Ventas VTR · USD

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 invest in senior housing communities and engage operators to operate those communities. In our OM&R segment, we primarily acquire, own, develop, lease and manage outpatient medical buildings and research centers. 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 and 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. Information provided 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. Non-segment assets consist primarily of corporate assets, including cash and cash equivalents, restricted cash, loans receivable and investments and accounts receivable. Total assets by reportable segment is not disclosed as the CODM does not review such information to evaluate business performance and allocate resources. Our CODM is the Chief Executive Officer of the Company. Our CODM evaluates performance of the combined properties in each operating segment and determines how to allocate resources to these segments, based on NOI for each segment. Our CODM uses NOI to assess the performance of each segment and to allocate resources (including employees and financial or capital resources) primarily during the quarterly or annual business review and annual budget and forecasting process. We define NOI as total revenues, less interest and other income, property-level operating expenses 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 no intersegment sales or transfers.

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 with our business. In certain circumstances, regardless of whether we are a named party in a lawsuit, investigation, claim or other legal or regulatory proceeding, we may be contractually obligated to indemnify, defend and hold harmless our managers, tenants and borrowers or other third parties against, or may otherwise be responsible for, such actions, proceedings or claims. These claims may include, among other things, professional liability and general liability claims, commercial liability claims, unfair business practices claims and employment claims, as well as regulatory proceedings and government investigations, including proceedings related to our senior housing operating portfolio, where we are typically the holder of the applicable healthcare 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 that are currently pending will not, individually or in the aggregate, have a material adverse effect on us. However, regardless of the merits of a particular action, investigation or claim, we may be forced to expend significant financial resources to defend and resolve these matters. We are unable to predict the ultimate outcome of these lawsuits, investigations, claims and other legal and regulatory proceedings, and, if management’s assessment of our liability 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 provide guarantees, indemnities or other similar contingent obligations to third parties.

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. All entities 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 to meet, 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 31,202520242023Tax treatment of distributions: Ordinary income$— $— $— Qualified ordinary income0.11407 — 0.04468 199A qualified business income1.69367 1.09580 1.49465 Long-term capital gain— — 0.09136 Non-dividend distribution0.08226 0.70420 0.16931 Distribution reported for 1099-DIV purposes1.89000 1.80000 1.80000 Add: Dividend declared in current year and taxable in following year0.48000 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, 2024 and 2023. Our consolidated benefit for income taxes was as follows (dollars in thousands):For the Years Ended December 31,202520242023Current - Federal $366 $324 $534 Current - State6,993 2,630 2,564 Deferred - Federal (39,355)(30,436)(6,135)Deferred - State(397)28 230 Current - Foreign2,658 2,646 2,587 Deferred - Foreign15,585 (12,967)(9,319)Total$(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. The 2024 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 purchase accounting activities. The 2023 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.

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 an expected 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.2026 AcquisitionsIn January and February 2026 we acquired 26 senior housing communities reported within our SHOP segment for $842.2 million.2025 AcquisitionsDuring the year ended December 31, 2025, we acquired 52 senior housing communities reported within our SHOP segment for an aggregate purchase price of $2.3 billion.2024 AcquisitionsDuring the year ended December 31, 2024, we acquired 50 senior housing communities reported within our SHOP segment and five long-term acute care facilities (“LTACs”) reported within our NNN segment for an aggregate purchase price of $1.9 billion.

Risk Management and StrategyAs 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 and Technology, 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 information systems. Such plans are informed by our testing and monitoring activities and set forth actions to be taken in responding to and recovering from cybersecurity incidents which include procedures for assessing the severity of such threats and incidents, escalating and disseminating information and 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-party vendors 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 service providers, including their access, if any, to our information systems. However, we do not control the cybersecurity plans and systems put in place by such third parties and we may have limited contractual protections with such third parties, such as indemnification obligations to us, which could cause us to be negatively impacted as a result;•Provide employees with the training, tools and resources designed to protect the Company from cybersecurity threats and incidents and to identify and report such threats and incidents. Our employees receive training and testing on cybersecurity protocols throughout the year, including regular anti-phishing campaigns, periodic live training programs and mandatory annual training and assessments with passing requirements. Each employee periodically 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 leveraging encryption of critical information, including confidential or personal information.

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 on Form 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.

NOTE 8 – INTANGIBLES The following is a summary of our intangibles (dollars in thousands): As of December 31, 2025As of December 31, 2024 BalanceWeighted AverageRemaining AmortizationPeriod in YearsBalanceWeighted AverageRemaining AmortizationPeriod in YearsIntangible assets: Above-market lease intangibles (1)$120,178 4.0$124,515 4.3In-place lease and other real estate intangibles (2)1,560,389 7.01,434,236 8.4Acquired lease intangibles1,680,567 1,558,751 Goodwill1,046,072 n/a1,044,915 n/aOther intangibles (2)41,261 48.041,190 24.4Accumulated amortization(1,374,077)n/a(1,286,374)n/aNet intangible assets$1,393,823 8.1$1,358,482 8.8Intangible liabilities: Below-market lease intangibles (1)$246,153 13.1$269,572 7.0Other lease intangibles13,498 n/a13,498 n/aAccumulated amortization(198,762)n/a(211,441)n/aPurchase option intangibles3,568 n/a3,568 n/aNet intangible liabilities$64,457 13.1$75,197 7.0______________________________(1) Amortization of above- and below-market lease intangibles is recorded as a decrease and an increase to revenues, respectively, in our Consolidated Statements of Income.(2) 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, consisting primarily of in-place lease intangibles, with a weighted average amortization period of 3.5 years at acquisition date. During the year ended December 31, 2024, we acquired $159.8 million of intangible assets as part of our real estate acquisitions, consisting primarily of in-place lease intangibles, with a weighted 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 Balance Sheets. Net intangible liabilities are included in Accounts payable and other liabilities on our Consolidated Balance Sheets. For the years ended December 31, 2025, 2024 and 2023, our net amortization related to these intangible assets and liabilities was $48.9 million, $80.8 million and $111.2 million, respectively.

NOTE 9 – OTHER ASSETS The following is a summary of our Other assets (dollars in thousands):As of December 31,20252024Straight-line rent receivables$250,833 $202,675 Deferred lease costs, net163,481 145,973 Accounts receivable, net (1)99,872 108,138 Investment in unconsolidated operating entities100,614 95,623 Prepaid assets81,389 71,786 Non-mortgage loans receivable, net20,827 28,129 Other intangibles, net10,681 11,513 Other (2)97,832 128,826 Total Other assets$825,529 $792,663 ______________________________(1) Allowance for doubtful accounts as of December 31, 2025 and 2024 were $71.5 million and $70.3 million, respectively.(2) 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 common equity of a parent company of Kindred Healthcare, LLC (together with its subsidiaries, “Kindred”) at the pre-transaction value of such common equity (the “Scion Warrants”). The balance as of December 31, 2024 included, among other items, the Scion Warrants as well as stock warrants exercisable at any time prior to December 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 $3.00 exercise price), resulting in Ventas receiving 5.7 million net shares of Brookdale Common Stock, which we sold for net cash proceeds of approximately $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.