Market Trends & Opportunities - Senior living REITs like Ventas and Welltower are experiencing significant gains, with Welltower shares up over 40% [1] - Over 4 million baby boomers will reach 80 years old in the next 5 years, driving occupancy rates in senior living communities to new highs [2] - Ventas, a senior living REIT with a $31 billion market capitalization, has seen its stock rise approximately 14% year-to-date [2] - The industry is seeing returns in the sevens going in with low to mid-teens on levered IRRs, indicating significant growth in assets [3] Investment & Development - Ventas is buying billions of dollars a year in senior living assets below replacement costs [3] - Annual inventory growth at senior living facilities in Q2 dropped below 1% for the first time since NIC began tracking this in 2006 [4] - The number of senior housing units under construction in the fourth quarter of last year was fewer than 22,000, the lowest in over a decade [5] - Construction labor scarcity, material costs, and current rent levels are making new development returns challenging to justify [5] - Population growth is expected to more than offset even the highest level of new development in senior housing [5]

Core Insights - Ventas, Inc. has selected Discovery Senior Living to manage 15 senior living communities across multiple U.S. states, indicating a long-term partnership focused on operational excellence and value creation [1][4] - The communities will be integrated into three of Discovery's Management Companies, which will utilize specialized practices and market insights to enhance performance [2][9] - The partnership has shown consistent development since 2021, with the potential for increased occupancy in the newly managed communities [3] Transition Details - Discovery will begin operations for specific communities in September, with a complete transition expected by the end of 2025 [4][9] - The transition aims to align both companies in terms of operational excellence and resident satisfaction [4] Company Performance - Ventas has a diverse portfolio of healthcare real estate assets in key U.S. and U.K. markets, positioning it to benefit from favorable industry fundamentals [5] - The company has experienced a 5.3% increase in shares over the past three months, contrasting with a 0.7% decline in the industry [6]

Group 1: Merck - Merck offers a dividend yield of approximately 4.1%, significantly higher than the healthcare sector's average of 1.8% [2] - The company has a history of increasing its dividend for 15 consecutive years, making it an attractive option for dividend investors [2] - Concerns exist regarding the expiration of current patents and reliance on the oncology drug Keytruda for revenue, but Merck's strong R&D capabilities and scale provide long-term stability [3][4] Group 2: Ventas - Ventas, a REIT focused on senior housing, has a dividend yield of 2.8% and previously cut its dividend during the pandemic [6][7] - The dividend cut allowed Ventas to adapt its business model towards growth, increasing its ownership and operational exposure to properties [8] - The company reported a 9% year-over-year increase in adjusted funds from operations in the second quarter, indicating potential for future dividend increases [9] Group 3: Omega Healthcare Investors - Omega Healthcare has a high dividend yield of 6.7%, maintaining its payout without cuts during the pandemic [10] - The company is experiencing a recovery with an 8% rise in adjusted funds from operations in the second quarter, suggesting sustainability of its dividend [11] - Omega's focus on senior housing positions it for growth as the sector rebounds post-pandemic, making it an appealing option for income-seeking investors [12] Group 4: Overall Healthcare Sector Insights - Despite the average healthcare stock yield being only 1.8%, Merck, Ventas, and Omega Healthcare present attractive dividend opportunities [13] - Merck is recognized for its reliable dividend payments and strong business fundamentals, while Ventas is repositioning for growth and Omega is stabilizing post-pandemic [14]

Core Insights - Discovery Senior Living has been selected by Ventas, Inc. to operate 15 senior living communities across multiple U.S. states, marking an expansion of their multi-year relationship focused on operational excellence and long-term value creation [1][3]. Group 1: Operational Transition - Discovery is set to begin operations for select communities in September 2025, with all communities transitioning by the end of 2025 [2]. - The 15 communities will be integrated into three of Discovery's Management Companies (ManCos): Integral Senior Living (ISL), Discovery Management Group (DMG), and Terrabella Senior Living, which are designed to optimize performance through tailored operating practices [2][4]. Group 2: Strategic Relationship - The expansion of the relationship with Ventas is seen as a significant milestone, reflecting confidence in Discovery's ability to create exceptional living environments for seniors [3]. - Since 2021, the relationship has grown based on strong operational performance and collaboration, with the 15 communities having significant occupancy potential [3][4]. Group 3: Market Position and Performance - Discovery operates over 140 communities in the states where the new assets are located, allowing for immediate synergies and operational leverage [4]. - The company is positioned to capitalize on historic demand growth in senior housing, supported by a unique operating platform that combines local execution with national support [5][8]. Group 4: Company Overview - Discovery Senior Living is the largest privately held operator in the U.S., with nearly 40,000 units across more than 360 communities in nearly 40 states [8]. - The company has over 18,000 employees and is recognized for performance, innovation, and customized lifestyle experiences, having been certified as a Great Place To Work for four consecutive years [8].

