Form 8-K

8-K — Ventas, Inc.

Accession: 0000740260-26-000026

Filed: 2026-10-27

Period: 2026-10-27

CIK: 0000740260

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — vtr-20261027.htm (Primary)

EX-99.1 (q32026earningsrelease.htm)

GRAPHIC (ventas-logox2colorxlightbg.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: vtr-20261027.htm · Sequence: 1

vtr-20261027

0000740260FALSE300 North LaSalle Street, Suite 1600ChicagoIllinois00007402602026-10-272026-10-2700007402602025-10-292025-10-290000740260exch:XNYS2026-10-272026-10-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 27, 2026

Ventas, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-10989 61-1055020

(State or other jurisdiction

of incorporation) (Commission

File Number) (IRS Employer

Identification No.)

300 North LaSalle Street, Suite 1600, Chicago, Illinois

60654

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (877) 483-6827

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common stock, $0.25 par value VTR New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02. Results of Operations and Financial Condition.

On October 27, 2026, Ventas, Inc. (the “Company”) issued a press release announcing its results of operations for the quarter ended September 30, 2026. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated into this Item 2.02 by reference.

The information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” with the U.S. Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number

Description

99.1

Press release issued by the Company on October 27, 2026.

104 Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VENTAS, INC.

Date: October 27, 2026

By: /s/ Kevin M. Bohl

Kevin M. Bohl

Senior Vice President and Interim General Counsel, Ethics and Compliance Officer and Corporate Secretary

EX-99.1

Filename: q32026earningsrelease.htm · Sequence: 2

Document

Exhibit 99.1

Ventas, Inc. 300 North LaSalle Street, Suite 1600 Chicago, Illinois 60654 (877) 4-VENTAS www.ventasreit.com

Contact: BJ Grant

(877) 4-VENTAS

Ventas Reports 2026 Third Quarter Results

CHICAGO – Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) today reported results for the third quarter ended September 30, 2026.

CEO Remarks

“Ventas delivered strong enterprise results and growth in the third quarter, as we executed our 1-2-3 strategy and drove outperformance at scale. Our large and growing Senior Housing Operating Portfolio (“SHOP”) powered the Company’s organic property growth, and we used our differentiated platform, operating expertise and data advantages to generate results that significantly outperformed industry benchmarks,” said Debra A. Cafaro, Ventas Chairman and CEO.

“Additionally, we are aggressively expanding our SHOP business through attractive acquisitions designed to increase our enterprise growth and enhance the Company’s multiyear growth outlook. We have closed over $5 billion of investments focused on U.S. senior housing year to date. We have significant momentum in the market, and we are currently advancing our robust pipeline of actionable SHOP investment opportunities.

“With our commitment to helping people live longer, healthier and happier lives, we are well positioned to serve the secular demand from a wave of Baby Boomers turning 80 over the coming decade.

“We are again raising our full year earnings guidance primarily because of our 2026 investment activity. Our business and team are built to meet this moment, and we are focused on creating value for stakeholders,” Cafaro concluded.

Third Quarter and Other 2026 Highlights

•Net Income Attributable to Common Stockholders (“Attributable Net Income”) per share of $0.13

•Normalized Funds From Operations* (“Normalized FFO”) per share of $0.99, an increase of 10% year-over-year

•Total Company Net Operating Income* (“NOI”) year-over-year growth of 18% and Total Company Same-Store Cash NOI* year-over-year growth of 11%

•On a Same-Store Cash NOI* basis, SHOP grew 16% year-over-year, led by U.S. growth of 17%

•Year to date, the Company closed $5.2 billion of investments focused on senior housing with attractive financial return expectations, consistent with its Right Market, Right Asset, Right OperatorTM strategy

•To fund its 2026 investment activity, year to date through September 30, 2026, the Company settled 47.3 million shares of common stock under equity forward sales agreements for gross proceeds of $3.9 billion; and, at September 30, 2026, the Company had $0.8 billion of unsettled equity forward sales agreements, totaling $4.7 billion in equity capital

Ventas Reports 2026 Third Quarter Results

October 27, 2026

Page 2

*Some of the financial measures throughout this press release are non-GAAP measures. Refer to the Non-GAAP Financial Measures Reconciliation tables at the end of this press release for additional information and a reconciliation to the most directly comparable GAAP measure.

Third Quarter 2026 Company Results

For the Third Quarter 2026, reported per share results were:

Quarter Ended September 30,

2026 2025 $ Change % Change

Attributable Net Income $0.13 $0.14 $(0.01) (7%)

Nareit FFO* $1.01 $0.88 $0.13 15%

Normalized FFO* $0.99 $0.90 $0.09 10%

SHOP Growth

In the third quarter, SHOP Same-Store Cash NOI increased 16% year-over-year. Same-Store revenue per occupied room (“RevPOR”) grew 5% and average occupancy grew 290 basis points year-over-year. Same-Store Cash NOI margin* grew 190 basis points year-over-year, benefitting from favorable operating leverage combined with RevPOR and occupancy growth.

During the third quarter, U.S. SHOP Same-Store Cash NOI increased 17%, and average occupancy grew 320 basis points to exceed 90%, year-over-year.

