Ventas Reports Fourth Quarter and Full Year 2025 Results, Provides 2026 Outlook and Increases Dividend

CHICAGO--( BUSINESS WIRE)--Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) today reported results for the full year and fourth quarter ended December 31, 2025.

CEO Remarks

“Ventas delivered strong performance and enterprise growth in the fourth quarter and full year 2025. We executed our strategy to drive organic and external growth in senior housing and increased our participation in this multiyear growth opportunity,” said Debra A. Cafaro, Ventas Chairman and CEO.

“In 2025, we grew Same-Store Cash Net Operating Income (“NOI”) by over 15% in our senior housing operating portfolio (“SHOP”). We capitalized on powerful secular demand trends and utilized our proprietary analytic and operational insights to deliver our fourth consecutive year of double-digit SHOP Same-Store Cash NOI growth. More seniors than ever are choosing to reside in senior housing for the safety, support and socialization benefits it provides.

“We also built on our senior housing investment momentum and completed $2.5 billion of accretive investments.

“We are increasing our quarterly dividend to common stockholders as a result of our strong results and positive outlook. In 2026 and beyond, the Ventas team remains focused on delivering exceptional performance at scale,” Cafaro concluded.

Fourth Quarter and Full Year 2025 Company Results

For the Fourth Quarter and Full Year 2025, reported per share results were:

Quarter Ended December 31,

2025

2024

$ Change

% Change

Net Income Attributable to Common Stockholders (“Attributable Net Income”)

$0.15

$0.13

$0.02

15%

Nareit Funds From Operations* (“Nareit FFO”)

$0.91

$0.85

$0.06

Normalized Funds From Operations* (“Normalized FFO”)

$0.89

$0.81

$0.08

10%

Year Ended December 31,

2025

2024

$ Change

% Change

Attributable Net Income

$0.54

$0.19

$0.35

184%

Nareit FFO*

$3.50

$3.14

$0.36

11%

Normalized FFO*

$3.48

$3.19

$0.29

Fourth Quarter 2025 Highlights

Full Year 2025 and Recent Highlights

Ventas Declares Quarterly Dividend of $0.52 Per Common Share, Representing 8% Increase

The Company’s Board of Directors has declared a quarterly dividend of $0.52 per share, representing an 8% increase, on the strength of the Company’s expected cash flow growth and its positive outlook. The dividend will be payable in cash on April 16, 2026 to stockholders of record on March 31, 2026.

Senior Housing Investments Year to Date

Ventas has closed over $0.8 billion of senior housing investments year to date 2026. These investments follow the Company’s Right Market, Right Asset, Right Operator TM framework and are expected to enhance enterprise growth and generate attractive financial returns. The Company’s senior housing investment momentum and pipeline remain strong. The year-to-date 2026 investments include relationship-driven transactions with existing and new SHOP operators.

Full Year 2026 Guidance

The Company’s 2026 guidance contains forward-looking statements and is based on a number of assumptions; actual results may differ materially. Ventas expects to report 2026 per share Attributable Net Income, Nareit FFO and Normalized FFO within the following ranges:

2026 Guidance As of 2/5/2026

2025 Result

$ Change

% Change

Attributable Net Income Per Share Range

$0.52 - $0.62

Attributable Net Income Per Share Midpoint

$0.57

$0.54

$0.03

Nareit FFO Per Share Range*

$3.63 - $3.73

Nareit FFO Per Share Midpoint*

$3.68

$3.50

$0.18

Normalized FFO Per Share Range*

$3.78 - $3.88

Normalized FFO Per Share Midpoint*

$3.83†

$3.56†

$0.27

†Beginning with the Company’s reported results for the first quarter 2026, we intend to exclude from the calculation of Normalized FFO the full amount recorded for non-cash stock-based compensation expense as we believe this is more closely comparable to the presentation of similar measures by key industry peers and is also consistent with our calculation of Adjusted EBITDA and the calculations for our financial covenant ratios under our credit facilities and senior notes indentures. The Company’s full year guidance for 2026 Normalized FFO per share gives effect to this exclusion. The Company’s 2025 Normalized FFO per share as shown on this line item has been recalculated to give effect to this exclusion for illustrative comparative purposes only. The expected Normalized FFO per share year-over-year growth rate was calculated using a comparable methodology for both 2025 and 2026. This change in methodology in 2025 has, and in 2026 is expected to have, an impact on Normalized FFO per share of $0.08.