PART I—FINANCIAL INFORMATION [Item 1. Consolidated Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Consolidated%20Financial%20Statements%20(Unaudited)) This section presents Ventas, Inc.'s unaudited consolidated financial statements, including balance sheets, statements of income, comprehensive income, equity, and cash flows, along with detailed notes explaining accounting policies, business segments, credit risk, acquisitions, dispositions, debt, and other financial instruments [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) - Total assets **increased by** **$288 million** from December 31, 2024, to June 30, 2025, while total liabilities **decreased by** **$493 million**, leading to a **$762.8 million** **increase** in total equity[8](index=8&type=chunk) | Metric | As of June 30, 2025 (in thousands) | As of December 31, 2024 (in thousands) | | :--------------------------------- | :---------------------------------- | :----------------------------------- | | Total assets | $26,474,929 | $26,186,906 | | Total liabilities | $14,553,769 | $15,047,081 | | Total equity | $11,592,461 | $10,829,596 | [Consolidated Statements of Income](index=5&type=section&id=Consolidated%20Statements%20of%20Income) - For the six months ended June 30, 2025, total revenues **increased by** **$378.07 million** (**15.7%**) year-over-year, and net income attributable to common stockholders **significantly increased by** **$110.06 million**, resulting in a diluted EPS of **$0.25**, **up from** **$0.01** in the prior year[10](index=10&type=chunk) | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :---------------------------------- | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Total revenues | $1,420,893 | $1,200,980 | $2,778,967 | $2,400,894 | | Total expenses | $1,378,235 | $1,220,064 | $2,695,368 | $2,427,480 | | Net income | $71,462 | $21,168 | $119,818 | $8,628 | | Net income attributable to common stockholders | $68,264 | $19,387 | $115,132 | $5,075 | | Basic EPS attributable to common stockholders | $0.15 | $0.05 | $0.26 | $0.01 | | Diluted EPS attributable to common stockholders | $0.15 | $0.05 | $0.25 | $0.01 | [Consolidated Statements of Comprehensive Income](index=7&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) - For the six months ended June 30, 2025, comprehensive income attributable to common stockholders **increased by** **$91.43 million** (**390.3%**) year-over-year, **primarily driven by** higher net income[12](index=12&type=chunk) | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :------------------------------------------ | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net income | $71,462 | $21,168 | $119,818 | $8,628 | | Total other comprehensive income | $3,015 | $777 | $3,468 | $15,854 | | Comprehensive income | $74,477 | $21,945 | $123,286 | $24,482 | | Comprehensive income attributable to common stockholders | $66,531 | $21,532 | $114,854 | $23,423 | [Consolidated Statements of Equity](index=8&type=section&id=Consolidated%20Statements%20of%20Equity) - Total Ventas stockholders' equity **increased by** **$758.12 million** from December 31, 2024, to June 30, 2025, **primarily due to** net income and issuance of common stock for stock plans, restricted stock grants and other, **partially offset by** dividends[19](index=19&type=chunk) | Metric | As of June 30, 2025 (in thousands) | As of December 31, 2024 (in thousands) | | :--------------------------------- | :--------------------------------- | :--------------------------------- | | Total Ventas stockholders' equity | $11,529,388 | $10,771,267 | | Noncontrolling interests | $63,073 | $58,329 | | Total equity | $11,592,461 | $10,829,596 | [Consolidated Statements of Cash Flows](index=12&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) - Net cash **provided by** operating activities **increased by** **$194.16 million** (**32.2%**) year-over-year for the six months ended June 30, 2025[22](index=22&type=chunk) - Net cash **used in** investing activities **increased significantly by** **$676.78 million** (**164.5%**) **due to** higher real estate investments[22](index=22&type=chunk)[297](index=297&type=chunk)[298](index=298&type=chunk) - Financing activities **shifted from a net cash use** to a **net cash provision**, **increasing by** **$143.26 million** (**105.8%**)[22](index=22&type=chunk)[297](index=297&type=chunk)[298](index=298&type=chunk)[299](index=299&type=chunk) | Cash Flow Activity | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :--------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net cash provided by operating activities | $796,482 | $602,320 | | Net cash used in investing activities | $(1,088,164) | $(411,387) | | Net cash provided by (used in) financing activities | $7,830 | $(135,427) | | Net (decrease) increase in cash, cash equivalents and restricted cash | $(283,852) | $55,506 | [Notes to Consolidated Financial Statements](index=15&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) [NOTE 1—DESCRIPTION OF BUSINESS](index=15&type=section&id=NOTE%201—DESCRIPTION%20OF%20BUSINESS) Ventas, Inc. is a REIT focused on healthcare real estate, including senior housing, medical buildings, research centers, and hospitals across North America and the UK. The company operates through three reportable segments: SHOP, OM&R, and NNN, with performance evaluated based on Net Operating Income (NOI) - Ventas, Inc. is a REIT with **1,395 properties** as of June 30, 2025, serving a growing aging population[27](index=27&type=chunk) | Segment | NOI (Six Months Ended June 30, 2025, in thousands) | Percentage of Total NOI | Segment Properties | | :-------------------------------- | :------------------------------------------------- | :---------------------- | :------------------- | | Senior housing operating portfolio (SHOP) | $550,916 | **47.6%** | 683 | | Outpatient medical and research portfolio (OM&R) | $292,528 | **25.3%** | 415 | | Triple-net leased properties (NNN) | $301,322 | **26.0%** | 259 | | Non-segment | $12,647 | **1.1%** | n/a | | Total | $1,157,413 | **100.0%** | **1,357** | [NOTE 2—ACCOUNTING POLICIES](index=16&type=section&id=NOTE%202—ACCOUNTING%20POLICIES) This note outlines the company's adherence to GAAP for interim financial reporting, including the use of estimates and principles of consolidation. It also details recent accounting standards updates, such as ASU 2023-09 (Income Tax Disclosures), SEC Release No. 33-11275 (Climate-Related Disclosures), and ASU 2024-03 (Disaggregation of Income Statement Expenses), and their potential impact - ASU 2023-09 (Improvements to Income Tax Disclosures) is **effective** for fiscal years beginning after December 15, 2024, requiring specific categories in rate reconciliation and additional information for significant reconciling items[39](index=39&type=chunk) - The SEC's climate-related disclosure rule (SEC Release No. 33-11275) is **effective** for annual reporting periods beginning in fiscal year 2025, though it is currently stayed and under judicial review[40](index=40&type=chunk) - ASU 2024-03 (Disaggregation of Income Statement Expenses) is **effective** for annual reporting periods beginning after December 15, 2026, requiring footnote disclosure of disaggregated income statement expenses[41](index=41&type=chunk) [NOTE 3—CONCENTRATION OF CREDIT RISK](index=17&type=section&id=NOTE%203—CONCENTRATION%20OF%20CREDIT%20RISK) Ventas is exposed to credit risk from tenants in its NNN and OM&R segments, as these tenants are obligated to pay rent and property-related expenses. The note summarizes the contribution of major tenants (Brookdale, Ardent, Kindred) to total revenues and NOI - All