares forissuance under the ESPP. As of December 31, 2025, 0.2 million shares had been purchased under the ESPP and 2.8 million shares were available forfuture issuance. Employee Benefit Plan 135
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS We maintain a 401(k) plan that allows eligible employees to defer compensation subject to certain limitations imposed by the Code. In 2025, wemade contributions for each qualifying employee of up to 4.0% of his or her salary, subject to certain limitations. During 2025, 2024 and 2023, ouraggregate contributions were approximately $2.4 million, $2.1 million and $2.0 million, respectively. NOTE 13 – INCOME TAXES We have elected to be taxed as a REIT under the applicable provisions of the Code for every year beginning with the year ended December 31,1999. We have also elected for certain of our subsidiaries to be treated as TRS entities, which are subject to federal, state and foreign income taxes. Allentities other than the TRS entities are collectively referred to as the “REIT” within this note. Certain REIT entities are subject to foreign income tax. Although we intend to continue to operate in a manner that will enable us to qualify as a REIT, such qualification depends upon our ability tomeet, on a continuing basis, various distribution, stock ownership and other tests. Our tax treatment of distributions per common share was as follows: For the Years Ended December 31, 2025 2024 2023 Tax treatment of distributions: Ordinary income $ — $ — $ — Qualified ordinary income 0.11407 — 0.04468 199A qualified business income 1.69367 1.09580 1.49465 Long-term capital gain — — 0.09136 Non-dividend distribution 0.08226 0.70420 0.16931 Distribution reported for 1099-DIV purposes 1.89000 1.80000 1.80000 Add: Dividend declared in current year and taxable in following year 0.48000 0.45000 0.45000 Less: Dividend declared in prior year and taxable in current year (0.45000) (0.45000) (0.45000) Distribution declared per common share outstanding $ 1.92000 $ 1.80000 $ 1.80000 We believe we have met the annual REIT distribution requirement by payment of at least 90% of our estimated taxable income for 2025, 2024and 2023. Our consolidated benefit for income taxes was as follows (dollars in thousands): For the Years Ended December 31, 2025 2024 2023 Current - Federal $ 366 $ 324 $ 534 Current - State 6,993 2,630 2,564 Deferred - Federal (39,355) (30,436) (6,135) Deferred - State (397) 28 230 Current - Foreign 2,658 2,646 2,587 Deferred - Foreign 15,585 (12,967) (9,319) Total $ (14,150) $ (37,775) $ (9,539) The 2025 income tax benefit is primarily due to losses in certain of our TRS entities and a $15.0 million net change in valuation allowances. The2024 income tax benefit is primarily due to losses in certain of our TRS entities and a $28.6 million change in valuation allowance due to purchaseaccounting activities. The 2023 136
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS income tax benefit is primarily due to losses in certain of our TRS entities and a $3.2 million benefit from internal restructurings of U.S. TRS entities. Although the TRS entities and certain other foreign entities have paid minimal cash federal, state and foreign income taxes for the year endedDecember 31, 2025, their income tax liabilities may increase in future years as we exhaust net operating loss (“NOL”) carryforwards and as ouroperations grow. Such increases could be significant. For the year ended December 31, 2025, we have elected to prospectively adopt the guidance in ASU No. 2023-09, Income Taxes (Topic 740):Improvements to Income Taxes Disclosures, or ASU 2023-09. The following table is a reconciliation of the U.S. federal statutory rate of 21% to theCompany’s effective rate for the year ended December 31, 2025 in accordance with the guidance in ASU No. 2023-09 (dollars in thousands): For the Year Ended December 31, 2025 $ % Income from continuing operations before unconsolidated entities, noncontrolling interest and income taxes$ 204,321 US Federal Income Tax 42,907 21.0 Nontaxable and nondeductible items Nontaxable REIT Income (58,407) (28.6) Prior year reconciliation (3,550) (1.7) Other (1,094) (0.5) Change in valuation allowance (15,700) (7.7) Domestic state and local income taxes, net of federal effect 438 0.2 Foreign tax effects Canada Statutory income tax rate differential 1,325 0.6 Provincial income taxes 6,565 3.2 Change in valuation allowance 12,693 6.2 Other (561) (0.3) United Kingdom Statutory income tax rate differential (566) (0.3) Non-deductible depreciation, interest and other 1,658 0.8 Other 142 0.1 Income tax benefit $ (14,150) (7.0)% The following table is a reconciliation of the U.S. federal statutory rate of 21% to the Company’s effective rate for years ended December 31,2024 and 2023 in accordance with the guidance prior to the adoption of ASU No. 2023-09 (dollars in thousands): 137
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2024 2023 Tax at statutory rate on earnings from continuing operations before unconsolidated entities, noncontrolling interest and income taxes $ (1,679) $ (24,272) State income taxes, net of federal benefit 2,641 (839) Change in valuation allowance (10,593) 20,330 Tax at statutory rate on earnings not subject to federal income taxes (18,773) (7,809) Foreign rate differential and foreign taxes 1,813 43 Change in tax status of TRS — 9,171 Other differences (11,184) (6,163) Income tax benefit $ (37,775) $ (9,539) The majority (greater than 50%) of the effect of the state and local income tax category was attributable to Texas, California, and Illinois. The amounts of cash taxes paid by Ventas Inc, are as follows (dollars in thousands): For the Years Ended December 31, 2025 2024 US Federal $ 250 $ (49) US State and Local Texas 1,750 1,560 California 850 — Illinois 650 — Oregon 384 435 Philadelphia, PA — 700 Other 1,441 393 5,075 3,088 Foreign United Kingdom 1,985 — Other 4 1 1,989 1 Total income taxes paid, net of amounts refunded $ 7,314 $ 3,040 Each TRS is a tax-paying component for purposes of classifying deferred tax assets and liabilities. The tax effects of temporary differences andcarryforwards included in the net deferred tax liabilities are summarized as follows (dollars in thousands): As of December 31, 2025 2024 2023 Property, primarily differences in depreciation and amortization, the tax basis of land assets and the treatment of interests and certain costs $ (65,936) $ (73,214) $ (26,071) Operating loss and interest deduction carryforwards 219,489 236,424 233,847 Expense accruals and other 66,769 56,546 26,700 Valuation allowance (240,935) (225,975) (257,222) Net deferred tax liabilities $ (20,613) $ (6,219) $ (22,746) Our net deferred tax liability increased $14.4 million during 2025 primarily due to the utilization of NOLs by our TRS entities. Our net deferredtax liability decreased $16.5 million during 2024 primarily due to the 138
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS impact of operating losses at certain TRS entities and an increase in deferred tax assets of $18.0 million due to tax law changes in Canada regardingthe deductibility of interest and financing expenses. Our net deferred tax liability decreased $1.7 million during 2023 primarily due to the impact ofoperating losses at certain TRS entities and the reversal of $3.2 million of net deferred tax liabilities from an internal restructuring of TRS entities,partially offset by an increase of $12.4 million in connection with our equitization of the Santerre Mezzanine Loan on May 1, 2023. Due to uncertainty regarding the realization of certain deferred tax assets, we have established valuation allowances, primarily in connectionwith the NOL carryforwards related to certain TRSs. The amounts related to NOLs at the TRS entities for 2025, 2024 and 2023 are $162.5 million,$180.8 million and $179.0 million, respectively. We are subject to corporate-level taxes (“built-in gains tax”) for any asset dispositions during the five-year period immediately after the assetswere owned by a C corporation (either prior to our REIT election, through stock acquisition or merger). The amount of income potentially subject to built-in gains tax is generally equal to the lesser of the excess of the fair value of the asset over its adjusted tax basis as of the date it became a REIT assetor the actual amount of gain. Some, but not all, future gains could be offset by available NOL carryforwards. At December 31, 2025, 2024 and 2023, the REIT had NOL carryforwards of $1.0 billion, $1.0 billion and $1.1 billion, respectively. Additionally,the REIT has $10.8 million of federal income tax credits that were carried over from acquisitions at December 31, 2025, 2024 and 2023. These amountscan be used to offset future taxable income (or taxable income for prior years if an audit determines that tax is owed), if any. The REIT will be entitled toutilize NOLs and tax credit carryforwards only to the extent that REIT taxable income exceeds our deduction for dividends paid. Certain NOL and creditcarryforwards are limited as to their utilization by Section 382 of the Code. The remaining REIT carryforwards began to expire in 2023. For the years ended December 31, 2025 and 2024, the net difference between tax bases and the reported amount of REIT assets and liabilitiesfor federal income tax purposes was approximately $1.4 billion and $1.8 billion, respectively, less than the book bases of those assets and liabilities forfinancial reporting purposes. Generally, we are subject to audit under the statute of limitations by the Internal Revenue Service (“IRS”) for the year ended December 31,2022, and subsequent years and are subject to audit by state taxing authorities for the year ended December 31, 2021 and subsequent years. We aresubject to audit generally under the statutes of limitation by the Canada Revenue Agency and provincial authorities with respect to the Canadian entitiesfor the year ended December 31, 2021 and subsequent years. We are subject to audit in the United Kingdom generally for the periods ended in andsubsequent to 2024. The following table summarizes the activity related to our unrecognized tax benefits (dollars in thousands): 2025 2024 Balance as of January 1 $ 3,963 $ 5,205 Additions to tax positions related to prior years 115 — Subtractions to tax positions related to prior years — (1,242) Balance as of December 31 $ 4,078 $ 3,963 If recognized, these unrecognized tax benefits of $4.1 million and $4.0 million at December 31, 2025 and 2024, respectively, would reduce ourannual effective tax rate. We accrued no interest or penalties related 139
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS to the unrecognized tax benefits during 2025. We do not expect our unrecognized tax benefits to increase or decrease materially in 2026. As a part of the transfer pricing structure in the normal course of business, the REIT enters into transactions with certain TRSs, such as leasingand sub-management transactions, other capital financing and allocation of general and administrative costs, which transactions are intended to complywith the IRS and foreign tax authority transfer pricing rules. NOTE 14 – COMMITMENTS AND CONTINGENCIES From time to time, we are party to various lawsuits, investigations, claims and other legal and regulatory proceedings arising in connection withour business. In certain circumstances, regardless of whether we are a named party in a lawsuit, investigation, claim or other legal or regulatoryproceeding, we may be contractually obligated to indemnify, defend and hold harmless our managers, tenants and borrowers or other third partiesagainst, or may otherwise be responsible for, such actions, proceedings or claims. These claims may include, among other things, professional liabilityand general liability claims, commercial liability claims, unfair business practices claims and employment claims, as well as regulatory proceedings andgovernment investigations, including proceedings related to our senior housing operating portfolio, where we are typically the holder of the applicablehealthcare license. These claims may not be fully insured and some may allege large damage amounts. It is the opinion of management, that the disposition of any such lawsuits, investigations, claims and other legal and regulatory proceedings thatare currently pending will not, individually or in the aggregate, have a material adverse effect on us. However, regardless of the merits of a particularaction, investigation or claim, we may be forced to expend significant financial resources to defend and resolve these matters. We are unable to predictthe ultimate outcome of these lawsuits, investigations, claims and other legal and regulatory proceedings, and, if management’s assessment of ourliability with respect thereto is incorrect, such actions, investigations and claims could have a material adverse effect on us. From time to time, on behalf of ourselves or on behalf of our unconsolidated entities, we have agreed, and may in the future agree, to provideguarantees, indemnities or other similar contingent obligations to third parties. Such agreements may include, without limitation: (i) guarantees of all or aportion of the principal, interest and other amounts due under mortgage debt or other borrowings; (ii) customary nonrecourse carve-out guaranteesprovided in connection with mortgage or other borrowings; (iii) customary indemnifications of lenders for potential environmental liabilities; (iv)completion guarantees provided to lenders, tenants, ground lessors or other third parties for the completion of development and redevelopmentprojects; (v) guarantees of payment of contingent tax obligations to tax credit investors who have purchased historic, new market and other tax creditsfrom us or our unconsolidated entities; (vi) guarantees of ground rent and other payment of ground rent and other obligations to ground lessors; and (vii)indemnities and other guarantees required in connection with the procurement of performance and surety bonds and standby letters of credit. As of December 31, 2025 and 2024, no triggering events relating to our guarantees, indemnities or similar contingent obligations have occurred.Accordingly, no contingent liability is recorded in our Consolidated Balance Sheets. Operating Leases We lease land, equipment and corporate office space. At inception, we establish an operating lease asset and operating lease liabilityrepresented as the present value of future minimum lease payments. As our leases do not provide an implicit rate, we use a discount rate thatapproximates our incremental borrowing rate 140
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS available at lease commencement to determine the present value of lease payments. The incremental borrowing rates were adjusted for the length ofthe individual lease term. The weighted average discount rate and remaining lease term of our leases are 7.41% and 32.7 years, respectively. Operatinglease assets and liabilities are not recognized for leases with an initial term of 12 months or less, as these short-term leases are accounted for similar toprevious guidance. Many of our leases include renewal options to extend the term for one year or more. Renewal options that we are not reasonablycertain to exercise are excluded from the operating lease assets and liabilities. Our lease expense primarily consists of ground leases, which is included in Interest expense in our Consolidated Statements of Income. For theyears ended December 31, 2025, 2024 and 2023, we recognized $32.2 million, $33.7 million and $37.0 million of expense relating to our leases,respectively. For the years ended December 31, 2025, 2024 and 2023, cash paid for leases was $23.9 million, $24.8 million and $29.8 million,respectively, as reported within operating cash outflows in our Consolidated Statements of Cash Flows. The following table summarizes future minimum lease obligations under non-cancelable ground and other operating leases as of December 31,2025 (dollars in thousands): 2026 $ 21,900 2027 21,339 2028 20,078 2029 19,174 2030 16,398 Thereafter 575,936 Total undiscounted minimum lease payments 674,825 Less: imputed interest (466,223) Operating lease liabilities $ 208,602 141
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 15 – EARNINGS PER SHARE The following table shows the amounts used in computing our basic and diluted earnings per share (in thousands, except per share amounts): For the Years Ended December 31, 2025 2024 2023 Numerator for basic and diluted earnings per share: Net income (loss) $ 261,518 $ 88,351 $ (30,297) Net income attributable to noncontrolling interests 10,137 7,198 10,676 Net income (loss) attributable to common stockholders $ 251,381 $ 81,153 $ (40,973) Denominator: Denominator for basic earnings per share—weighted average shares 455,082 411,770 401,809 Effect of dilutive securities: Restricted stock awards 607 397 389 OP unitholder interests 3,382 3,422 3,472 Exchangeable Notes 2,998 744 — Equity forward sales agreements 546 33 — Denominator for diluted earnings per share—adjusted weighted average shares462,615 416,366 405,670 Basic earnings per share: Net income (loss) $ 0.57 $ 0.21 $ (0.08) Net income (loss) attributable to common stockholders 0.55 0.20 (0.10) Diluted earnings per share: Net income (loss) $ 0.57 $ 0.21 $ (0.08) Net income (loss) attributable to common stockholders 0.54 0.19 (0.10) There were 0.2 million, 2.9 million and 3.5 million anti-dilutive options outstanding for the years ended December 31, 2025, 2024 and 2023,respectively. The dilutive effect of our Exchangeable Notes is calculated using the if-converted method in accordance with ASU 2020-06. We are required,pursuant to the indenture governing the Exchangeable Notes, to settle the aggregate principal amount of the Exchangeable Notes in cash and mayelect to settle any remaining exchange obligation (i.e., the stock price in excess of the exchange obligation) in cash, shares of our common stock, or acombination thereof. Under the if-converted method, we include the number of shares required to satisfy the exchange obligation, assuming all theExchangeable Notes are exchanged. The average closing price of our common stock for the years ended December 31, 2025 and 2024 are used asthe basis for determining the dilutive effect on earnings per share. The Exchangeable Notes were not included in the computation of diluted earningsper share for the year ended December 31, 2023 as they were antidilutive. Our unsettled equity forward sales agreements do not impact basic earnings per share. We apply the treasury stock method to our unsettledequity forward sales agreements to determine their dilutive effect, if any. See “Note 16 – Permanent and Temporary Equity.” 142
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 16 – PERMANENT AND TEMPORARY EQUITY Capital Stock We have established an at-the-market offering program that provides for the sale, from time to time, of shares of our common stock, includingthrough forward sales agreements, as described in more detail below (the "ATM Program"). In September 2024, we entered into an ATM SalesAgreement providing for the sale, from time to time, of up to $2.0 billion aggregate gross sales price of shares of our common stock under the ATMProgram. In June 2025, we amended the ATM Sales Agreement such that the aggregate gross sales price of common stock available for issuanceunder the ATM Program immediately following the amendment was $2.25 billion. As of December 31, 2025, the remaining amount available under theATM Program for future sales of common stock was $350.3 million. During the year ended December 31, 2025, we entered into equity forward sales agreements under the ATM Program for 46.2 million shares ofour common stock for gross proceeds of $3.2 billion, representing an average price of $69.51 per share. During the year ended December 31, 2025, wesettled 35.7 million shares of common stock under outstanding equity forward sales agreements entered into under the ATM Program for net cashproceeds of $2.3 billion. As of December 31, 2025, we maintained unsettled equity forward sales agreements for 13.9 million shares of common stock, or approximately$1.1 billion in gross proceeds with varying maturities through July 2027. During the year ended December 31, 2024, we issued 37.3 million shares of our common stock for gross proceeds of $2.2 billion, representingan average price of $58.38 per share. During the year ended December 31, 2023, we issued 2.3 million shares of our common stock for gross proceedsof $110.4 million, representing an average price of $47.89 per share. In January 2026, we entered into equity forward sales agreements under the ATM Program for 1.5 million shares of common stock orapproximately $111.7 million in gross proceeds which remain unsettled with maturity in July 2027. As of January 31, 2026, the remaining amountavailable under the ATM Program for future sales of common stock was $238.5 million. Equity Forward Sales Agreements From time to time, including under our ATM Program, we may enter into equity forward sales agreements. An equity forward sales agreementenables us to secure a share price on the sale of shares of our common stock at or shortly after the time the forward sales agreement becomeseffective, while postponing the receipt of proceeds from the sale of shares until a future date. Equity forward sales agreements generally have a maturityof one to two years. At any time during the term of an equity forward sales agreement, we may settle that equity forward sales agreement by delivery ofphysical shares of our common stock to the forward purchaser or, at our election, subject to certain exceptions, we may settle in cash or by net sharesettlement. The forward sales price we expect to receive upon settlement of outstanding equity forward sales agreements will be the initial forwardprice, net of commissions, established on or shortly after the effective date of the relevant equity forward sales agreement, subject to adjustments foraccrued interest, the forward purchasers’ stock borrowing costs in excess of a certain threshold specified in the equity forward sales agreement andcertain fixed price reductions for expected dividends on our common stock during the term of the equity forward sales agreement. Our unsettled equityforward sales agreements are accounted for as equity instruments. Refer to “Note 15 - Earnings Per Share.” 143
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Common Stock In May 2025, our stockholders approved the increase of authorized common stock from 600 million shares to 1.2 billion shares. Excess Share Provision Our Amended and Restated Certificate of Incorporation (our “Charter”) contains restrictions on the ownership and transfer of our common andpreferred stock to enable us to preserve our REIT status. Our Charter provides certain specified remedies if a transfer would violate one of theownership limitations. In particular, if a person acquires beneficial or constructive ownership of more than the ownership limit (currently, 9.0%, in numberor value, of our outstanding common stock or 9.9%, in number or value, of our outstanding preferred stock), or in violation of certain other limitations setforth in our Charter, then the shares that are beneficially or constructively owned in excess of the relevant limitation are considered to be “excessshares.” Excess shares are automatically deemed transferred to a trust for the benefit of a charitable institution or other qualifying organization selectedby our Board of Directors. The trust is entitled to all dividends with respect to the excess shares, and the trustee may exercise all voting power over theexcess shares. We have the right to purchase the excess shares for a purchase price equal to the lesser of the price per share in the transaction that createdthe excess shares or the market price on the date we buy the shares, and we may defer payment of the purchase price for up to five years (and we arenot obligated to pay interest on such deferred payment). If we do not purchase the excess shares, the trustee of the trust is required to transfer theexcess shares at the direction of our Board of Directors. The owner of the excess shares is entitled to receive the lesser of the proceeds from the sale ofthe excess shares or the original purchase price for such excess shares, and any additional amounts are payable to the beneficiary of the trust. As ofDecember 31, 2025, there were no shares in the trust. Our Charter also provides that a transfer of shares of common or preferred stock that wouldotherwise result in ownership, under the applicable attribution rules of the Code, of shares in excess of the ownership limit, would cause our shares tobe beneficially owned by fewer than 100 persons, or would result in our being “closely held” (within the meaning of Section 856(h) of the Code), will bevoid ab initio and the purported transferee will acquire no rights in such shares. Our Board of Directors is empowered to grant waivers from the excess share provisions of our Charter under certain circumstances. Accumulated Other Comprehensive Loss The following is a summary of our Accumulated other comprehensive loss (dollars in thousands): As of December 31, 2025 2024 Foreign currency translation loss $ (33,081) $ (34,341) Unrealized loss on available for sale securities (1,298) (2,118) Unrealized (loss) gain on derivative instruments (5,472) 2,933 Total Accumulated other comprehensive loss $ (39,851) $ (33,526) 144
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Redeemable OP Unitholder and Noncontrolling Interests The following is a roll-forward of our Redeemable OP unitholder and noncontrolling interests (dollars in thousands): Redeemable OPUnitholder InterestsRedeemableNoncontrolling Interests Total Redeemable OPUnitholder andNoncontrolling Interests Balance as of December 31, 2024 $ 200,420 $ 109,809 $ 310,229 Change in fair value 66,975 4,673 71,648 Distributions and other (6,412) — (6,412) Redemptions (311) — (311) Balance as of December 31, 2025 $ 260,672 $ 114,482 $ 375,154 NOTE 17 – RELATED PARTY TRANSACTIONS Atria We hold a 34% ownership interest in Atria, which entitles us to customary minority rights and protections, including the right to appoint twomembers to the Atria Board of Directors. Atria provides comprehensive property management and accounting services with respect to our senior housing communities that Atriaoperates, for which we pay annual management fees pursuant to long-term management agreements. For the years ended December 31, 2025, 2024and 2023, we incurred fees to Atria of $65.3 million, $62.9 million and $63.4 million, respectively, which are recorded within property-level operatingexpenses in our Consolidated Statements of Income. For the year ended December 31, 2025, 2024 and 2023, we incurred fees to Atria of zero,$0.1 million and $1.5 million, respectively, primarily in connection with the transition of senior housing communities operated by Atria, which arerecorded within Transaction, transition and restructuring costs in our Consolidated Statements of Income. Ardent As of December 31, 2025, we held an approximately 6.6% ownership interest in Ardent. One of our executive officers is currently a member ofthe Ardent Board of Directors. We have the right (but not the obligation) to nominate one member of the Ardent Board of Directors for so long as webeneficially own 4% or more of the total voting power of the outstanding common stock of Ardent, pursuant to our nomination agreement with Ardent.Following Ardent’s initial public offering, which was consummated in July 2024, our equity stake in Ardent decreased from the issuance of primaryshares from 7.5% to approximately 6.7%, which resulted in a gain of $8.7 million for the year ended December 31, 2024, which is included in Incomefrom unconsolidated entities in our Consolidated Statements of Income. As of December 31, 2025, we leased 11 hospitals to Ardent pursuant to a single, triple-net master lease agreement. For the years endedDecember 31, 2025, 2024 and 2023, we recognized rental income from Ardent of $140.6 million, $137.1 million and $133.7 million, respectively. As ofDecember 31, 2025, we also leased 19 outpatient medical buildings to Ardent under separate leases included in our OM&R segment. For the yearsended December 31, 2025, 2024 and 2023, we recognized rental income from Ardent of $13.5 million, $13.5 million and $13.4 million, respectively. 145
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS PMBRES We hold a 50% ownership interest in PMB Real Estate Services LLC (“PMBRES”), which entitles us to customary rights and protections,including the right to appoint two members to the PMBRES Board of Directors. PMBRES provides outpatient medical building management, leasing, marketing, facility development and advisory services to highly ratedhospitals and other healthcare facilities throughout the United States, for which we pay management fees and leasing commissions pursuant to long-term management agreements. For the years ended December 31, 2025, 2024 and 2023, we incurred fees to PMBRES of $7.3 million, $11.2 millionand $10.9 million, respectively. Management fees are recorded within property-level operating expenses in our Consolidated Statements of Income.Leasing commissions are accounted for as initial direct costs and recorded within Other assets on our Consolidated Balance Sheets and amortized overthe life of the related lease. NOTE 18 – SEGMENT INFORMATION As of December 31, 2025, we operated through three reportable segments: SHOP, OM&R and NNN. In our SHOP segment, we own and investin senior housing communities and engage operators to operate those communities. In our OM&R segment, we primarily acquire, own, develop, leaseand manage outpatient medical buildings and research centers. In our NNN segment, we invest in and own senior housing communities, skilled nursingfacilities (“SNFs”), long-term acute care facilities (“LTACs”), freestanding inpatient rehabilitation facilities (“IRFs”) and other healthcare facilities andlease the properties in our NNN segment to tenants under triple-net or absolute-net leases that obligate the tenants to pay all property-relatedexpenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures. Information provided for “non-segment” includesmanagement fees and promote revenues, net of expenses related to our third-party institutional private capital management platform, income fromloans and investments and corporate-level expenses not directly attributable to any of our three reportable segments. Non-segment assets consistprimarily of corporate assets, including cash and cash equivalents, restricted cash, loans receivable and investments and accounts receivable. Totalassets by reportable segment is not disclosed as the CODM does not review such information to evaluate business performance and allocateresources. Our CODM is the Chief Executive Officer of the Company. Our CODM evaluates performance of the combined properties in each operatingsegment and determines how to allocate resources to these segments, based on NOI for each segment. Our CODM uses NOI to assess theperformance of each segment and to allocate resources (including employees and financial or capital resources) primarily during the quarterly or annualbusiness review and annual budget and forecasting process. We define NOI as total revenues, less interest and other income, property-level operatingexpenses and third-party capital management expenses. Interest expense, depreciation and amortization, general, administrative and professional fees, income tax expense and other non-property-specific revenues and expenses are not allocated to individual reportable segments for purposes of assessing segment performance. There are nointersegment sales or transfers. 146