Investment Activity

Ventas closed $1.2 billion of senior housing investments in the third quarter, and year to date has closed $5.2 billion of investments focused on senior housing. The Company expects these investments to increase its growth rate on a multiyear basis and generate attractive financial returns. The Company’s relationship-based investment momentum continues with a robust investment pipeline that is active and actionable.

Financial Strength and Flexibility

The Company’s Net Debt-to-Further Adjusted EBITDA* strengthened to 4.4x as of the end of the third quarter, representing a continued trend of sequential improvement and nearly a full turn improvement from the prior year period. The improvement was driven by SHOP NOI growth and equity-funded senior housing investments.

As of September 30, 2026, the Company had $4.5 billion in liquidity, supporting Ventas’s growth and financial flexibility. Liquidity includes availability under its unsecured credit facilities, cash and cash equivalents and unsettled equity forward sales agreements outstanding.

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Ventas Reports 2026 Third Quarter Results

October 27, 2026

Page 3

Increased Full Year 2026 Guidance

The Company is increasing its guidance for the full year. The Company’s 2026 guidance contains forward-looking statements and is based on a number of assumptions, including those identified later in this press release; actual results may differ materially. Ventas expects to report 2026 per share Attributable Net Income, Nareit FFO and Normalized FFO within the following ranges:

As of 10/27/26 As of 7/29/26

Attributable Net Income Per Share Range $0.64 - $0.67 $0.58 - $0.63

Attributable Net Income Per Share Midpoint $0.66 $0.61

Nareit FFO Per Share Range* $3.83 - $3.86 $3.76 - $3.81

Nareit FFO Per Share Midpoint* $3.85 $3.79

Normalized FFO Per Share Range*

$3.87 - $3.90 $3.85 - $3.90

Normalized FFO Per Share Midpoint*

$3.89 $3.88

Full Year 2026 Guidance Commentary Update

The increase in the Company’s guidance is primarily the result of 2026 accretive senior housing investment activity, partially offset by the impacts of interest rates and foreign exchange. Certain additional assumptions are set forth in the appendix.

Investor Presentation

An Earnings Presentation is posted to the Events & Presentations section of Ventas’s website at ir.ventasreit.com/events-and-presentations. Additional information regarding the Company can be found in its Supplemental posted at ir.ventasreit.com. The information contained on, or that may be accessed through, the Company’s website, including the information contained in the aforementioned Earnings Presentation and Supplemental, is not incorporated by reference into, and is not part of, this document.

Third Quarter 2026 Results Conference Call

Ventas will hold a conference call to discuss this earnings release on Wednesday, October 28, 2026 at 10:00 a.m. Eastern Time (9:00 a.m. Central Time).

The dial-in number for the conference call is (833) 461-5787 (or +1 (585) 542-9983 for international callers), and the participant passcode is 771494992. A live webcast can be accessed from the Investor Relations section of www.ventasreit.com.

A telephonic replay will be available at (833) 309-1852 (or +1 (929) 828-5978 for international callers), passcode 771494992, after the earnings call and will remain available for 30 days. The webcast replay will be posted in the Investor Relations section of www.ventasreit.com.

About Ventas

Ventas, Inc. (NYSE: VTR) is an S&P 500 company enabling exceptional environments that benefit a large and growing aging population. With approximately 1,500 properties in North America and the United Kingdom, Ventas occupies an essential role in the longevity economy. The Company’s growth is fueled by its approximately 1,000 senior housing communities, which provide valuable services to residents and enable them to thrive in supported environments. Ventas aims to deliver outsized performance by leveraging its operational expertise, data-driven insights from its Ventas OITM platform, extensive relationships and strong financial position. The Ventas portfolio also includes outpatient medical buildings, research centers and healthcare facilities. Ventas’s seasoned team of talented professionals shares a commitment to excellence, integrity and a common purpose of helping people live longer, healthier, happier lives.

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Ventas Reports 2026 Third Quarter Results

October 27, 2026

Page 4

Non-GAAP Financial Measures

This press release of Ventas, Inc. (the “Company,” “we,” “us,” “our” and similar terms) includes certain financial performance measures not defined by generally accepted accounting principles in the United States (“GAAP”), such as Nareit FFO, Normalized FFO, Net Operating Income (“NOI”), Cash NOI, Same-Store Cash NOI, Same-Store Cash NOI Margin, Same-Store Cash NOI Growth, Cash Operating Revenue, Same-Store Cash Operating Revenue and Net Debt to Further Adjusted EBITDA. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures are included in the appendix to this press release. Our definitions and calculations of these non-GAAP measures may not be the same as similar measures reported by other REITs.

These non-GAAP financial measures should not be considered as alternatives for, or superior to, financial measures calculated in accordance with GAAP.

Cautionary Statements

Certain of the information contained herein, including intra-quarter operating information, has been provided by our operators and we have not verified this information through an independent investigation or otherwise. We have no reason to believe that this information is inaccurate in any material respect, but we cannot assure you of its accuracy.