Brookdale and Kindred rent, and **substantially all** Ardent rent, is guaranteed by a corporate parent[46](index=46&type=chunk) | Tenant | Contribution as a Percentage of Total Revenues (Q2 2025) | Contribution as a Percentage of Total Revenues (Q2 2024) | Contribution as a Percentage of Total NOI (Q2 2025) | Contribution as a Percentage of Total NOI (Q2 2024) | | :------- | :------------------------------------------------------- | :------------------------------------------------------- | :------------------------------------------------ | :------------------------------------------------ | | Brookdale | **2.8%** | **3.1%** | **6.8%** | **7.2%** | | Ardent | **2.7%** | **3.1%** | **6.5%** | **7.3%** | | Kindred | **2.5%** | **2.8%** | **5.9%** | **6.6%** | [NOTE 4—ACQUISITIONS OF REAL ESTATE PROPERTY](index=18&type=section&id=NOTE%204—ACQUISITIONS%20OF%20REAL%20ESTATE%20PROPERTY) Ventas acquires healthcare properties to grow and diversify its portfolio. In the first half of 2025, the company acquired 23 senior housing communities, with additional acquisitions in July 2025 - During the six months ended June 30, 2025, Ventas **Acquired** **23 senior housing communities** in its SHOP segment for an aggregate purchase price of **$961.5 million**[51](index=51&type=chunk) - In July 2025, Ventas **Acquired** an additional **five senior housing communities** in its SHOP segment for **$147.7 million**[51](index=51&type=chunk) [NOTE 5—DISPOSITIONS, ASSETS HELD FOR SALE AND IMPAIRMENTS](index=20&type=section&id=NOTE%205—DISPOSITIONS,%20ASSETS%20HELD%20FOR%20SALE%20AND%20IMPAIRMENTS) This note details the company's property dispositions, assets classified as held for sale, and real estate impairment charges recognized during the reporting periods - For the six months ended June 30, 2025, Ventas **Sold** **one SHOP community** and **10 NNN properties** for **$159.0 million**, recognizing a **$13.2 million gain**[52](index=52&type=chunk) - In June 2025, a sales-type lease for **12 OM&R properties** resulted in a **$20.8 million gain** on real estate disposition[54](index=54&type=chunk) - Real estate impairments for the six months ended June 30, 2025, totaled **$57.2 million**, **primarily in** SHOP (**$26.0 million**) and OM&R (**$31.1 million**), **due to** changes in intent to hold or expected future cash flows[56](index=56&type=chunk) | Segment | Properties Held for Sale (June 30, 2025) | Assets Held for Sale (June 30, 2025, in thousands) | Liabilities Related to Assets Held for Sale (June 30, 2025, in thousands) | | :------ | :--------------------------------------- | :------------------------------------------------- | :------------------------------------------------------------------------ | | SHOP | 4 | $41,608 | $2,852 | | OM&R | 3 | $7,328 | $401 | | NNN | 2 | $1,156 | $189 | | Total | 9 | $50,092 | $3,442 | [NOTE 6—LOANS RECEIVABLE AND INVESTMENTS, NET](index=21&type=section&id=NOTE%206—LOANS%20RECEIVABLE%20AND%20INVESTMENTS,%20NET) This note provides a summary of Ventas's loans receivable and investments, categorized as secured loans receivable and non-mortgage loans receivable, which relate to senior housing and healthcare operators or properties - Total loans receivable and investments, net, **increased by** **$31.57 million** from December 31, 2024, to June 30, 2025[59](index=59&type=chunk) | Category | Carrying Amount as of June 30, 2025 (in thousands) | Carrying Amount as of December 31, 2024 (in thousands) | | :------------------------------------ | :----------------------------------------------- | :----------------------------------------------- | | Secured loans receivable and investments, net | $183,652 | $144,872 | | Non-mortgage loans receivable, net | $20,915 | $28,129 | | Total loans receivable and investments, net | $204,567 | $173,001 | [NOTE 7—INVESTMENTS IN UNCONSOLIDATED ENTITIES](index=21&type=section&id=NOTE%207—INVESTMENTS%20IN%20UNCONSOLIDATED%20ENTITIES) Ventas holds equity method investments in unconsolidated real estate entities, including the Ventas Fund, and operating entities like Atria and Ardent, providing various services for fees - Management fees **earned from** unconsolidated real estate entities were **$7.8 million** for the six months ended June 30, 2025, **up from** **$7.7 million** in the prior year[63](index=63&type=chunk) - Ventas holds a **34%** ownership interest in Atria and an approximately **6.7%** ownership interest in Ardent[64](index=64&type=chunk)[65](index=65&type=chunk) | Investment | Carrying Amount as of June 30, 2025 (in thousands) | Carrying Amount as of December 31, 2024 (in thousands) | | :------------------------------------ | :----------------------------------------------- | :----------------------------------------------- | | Ventas Fund | $274,774 | $267,202 | | Research & Innovation Development Joint Venture | $301,526 | $309,499 | | Total investments in unconsolidated real estate entities | $626,571 | $626,122 | [NOTE 8—INTANGIBLES](index=23&type=section&id=NOTE%208—INTANGIBLES) This note provides a summary of Ventas's intangible assets and liabilities, including above-market lease intangibles, in-place lease and other real estate intangibles, goodwill, and below-market lease intangibles - Net intangible assets **slightly decreased by** **$0.57 million**, while net intangible liabilities **decreased by** **$5.11 million** from December 31, 2024, to June 30, 2025[68](index=68&type=chunk) | Category | Balance as of June 30, 2025 (in thousands) | Balance as of December 31, 2024 (in thousands) | | :--------------------------------- | :----------------------------------------- | :----------------------------------------- | | Acquired lease intangibles | $1,556,165 | $1,558,751 | | Goodwill | $1,046,384 | $1,044,915 | | Net intangible assets | $1,357,915 | $1,358,482 | | Net intangible liabilities | $70,085 | $75,197 | [NOTE 9—OTHER ASSETS](index=24&type=section&id=NOTE%209—OTHER%20ASSETS) This note summarizes the components of Ventas's 'Other assets,' which include straight-line rent receivables, deferred lease costs, accounts receivable, investments in unconsolidated operating entities, and other items like stock warrants - Total Other assets **decreased by** **$58.76 million** from December 31, 2024, to June 30, 2025, **primarily due to a decrease** in accounts receivable and other assets, **including** the exercise and sale of Brookdale Warrants[71](index=71&type=chunk) | Category | As of June 30, 2025 (in thousands) | As of December 31, 2024 (in thousands) | | :--------------------------------- | :--------------------------------- | :--------------------------------- | | Straight-line rent receivables | $219,331 | $202,675 | | Deferred lease costs, net | $152,846 | $145,973 | | Accounts receivable, net | $72,400 | $108,138 | | Investment in unconsolidated operating entities | $99,827 | $95,623 | | Total Other assets | $733,902 | $792,663 | [NOTE 10—SENIOR NOTES PAYABLE AND OTHER DEBT](index=25&type=section&id=NOTE%2010—SENIOR%20NOTES%20PAYABLE%20AND%20OTHER%20DEBT) This note details Ventas's debt structure, including senior notes, credit facilities, commercial paper, and term loans. It also covers derivative instruments used for hedging interest rate risk and provides a schedule of debt maturities - Ventas **repaid** **$450.0 million** of 2.65% Senior Notes and **$600.0 million** of 3.50% Senior Notes in January and February 2025, respectively[89](index=89&type=chunk) - In June 2025, Ventas Realty **issued** **$500.0 million** of **5.10%** Senior Notes due 2032[89](index=89&type=chunk) - As of June 30, 2025, Ventas had a **$3.5 billion** unsecured revolving credit facility with **$1.4 