Full Year 2026 Guidance Commentary

In 2026, the Company expects to achieve significant NOI growth in the SHOP segment and to benefit from accretive senior housing investment activity. The Company’s full year guidance for 2026 Attributable Net Income per share of $0.57 at the midpoint of the range compares to 2025 Attributable Net Income of $0.54. The Company’s full year guidance for 2026 Normalized FFO per share of $3.83 at the midpoint represents 8% growth versus 2025 Normalized FFO per share, on a comparable basis. The year-over-year projected increase is composed primarily of: (1) the benefit of (a) NOI growth in the Company’s SHOP segment and (b) accretive senior housing investment activity, partially offset by (2) the expiry of the non-cash rental income from the Brookdale lease on 12/31/25 as previously disclosed and the impact of higher net interest expense. The Company has included approximately $2.5 billion of 2026 investments focused on senior housing in its guidance.

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.

Fourth Quarter and Full Year 2025 Results Conference Call

Ventas will hold a conference call to discuss this earnings release on Friday, February 6, 2026 at 10:00 a.m. Eastern Time (9:00 a.m. Central Time).

The dial-in number for the conference call is (888) 330-3576 (or +1 (646) 960-0672 for international callers), and the participant passcode is 7655497. A live webcast can be accessed from the Investor Relations section of www.ventasreit.com.

A telephonic replay will be available at (800) 770-2030 (or +1 (609) 800-9909 for international callers), passcode 7655497, 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 1,400 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 over 850 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 OI TM 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.

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”), Same-Store Cash NOI, Same-Store Cash NOI Growth 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

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 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; and (ee) the other factors set forth in our periodic filings with the Securities and Exchange Commission.

CONSOLIDATED BALANCE SHEETS

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

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

CONSOLIDATED STATEMENTS OF INCOME

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

For the Three Months Ended December 31,

For the Twelve Months Ended December 31,

2025

2024

2025

2024

Revenues

Rental income:

Triple-net leased properties

132,713

157,403

601,578

622,054

Outpatient medical and research portfolio

226,756

216,199

895,089

874,886

359,469

373,602

1,496,667

1,496,940

Resident fees and services

1,185,999

896,360

4,276,163

3,372,796

Third-party capital management revenues

4,322

4,339

17,547

17,359

Income from loans and investments

8,350

4,451

22,593

9,057

Interest and other income

7,877

8,305

21,010

28,114

Total revenues

1,566,017

1,287,057

5,833,980

4,924,266

Expenses

Interest

154,468

153,206

612,246

602,835

Depreciation and amortization

352,723

308,772

1,379,140

1,253,143

Property-level operating expenses:

Senior housing

855,147

661,683

3,092,099

2,506,413

Outpatient medical and research portfolio

77,639

73,617

307,733

298,320

Triple-net leased properties

3,000

4,206

13,505

15,829

935,786

739,506

3,413,337

2,820,562

Third-party capital management expenses

1,610

1,551

6,579

6,507

General, administrative and professional fees

41,008

41,434

177,400

162,990

Loss on extinguishment of debt, net

172

687

Transaction, transition and restructuring costs

(6,008

)

4,226

10,073

20,369

Reversal of allowance on loans receivable and investments, net

—

(166

)

Shareholder relations matters

—

15,751

Other expense

10,091

38,855

30,712

49,584

Total expenses

1,489,731

1,287,565

5,629,659

4,932,262

Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests

76,286

(508

)

204,321

(7,996

)

(Loss) income from unconsolidated entities

(7,727

)

6,969

4,468

1,563

Gain on real estate dispositions

3,311

6,727

38,579

57,009

Income tax benefit

1,122

45,539

14,150

37,775

Net income

72,992

58,727

261,518

88,351

Net income attributable to noncontrolling interests

2,790

1,892

10,137

7,198

Net income attributable to common stockholders

70,202

56,835

251,381

81,153

Earnings per common share

Basic:

Net income

0.15

0.14

0.57

0.21

Net income attributable to common stockholders

0.15

0.13

0.55

0.20

Diluted:

Net income

0.15

0.14

0.57

0.21

Net income attributable to common stockholders

0.15

0.13

0.54

0.19

Weighted average shares used in computing earnings per common share

Basic

471,138

421,496

455,082

411,770

Diluted

480,763

427,612

462,615

416,366

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)

Q4 YoY

2025

2024

Change

’25-’24

2025

2024

Net income attributable to common stockholders

70,202

56,835

24%

251,381

81,153

Net income attributable to common stockholders per share

0.15

0.13

15%

0.54

0.19

Adjustments:

Depreciation and amortization on real estate assets

351,039

308,054

1,372,904

1,250,453

Depreciation on real estate assets related to noncontrolling interests

(4,450

)

(3,576

)

(16,846

)

(15,113

)

Depreciation on real estate assets related to unconsolidated entities

22,523

12,463

78,046

49,170

Gain on real estate dispositions

(3,311

)

(6,727

)

(38,579

)

(57,009

)

Gain on real estate dispositions related to noncontrolling interests

—

Loss (gain) on real estate dispositions related to unconsolidated entities

(3,182

)

(27,960

)

(3,216

)

Subtotal: Nareit FFO adjustments

365,869

307,032

1,367,565

1,224,294

Subtotal: Nareit FFO adjustments per share

0.76

0.72

2.96

2.94

Nareit FFO attributable to common stockholders

436,071

363,867

20%

1,618,946

1,305,447

Nareit FFO attributable to common stockholders per share

0.91

0.85

3.50

3.14

Adjustments:

(Gain) loss on derivatives, net

(46

)

18,405

(1,026

)

11,942

Non-cash impact of income tax benefit

(2,148

)

(46,022

)

(24,150

)

(43,486

)

Loss on extinguishment of debt, net

172

687

Transaction, transition and restructuring costs

(6,008

)

4,226

10,073

20,369

Amortization of other intangibles

119

112

477

400

Non-cash impact of changes to executive equity compensation plan

(2,787

)

(2,416

)

2,856

180

Significant disruptive events, net

(297

)

2,603

5,888

8,230

Reversal of allowance on loans receivable and investments, net

—

(166

)

Normalizing items related to noncontrolling interests and unconsolidated entities, net

2,118

(1,001

)

11,178

(2,012

)

Other normalizing items, net (1)

7,445

(14,236

)

25,856

Subtotal: Normalized FFO adjustments

(8,935

)

(16,633

)

(8,768

)

22,000

Subtotal: Normalized FFO adjustments per share

(0.02

)

(0.04

)

(0.02

)

0.05

Normalized FFO attributable to common stockholders

427,136

347,234

23%

1,610,178

1,327,447

Normalized FFO attributable to common stockholders per share

0.89

0.81

10%

3.48

3.19

Weighted average diluted shares

480,763

427,612

462,615

416,366

n/m - Not meaningful

(1) 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 a Senior Housing Triple-Net tenant. For the year ended December 31, 2024, primarily related to shareholder relations matters and certain legal matters.

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 our management to compare our 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) the non-cash impact of changes to our executive equity compensation plan; (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.

Beginning with the Company’s reported results for the first quarter 2026, we intend to exclude from the calculation of Normalized FFO the full amount recorded for non-cash stock-based compensation expense as we believe this is more closely comparable to the presentation of similar measures by key industry peers and is also consistent with our calculation of Adjusted EBITDA and the calculations for our financial covenant ratios under our credit facilities and senior notes indentures.

Nareit FFO and Normalized FFO presented herein may not be comparable to those presented by other real estate companies due to the fact that not all real estate companies use the same definitions. 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.

NON-GAAP FINANCIAL MEASURES RECONCILIATION

Full Year 2026 Guidance 1

Net Income and FFO Attributable to Common Stockholders 2

(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

$260

$310

$0.52

$0.62

Depreciation and amortization adjustments

1,566

$3.11

Nareit FFO attributable to common stockholders

$1,826

$1,876

$3.63

$3.73

Other adjustments 3,4

$0.15

Normalized FFO attributable to common stockholders 4

$1,902

$1,952

$3.78

$3.88

% Year-over-year growth 4

Weighted average diluted shares (in millions)

503

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 FFO and FAD Reconciliation.