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

Forward-looking statements are based on management’s beliefs as well as on a number of assumptions concerning future events. You should not put undue reliance on these forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements. We do not undertake a duty to update these forward-looking statements, which speak only as of the date on which they are made. We urge you to carefully review the disclosures we make concerning risks and uncertainties that may affect our business and future financial performance, including those made below and in our filings with the Securities and Exchange Commission, such as in the sections titled “Cautionary Statements — Summary Risk Factors” and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our subsequent Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K as we file them with the Securities and Exchange Commission.

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

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Ventas Reports 2026 Third Quarter Results

October 27, 2026

Page 5

managers and tenants to operate or exert substantial control over properties they manage for, or lease from, us, which limits our control and influence over such properties, their operations and their performance; (h) our reliance and the reliance of our managers, tenants and borrowers on the financial, credit and capital markets and the risk that those markets may be disrupted or become constrained; (i) the risk of bankruptcy, inability to obtain benefits from governmental programs, insolvency or financial deterioration of our managers, tenants, borrowers and other obligors which may, among other things, have an adverse impact on the ability of such parties to make payments or meet their other obligations to us; (j) our dependency on a limited number of managers and tenants for a significant portion of our revenues and operating income; (k) our exposure to various operational risks, liabilities and claims from our operating assets; (l) our exposure to particular risks due to our specific asset classes and operating markets, such as adverse changes affecting our specific asset classes and the healthcare real estate sector, the competitiveness or financial viability of hospitals on or near the campuses where our outpatient medical buildings are located, our relationships with universities, the level of expense and uncertainty of our research tenants, and the limitation of our uses of some properties we own that are subject to ground lease, air rights or other restrictive agreements; (m) our ownership of properties or operation of business outside of the U.S. that may subject us to different or greater risks than those associated with our domestic operations; (n) the risk that our management agreements or leases are not renewed or are renewed on less favorable terms, that our managers or tenants default under those agreements or that we are unable to replace managers or tenants on a timely basis or on favorable terms, if at all; (o) the risk that the borrowers under our loans or other investments default or that, to the extent we are able to foreclose or otherwise acquire the collateral securing our loans or other investments, we will be required to incur additional expense or indebtedness in connection therewith, that the assets will underperform expectations or that we may not be able to subsequently dispose of all or part of such assets on favorable terms; (p) risks related to the recognition of reserves, allowances, credit losses or impairment charges which are inherently uncertain and may increase or decrease in the future and may not represent or reflect the ultimate value of, or loss that we ultimately realize with respect to, the relevant assets; (q) the risk of exposure to unknown liabilities from our investments in properties or businesses; (r) the impact of merger, acquisition and investment activity in the healthcare industry or otherwise affecting our managers, tenants or borrowers; (s) risks related to development, redevelopment and construction projects, including costs associated with inflation, rising or elevated interest rates, labor conditions and supply chain pressures, and risks related to increased construction and development in markets in which our properties are located, including adverse effect on our future occupancy rates; (t) our current and future amount of outstanding indebtedness, and our ability to access capital and to incur additional debt which is subject to our compliance with covenants in instruments governing our and our subsidiaries’ existing indebtedness; (u) increases in our borrowing costs as a result of becoming more leveraged, including in connection with acquisitions or other investment activity and rising or elevated interest rates; (v) the risk of potential dilution resulting from future sales or issuances of our equity securities; (w) the availability, adequacy and pricing of insurance coverage provided by our policies and policies maintained by our managers, tenants, borrowers or other counterparties; (x) the risks or uncertainties relating to the use of, or inability to take advantage of, the benefits of artificial intelligence by us or our managers, tenants or borrowers; (y) the occurrence of cybersecurity threats and incidents that could disrupt our or our managers’, tenants’ or borrower’s operations, result in the loss of confidential or personal information or damage our business relationships and reputation; (z) the risk of catastrophic or extreme weather and other natural events; (aa) our ability to attract and retain talented employees; (bb) our ability to maintain a positive reputation for quality and service with our key stakeholders; (cc) the limitations and significant requirements imposed upon our business as a result of our status as a REIT and the adverse consequences (including the possible loss of our status as a REIT) that would result if we are not able to comply with such requirements; (dd) the ownership limits contained in our certificate of incorporation with respect to our capital stock in order to preserve our qualification as a REIT, which may delay, defer or prevent a change of control of our company; (ee) risks and uncertainties related to the UPREIT Reorganization; and (ff) the other factors set forth in our periodic filings with the Securities and Exchange Commission.