million** **outstanding** and **$0.8 million** **restricted for letters of credit**[77](index=77&type=chunk)[79](index=79&type=chunk) - For the six months ended June 30, 2025, Ventas **entered into** **$200.0 million** notional amount of 10-year treasury locks to hedge interest rate risk on future debt issuances[99](index=99&type=chunk) | Debt Type | As of June 30, 2025 (in thousands) | As of December 31, 2024 (in thousands) | | :--------------------------------- | :--------------------------------- | :--------------------------------- | | Senior notes payable and other debt | $13,056,312 | $13,522,551 | | Maturity Year | Total Maturities (in thousands) | | :-------------- | :------------------------------ | | 2025 | $550,987 | | 2026 | $2,110,232 | | 2027 | $1,634,616 | | 2028 | $1,570,363 | | 2029 | $1,701,145 | | Thereafter | $5,587,531 | | Total | $13,154,874 | [NOTE 11—FAIR VALUES OF FINANCIAL INSTRUMENTS](index=30&type=section&id=NOTE%2011—FAIR%20VALUES%20OF%20FINANCIAL%20INSTRUMENTS) This note provides an overview of fair value measurements for financial instruments, classifying them into Level 1, 2, and 3 hierarchies based on input observability. It summarizes the carrying amounts and fair values of assets and liabilities measured on a recurring or nonrecurring basis - Derivative instrument assets **primarily consist of** interest rate swaps (Level 2) and Scion Warrants (Level 3)[107](index=107&type=chunk) - Real estate impairment charges are **generally measured using** Level 3 inputs, based on company-specific assumptions about marketability, net operating income, and capitalization/discount rates[110](index=110&type=chunk) | Financial Instrument | Carrying Amount (June 30, 2025, in thousands) | Fair Value (June 30, 2025, in thousands) | | :--------------------------------- | :-------------------------------------------- | :--------------------------------------- | | Cash and cash equivalents | $614,200 | $614,200 | | Secured loans receivable and investments, net | $183,652 | $184,534 | | Senior notes payable and other debt, gross | $13,154,874 | $13,135,881 | | Derivative instruments (assets) | $22,286 | $22,286 | | Derivative instruments (liabilities) | $7,365 | $7,365 | [NOTE 12—COMMITMENTS AND CONTINGENCIES](index=32&type=section&id=NOTE%2012—COMMITMENTS%20AND%20CONTINGENCIES) Ventas is involved in various legal proceedings and may be contractually obligated to indemnify third parties. The company also provides guarantees and similar contingent obligations, none of which have triggered a liability as of June 30, 2025 - Management believes current legal proceedings will not have a **material adverse effect** on the company[112](index=112&type=chunk) - As of June 30, 2025, **no triggering events** related to guarantees, indemnities, or similar contingent obligations have occurred, so no contingent liability is recorded[116](index=116&type=chunk) [NOTE 13—INCOME TAXES](index=33&type=section&id=NOTE%2013—INCOME%20TAXES) Ventas operates as a REIT, generally exempt from U.S. federal corporate income taxes on distributed income, but its Taxable REIT Subsidiaries (TRSs) are subject to federal, state, and foreign income taxes. The note details the income tax provision/benefit and factors influencing it - The six months ended June 30, 2025, saw an **income tax benefit** of **$6.7 million**, **primarily due to the reversal** of valuation allowances against net deferred tax assets of certain TRS entities[119](index=119&type=chunk) - The **income tax expense** for the three and six months ended June 30, 2024, was **primarily due to the enactment** of Bill C-59 in Canada, limiting interest expense deductions for Canadian entities[119](index=119&type=chunk) | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :------------------------- | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Consolidated provision for income taxes | $(3,874) | $(7,766) | $6,683 | $(4,762) | [NOTE 14—STOCKHOLDERS' EQUITY](index=34&type=section&id=NOTE%2014—STOCKHOLDERS'%20EQUITY) This note outlines changes in stockholders' equity, including the At-The-Market (ATM) offering program for common stock sales, an increase in authorized common stock, and the components of accumulated other comprehensive loss - In June 2025, the ATM Sales Agreement was **amended**, **increasing the aggregate gross sales price** of common stock available for issuance to **$2.25 billion**, with **$2.0 billion** **remaining available** as of June 30, 2025[123](index=123&type=chunk) - During the six months ended June 30, 2025, Ventas **entered into equity forward sales agreements** for **22.8 million shares**, **generating gross proceeds of** **$1.5 billion**, and **settled** **16.4 million shares** for **$1.1 billion** **net cash proceeds**[125](index=125&type=chunk) - In May 2025, stockholders **approved an increase** in authorized common stock from **600 million** to **1.2 billion shares**[128](index=128&type=chunk) | Component | As of June 30, 2025 (in thousands) | As of December 31, 2024 (in thousands) | | :--------------------------------- | :--------------------------------- | :--------------------------------- | | Foreign currency translation loss | $(28,622) | $(34,341) | | Unrealized loss on available for sale securities | $(1,500) | $(2,118) | | Unrealized (loss) gain on derivative instruments | $(3,682) | $2,933 | | Total Accumulated other comprehensive loss | $(33,804) | $(33,526) | [NOTE 15—EARNINGS PER SHARE](index=35&type=section&id=NOTE%2015—EARNINGS%20PER%20SHARE) This note provides the calculation of basic and diluted earnings per share (EPS) for common stockholders, detailing the numerator (net income attributable to common stockholders) and denominator (weighted average shares outstanding, adjusted for dilutive securities) - The **dilutive effect** of Exchangeable Notes was **included in** the computation of diluted EPS for the three and six months ended June 30, 2025, but was **antidilutive** in the prior year periods[133](index=133&type=chunk) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income attributable to common stockholders | $68,264 (in thousands) | $19,387 (in thousands) | $115,132 (in thousands) | $5,075 (in thousands) | | Basic EPS attributable to common stockholders | $0.15 | $0.05 | $0.26 | $0.01 | | Diluted EPS attributable to common stockholders | $0.15 | $0.05 | $0.25 | $0.01 | | Weighted average shares (basic) | 452,583 (in thousands) | 408,097 (in thousands) | 446,314 (in thousands) | 405,747 (in thousands) | | Weighted average shares (diluted) | 459,088 (in thousands) | 411,823 (in thousands) | 453,000 (in thousands) | 409,472 (in thousands) | [NOTE 16—SEGMENT INFORMATION](index=36&type=section&id=NOTE%2016—SEGMENT%20INFORMATION) Ventas operates through three reportable business segments: Senior Housing Operating Portfolio (SHOP), Outpatient Medical and Research Portfolio (OM&R), and Triple-Net Leased Properties (NNN). The Chief Operating Decision Maker (CODM) evaluates segment performance and allocates resources based on Net Operating Income (NOI) - SHOP segment NOI **increased by** **33.7%** for Q2 2025 and **31.9%** for YTD Q2 2025, **driven by** revenue growth from **increased occupancy** and **revenue per occupied room**, and net acquisitions[195](index=195&type=chunk)[222](index=222&type=chunk) - OM&R segment NOI **increased marginally by** **0.1%** for Q2 2025 and **0.2%** for YTD Q2 2025, **primarily due to** **new leasing activity** and **high tenant retention**[199](index=199&type=chunk)[227](index=227&type=chunk) - NNN segment NOI **decreased by** **1.1%** for Q2 2025 and **0.2%** for YTD Q2 2025, **mainly due to** properties converting