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Summary information by reportable segment is as follows (dollars in thousands): For the Year Ended December 31, 2025 SHOP OM&R NNN Non-Segment Total Revenues: Rental income $ — $ 895,089 $ 601,578 $ — $ 1,496,667 Resident fees and services 4,276,163 — — — 4,276,163 Third-party capital management revenues — 2,813 — 14,734 17,547 Income from loans and investments — — — 22,593 22,593 Interest and other income — — — 21,010 21,010 Total revenues $ 4,276,163 $ 897,902 $ 601,578 $ 58,337 $ 5,833,980 Total revenues $ 4,276,163 $ 897,902 $ 601,578 $ 58,337 $ 5,833,980 Less: Interest and other income — — — 21,010 21,010 Labor 1,740,819 — — — 1,740,819 Management fees 224,473 — — — 224,473 Other segment expenses 1,126,807 307,733 13,505 — 1,448,045 Property-level operating expenses 3,092,099 307,733 13,505 — 3,413,337 Third-party capital management expenses — — — 6,579 6,579 NOI $ 1,184,064 $ 590,169 $ 588,073 $ 30,748 2,393,054 Interest and other income 21,010 Interest expense (612,246) Depreciation and amortization (1,379,140) General, administrative and professional fees (177,400) Loss on extinguishment of debt, net (172) Transaction, transition and restructuring costs (10,073) Other expense (30,712) Income from unconsolidated entities 4,468 Gain on real estate dispositions 38,579 Income tax benefit 14,150 Net income 261,518 Net income attributable to noncontrolling interests 10,137 Net income attributable to common stockholders $ 251,381 ______________________________ Labor expense primarily includes salaries, benefits and related taxes. Other segment expenses include: • SHOP — food, utilities, real estate taxes, insurance, repairs and maintenance, marketing, supplies and other expenses. • OM&R — utilities, real estate taxes, insurance, repairs and maintenance, cleaning, roads and grounds expense and other expenses. • NNN — real estate taxes and insurance. The CODM does not regularly receive significant expense details for the OM&R or the NNN segments and focused on monitoring revenues and NOI because asignificant majority or all of the property-level operating expenses are recovered from the tenants. (1) (2) (1) (2) 147
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Year Ended December 31, 2024 SHOP OM&R NNN Non-Segment Total Revenues: Rental income $ — $ 874,886 $ 622,054 $ — $ 1,496,940 Resident fees and services 3,372,796 — — — 3,372,796 Third-party capital management revenues — 2,705 — 14,654 17,359 Income from loans and investments — — — 9,057 9,057 Interest and other income — — — 28,114 28,114 Total revenues $ 3,372,796 $ 877,591 $ 622,054 $ 51,825 $ 4,924,266 Total revenues $ 3,372,796 $ 877,591 $ 622,054 $ 51,825 $ 4,924,266 Less: Interest and other income — — — 28,114 28,114 Labor 1,418,320 — — — 1,418,320 Management fees 174,491 — — — 174,491 Other segment expenses 913,602 298,320 15,829 — 1,227,751 Property-level operating expenses 2,506,413 298,320 15,829 — 2,820,562 Third-party capital management expenses — — — 6,507 6,507 NOI $ 866,383 $ 579,271 $ 606,225 $ 17,204 2,069,083 Interest and other income 28,114 Interest expense (602,835) Depreciation and amortization (1,253,143) General, administrative and professional fees (162,990) Loss on extinguishment of debt, net (687) Transaction, transition and restructuring costs (20,369) Reversal of allowance on loans receivable and investments, net 166 Shareholder relations matters (15,751) Other expense (49,584) Income from unconsolidated entities 1,563 Gain on real estate dispositions 57,009 Income tax benefit 37,775 Net income 88,351 Net income attributable to noncontrolling interests 7,198 Net income attributable to common stockholders $ 81,153 ______________________________ Labor expense primarily includes salaries, benefits and related taxes. Other segment expenses include: • SHOP — food, utilities, real estate taxes, insurance, repairs and maintenance, marketing, supplies and other expenses. • OM&R — utilities, real estate taxes, insurance, repairs and maintenance, cleaning, roads and grounds expense and other expenses. • NNN — real estate taxes and insurance. (1) (2) (1) (2) 148
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The CODM does not regularly receive significant expense details for the OM&R or the NNN segments and focused on monitoring revenues and NOI because asignificant majority or all of the property-level operating expenses are recovered from the tenants. For the Year Ended December 31, 2023 SHOP OM&R NNN Non-Segment Total Revenues: Rental income $ — $ 867,193 $ 619,208 $ — $ 1,486,401 Resident fees and services 2,959,219 — — — 2,959,219 Third-party capital management revenues — 2,515 — 15,326 17,841 Income from loans and investments — — — 22,952 22,952 Interest and other income — — — 11,414 11,414 Total revenues $ 2,959,219 $ 869,708 $ 619,208 $ 49,692 $ 4,497,827 Total revenues $ 2,959,219 $ 869,708 $ 619,208 $ 49,692 $ 4,497,827 Less: Interest and other income — — — 11,414 11,414 Labor 1,279,296 — — — 1,279,296 Management fees 146,162 — — — 146,162 Other segment expenses 822,354 292,776 14,557 — 1,129,687 Property-level operating expenses 2,247,812 292,776 14,557 — 2,555,145 Third-party capital management expenses — — — 6,101 6,101 NOI $ 711,407 $ 576,932 $ 604,651 $ 32,177 1,925,167 Interest and other income 11,414 Interest expense (574,112) Depreciation and amortization (1,392,461) General, administrative and professional fees (148,876) Gain on extinguishment of debt, net 6,104 Transaction, transition and restructuring costs (15,215) Reversal of allowance on loans receivable and investments, net 20,270 Gain on foreclosure of real estate 29,127 Other income 23,001 Income from unconsolidated entities 13,626 Gain on real estate dispositions 62,119 Income tax benefit 9,539 Net loss (30,297) Net income attributable to noncontrolling interests 10,676 Net loss attributable to common stockholders $ (40,973) (1) (2) 149
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Table of Contents VENTAS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ______________________________ Labor expense primarily includes salaries, benefits and related taxes. Other segment expenses include: • SHOP — food, utilities, real estate taxes, insurance, repairs and maintenance, marketing, supplies and other expenses. • OM&R — utilities, real estate taxes, insurance, repairs and maintenance, cleaning, roads and grounds expense and other expenses. • NNN — real estate taxes and insurance. The CODM does not regularly receive significant expense details for the OM&R or the NNN segments and focused on monitoring revenues and NOI because asignificant majority or all of the property-level operating expenses are recovered from the tenants. Capital expenditures, including investments in real estate property and development project expenditures, by reportable segment are as follows(dollars in thousands): For the Years Ended December 31, Capital Expenditures: 2025 2024 2023 SHOP $ 2,642,415 $ 2,061,741 $ 409,105 OM&R 269,580 273,615 231,855 NNN 16,074 194,447 8,511 Total capital expenditures $ 2,928,069 $ 2,529,803 $ 649,471 Our portfolio of properties and loans and other investments are located in the United States, Canada and the United Kingdom. Revenues areattributed to an individual country based on the location of each property. Geographic information regarding our operations is as follows (dollars inthousands): As of December 31, Net Real Estate Property: 2025 2024 United States $ 21,138,000 $ 19,690,838 Canada 2,783,873 2,719,078 United Kingdom 205,060 190,629 Total net real estate property $ 24,126,933 $ 22,600,545 For the Years Ended December 31, Revenues: 2025 2024 2023 United States $ 5,209,830 $ 4,366,953 $ 4,004,173 Canada 552,924 526,575 464,772 United Kingdom 71,226 30,738 28,882 Total revenues $ 5,833,980 $ 4,924,266 $ 4,497,827 (1) (2) 150
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Table of Contents VENTAS, INC. SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION (Dollars in thousands) For the Years Ended December 31, 2025 2024 2023 Reconciliation of real estate: Carrying cost: Balance at beginning of period $ 31,830,011 $ 30,165,798 $ 28,768,409 Additions during period: Acquisitions 2,164,013 1,817,275 1,437,729 Capital expenditures 613,933 560,006 645,596 Deductions during period: Foreign currency translation 181,083 (287,505) 90,105 Other (594,892) (425,563) (776,041) Balance at end of period $ 34,194,148 $ 31,830,011 $ 30,165,798 Accumulated depreciation: Balance at beginning of period $ 9,839,538 $ 9,016,173 $ 8,231,160 Additions during period: Depreciation expense 1,102,196 1,015,531 937,767 Dispositions: Sales and/or transfers to assets held for sale (280,550) (115,981) (190,666) Foreign currency translation 38,937 (76,185) 37,912 Balance at end of period $ 10,700,121 $ 9,839,538 $ 9,016,173 ______________________________ Other may include sales, transfers to assets held for sale and impairments. (1) (1) 151
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Table of Contents VENTAS, INC. SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2025 (Dollars in thousands) Initial Cost to Company Gross Amount Carriedat Close of Period Description Count Encumbrances Land andImprovements Buildings andImprovements Costs CapitalizedSubsequentto Acquisition Land andImprovements Buildings andImprovements Total AccumulatedDepreciation Net BookValue Year ofConstruction YearAcquired Life onwhichDepreciationIn IncomeStatement is Computed UNITED STATES PROPERTIES Senior Housing Atria Senior Living 165 $ 489,318 $ 509,942 $ 4,599,617 $ 827,971 $ 544,369 $ 5,393,161 $5,937,530 $ 2,214,975 $3,722,555 1860 - 2013 2007 - 2021 13 - 54 years Sunrise Senior Living 85 14,987 209,877 2,328,854 304,152 224,926 2,617,958 2,842,883 1,276,536 1,566,347 1985 - 2009 2007 - 2021 17 - 35 years Discovery Senior Living 78 — 168,370 1,584,393 134,766 171,766 1,715,762 1,887,528 574,133 1,313,395 1977 - 2020 2005 - 2024 14 - 47 years Brookdale Senior Living 74 15,040 90,749 915,749 102,177 91,901 1,016,774 1,108,675 518,817 589,858 1980 - 2012 2004 - 2021 24 - 35 years Sinceri Senior Living 57 — 91,133 811,503 92,546 92,396 902,786 995,182 358,239 636,943 1915 - 2017 2006 - 2024 35 - 35 years Priority Life Care Properties 38 — 55,211 524,358 86,470 55,904 610,135 666,039 244,157 421,882 1986 - 2009 2005 - 2021 29 - 51 years Grace Management 33 — 110,157 840,124 90,450 113,852 926,880 1,040,732 174,375 866,357 1985 - 2016 2004 - 2024 33 - 39 years Koelsch Senior Communities 24 — 46,924 443,453 13,289 47,336 456,330 503,666 94,368 409,297 1972 - 2019 2011 - 2025 35 - 35 years Sodalis Senior Living 17 — 21,311 200,533 29,070 21,567 229,346 250,914 112,632 138,282 1992 - 2001 2006 - 2015 35 - 35 years Civitas Senior Living 15 — 47,603 577,709 — 47,603 577,709 625,312 14,981 610,331 1999 - 2023 2025 - 2025 35 - 35 years Health Dimensions Group 15 — 7,218 49,324 9,996 8,292 58,246 66,538 22,548 43,990 1990 - 2019 2011 - 2019 35 - 35 years Meridian Senior Living 14 — 19,090 104,237 8,882 19,091 113,118 132,209 34,127 98,082 1972 - 2012 2011 - 2023 35 - 35 years American House 13 — 13,794 191,098 23,554 15,426 213,020 228,447 71,553 156,893 1998 - 2016 2006 - 2025 35 - 35 years Sonida Senior Living 12 — 16,140 179,280 42,238 17,062 220,596 237,658 91,556 146,102 1979 - 2006 2005 - 2021 35 - 47 years Avamere Family of Companies 11 — 20,407 113,192 13,817 20,654 126,763 147,416 55,621 91,796 1998 - 2014 2011 - 2015 35 - 35 years Senior Lifestyle 10 — 50,875 487,273 46,214 53,162 531,200 584,362 92,642 491,720 1982 - 2002 2011 - 2023 33 - 35 years Milestone Retirement Communities 10 — 15,710 171,345 24,744 15,823 195,976 211,799 63,110 148,688 1965 - 2011 2012 - 2014 35 - 35 years Hawthorn Senior Living 10 — 35,668 220,099 22,967 35,948 242,786 278,734 45,530 233,205 1991 - 2008 2021 - 2021 27 - 50 years Other Senior Housing Operators 90 90,459 245,881 2,244,070 64,407 246,055 2,308,302 2,554,357 315,061 2,239,297 1972 - 2022 2004 - 2025 11 - 35 years Other Senior Housing — — — (21) — — (21) (21) — (21) Total Senior Housing 771 609,804 1,776,060 16,586,190 1,937,710 1,843,133 18,456,827 20,299,960 6,374,961 13,924,999 (1) 152
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Table of Contents Initial Cost to Company Gross Amount Carriedat Close of Period Description Count Encumbrances Land andImprovements Buildings andImprovements CostsCapitalizedSubsequent to Acquisition Land andImprovements Buildings andImprovements Total AccumulatedDepreciation Net BookValue Year ofConstruction YearAcquired Life onwhich DepreciationIn IncomeStatement is Computed Outpatient Medical Buildings Lillibridge 234 23,980 186,388 2,169,506 767,704 193,005 2,930,593 3,123,598 1,352,160 1,771,438 1960 - 2016 2004 - 2023 4 - 39 years PMB RES 40 227,324 80,638 1,029,259 165,182 84,013 1,191,067 1,275,079 480,664 794,416 1968 - 2024 2011 - 2023 19 - 35 years Ardent Health Services 19 — 5,638 214,808 633 5,638 215,441 221,079 26,522 194,557 1974 - 2011 2018 - 2022 35 - 35 years Other Medical Buildings Operators 88 10,377 137,841 1,088,507 78,059 135,566 1,168,840 1,304,408 406,289 898,117 1954 - 2019 2004 - 2023 25 - 35 years Other Medical Buildings — — — — 4,861 2,854 2,007 4,861 2,361 2,500 Total Outpatient Medical Buildings 381 261,681 410,505 4,502,080 1,016,439 421,076 5,507,948 5,929,025 2,267,996 3,661,028 Research Wexford 26 334,265 69,376 1,403,038 317,521 76,087 1,713,848 1,789,935 431,963 1,357,972 1900 - 2025 2016 - 2022 15 - 60 years Other Research Operators 2 — 1,194 76,515 2,676 1,193 79,191 80,385 14,670 65,715 2010 - 2016 2020 - 2020 35 - 35 years Other Research — — 11,800 68,542 61,226 19,118 80,342 10,639 69,703 Total Research 28 334,265 70,570 1,491,353 388,739 138,506 1,812,157 1,950,662 457,272 1,493,390 IRFs & LTACs Kindred Healthcare 31 — 83,308 328,393 333 82,305 329,728 412,033 198,852 213,181 1949 - 2008 1998 - 2024 20 - 40 years Other IRFs & LTACs 13 — 17,554 195,036 1,088 17,556 196,122 213,678 62,195 151,483 1989 - 2013 2011 - 2023 35 - 36 years Total IRFs & LTACs 44 — 100,862 523,429 1,421 99,861 525,850 625,711 261,047 364,664 Other Healthcare Facilities Ardent Health Services 10 — 98,428 1,126,010 78,106 97,416 1,205,128 1,302,544 353,607 948,937 1928 - 2020 2018 - 2022 35 - 35 years Skilled Nursing Genesis Healthcare 12 — 11,350 164,745 (5,708) 11,350 159,037 170,387 86,632 83,755 1948 - 1995 2004 - 2011 30 - 35 years Other Skilled Nursing Operators 14 — 12,862 48,700 1,406 13,043 49,925 62,968 19,091 43,877 1948 - 2000 1998 - 2023 29 - 40 years Total Skilled Nursing 26 — 24,212 213,445 (4,302) 24,393 208,962 233,355 105,723 127,632 CANADIAN PROPERTIES Senior Housing Le Groupe Maurice 37 1,197,162 166,894 2,042,752 (26,675) 161,551 2,021,422 2,182,972 304,189 1,878,783 2000 - 2024 2019 - 2022 40 - 60 years Atria Senior Living 29 270,897 75,553 845,363 (66,034) 67,142 787,740 854,882 311,461 543,421 1988 - 2008 2014 - 2014 35 - 35 years Sunrise Senior Living 12 — 46,600 418,821 (62,082) 38,964 364,374 403,339 192,820 210,519 2001 - 2007 2007 - 2007 35 - 35 years (1) 153
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Table of Contents Initial Cost to Company Gross Amount Carriedat Close of Period Description Count Encumbrances Land andImprovements Buildings andImprovements CostsCapitalizedSubsequent to Acquisition Land andImprovements Buildings andImprovements Total AccumulatedDepreciation Net BookValue Year ofConstruction YearAcquired Life onwhich DepreciationIn IncomeStatement is Computed Other Senior Housing Operators 6 — 25,172 146,694 (4,551) 23,173 144,142 167,315 20,782 146,533 2006 - 2019 2021 - 2021 35 - 35 years Total Senior Housing 84 1,468,059 314,219 3,453,630 (159,342) 290,830 3,317,678 3,608,508 829,252 2,779,256 UNITED KINGDOM PROPERTIES Senior Housing Care Concern Group 11 — 40,481 81,719 (6,310) 37,227 78,664 115,890 21,505 94,385 1910 - 2014 2015 - 2017 40 - 40 years International Hospital Spire Healthcare 3 — 11,903 136,628 (20,039) 10,296 118,196 128,492 28,758 99,734 1980 - 1986 2014 - 2014 50 - 50 years TOTAL 1,358 $ 2,673,809 $ 2,847,240 $ 28,114,484 $3,232,422 $ 2,962,738 $ 31,231,410 $34,194,148 $10,700,121 $23,494,027 ______________________________ Adjustments to basis included provisions for asset impairments, partial dispositions, costs capitalized subsequent to acquisitions and foreign currency translationadjustments. (1) (1) 154
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Table of Contents VENTAS, INC. SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE December 31, 2025 (Dollars in thousands) Location Interest Rate Fixed / Variable Maturity Date Periodic Payment Terms Prior Liens Face Amount of Mortgages Carrying Amount of Mortgages Principal Amount of Loans Subject to Delinquent Principal or Interest First mortgage relating to two senior housing properties located in: Texas Lesser of 9.50% or Term SOFR plus 5.00% Variable 2/16/2026 Interest only $ — $ 8,000 $ 8,000 $ — First mortgage relating to two senior housing properties located in: Tennessee Greater of 9.00% or TermSOFR plus 4.50% Variable 4/23/2026 Interest only — 3,150 3,138 — First mortgage relating to two senior housing properties located in: South Carolina Greater of 9.00% or TermSOFR plus 4.50% Variable 5/21/2026 Interest only — 3,150 3,134 — First mortgage relating to one senior housing property located in: Washington Greater of 10.25% or Term SOFR plus 5.75% Variable 9/20/2027 Interest only — 109,000 108,345 — First mortgage relating to one senior housing property located in: Pennsylvania Term SOFR plus 3.25% Variable 11/4/2027 Interest and principal; $20.4M balloon due atmaturity — 20,467 20,467 — Total $ — $ 143,767 $ 143,084 $ — ______________________________ For Federal income tax purposes, the aggregate cost of investments in mortgage loans on real estate is the carrying amount, as disclosed in the schedule. This loan was previously scheduled to mature on June 15, 2025 and was extended to mature on February 16, 2026. A prepayment premium consisting of accelerated interest charged on the prepaid amount is assessed, as of the date of the prepayment, at the greater of thecontract rate and the term SOFR forward curve through September 30, 2026. An exit fee is assessed at 1% of the amount of principal prepaid. (1) (2) (3) (1) (2) (3) 155
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Table of Contents Reconciliation of Mortgage Loans: Year Ended December 31, 2025 2024 2023 Beginning Balance $ 143,472 $ 26,087 $ 491,334 Additions: New loans — 115,359 — Construction draws 934 2,100 835 Total additions 934 117,459 835 Deductions: Principal repayments (1,730) (74) — Conversions to real property — — (486,082) Allowance — — 20 Amortization of deferred financing costs 408 Total deductions (1,322) (74) (486,062) Effect of foreign currency translation — — — Ending Balance $ 143,084 $ 143,472 $ 26,087 ______________________________ New loans include $7.5 million received as non-cash consideration for properties sold in 2024. (1) (1) 156
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Table of Contents ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. ITEM 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, our management, with the participation of our Chief Executive Officer andChief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. Based on that evaluation,our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of December 31, 2025, at the reasonable assurance level. Internal Control over Financial Reporting The information set forth under “Management Report on Internal Control over Financial Reporting” and “Report of Independent RegisteredPublic Accounting Firm on Internal Control over Financial Reporting” included in Part II, Item 8 of this Annual Report is incorporated by reference intothis Item 9A. Internal Control Changes During the fourth quarter of 2025, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. Other Information During the three months ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Actof 1934, as amended) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms aredefined in Item 408 of Regulation S-K). ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. 157
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Table of Contents PART III ITEM 10. Directors, Executive Officers and Corporate Governance The information required by this Item 10 is incorporated by reference to our definitive Proxy Statement for the 2026 Annual Meeting ofStockholders, which we will file with the SEC not later than April 30, 2026. ITEM 11. Executive Compensation The information required by this Item 11 is incorporated by reference to our definitive Proxy Statement for the 2026 Annual Meeting ofStockholders, which we will file with the SEC not later than April 30, 2026. ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item 12 is incorporated by reference to our definitive Proxy Statement for the 2026 Annual Meeting ofStockholders, which we will file with the SEC not later than April 30, 2026. ITEM 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item 13 is incorporated by reference to our definitive Proxy Statement for the 2026 Annual Meeting ofStockholders, which we will file with the SEC not later than April 30, 2026. ITEM 14. Principal Accountant Fees and Services The information required by this Item 14 is incorporated by reference to our definitive Proxy Statement for the 2026 Annual Meeting ofStockholders, which we will file with the SEC not later than April 30, 2026. 158
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Table of Contents PART IV ITEM 15. Exhibits and Financial Statement Schedules Financial Statements and Financial Statement Schedules The following documents have been included in Part II, Item 8 of this Annual Report on Form 10-K: Page Reports of Independent Registered Public Accounting Firm 91 Consolidated Balance Sheets as of December 31, 2025 and 2024 95 Consolidated Statements of Income for the Years Ended December 31, 2025, 2024 and 2023 96 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025, 2024 and 2023 97 Consolidated Statements of Equity for the Years Ended December 31, 2025, 2024 and 2023 98 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023 99 Notes to Consolidated Financial Statements 102 Consolidated Financial Statement Schedules Schedule III — Real Estate and Accumulated Depreciation 151 Schedule IV — Mortgage Loans on Real Estate 155 All other schedules have been omitted because they are inapplicable or not required or the information is included elsewhere in theConsolidated Financial Statements or notes thereto. 159
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Table of Contents EXHIBITS Exhibit Number Description of Document Location of Document 2.1 Agreement and Plan of Merger, dated as of June 28, 2021, by and amongVentas, Inc., Cadence Merger Sub LLC and New Senior Investment GroupInc. Incorporated by reference herein. Previously filed as Exhibit 2.1 to ourCurrent Report on Form 8-K, filed on June 28, 2021, File No. 001-10989. 3.1 Restated Certificate of Incorporation of Ventas, Inc. Incorporated by reference herein. Previously filed as Exhibit 3.3 to ourCurrent Report on Form 8-K, filed on May 15, 2025, File No. 001-10989. 3.2 Sixth Amended and Restated Bylaws, as amended, of Ventas, Inc. Incorporated by reference herein. Previously filed as Exhibit 3.1 to our Current Report on Form 8-K, filed on June 1, 2022, File No. 001-10989. 4.1 Specimen common stock certificate. Incorporated by reference herein. Previously filed as Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed on February 12, 2016, File No. 001-10989. 4.2.1 Indenture, dated as of September 26, 2013, by and among Ventas, Inc., Ventas Realty, Limited Partnership, as Issuer, the Guarantors namedtherein, as Guarantors, and U.S. Bank National Association, as Trustee. Incorporated by reference herein. Previously filed as Exhibit 4.10 to our Annual Report on Form 10-K for the year ended December 31, 2016, filedon February 14, 2017, File No. 001-10989. 4.2.2 Second Supplemental Indenture, dated as of September 26, 2013, by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., asGuarantor, and U.S. Bank National Association, as Trustee, relating to the 5.700% Senior Notes due 2043. Incorporated by reference herein. Previously filed as Exhibit 4.3 to our Current Report on Form 8-K, filed on September 26, 2013, File No. 001- 10989. 4.2.3 Fifth Supplemental Indenture, dated as of January 14, 2015, by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor,and U.S. Bank National Association, as Trustee, relating to the 3.500% Senior Notes due 2025. Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on January 14, 2015, File No. 001-10989. 4.2.4 Sixth Supplemental Indenture, dated as of January 14, 2015, by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the4.375% Senior Notes due 2045. Incorporated by reference herein. Previously filed as Exhibit 4.3 to our Current Report on Form 8-K, filed on January 14, 2015, File No. 001- 10989. 4.3.1 Indenture, dated as September 24, 2014, by and among Ventas, Inc., Ventas Canada Finance Limited, the Guarantors parties thereto from time to time and Computershare Trust Company of Canada, as Trustee. Incorporated by reference herein. Previously filed as Exhibit 4.1 to ourQuarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed on October 24, 2014, File No. 001-10989. 4.3.2 Seventh Supplemental Indenture, dated as of December 1, 2021, by andamong Ventas Canada Finance Limited, as Issuer, Ventas, Inc., as Guarantor, and Computershare Trust Company of Canada, as Trustee, relating to the 2.45% Senior Notes, Series G due 2027. Incorporated by reference herein. Previously filed as Exhibit 4.14 to ourAnnual Report on Form 10-K for the year ended December 31, 2021, filed on February 18, 2022, File No. 001-10989. 4.3.3 Eighth Supplemental Indenture, dated as of December 1, 2021, by and among Ventas Canada Finance Limited, as Issuer, Ventas, Inc., asGuarantor, and Computershare Trust Company of Canada, as Trustee, relating to the 3.30% Senior Notes, Series H due 2031. Incorporated by reference herein. Previously filed as Exhibit 4.15 to our Annual Report on Form 10-K for the year ended December 31, 2021, filedon February 18, 2022, File No. 001-10989. 160
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Table of Contents Exhibit Number Description of Document Location of Document 4.3.4 Ninth Supplemental Indenture, dated as of April 21, 2023, by and among Ventas Canada Finance Limited, as Issuer, Ventas, Inc., as Guarantor, andComputershare Trust Company of Canada, as Trustee, relating to the 5.398% Senior Notes, Series I due 2028. Incorporated by reference herein. Previously filed as Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filedon May 9, 2023, File No. 001-10989. 4.3.5 Tenth Supplemental Indenture, dated as of March 5, 2024, by and amongVentas Canada Finance Limited, as Issuer, Ventas, Inc., as Guarantor, and Computershare Trust Company of Canada, as Trustee, relating to the5.10% Senior Notes, Series J due 2029. Incorporated by reference herein. Previously filed as Exhibit 4.1 to ourQuarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed on May 2, 2024, File No. 001-10989. 4.4.1 Indenture, dated as of July 16, 2015, by and among Ventas, Inc., Ventas Realty, Limited Partnership, as Issuer, the Guarantors named therein asGuarantors and U.S. Bank National Association, as Trustee. Incorporated by reference herein. Previously filed as Exhibit 4.1 to our Current Report on Form 8-K, filed on July 16, 2015, File No. 001-10989. 4.4.2 First Supplemental Indenture, dated as of July 16, 2015, by and amongVentas Realty, Limited Partnership, as Issuer, Ventas Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 4.125% Senior Notes due 2026. Incorporated by reference herein. Previously filed as Exhibit 4.2 to ourCurrent Report on Form 8-K, filed on July 16, 2015, File No. 001-10989. 4.4.3 Third Supplemental Indenture, dated as of September 21, 2016, by and among Ventas Realty, Limited Partnership, as Issuer, Ventas Inc., asGuarantor, and U.S. Bank National Association, as Trustee, relating to the 3.250% Senior Notes due 2026. Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on September 21, 2016, File No. 001-10989. 4.4.4 Fourth Supplemental Indenture, dated as of March 29, 2017, by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the3.850% Senior Notes due 2027. Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on March 29, 2017, File No. 001-10989. 4.5.1 Indenture, dated February 23, 2018, among Ventas, Inc., Ventas Realty,Limited Partnership, the Guarantors named therein and U.S. Bank National Association, as Trustee. Incorporated by reference herein. Previously filed as Exhibit 4.1 to ourCurrent Report on Form 8-K, filed on February 23, 2018, File No. 001- 10989. 4.5.2 First Supplemental Indenture, dated as of February 23, 2018, by andamong Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the4.000% Senior Notes due 2028. Incorporated by reference herein. Previously filed as Exhibit 4.2 to ourCurrent Report on Form 8-K, filed on February 23, 2018, File No. 001- 10989. 4.5.3 Second Supplemental Indenture, dated as of August 15, 2018, by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., asGuarantor, and U.S. Bank National Association, as Trustee, relating to the 4.400% Senior Notes due 2029. Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on August 15, 2018, File No. 001-10989. 4.5.4 Third Supplemental Indenture, dated as of February 26, 2019, by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the4.875% Senior Notes due 2049. Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on February 26, 2019, File No. 001- 10989. 161