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Ventas Reports 2026 Third Quarter Results

October 27, 2026

Page 6

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts; dollars in USD; unaudited)

As of September 30, 2026 As of December 31, 2025

Assets

Real estate investments:

Land and improvements $ 3,390,024 $ 2,962,738

Buildings and improvements 34,209,438 30,872,598

Construction in progress 248,737 358,811

Acquired lease intangibles 2,046,823 1,680,567

Operating lease assets 314,623 295,838

40,209,645 36,170,552

Accumulated depreciation and amortization (12,912,169) (12,043,619)

Net real estate property 27,297,476 24,126,933

Secured loans receivable and investments, net 442,287 143,913

Investments in unconsolidated real estate entities 584,905 617,571

Net real estate investments 28,324,668 24,888,417

Cash and cash equivalents 202,009 741,067

Escrow deposits and restricted cash 27,623 45,070

Goodwill 1,045,824 1,046,072

Assets held for sale 100,813 42,993

Deferred income tax assets, net 2,807 2,797

Other assets 921,638 825,529

Total assets $ 30,625,382 $ 27,591,945

Liabilities and equity

Liabilities:

Senior notes payable and other debt $ 12,436,652 $ 13,011,016

Accrued interest payable 97,664 143,104

Operating lease liabilities 230,568 208,602

Accounts payable and other liabilities 1,469,788 1,240,820

Liabilities related to assets held for sale 6,489 4,032

Deferred income tax liabilities 31,801 23,409

Total liabilities 14,272,962 14,630,983

Redeemable OP unitholder and noncontrolling interests 492,756 375,154

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, 528,820 and 474,926 shares outstanding at September 30, 2026 and December 31, 2025, respectively 132,205 118,732

Capital in excess of par value 23,834,762 19,976,183

Accumulated other comprehensive loss (23,689) (39,851)

Retained earnings (deficit) (8,136,215) (7,527,777)

Treasury stock, 0 shares issued — (34)

Total Ventas stockholders’ equity 15,807,063 12,527,253

Noncontrolling interests 52,601 58,555

Total equity 15,859,664 12,585,808

Total liabilities and equity $ 30,625,382 $ 27,591,945

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Ventas Reports 2026 Third Quarter Results

October 27, 2026

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CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts; dollars in USD; unaudited)

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2026 2025 2026 2025

Revenues

Rental income:

Triple-net leased properties $ 129,484 $ 160,050 $ 377,411 $ 468,865

Outpatient medical and research portfolio 233,239 226,200 691,948 668,333

362,723 386,250 1,069,359 1,137,198

Resident fees and services 1,450,802 1,088,546 4,107,090 3,090,164

Third-party capital management revenues 4,140 4,492 12,796 13,225

Income from loans and investments 12,165 5,524 22,866 14,243

Interest and other income 1,961 4,184 6,238 13,133

Total revenues 1,831,791 1,488,996 5,218,349 4,267,963

Expenses

Interest 161,388 158,124 477,564 457,778

Depreciation and amortization 446,013 357,173 1,236,192 1,026,417

Property-level operating expenses:

Senior housing 1,020,832 786,250 2,899,163 2,236,952

Outpatient medical and research portfolio 80,529 79,136 238,611 230,094

Triple-net leased properties 3,201 3,012 9,244 10,505

1,104,562 868,398 3,147,018 2,477,551

Third-party capital management expenses 1,794 1,517 5,333 4,969

General, administrative and professional fees 47,698 40,387 157,430 136,392

Loss on extinguishment of debt, net 14 119 546 119

Transaction, transition and restructuring costs 7,872 5,472 28,009 16,081

Other expense 9,821 13,370 23,975 20,621

Total expenses 1,779,162 1,444,560 5,076,067 4,139,928

Income before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests 52,629 44,436 142,282 128,035

(Loss) income from unconsolidated entities (5,464) 16,644 (20,626) 12,195

Gain on real estate dispositions 815 1,283 16,037 35,268

Income tax benefit 19,301 6,345 60,856 13,028

Net income 67,281 68,708 198,549 188,526

Net income attributable to noncontrolling interests 1,901 2,661 6,687 7,347

Net income attributable to common stockholders $ 65,380 $ 66,047 $ 191,862 $ 181,179

Earnings per common share

Basic:

Net income $ 0.13 $ 0.15 $ 0.40 $ 0.42

Net income attributable to common stockholders 0.13 0.14 0.39 0.40

Diluted:

Net income $ 0.13 $ 0.15 $ 0.40 $ 0.41

Net income attributable to common stockholders 0.13 0.14 0.38 0.40

Weighted average shares used in computing earnings per common share

Basic 513,946 456,032 493,324 449,572

Diluted 518,937 463,415 501,284 456,392

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Ventas Reports 2026 Third Quarter Results

October 27, 2026

Page 8

NON-GAAP FINANCIAL MEASURES RECONCILIATION

Funds From Operations Attributable to Common Stockholders (FFO)

(In thousands, except per share amounts; dollars in USD; totals may not sum due to rounding; unaudited)

For the Three Months Ended September 30, Q3 YoY Change

2026 2025 ’26-’25

Net income attributable to common stockholders $ 65,380 $ 66,047 (1%)

Net income attributable to common stockholders per share $ 0.13 $ 0.14 (7%)

Adjustments:

Depreciation and amortization on real estate assets 444,220 355,453

Depreciation on real estate assets related to noncontrolling interests (6,343) (4,252)

Depreciation on real estate assets related to unconsolidated entities 22,149 20,812

Gain on real estate dispositions (815) (1,283)

Loss (gain) on real estate dispositions related to unconsolidated entities 3 (28,003)