to SHOP and dispositions, **partially offset by** acquisitions and contractual rent escalators[202](index=202&type=chunk)[229](index=229&type=chunk) | Segment | Total Revenues (Q2 2025, in thousands) | NOI (Q2 2025, in thousands) | Total Revenues (YTD Q2 2025, in thousands) | NOI (YTD Q2 2025, in thousands) | | :-------------------------------- | :------------------------------------- | :-------------------------- | :----------------------------------------- | :------------------------------ | | SHOP | $1,032,714 | $286,412 | $2,001,618 | $550,916 | | OM&R | $221,487 | $146,486 | $443,486 | $292,528 | | NNN | $152,702 | $148,736 | $308,815 | $301,322 | | Non-Segment | $13,990 | $6,492 | $25,048 | $12,647 | | Total | $1,420,893 | $588,126 | $2,778,967 | $1,157,413 | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=41&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on Ventas, Inc.'s financial condition and results of operations, including an overview of the company, business strategy, market trends, 2025 highlights, new legislation impacts, critical accounting policies, and detailed analysis of financial performance for the three and six months ended June 30, 2025 and 2024 [Cautionary Statements](index=41&type=section&id=Cautionary%20Statements) This section highlights that the report contains forward-looking statements subject to various uncertainties and factors that could cause actual results to differ materially. It advises careful review of risks and uncertainties affecting the business and future financial performance - Forward-looking statements are based on management's beliefs and assumptions, but actual events or results could differ materially **due to** numerous uncertainties and factors[156](index=156&type=chunk) - Key risk factors **include** exposure to evolving governmental policies, macroeconomic conditions (inflation, interest rates), potential legal actions, reliance on third-party managers, access to capital markets, and ability to navigate industry trends[157](index=157&type=chunk) [Company Overview](index=43&type=section&id=Company%20Overview) Ventas, Inc. is a REIT specializing in healthcare real estate, including senior housing, medical buildings, and research centers across North America and the UK. It operates through SHOP, OM&R, and NNN segments, with performance evaluated by NOI - Ventas owns or has investments in **1,395 properties** as of June 30, 2025, with **1,357** in reportable segments and **38** in unconsolidated entities[160](index=160&type=chunk) - The company maintains REIT status, which generally exempts it from U.S. federal corporate income taxes on distributed taxable income[161](index=161&type=chunk) | Segment | Total NOI (Six Months Ended June 30, 2025, in thousands) | Percentage of Total NOI | | :-------------------------------- | :------------------------------------------------- | :---------------------- | | Senior housing operating portfolio (SHOP) | $550,916 | **47.6%** | | Outpatient medical and research portfolio (OM&R) | $292,528 | **25.3%** | | Triple-net leased properties (NNN) | $301,322 | **26.0%** | | Non-segment | $12,647 | **1.1%** | | Total | $1,157,413 | **100.0%** | [Business Strategy](index=44&type=section&id=Business%20Strategy) Ventas's enduring strategy focuses on delivering shareholder value by enabling exceptional environments for the aging population. Key objectives include profitable organic growth in senior housing, value-creating external growth, strong execution across its portfolio, and maintaining financial strength - The strategy aims for consistent, superior total returns through profitable organic growth in senior housing, value-creating external growth, strong execution, and maintaining financial strength, flexibility, and liquidity[166](index=166&type=chunk) - The objective is to generate reliable and growing cash flows to support regular cash dividends and **increase** stockholder value[167](index=167&type=chunk) [Market Trends](index=44&type=section&id=Market%20Trends) Ventas's operations are influenced by economic and market conditions. The senior housing sector is expected to benefit from strong supply/demand fundamentals, including robust demand growth and low projected supply growth. Broader macroeconomic factors like interest rates and inflation also impact business performance - Senior housing is **expected to benefit from** **strong supply/demand fundamentals**, characterized by **robust projected demand growth** and **low projected supply growth**[168](index=168&type=chunk) - Business performance and growth are **dependent on** the broader macroeconomic environment, **including** consumer sentiment, interest rates, inflation, and GDP growth[168](index=168&type=chunk) [2025 Highlights](index=44&type=section&id=2025%20Highlights) Key highlights for 2025 **include** significant acquisitions in senior housing, strategic dispositions, enhanced liquidity through an increased revolving credit facility, repayment of senior notes, and active equity offerings - **Acquired** **23 senior housing communities** for **$961.5 million** during the six months ended June 30, 2025, and an additional **five senior housing communities** for **$147.7 million** in July 2025[172](index=172&type=chunk) - **Sold** **one senior housing community** and **10 NNN properties** for **$159.0 million**, recognizing a **$13.2 million gain**, and a sales-type lease for **12 OM&R properties** resulted in a **$20.8 million gain**[172](index=172&type=chunk) - **Achieved** **$4.7 billion** in liquidity as of June 30, 2025, **including** **$3.5 billion** availability under the unsecured revolving credit facility (**increased from** **$2.75 billion** in April 2025)[172](index=172&type=chunk) - **Repaid** **$1.05 billion** in senior notes due 2025 and **issued** **$500.0 million** of **5.10%** Senior Notes due 2032[178](index=178&type=chunk) - **Entered into equity forward sales agreements** for **24.1 million shares** with **gross proceeds of** **$1.6 billion** year-to-date through July 30, 2025[179](index=179&type=chunk) - **Stockholders approved an increase** in authorized common stock from **600 million** to **1.2 billion shares** in May 2025[179](index=179&type=chunk) [New Legislation](index=46&type=section&id=New%20Legislation) The recently signed H.R. 1 Bill **includes** provisions impacting REITs and their investors, such as the permanent extension of the 20% deduction for qualified REIT dividends, an increased asset test limit for TRSs, and a change to the interest deduction limit calculation - H.R. 1 **permanently extended** the **20% deduction** for 'qualified REIT dividends' for individual and non-corporate stockholders[178](index=178&type=chunk) - The Bill **increased the percentage limit** under the REIT asset test applicable to TRSs from **20% to 25%** for taxable years beginning after December 31, 2025[178](index=178&type=chunk) - The **30% interest deduction limit** under Section 163(j) of the Code will apply to Ventas by excluding depreciation, amortization, and depletion from 'adjusted taxable income' (EBITDA-based) for taxable years beginning after December 31, 2024[181](index=181&type=chunk) [Critical Accounting Policies and Estimates](index=48&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) The financial statements are prepared in accordance with GAAP, requiring management to make estimates and assumptions that affect reported amounts. These estimates are periodically reevaluated, and no material changes to critical accounting policies have occurred in 2025 - Preparation of financial statements requires estimates and assumptions regarding future events, which