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Table of Contents Exhibit Number Description of Document Location of Document 4.5.5 Fourth Supplemental Indenture, dated as of July 3, 2019, by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor.and U.S. Bank National Association, as Trustee, relating to the 2.650% Senior Notes due 2025. Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on July 3, 2019, File No. 001-10989. 4.5.6 Fifth Supplemental Indenture, dated as of August 21, 2019, by and amongVentas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 3.000%Senior Notes due 2030. Incorporated by reference herein. Previously filed as Exhibit 4.2 to ourCurrent Report on Form 8-K, filed on August 21, 2019, File No. 001-10989. 4.5.7 Sixth Supplemental Indenture, dated as of April 1, 2020, by and amongVentas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor,and U.S. Bank National Association, as Trustee, relating to the 4.750%Senior Notes due 2030. Incorporated by reference herein. Previously filed as Exhibit 4.2 to ourCurrent Report on Form 8-K, filed on April 1, 2020, File No. 001-10989. 4.5.8 Seventh Supplemental Indenture, dated as of August 20, 2021, by andamong Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., asGuarantor, and U.S. Bank National Association, as Trustee, relating to the2.500% Senior Notes due 2031. Incorporated by reference herein. Previously filed as Exhibit 4.2 to ourCurrent Report on Form 8-K, filed on August 20, 2021, File No. 001-10989. 4.5.9 Eighth Supplemental Indenture, dated as of May 13, 2024, by and amongVentas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor,and U.S. Bank Trust Company, National Association (successor to U.S.Bank National Association), as Trustee, relating to the 5.625% SeniorNotes due 2034. Incorporated by reference herein. Previously filed as Exhibit 4.2 to ourCurrent Report on Form 8-K, filed on May 13, 2024, File No. 001-10989. 4.5.10 Ninth Supplemental Indenture, dated as of September 9, 2024, by andamong Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., asGuarantor, and U.S. Bank Trust Company, National Association (successorto U.S. Bank National Association), as Trustee, relating to the 5.000%Senior Notes due 2035. Incorporated by reference herein. Previously filed as Exhibit 4.2 to ourCurrent Report on Form 8-K, filed on September 9, 2024, File No. 001-10989. 4.5.11 Tenth Supplemental Indenture, dated as of June 3, 2025, by and amongVentas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor,and U.S. Bank Trust Company, National Association (successor to U.S.Bank National Association), as Trustee, relating to the 5.100% SeniorNotes due 2032. Incorporated by reference herein. Previously filed as Exhibit 4.2 to ourCurrent Report on Form 8-K, filed on June 3, 2025, File No. 001-10989. 4.5.12 Eleventh Supplemental Indenture, dated as of December 4, 2025, by andamong Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., asGuarantor, and U.S. Bank Trust Company, National Association (successorto U.S. Bank National Association), as Trustee, relating to the 5.000%Senior Notes due 2036. Incorporated by reference herein. Previously filed as Exhibit 4.2 to ourCurrent Report on Form 8-K, filed on December 4, 2025, File No. 001-10989. 4.6 Indenture dated as of June 13, 2023, by and among Ventas Realty, LimitedPartnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank TrustCompany, National Association, as Trustee, relating to the 3.75%Exchangeable Senior Notes due 2026. Incorporated by reference herein. Previously filed as Exhibit 4.1 to ourCurrent Report on Form 8-K, filed on June 13, 2023, File No. 001-10989. 4.7 Description of the Registrant’s Securities. Filed herewith. 162
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Table of Contents Exhibit Number Description of Document Location of Document Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, the Company has not filed as an exhibit to this Form 10-K certain instruments defining the rights of the holders of certain additional long-term debt of the Company and its subsidiaries, none of which authorize a total amount of indebtedness in excess of10% of the total assets of the Company and its subsidiaries on a consolidated basis. The Company agrees to furnish a copy of any of these agreements to the SEC upon request. 10.1 First Amended and Restated Agreement of Limited Partnership of VentasRealty, Limited Partnership. Incorporated by reference herein. Previously filed as Exhibit 3.5 to ourRegistration Statement on Form S-4, as amended, filed on May 29, 2002, File No. 333-89312. 10.2.1 Credit and Guaranty Agreement, dated as of June 27, 2022, among Ventas Realty, Limited Partnership, as Borrower, Ventas, Inc., as Guarantor, the lending institutions party thereto from time to time and Bank of America,N.A., as Administrative Agent. Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on June 30, 2022, File No. 001-10989 10.2.2 First Amendment to Credit and Guaranty Agreement, dated as of April 29,2025, among Ventas Realty, Limited Partnership, as Borrower, Ventas, Inc., as Guarantor, the lending institutions party thereto from time to time and Bank of America, N.A., as Administrative Agent. Incorporated by reference herein. Previously filed as Exhibit 10.2 to ourQuarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed on May 1, 2025, File No. 001-10989. 10.2.3 Second Amendment to Credit and Guaranty Agreement, dated as of January 7, 2026, among Ventas Realty, Limited Partnership, as Borrower,Ventas, Inc., as Guarantor, the lending institutions party thereto from time to time and Bank of America, N.A., as Administrative Agent. Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on January 7, 2026, File No. 001-10989. 10.3.1 Fourth Amended and Restated Credit and Guaranty Agreement, dated asof April 24, 2024, among Ventas Realty, Limited Partnership, Ventas SSLOntario II, Inc., Ventas Canada Finance Limited, Ventas UK Finance, Inc.and Ventas Euro Finance, LLC, as Borrowers, Ventas, Inc., as Guarantor,the Lenders identified therein, Bank of America, N.A., as AdministrativeAgent, and Bank of America, N.A., JPMorgan Chase Bank, N.A. and WellsFargo Bank, National Association, as L/C Issuers. Incorporated by reference herein. Previously filed as Exhibit 10.1 to ourCurrent Report on Form 8-K, filed on April 24, 2024, File No. 001-10989. 10.3.2 First Amendment to Fourth Amended Credit and Guaranty Agreement, dated as of April 29, 2025, among Ventas Realty, Limited Partnership,Ventas SSL Ontario II, Inc., Ventas Canada Finance Limited, Ventas UK Finance, Inc. and Ventas Euro Finance, LLC, as Borrowers, Ventas, Inc.,as Guarantor, the Lenders identified therein, the L/C Issuers identified therein and Bank of America, N.A., as Administrative Agent. Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filedon May 1, 2025, File No. 001-10989. 10.4.1 Credit and Guaranty Agreement, dated as of September 6, 2023, amongVentas Realty, Limited Partnership, a Delaware limited partnership, asBorrower, Ventas, Inc., a Delaware corporation, as Guarantor, the lendinginstitutions party thereto from time to time, and Bank of America, N.A., asAdministrative Agent. Incorporated by reference herein. Previously filed as Exhibit 10.1 to ourCurrent Report on Form 8-K, filed on September 12, 2023, File No. 001-10989. 163
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Table of Contents Exhibit Number Description of Document Location of Document 10.4.2 First Amendment to Credit and Guaranty Agreement, dated as of April 29,2025, among Ventas Realty, Limited Partnership, as Borrower, Ventas, Inc.,as Guarantor, the lending institutions party thereto from time to time andBank of America, N.A., as Administrative Agent. Incorporated by reference herein. Previously filed as Exhibit 10.3 to ourQuarterly Report on Form 10-Q for the quarter ended March 31, 2025, filedon May 1, 2025, File No. 001-10989. 10.5.1 ATM Sales Agreement, dated September 18, 2024, among Ventas, Inc.and the Agents and Forward Purchasers named therein.Incorporated by reference herein. Previously filed as Exhibit 1.1 to ourCurrent Report on Form 8-K, filed on September 18, 2024, File No. 001-10989. 10.5.2 Amendment No. 1 to the ATM Sales Agreement, dated June 13, 2025, among Ventas, Inc. and the Agents and Forward Purchasers namedtherein. Incorporated by reference herein. Previously filed as Exhibit 1.1 to our Current Report on Form 8-K, filed on June 13, 2025, File No. 001-10989. 10.6 Cooperation Agreement, dated March 4, 2024, among Ventas, Inc. and Land & Buildings Investment Management, LLC and certain of its affiliates. Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on March 4, 2024, File No. 001-10989. 10.7.1* Ventas, Inc. 2006 Stock Plan for Directors, as amended.Incorporated by reference herein. Previously filed as Exhibit 10.1 to ourQuarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed on April 27, 2012, File No. 001-10989. 10.7.2* Form of Restricted Stock Unit Agreement—2006 Stock Plan for Directors.Incorporated by reference herein. Previously filed as Exhibit 10.11.4 to our Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, File No. 001-10989. 10.8.1* Ventas, Inc. 2012 Incentive Plan. Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on May 23, 2012, File No. 001-10989. 10.8.2* First Amendment to the Ventas, Inc. 2012 Incentive Plan. Incorporated by reference herein. Previously filed as Exhibit 10.10.7 to ourQuarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on April 28, 2017, File No. 001-10989. 10.8.3* Form of Stock Option Agreement (Employees) under the Ventas, Inc. 2012Incentive Plan. Incorporated by reference herein. Previously filed as Exhibit 10.6.2 to ourAnnual Report on Form 10-K for the year ended December 31, 2014, filed February 13, 2015, File No. 001-10989. 10.8.4* Form of Restricted Stock Agreement (Directors) under the Ventas, Inc. 2012 Incentive Plan. Incorporated by reference herein. Previously filed as Exhibit 10.5 to our Registration Form on S-8, filed on August 7, 2012, File No. 333-183121. 10.8.5* Form of Restricted Stock Unit Agreement (Directors) under the Ventas, Inc. 2012 Incentive Plan. Incorporated by reference herein. Previously filed as Exhibit 10.6 to our Registration Form on S-8, filed on August 7, 2012, File No. 333-183121. 10.8.6* Form of Performance-Based Restricted Stock Unit Agreement (CEO) underthe Ventas, Inc. 2012 Incentive Plan. Incorporated by reference herein. Previously filed as Exhibit 10.10.8 to ourQuarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on April 28, 2017, File No. 001-10989. 10.8.7* Form of Restricted Stock Unit Agreement (CEO) under the Ventas, Inc. 2012 Incentive Plan. Incorporated by reference herein. Previously filed as Exhibit 10.10.9 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on April 28, 2017, File No. 001-10989. 164
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Table of Contents Exhibit Number Description of Document Location of Document 10.8.8* Form of Performance-Based Restricted Stock Unit Agreement (Non-CEO) under the Ventas, Inc. 2012 Incentive Plan. Incorporated by reference herein. Previously filed as Exhibit 10.10.11 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filedon April 28, 2017, File No. 001-10989. 10.8.9* Form of Restricted Stock Unit Agreement (Non-CEO) under the Ventas, Inc. 2012 Incentive Plan. Incorporated by reference herein. Previously filed as Exhibit 10.10.12 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017,filed on April 28, 2017, File No. 001-10989. 10.9.1* Ventas, Inc. Non-Employee Directors’ Cash Compensation Deferral Plan (formerly the “Ventas Nonemployee Directors’ Deferred Stock Compensation Plan”) Incorporated by reference herein. Previously filed as Exhibit 10.10.1 to our Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 10, 2023, File No. 001-10989. 10.9.2* Deferral Election Form under the Ventas Nonemployee Directors’ Deferred Stock Compensation Plan (used prior to December 2022) Incorporated by reference herein. Previously filed as Exhibit 10.13.2 to our Annual Report on Form 10-K for the year ended December 31, 2008, filedon February 27, 2009, File No. 001-10989. 10.9.3* Deferral Election Form under the Ventas, Inc. Non-Employee Directors’Cash Compensation Deferral Plan. Incorporated by reference herein. Previously filed as Exhibit 10.10.3 to ourAnnual Report on Form 10-K for the year ended December 31, 2022, filed on February 10, 2023, File No. 001-10989 10.10.1*Ventas, Inc. 2022 Incentive Plan Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on August 5, 2022, File No. 001-10989. 10.10.2*Ventas, Inc. Non-Employee Directors’ Equity Award Deferral Program Adopted Pursuant to the Ventas, Inc. 2022 Incentive Plan Incorporated by reference herein. Previously filed as Exhibit 10.11.2 to our Annual Report on Form 10-K for the year ended December 31, 2022, filedon February 10, 2023, File No. 001-10989. 10.10.3*Deferral Election Form under the Ventas, Inc. Non-Employee Directors’Equity Award Deferral Program Incorporated by reference herein. Previously filed as Exhibit 10.11.3 to ourAnnual Report on Form 10-K for the year ended December 31, 2022, filed on February 10, 2023, File No. 001-10989. 10.10.4*Restricted Stock Award granted to Sumit Roy on October 1, 2022 under theVentas, Inc. 2022 Incentive Plan Incorporated by reference herein. Previously filed as Exhibit 10.11.4 to ourAnnual Report on Form 10-K for the year ended December 31, 2022, filed on February 10, 2023, File No. 001-10989. 10.10.5*Form of Restricted Stock Unit Award under the Ventas, Inc. 2022 Incentive Plan (Non-Employee Directors) Incorporated by reference herein. Previously filed as Exhibit 10.11.5 to our Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 10, 2023, File No. 001-10989. 10.10.6*Form of Restricted Stock Unit Agreement under the Ventas, Inc. 2022 Incentive Plan (CEO) Incorporated by reference herein. Previously filed as Exhibit 10.11.6 to our Annual Report on Form 10-K for the year ended December 31, 2022, filedon February 10, 2023, File No. 001-10989. 10.10.7*Form of Performance Share Unit Agreement under the Ventas, Inc. 2022 Incentive Plan (CEO) Incorporated by reference herein. Previously filed as Exhibit 10.11.7 to our Annual Report on Form 10-K for the year ended December 31, 2022, filedon February 10, 2023, File No. 001-10989. 165
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Table of Contents Exhibit Number Description of Document Location of Document 10.10.8*Form of Restricted Stock Unit Award under the Ventas, Inc. 2022 Incentive Plan (non-CEO Executive Officer) Incorporated by reference herein. Previously filed as Exhibit 10.11.8 to our Annual Report on Form 10-K for the year ended December 31, 2022, filedon February 10, 2023, File No. 001-10989. 10.10.9*Form of Performance Share Unit Award under the Ventas, Inc. 2022 Incentive Plan (non-CEO Executive Officer) Incorporated by reference herein. Previously filed as Exhibit 10.11.9 to our Annual Report on Form 10-K for the year ended December 31, 2022, filedon February 10, 2023, File No. 001-10989. 10.11* Second Amended and Restated Employment Agreement dated as ofMarch 22, 2011 between Ventas, Inc. and Debra A. Cafaro. Incorporated by reference herein. Previously filed as Exhibit 10.1 to ourCurrent Report on Form 8-K, filed on March 24, 2011, File No. 001-10989. 10.12.1*Offer Letter dated September 16, 2014 from Ventas, Inc. to Robert F. Probst. Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on September 29, 2014, File No. 001-10989. 10.12.2*Employee Protection and Noncompetition Agreement dated September 16, 2014 between Ventas, Inc. and Robert F. Probst. Incorporated by reference herein. Previously filed as Exhibit 10.2 to our Current Report on Form 8-K, filed on September 29, 2014, File No. 001- 10989. 10.12.3*Amendment dated December 8, 2017 to Employee Protection andNoncompetition Agreement dated as of September 16, 2014 between Ventas, Inc. and Robert F. Probst. Incorporated by reference herein. Previously filed as Exhibit 10.17.3 to ourAnnual Report on Form 10-K for the year ended December 31, 2017, filed on February 9, 2018, File No. 001-10989. 10.13.1*Offer of Employment Term Sheet dated March 20, 2018 from Ventas, Inc. to Peter J. Bulgarelli. Incorporated by reference herein. Previously filed as Exhibit 10.1.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filedon April 27, 2018, File No. 001-10989. 10.13.2*Employee Protection and Noncompetition Agreement dated March 20,2018 between Ventas, Inc. and Peter J. Bulgarelli. Incorporated by reference herein. Previously filed as Exhibit 10.1.2 to ourQuarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed on April 27, 2018, File No. 001-10989. 10.14.1* Offer Letter dated December 22, 2019 from Ventas, Inc. to Carey SheaRoberts. Incorporated by reference herein. Previously filed as Exhibit 10.18.3 to ourAnnual Report on Form 10-K for the year ended December 31, 2020, filedon February 23, 2021, File No. 001-10989 10.14.2*Employee Protection and Restrictive Covenants Agreement dated January 21, 2020 between Ventas, Inc. and Carey Shea Roberts. Incorporated by reference herein. Previously filed as Exhibit 10.2.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filedon May 8, 2020, File No. 001-10989. 10.14.3*Employment Bonus Agreement dated March 4, 2020 between Ventas, Inc.and Carey Shea Roberts. Incorporated by reference herein. Previously filed as Exhibit 10.2.2 to ourQuarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 8, 2020, File No. 001-10989. 10.15.1* Offer Letter dated January 30, 2020 from Ventas, Inc. to J. JustinHutchens. Incorporated by reference herein. Previously filed as Exhibit 10.19.2 to ourAnnual Report on Form 10-K for the year ended December 31, 2020, filedon February 23, 2021, File No. 001-10989 166
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Table of Contents Exhibit Number Description of Document Location of Document 10.15.2*Employee Protection and Restrictive Covenants Agreement dated February 7, 2020 between Ventas, Inc. and J. Justin Hutchens. Incorporated by reference herein. Previously filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filedon May 8, 2020, File No. 001-10989. 10.16* Ventas Employee and Director Stock Purchase Plan, as amended.Incorporated by reference herein. Previously filed as Exhibit 10.18 to our Annual Report on Form 10-K for the year ended December 31, 2008, filedon February 27, 2009, File No. 001-10989. 19 Ventas, Inc. Securities Trading Policy Incorporated by reference herein. Previously filed as Exhibit 19 to ourAnnual Report on Form 10-K for the year ended December 31, 2024, filed on February 13, 2025. 21 Subsidiaries of Ventas, Inc. Filed herewith. 22 List of Guarantors and Issuers of Guaranteed Securities.Filed herewith. 23 Consent of KPMG LLP. Filed herewith. 31.1 Certification of Debra A. Cafaro, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(a) under the Exchange Act. Filed herewith. 31.2 Certification of Robert F. Probst, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) under the Exchange Act. Filed herewith. 32.1 Certification of Debra A. Cafaro, Chairman and Chief Executive Officer,pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. 1350.This exhibit will not be deemed “filed” for purposes of Section 18 of theSecurities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Such exhibit shall not be deemed incorporated intoany filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. 32.2 Certification of Robert F. Probst, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. 1350. This exhibit will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Such exhibit shall not be deemed incorporated intoany filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. 97 Policy relating to recovery of erroneously awarded compensation.Incorporated by reference herein. Previously filed as Exhibit 97 to our Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 15, 2024, File No. 001-10989. 101 The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in iXBRL (InlineExtensible Business Reporting Language): (i) Index to Consolidated Financial Statements and Financial Statement Schedules, including auditor information, (ii) the Consolidated Balance Sheets, (iii) the ConsolidatedStatements of Income, (iv) the Consolidated Statements of Comprehensive Income, (v) the Consolidated Statements of Equity, (vi) the ConsolidatedStatements of Cash Flows, (vii) Notes to the Consolidated Financial Statements (viii) Schedule III and IV. Filed herewith. 167
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Table of Contents Exhibit Number Description of Document Location of Document 104 Cover Page Interactive Data File (embedded within the Inline XBRLdocument). Filed herewith. to * Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K. ITEM 16. Form 10-K Summary None. 168
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Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Reportto be signed on its behalf by the undersigned, thereunto duly authorized. Date: February 6, 2026 VENTAS, INC. By: /s/ DEBRA A. CAFARO Debra A. Cafaro Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons onbehalf of the Registrant and in the capacities and on the dates indicated. 169
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Table of Contents Signature Title Date /s/ DEBRA A. CAFARO Chairman and Chief Executive Officer (Principal Executive Officer) February 6, 2026 Debra A. Cafaro /s/ ROBERT F. PROBST Executive Vice President and Chief Financial Officer (Principal Financial Officer) February 6, 2026 Robert F. Probst /s/ GREGORY R. LIEBBE Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer) February 6, 2026 Gregory R. Liebbe /s/ MELODY C. BARNES Director February 6, 2026 Melody C. Barnes /s/ THEODORE R. BIGMANDirector February 6, 2026 Theodore R. Bigman /s/ MICHAEL J. EMBLER Director February 6, 2026 Michael J. Embler /s/ MATTHEW J. LUSTIG Director February 6, 2026 Matthew J. Lustig /s/ ROXANNE M. MARTINO Director February 6, 2026 Roxanne M. Martino /s/ MARGUERITE M. NADERDirector February 6, 2026 Marguerite M. Nader /s/ SEAN P. NOLAN Director February 6, 2026 Sean P. Nolan /s/ WALTER C. RAKOWICHDirector February 6, 2026 Walter C. Rakowich /s/ JOE V. RODRIGUEZ, JR.Director February 6, 2026 Joe V. Rodriguez, Jr. /s/ SUMIT ROY Director February 6, 2026 Sumit Roy /s/ MAURICE S. SMITHDirector February 6, 2026 Maurice S. Smith 170
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Exhibit 4.7 DESCRIPTION OF THE REGISTRANT’S SECURITIESREGISTERED PURSUANT TO SECTION 12 OF THESECURITIES EXCHANGE ACT OF 1934 The summary set forth below describes the general terms and provisions of the common stock of Ventas, Inc. The followingdescription is only a summary and does not purport to be complete and is subject to and qualified in its entirety by referenceto the Restated Certificate of Incorporation of Ventas, Inc. (the “Certificate of Incorporation”) and the Sixth Amended andRestated By-Laws, as amended, of Ventas, Inc. (the “Bylaws”), each of which is incorporated by reference in this AnnualReport on Form 10-K. Unless the context requires otherwise, all references to “we”, “us” and “our” refer to Ventas, Inc. General The Certificate of Incorporation authorizes Ventas, Inc. to issue up to 1,200,000,000 shares of its common stock, par value$0.25 per share (“common stock”), and up to 10,000,000 shares of preferred stock, par value $1.00 per share (“preferredstock”). As of February 3, 2026, 474,965,224 shares of Ventas, Inc. common stock were issued and outstanding and no sharesof preferred stock were issued and outstanding. The common stock of Ventas, Inc. is listed on the New York Stock Exchangeunder the symbol “VTR.” All issued and outstanding shares of common stock are duly authorized, fully paid and nonassessable. Subject to thepreferential rights of any other shares of capital stock and to certain provisions of the Certificate of Incorporation, holders ofshares of Ventas, Inc. common stock are entitled to receive distributions if, as and when authorized and declared by the Boardof Directors of Ventas, Inc. (the “Ventas Board”) out of assets legally available therefor and to share ratably in our assetslegally available for distribution to stockholders in the event of our liquidation, dissolution or winding-up after payment of, oradequate provision for, all of our known debts and liabilities. We currently expect to continue to make quarterly distributions,and from time to time we may make additional distributions. Holders of shares of Ventas, Inc. common stock are entitled to one vote per share on all matters on which the holders ofcommon stock are entitled to vote. Holders of shares of Ventas, Inc. common stock have no conversion, sinking fund,redemption or preemptive rights. Subject to certain provisions of the Certificate of Incorporation, shares of Ventas, Inc.common stock have equal distribution, liquidation and other rights. Restrictions on Ownership and Transfer The Certificate of Incorporation contains restrictions on the ownership and transfer of its common stock to enable Ventas,Inc. to preserve its status as a real estate investment trust "("REIT")" provides certain specified remedies if a transfer wouldviolate one of the ownership limitations. In particular, if a person acquires beneficial or constructive ownership in excess ofthe ownership limit (currently, 9.0% in number or value, of the outstanding shares of Ventas, Inc. common stock) or inviolation of certain other limitations set forth in the Certificate of Incorporation, then the shares that are beneficially orconstructively owned in excess of the relevant limitation are considered to be “excess shares.” Excess shares are automaticallydeemed transferred to a trust for the benefit of a charitable institution or other qualifying organization selected by the VentasBoard. The trust is entitled to all dividends with respect to the excess shares and the trustee may exercise all voting powerover the excess shares. Ventas, Inc. has the right to buy the excess shares for a purchase price equal to the lesser of (1) theprice per share in the transaction that created the excess shares, or (2) the market price on the date Ventas, Inc. buys theshares, and Ventas, Inc. may defer payment of the purchase price for up to five years. If Ventas, Inc. does not purchase theexcess shares, the trustee of the trust is required to transfer the excess shares at the direction of the Ventas Board. The ownerof the excess shares is entitled to receive the lesser of the proceeds from the sale of the excess shares or the original purchaseprice for such excess shares, and any additional amounts are payable to the beneficiary of the trust. The Certificate ofIncorporation also provides that a transfer of shares of common stock that would otherwise result in ownership, under theapplicable attribution rules of the Internal Revenue Code of 1986, as amended (the "Code"), of shares in excess of theownership limit, would cause Ventas, Inc.’s shares to be beneficially owned by fewer than 100
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persons, or would result in Ventas, Inc. being “closely held” (within the meaning of Section 856(h) of the Code), will be voidand the purported transferee will acquire no rights in the shares. Under the Certificate of Incorporation, the Ventas Board may, in its sole and absolute discretion, exempt a person from the9.0% ownership limit applicable to common stock, if such stockholder provides information and makes representations to theVentas Board that are satisfactory to the Ventas Board, in its sole and absolute discretion, to establish that such person’sownership in excess of the ownership limit would not jeopardize Ventas, Inc.’s qualification as a REIT. Any such waiver isand would be conditioned on the person’s ownership not violating the other ownership limitations or otherwise creating thepossibility of REIT qualification concerns for Ventas, Inc. and its subsidiaries. The Ventas Board may require an opinion ofcounsel or an Internal Revenue Service ruling satisfactory to the Ventas Board and may impose such other conditions orrestrictions as it deems appropriate prior to granting any waiver to the 9.0% limit. These restrictions on the ownership and transfer of our common stock could delay, defer or prevent a transaction or achange of control that might involve a premium price for our common stock or might otherwise be in the best interests of ourstockholders. Certain Anti-Takeover Provisions in the Certificate of Incorporation and Bylaws Some of the provisions in the Certificate of Incorporation and Bylaws, in addition to the matters discussed above under “—Restrictions on Ownership and Transfer,” could make it more difficult for a third party to acquire, or may discourage a third party from acquiring, control of us. These provisions include, among others: • Provisions in the Certificate of Incorporation and Bylaws permitting the Ventas Board to make, amend or repeal the Certificate of Incorporation and Bylaws; • Provisions in the Certificate of Incorporation permitting the Ventas Board to issue preferred stock in series and to fix the rights and preferences of the series, including, among other things, whether and to what extent the shares of any series will have voting rights and the extent of the preferences of the shares of any series with respect to dividends and other matters; • A provision in the Bylaws granting only to the Ventas Board or the Chairman of the Ventas Board the right to call special meetings of stockholders; • Provisions in the Certificate of Incorporation and Bylaws allowing the Ventas Board to fill vacancies on the Board; • A provision in the Bylaws requiring advance notice for our stockholders to nominate candidates for election to the Ventas Board or to propose business to be considered by our stockholders at a meeting of our stockholders; • A provision in the Certificate of Incorporation requiring that excess shares are automatically deemed transferred to a trust for the benefit of a charitable institution or other qualifying organization selected by the Ventas Board. In addition, we are subject to the provisions of Section 203 of the Delaware General Corporation Law (“DGCL”). Section 203 of the DGCL prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the person became an interested stockholder, unless the business combination or the transaction in which the stockholder became an interested stockholder is approved in a prescribed manner. A “business combination” includes mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with affiliates and associates, owns, or within the prior three years owned, between 15% and 85% of the corporation’s voting stock.