Subtotal: Nareit FFO adjustments 459,214 342,727

Subtotal: Nareit FFO adjustments per share $ 0.88 $ 0.74

Nareit FFO attributable to common stockholders $ 524,594 $ 408,774 28%

Nareit FFO attributable to common stockholders per share $ 1.01 $ 0.88 15%

Adjustments:

Loss on derivatives, net 693 8,478

Non-cash impact of income tax benefit (23,901) (8,970)

Loss on extinguishment of debt, net 14 119

Transaction, transition and restructuring costs 7,872 5,472

Amortization of other intangibles 119 115

Non-cash stock-based compensation expense (1)

5,926 5,905

Significant disruptive events, net (1,516) 1,161

Normalizing items related to noncontrolling interests and unconsolidated entities, net 426 8,111

Other normalizing items, net(2)

— (14,298)

Subtotal: Normalized FFO adjustments (10,367) 6,093

Subtotal: Normalized FFO adjustments per share $ (0.02) $ 0.01

Normalized FFO attributable to common stockholders (1)

$ 514,227 $ 414,867 24%

Normalized FFO attributable to common stockholders per share $ 0.99 $ 0.90 10%

Weighted average diluted shares 518,937 463,415

(1) Beginning with the first quarter of 2026, the Company excludes non-cash stock-based compensation expense from the calculation of Normalized FFO. Results for prior periods have been updated to conform to this presentation.

(2) Principally due to the net non-cash revenue impact of changed revenue recognition from cash to straight-line related to a Senior Housing Triple-Net tenant.

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Ventas Reports 2026 Third Quarter Results

October 27, 2026

Page 9

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 operating results for real estate companies that use historical cost accounting to be insufficient by themselves. For that reason, the Company considers Funds From Operations attributable to common stockholders (“FFO”) and Normalized FFO attributable to common stockholders (“Normalized FFO”) to be appropriate supplemental measures of operating performance of an equity REIT. The Company believes that the presentation of FFO, combined with the presentation of required GAAP financial measures, has improved the understanding of operating results of REITs among the investing public and has helped make comparisons of REIT operating results more meaningful. Management generally considers FFO to be a useful measure for understanding and 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 in similar condition based on historical cost accounting and useful life estimates), FFO can help investors compare the operating performance of a company’s real estate across reporting periods and to the operating performance of other companies. The Company believes that Normalized FFO is useful because it allows investors, analysts and Company management to compare the Company’s operating performance across periods on a consistent basis. In some cases, the Company provides information about identified non-cash components of FFO and Normalized FFO because it allows investors, analysts and our management to assess the impact of those items on our financial results.

Nareit Funds From Operations Attributable to Common Stockholders (“Nareit FFO”)

The Company uses the National Association of Real Estate Investment Trusts (“Nareit”) definition of FFO. Nareit defines FFO as net income attributable to common 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, and after adjustments for unconsolidated entities and noncontrolling interests. Adjustments for unconsolidated entities and noncontrolling interests will be calculated to reflect FFO on the same basis.

Normalized FFO Attributable to Common Stockholders (“Normalized FFO”)

The Company defines Normalized FFO as Nareit FFO excluding the following income and expense items, without duplication: (a) gains and losses on derivatives, net and changes in the fair value of financial instruments; (b) the non-cash impact of income tax benefits or expenses; (c) gains and losses on extinguishment of debt, net including the write-off of unamortized deferred financing fees or additional costs, 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) non-cash stock-based compensation expense; (g) net expenses or recoveries related to significant disruptive events; (h) the impact of expenses related to asset impairment and valuation allowances; (i) the financial impact of contingent consideration; (j) gains and losses on non-real estate dispositions and other normalizing items related to noncontrolling interests and unconsolidated entities; and (k) other items set forth in the Normalized FFO reconciliation included herein.

Nareit FFO and Normalized FFO presented herein may not be comparable to those presented by other companies, which may define similarly titled measures differently than the Company does. Nareit FFO and Normalized FFO should not be considered as alternatives to net income attributable to common stockholders (determined in accordance with GAAP) as indicators of the Company’s financial performance or as alternatives to cash flow from operating activities (determined in accordance with GAAP) as measures of the Company’s liquidity, nor are they necessarily indicative of sufficient cash flow to fund all of the Company’s needs. The Company believes that in order to facilitate a clear understanding of the consolidated historical operating results of the Company, Nareit FFO and Normalized FFO should be examined in conjunction with net income attributable to common stockholders as presented elsewhere herein.

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Ventas Reports 2026 Third Quarter Results

October 27, 2026

Page 10

NON-GAAP FINANCIAL MEASURES RECONCILIATION

Full Year 2026 Guidance as of October 27th, 20261

Net Income and FFO Attributable to Common Stockholders2

(In millions, except per share amounts; dollars in USD; totals may not sum due to rounding; unaudited)

FY 2026

FY 2026 - Per Share

Low High Low High

Net income attributable to common stockholders $324 $339 $0.64 $0.67

Depreciation and amortization adjustments 1,719 1,719 $3.38 $3.38

Gain on real estate dispositions (93) (93) ($0.18) ($0.18)

Nareit FFO attributable to common stockholders $1,949 $1,965 $3.83 $3.86

Other adjustments3

21 21 $0.04 $0.04

Normalized FFO attributable to common stockholders $1,970 $1,986 $3.87 $3.90

% Year-over-year growth 9% 10%

Weighted average diluted shares (in millions) 509 509

1 The Company’s guidance constitutes forward-looking statements within the meaning of the federal securities laws and is based on a number of assumptions that are subject to change and many of which are outside the control of the Company. Actual results may differ materially from the Company’s expectations depending on factors discussed herein and in the Company’s filings with the Securities and Exchange Commission.