are based on experience and deemed reasonable under the circumstances[183](index=183&type=chunk) - **No material changes** to critical accounting policies have occurred in 2025[184](index=184&type=chunk) [Recent Accounting Standards](index=48&type=section&id=Recent%20Accounting%20Standards) This section discusses recent FASB and SEC accounting updates, **including** ASU 2023-09 (Income Tax Disclosures), SEC Release No. 33-11275 (Climate-Related Disclosures), and ASU 2024-03 (Disaggregation of Income Statement Expenses), and their **effective** dates and potential impacts on the company's financial statements - ASU 2023-09 (Income Tax Disclosures) is **effective** for fiscal years beginning after December 15, 2024, and Ventas is evaluating its impact[185](index=185&type=chunk) - The SEC's climate-related disclosure rule (SEC Release No. 33-11275) is **effective** for annual reporting periods beginning in fiscal year 2025, but its **implementation is currently stayed** **due to** legal challenges[186](index=186&type=chunk) - ASU 2024-03 (Disaggregation of Income Statement Expenses) is **effective** for annual reporting periods beginning after December 15, 2026, and Ventas is evaluating its impact[187](index=187&type=chunk)[188](index=188&type=chunk) [Results of Operations](index=49&type=section&id=Results%20of%20Operations) This section provides a detailed analysis of Ventas's financial performance for the three and six months ended June 30, 2025, compared to the same periods in 2024, broken down by business segment (SHOP, OM&R, NNN, and Non-segment) and corporate results [Three Months Ended June 30, 2025 and 2024](index=50&type=section&id=Three%20Months%20Ended%20June%2030,%202025%20and%202024) For the three months ended June 30, 2025, Ventas reported a significant increase in net income attributable to common stockholders, **driven by** strong SHOP segment NOI growth and improved performance from unconsolidated entities, despite higher corporate expenses - Same-Store SHOP NOI **increased by** **13.3%** for Q2 2025, **driven by** **higher average occupancy** (**87.6%** vs. **85.2%**) and **revenue per occupied room** (**$5,261** vs. **$4,998**)[197](index=197&type=chunk) - Same-Store OM&R NOI **increased by** **1.0%** for Q2 2025, **primarily due to** **higher average occupancy** (**89.9%** vs. **89.6%**) and **new leasing activity**[200](index=200&type=chunk) - Same-Store NNN NOI **increased by** **2.3%** for Q2 2025, **mainly due to** a net **increase** in contractual rent escalators and timing of rent collection[204](index=204&type=chunk)[205](index=205&type=chunk) | Metric | Q2 2025 (in thousands) | Q2 2024 (in thousands) | Increase (Decrease) to Net Income (in thousands) | % Change | | :-------------------------------------------------------------------------------- | :--------------------- | :--------------------- | :----------------------------------------------- | :------- | | Net income attributable to common stockholders | $68,264 | $19,387 | $48,877 | nm | | Total NOI | $588,126 | $514,354 | $73,772 | **14.3%** | | SHOP NOI | $286,412 | $214,241 | $72,171 | **33.7%** | | OM&R NOI | $146,486 | $146,273 | $213 | **0.1%** | | NNN NOI | $148,736 | $150,428 | $(1,692) | (**1.1%**) | | Non-segment NOI | $6,492 | $3,412 | $3,080 | **90.3%** | | Interest expense | $(150,298) | $(149,259) | $(1,039) | (**0.7%**) | | Depreciation and amortization | $(347,719) | $(339,848) | $(7,871) | (**2.3%**) | | General, administrative and professional fees | $(42,856) | $(37,727) | $(5,129) | (**13.6%**) | | Gain on real estate dispositions | $33,816 | $49,670 | $(15,854) | (**31.9%**) | | Income tax expense | $(3,874) | $(7,766) | $3,892 | **50.1%** | [Six Months Ended June 30, 2025 and 2024](index=56&type=section&id=Six%20Months%20Ended%20June%2030,%202025%20and%202024) For the six months ended June 30, 2025, Ventas experienced a **substantial increase** in net income attributable to common stockholders, **primarily from** robust SHOP segment growth and a **shift to an income tax benefit**, despite **higher depreciation and administrative costs** - Same-Store SHOP NOI **increased by** **14.2%** for YTD Q2 2025, **driven by** **higher average occupancy** (**87.5%** vs. **84.8%**) and **revenue per occupied room** (**$5,229** vs. **$4,997**)[224](index=224&type=chunk) - Same-Store OM&R NOI **increased by** **1.4%** for YTD Q2 2025, **primarily due to** **higher average occupancy** (**89.9%** vs. **89.7%**) and **new leasing activity**[228](index=228&type=chunk) - Same-Store NNN NOI **increased by** **2.0%** for YTD Q2 2025, **mainly due to** a net **increase** in contractual rent escalators and timing of rent collection[230](index=230&type=chunk) | Metric | YTD Q2 2025 (in thousands) | YTD Q2 2024 (in thousands) | Increase (Decrease) to Net Income (in thousands) | % Change | | :-------------------------------------------------------------------------------- | :------------------------- | :------------------------- | :----------------------------------------------- | :------- | | Net income attributable to common stockholders | $115,132 | $5,075 | $110,057 | nm | | Total NOI | $1,157,413 | $1,018,238 | $139,175 | **13.7%** | | SHOP NOI | $550,916 | $417,724 | $133,192 | **31.9%** | | OM&R NOI | $292,528 | $291,842 | $686 | **0.2%** | | NNN NOI | $301,322 | $302,058 | $(736) | (**0.2%**) | | Non-segment NOI | $12,647 | $6,614 | $6,033 | **91.2%** | | Interest expense | $(299,654) | $(299,192) | $(462) | (**0.2%**) | | Depreciation and amortization | $(669,244) | $(640,103) | $(29,141) | (**4.6%**) | | General, administrative and professional fees | $(96,005) | $(86,464) | $(9,541) | (**11.0%**) | | Gain on real estate dispositions | $33,985 | $50,011 | $(16,026) | (**32.0%**) | | Income tax benefit (expense) | $6,683 | $(4,762) | $11,445 | nm | [Non-GAAP Financial Measures](index=60&type=section&id=Non-GAAP%20Financial%20Measures) This section presents non-GAAP financial measures, **including** Nareit Funds From Operations (FFO) and Normalized FFO attributable to common stockholders, and Net Operating Income (NOI), which management uses to evaluate operating performance and provide investors with supplemental insights into the company's real estate operations [Nareit Funds From Operations and Normalized Funds From Operations Attributable to Common Stockholders](index=61&type=section&id=Nareit%20Funds%20From%20Operations%20and%20Normalized%20Funds%20From%20Operations%20Attributable%20to%20Common%20Stockholders) FFO and Normalized FFO are key supplemental measures for REITs, excluding real estate depreciation, amortization, and gains/losses on sales, to provide a clearer view of operating performance. Normalized FFO further adjusts for non-recurring or non-cash items - FFO is defined by Nareit as net income attributable to common stockholders, excluding gains/losses from real estate sales, impairment write-downs, and adding back real estate depreciation and amortization, with adjustments for unconsolidated entities and noncontrolling interests[247](index=247&type=chunk) - Normalized FFO further excludes items like gains/losses on derivatives, non-cash income tax impacts, debt extinguishment gains/losses, transaction costs, and other normalizing items[247](index=247&type=chunk) | Metric | Q2 2025 (in thousands) | Q2 2024 (in thousands) | YTD Q2 2025 (in thousands) | YTD Q2 2024 (in thousands) | | :------------------------------------------ | :--------------------- | :--------------------- | :------------------------- | :------------------------- | | Nareit FFO attributable to common stockholders | $395,343 | $317,192 | $774,102 | $610,096 | | Normalized FFO