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Exhibit 21 SUBSIDIARIES OF VENTAS, INC. Entity Name Jurisdiction of Organization or Formation 1425 Hunt Club, LLC Delaware 1445 Hunt Club, LLC Delaware 14851 Yorba Street, LLC Delaware 200 Andrews, LLC South Carolina 2010 Union Limited Partnership Washington 311 South Sarah, LLC Delaware 3737 Market Investment Fund, LLC Missouri 4220 Duncan Holding, LLC Delaware 4220 Duncan Investment Fund, LLC Delaware 4220 Duncan, LLC Delaware 4MLK Leverage Lender, LLC Delaware 4MLK Phase I Holding, LLC Delaware 4MLK Phase I JV, LLC Delaware 4MLK Phase I Member, LLC Delaware 4MLK Phase I Owner, LLC Delaware 4MLK Phase I REIT, LLC Delaware 4MLK Phase I TRS, LLC Delaware 4MLK Phase II Holding, LLC Delaware 4MLK Phase II JV, LLC Delaware 4MLK Phase II Owner, LLC Delaware 4MLK Phase II REIT, LLC Delaware 5051 Centre Developer JV, LLC Delaware 5051 Centre Unit 1 Owner, LLC Delaware 5051 Centre Unit 2 Owner, LLC Delaware 755 Milwaukee MOB, LLC Delaware 890 Professional MOB, LLC Delaware AGW Opco Holdco, LLC Delaware AHS Oklahoma Health System, LLP Delaware AHS Oklahoma Holdings, Inc. Delaware AHS Oklahoma Hospitals, Inc. Delaware AL (AP) Holding LLC Delaware AL (HCN) Holding LLC Delaware AL (MT) Holding LLC Delaware AL I/East Brunswick Senior Housing Propco, LLC Delaware AL I/East Brunswick Senior Housing, LLC Delaware AL I/Glen Ellyn Senior Housing, LLC Delaware AL I/La Costa Senior Housing Propco, LP (f/k/a Mountview Propco,LP) Delaware AL I/LA COSTA SENIOR HOUSING, LLC Delaware AL I/Naperville Senior Housing Opco, LLC (f/k/a Grayson ValleyPropco, LLC) Delaware AL I/Naperville Senior Housing, LLC Delaware 1
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AL I/North Lynbrook Senior Housing Propco, LLC Delaware AL I/North Lynbrook Senior Housing, LLC Delaware AL I/Pinehurst Senior Housing Propco, LLC Delaware AL I/Pinehurst Senior Housing, LLC Delaware AL I/Providence Senior Housing Opco, LP (fka Rivershire Propco,LLC) Delaware AL I/Providence Senior Housing, LP (fka AL I/Providence SeniorHousing, LLC) Delaware AL I/Richmond Senior Housing Opco, LLC Delaware AL I/Richmond Senior Housing, LLC Delaware AL I/Stamford Senior Housing Propco, LLC Delaware AL I/Stamford Senior Housing, LLC Delaware AL I/Woodcliff Lake Senior Housing Propco, LLC Delaware AL I/Woodcliff Lake Senior Housing, LLC Delaware AL III Investments Propco, LP (f/k/a Grossmont Gardens Propco,LP) Delaware AL III Investments, L.L.C. Virginia AL One Investments, LLC Delaware AL One PA Investments Opco, LLC Delaware AL One PA Investments, LLC Delaware AL Subfunding LLC Delaware Albuquerque AL RE, L.P. Delaware ALH Holdings, LLC Delaware Allison Park Nominee LLC Delaware Allison Park Nominee LP Delaware Amber Meadow Retirement Ltd. British Columbia Amberleigh Holding, LLC (f/k/a VOP El Rio Modesto, LLC) Delaware American Retirement Villas Properties II, LP California American Retirement Villas Properties III, LP California AMH Opco Holdco, LLC Delaware Anchor Cogdell Covington, LLC Kentucky Anchor Cogdell Doylestown GP, LLC Pennsylvania Anchor Cogdell Doylestown, LP Pennsylvania Anchor Cogdell Florence, LLC Kentucky Anchor Cogdell, LLC Delaware AOC Bonita Opco, LP Delaware AOC CA Opco GP Partner, LLC Delaware AOC Glen Ellyn Opco, LLC (f/k/a Arlington Propco, LLC) Delaware AOC North Ann Arbor Opco, LLC (fka Mainland Propco, LLC) Delaware AOC Rancho Mirage Opco, LP Delaware AOC San Felipe Opco, LP Delaware ARCHCT Cambr Dallas, LLC Delaware ARCHCT Cambr UWSC, LLC Delaware ARCHCT Dasco Odessa, LLC Delaware ARCHCT Dasco Peoria, LLC Delaware ARHC ADCRYIL01, LLC Delaware 2
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ARHC AHKENWI01 Member, LLC Delaware ARHC AHKENWI01, LLC Delaware ARHC AMATHGA01, LLC Delaware ARHC AMHTDWI01, LLC Delaware ARHC AMNNHWI01, LLC Delaware ARHC AMOFLMO01, LLC Delaware ARHC AMOFLMO02, LLC Delaware ARHC AMTRVWI01, LLC Delaware ARHC ASSTBSC01, LLC Delaware ARHC ATASHNC01 TRS, LLC Delaware ARHC ATASHNC01, LLC Delaware ARHC ATATHGA01 TRS, LLC Delaware ARHC ATATHGA01, LLC Delaware ARHC ATATLGA01 TRS, LLC Delaware ARHC ATATLGA01, LLC Delaware ARHC ATDECGA01 TRS, LLC Delaware ARHC ATDECGA01, LLC Delaware ARHC ATKNOTN01 TRS, LLC Delaware ARHC ATKNOTN01, LLC Delaware ARHC ATLARFL01 TRS, LLC Delaware ARHC ATLARFL01, LLC Delaware ARHC BCCHIIL01, LLC Delaware ARHC BHCOVGA01 TRS, LLC Delaware ARHC BHCOVGA01, LLC Delaware ARHC BHDOUGA01 TRS, LLC Delaware ARHC BHDOUGA01, LLC Delaware ARHC BHNEWGA01 TRS LLC Delaware ARHC BHNEWGA01, LLC Delaware ARHC BHPALFL01 TRS, LLC Delaware ARHC BHPALFL01, LLC Delaware ARHC BHPAWMI01, LLC Delaware ARHC BHSTOGA01 TRS, LLC Delaware ARHC BHSTOGA01, LLC Delaware ARHC BHSUGGA01 TRS, LLC Delaware ARHC BHSUGGA01, LLC Delaware ARHC BLDTNTX001, LLC Delaware ARHC BMBUCAZ01, LLC Delaware ARHC BMPCYFL01, LLC Delaware ARHC BMPCYFL02, LLC Delaware ARHC BPBRMWA01 TRS, LLC Delaware ARHC BPBRMWA01, LLC Delaware ARHC BRBRITN01, LLC Delaware ARHC BTFMYFL01 TRS, LLC Delaware ARHC BTFMYFL01, LLC Delaware ARHC BTNAPFL01 TRS, LLC Delaware ARHC BTNAPFL01, LLC Delaware ARHC CAROCCA01 TRS, LLC Delaware ARHC CAROCCA01, LLC Delaware 3
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ARHC CCMKAIN01, LLC Delaware ARHC CHWLBNJ001, LLC Delaware ARHC CHWLBNJ002, LLC Delaware ARHC CKSFDPA01, LLC Delaware ARHC CKSFDPA02, LLC Delaware ARHC CKSFDPA03, LLC Delaware ARHC CLCRYIL01, LLC Delaware ARHC CSVANWA01 TRS, LLC Delaware ARHC CSVANWA01, LLC Delaware ARHC CTCRCNV001 LLC Delaware ARHC CTCTYNV01, LLC Delaware ARHC CVSALOR01 TRS, LLC Delaware ARHC CVSALOR01, LLC Delaware ARHC DDMTRAR001, LLC Delaware ARHC DDRKFIL001, LLC Delaware ARHC DMLSVNV001 LLC Delaware ARHC DRFTWIN01, LLC Delaware ARHC DRLITCO01, LLC Delaware ARHC ELEDMWA01 TRS, LLC Delaware ARHC ELEDMWA01, LLC Delaware ARHC EPLHAFL01, LLC Delaware ARHC ERELKMN01, LLC Delaware ARHC FCFAYGA01, LLC Delaware ARHC FDMTRLA01, LLC Delaware ARHC GBSNATX001 LLC Delaware ARHC GHANDSC01 TRS, LLC Delaware ARHC GHANDSC01, LLC Delaware ARHC GRFTWTX01, LLC Delaware ARHC GWWSLOH01 TRS, LLC Delaware ARHC GWWSLOH01, LLC Delaware ARHC HFSFDMI01, LLC Delaware ARHC HRCYCA001, LLC Delaware ARHC HRININ001, LLC Delaware ARHC HRONWI001, LLC Delaware ARHC HRWAWI001, LLC Delaware ARHC LHPLNTX01, LLC Delaware ARHC LMFKNWI01, LLC Delaware ARHC LMFTWIN01, LLC Delaware ARHC MHHOUTX01, LLC Delaware ARHC MHMISIN01, LLC Delaware ARHC MHWYOMI01, LLC Delaware ARHC MMMINND01, LLC Delaware ARHC MNPERIL001, LLC Delaware ARHC NCWTNNY01, LLC Delaware ARHC NFTSEFL01, LLC Delaware ARHC NSALBNY01, LLC Delaware ARHC NSMARGA01, LLC Delaware ARHC NSMARGA02, LLC Delaware 4
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ARHC NVPHXAZ01, LLC Delaware ARHC OCCOOOR01 TRS, LLC Delaware ARHC OCCOOOR01, LLC Delaware ARHC ORCOOOR01 TRS, LLC Delaware ARHC ORCOOOR01, LLC Delaware ARHC ORODSTX001, LLC Delaware ARHC PCNWNGA01, LLC Delaware ARHC PHHBGPA01, LLC Delaware ARHC PPKLAOR01 TRS, LLC Delaware ARHC PPKLAOR01, LLC Delaware ARHC PPMOLOR01 TRS, LLC Delaware ARHC PPMOLOR01, LLC Delaware ARHC PVCLAOR01 TRS, LLC Delaware ARHC PVCLAOR01, LLC Delaware ARHC RCAURIL01, LLC Delaware ARHC RCAURIL02, LLC Delaware ARHC RHGARNC01, LLC Delaware ARHC RHSALOR01 TRS, LLC Delaware ARHC RHSALOR01, LLC Delaware ARHC RMRIVGA01, LLC Delaware ARHC RRDALTX001 LLC Delaware ARHC RRHUSTX001, LLC Delaware ARHC SCTMBTX001 LLC Delaware ARHC SCTXRTX001, LLC Delaware ARHC SCWDSNJ01, LLC Delaware ARHC SFMIDVA01, LLC Delaware ARHC SHWYOMI01, LLC Delaware ARHC SMSTBSC01, LLC Delaware ARHC SMSVLTX01, LLC Delaware ARHC SOKTYTX01 TRS, LLC Delaware ARHC SOKTYTX01, LLC Delaware ARHC SPGUINY01, LLC Delaware ARHC SSBHMWA01 TRS, LLC Delaware ARHC SSBHMWA01, LLC Delaware ARHC SSEVTWA01 TRS, LLC Delaware ARHC SSEVTWA01, LLC Delaware ARHC SVSCLCA01 TRS, LLC Delaware ARHC SVSCLCA01, LLC Delaware ARHC SWKLDTX01, LLC Delaware ARHC TCARLTX01, LLC Delaware ARHC TRS Holdco, LLC Delaware ARHC UCFOLCA01, LLC Delaware ARHC UCFOLCA02, LLC Delaware ARHC UWMNAWI001, LLC Delaware ARHC VCWICKS01, LLC Delaware ARHC VHCTMIL01, LLC Delaware ARHC VHEFFIL01, LLC Delaware ARHC VHHERIL01, LLC Delaware 5
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ARHC VHMSLIL01, LLC Delaware ARHC VHNWTIL01, LLC Delaware ARHC VHSVLIL01, LLC Delaware ARHC VSJBREIL01, LLC Delaware ARHC VURMDVA01, LLC Delaware ARHC WCROCIL01 TRS, LLC Delaware ARHC WCROCIL01, LLC Delaware ARHC WEMINND01, LLC Delaware ARHC WMABQNM01 TRS, LLC Delaware ARHC WMABQNM01, LLC Delaware ARW Opco Holdco, LLC Delaware AS LLL Holdings, LLC Delaware AS LLL Owner, LLC Delaware AS LLL-East JV, LLC Delaware AS LLL-East TRS, LLC Delaware AS LSTE East Holdings, LLC Delaware AS LSTE East Owner, LLC Delaware AS LSTE West Holdings, LLC Delaware AS LSTE West Owner, LLC Delaware AS MUR JV, LLC Delaware AS MUR Owner, LLC Delaware AS MUR TRS, LLC Delaware AS P6 Holdings, LLC Delaware AS P6 Owner, LLC Delaware AS West JV, LLC Delaware AS West TRS, LLC Delaware ASL Leasehold Sub, LLC Delaware ASPW Opco Holdco, LLC Delaware ATR Arboretum IL Management, LLC Delaware ATR Canyon Creek IL Management, LLC Delaware ATR Hertlin Place IL Management, LLC Delaware ATR Roslyn Harbor IL Management, LLC Delaware ATR/HOL IL Management, LLC Delaware Atria Collier Park, LLC Delaware Atria Lynnbrooke (Irvine), L.P. Delaware Atria Lynnbrooke G.P., LLC Delaware Atria Meridian, LLC Delaware Atria Northgate Park, LLC Delaware Atria Shorehaven, LLC Delaware Atria Vista del Rio, LLC Delaware Atrium at Weston Place, LLC Tennessee Augusta Medical Partners, LLC Georgia AVT Opco Holdco, LLC Delaware Baltimore Garage Funding, LLC Maryland Baltimore Life Sciences Research Park, LLC Delaware Baltimore LSRP One, Business Trust Maryland Baltimore LSRP Two, Business Trust Maryland BCC Altoona Realty GP, LLC Delaware 6
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BCC Altoona Realty, LLC Delaware BCC Altoona Realty, LP Delaware BCC Berwick Realty GP, LLC Delaware BCC Berwick Realty, LLC Delaware BCC Berwick Realty, LP Delaware BCC Lewistown Realty GP, LLC Delaware BCC Lewistown Realty, LLC Delaware BCC Lewistown Realty, LP Delaware BCC Martinsburg Realty, LLC Delaware BCC Medina Realty, LLC Delaware BCC Mid Valley Operations, LLC Delaware BCC Ontario Realty, LLC Delaware BCC Reading Realty GP, LLC Delaware BCC Reading Realty, LLC Delaware BCC Reading Realty, LP Delaware BCC Shippensburg Realty, LLC Delaware BCC State College Realty GP, LLC Delaware BCC State College Realty, LLC Delaware BCC State College Realty, LP Delaware BCC Washington Township Realty, LLC Delaware BD Camelot Opco, LLC Delaware BD Holdco, LLC Delaware BD Lakeview Crossing Opco, LLC Delaware BD Medina South Opco, LLC Delaware BD Mount Vernon Opco, LLC Delaware BD Vestal Castle Gardens Opco, LLC Delaware BD Zanesville Opco, LLC Delaware Bedford AL RE, LLC Delaware BioPark Fremont, LLC Delaware BLC of California – San Marcos, L.P. Delaware BLGRP Opco Holdco, LLC Delaware BLSRP Funding I, LLC Delaware BMR-3500 Paramount Parkway, LLC Delaware Bonney Lake MOB Investors, LLC Washington BP Opco, LLC Delaware BP Principal, LLC Delaware BP Propco, LLC Delaware BPS Management, LLC Delaware Brandon MOB Investors, LLC Mississippi Brandon Retirement Group Ltd. British Columbia BRDG Park at Danforth Center, LLC Missouri Brookdale Holdings, LLC Delaware Brookdale Living Communities of Arizona-EM, LLC Delaware Brookdale Living Communities of California, LLC Delaware Brookdale Living Communities of California-RC, LLC Delaware Brookdale Living Communities of California-San Marcos, LLC Delaware Brookdale Living Communities of Connecticut, LLC Delaware 7
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Brookdale Living Communities of Florida-CL, LLC Delaware Brookdale Living Communities of Illinois-2960, LLC Delaware Brookdale Living Communities of Illinois-HV, LLC Delaware Brookdale Living Communities of Illinois-II, LLC Delaware Brookdale Living Communities of Massachusetts-RB, LLC Delaware Brookdale Living Communities of Minnesota, LLC Delaware Brookdale Living Communities of New Jersey, LLC Delaware Brookdale Living Communities of Washington-PP, LLC Delaware BRTL Opco Holdco, LLC Delaware BRTL Propco Holdco, LLC Delaware Brunswick MOB, LLC Georgia BSG CS, LLC (f/k/a BSG Erdman, LLC) Wisconsin BSL Opco Adelaide, LLC Delaware BSL Opco Holdco II, LLC Delaware BSP Holding, LLC Maryland BSP Three Holding, LLC Delaware BTW Mt. Bachelor Opco, LLC Delaware BTW Mt. Bachelor Propco, LLC Delaware BTW Opco Holdco, LLC Delaware Burlington Retirement Group Ltd. British Columbia Cabarrus Medical Partners, LP North Carolina Cabarrus POB, LP North Carolina Calgarian Retirement Group II Ltd. British Columbia Calgarian Retirement Group Ltd. British Columbia Cambridge Development, L.L.C. New York Canyon Meadows Retirement Ltd. British Columbia Carroll Medical Office Associates, LLC Delaware Carroll Medical Office Holdings, LLC Delaware Carrollwood Assisted Living, LLC Delaware CCRC OPS MB1-T, LLC Delaware Chateau Brickyard Owner LLC Delaware Chippewa Nominee LLC Delaware Chippewa Nominee LP Delaware CHTR IL Management, LLC Delaware CHTR Opco Holdco, LLC Delaware Clackamas Woods Assisted Living, LLC Oregon Cogdell Cleveland Rehab, L.P. Ohio Cogdell Duluth MOB, LLC Minnesota Cogdell Health Campus MOB, LP Pennsylvania Cogdell Investors (Mallard), LP North Carolina Cogdell Investors (OSS), LP North Carolina Cogdell Lancaster Rehab, LP Pennsylvania Cogdell Spencer Advisors Management, LLC Delaware Cogdell Spencer Advisors, LLC Delaware Cogdell Spencer LP Delaware Cogdell Spencer TRS Holdings, LLC Delaware Collwood Knolls California 8
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Collwood Knolls Acquisition L.L.C. Delaware Consera BSD, LLC Delaware Consera Healthcare Real Estate, LLC South Carolina Consortium America XLVII Investment Fund, LLC Missouri Copperfield MOB, LP North Carolina CPF Highlands Assets LLC CPH MOB, LLC Delaware Cranford Development, LLC Delaware CRB Federal, LLC Delaware CRB Investors, LLC Delaware Crimson Dorset Limited United Kingdom Crimson Dorset Properties Limited United Kingdom Crystal View Lodge Ltd. British Columbia CS Business Trust I Maryland CS Business Trust II Maryland CSA Medical Partners Management, LLC Delaware CSL Opco Holdco, LLC Delaware Cutter Mill, LLC Delaware CV South Street Landing LLC Rhode Island CV SSL Master Tenant LLC Rhode Island CVT Opco Holdco, LLC Delaware Dillsburg Nominee LLC Delaware Dillsburg Nominee LP Delaware Drexel University City Development, LLC Pennsylvania DSC IL Management, LLC Delaware DSC Opco Holdco, LLC Delaware DV Greenville MOB LLC Delaware DV Parker II MOB LLC Delaware EA-BSB 2, L.L.C. Delaware East Houston Medical Plaza, LLC Delaware East Houston MOB, LLC Delaware East Jefferson Medical Office Building Limited Partnership Louisiana East Jefferson Medical Plaza, LLC Louisiana East Jefferson Medical Specialty Building Limited Partnership Louisiana East Northport, LLC Delaware East Rocky Mount Kidney Center Associates, LP North Carolina EC Opco Allison Park, LLC Delaware EC Opco Altoona, LLC Delaware EC Opco Arlington, LLC Delaware EC Opco Asheboro, LP Delaware EC Opco Austin, LLC Delaware EC Opco Bartlett, LLC Delaware EC Opco Bedford, LLC Delaware EC Opco Berwick, LLC Delaware EC Opco Braeswood, LLC Delaware EC Opco Brentwood, LLC Delaware 9
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EC Opco Bristol, LLC Delaware EC Opco CA GP, LLC Delaware EC Opco CA Partner I, LLC Delaware EC Opco CA Partner II, LLC Delaware EC Opco CA Partner III, LLC Delaware EC Opco CA Partner IV, LLC Delaware EC Opco CA Partner V, LLC Delaware EC Opco CA Partner VI, LLC Delaware EC Opco Carrollwood, LLC Delaware EC Opco Chesterfield, LLC Delaware EC Opco Chippewa, LLC Delaware EC Opco Cottonwood, LLC Delaware EC Opco Cramerton, LP Delaware EC Opco Cy-Fair, LLC Delaware EC Opco Dillsburg, LLC Delaware EC Opco Downriver, LLC Delaware EC Opco Florence KY, LLC Delaware EC Opco Florence SC, LLC Delaware EC Opco Grossmont Gardens, LP Delaware EC Opco Hagerstown, LLC Delaware EC Opco Halcyon, LLC Delaware EC Opco Halls, LLC Delaware EC Opco Hamilton Place, LLC Delaware EC Opco Harrisburg, LP Delaware EC Opco Hendersonville NC, LP Delaware EC Opco Hendersonville, LLC Delaware EC Opco Hillsborough, LP Delaware EC Opco Holdco I Sub, Inc. Delaware EC Opco Holdco I, LLC Delaware EC Opco Holdco II, LLC Delaware EC Opco Jackson, LLC Delaware EC Opco Johnson City, LLC Delaware EC Opco Kentwood, LLC Delaware EC Opco Kingsport, LLC Delaware EC Opco La Mesa, LP Delaware EC Opco Lake Jackson, LLC Delaware EC Opco Lakemont Farms, LLC Delaware EC Opco Las Villas Del Carlsbad, LP Delaware EC Opco Las Villas Del Norte, LP Delaware EC Opco Lebanon PA, LLC Delaware EC Opco Lebanon TN, LLC Delaware EC Opco Lewisburg, LLC Delaware EC Opco Lima, LLC Delaware EC Opco Little Avenue, LP Delaware EC Opco Lorain, LLC Delaware EC Opco Loyalsock, LLC Delaware EC Opco Mainland, LLC Delaware EC Opco Martinez, LLC Delaware 10
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EC Opco Martinsburg, LLC Delaware EC Opco Maumelle, LLC Delaware EC Opco Medina, LLC Delaware EC Opco Mid Valley, LLC Delaware EC Opco Mount Washington, LLC Delaware EC Opco Mountain Home, LLC Delaware EC Opco Mountview, LP Delaware EC Opco Muncie, LLC Delaware EC Opco Murfreesboro, LLC Delaware EC Opco NC Partner I, LLC Delaware EC Opco NC Partner II, LLC Delaware EC Opco NC Partner III, LLC Delaware EC Opco NC Partner IV, LLC Delaware EC Opco NC Partner IX, LLC Delaware EC Opco NC Partner V, LLC Delaware EC Opco NC Partner VI, LLC Delaware EC Opco NC Partner VII, LLC Delaware EC Opco NC Partner VIII, LLC Delaware EC Opco NC Partner X, LLC Delaware EC Opco NC Partner XI, LLC Delaware EC Opco NC Partner XII, LLC Delaware EC Opco Newton, LP Delaware EC Opco Northridge, LP Delaware EC Opco Ontario, LLC Delaware EC Opco Pensacola, LLC Delaware EC Opco Point Loma, LP Delaware EC Opco Quintessence, LLC Delaware EC Opco Rancho Vista, LP Delaware EC Opco Reading, LLC Delaware EC Opco Reedsville, LLC Delaware EC Opco River Centre, LLC Delaware EC Opco Rivershire, LLC Delaware EC Opco Roswell, LLC Delaware EC Opco Sagamore Hills, LLC Delaware EC Opco Salisbury, LP Delaware EC Opco Saxonburg, LLC Delaware EC Opco SC, LLC Delaware EC Opco Shallowford, LLC Delaware EC Opco Shelby, LP Delaware EC Opco Sherwood, LLC Delaware EC Opco Shippensburg, LLC Delaware EC Opco Southern Pines, LP Delaware EC Opco Southport, LP Delaware EC Opco Tallahassee Memory, LLC Delaware EC Opco Tallahassee, LLC Delaware EC Opco Teays Valley, LLC Delaware EC Opco Tempe, LLC Delaware EC Opco Timberlin Parc, LLC Delaware 11
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EC Opco Victoria, LLC Delaware EC Opco Washington Township, LLC Delaware EC Opco West Knoxville, LLC Delaware EC Opco Wharton, LLC Delaware EC Opco Windcrest, LLC Delaware EC Opco Xenia, LLC Delaware EC Opco York, LLC Delaware ECS Holdco, LLC Delaware Edmonton Retirement Group Ltd. British Columbia Eglise Properties Limited United Kingdom Elder Healthcare Developers, LLC Georgia ElderTrust Maryland ESL Holdings, LLC Delaware ET Belvedere Finance, L.L.C. Delaware ET Berkshire, LLC Delaware ET Capital, LLC (f/k/a ET Capital Corp.) Delaware ET DCMH Finance, L.L.C. Delaware ET GENPAR, L.L.C Delaware ET Lehigh, LLC Delaware ET Pennsburg Finance, L.L.C. Delaware ET POBI Finance, L.L.C. Delaware ET Sanatoga, LLC Delaware ET Sub-Belvedere Limited Partnership, L.L.P. Virginia ET Sub-Berkshire Limited Partnership Delaware ET Sub-DCMH Limited Partnership, L.L.P Virginia ET Sub-Heritage Woods, L.L.C. Delaware ET Sub-Highgate, L.P. Pennsylvania ET Sub-Lehigh Limited Partnership Delaware ET Sub-Lopatcong, L.L.C. Delaware ET Sub-Pennsburg Manor Limited Partnership, L.L.P. Virginia ET Sub-POB I Limited Partnership, L.L.P. Virginia ET Sub-Sanatoga Limited Partnership Delaware ET Sub-Wayne I Limited Partnership, L.L.P. Virginia ET Wayne Finance, L.L.C. Delaware FAB Pivot, LLC (f/k/a VTR Bondco Holdco, LLC) Delaware Facility at Tanasbourne JV1, LLC Delaware Facility at Tanasbourne JV2, LLC Delaware Fair Oak Assisted Living L.L.C. Delaware Fair Oak Assisted Living Propco L.P. Delaware FH Holding, LLC Delaware FH Owner, LLC Delaware Florence Realty, LLC Delaware Fonds Immobilier Groupe Maurice, S.E.C. Quebec Franciscan Development Company, LLC North Carolina Fredericton Retirement Group Ltd. British Columbia G&E HC REIT II Alice MOB, LLC Delaware G&E HC REIT II ATHENS LTACH, LLC Delaware G&E HC REIT II Austell MOB, LLC Delaware 12
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G&E HC REIT II Bastian SNF, LLC Delaware G&E HC REIT II Buckhead SNF, LLC Delaware G&E HC REIT II CAPE GIRARDEAU LTACH, LLC Delaware G&E HC REIT II CARE PAVILION SNF, L.P. Delaware G&E HC REIT II Carlsbad MOB, LLC Delaware G&E HC REIT II CHELTENHAM YORK SNF, L.P. Delaware G&E HC REIT II Chula Vista MOB, LLC Delaware G&E HC REIT II CLIVEDEN SNF, L.P. Delaware G&E HC REIT II COLUMBIA LTACH, LLC Delaware G&E HC REIT II Covington SNF, LLC Delaware G&E HC REIT II Ennis MOB, LLC Delaware G&E HC REIT II Fincastle SNF, LLC Delaware G&E HC REIT II Gainesville SNF, LLC Delaware G&E HC REIT II Hardy Oak MOB, LLC Delaware G&E HC REIT II Highlands Ranch Medical Pavilion, LLC Delaware G&E HC REIT II Hobbs MOB, LLC Delaware G&E HC REIT II Hope MOB, LLC Delaware G&E HC REIT II Hot Springs SNF, LLC Delaware G&E HC REIT II JOPLIN LTACH, LLC Delaware G&E HC REIT II Lacombe MOB, LLC Delaware G&E HC REIT II Lafayette Rehabilitation Hospital, LLC Delaware G&E HC REIT II Lake Charles MOB, LLC Delaware G&E HC REIT II Lakewood MOB I, LLC Delaware G&E HC REIT II Lebanon SNF, LLC Delaware G&E HC REIT II Livingston MOB, LLC Delaware G&E HC REIT II Low Moor SNF, LLC Delaware G&E HC REIT II Lufkin MOB, LLC Delaware G&E HC REIT II Maplewood Manor SNF, L.P. Delaware G&E HC REIT II Maxfield Sarasota MOB, LLC Delaware G&E HC REIT II Memphis SNF, LLC Delaware G&E HC REIT II Midlothian SNF, LLC Delaware G&E HC REIT II Millington SNF, LLC Delaware G&E HC REIT II Mobile SNF, LLC Delaware G&E HC REIT II Muskogee LTACH, LLC Delaware G&E HC REIT II Okatie MOB, LLC Delaware G&E HC REIT II Parkway Medical Center, LLC Delaware G&E HC REIT II Philadelphia SNF Portfolio SPE General Partner,LLC Delaware G&E HC REIT II Pocatello MOB, LLC Delaware G&E HC REIT II Rockdale SNF, LLC Delaware G&E HC REIT II Shreveport SNF, LLC Delaware G&E HC REIT II Snellville SNF, LLC Delaware G&E HC REIT II St. Anthony North Denver MOB, LLC Delaware G&E HC REIT II St. Vincent Cleveland MOB, LLC Delaware G&E HC REIT II Surgical Hospital of Humble, LLC Delaware G&E HC REIT II Tucker House SNF, L.P. Delaware 13