4 Beginning with the first quarter 2026, the Company intends to add back non-cash stock-based compensation expense in its calculation of Normalized FFO. The Company's full year guidance for 2026 Normalized FFO per share gives effect to this change and the Normalized FFO per share year-over-year growth rate was calculated using a comparable methodology for both 2025 and 2026. This change in methodology in 2025 has, and in 2026 is expected to have, an impact on Normalized FFO per share of $0.08.

Select Guidance Assumptions:

NON-GAAP FINANCIAL MEASURES RECONCILIATION

Fourth Quarter 2025 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 December 31, 2025

SHOP

OM&R

NNN

Non-Segment

Total

Net income attributable to common stockholders

70,202

Adjustments:

Interest and other income

(7,877

)

Interest expense

154,468

Depreciation and amortization

352,723

General, administrative and professional fees

41,008

Loss on extinguishment of debt, net

Transaction, transition and restructuring costs

(6,008

)

Other expense

10,091

Loss from unconsolidated entities

7,727

Gain on real estate dispositions

(3,311

)

Income tax benefit

(1,122

)

Net income attributable to noncontrolling interests

2,790

NOI

330,852

149,896

129,713

10,283

620,744

Adjustments:

Straight-lining of rental income

—

(2,836

)

(7,231

)

—

(10,067

)

Non-cash rental income

—

(2,853

)

(5,222

)

—

(8,075

)

Cash payments, fees and other consideration

—

961

—

961

NOI not included in cash NOI 1

2,112

(680

)

(2,724

)

—

(1,292

)

Non-segment NOI

—

(10,283

)

(10,283

)

Cash NOI

332,964

144,488

114,536

—

591,988

Adjustments:

Cash NOI not included in Same-Store

(97,343

)

(4,347

)

(4,001

)

—

(105,691

)

Same-Store Cash NOI

235,621

140,141

110,535

—

486,297

Percentage increase (decrease)

15.4

3.7

(1.3

7.8

1 Includes consolidated properties. Excludes 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 business segment as of the transition date.

For the Three Months Ended December 31, 2024

SHOP

OM&R

NNN

Non-Segment

Total

Net income attributable to common stockholders

56,835

Adjustments:

Interest and other income

(8,305

)

Interest expense

153,206

Depreciation and amortization

308,772

General, administrative and professional fees

41,434

Loss on extinguishment of debt, net

Transaction, transition and restructuring costs

4,226

Other expense

38,855

Income from unconsolidated entities

(6,969

)

Gain on real estate dispositions

(6,727

)

Income tax benefit

(45,539

)

Net income attributable to noncontrolling interests

1,892

NOI

234,677

143,332

153,197

6,489

537,695

Adjustments:

Straight-lining of rental income

—

(1,014

)

2,389

—

1,375

Non-cash rental income

—

(1,818

)

(11,129

)

—

(12,947

)

NOI not included in cash NOI 1

1,296

(2,262

)

(28,679

)

—

(29,645

)

Non-segment NOI

—

(6,489

)

(6,489

)

NOI impact from change in FX

237

—

131

—

368

Cash NOI

236,210

138,238

115,909

—

490,357

Adjustments:

Cash NOI not included in Same-Store

(32,044

)

(3,118

)

(3,877

)

—

(39,039

)

NOI impact from change in FX not in Same-Store

(14

)

—

(14

)

Same-Store Cash NOI

204,152

135,120

112,032

—

451,304

NON-GAAP FINANCIAL MEASURES RECONCILIATION

Full Year 2025 Same-Store Cash NOI by Segment

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

For the Year Ended December 31, 2025

SHOP

OM&R

NNN

Non-Segment

Total

Net income attributable to common stockholders

251,381

Adjustments:

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 attributable to noncontrolling interests

10,137

NOI

1,184,064

590,169

588,073

30,748

2,393,054

Adjustments:

Straight-lining of rental income

—

(11,100

)

(37,752

)

—

(48,852

)

Non-cash rental income

—

(9,263

)

(29,559

)

—

(38,822

)

Cash payments, fees and other consideration

—

5,570

—

5,570

NOI not included in cash NOI 1

6,056

(5,222

)

(59,414

)

—

(58,580

)

Non-segment NOI

—

(30,748

)