attributable to common stockholders | $400,143 | $329,119 | $776,865 | $645,694 | [NOI](index=63&type=section&id=NOI) Net Operating Income (NOI) is a non-GAAP measure used to assess unlevered property-level operating results and compare performance across periods. It is defined as total revenues less interest and other income, property-level operating expenses, and third-party capital management expenses - NOI is considered an **important supplemental measure** for assessing unlevered property-level operating results and comparing performance consistently across periods[250](index=250&type=chunk) - Same-Store NOI **includes** properties owned, consolidated, and operational for the full comparison periods, with specific criteria for **including** newly acquired, developed, or transitioned properties[252](index=252&type=chunk) | Metric | Q2 2025 (in thousands) | Q2 2024 (in thousands) | YTD Q2 2025 (in thousands) | YTD Q2 2024 (in thousands) | | :----- | :--------------------- | :--------------------- | :------------------------- | :------------------------- | | NOI | $588,126 | $514,354 | $1,157,413 | $1,018,238 | [Concentration Risk](index=64&type=section&id=Concentration%20Risk) Ventas evaluates concentration risk by analyzing its investment mix (by asset type) and operations mix (by manager/tenant and geographic location) to understand potential impacts of economic downturns or adverse events | Asset Type | Investment Mix (June 30, 2025) | Investment Mix (December 31, 2024) | | :--------------------------------- | :----------------------------- | :--------------------------------- | | Senior housing communities | **68.3%** | **67.3%** | | Outpatient medical buildings | **19.0%** | **19.7%** | | Research centers | **5.7%** | **5.3%** | | Other healthcare facilities | **4.4%** | **4.5%** | | IRFs and LTACs | **1.9%** | **2.0%** | | Skilled nursing facilities (SNFs) | **0.7%** | **1.2%** | [Triple-Net Lease Performance and Expirations](index=66&type=section&id=Triple-Net%20Lease%20Performance%20and%20Expirations) This section discusses the risks associated with triple-net leases, **including** tenant defaults and non-renewals, and provides a summary of lease expirations for OM&R and NNN segments over the next decade and beyond - **Tenant failures or non-renewals** of triple-net leases could **adversely affect** Ventas, as repositioning properties on favorable terms may be challenging[259](index=259&type=chunk) - During the six months ended June 30, 2025, there were **no material triple-net lease renewals or expirations** without renewal[259](index=259&type=chunk) | Expiration Year | OM&R Annualized Base Rent (in thousands) | NNN Annualized Base Rent (in thousands) | % of Total OM&R and NNN Annualized Base Rent | | :-------------- | :--------------------------------------- | :-------------------------------------- | :------------------------------------------- | | 2025 | $38,484 | $66,308 | **9%** | | 2026 | $62,345 | $40,556 | **9%** | | 2027 | $87,855 | $10,518 | **9%** | | 2028 | $71,142 | $46,571 | **10%** | | 2029 | $74,117 | $11,870 | **8%** | | 2030 | $58,713 | $87,115 | **13%** | | Thereafter | $58,019 | $208,710 | **23%** | [Liquidity and Capital Resources](index=66&type=section&id=Liquidity%20and%20Capital%20Resources) Ventas's liquidity is **primarily derived from** cash flows from operations, debt and equity issuances, and credit facilities. The company's principal liquidity needs **include** funding operating expenses, debt service, acquisitions, and capital expenditures, which are expected to be met through a combination of internal and external capital sources - **Principal liquidity sources** **include** cash flows from operations, proceeds from debt and equity issuances, borrowings under credit facilities, and asset sales[263](index=263&type=chunk) - **Key liquidity needs** for the next 12 months **include** funding operating expenses, debt service, acquisitions, development, capital expenditures, and stockholder distributions[264](index=264&type=chunk) - As of June 30, 2025, the **$3.5 billion** unsecured revolving credit facility had **$1.4 million** **outstanding** and **$0.8 million** **restricted for letters of credit**[267](index=267&type=chunk) - Ventas Realty has **$862.5 million** in **3.75%** Exchangeable Senior Notes due 2026 **outstanding**, exchangeable at **$54.76** per share[272](index=272&type=chunk)[274](index=274&type=chunk) - During the six months ended June 30, 2025, net cash **provided by** operating activities **increased by** **$194.2 million**, while net cash **used in** investing activities **increased by** **$676.8 million** **due to** higher real estate investments[297](index=297&type=chunk)[298](index=298&type=chunk) - Financing activities **shifted from a net cash use** in 2024 to a **net cash provision** in 2025, **primarily due to a** **$573.0 million** **increase** in common stock issuances, **partially offset by a** **$427.5 million** net **decrease** in debt[299](index=299&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=74&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section discusses Ventas's exposure to market risks, **primarily related to** changes in interest rates and foreign currency exchange rates. It details the company's debt structure, weighted average interest rates, and sensitivity analysis for interest rate fluctuations - Ventas is **primarily exposed to market risk** from changes in interest rates on variable rate debt and foreign currency exchange rates **due to** Canadian and UK operations[307](index=307&type=chunk)[315](index=315&type=chunk) - A **hypothetical 100 basis point increase** in the weighted average interest rate on variable rate debt would **increase annualized interest expense by approximately** **$12.2 million**, or **$0.03** per diluted common share[311](index=311&type=chunk) - The **fair value of fixed rate debt is sensitive** to market interest rate changes, but these changes **do not affect current interest expense** until maturity or refinancing[313](index=313&type=chunk) | Debt Type | Balance (June 30, 2025, in thousands) | Percentage of Total Debt (June 30, 2025) | Weighted Average Interest Rate (June 30, 2025) | | :--------------------------------- | :------------------------------------ | :--------------------------------------- | :--------------------------------------------- | | Fixed rate debt | $11,933,875 | **90.8%** | **4.2%** (Senior notes/Exchangeable senior notes) | | Variable rate debt | $1,220,999 | **9.2%** | **5.0%** (Unsecured revolving credit facility) | | Total | $13,154,874 | **100.0%** | **4.3%** | [Item 4. Controls and Procedures](index=77&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, **including** the CEO and CFO, evaluated the **effectiveness** of Ventas's disclosure controls and procedures as of June 30, 2025, concluding they were **effective**. There were **no material changes** in internal control over financial reporting during the second quarter of 2025 - The Chief Executive Officer and Chief Financial Officer **concluded that disclosure controls and procedures were effective** as of June 30, 2025[316](index=316&type=chunk) - **No material changes in internal controls** over financial reporting occurred during the second quarter of 2025[317](index=317&type=chunk) PART II—OTHER INFORMATION [Item 1. Legal Proceedings](index=78&type=section&id=Item%201.%20Legal%20Proceedings) This section incorporates by reference the information on commitments and contingencies from Note 12 of the Consolidated Financial Statements, stating that there have been **no new material legal proceedings** or developments since the 2024 Annual Report - **No new material legal proceedings** or material developments in reported legal proceedings occurred in the second quarter of 2025[319](index=319&type=chunk) [Item 1A. Risk Factors](index=78&type=section&id=Item%201A.