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G&E HC REIT II Victoria MOB, LLC Delaware G&E HC REIT II Westminster SNF, LLC Delaware G&E Healthcare REIT II Sartell MOB, LLC Delaware GA HC REIT II 610 East Southport Indy MOB, LLC Delaware GA HC REIT II 8205 56th Indy MOB, LLC Delaware GA HC REIT II 8325 East Southport Indy MOB, LLC Delaware GA HC REIT II AVON MOB, LLC Delaware GA HC REIT II Bartlett TN MOB, LLC Delaware GA HC REIT II Bellaire Hospital, LLC Delaware GA HC REIT II Bend OR Pilot Butte SNF, LLC Delaware GA HC REIT II Bend OR Wilson Ave ALF, LLC Delaware GA HC REIT II Bend OR Wilson Ave SNF, LLC Delaware GA HC REIT II Bessemer MOB, LLC Delaware GA HC REIT II Bloomington MOB, LLC Delaware GA HC REIT II CARMEL PENN MOB, LLC Delaware GA HC REIT II Carmel Physicians MOB, LLC Delaware GA HC REIT II Champaign MOB, LLC Delaware GA HC REIT II Columbia MOB, LLC Delaware GA HC REIT II Corvallis OR ALF, LLC Delaware GA HC REIT II Dalton ALF, LLC Delaware GA HC REIT II Dalton SNF, LLC Delaware GA HC REIT II Des Plaines Surgical Center, LLC Delaware GA HC REIT II DeSoto MOB, LLC Delaware GA HC REIT II Durham ALF TRS Sub, LLC Delaware GA HC REIT II Durham ALF, LLC Delaware GA HC REIT II Eagles Landing GA MOB, LLC Delaware GA HC REIT II Effingham ALF, LLC Delaware GA HC REIT II Escanaba MI MOB, LLC Delaware GA HC REIT II Evansville IN MOB, LLC Delaware GA HC REIT II Evergreen CCRC, LLC Delaware GA HC REIT II EVERGREEN TRS Sub, LLC Delaware GA HC REIT II Fayetteville ALF TRS Sub, LLC Delaware GA HC REIT II Fayetteville ALF, LLC Delaware GA HC REIT II FISHERS MEDICAL ARTS MOB, LLC Delaware GA HC REIT II Fuquay-Varina ALF TRS Sub, LLC Delaware GA HC REIT II Fuquay-Varina ALF, LLC Delaware GA HC REIT II Grants Pass OR 6th Street SNF, LLC Delaware GA HC REIT II Grants Pass OR Fairview SNF, LLC Delaware GA HC REIT II GREELEY NORTHERN COLORADO MOBPORTFOLIO, LLC Delaware GA HC REIT II Greenfield MOB, LLC Delaware GA HC REIT II Greenville ALF, LLC Delaware GA HC REIT II Hazel Dell MOB, LLC Delaware GA HC REIT II Hilo MOB, LLC Delaware GA HC REIT II Hinsdale MOB I, LLC Delaware GA HC REIT II Hinsdale MOB II, LLC Delaware GA HC REIT II Hope MOB, LLC Delaware 14
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GA HC REIT II Humble TX MOB, LLC Delaware GA HC REIT II Huntsville MOB, LLC Delaware GA HC REIT II Hyde Park SNF, LLC Delaware GA HC REIT II Indian Trail ALF TRS Sub, LLC Delaware GA HC REIT II Indian Trail ALF, LLC Delaware GA HC REIT II Indiana Heart MOB, LLC Delaware GA HC REIT II Indiana Orthopedics MOB, LLC Delaware GA HC REIT II Jasper MOB I & II, LLC Delaware GA HC REIT II Jasper MOB III, LLC Delaware GA HC REIT II Kennestone Marietta MOB Portfolio, LLC Delaware GA HC REIT II Keystone Medical Center MOB, LLC Delaware GA HC REIT II Killeen MOB, LLC Delaware GA HC REIT II Knightdale ALF TRS Sub, LLC Delaware GA HC REIT II Knightdale ALF, LLC Delaware GA HC REIT II LACOMBE MOB II, LLC Delaware GA HC REIT II Lafayette MOB, LLC Delaware GA HC REIT II Las Vegas Alta Vista MOB, LLC Delaware GA HC REIT II Lemont MOB, LLC Delaware GA HC REIT II Liberty CCRC, LLC Delaware GA HC REIT II Liberty TRS SUB, LLC Delaware GA HC REIT II Lincolnton ALF TRS Sub, LLC Delaware GA HC REIT II Lincolnton ALF, LLC Delaware GA HC REIT II Lincolnwood CCRC, LLC Delaware GA HC REIT II Lincolnwood TRS SUB, LLC Delaware GA HC REIT II Mahomet ALF, LLC Delaware GA HC REIT II Milton SNF, LLC Delaware GA HC REIT II Mt. Zion ALF, LLC Delaware GA HC REIT II Naperville MOB, LLC Delaware GA HC REIT II New Port Richey MOB, LLC Delaware GA HC REIT II NOBLESVILLE MOB, LLC Delaware GA HC REIT II North Meridian MOB, LLC Delaware GA HC REIT II Olympia WA SNF, LLC Delaware GA HC REIT II PENN ST. INDIANAPOLIS MOB, LLC Delaware GA HC REIT II Pittsfield MA SNF, LLC Delaware GA HC REIT II Post Road Indy MOB I, LLC Delaware GA HC REIT II Post Road Indy MOB II, LLC Delaware GA HC REIT II Prairie Lakes MOB, LLC Delaware GA HC REIT II Prineville OR ALF, LLC Delaware GA HC REIT II Prineville OR SNF, LLC Delaware GA HC REIT II Redmond OR ALF, LLC Delaware GA HC REIT II Redmond OR SNF, LLC Delaware GA HC REIT II River Oaks Houston MOB, LLC Delaware GA HC REIT II Rowlett MOB, LLC Delaware GA HC REIT II Royersford SNF, LLC Delaware GA HC REIT II Salem OR ALF, LLC Delaware GA HC REIT II SALT LAKE LTACH, LLC Delaware 15
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GA HC REIT II San Angelo MOB I, LLC Delaware GA HC REIT II San Angelo MOB II, LLC Delaware GA HC REIT II Schertz MOB, LLC Delaware GA HC REIT II Seasons CCRC, LLC Delaware GA HC REIT II Seasons TRS SUB, LLC Delaware GA HC REIT II Shelbyville MOB, LLC Delaware GA HC REIT II St. Anthony North Denver MOB II, LLC Delaware GA HC REIT II St. John IN MOB, LLC Delaware GA HC REIT II Staunton ALF, LLC Delaware GA HC REIT II Tacoma WA SNF, LLC Delaware GA HC REIT II Temple MOB, LLC Delaware GA HC REIT II Texarkana MOB, LLC Delaware GA HC REIT II Township Line Indy MOB, LLC Delaware GA HC REIT II Valparaiso Munster IN MOB, LLC Delaware GA HC REIT II Villa Rosa San Antonio MOB, LLC Delaware GA HC REIT II Warsaw MOB, LLC Delaware GA HC REIT II Watsontown SNF, LLC Delaware GA HC REIT II Wellspring CCRC, LLC Delaware GA HC REIT II Wellspring TRS Sub, LLC Delaware GA HC REIT II West Oaks MOB, LLC Delaware GAHCR II Dalton ALF TRS Sub, LLC Delaware GAHCR II Effingham ALF TRS Sub, LLC Delaware GAHCR II Greenville ALF TRS Sub, LLC Delaware GAHCR II Mahomet ALF TRS Sub, LLC Delaware GAHCR II Mt. Zion ALF TRS Sub, LLC Delaware GAHCR II Staunton ALF TRS Sub, LLC Delaware Gaston MOB, LP North Carolina Good Sam MOB Investors, LLC Washington GRC IL Holdco, LLC Delaware GRC IL Management, LLC Delaware GRC Opco Holdco, LLC Delaware Great Neck, LLC Delaware Greenville MOB Owners LLC Delaware Gurnee Centre Club, LLC Delaware Gurnee Imaging Center, LLC Delaware Hamilton Place Realty Propco, LLC (f/k/a EC Hamilton PlaceRealty, LLC) Delaware Hamilton Retirement Group Ltd. British Columbia Hanover MOB, LLC Virginia Harper Court Phase II JV, LLC Delaware Harper Court Phase II Owner, LLC Delaware Harrisburg Medical Clinic, LP North Carolina Health Park MOB, LLC Tennessee Hendersonville Realty, LLC Delaware Henrico MOB, LLC Delaware Heritage CIC Investment Fund, LLC Missouri Hershey Research One, LLC Delaware 16
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Hershey Research Two, LLC Delaware Hillhaven Properties, LLC (formerly Hillhaven Properties, LTD, anOregon LTD) Delaware HMOB Associates, L.P. South Carolina HOL Birch Heights IL Management, LLC Delaware HOL Kittery Estates IL Management, LLC Delaware HOL Opco Holdco I, LLC Delaware HPSMLD Limited Liability Company Wisconsin HPSMLD Opco, LLC Delaware HRA Opco Holdco, LLC Delaware HRG Canada Cambridge (2023) GP Inc. Ontario HRG Canada Cambridge (2023) LP Ontario HRG Canada Cambridge GP Ltd. British Columbia HRG Canada Cambridge Ltd. Ontario HRG Canada Cobourg GP Ltd. British Columbia HRG Canada Cobourg LP Ontario HRG Canada Guelph GP Ltd. British Columbia HRG Canada Guelph LP Ontario HRG Canada Kanata GP Ltd. British Columbia HRG Canada Kanata LP Ontario HRG Canada Regina (2023) GP Inc. Ontario HRG Canada Regina (2023) LP Ontario HRG Canada Regina GP Ltd. British Columbia HRG Canada TRS LP Ontario HRG Canada TRS, GP Ltd. British Columbia HRG Canada Woodstock GP Ltd. British Columbia HRG Canada Woodstock LP Ontario HRI Coral Springs, LLC Delaware HRI Tamarac, LLC Delaware HRM Opco Holdco, LLC Delaware HVMLD Limited Liability Company Wisconsin HVMLD Opco, LLC Delaware Indianapolis MOB, LLC Indiana IPC (AP) Holding LLC Delaware IPC (HCN) Holding LLC Delaware IPC (MT) Holding LLC Delaware IPFVA GP, LLC Delaware Jackson Realty Propco, LLC (f/k/a EC Jackson Realty, LLC) Delaware JEA Opco Holdco, LLC Delaware Jensen Construction Management, Inc. California JER/NHP Management Texas, LLC Texas JER/NHP Senior Housing, LLC Delaware JER/NHP Senior Living Acquisition, LLC Delaware JER/NHP Senior Living Kansas, Inc. Kansas JER/NHP Senior Living Kansas, LLC Delaware JER/NHP Senior Living Texas, L.P. Texas JJS Properties, Inc. Delaware 17
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JSL Copper Canyon, LLC Delaware JSL Rock Creek, LLC Delaware Karrington of Park Ridge L.L.C. Ohio Karrington of Park Ridge Opco L.L.C. (f/k/a Bartlett Propco, LLC) Delaware Kentwood AL RE Limited Partnership Delaware Kew Gardens Senior Development, LLC New York Kingsport Nominee I LLC (f/k/a Kingsport Nominee LP) Delaware Kingsport Nominee LLC Delaware Kingston Retirement Group Ltd. British Columbia KLSH IL Holdco, LLC Delaware KLSH IL Management, LLC Delaware KLSH Opco Holdco, LLC Delaware Knoxville Nominee I LLC (f/k/a Knoxville Nominee LP) Delaware Knoxville Nominee LLC Delaware Knoxville Realty Propco, LLC (f/k/a EC Knoxville Realty, LLC) Delaware KS01 Series B Owner, LLC Delaware KS02 Series B Owner, LLC Delaware Lakeside POB 1, LLC Delaware Lakeside POB 2, LLC Delaware Larkfield Gardens Associates, L.P. New York LBS Limited Partnership Wisconsin LBS Opco, LLC Delaware Lebanon Nominee LLC Delaware Lebanon Nominee LP Delaware Lebanon Realty Propco, LLC (fka EC Lebanon Realty, LLC) Delaware Lethbridge Retirement Group Ltd. British Columbia Lewisburg Nominee LLC Delaware Lewisburg Nominee LP Delaware LFCS Opco Holdco, LLC Delaware LGD Midwest City Opco, LLC Delaware LGD Mustang Opco, LLC Delaware LGD Norman Opco, LLC Delaware LGD Norman Reminisce Opco, LLC Delaware LGD Opco Holdco, LLC Delaware LHP B LP Partner, LLC Delaware LHP B Trust Maryland LHP B Trust, LLC Delaware LHP B Trust, LP Delaware LHPT Appleton AHI, LLC Delaware LHPT Appleton MO South, LLC Delaware LHPT Appleton MO West, LLC Delaware LHPT Ascension Round Rock GP, LLC Delaware LHPT Ascension Round Rock LP Delaware LHPT Birmingham THE, LLC Delaware 18
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LHPT Birmingham, LLC Delaware LHPT Columbus II THE, LLC Delaware LHPT Columbus THE, LLC Delaware LHPT Columbus, LLC Delaware LHPT DC GP, LLC Delaware LHPT DC THE, L.P. Delaware LHPT Decatur II, LLC Delaware LHPT Decatur, LLC Delaware LHPT Holdings II, LLC Delaware LHPT LilliCal, LLC Delaware LHPT LP Partners, LLC Delaware LHPT TCMC Aylward, LLC Delaware LHPT TCMC Pavilion, LLC Delaware LHRET 191, LLC Delaware LHRET Anderson, LLC Delaware LHRET Ascension Austin II, LP Delaware LHRET Ascension Austin Partner GP, LLC Delaware LHRET Ascension Austin Partner II GP, LLC Delaware LHRET Ascension Austin, L.P. Delaware LHRET Ascension KC, LLC Delaware LHRET Ascension Michigan, LLC Delaware LHRET Ascension SJ, LLC Delaware LHRET Ascension SV, LLC Delaware LHRET Ascension SW Michigan, LLC Delaware LHRET Ascension, LLC Delaware LHRET Hershey II, LLC Delaware LHRET Hershey, L.P. Delaware LHRET Hershey, LLC Delaware LHRET Lafayette, LLC Delaware LHRET LHT, LLC Delaware LHRET Michigan Land, LLC Delaware LHRET Michigan THE, LLC Delaware LHRET Michigan, LLC Delaware LHRET Partner, LLC Delaware LHRET Reading I, LLC Delaware LHRET Reading II, LLC Delaware LHRET Reading, L.P. Delaware LHRET Reading, LLC Delaware LHRET St. Louis THE, LLC Delaware LHRET St. Louis, LLC Delaware LHRET Wheat Ridge, LLC Delaware LHT Beech Grove LLC Delaware LHT Knoxville II, LLC Delaware LHT Knoxville Properties, LLC Delaware LHT North Atlanta, LLC Delaware LHT Phoenix, LLC Delaware Libertyville Centre Club, LLC Delaware Lillibridge Healthcare Properties Trust Maryland 19
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Lillibridge Healthcare Properties Trust, L.P. Delaware Lillibridge Healthcare Properties Trust, LLC Delaware Lillibridge Healthcare Real Estate Trust Maryland Lillibridge Healthcare Real Estate Trust, L.P. Delaware Lillibridge Healthcare Services II, Inc. (f/k/a Cogdell SpencerErdman Management Company) North Carolina Lillibridge Healthcare Services, Inc. Illinois LilliCal, LLC Delaware Lima Nominee LLC Delaware Lima Nominee LP Delaware LL Opco Holdco, LLC (f/k/a LCBSL Opco Holdco, LLC) (f/k/aVTR River Oaks Holdco, LLC) Delaware LO Limited Partnership Wisconsin LO Opco, LLC Delaware Loyalsock Nominee LLC Delaware Loyalsock Nominee LP Delaware LS 3675 Market Street JV, LLC Delaware LS 4210 Duncan JV, LLC Delaware LS 5051 Centre JV, LLC Delaware LS 5051 Centre P1 HTC, LLC Delaware LS 5051 Centre P2 REIT, LLC Delaware LS 5051 Centre Unit 2 JV, LLC Delaware LS 5051 Centre Unit 2 UT, LLC Delaware LS 5051 Centre UT, LLC Delaware LS AS LLL-East Member, LLC Delaware LS AS LLL-East REIT, LLC Delaware LS AS MUR Member, LLC Delaware LS AS MUR REIT, LLC Delaware LS AS West Member, LLC Delaware LS AS West REIT, LLC Delaware LS BioTech Eight, LLC Delaware LS Davol Square, LLC Delaware LS Developer, LLC (f/k/a Wexford-CV SSL Developer, LLC) Delaware LS One Ship, LLC (f/k/a Wexford One Ship, LLC) Delaware LS Pearl R1 JV, LLC Delaware LS Pearl R1 TRS, LLC Delaware LS River House II, LLC ( f/k/a Wexford-CV River House JointVenture, LLC) Delaware LS River House, LLC Delaware LS SSL Garage II, LLC (f/k/a Wexford-CV SSL Garage JointVenture, LLC) Delaware LS SSL Garage, LLC (f/k/a CV SSL Garage LLC) Rhode Island LS uCity Academic Holdings, LLC Delaware LS uCity Academic REIT, LLC Delaware LS uCity Academic UT, LLC Delaware LTMLD Limited Liability Company Wisconsin LTMLD Opco, LLC Delaware Lynbrook Holding, LLC Delaware 20
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MAB Parent LLC Delaware Madison MOB Investors, LLC Mississippi Marland Place Associates Limited Partnership Massachusetts Martinez Realty Propco, LLC (fka EC Martinez Realty, LLC) Delaware Mary Black Westside Medical Park I Limited Partnership South Carolina McShane/NHP JV, LLC Delaware MDN Opco Holdco, LLC Delaware Medical Arts Courtyard, LLC Delaware Medical Investors I, LP North Carolina Medical Investors III, LP South Carolina Medical Park Three Limited Partnership South Carolina MH Doylestown Holding I Sub, LLC Delaware MH Doylestown Holding I, LLC Delaware MH Doylestown Holding II, LLC Delaware MH Doylestown, LLC Delaware MH Opco Doylestown, LLC Delaware Minot Avenue Realty, LLC Maine Missoula Senior Housing Facility, LLC Oregon MLD Banning Investment, LLC California MLD Delaware Trust Delaware MLD Financial Capital Corporation Delaware MLD MOB Indiana, LLC Delaware MLD Properties II, Inc. Delaware MLD Properties Limited Partnership Delaware MLD Properties, Inc. Delaware MLD Texas Corporation Texas MLD Wisconsin ALF, Inc. Delaware MLD Wisconsin SNF, Inc. Delaware MLS Opco Holdco, LLC Delaware Montreal Retirement Group Ltd. British Columbia MRN Opco Holdco, LLC Delaware MS Barrington SH, LLC Delaware MS Bon Air SH, LLC Delaware MS Carmichael SH, LLC Delaware MS Cascade SH, LLC Delaware MS Chandler SH, LLC Delaware MS Cinco Ranch SH, LLC Delaware MS Fort Worth SH, LLC Delaware MS Frisco SH, LLC Delaware MS Holladay SH, LLC Delaware MS Jackson SH, LLC Delaware MS Jacksonville SH, LLC Delaware MS Leawood SH, LLC Delaware MS Lower Makefield SH, LLC Delaware MS Old Meridian SH, LLC Delaware MS Overland Park SH, LLC Delaware 21
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MS River Road SH, LLC Delaware Mulberry Estates Ltd. British Columbia Muncie Realty Propco, LLC (fka EC Muncie Realty, LLC Delaware Mustang Holdings, LLC (f/k/a Ventas Mustang, LLC, f/k/a VentasCasper Holdings, LLC) Delaware Nationwide ALF, Inc. Delaware Nationwide ALF-Pensacola, LLC Delaware Nationwide Health Properties, LLC Delaware New Portland Road Realty, LLC Maine New Senior Investment Group Inc. Delaware NH Texas Properties Limited Partnership Texas NHP Brownstown, LLC Delaware NHP Canterbury Gardens, LLC Delaware NHP Canterbury, LLC Delaware NHP Carillon, LLC Delaware NHP Cascade Inn, LLC Delaware NHP Centereach, LLC Delaware NHP GP LLC Delaware NHP HS Holding, LLC Delaware NHP Huntsville MOB LLC Delaware NHP Madison, LLC New York NHP Master RE G.P., LLC Delaware NHP McClain, LLC Delaware NHP Operating Partnership L.P. Delaware NHP Secured Del Rey GP, LLC Delaware NHP Secured Del Rey, LP Delaware NHP Secured, Inc. California NHP Senior Investments, LLC Delaware NHP SH Alabama, LLC Delaware NHP SH Florida, LLC Delaware NHP SH Georgia, LLC Delaware NHP SH Mississippi, LLC Delaware NHP SH Tennessee, LLC Delaware NHP Sterling, LLC Delaware NHP Tucson Health Care Associates Limited Partnership Delaware NHP Veritas FL, LLC Delaware NHP Villas, Inc. California NHP Washington ALF, LLC Delaware NHP Wisconsin Development LLC Wisconsin NHP/Broe II, LLC Delaware NHP/Broe, LLC Delaware NHP/McShane SAMC, LLC Delaware NHP/PMB Burbank Medical Plaza I, LLC Delaware NHP/PMB Burbank Medical Plaza II, LLC Delaware NHP/PMB Chula Vista, LLC Delaware NHP/PMB Del E. Webb Medical Plaza, LLC Delaware NHP/PMB Eden Medical Plaza, LLC Delaware 22
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NHP/PMB Gilbert LLC Delaware NHP/PMB Glendale MOB, LLC Delaware NHP/PMB GP LLC Delaware NHP/PMB Grossmont GP, LLC Delaware NHP/PMB Grossmont, LP Delaware NHP/PMB Kenneth E. Watts Medical Plaza, LLC Delaware NHP/PMB L.P. Delaware NHP/PMB Los Alamitos MOB GP, LLC Delaware NHP/PMB Los Alamitos MOB, LP Delaware NHP/PMB Mission Viejo, LLC Delaware NHP/PMB Orange, LLC Delaware NHP/PMB Pasadena LLC Delaware NHP/PMB Pomerado, LLC Delaware NHP/PMB Pomona, LLC Delaware NHP/PMB San Gabriel Valley Medical Plaza, LLC Delaware NHP/PMB Santa Clarita Valley Medical Plaza, LLC Delaware NHP/PMB St. Francis Lynwood Medical Plaza, LLC Delaware NHP/PMB Tuality 7th Avenue Medical Plaza, LLC Delaware NHP/PMB Washoe MOB, LLC Delaware NHP/PMBRES LLC Delaware NHPCO Wisconsin Lender, LLC Delaware NHPCO Wisconsin, LLC Delaware NHP-Cobb Physicians Center, LLC Delaware NHP-Parkway Physicians Center, LLC Delaware Niagara Falls Retirement Group Ltd. British Columbia NIC 12 Arlington Plaza Management LLC Delaware NIC 12 Arlington Plaza Owner LLC Delaware NIC 12 Blair House Management LLC Delaware NIC 12 Blair House Owner LLC Delaware NIC 12 Blue Water Lodge Management LLC Delaware NIC 12 Blue Water Lodge Owner LLC Delaware NIC 12 Briarcrest Estates Management LLC Delaware NIC 12 Briarcrest Estates Owner LLC Delaware NIC 12 Chateau Ridgeland Management LLC Delaware NIC 12 Chateau Ridgeland Owner LLC Delaware NIC 12 Cherry Laurel Management LLC Delaware NIC 12 Cherry Laurel Owner LLC Delaware NIC 12 Colonial Harbor Management LLC Delaware NIC 12 Colonial Harbor Owner LLC Delaware NIC 12 Country Squire Management LLC Delaware NIC 12 Country Squire Owner LLC Delaware NIC 12 Courtyard at Lakewood Management LLC Delaware NIC 12 Courtyard at Lakewood Owner LLC Delaware NIC 12 Desoto Beach Club Management LLC Delaware NIC 12 Desoto Beach Club Owner LLC Delaware NIC 12 El Dorado Management LLC Delaware NIC 12 El Dorado Owner LLC Delaware NIC 12 Essex House Management LLC Delaware 23
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NIC 12 Essex House Owner LLC Delaware NIC 12 Fleming Point Management LLC Delaware NIC 12 Fleming Point Owner LLC Delaware NIC 12 Grasslands Estates Management LLC Delaware NIC 12 Grasslands Estates Owner LLC Delaware NIC 12 Greeley Place Management LLC Delaware NIC 12 Greeley Place Owner LLC Delaware NIC 12 Grizzly Peak Management LLC Delaware NIC 12 Grizzly Peak Owner LLC Delaware NIC 12 Jackson Oaks Management LLC Delaware NIC 12 Jackson Oaks Owner LLC Delaware NIC 12 Maple Downs Management LLC Delaware NIC 12 Maple Downs Owner LLC Delaware NIC 12 Owner LLC Delaware NIC 12 Parkwood Estates Management LLC Delaware NIC 12 Parkwood Estates Owner LLC Delaware NIC 12 Pioneer Valley Lodge Management LLC Delaware NIC 12 Pioneer Valley Lodge Owner LLC Delaware NIC 12 Regency Residence Management LLC Delaware NIC 12 Regency Residence Owner LLC Delaware NIC 12 Simi Hills Management LLC Delaware NIC 12 Simi Hills Owner LLC Delaware NIC 12 Stoneybrook Lodge Management LLC Delaware NIC 12 Stoneybrook Lodge Owner LLC Delaware NIC 12 Summerfield Estates Management LLC Delaware NIC 12 Summerfield Estates Owner LLC Delaware NIC 12 Ventura Place Management LLC Delaware NIC 12 Ventura Place Owner LLC Delaware NIC 12/13 Management LLC Delaware NIC 13 Dogwood Estates Management LLC Delaware NIC 13 Dogwood Estates Owner LLC Delaware NIC 13 Durham Regent LLC (converted from NIC 13 DurhamRegent Inc.) Delaware NIC 13 Durham Regent Management LLC Delaware NIC 13 Durham Regent Owner GP LLC Delaware NIC 13 Durham Regent Owner LP Delaware NIC 13 Fountains at Hidden Lakes Management LLC Delaware NIC 13 Fountains at Hidden Lakes Owner LLC Delaware NIC 13 Hidden Lakes Management LLC Delaware NIC 13 Hidden Lakes Owner LLC Delaware NIC 13 Illahee Hills Management LLC Delaware NIC 13 Illahee Hills Owner LLC Delaware NIC 13 Jordan Oaks LLC (converted from NIC 13 Jordan Oaks Inc.) Delaware NIC 13 Jordan Oaks Management LLC Delaware NIC 13 Jordan Oaks Owner GP LLC Delaware NIC 13 Jordan Oaks Owner LP Delaware NIC 13 Lodge at Cold Spring Management LLC Delaware 24
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NIC 13 Lodge at Cold Spring Owner LLC Delaware NIC 13 Madison Estates Management LLC Delaware NIC 13 Madison Estates Owner LLC Delaware NIC 13 Manor at Oakridge Management LLC Delaware NIC 13 Manor at Oakridge Owner LLC Delaware NIC 13 Oakwood Hills Management LLC Delaware NIC 13 Oakwood Hills Owner LLC Delaware NIC 13 Orchid Terrace Management LLC Delaware NIC 13 Orchid Terrace Owner LLC Delaware NIC 13 Owner LLC Delaware NIC 13 Palmer Hills Management LLC Delaware NIC 13 Palmer Hills Owner LLC Delaware NIC 13 Pinewood Hills Management LLC Delaware NIC 13 Pinewood Hills Owner LLC Delaware NIC 13 Pueblo Regent Management LLC Delaware NIC 13 Pueblo Regent Owner LLC Delaware NIC 13 Rock Creek Management LLC Delaware NIC 13 Rock Creek Owner LLC Delaware NIC 13 Sheldon Oaks Management LLC Delaware NIC 13 Sheldon Oaks Owner LLC Delaware NIC 13 Sky Peaks Management LLC Delaware NIC 13 Sky Peaks Owner LLC Delaware NIC 13 The Bentley Management LLC Delaware NIC 13 The Bentley Owner LLC Delaware NIC 13 The Regent Management LLC Delaware NIC 13 The Regent Owner LLC Delaware NIC 13 The Westmont Management LLC Delaware NIC 13 The Westmont Owner LLC Delaware NIC 13 Thornton Place Management LLC Delaware NIC 13 Thornton Place Owner LLC Delaware NIC 13 Uffelman Estates Management LLC Delaware NIC 13 Uffelman Estates Owner LLC Delaware NIC 13 Village Gate Management LLC Delaware NIC 13 Village Gate Owner LLC Delaware NIC 13 Vista De La Montana Management LLC Delaware NIC 13 Vista De La Montana Owner LLC Delaware NIC 13 Walnut Woods Management LLC Delaware NIC 13 Walnut Woods Owner LLC Delaware NIC 13 Whiterock Court Management LLC Delaware NIC 13 Whiterock Court Owner LLC Delaware NIC 17 Leasing LLC Delaware NIC 17 Owner LLC Delaware NIC 17 Windsor Leasing LLC Delaware NIC 17 Windsor Owner LLC Delaware NIC 4 Florida Leasing LLC Delaware NIC 4 Florida Owner LLC Delaware NIC 4 Owner LLC Delaware NIC 4 Summerfield Leasing LLC Delaware 25