2 Totals may not add due to minor corporate-level adjustments.

3 Other adjustments include the categories of adjustments presented in our “Non-GAAP Financial Measures Reconciliation – Funds From Operations Attributable to Common Stockholders (FFO)”.

Select Guidance Assumptions:

•The Company’s guidance includes the following investment and disposition assumptions:

◦October YTD completed investments of $5.2 billion focused on senior housing, vs. previous guidance of ~$4.5 billion

◦Disposition and loan repayment proceeds of ~$700 million at a ~7% blended yield, unchanged

◦Additional guidance assumptions include:

◦Interest expense of ~$648 million at midpoint, vs. previous ~$646 million

◦Interest and other income of ~$9 million at midpoint, vs. previous ~$8 million

◦Cash income tax expense of ~$14 million to ~$16 million

◦Full year weighted average diluted share count of 509 million, vs. previous 506 million

◦FAD capital expenditures of ~$400 million at midpoint, unchanged

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Ventas Reports 2026 Third Quarter Results

October 27, 2026

Page 11

NON-GAAP FINANCIAL MEASURES RECONCILIATION

Full Year 2026 Guidance as of July 29th, 20261

Net Income and FFO Attributable to Common Stockholders2

(In millions, except per share amounts; dollars in USD; totals may not sum due to rounding; unaudited)

FY 2026

FY 2026 - Per Share

Low High Low High

Net income attributable to common stockholders $291 $317 $0.58 $0.63

Depreciation and amortization adjustments 1,626 1,626 $3.22 $3.22

Gain on real estate dispositions (15) (15) ($0.03) ($0.03)

Nareit FFO attributable to common stockholders $1,902 $1,927 $3.76 $3.81

Other adjustments3

44 44 $0.09 $0.09

Normalized FFO attributable to common stockholders $1,947 $1,972 $3.85 $3.90

% Year-over-year growth 8% 10%

Weighted average diluted shares (in millions) 506 506

2 Totals may not add due to minor corporate-level adjustments.

3 Other adjustments include the categories of adjustments presented in our “Non-GAAP Financial Measures Reconciliation – Funds From Operations Attributable to Common Stockholders (FFO)”.

Select Guidance Assumptions:

•The Company’s guidance includes the following investment and disposition assumptions:

◦Expect to close $4.5 billion of investments focused on senior housing, increased vs. previous $3 billion

◦Disposition and loan repayment proceeds of ~$700 million at a ~7% blended yield, vs. previous ~$300 million

◦Additional guidance assumptions include:

◦Interest expense of ~$646 million at midpoint, vs. previous ~$640 million

◦Interest and other income of ~$8 million at midpoint, unchanged

◦Full year weighted average diluted share count of 506 million, vs. previous 504 million

◦FAD capital expenditures of ~$400 million at midpoint, unchanged

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Ventas Reports 2026 Third Quarter Results

October 27, 2026

Page 12

NON-GAAP FINANCIAL MEASURES RECONCILIATION

Third Quarter 2026 Same-Store Cash NOI by Segment

(In thousands, unless otherwise noted; dollars in USD; totals may not sum due to rounding; unaudited)

For the Three Months Ended September 30, 2026

SHOP

OM&R

NNN

Non-Segment Total

Net income attributable to common stockholders $ 65,380

Adjustments:

Interest and other income (1,961)

Interest expense 161,388

Depreciation and amortization 446,013

General, administrative and professional fees 47,698

Loss on extinguishment of debt, net 14

Transaction, transition and restructuring costs 7,872

Other 9,821

Loss from unconsolidated entities 5,464

Gain on real estate dispositions (815)

Income tax benefit (19,301)

Net income attributable to noncontrolling interests 1,901

NOI $ 429,970 $ 153,433 $ 126,283 $ 13,788 $ 723,474

Adjustments:

Straight-lining of rental income — (4,078) (7,207) — (11,285)

Non-cash rental income — (4,136) (1,217) — (5,353)

Cash payments, fees and other consideration

— 2,695 — — 2,695

NOI not included in Cash NOI (1)

1,965 (3,488) (234) — (1,757)

Non-segment NOI — — — (13,788) (13,788)

Cash NOI $ 431,935 $ 144,426 $ 117,625 $ — $ 693,986

Adjustments:

Cash NOI not included in Same-Store (113,606) (2,807) — — (116,413)

Same-Store Cash NOI

$ 318,329 $ 141,619 $ 117,625 $ — $ 577,573

Percentage increase

15.5 % 2.5 % 8.4 % 10.6 %

(1) Includes consolidated properties. Excludes, among other things, sold assets, assets owned by unconsolidated real estate entities, assets held for sale, loan repayments, development properties not yet operational, land parcels and third-party management revenues from all periods. Assets that have undergone business model transitions are reflected within the new reportable segment as of the transition date.