(30,748

)

Cash NOI

1,190,120

570,154

461,348

—

2,221,622

Adjustments:

Cash NOI not included in Same-Store

(312,122

)

(27,822

)

(36,303

)

—

(376,247

)

Same-Store Cash NOI

877,998

542,332

425,045

—

1,845,375

Percentage increase (decrease)

15.4

2.5

(0.2

7.6

For the Year Ended December 31, 2024

SHOP

OM&R

NNN

Non-Segment

Total

Net income attributable to common stockholders

81,153

Adjustments:

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 attributable to noncontrolling interests

7,198

NOI

866,383

579,271

606,225

17,204

2,069,083

Adjustments:

Straight-lining of rental income

—

(10,181

)

5,087

—

(5,094

)

Non-cash rental income

—

(8,112

)

(46,015

)

—

(54,127

)

Cash payments, fees and other consideration

—

3,000

—

3,000

NOI not included in cash NOI 1

5,610

(10,611

)

(117,723

)

(122,724

)

Non-segment NOI

—

(17,204

)

(17,204

)

NOI impact from change in FX

(3,860

)

—

428

—

(3,432

)

Cash NOI

868,133

553,367

448,002

—

1,869,502

Adjustments:

Cash NOI not included in Same-Store

(107,849

)

(24,065

)

(22,233

)

—

(154,147

)

NOI impact from change in FX not in Same-Store

247

—

247

Same-Store Cash NOI

760,531

529,302

425,769

—

1,715,602

NON-GAAP FINANCIAL MEASURES RECONCILIATION

Adjusted EBITDA and Net Debt

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

For the Year Ended

For the Three Months Ended

December 31, 2025

September 30, 2025

December 31, 2024

Net income attributable to common stockholders

251,381

70,202

66,047

56,835

Adjustments:

Interest expense

612,246

154,468

158,124

153,206

Loss on extinguishment of debt, net

172

119

Taxes (including tax amounts in general, administrative and professional fees)

(10,128

)

(105

)

(5,210

)

(44,153

)

Depreciation and amortization

1,379,140

352,723

357,173

308,772

Non-cash stock-based compensation expense

38,734

6,319

5,905

4,648

Transaction, transition and restructuring costs

10,073

(6,008

)

5,472

4,226

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

(31,914

)

(8,383

)

(8,061

)

(6,902

)

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

131,078

42,820

18,238

24,368

Gain on real estate dispositions

(38,579

)

(3,311

)

(1,283

)

(6,727

)

Unrealized foreign currency gain

270

644

234

362

(Gain) loss on derivatives, net

(765

)

—

8,362

21,173

Significant disruptive events, net

5,888

(297

)

1,161

2,603

Other normalizing items, net 1

(14,292

)

(14,298

)

7,446

Adjusted EBITDA

2,333,304

609,134

591,983

525,872

Adjustment for current period activity

77,737

(1,614

)

5,269

15,885

Further Adjusted EBITDA

2,411,041

607,520

597,252

541,757

Further Adjusted EBITDA annualized

2,411,041

2,430,080

2,389,008

2,167,028

Total debt

13,011,016

12,571,614

13,522,551

Cash and cash equivalents

(741,067

)

(741,067

)

(188,617

)

(897,850

)

Restricted cash pertaining to debt

(24,845

)

(24,845

)

(36,515

)

(32,588

)

Partners’ share of consolidated debt

(328,171

)

(328,171

)

(324,932

)

(310,881

)

Ventas’ share of unconsolidated debt

732,515

724,279

676,839

Net debt

12,649,448

12,745,829

12,958,071

Net debt / Further Adjusted EBITDA

5.2 x

5.3 x

6.0 x

1 For the year ended December 31, 2025, 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. For the year ended December 31, 2024, primarily related to shareholder relations matters and certain legal matters.

The Company believes that Net debt and Adjusted Pro Forma EBITDA 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.

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 (i) non-cash charges related to leases, 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.

Adjusted Pro Forma EBITDA

Adjusted Pro Forma EBITDA considers the pro forma effect on Adjusted EBITDA of 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 Adjusted Pro Forma 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 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 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 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 change in occupancy or NOI; or (v) for SHOP and NNN reportable 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, all portfolio performance-based disclosures 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.