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NIC 4 Summerfield Owner LLC Delaware NIC 4 Sunset Lake Leasing LLC Delaware NIC 4 Sunset Lake Owner LLC Delaware NIC 4/5 Leasing LLC Delaware NIC 6 Management LLC Delaware NIC 6 Manor at Woodside Management LLC Delaware NIC 6 Manor at Woodside Owner LLC Delaware NIC 6 New York Management LLC Delaware NIC 6 New York Owner LLC Delaware NIC 6 Owner LLC Delaware NIC 9 Heritage Oaks Management LLC Delaware NIC 9 Heritage Oaks Owner LLC Delaware NIC 9 Virginia Management LLC Delaware NIC 9 Virginia Owner LLC Delaware NIC Acquisitions LLC Delaware NV Briargate MOB LLC Delaware NV Broadway MOB LLC Delaware NV Gateway MOB LP Delaware NV GVR MOB LLC Delaware NV HFH MOB LLC Delaware NV Knightdale MOB LLC Delaware NV NB MOB LP Delaware NV NBHQ LP Delaware NV Potomac MOB LLC Delaware NV Printers Park MOB LLC Delaware NV Solano MOB LP Delaware NV Vaca Valley MOB LP Delaware OHT Limited Partnership Wisconsin OHT Opco, LLC Delaware Opco CA Partner I, LLC Delaware Opco CA Partner II, LLC Delaware Opco CA Partner III, LLC Delaware Opco CA Partner IV, LLC Delaware Opco CA Partner V, LLC Delaware Opco CA Partner VI, LLC Delaware Opco GA Partner, LLC (fka Propco NM Partner I, LLC) Delaware Opco NC Partner I, LLC (fka Propco AZ Partner I, LLC) Delaware Opco NC Partner II, LLC (fka Propco AZ Partner II, LLC) Delaware Opco PA Partner, LLC Delaware Opco VA Partner, LLC Delaware Orangeburg Medical Office Building South Carolina Orbital Communities Limited United Kingdom Ottawa Retirement Group Ltd. British Columbia Parker II MOB Owners LLC Delaware PDP Castro Valley #2 LLC Delaware PDP Gilbert 2 LLC Delaware PDP LMP LLC Delaware 26
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PDP Mission Hills 1 LLC Delaware PDP San Francisco MOB LLC Delaware PDP Sutter Roseville LLC Delaware Pearl R1 GP, LLC Delaware Pearl R1 Owner, LLLP Delaware Peerless MOB, LLC Tennessee Peterborough Retirement Group Ltd. British Columbia Phase 1 Ventures LLC Delaware Phoenix BioMedical Campus Phase I Finance, LLC Delaware Phoenix BioMedical Campus Phase I Holding, LLC Delaware Phoenix BioMedical Campus Phase I JV, LLC Delaware Phoenix BioMedical Campus Phase I Owner, LLC Delaware Phoenix BioMedical Campus Phase I REIT Sub, LLC Delaware Phoenix BioMedical Campus Phase I REIT, LLC Delaware PKR Associates LLC Pennsylvania PMB Real Estate Services LLC Delaware PMB Vancouver 601 Physicians Pavilion LLC Delaware PMB Vancouver 602 Admin LLC Delaware PMB Vancouver 603 MedCtr Physicians LLC Delaware PMB Vancouver 604 Memorial MOB LLC Delaware PMB Vancouver 605 Salmon Creek LLC Delaware PMB Vancouver 606 Fisher's Landing LLC Delaware PMB/NHP Vancouver Partners LLC Delaware PMOB, LLC South Carolina Primrose Chateau Retirement Ltd. British Columbia Prince George Retirement Group Ltd. British Columbia PRLC IL Management, LLC Delaware PRLC Opco Holdco, LLC Delaware Prometheus Fund Alternative Partnership L.P. Delaware Prometheus Fund Coinvestment Partnership I LP Delaware Prometheus Fund II Alternative Partnership L.P. Delaware Prometheus Fund Senior Housing Partners LP Delaware Prometheus Fund Strategic Realty Investors II L.P. Delaware Prometheus Funds GP, LLC Delaware Prometheus Leasehold Parent, LLC Delaware Prometheus Senior Quarters LLC Delaware Propco 12 LLC Delaware Propco 13 LLC Delaware Propco 17 LLC Delaware Propco 2 LLC Delaware Propco 21 LLC Delaware Propco 22 LLC Delaware Propco 24 LLC Delaware Propco 27 LLC Delaware Propco 4 LLC Delaware Propco 6 LLC Delaware Propco 9 LLC Delaware Propco CA Partner I, LLC Delaware 27
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Propco CA Partner II, LLC Delaware Propco CA Partner III, LLC Delaware Propco CA Partner IV, LLC Delaware Propco CA Partner V, LLC Delaware Propco CA Partner VI, LLC Delaware Propco CA Partner VII, LLC Delaware Propco GA Partner, LLC (fka AL Subfunding II, LLC) Delaware Propco Holdco, LLC Delaware Propco NC Partner I, LLC Delaware Propco NC Partner II, LLC Delaware Propco PA Partner, LLC Delaware Propco VA Partner, LLC (fka Propco NC Partner III, LLC) Delaware Providence Innovation District Phase I Holding, LLC Delaware Providence Innovation District Phase I Owner, LLC Delaware Providence Innovation District Phase I, LLC Delaware Providence Innovation District Phase II Owner, LLC Delaware PSLT GP, LLC Delaware PSLT OP, L.P. Delaware PSLT-ALS Properties Holdings, LLC Delaware PSLT-ALS Properties I, LLC Delaware PSLT-ALS Properties II, LLC Delaware PSLT-ALS Properties III, LLC Delaware PSLT-ALS Properties IV, LLC Delaware PSLT-BLC Properties Holdings, LLC Delaware PVD Opco Holdco, LLC Delaware R&I Procurement Holdings IV, LLC Delaware RDGL IL Management, LLC (f/k/a Chateau Brickyard OperationsLLC) Delaware RDGL Opco Holdco, LLC Delaware Red Deer Retirement Group Ltd. British Columbia Regina Assisted Group Ltd. British Columbia Regina Retirement Group Ltd. British Columbia Résidence Ambiance IDS Inc. Quebec Résidence Caléo Inc. Quebec Résidence Cornelius Inc. Quebec Résidence Ékla Inc. Quebec Résidence Élogia Inc. Quebec Résidence Floréa Inc. Quebec Résidence IVVI Inc. Quebec Résidence la Croisée de l’Est Inc. Quebec Résidence Le 22 Inc. Quebec Résidence le Félix Vaudreuil/Dorion Inc. Quebec Résidence le Notre/Dame (Repentigny) Inc. Quebec Résidence le Quartier Mont/Saint/Hilaire Inc. Quebec Résidence le Savignon Inc. Quebec Résidence Lilo Inc. Quebec Résidence Liz Inc. Quebec 28
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Résidence Margo Inc. Quebec Résidence Ora Inc. Quebec Résidence Quartier Sud Inc. Quebec Résidence Sevä Inc. Quebec Résidence Station Est Inc. Quebec Résidence Vast Inc. Quebec Retirement Inns II, LLC Delaware Retirement Inns III, LLC Delaware RISE Insurance Company, LLC Kentucky River Hills Medical Associates, LLC South Carolina River Oaks Partners Illinois Riverdale Development, LLC New York RLG Leasing LLC Delaware RLG Owner LLC Delaware RLG Utah Leasing LLC Delaware RLG Utah Owner LLC Delaware Rocky Mount Kidney Center Associates North Carolina Rocky Mount Medical Park Limited Partnership North Carolina Roper MOB, LLC South Carolina Roswell Realty Propco, LLC (fka EC Roswell Realty, LLC) Delaware Round Lake ACC, LLC Delaware Sagamore Hills Nominee LLC Delaware Sagamore Hills Nominee LP Delaware Saint John Retirement Group Ltd. British Columbia Saxonburg Nominee LLC Delaware Saxonburg Nominee LP Delaware SC EC Master Tenant, LLC Delaware SDS IL Management, LLC Delaware SDS Opco Holdco, LLC Delaware Senior Care, Inc. Delaware Senior Quarters Operating Corp. New York SHI Conveyance Sub, LLC Delaware SHI LL Holdco II, LLC Delaware SHI LL Holdco, LLC Delaware SHI MOB Holdco, LLC Delaware SHI SH Propco Holdco, LLC Delaware Shippensburg Realty Holdings, LLC Delaware SNCI IL Management, LLC Delaware SND IL Management, LLC Delaware SNR 21 Logan Square Owner LLC Delaware SNR 21 Owner LLC Delaware SNR 22 Management LLC Delaware SNR 22 OKC Management LLC Delaware SNR 22 OKC Owner LLC Delaware SNR 22 Owner LLC Delaware SNR 22 Shreveport Management LLC Delaware SNR 22 Shreveport Owner LLC Delaware 29
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SNR 22 Winston Salem LLC (converted from SNR 22 WinstonSalem Inc.) Delaware SNR 22 Winston Salem Owner GP LLC Delaware SNR 22 Winston Salem Owner LP Delaware SNR 22 Winston-Salem Management LLC Delaware SNR 24 Bluebird Estates Management LLC Delaware SNR 24 Bluebird Estates Owner LLC Delaware SNR 24 Bridge Park Management LLC Delaware SNR 24 Bridge Park Owner LLC Delaware SNR 24 Chateau at Harveston Management LLC Delaware SNR 24 Chateau at Harveston Owner LLC Delaware SNR 24 Copley Place Management LLC Delaware SNR 24 Copley Place Owner LLC Delaware SNR 24 Crescent Heights Management LLC Delaware SNR 24 Crescent Heights Owner GP LLC Delaware SNR 24 Crescent Heights Owner LP Delaware SNR 24 Cresent Heights LLC (converted from SNR 24 CrescentHeights Inc.) Delaware SNR 24 Cypress Woods Management LLC Delaware SNR 24 Cypress Woods Owner LLC Delaware SNR 24 Dover Owner Delaware SNR 24 Golden Oaks Management LLC Delaware SNR 24 Golden Oaks Owner LLC Delaware SNR 24 Lodge at Wake Forest LLC (converted from SNR 24 Lodgeat Wake Forest Inc.) Delaware SNR 24 Lodge at Wake Forest Management LLC Delaware SNR 24 Lodge at Wake Forest Owner GP LLC Delaware SNR 24 Lodge at Wake Forest Owner LP Delaware SNR 24 Management LLC Delaware SNR 24 Maple Suites Management LLC Delaware SNR 24 Maple Suites Owner LLC Delaware SNR 24 Olympus Ranch Management LLC Delaware SNR 24 Olympus Ranch Owner LLC Delaware SNR 24 Owner LLC Delaware SNR 24 Peninsula Management LLC Delaware SNR 24 Peninsula Owner LLC Delaware SNR 24 Rancho Village Management LLC Delaware SNR 24 Rancho Village Owner LLC Delaware SNR 24 Rolling Hills Ranch Management LLC Delaware SNR 24 Rolling Hills Ranch Owner LLC Delaware SNR 24 Shads Landing LLC (converted from SNR 24 ShadsLanding Inc.) Delaware SNR 24 Shads Landing Management LLC Delaware SNR 24 Shads Landing Owner GP LLC Delaware SNR 24 Shads Landing Owner LP Delaware SNR 24 Sterling Court Management LLC Delaware SNR 24 Sterling Court Owner LLC Delaware SNR 24 Venetian Gardens Management LLC Delaware SNR 24 Venetian Gardens Owner LLC Delaware 30
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SNR 24 Windward Palms Management LLC Delaware SNR 24 Windward Palms Owner LLC Delaware SNR 27 Alexis Gardens Management LLC Delaware SNR 27 Alexis Gardens Owner LLC Delaware SNR 27 Andover Place Management LLC Delaware SNR 27 Andover Place Owner LLC Delaware SNR 27 Arcadia Place Management LLC Delaware SNR 27 Arcadia Place Owner LLC Delaware SNR 27 Aspen View Management LLC Delaware SNR 27 Aspen View Owner LLC Delaware SNR 27 Augustine Landing Management LLC Delaware SNR 27 Augustine Landing Owner LLC Delaware SNR 27 Cedar Ridge LLC (converted from SNR 27 Cedar RidgeInc.) Delaware SNR 27 Cedar Ridge Management LLC Delaware SNR 27 Cedar Ridge Owner GP LLC Delaware SNR 27 Cedar Ridge Owner LP Delaware SNR 27 Echo Ridge Management LLC Delaware SNR 27 Echo Ridge Owner LLC Delaware SNR 27 Elm Park Estates Management LLC Delaware SNR 27 Elm Park Estates Owner LLC Delaware SNR 27 Genesee Gardens Management LLC Delaware SNR 27 Genesee Gardens Owner LLC Delaware SNR 27 Greenwood Terrace Management LLC Delaware SNR 27 Greenwood Terrace Owner LLC Delaware SNR 27 Holiday Hills Estates Management LLC Delaware SNR 27 Holiday Hills Estates Owner LLC Delaware SNR 27 Indigo Pines Management LLC Delaware SNR 27 Indigo Pines Owner LLC Delaware SNR 27 Kalama Heights Management LLC Delaware SNR 27 Kalama Heights Owner LLC Delaware SNR 27 Management LLC Delaware SNR 27 Marion Woods Management LLC Delaware SNR 27 Marion Woods Owner LLC Delaware SNR 27 Montara Meadows Management LLC Delaware SNR 27 Montara Meadows Owner LLC Delaware SNR 27 Niagara Village Management LLC Delaware SNR 27 Niagara Village Owner LLC Delaware SNR 27 Owner LLC Delaware SNR 27 Parkrose Chateau Management LLC Delaware SNR 27 Parkrose Chateau Owner LLC Delaware SNR 27 Pinegate Management LLC Delaware SNR 27 Pinegate Owner LLC Delaware SNR 27 Quail Run Estates Management LLC Delaware SNR 27 Quail Run Estates Owner LLC Delaware SNR 27 Quincy Place Management LLC Delaware SNR 27 Quincy Place Owner LLC Delaware SNR 27 Redbud Hills Management LLC Delaware 31
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SNR 27 Redbud Hills Owner LLC Delaware SNR 27 Stone Lodge Management LLC Delaware SNR 27 Stone Lodge Owner LLC Delaware SNR 27 The Jefferson Management LLC Delaware SNR 27 The Jefferson Owner LLC Delaware SNR 27 The Remington Management LLC Delaware SNR 27 The Remington Owner LLC Delaware SNR 27 The Springs of Escondido Management LLC Delaware SNR 27 The Springs of Escondido Owner LLC Delaware SNR 27 The Springs of Napa Management LLC Delaware SNR 27 The Springs of Napa Owner LLC Delaware SNR 27 The Woods at Holly Tree GP LLC Delaware SNR 27 The Woods at Holly Tree LLC (converted from SNR 27 TheWoods at Holly Tree Inc.) Delaware SNR 27 The Woods at Holly Tree Management LLC Delaware SNR 27 The Woods at Holly Tree Owner LP Delaware SNR 27 University Pines Management LLC Delaware SNR 27 University Pines Owner LLC Delaware SNR Operations LLC Delaware Société en commandite Ambiance IDS Quebec Société en commandite Boréa Quebec Société en commandite Caléo Quebec Société en commandite Cavalier de Lasalle Quebec Société en commandite Cibéle Quebec Société en commandite Commerciale Aylmer Quebec Société en commandite Commerciale Cornelius Quebec Société en commandite Commerciale Cornelius II Quebec Société en commandite Commerciale Crémazie Quebec Société en commandite Commerciale Sherbrooke Quebec Société en commandite Communautaire Crémazie Quebec Société en commandite Cornelius Quebec Société en commandite Cornelius II Quebec Société en commandite Ékla Quebec Société en commandite Élogia Quebec Société en commandite Floréa Quebec Société en commandite IVVI Quebec Société en commandite l’Avantage Quebec Société en commandite l’Image d’Outremont Quebec Société en commandite l’Initial Quebec Société en commandite la Cité des Tours Quebec Société en commandite la Croisée de l’Est Quebec Société en commandite Le 22 Quebec Société en commandite le Félix Vaudreuil/Dorion Quebec Société en commandite le Gibraltar Quebec Société en commandite le Notre/Dame (Repentigny) Quebec Société en commandite le Quartier Mont/Saint/Hilaire Quebec Société en commandite le Savignon Quebec Société en commandite le VÜ Quebec 32
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Société en commandite les Condos Boréa Quebec Société en commandite les Condos Caléo Quebec Société en commandite les Condos de la Gare Quebec Société en commandite les Condos Ékla Quebec Société en commandite les Condos Élogia Quebec Société en commandite les Condos Floréa Quebec Société en commandite les Condos l’Avantage Quebec Société en commandite les Condos Le 22 Quebec Société en commandite les Condos le Gibraltar Quebec Société en commandite les Condos le Savignon Quebec Société en commandite les Condos le VÜ Quebec Société en commandite les Condos les Jardins Millen Quebec Société en commandite les Condos Ora Quebec Société en commandite les Condos Quartier Sud Quebec Société en commandite les Condos Sevä Quebec Société en commandite les Jardins du Campanile Quebec Société en commandite les Jardins Millen Quebec Société en commandite les Promenades du Parc Quebec Société en commandite les Verrières du Golf Quebec Société en commandite Lilo Quebec Société en commandite Liz Quebec Société en commandite Margo Quebec Société en commandite Ora Quebec Société en commandite Quartier Sud Quebec Société en commandite RDM Quebec Société en commandite Sevä Quebec Société en commandite Station Est Quebec Société en commandite Vast Quebec Société en commandite Vent de l’Ouest Quebec Springs at Clackamas Woods, LLC Oregon SRM IL Management, LLC Delaware SSL Developer LLC Delaware SSL Holdco LLC Delaware SSL Partner LLC Delaware St. Albert Retirement Group Ltd. British Columbia St. Catharines Retirement Group Ltd. British Columbia St. Cloud MOB, LLC Minnesota St. Francis Community MOB, LLC South Carolina St. Francis Medical Plaza, LLC South Carolina St. Mary's Investors, LLC Virginia Steger Retirement Group Ltd. British Columbia STLR Opco Holdco, LLC Delaware Stratford Development, LLC New York Stripe II, LLC Delaware Stripe Sub, LLC Delaware SW Louisiana Professional Office Building, LLC Delaware Syracuse MOB SPE, LLC Delaware Syracuse MOB, LLC New York 33
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SZR Abington AL Opco, L.L.C. Delaware SZR Abington AL, L.L.C. Pennsylvania SZR Acquisitions Propco, LP (f/k/a La Mesa Propco, LP) Delaware SZR Acquisitions, LLC Delaware SZR Arlington, MA Assisted Living Opco, L.L.C. (fka ChesterfieldPropco, LLC) Delaware SZR Arlington, MA Assisted Living, L.L.C. Virginia SZR Aurora GP Inc. Ontario, Canada SZR Aurora Inc. Ontario, Canada SZR Aurora, LP Ontario, Canada SZR Barrington, LLC Delaware SZR Bloomfield Senior Living Opco, LLC (fka Cy-Fair Propco,LLC) Delaware SZR Bloomfield Senior Living, LLC Delaware SZR Bloomingdale Assisted Living Opco, L.L.C. (f/k/a LorainPropco, LLC) Delaware SZR Bloomingdale Assisted Living, L.L.C. Illinois SZR Blue Bell AL Limited Partnership Pennsylvania SZR Blue Bell AL Opco Limited Partnership Delaware SZR Bon Air, LLC Delaware SZR Buffalo Grove Assisted Living Opco, L.L.C. (f/k/a ShallowfordPropco, LLC) Delaware SZR Buffalo Grove Assisted Living, L.L.C. Illinois SZR Burlington Inc. Ontario, Canada SZR Carmichael, LLC Delaware SZR Cascade, LLC Delaware SZR Chandler, LLC Delaware SZR Cherry Creek Senior Living Propco, LLC Delaware SZR Cherry Creek Senior Living, LLC Delaware SZR Cinco Ranch, LLC Delaware SZR Columbia LLC Delaware SZR Columbia Propco LLC Delaware SZR Cuyahoga Falls Senior Living Opco, LLC (f/k/a SherwoodPropco, LLC) Delaware SZR Cuyahoga Falls Senior Living, LLC Delaware SZR East Cobb Assisted Living Limited Partnership Georgia SZR East Cobb Assisted Living Opco Limited Partnership Delaware SZR Edina Assisted Living Opco, L.L.C. (fka Maumelle Propco,LLC) Delaware SZR Edina Assisted Living, L.L.C. Minnesota SZR Erin Mills GP Inc. Ontario, Canada SZR Erin Mills Inc. Ontario, Canada SZR Erin Mills, LP Ontario, Canada SZR First Assisted Living Holdings, LLC Delaware SZR Fleetwood A.L. Propco, L.L.C. Delaware SZR Fleetwood A.L., L.L.C. New York SZR Fort Worth, LLC Delaware SZR Frisco, LLC Delaware 34
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SZR Garden Square at Westlake Opco, LLC Delaware SZR Granite Run AL Opco, L.L.C. (fka Windcrest Propco, LLC) Delaware SZR Granite Run AL, L.L.C. Pennsylvania SZR Haverford AL Opco, L.L.C. Delaware SZR Haverford AL, L.L.C. Pennsylvania SZR Hillcrest Senior Living Propco, LLC Delaware SZR Hillcrest Senior Living, LLC Delaware SZR Holladay, LLC Delaware SZR Huntcliff Assisted Living Opco Limited Partnership Delaware SZR Huntcliff IL GP, LLC (f/k/a VTR The Highlands Land, LLC) Delaware SZR Huntcliff Summit I IL Limited Partnership (f/k/a SZR HuntcliffAssisted Living Limited Partnership) Georgia SZR Huntcliff Summit II, LLC (f/k/a SZR Huntcliff Summit I, LLC) Delaware SZR IL Management, LLC Delaware SZR Ivey Ridge Assisted Living Limited Partnership Georgia SZR Ivey Ridge Assisted Living Opco Limited Partnership Delaware SZR Jackson, LLC Delaware SZR Jacksonville, LLC Delaware SZR Leawood, LLC Delaware SZR Lincoln Park LLC Delaware SZR Lincoln Park Opco LLC (f/k/a Byrd Springs Propco, LLC) Delaware SZR Lower Makefield, LLC Delaware SZR Lynn Valley GP Inc. Ontario, Canada SZR Lynn Valley, LP Ontario, Canada SZR Markham GP Inc. Ontario, Canada SZR Markham Inc. Ontario, Canada SZR Markham, LP Ontario, Canada SZR Mission Viejo Assisted Living Propco, L.P. Delaware SZR Mission Viejo Assisted Living, L.L.C. Virginia SZR Mississauga GP, Inc. Ontario, Canada SZR Mississauga Inc. Ontario, Canada SZR Mississauga, LP Ontario, Canada SZR Morris Plains Assisted Living Propco, L.L.C. Delaware SZR Morris Plains Assisted Living, L.L.C. New Jersey SZR New City Senior Living Propco, LLC Delaware SZR New City Senior Living, LLC Delaware SZR North Ann Arbor Senior Living, LLC Delaware SZR North Hills LP (fka SZR North Hills LLC) Delaware SZR North Hills Opco LP (fka Mountain Home Propco, LLC) Delaware SZR North York GP Inc. Ontario, Canada SZR North York Inc. Ontario, Canada SZR Northville Assisted Living Opco, L.L.C. (fka Florence SCPropco, LLC) Delaware SZR Northville Assisted Living, L.L.C. Michigan 35
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SZR Norwood LLC Delaware SZR Norwood Opco LLC (fka Braeswood Propco, LLC) Delaware SZR Oakville Inc. Ontario, Canada SZR of Alexandria Assisted Living Opco, L.P. Delaware SZR of Alexandria Assisted Living, L.P. Virginia SZR of North York, LP Ontario, Canada SZR Old Meridian, LLC Delaware SZR Old Tappan Assisted Living Propco, L.L.C. Delaware SZR Old Tappan Assisted Living, L.L.C. New Jersey SZR Opco Holdco, LLC Delaware SZR Orchard AL Propco, L.L.C. Delaware SZR Orchard AL, L.L.C. Colorado SZR Overland Park, LLC Delaware SZR Pacific Palisades Assisted Living Propco, L.P. Delaware SZR Pacific Palisades Assisted Living, L.P. California SZR Palos Park Opco, LLC (f/k/a Brentwood Propco, LLC) Delaware SZR Palos Park, LLC Virginia SZR Parma Assisted Living Opco, L.L.C. (f/k/a Wharton Propco,LLC) Delaware SZR Parma Assisted Living, L.L.C. Virginia SZR Richmond Hill GP Inc. Ontario, Canada SZR Richmond Hill Inc. Ontario, Canada SZR Richmond Hill, LP Ontario, Canada SZR River Road, LLC Delaware SZR Riverside Assisted Living Propco, L.P. (f/k/a Southern PinesPropco, LP) Delaware SZR Riverside Assisted Living, L.P. California SZR Rochester Assisted Living Opco, LLC (fka Lake JacksonPropco, LLC) Delaware SZR Rochester Assisted Living, LLC Delaware SZR Rocklin Senior Living Propco, LP (f/k/a Point Loma Propco,LP) Delaware SZR Rocklin Senior Living, LLC Delaware SZR Rockville LLC Delaware SZR Rockville Propco LLC Delaware SZR San Mateo LLC Delaware SZR San Mateo Propco LP (f/k/a Las Villas Del Norte Propco, LP) Delaware SZR Sandy Senior Living Propco, LLC Delaware SZR Sandy Senior Living, LLC Delaware SZR Scottsdale Propco, LLC Delaware SZR Scottsdale, LLC Delaware SZR Second Assisted Living Holdings, LLC Delaware SZR Second Baton Rouge Assisted Living Propco, L.L.C. Delaware SZR Second Baton Rouge Assisted Living, L.L.C. Louisiana SZR Second Westminister Assisted Living, L.L.C. Colorado 36
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SZR Second Westminster Assisted Living Propco, L.L.C. Delaware SZR Smithtown A.L. Propco, L.L.C. Delaware SZR Smithtown A.L., L.L.C. New York SZR Springfield Assisted Living Opco, L.L.C. Delaware SZR Springfield Assisted Living, L.L.C. Virginia SZR Staten Island SL Propco, L.L.C. Delaware SZR Staten Island SL, L.L.C. New York SZR Sterling Canyon Assisted Living Limited Partnership California SZR Sterling Canyon Assisted Living Propco, LP (f/k/a NorthridgePropco, LP) Delaware SZR Troy Assisted Living Opco, L.L.C. (fka Cottonwood Propco,LLC) Delaware SZR Troy Assisted Living, L.L.C. Michigan SZR US Investments, LLC Delaware SZR US UPREIT Three, LLC Delaware SZR US UPREIT, LLC Delaware SZR Victoria GP Inc. Ontario, Canada SZR Victoria, LP Ontario, Canada SZR Wall Assisted Living Propco, L.L.C. Delaware SZR Wall Assisted Living, L.L.C. New Jersey SZR Wayne Assisted Living Propco, L.L.C. Delaware SZR Wayne Assisted Living, L.L.C. New Jersey SZR Westfield Assisted Living Propco, L.L.C. Delaware SZR Westfield Assisted Living, L.L.C. New Jersey SZR Westlake Village LLC Delaware SZR Westlake Village Propco LP (f/k/a Las Villas Del CarlsbadPropco, LP) Delaware SZR Willowbrook Annex LLC Delaware SZR Willowbrook Annex Opco LLC (f/k/a Austin Propco, LLC) Delaware SZR Willowbrook LLC Delaware SZR Willowbrook Opco LLC (f/k/a Heritage Woods Propco, LLC) Delaware SZR Windsor Inc. Ontario, Canada SZR Yorba Linda LLC Delaware SZR Yorba Linda Propco LP (f/k/a Little Avenue Propco, LP) Delaware TAC Opco Holdco, LLC Delaware TDN Opco Holdco, LLC Delaware Tempe AL RE, L.P. Delaware The Arboretum I Limited Partnership Wisconsin The Arboretum I Opco, LLC Delaware The Arboretum II Limited Partnership Wisconsin The Ponds of Pembroke Limited Partnership Illinois The Terrace at South Meadows, LLC Delaware THL 191 JV, LLC Delaware Timberlin Parc Realty Propco, LLC (fka EC Timberlin Parc Realty,LLC Delaware 37