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Ventas Reports 2026 Third Quarter Results

October 27, 2026

Page 13

For the Three Months Ended September 30, 2025

SHOP

OM&R

NNN

Non-Segment Total

Net income attributable to common stockholders $ 66,047

Adjustments:

Interest and other income (4,184)

Interest expense 158,124

Depreciation and amortization 357,173

General, administrative and professional fees 40,387

Loss on extinguishment of debt, net 119

Transaction, transition and restructuring costs 5,472

Other expense 13,370

Net income attributable to noncontrolling interests 2,661

Income from unconsolidated entities (16,644)

Income tax benefit (6,345)

Gain on real estate dispositions (1,283)

NOI $ 302,296 $ 147,745 $ 157,038 $ 7,818 $ 614,897

Adjustments:

Straight-lining of rental income — (3,564) (22,673) — (26,237)

Non-cash rental income — (2,594) (8,963) — (11,557)

Cash payments, fees and other consideration

— 2,615 — — 2,615

NOI not included in Cash NOI (1)

1,294 (3,441) (16,908) — (19,055)

Non-segment NOI — — — (7,818) (7,818)

NOI impact from change in FX (911) — (10) — (921)

Cash NOI $ 302,679 $ 140,761 $ 108,484 $ — $ 551,924

Adjustments:

Cash NOI not included in Same-Store (27,037) (2,622) — — (29,659)

NOI impact from change in FX not in Same-Store 42 — — — 42

Same-Store Cash NOI

$ 275,684 $ 138,139 $ 108,484 $ — $ 522,307

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Ventas Reports 2026 Third Quarter Results

October 27, 2026

Page 14

NON-GAAP FINANCIAL MEASURES RECONCILIATION

Third Quarter 2026 Senior Housing Operating Portfolio Same-Store Cash Operating Revenue

(In thousands, unless otherwise noted; dollars in USD; totals may not sum due to rounding; unaudited)

For the Three Months Ended

3Q25 2Q26 3Q26

Total revenues $ 1,088,546 $ 1,363,498 $ 1,450,802

Adjustments:

Revenues not included in cash operating revenues1

(17,076) (11,963) (10,014)

Revenue impact from change in FX (2,268) (1,496) —

Cash operating revenue $ 1,069,202 $ 1,350,039 $ 1,440,788

Adjustments:

Cash operating revenue not included in Same-Store (110,563) (328,680) (402,324)

Cash operating revenue impact from change in FX not in Same-Store 91 47 —

Same-Store Cash Operating Revenue $ 958,730 $ 1,021,406 $ 1,038,464

Percentage increase YoY 8.3 %

Percentage increase Seq 1.7 %

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Ventas Reports 2026 Third Quarter Results

October 27, 2026

Page 15

NON-GAAP FINANCIAL MEASURES RECONCILIATION

Adjusted EBITDA and Net Debt

(Dollars in thousands USD; totals may not sum due to rounding; unaudited)

For the Three Months Ended

3Q26 2Q26 1Q26 4Q25 3Q25

Net income attributable to common stockholders $ 65,380 $ 70,570 $ 55,912 $ 70,202 $ 66,047

Adjustments:

Interest expense 161,388 160,034 156,142 154,468 158,124

Loss on extinguishment of debt, net 14 83 449 53 119

Taxes (including tax amounts in general, administrative and professional fees) (17,821) (24,433) (14,800) (105) (5,210)

Depreciation and amortization 446,013 407,711 382,468 352,723 357,173

Non-cash stock-based compensation expense 5,926 5,313 24,842 6,319 5,905

Transaction, transition and restructuring costs 7,872 13,478 6,659 (6,008) 5,472

Net income attributable to noncontrolling interests, adjusted for partners’ share of consolidated entity EBITDA

(11,248) (10,956) (8,034) (8,383) (8,061)

Income from unconsolidated entities, adjusted for Ventas’ share of EBITDA from unconsolidated entities

41,888 42,319 40,991 42,820 18,238

Gain on real estate dispositions (815) (176) (15,046) (3,311) (1,283)

Unrealized foreign currency gain (loss) (30) 183 (204) 644 234

Gain on derivatives, net — — — — 8,362

Significant disruptive events, net (1,517) (1,064) 2,185 (297) 1,161

Other normalizing items, net — — — 9 (14,298)

Adjusted EBITDA $ 697,050 $ 663,062 $ 631,564 $ 609,134 $ 591,983

Adjustment for current period activity 14,406 20,651 7,924 (1,614) 5,269

Further Adjusted EBITDA $ 711,456 $ 683,713 $ 639,488 $ 607,520 $ 597,252

Further Adjusted EBITDA annualized $ 2,845,824 $ 2,734,852 $ 2,557,952 $ 2,430,080 $ 2,389,008