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Townsend CRB Development, LLC Delaware Tucson AL RE, L.P. Delaware Twain Investment Fund 104, LLC Missouri Twain Investment Fund 149, LLC Missouri Twain Investment Fund 33, LLC Missouri Twain Investment Fund 75, LLC Missouri uCity Academic Owner, LLC Delaware uCity Square One JV, LLC Delaware uCity Square One Owner, LLC (fka uCity Square One BuildingCondo, LLC) Delaware uCity Square One REIT, LLC Delaware Valley Manor Propco, LLC Delaware VAOC Newport Plaza, LP (fka JSL Blossom Grove, LP) Delaware VAOC Patrician, LP (fka JSL Caleo Bay, LP) Delaware VB Ballwin SH, LLC Delaware VB Opco Holdings, LLC Delaware VB Propco Holdings, LLC Delaware VCC Healthcare Fund, LLC (f/k/a Ventas Healthcare Capital, LLC,f/k/a Ventas Sun LLC) Delaware Ventas AH Granbury, LLC Delaware Ventas AH Midwest, LLC Delaware Ventas AH Mustang, LLC Delaware Ventas AH Norman, LLC Delaware Ventas AH Reminisce, LLC Delaware Ventas AH Rockwall, LLC Delaware Ventas AH Temple, LLC Delaware Ventas AH Weatherford, LLC Delaware Ventas Amberleigh Opco, LLC Delaware Ventas Amberleigh, LLC Delaware Ventas AOC Operating Holdings I, Inc. (f/k/a Ventas AOC OperatingHoldings, Inc.) Delaware Ventas AOC Operating Holdings, LLC Delaware Ventas Arlington, LLC Delaware Ventas Bear Canyon Opco, LLC Delaware Ventas Bear Canyon, LLC Delaware Ventas Beckley, LLC Delaware Ventas Birch Heights Opco, LLC Delaware Ventas Birch Heights, LLC Delaware Ventas Bishop Place, LLC Delaware Ventas Bonaventure GP, LLC Delaware Ventas Bonaventure Opco, LP Delaware Ventas Bonaventure, LP Delaware Ventas Broadway MOB, LLC Delaware Ventas CA GP Holdings I, LLC Delaware Ventas Caley Ridge Holding, LLC Delaware Ventas Caley Ridge, LLC Delaware Ventas Canada Finance Limited (f/k/a 3280986 Nova Scotia Limited) Nova Scotia 38
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Ventas Canada Retirement I GP ULC (f/k/a Holiday CanadaRetirement I GP ULC) Nova Scotia Ventas Canada Retirement I LP (f/k/a Holiday Canada Retirement ILP) Ontario Ventas Canada Retirement II GP ULC (f/k/a Holiday CanadaRetirement II GP ULC) Nova Scotia Ventas Canada Retirement II LP (f/k/a Holiday Canada Retirement IILP) Ontario Ventas Canada Retirement III GP ULC (f/k/a Holiday CanadaRetirement III GP ULC) Nova Scotia Ventas Canada Retirement III LP (f/k/a Holiday Canada RetirementIII LP) Ontario Ventas Capital Corporation Delaware Ventas Carlisle, LLC Delaware Ventas Carroll MOB, LLC Delaware Ventas Cascade Valley, LLC Delaware Ventas Copperfield Estates Opco, LLC Delaware Ventas Copperfield Estates, LLC Delaware Ventas Crown Pointe Opco, LLC Delaware Ventas Crown Pointe, LLC Delaware Ventas CS, LLC (f/ka TH Merger Company, LLC) Delaware Ventas CW Finance, LLC Delaware Ventas Dasco MOB Holdings, LLC Delaware Ventas Devonshire (Lenox) Opco, LLC Delaware Ventas Devonshire (Lenox), LLC Delaware Ventas East Lansing Opco, LLC Delaware Ventas East Lansing, LLC Delaware Ventas Edgewood Opco, LLC Delaware Ventas Edgewood, LLC (f/k/a Ventas Paradise Valley, LLC) Delaware Ventas EH Holdings, LLC (f/k/a Ventas Cal Sun LLC) Delaware Ventas Euro Finance, LLC Delaware Ventas Fairwood, LLC Delaware Ventas Finance Holdings I, LLC Delaware Ventas Flagstone, LLC Delaware Ventas Forest Pines Opco, LLC Delaware Ventas Forest Pines, LLC Delaware Ventas Framingham, LLC Delaware Ventas Garden Square of Casper, LLC Delaware Ventas GM GP Limited Delaware Ventas GM Holdings Limited Delaware Ventas Grantor Trust #1 Delaware Ventas Grantor Trust #2 Delaware Ventas Hartland Hills Opco, LLC Delaware Ventas Hartland Hills, LLC (f/k/a Ventas Millcreek, LLC) Delaware Ventas Healthcare Properties, Inc. Delaware Ventas Healthcare Realty, LLC Delaware Ventas Highland Estates Opco, LLC Delaware Ventas Highland Estates, LLC Delaware 39
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Ventas Highland Trail Opco, LLC Delaware Ventas Highland Trail, LLC Delaware Ventas HOL Holdings, LLC Delaware Ventas JCM Holdings, Inc. Delaware Ventas Kittery Estates Opco, LLC Delaware Ventas Kittery Estates, LLC Delaware Ventas Lafayette, LLC Delaware Ventas Lakewood Estates Opco, LLC Delaware Ventas Lakewood Estates, LLC Delaware Ventas Las Palmas Opco, LLC Delaware Ventas Las Palmas, LLC Delaware Ventas LHRET, LLC Delaware Ventas Life Sciences, LLC Delaware Ventas LP Realty, L.L.C. Delaware Ventas LS LP (f/k/a BMR-Wexford LP) Delaware Ventas LS MD, LLC Delaware Ventas LS TRS, LLC Delaware Ventas Mansion at Waterford, LLC Delaware Ventas McLoughlin, LLC Delaware Ventas Meadowbrook Place, LLC Delaware Ventas Meadows Elk Grove, LP Delaware Ventas Mezz Finance Leesburg, LLC Delaware Ventas Mezz Lender, LLC Delaware Ventas MOB Holdings II, LLC Delaware Ventas MOB Holdings, LLC Delaware Ventas MS Holdings, LLC Delaware Ventas MS, LLC Delaware Ventas Naples, LLC Delaware Ventas Nexcore Holdings, LLC Delaware Ventas NSG Finance, LLC Delaware Ventas NV GP LLC Delaware Ventas Oak Terrace Opco GP, LLC Delaware Ventas Oak Terrace, LP Delaware Ventas of Blackpool Limited Jersey Ventas of Farnham Limited Jersey Ventas of Hull Limited Jersey Ventas of Vancouver Limited Jersey Ventas Ontario OC, LLC Delaware Ventas Palms GP, LLC Delaware Ventas Palms Opco, LP Delaware Ventas Palms, LP Delaware Ventas Paradise Springs Opco, LLC Delaware Ventas Paradise Springs, LLC Delaware Ventas Patriot, LLC Delaware Ventas Pheasant Ridge, LLC Delaware Ventas Plano, LLC Delaware Ventas Polo Park Opco, LLC Delaware Ventas Polo Park, LLC Delaware 40
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Ventas Provident, LLC Delaware Ventas Raleigh Opco GP, LLC Delaware Ventas Raleigh Opco, LP Delaware Ventas Raleigh, LLC Delaware Ventas Realty Capital Healthcare Trust Operating Partnership, L.P.(f/k/a American Realty Capital Healthcare Trust OperatingPartnership, L.P.) Delaware Ventas Realty Capital Healthcare Trust Sub REIT, LLC (f/k/aAmerican Realty Capital Healthcare Trust Sub REIT, LLC) Delaware Ventas Realty, Limited Partnership Delaware Ventas Redwood GP, LLC Delaware Ventas Redwood Opco, LP Delaware Ventas Redwood, LP Delaware Ventas REIT US Holdings, LLC Delaware Ventas Santa Barbara Opco GP, LLC Delaware Ventas Santa Barbara Opco, LP Delaware Ventas Santa Barbara, LLC Delaware Ventas SH Holdings I, LLC Delaware Ventas Shasta Estates GP, LLC Delaware Ventas Shasta Estates Opco, LP Delaware Ventas Shasta Estates, LP Delaware Ventas Sierra Ridge Opco GP, LLC Delaware Ventas Sierra Ridge, LP Delaware Ventas Skyline Place Opco GP, LLC Delaware Ventas Skyline Place, LP Delaware Ventas SL Holdings II, LLC Delaware Ventas SL I, LLC Delaware Ventas SL II, LLC Delaware Ventas SL III, LLC Delaware Ventas Springs Holdings, LLC Delaware Ventas Springs JV, LLC Delaware Ventas SSL Beacon Hill, Inc. Ontario, Canada Ventas SSL Holdings Finance, LLC Delaware Ventas SSL Holdings, Inc. Delaware Ventas SSL Holdings, LLC Delaware Ventas SSL Lynn Valley, Inc. Ontario, Canada Ventas SSL Ontario II, Inc. Ontario, Canada Ventas SSL Ontario IV, Inc. Ontario, Canada Ventas SSL Vancouver, Inc. Ontario, Canada Ventas SSL, Inc. Delaware Ventas Sugar Valley (f/k/a Ventas Tucson, LLC) Delaware Ventas Sugar Valley Manager, LLC Delaware Ventas Sugar Valley Opco, LLC Delaware Ventas Tanasbourne, LLC Delaware Ventas The Meadows Opco GP, LLC Delaware Ventas Tributary, LLC Delaware Ventas Trinity Finance, LP (f/k/a Ventas BKD Finance, LLC, f/k/aVentas Mustang Finance, LLC) Delaware 41
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Ventas TRS, LLC Delaware Ventas UK Finance, Inc. Delaware Ventas UK Holdings I Limited Jersey Ventas UK I, LLC Delaware Ventas UK II, LLC Delaware Ventas UK Opco Holdings Limited United Kingdom Ventas UK Opco Limited United Kingdom Ventas UK Real Estate Limited United Kingdom Ventas Valencia GP, LLC Delaware Ventas Valencia Opco, LP Delaware Ventas Valencia, LP Delaware Ventas Ventures, LLC Delaware Ventas West Shore Opco, LLC Delaware Ventas West Shores, LLC Delaware Ventas Weston, LLC Delaware Ventas Whispering Chase Opco, LLC Delaware Ventas Whispering Chase, LLC (f/k/a Ventas Peoria, LLC) Delaware Ventas White Bear Opco, LLC Delaware Ventas White Bear, LLC Delaware Ventas White Oaks Opco, LLC Delaware Ventas White Oaks, LLC Delaware Ventas Whitehall Estates, LLC Delaware Ventas Whitley Place Opco, LLC Delaware Ventas Whitley Place, LLC Delaware Ventas Willow Gardens Opco, LLC Delaware Ventas Willow Gardens, LLC Delaware Ventas Willow Grove GP, LLC Delaware Ventas Willow Grove Opco, LP Delaware Ventas Willow Grove, LP Delaware Ventas Woods at Canco Opco, LLC Delaware Ventas Woods at Canco, LLC Delaware Ventas, Inc. Delaware Venture Principal, LLC Delaware Venture Sub NC Holdco II, Inc. Delaware Venture Sub NC Holdco, Inc. Delaware Venture Sub, LLC Delaware Verdugo Management, LLC California Verdugo MOB, LP California Vernon Hills ACC, LLC Delaware Victoria Court Realty, LLC Maine Victorian Retirement Group II Ltd. British Columbia Victorian Retirement Group III Ltd. British Columbia Victorian Retirement Group Ltd. British Columbia VLSHRE Chantilly Holdco, LLC (f/k/a VTR Adelaide, LLC) Delaware VLSHRE Fund GP, LLC Delaware VLSHRE Fund Holdings, LLC Delaware 42
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VLSHRE Parallel Fund REIT, LLC Delaware VLSHRE Parallel Fund, L.P. Delaware VMSJ TRS, LLC Delaware VOP 52nd Ave Kenosha, LLC Delaware VOP Acacia Springs, LLC Delaware VOP Alder Bay GP, LLC Delaware VOP Alder Bay, LP Delaware VOP Alexis Wimberley, LLC Delaware VOP Amber Creek MC, LLC Delaware VOP Anaheim GP, LLC Delaware VOP Anaheim, LP Delaware VOP Anthem Lakes Delaware VOP Arabella Kilgore, LLC Delaware VOP Arabella Red Oak, LLC Delaware VOP Arbor Rose, LLC Delaware VOP Arbor, LLC Delaware VOP Arbors Gulf Breeze, LLC Delaware VOP Ariel, LLC Delaware VOP Arrowhead Lodge, LLC Delaware VOP Auburn, LLC Delaware VOP Avenues Fort Bend, LLC Delaware VOP AVM Holdco, LLC Delaware VOP AVT Covington, LLC Delaware VOP AVT Flower Mound, LLC Delaware VOP AVT Lafayette, LLC Delaware VOP AVT Towne Lake, LLC Delaware VOP AVT Vision Park, LLC Delaware VOP Barberton Pointe, LLC Delaware VOP Bartlesville, LLC Delaware VOP BDWY CVW, LLC Delaware VOP Beaver Dam, LLC Delaware VOP Beloit, LLC Delaware VOP Berry Park, LLC Delaware VOP Bethany, LLC Delaware VOP Bishop Place, LLC Delaware VOP Bonita, LLC Delaware VOP Brooks, LLC Delaware VOP BRTL Bethpage, LLC Delaware VOP BRTL Holtsville, LLC Delaware VOP BRTL Jericho & ENCR, LLC Delaware VOP BRTL Mount Sinai, LLC Delaware VOP BRTL West Babylon, LLC Delaware VOP BSL Framingham, LLC Delaware VOP BSL Marlboro, LLC Delaware VOP Caley Ridge, LLC Delaware VOP Cambridge, LLC Delaware VOP Camellia Deerwood, LLC Delaware VOP Canterbury Gardens, LLC Delaware 43
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VOP Canterbury Inn, LLC Delaware VOP Canyon Creek, LLC Delaware VOP Cascade Inn, LLC Delaware VOP Cascade Valley, LLC Delaware VOP Cedarbrook Estates, LLC Delaware VOP Cedarbrook Place, LLC Delaware VOP Cedarbrook, LLC Delaware VOP Chateau Gardens, LLC Delaware VOP Chico CA GP, LLC Delaware VOP Chico, LP Delaware VOP CHTR Augusta, LLC Delaware VOP Clear Fork Willow Park, LLC Delaware VOP Clinton, LLC Delaware VOP Collier Park Beaumont, LLC Delaware VOP Copper Creek Inn MC, LLC Delaware VOP Country Club La Cholla, LLC Delaware VOP Cudahy, LLC Delaware VOP Cumming, LLC Delaware VOP Deerfield, LLC Delaware VOP Delaware Plaza, LLC Delaware VOP Derian Lodge, LLC Delaware VOP Derian Place, LLC Delaware VOP Des Plaines, LLC Delaware VOP Dirigo Pines, LLC Delaware VOP DL Holdco, LLC Delaware VOP Double Creek, LLC Delaware VOP Dover, LLC Delaware VOP DSC Brookfield, LLC Delaware VOP DSC North Shore, LLC Delaware VOP DSC Orland Park, LLC Delaware VOP Duluth Heights Lodge, LLC Delaware VOP Eau Claire II, LLC Delaware VOP Eden Prairie, LLC Delaware VOP Edina, LLC Delaware VOP Elk Creek, LLC Delaware VOP Encino Commons, LLC Delaware VOP Ennis, LLC Delaware VOP Falls Run, LLC Delaware VOP Farmington, LLC Delaware VOP Fitchburg, LLC Delaware VOP Flagstone, LLC Delaware VOP Flower Mound, LLC Delaware VOP Forsyth House, LLC Delaware VOP FP Holdco, LLC Delaware VOP Fremont, LLC Delaware VOP Ft. Myers, LLC Delaware VOP Garden Square of Casper, LLC Delaware VOP Gentry Park, LLC Delaware 44
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VOP Gorham, LLC Delaware VOP Grand Junction, LLC Delaware VOP Grand, LLC Delaware VOP Grandivew, LLC Delaware VOP Greeley, LLC Delaware VOP Green Valley, LLC Delaware VOP Gresham Pointe, LLC Delaware VOP Grove Pointe, LLC Delaware VOP Hampton & Ashley Inn, LLC Delaware VOP Hampton at Salmon Creek, LLC Delaware VOP Hamptons, LLC Delaware VOP Harvest Aledo, LLC Delaware VOP Harvest Roanoke, LLC Delaware VOP Haslett Pointe, LLC Delaware VOP Hay Creek Lodge, LLC Delaware VOP HB Chatham Opco, LLC Delaware VOP HB Effingham Opco, LLC Delaware VOP HB Herrin Opco, LLC Delaware VOP HB Marshall Opco, LLC Delaware VOP HB Newton Opco, LLC Delaware VOP HB Shelbyville Opco, LLC Delaware VOP HC of Branford, LLC Delaware VOP HC of Madison, LLC Delaware VOP HC Plano, LLC Delaware VOP HC Riverwalk, LLC Delaware VOP HC Southlake, LLC Delaware VOP HC Wilmington, LLC Delaware VOP Hillsboro, LLC Delaware VOP Hoffman Estates, LLC Delaware VOP Hollingsworth, LLC (f/k/a VOP The Oaks, LLC) Delaware VOP Hunter’s Creek, LLC Delaware VOP Inspirations Pahrump, LLC Delaware VOP Jefferson, LLC Delaware VOP Jensen Beach, LLC Delaware VOP Kenosha, LLC Delaware VOP Lake Havasu City, LLC Delaware VOP Lake Shore Drive, LLC Delaware VOP Lancaster CA GP, LLC Delaware VOP Lancaster, LP Delaware VOP Landing PCB, LLC Delaware VOP Legacy Oaks Azle, LLC Delaware VOP Legacy Oaks Midlothian, LLC Delaware VOP Lisle SNF, LLC Delaware VOP Lisle, LLC Delaware VOP Madison House, LLC Delaware VOP Magnolia House, LLC Delaware VOP Mangrove Bay, LLC Delaware VOP Manitowoc, LLC Delaware 45
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VOP Mankato Lodge, LLC Delaware VOP Mansion at Waterford, LLC Delaware VOP Marysville CA GP, LLC Delaware VOP Marysville, LP Delaware VOP Mattison Crossing, LLC Delaware VOP McLoughlin Place, LLC Delaware VOP Meadowbrook Place, LLC Delaware VOP Meadowlands Opco, LLC Delaware VOP Mesa, LLC Delaware VOP MGS Bridgewater, LLC Delaware VOP MGS East Louisville, LLC Delaware VOP MGS Florence, LLC Delaware VOP MGS Lexington, LLC Delaware VOP MGS Louisville, LLC Delaware VOP MGS Loveland, LLC Delaware VOP MGS Southpointe, LLC Delaware VOP Midtowne Midlothian, LLC Delaware VOP Minot, LLC Delaware VOP Mira Loma, LLC Delaware VOP Monroe, LLC Delaware VOP Mountain Ridge, LLC Delaware VOP MRN Westgate, LLC Delaware VOP Necanicum, LLC Delaware VOP Newberg, LLC Delaware VOP North Oaks, LLC Delaware VOP Northbrook, LLC Delaware VOP Northgate Park, LLC Delaware VOP Northville Pointe, LLC Delaware VOP Oak Ridge, LLC Delaware VOP Oak Terrace, LP Delaware VOP Ocala, LLC Delaware VOP Oconomowoc, LLC Delaware VOP Orchard Grove, LLC (f/k/a VOP River Oaks, LLC) Delaware VOP Oroville CA GP, LLC Delaware VOP Oroville, LP Delaware VOP Oshkosh, LLC Delaware VOP Park at Onion Creek, LLC Delaware VOP Peninsula Opco, LLC Delaware VOP Peoria, LLC Delaware VOP Pheasant Ridge, LLC Delaware VOP Phoenix, LLC Delaware VOP Pinehurst, LLC Delaware VOP Pittsford, LLC Delaware VOP Plymouth, LLC Delaware VOP Ponderosa Lodge, LLC Delaware VOP Poughkeepsie, LLC Delaware VOP PRLC Richmond, LLC Delaware 46
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VOP Pueblo, LLC Delaware VOP Quincy, LLC Delaware VOP Ranch Estates Scottsdale, LLC Delaware VOP Reagan Park, LLC Delaware VOP Redwood City GP, LLC Delaware VOP Redwood City, LP Delaware VOP Richmond PL, LLC (f/k/a VOP Seagrass Fleming, LLC) Delaware VOP Ridglea, LLC Delaware VOP Rochester NY, LLC Delaware VOP Rock Creek MC, LLC Delaware VOP Sabal House, LLC Delaware VOP Salem VA, LLC Delaware VOP San Jose GP, LLC Delaware VOP San Jose, LP Delaware VOP San Marcos GP, LLC Delaware VOP San Marcos, LP Delaware VOP Sandy, LLC Delaware VOP Santa Fe, LLC Delaware VOP Sedgwick Plaza, LLC Delaware VOP SG Fleming, LLC Delaware VOP Sheboygan, LLC Delaware VOP Sherwood, LLC Delaware VOP Sierra Ridge, LP Delaware VOP Sierra Vista, LLC Delaware VOP Skyline Place, LP Delaware VOP SLS Holdco, LLC Delaware VOP Solana at the Park, LLC Delaware VOP Solana, LLC Delaware VOP Somerset, LLC Delaware VOP Sonata Boca Raton, LLC Delaware VOP Sonata Vero Beach, LLC Delaware VOP South Grove Lodge, LLC Delaware VOP Spokane, LLC Delaware VOP Spring Creek Inn, LLC Delaware VOP Springs Ranch MC, LLC Delaware VOP St. Helens, LLC Delaware VOP St. James Opco, LLC Delaware VOP Stanley House, LLC Delaware VOP Sterling Commons, LLC Delaware VOP Sterling Inn, LLC Delaware VOP StoneCreek Copperfield, LLC Delaware VOP StoneCreek Flying Horse, LLC Delaware VOP StoneCreek Littleton, LLC Delaware VOP StoneCreek North Richland Hills, LLC Delaware VOP Stoughton, LLC Delaware VOP Strafford, LLC Delaware VOP Sudley, LLC Delaware 47
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VOP Suzanne Elise, LLC Delaware VOP Tavares, LLC Delaware VOP TB at Waco, LLC Delaware VOP Tech Ridge, LLC Delaware VOP The Highlands, LLC Delaware VOP The Meadows, LP Delaware VOP The Palms Sun City, LLC Delaware VOP The Vistas GP, LLC Delaware VOP The Vistas, LP Delaware VOP Thunderbird, LLC Delaware VOP Town Village Sterling Heights, LLC Delaware VOP Tracy GP, LLC Delaware VOP Tracy, LP Delaware VOP Twin Falls, LLC Delaware VOP Twin Rivers, LLC Delaware VOP Victory Station, LLC Delaware VOP Viera, LLC (f/k/a VOP The Groves, LLC) Delaware VOP Villa de San Antonio, LLC Delaware VOP Visalia CA GP, LLC Delaware VOP Visalia, LP Delaware VOP Vista Grande, LLC Delaware VOP Wausau, LLC Delaware VOP West Windsor, LLC Delaware VOP Western Hills, LLC Delaware VOP Whitby Pointe, LLC Delaware VOP Willows Easley, LLC Delaware VOP Winter Haven Memory, LLC Delaware VOP Winter Haven, LLC Delaware VOP WPB, LLC Delaware VOP York Harbor, LLC Delaware VOP Zephyrhills, LLC Delaware VP Garden City Opco, LLC Delaware VP Garden City Propco, LLC Delaware VP Holdingco, LLC Delaware VP Rock Hill Opco, LLC Delaware VP Rock Hill Propco, LLC Delaware VSCRE Holdings, LLC Delaware VSL GP II, LLC (fka VTR JSL GP II, LLC) Delaware VSL GP, LLC (fka VTR JSL GP, LLC) Delaware VSL Holdings II, LLC (fka Ventas JSL Holdings, LLC) Delaware VSL Holdings, LLC (fka Ventas JSL Property Holdings, LLC) Delaware VSL Newport Plaza, LP (fka VTR Blossom Grove, LP) Delaware VSL Patrician GP, LLC Delaware VSL Patrician, LP (fka VTR Caleo Bay, LP) Delaware VTCC Carroll MOB, LLC Delaware VTR 3440 Market, LLC Delaware VTR Acacia Springs, LLC Delaware 48
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VTR Alexis Wimberley, LLC Delaware VTR Alpharetta, LLC Delaware VTR Amber Creek MC, LLC Delaware VTR AMS Bondco, LLC Delaware VTR AMS, Inc. (f/k/a Ardent Medical Services, Inc.) Delaware VTR Anderson, LLC Delaware VTR Anthem Lakes, LLC Delaware VTR Arabella Kilgore, LLC Delaware VTR Arabella Red Oak, LLC Delaware VTR Arboretum, LLC Delaware VTR Arbors Gulf Breeze, LLC Delaware VTR Ardsley, LLC Delaware VTR Ariel, LLC Delaware VTR Ascension SV, LLC Delaware VTR Ashley Inn, LLC Delaware VTR Assisted Living, Inc. Delaware VTR Assisted Living, Virginia Beach, LLC Delaware VTR Athens Cancer, LLC Delaware VTR Atrium Belleville Owner, LLC Delaware VTR Avenues Fort Bend, LLC Delaware VTR Avista MOB, LLC Delaware VTR AVT Covington, LLC Delaware VTR AVT Flower Mound, LLC Delaware VTR AVT Holdings, LLC Delaware VTR AVT Lafayette, LLC Delaware VTR AVT Towne Lake, LLC Delaware VTR AVT Vision Park, LLC Delaware VTR Bailey Holdco, LLC Delaware VTR Bailey MC, LLC Delaware VTR Ballwin, LLC Delaware VTR Baptist SA, LLC Delaware VTR Barberton Pointe, LLC Delaware VTR Barrington POB Holdings, LLC Delaware VTR Bartlesville, LLC Delaware VTR Bartlett, LLC Delaware VTR Bay Spring, LLC Delaware VTR Bayshore, LLC Delaware VTR BDWY CVW, LLC Delaware VTR Beaver Dam, LLC Delaware VTR Bethlehem, LLC Delaware VTR Bonita, LLC Delaware VTR Brentwood, LLC Delaware VTR Briarcliff Manor, LLC Delaware VTR Bristol, LLC Delaware VTR Brooks, LLC Delaware VTR BRTL Bethpage, LLC Delaware VTR BRTL Holtsville, LLC Delaware VTR BRTL Jericho & ENCR, LLC Delaware 49
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VTR BRTL Mount Sinai, LLC Delaware VTR BRTL West Babylon, LLC Delaware VTR BSL Framingham, LLC Delaware VTR BSL Marlboro, LLC Delaware VTR Building 60 Holdco, LLC Delaware VTR Building 90 Holdco, LLC Delaware VTR Burlingame, LP California VTR CA GP II, LLC Delaware VTR CAGP, LLC Delaware VTR Cambridge, LLC Delaware VTR Camellia Deerwood, LLC Delaware VTR Campana Del Rio, LLC Delaware VTR Canterbury Park, LLC Delaware VTR Canyon Creek, LLC Delaware VTR Canyon Springs, LLC Delaware VTR Carmichael Oaks Land, LLC Delaware VTR Carmichael Oaks, LP Delaware VTR Cedarbook Estates, LLC Delaware VTR Cedarbrook Place, LLC Delaware VTR Cedarbrook, LLC Delaware VTR Center City, LLC Delaware VTR Chandler Villas GP, LLC Delaware VTR Chandler Villas, LP California VTR Chicago 93rd Street POB, LLC Delaware VTR Chico Assisted Living, LP Delaware VTR Clear Fork Willow Park, LLC Delaware VTR CO GP, LLC Delaware VTR Collier Park Beaumont, LLC Delaware VTR Continental Medical Bldg., LLC Delaware VTR Copper Canyon, LLC Delaware VTR Copper Creek Inn MC, LLC Delaware VTR Country Club La Cholla, LLC Delaware VTR Countrywood Parking, LLC Delaware VTR Countrywood, LP Delaware VTR Covell GP I, LLC (f/k/a VTR Covell, LLC) California VTR Covell, LLC Delaware VTR Covell, LP Delaware VTR Crown Point (Parker) MOB, LLC Delaware VTR Cudahy, LLC Delaware VTR Cumming, LLC Delaware VTR Cutter Mill, LLC Delaware VTR CW GP, LLC Delaware VTR Darien, LLC Delaware VTR Deer Valley MOB II, LLC Delaware VTR Deer Valley MOB III, LLC Delaware VTR Deer Valley Parking, LLC Delaware VTR Deerfield, LLC Delaware VTR Derian Lodge, LLC Delaware 50
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VTR Desert Samaritan, LLC Delaware VTR Dirigo Pines Land, LLC Delaware VTR Dirigo Pines, LLC Delaware VTR Double Creek, LLC Delaware VTR Dover, LLC Delaware VTR Downers Grove POB Holdings, LLC Delaware VTR DSC Brookfield, LLC Delaware VTR DSC North Shore, LLC Delaware VTR DSC Orland Park, LLC Delaware VTR Durham GP, LLC Delaware VTR Durham, LP Delaware VTR East Lake PB, LLC Delaware VTR Eberle MOB, LLC Delaware VTR Eden Prairie, LLC Delaware VTR Elk Creek, LLC Delaware VTR El Rio Modesto, LLC Delaware VTR Encino Commons, LLC Delaware VTR Ennis, LLC Delaware VTR Evergreen Woods, LLC Delaware VTR Falls Run, LLC Delaware VTR Falmouth, LLC Delaware VTR First Ave, LLC Delaware VTR Fitchburg, LLC Delaware VTR FM Texas Holdings GP, LLC Delaware VTR Forest Hills, LLC Delaware VTR Forest Lake, LLC Delaware VTR Fremont, LLC Delaware VTR Ft. Myers, LLC Delaware VTR Gentry Park, LLC Delaware VTR Gilbert 2, LLC Delaware VTR Glen Cove, LLC Delaware VTR Golden Creek, Inc. Delaware VTR Grand Junction Propco, LLC Delaware VTR Grand Oaks GP, LLC Delaware VTR Grand Oaks, LP Delaware VTR Grand, LLC Delaware VTR Grandview, LLC Delaware VTR Great Neck, LLC Delaware VTR Greeley Propco, LLC Delaware VTR Green Valley Assisted Living, LLC Delaware VTR Gresham Pointe, LLC Delaware VTR Grove Pointe, LLC Delaware VTR Hamptons, LLC Delaware VTR Harper Court Phase II Member, LLC Delaware VTR Harvest Aledo, LLC Delaware VTR Harvest Roanoke, LLC Delaware VTR Haslett Pointe, LLC Delaware VTR Hazel Crest, LLC Delaware 51