Total Debt $ 12,436,652 $ 12,687,789 $ 12,518,493 $ 13,011,016 $ 12,571,614

Cash and cash equivalents (202,009) (198,956) (183,613) (741,067) (188,617)

Restricted cash pertaining to debt (2,500) (2,643) (3,230) (24,845) (36,515)

Partners’ share of consolidated debt (335,584) (335,866) (327,241) (328,171) (324,932)

Ventas’s share of unconsolidated debt 761,805 755,816 754,296 732,515 724,279

Net Debt $ 12,658,364 $ 12,906,140 $ 12,758,705 $ 12,649,448 $ 12,745,829

Net Debt / Further Adjusted EBITDA 4.4 x 4.7 x 5.0 x 5.2 x 5.3 x

The Company believes that Further Adjusted EBITDA and Net Debt are useful to investors, analysts and Company management because they allow the comparison of the Company’s credit strength between periods and to other real estate companies without the effect of items that by their nature are not comparable from period to period.

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Ventas Reports 2026 Third Quarter Results

October 27, 2026

Page 16

Adjusted EBITDA

The Company defines Adjusted EBITDA as consolidated earnings before interest, taxes, depreciation and amortization (including non-cash stock-based compensation expense, asset impairment and valuation allowances), excluding (a) gains or losses on extinguishment of debt; (b) transaction, transition and restructuring costs; (c) noncontrolling interests’ share of adjusted EBITDA; (d) net gains or losses on real estate activity; (e) gains or losses on re-measurement of equity interest upon acquisition; (f) unrealized foreign currency gains or losses; (g) gains or losses on derivatives, net and changes in the fair value of financial instruments; (h) net expenses or recoveries related to significant disruptive events; and including (x) Ventas’ share of adjusted EBITDA from unconsolidated entities and (y) the impact of other items set forth in the Adjusted EBITDA reconciliation included herein.

Further Adjusted EBITDA

Further Adjusted EBITDA is Adjusted EBITDA further adjusted for transactions and events that were completed during the period, as if the transaction or event had been consummated at the beginning of the relevant period and considers any other incremental items set forth in the Further Adjusted EBITDA reconciliation included herein.

The Company considers NOI and Cash NOI as important supplemental measures because they allow investors, analysts and the Company’s management to assess its unlevered property-level operating results and to compare its operating results with those of other real estate companies and between periods on a consistent basis.

NOI

The Company defines NOI as total revenues, less interest and other income, property-level operating expenses and third-party capital management expenses.

Cash NOI

The Company defines Cash NOI as NOI for its reportable business segments (i.e., SHOP, OM&R and NNN), determined on a Constant Currency basis, excluding the impact of, without duplication (i) non-cash items such as straight-line rent and the amortization of lease intangibles, (ii) sold assets, assets held for sale, development properties not yet operational and land parcels and (iii) other items set forth in the Cash NOI reconciliation included herein. In certain cases, results may be adjusted to reflect the receipt of cash payments, fees, and other consideration that is not fully recognized as NOI in the period.

Same-Store

The Company defines same-store as properties owned, consolidated and operational for the full period in both comparison periods and that are not otherwise excluded; provided, however, that the Company may include selected properties 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 comparison periods, and in the Company’s judgment such inclusion provides a more meaningful presentation of its segment performance.

Newly acquired development properties and recently developed or redeveloped properties in the Company’s SHOP reportable business segment will be included in same-store once they are stabilized for the full period in both periods presented. These properties are considered stabilized upon the earlier of (a) the achievement of 80% sustained occupancy or (b) 24 months from the date of acquisition or substantial completion of work. Recently developed or redeveloped properties in the Company’s OM&R and NNN reportable business segments will be included in same-store once substantial completion of work has occurred for the full period in both periods presented. Our SHOP and NNN 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.

Properties are excluded from same-store if they are: (i) sold, classified as held for sale or properties whose operations were classified as discontinued operations in accordance with GAAP; (ii) impacted by significant disruptive events such as flood or fire; (iii) for SHOP, those properties that are currently undergoing a significant disruptive redevelopment; (iv) for OM&R and NNN reportable business segments, those properties for which management has an intention to institute, or has instituted, a redevelopment plan because the properties may require major property-level expenditures to maximize value, increase NOI, or maintain a market-competitive position and/or achieve property stabilization, most commonly as the result of an expected or actual material

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Ventas Reports 2026 Third Quarter Results

October 27, 2026

Page 17

change in occupancy or NOI; or (v) for SHOP and NNN reportable business segments, those properties that are scheduled to undergo operator or business model transitions, or have transitioned operators or business models after the start of the prior comparison period.

Constant Currency

To eliminate the impact of exchange rate movements, certain of our performance-based disclosures, including Same-Store NOI for SHOP and NNN, assume constant exchange rates across comparable periods, using the following methodology: the current period’s results are shown in actual reported USD, while prior comparison period’s results are adjusted and converted to USD based on the average monthly exchange rate for the current period.

Contacts

BJ Grant

(877) 4-VENTAS

Source: Ventas, Inc.

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dei_SecurityExchangeName

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

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- Details

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