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VTR HC Plano, LLC Delaware VTR HC Riverwalk, LLC Delaware VTR HC Southlake, LLC Delaware VTR HC Wilmington, LLC Delaware VTR Heart Hospital Bondco, LLC Delaware VTR Heart Hospital, LLC Delaware VTR Hearthstone East, LLC Delaware VTR Hearthstone West, LLC Delaware VTR Henderson Assisted Living, LLC Delaware VTR Hertlin House, LLC Delaware VTR Highland Crossing, LLC Kentucky VTR Hillcrest Claremore, LLC Delaware VTR Hillcrest HS Tulsa, LLC Delaware VTR Hillcrest Inn GP, LLC Delaware VTR Hillcrest Inn, LP Delaware VTR Hillcrest MC Tulsa, LLC Delaware VTR Hillsdale, LLC Delaware VTR Hillsdale, LP Delaware VTR Hoffman Estates, LLC Delaware VTR Hollingsworth, LLC (f/k/a VTR The Oaks, LLC) Delaware VTR Hudson, LLC Delaware VTR Hunter’s Creek, LLC Delaware VTR Huntington, LLC Delaware VTR II Acquisition LLC Delaware VTR III Acquisition LLC Delaware VTR Inspirations Pahrump, LLC Delaware VTR Jacksonville Medical Plaza, LLC Delaware VTR Jefferson Clinic MOB, LLC Delaware VTR Jefferson, LLC Delaware VTR Jensen Beach, LLC Delaware VTR Johnson City, LLC Delaware VTR Johnson Ferry, LLC Delaware VTR Jupiter, LLC Delaware VTR Kennebunk, LLC Delaware VTR Kenosha, LLC Delaware VTR Kew Gardens, LLC New York VTR KH LA GP, LLC Delaware VTR KH LA, LP Delaware VTR KH LVF, LLC Delaware VTR KH RC GP, LLC Delaware VTR KH RC, LP Delaware VTR KH SGV GP, LLC Delaware VTR KH SGV, LP Delaware VTR KH TPB, LLC Delaware VTR KH WNT Holdings, LLC Delaware VTR Kinghaven, LLC Delaware VTR Lake Havasu Assisted Living, LLC Delaware VTR Lake Palestine, LLC Delaware 52
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VTR Lakeland Medical, LLC Delaware VTR Lancaster Assisted Living, LP Delaware VTR Landing PCB, LLC Delaware VTR Landon Lake Highlands Owner, LLC Delaware VTR Las Posas, LP California VTR Legacy Drive, LLC (f/k/a VTR DOB III MOB, LLC) Delaware VTR Legacy Oaks Azle, LLC Delaware VTR Legacy Oaks Midlothian, LLC Delaware VTR Lisle SNF, LLC Delaware VTR Lonestar, LLC Delaware VTR Longmeadow Place, LLC Delaware VTR Lovelace MC & Rehab, LLC Delaware VTR Lovelace Roswell Bondco, LLC Delaware VTR Lovelace Roswell, LLC Delaware VTR Lovelace Westside, LLC Delaware VTR Lovelace WH Bondco, LLC Delaware VTR Lovelace WH, LLC Delaware VTR LS 115 N. 38th Street, LLC (f/k/a Wexford 115 N. 38th Street,LLC) Delaware VTR LS 225 N. 38th Street UT, LLC (f/k/a Wexford 225 N. 38thStreet UT, LLC) Delaware VTR LS 225 N. 38th Street, LLC (f/k/a Wexford 225 N. 38th Street,LLC) Delaware VTR LS 3701 Filbert Street UT, LLC (f/k/a Wexford 3701 FilbertStreet UT, LLC) Delaware VTR LS 3701 Filbert Street, LLC (f/k/a Wexford 3701 Filbert Street,LLC) Delaware VTR LS 4220 Duncan, LLC Delaware VTR LS 4300 Duncan, LLC Delaware VTR LS 4320 Forest Park, LLC (f/k/a Wexford 4320 Forest Park,LLC) Delaware VTR LS 5051 Centre P1 Holdings, LLC Delaware VTR LS 75 N. 38th Street, LLC Delaware VTR LS Bailey Developer, LLC (f/k/a Wexford Bailey Developer,LLC) Delaware VTR LS Baltimore Garage, LLC (f/k/a Wexford Baltimore Garage,LLC) Maryland VTR LS Baltimore-Poppleton, LLC (f/k/a Wexford Baltimore-Poppleton, LLC) Maryland VTR LS BioPark Land Acquisition I, LLC (f/k/a Wexford BioParkLand Acquisition I, LLC) Maryland VTR LS BSP Funding, LLC (f/k/a Wexford BSP Funding, LLC) Maryland VTR LS BSP Partners, LLC (f/k/a Wexford BSP Partners, LLC) Maryland VTR LS Building 60 Developer, LLC (f/k/a Wexford Building 60Developer, LLC) Delaware VTR LS Building 90 Developer, LLC (f/k/a Wexford Building 90Developer, LLC) Delaware VTR LS Building 91 Developer, LLC (f/k/a Wexford Building 91Developer, LLC) Delaware 53
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VTR LS Building 91 Manager, LLC (f/k/a Wexford Building 91Manager, LLC) Delaware VTR LS Chesterfield Developer, LLC (f/k/a Wexford ChesterfieldDeveloper, LLC) Delaware VTR LS Chesterfield Parking, LLC (f/k/a Wexford ChesterfieldParking, LLC) Delaware VTR LS CTI GP, LLC Delaware VTR LS CTI, LP Delaware VTR LS Danforth, LLC (f/k/a Wexford Danforth, LLC) Delaware VTR LS Development, LLC (f/k/a Wexford Development, LLC) Maryland VTR LS Finance, LLC (f/k/a Wexford Finance, LLC) Maryland VTR LS Heritage Development, LLC (f/k/a Wexford HeritageDevelopment, LLC) Delaware VTR LS Heritage Manager, LLC (f/k/a Wexford Heritage Manager,LLC) Delaware VTR LS Hershey Holdings One, LLC (f/k/a Wexford HersheyHoldings One, LLC) Delaware VTR LS Hershey Holdings Two, LLC (f/k/a Wexford HersheyHoldings Two, LLC) Delaware VTR LS Hershey, LLC (f/k/a Wexford Hershey, LLC) Delaware VTR LS KSC GP, LLC Delaware VTR LS KSC, LP Delaware VTR LS Management, LLC (f/k/a Wexford Management, LLC) Delaware VTR LS Maryland BioPark 3, LLC (f/k/a Wexford MarylandBioPark 3, LLC) Delaware VTR LS Maryland BioPark One, LLC (f/k/a Wexford MarylandBioPark One, LLC) Delaware VTR LS Miami Property Acquisitions, LLC (f/k/a Wexford MiamiProperty Acquisitions, LLC) Delaware VTR LS Realty Holdings II, Inc. (f/k/a BioMed Realty Holdings II,Inc.) Maryland VTR LS Science Center 2, LLC (f/k/a Wexford Science Center 2,LLC) Maryland VTR LS Tech Park, LLC Delaware VTR LS University City HS, LLC (f/k/a Wexford University CityHS, LLC) Delaware VTR LS-George Member LLC (f/k/a BMR-George Member LLC) Delaware VTR LS-UCSC II GP, LLC (f/k/a Wexford-UCSC II GP, LLC) Delaware VTR Lynbrook, LLC Delaware VTR Madison House, LLC Delaware VTR Management Services Jefferson, LLC (f/k/a LillibridgeFacilities Development, Inc.) Delaware VTR Manresa Business Trust Maryland VTR Manresa, LLC Delaware VTR Marland Place II, LLC Delaware VTR Marland Place III, LLC Delaware VTR Marland Place, LLC Delaware VTR Marysville Assisted Living, LP Delaware VTR Mattison Crossing, LLC Delaware 54
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VTR Medical Plaza I Athens, LLC Delaware VTR Medical Plaza II Athens, LLC Delaware VTR Medina Pointe, LLC Delaware VTR Merrywood, LLC Delaware VTR Mezz Guarantee LLC Delaware VTR Mezz II, LLC Delaware VTR Mezz III, LLC Delaware VTR Mezz LLC Delaware VTR MGS Bridgewater, LLC Delaware VTR MGS East Louisville, LLC Delaware VTR MGS Florence, LLC Delaware VTR MGS Lexington, LLC Delaware VTR MGS Louisville, LLC Delaware VTR MGS Loveland, LLC Delaware VTR MGS Southpointe, LLC Delaware VTR Midtowne Midlothian, LLC Delaware VTR Montego Heights, LP California VTR MRN Westgate, LLC Delaware VTR Mulvane Medical Plaza, LLC Delaware VTR Murfreesboro, LLC Delaware VTR Nevada Assisted Living, LLC Delaware VTR Newburgh, LLC Delaware VTR North Oaks, LLC Delaware VTR Northbrook, LLC Delaware VTR Northeast Holdings, LLC Delaware VTR Northgate Park, LLC Delaware VTR Northport Development, LLC New York VTR Northville Pointe, LLC Delaware VTR Oak Knoll Land, LLC Delaware VTR Oak Knoll, LP Delaware VTR Oak Lawn POB, LLC Delaware VTR Oak Ridge, LLC Delaware VTR Ocala, LLC Delaware VTR OCE Indy, LLC Delaware VTR Olympic Plaza, LLC Delaware VTR Orchard Grove, LLC (f/k/a VTR River Oaks, LLC) Delaware VTR Oroville Assisted Living, LP Delaware VTR Palm Desert, LLC Delaware VTR Palm Desert, LP Delaware VTR Papago Medical Park, LLC Delaware VTR Park at Copper Creek, LLC Delaware VTR Park at Modesto, LLC Delaware VTR Park at Onion Creek, LLC Delaware VTR Park at Surprise, LLC Delaware VTR Parkrose Estates Owner, LLC Delaware VTR PCM, LLC Delaware VTR Pearl Holdco, LLC Delaware 55
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VTR Peoria, LLC Delaware VTR Phoenix, LLC Delaware VTR Pinehurst, LLC Delaware VTR Pittsford, LLC Delaware VTR Plainview, LLC Delaware VTR Plano, LLC Delaware VTR Plymouth, LLC Delaware VTR Poughkeepsie, LLC Delaware VTR PRLC Richmond, LLC Delaware VTR Property Holdings Carrollton GP, LLC Delaware VTR Property Holdings Carrollton, LP Texas VTR Property Holdings Copeland, LLC Delaware VTR Property Holdings Grapevine, LP Texas VTR Property Holdings Richardson, LLC Delaware VTR Property Holdings Westchase GP, LLC Delaware VTR Property Holdings Westchase, LP Texas VTR Property Sectors, LLC (fka Ventas Senior Housing, LLC) Delaware VTR Pueblo, LLC Delaware VTR Quail Ridge, LP Delaware VTR R&I Procurement Holdings Member, LLC Delaware VTR R&I Procurement Holdings, LLC Delaware VTR Raleigh GP, LLC Delaware VTR Raleigh, LLC Delaware VTR Raleigh, LP Delaware VTR Ranch Estates Scottsdale, LLC Delaware VTR Rancho Mirage Propco, LP Delaware VTR Reagan Park, LLC Delaware VTR Retirement and Assisted Living Briarcliff, LLC Delaware VTR Richland Hills, LLC Delaware VTR Richmond PL, LLC (f/k/a VTR Seagrass Fleming, LLC) Delaware VTR Ridge Oregon City Propco, LLC Delaware VTR Ridglea, LLC Delaware VTR Riverdale LLC New York VTR Rochester NY, LLC Delaware VTR Rock Creek, LLC Delaware VTR Roslyn, LLC Delaware VTR Rye Brook, LLC Delaware VTR Salem VA, LLC Delaware VTR Salisbury Business Trust Maryland VTR Salisbury, LLC Delaware VTR Salmon Creek, LLC Delaware VTR San Felipe Propco, LP Delaware VTR San Francisco MOB, LLC Delaware VTR Santa Fe, LLC Delaware VTR Science & Technology, LLC (f/k/a Wexford Science &Technology, LLC) Maryland 56
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VTR Scottsdale, LLC Delaware VTR Seaside, LLC Delaware VTR Sedgwick Plaza, LLC Delaware VTR Senior Living LLC Delaware VTR SG Fleming, LLC Delaware VTR SGRS PCB, LLC Delaware VTR SH Mangrove Bay, LLC Delaware VTR Shallowford, LLC Delaware VTR SHI Conveyance, LLC Delaware VTR SHI TRS, LLC Delaware VTR SHI Venture, LLC Delaware VTR Shorehaven Owner, LLC Delaware VTR Sierra Vista Assisted Living, LLC Delaware VTR Solana at the Park, LLC Delaware VTR Solana, LLC Delaware VTR Somerset, LLC Delaware VTR Sonata Boca Raton, LLC Delaware VTR Sonata Vero Beach, LLC Delaware VTR South Ogden, LLC Delaware VTR SouthCreek, LLC Delaware VTR Spring Creek Inn, LLC Delaware VTR Springs Ranch IL, LLC Delaware VTR Springs Ranch MC, LLC Delaware VTR SQ Holdings Corp. Delaware VTR SQ Interim Corp. Delaware VTR SQ, LLC Delaware VTR SRM Holdco, LLC Delaware VTR Stamford, LLC Delaware VTR StoneCreek Copperfield, LLC Delaware VTR StoneCreek Flying Horse, LLC Delaware VTR StoneCreek Littleton, LLC Delaware VTR StoneCreek North Richland Hills, LLC Delaware VTR Stratford, LLC Connecticut VTR Sudley, LLC Delaware VTR Summit Hills, LLC Delaware VTR Sunlake, LLC Delaware VTR Sunnyvale, LP California VTR Sutter Roseville, LLC Delaware VTR Sutton Terrace, LLC Delaware VTR Swap II LLC Delaware VTR Swap LLC Delaware VTR Tanglewood, LLC Delaware VTR Tarzana GP, LLC Delaware VTR Tarzana, LLC Delaware VTR Tarzana, LP Delaware VTR Tavares, LLC Delaware VTR TB at Waco, LLC Delaware VTR Tech Ridge, LLC Delaware 57
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VTR Temecula GP, LLC Delaware VTR Temecula Land, LLC Delaware VTR Temecula, LP Delaware VTR Texas Holdings GP II, LLC Delaware VTR Texas Holdings GP, LLC Delaware VTR Texas Holdings II, LP Texas VTR Texas Holdings, LP Texas VTR The Highlands, LLC Delaware VTR The Palms Sun City, LLC Delaware VTR Thunderbird, LLC Delaware VTR Thunderbird Paseo Medical Plaza, LLC Delaware VTR Tinton Falls Corp. New Jersey VTR Town Village Audubon Park Owner, LLC Delaware VTR Town Village Sterling Heights, LLC Delaware VTR Town Village Tulsa Owner, LLC Delaware VTR Town Village Vestavia Hills Owner, LLC Delaware VTR Tracy, LLC Delaware VTR TRS Holdco, LLC Delaware VTR Tucker, LLC Delaware VTR Twin Falls, LLC Delaware VTR Twin Rivers, LLC Delaware VTR Tyler South Broadway, LLC Delaware VTR UT Health Cedar Creek, LLC Delaware VTR UT Health East HOPE, LLC Delaware VTR UT Health East Jacksonville, LLC Delaware VTR UT Health East Mineola, LLC Delaware VTR UT Health East Olympic Pittsburg, LLC Delaware VTR UT Health East Rusk, LLC Delaware VTR UT Health Rehab Olympic, LLC Delaware VTR Vacaville MOB, LLC (f/k/a VTR Barret Avenue MOB, LLC) Delaware VTR Valley View, LP California VTR Victory Station, LLC Delaware VTR Viera, LLC (f/k/a VTR The Groves, LLC) Delaware VTR Villa Campana II, LLC Delaware VTR Villa de San Antonio, LLC Delaware VTR Visalia Assisted Living, LP Delaware VTR Vista Grande, LLC Delaware VTR Vistas Longmont, LLC Delaware VTR West Windsor, LLC Delaware VTR Western Hills, LLC Delaware VTR Whitby Pointe, LLC Delaware VTR Willow Glen, LP Delaware VTR Willows Easley, LLC Delaware VTR Winter Haven, LLC Delaware VTR Zephyrhills, LLC Delaware VTRAZ Manager, LLC Delaware VTR-EMRTS Holdings, LLC Delaware 58
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VTRLTH MAB I, LLC Delaware VTRLTH MAB II, LLC Delaware VTR-UCSC 3401 JV, LLC Delaware WE George Street Holding LLC Delaware WE George Street, L.L.C. Delaware West Medical Office I, LP South Carolina West Tennessee Investors, LLC Tennessee Wexford Building 90 Investment Fund, LLC Missouri Wexford Chesterfield MT, LLC (f/k/a VTR Chesterfield Holdco,LLC) Delaware Wexford Miami Holding, LLC Delaware Wexford Miami, LLC Delaware Wexford UMB 2, LLC Maryland Wexford Winston-Salem Building 91, LLC Delaware Wexford-CV SSL Joint Venture, LLC Delaware Wexford-CV SSL Manager, LLC Delaware Wexford-SCEC 3675 Market Street JV, LLC Delaware Wexford-SCEC 3675 Market Street UT, LLC Delaware Wexford-SCEC 3675 Market Street, LLC Delaware Wexford-UCSC 3737 Joint Venture, LLC Delaware Wexford-UCSC 3737 Member, LLC Delaware Wexford-UCSC 3737, LLC Delaware Wexford-UCSC II, LP Delaware WG 86th Street SH, LLC Delaware WG Alden Place, LLC Delaware WG Alpharetta, LLC Delaware WG Aquidneck Place SH, LLC Delaware WG Arboretum, LLC Delaware WG Bay Spring SH, LLC Delaware WG Bayshore SH, LLC Delaware WG Bethlehem SH, LLC Delaware WG Briarcliff Manor SH, LLC Delaware WG Burlingame SH, LP Delaware WG Campana Del Rio SH, LLC Delaware WG Carmichael Oaks, LP Delaware WG Carrollton SH, LLC Delaware WG Center City SH, LLC Delaware WG Chandler Villas SH, LLC Delaware WG Chateau Gardens SH, LP Delaware WG Chateau San Juan SH, LP Delaware WG CO GP, LLC Delaware WG Collwood Knolls SH, LP Delaware WG Copeland SH, LLC Delaware WG Countrywood, LP Delaware WG Covell SH GP, LLC Delaware WG Covell SH, LP Delaware WG Covina SH, LP Delaware WG Cranford SH, LLC Delaware 59
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WG Crossroads Place, LLC Delaware WG Cutter Mill SH, LLC Delaware WG CW GP, LLC Delaware WG Cypresswood SH, LLC Delaware WG Daly City SH, LP Delaware WG Darien SH, LLC Delaware WG Del Rey SH GP, LP Delaware WG Del Rey SH, LP Delaware WG Del Sol SH GP, LLC Delaware WG Del Sol SH, LP Delaware WG Draper Place, LLC Delaware WG Durham GP, LLC Delaware WG Durham, LP Delaware WG East Northport SH, LLC Delaware WG El Camino Gardens SH, LP Delaware WG Encinitas SH, LP Delaware WG Evergreen Woods SH, LLC Delaware WG Falmouth SH II, LLC Delaware WG Falmouth SH, LLC Delaware WG Forest Hills SH, LLC Delaware WG Forest Lake SH, LLC Delaware WG Garden Park, LP Delaware WG Glen Cove SH, LLC Delaware WG GO GP, LLC Delaware WG Golden Creek SH, LP Delaware WG Grand Oaks, LP Delaware WG Grapevine SH, LLC Delaware WG Great Neck SH, LLC Delaware WG Greenridge Place, LLC Delaware WG Hacienda SH, LP Delaware WG Hamilton Heights Place, LLC Delaware WG Harborhill Place SH, LLC Delaware WG Hearthstone East SH, LLC Delaware WG Hearthstone West SH, LLC Delaware WG Heritage LF, LLC Delaware WG Hertlin House, LLC Delaware WG Highland Crossing SH, LLC Delaware WG Hillcrest Inn SH, LP Delaware WG Hillsdale SH, LP Delaware WG Hudson SH, LLC Delaware WG Huntington SH, LLC Delaware WG Johnson Ferry SH, LLC Delaware WG Jupiter, LLC Delaware WG Kennebunk SH, LLC Delaware WG Kew Gardens SH, LLC Delaware WG Kinghaven SH, LLC Delaware WG Kingwood SH, LLC Delaware WG Larson Place, LLC Delaware 60
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WG Las Posas SH, LP Delaware WG Lincoln Place SH, LLC Delaware WG Longmeadow Place SH, LLC Delaware WG Lynbrook SH, LLC Delaware WG Manresa SH, LLC Delaware WG Marina Place, LLC Delaware WG Marland Place SH, LLC Delaware WG Merrimack Place, LLC Delaware WG Merrywood SH, LLC Delaware WG Montego Heights SH, LP Delaware WG Newburgh SH, LLC Delaware WG Oak Knoll, LP Delaware WG Palm Desert, Inc. California WG Plainview SH, LLC Delaware WG Plano, LLC Delaware WG Quail Ridge, LP Delaware WG Raleigh, LP Delaware WG Rancho Park SH, LP Delaware WG Richardson SH, LLC Delaware WG Richland Hills, LLC Delaware WG Riverdale SH, LLC Delaware WG Roslyn, LLC Delaware WG Rye Brook SH, LLC Delaware WG Salisbury SH, LLC Delaware WG San Pablo SH, LLC Delaware WG Scottsdale, LLC Delaware WG Seville SH, LLC Delaware WG South Hills SH, LLC Delaware WG South Setauket SH, LLC Delaware WG Stamford SH, LLC Delaware WG Stratford SH, LLC Delaware WG Sugar Land SH, LLC Delaware WG Summit Hills SH, LLC Delaware WG Summit Ridge SH, LLC Delaware WG Sunlake SH, LLC Delaware WG Sunnyvale SH, LP Delaware WG Sutton Terrace SH, LLC Delaware WG Tamalpais Creek SH, LP Delaware WG Tanglewood SH, LLC Delaware WG Tarzana, LP Delaware WG Temecula, LP Delaware WG Tinton Falls SH, LLC Delaware WG Tucker, LLC Delaware WG Valley Manor SH, LLC (f/k/a VTR Valley Manor, LLC) Delaware WG Valley View SH, LP Delaware WG Villa Campana, LLC Delaware WG Virginia Beach SH, LLC Delaware 61
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WG Vistas Longmont, LLC Delaware WG Westchase SH, LLC Delaware WG Weston Place SH, LLC Delaware WG Willow Glen SH, LP Delaware WG Willow Park SH, LLC Delaware WG Woodlands SH, LLC Delaware Whitby Retirement Group II Ltd. British Columbia Whitby Retirement Group Ltd. British Columbia Woodbriar Senior Living, LLC Delaware Woodlake Realty, LLC Delaware WWMLD Limited Liability Company Wisconsin WWMLD Opco, LLC Delaware Xenia Nominee LLC Delaware Xenia Nominee LP Delaware 62
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Exhibit 22 List of Guarantors and Issuers of Guaranteed Securities As of December 31, 2025, Ventas, Inc. is the guarantor of the outstanding guaranteed debt securities of its subsidiaries, as listed below. Debt Instrument Issuer 4.125% Senior Notes due 2026 Ventas Realty, Limited Partnership 3.75% Exchangeable Senior Notes due 2026 Ventas Realty, Limited Partnership 3.25% Senior Notes due 2026 Ventas Realty, Limited Partnership 3.85% Senior Notes due 2027 Ventas Realty, Limited Partnership 2.45% Senior Notes due 2027 Series G Ventas Canada Finance Limited 4.00% Senior Notes due 2028 Ventas Realty, Limited Partnership 5.398% Senior Notes due 2028 Series I Ventas Canada Finance Limited 4.40% Senior Notes due 2029 Ventas Realty, Limited Partnership 5.10% Senior Notes due 2029 Series J Ventas Canada Finance Limited 3.00% Senior Note due 2030 Ventas Realty, Limited Partnership 4.75% Senior Note due 2030 Ventas Realty, Limited Partnership 3.30% Senior Notes due 2031 Series H Ventas Canada Finance Limited 2.50% Senior Note due 2031 Ventas Realty, Limited Partnership 5.10% Senior Note due 2032 Ventas Realty, Limited Partnership 5.625% Senior Note due 2034 Ventas Realty, Limited Partnership 5.00% Senior Notes due 2035 Ventas Realty, Limited Partnership 5.00% Senior Notes due 2036 Ventas Realty, Limited Partnership 5.70% Senior Notes due 2043 Ventas Realty, Limited Partnership 4.375% Senior Notes due 2045 Ventas Realty, Limited Partnership 4.875% Senior Notes due 2049 Ventas Realty, Limited Partnership
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Exhibit 23 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in • The Registration Statement (Form S-3 No. 333-288049) pertaining to the common stock of Ventas, Inc.; • The Registration Statement (Form S-3 No. 333-277185) pertaining to the common stock, preferred stock, depository shares, warrants, debt securities of, and guarantees of debt securities by, Ventas, Inc. and debt securities of, and guarantees of debt securities by, Ventas Realty, Limited Partnership; • The Registration Statement (Form S-8 No. 333-183121) pertaining to the Ventas, Inc. 2012 Incentive Plan; • The Registration Statement (Form S-8 No. 333-126639) pertaining to the Ventas Employee and Director Stock Purchase Plan; • The Registration Statement, as amended (Form S-8 No. 333-118944) pertaining to the Ventas Executive Deferred Stock Compensation Plan and Ventas Nonemployee Director Deferred Stock Compensation Plan; • The Registration Statement (Form S-8 No. 333-267498) pertaining to the Ventas, Inc. 2022 Incentive Plan and in the related Prospectuses of Ventas, Inc. of our reports dated February 6, 2026, with respect to the consolidated financial statements and the related notes, and financial statement schedules III and IV of Ventas, Inc. and the effectiveness of internal control over financial reporting. /s/ KPMG LLP Chicago, Illinois February 6, 2026
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Exhibit 31.1 I, Debra A. Cafaro, certify that: 1. I have reviewed this Annual Report on Form 10-K of Ventas, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report, any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 6, 2026 /s/ DEBRA A. CAFARO Debra A. Cafaro Chairman and Chief Executive Officer
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Exhibit 31.2 I, Robert F. Probst, certify that: 1. I have reviewed this Annual Report on Form 10-K of Ventas, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report, any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 6, 2026 /s/ ROBERT F. PROBST Robert F. Probst Executive Vice President and Chief Financial Officer
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Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-K of Ventas, Inc. (the "Company") for the period ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Debra A. Cafaro, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: February 6, 2026 /s/ DEBRA A. CAFARO Debra A. Cafaro Chairman and Chief Executive Officer A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
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Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-K of Ventas, Inc. (the "Company") for the period ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert F. Probst, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: February 6, 2026 /s/ ROBERT F. PROBST Robert F. Probst Executive Vice President and Chief Financial Officer A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.