%20Risk%20Factors) This section states that there were **no significant new risk factors** identified in the second quarter of 2025 beyond those disclosed in the 2024 Annual Report - **No significant new risk factors** were identified in the second quarter of 2025 compared to the 2024 Annual Report[320](index=320&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=78&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section summarizes the issuer's purchases of equity securities during the quarter ended June 30, 2025, which **primarily represent** shares withheld to cover taxes on vesting restricted stock and stock option exercises - **Repurchases represent shares withheld** to pay taxes on the vesting of restricted stock and restricted stock units, and/or to pay taxes on the exercise price of stock options[321](index=321&type=chunk) | Period | Number of Shares Repurchased | Average Price Per Share | | :-------------------- | :--------------------------- | :---------------------- | | April 1 through April 30 | 24,054 | $65.56 | | May 1 through May 31 | 508 | $66.43 | | June 1 through June 30 | 1,086 | $64.28 | | Total | 25,648 | $65.52 | [Item 3. Defaults Upon Senior Securities](index=78&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is marked as **not applicable**, **indicating no defaults** upon senior securities during the reporting period - **This item is not applicable**, **indicating no defaults** upon senior securities[322](index=322&type=chunk) [Item 4. Mine Safety Disclosures](index=78&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is marked as **not applicable**, as the company does not have operations requiring mine safety disclosures - **This item is not applicable**[323](index=323&type=chunk) [Item 5. Other Information](index=78&type=section&id=Item%205.%20Other%20Information) This section states that during the three months ended June 30, 2025, **none of** the company's directors or officers adopted, terminated, or modified any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements - **No directors or officers adopted, terminated, or modified** Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the three months ended June 30, 2025[324](index=324&type=chunk) [Item 6. Exhibits](index=79&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of the Form 10-Q, **including** the Restated Certificate of Incorporation, Supplemental Indenture, certifications, and XBRL data - Exhibits **include** the Restated Certificate of Incorporation, Tenth Supplemental Indenture, List of Guarantors and Issuers of Guaranteed Securities, and various certifications (31.1, 31.2, 32.1, 32.2)[327](index=327&type=chunk) - The report **includes** **XBRL formatted financial statements** and a **Cover Page Interactive Data File**[327](index=327&type=chunk)

Core Insights - Ventas, Inc. (VTR) reported second-quarter 2025 normalized funds from operations (FFO) per share of 87 cents, exceeding the Zacks Consensus Estimate of 85 cents, marking a 9% increase year-over-year [1][8] - The company achieved revenues of $1.42 billion in the second quarter, surpassing the Zacks Consensus Estimate of $1.37 billion, and reflecting an 18.3% year-over-year growth [2][8] - Ventas has raised its guidance for 2025 normalized FFO per share to a range of $3.41-$3.46, compared to the previous range of $3.36-$3.46 [7][9] Financial Performance - Same-store cash net operating income (NOI) for the total property portfolio increased by 6.6% year-over-year to $485.3 million [2][4] - The senior housing operating portfolio (SHOP) saw a 13.3% increase in same-store cash NOI year-over-year, reaching $226.1 million, supported by a 5.3% growth in average monthly revenues per occupied room [4][8] - The outpatient medical and research (OM&R) portfolio's same-store cash NOI improved by 1.7% year-over-year to $135.9 million, while the triple-net leased portfolio's same-store cash NOI rose by 1% to $123.4 million [5][8] Balance Sheet and Liquidity - Ventas ended the second quarter of 2025 with cash and cash equivalents of $614.2 million, a significant increase from $182.3 million as of March 31, 2025 [6] - The company reported $4.7 billion of liquidity at the end of the quarter, up from $2.9 billion as of March 31, 2025, with a net debt to further adjusted EBITDA ratio of 5.6 [6] Future Guidance - The total same-store cash NOI growth for 2025 is estimated to be between 6% and 8%, with the SHOP segment expected to grow between 12% and 16% [7][9] - The OM&R portfolio's same-store cash NOI is projected to grow between 2.25% and 2.75%, while the triple-net leased same-store cash NOI is expected to decline between negative 1.0% and negative 0.5% [9]

Financial Data and Key Metrics Changes - The company reported a normalized FFO per share of $0.87, representing a year-over-year growth of approximately 9% [31] - Total company same store cash NOI grew nearly 7%, with the SHOP segment increasing over 13% [31][34] - The full year normalized FFO guidance midpoint was raised to $3.44 per share, indicating an 8% year-over-year growth at the midpoint [7][34] Business Line Data and Key Metrics Changes - The SHOP communities in the U.S. delivered 18% same store cash NOI growth in Q2, with revenue growing over 8% for the entire same store SHOP portfolio [9][16] - The outpatient medical and research business reported same store cash NOI growth of 1.7% year-over-year, led by outpatient medical, which grew NOI by 2.2% [31] - The research business, representing about 8% of NOI, experienced a decline of less than 1% year-over-year due to lower rents on certain tenants [31] Market Data and Key Metrics Changes - The average occupancy in SHOP communities improved by 240 basis points year-over-year, with the U.S. leading with a growth of 290 basis points [16][19] - The outpatient medical segment increased same store occupancy by 20 basis points sequentially and 30 basis points year-over-year to 90.1% [32] Company Strategy and Development Direction - The company is executing a "one two three" strategy aimed at driving organic growth, making value-creating investments, and maximizing performance across its portfolio [6][7] - The focus is on expanding the SHOP footprint, with expectations that SHOP NOI will represent over half of the business by year-end [13] - The company anticipates significant demand growth in senior housing due to an aging population, with the 80+ population expected to grow by 28% in the next five years [12] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's positioning to capitalize on the growing aging population and the favorable supply-demand dynamics in the senior housing market [6][14] - The management team highlighted the importance of maintaining strong relationships with operators to drive performance and growth [21][22] - The company expects to continue experiencing strong occupancy and revenue growth, particularly in the SHOP segment, supported by data analytics and operational improvements [16][19] Other Important Information - The company raised its full year 2025 senior housing investment volume guidance to $2 billion, reflecting a growing pipeline of investment opportunities [10][28] - The balance sheet showed improvement, with a net debt to EBITDA ratio of 5.6 times, indicating a 40 basis point improvement since the start of the year [32] Q&A Session Summary Question: Can you provide additional color on the sequential occupancy gain in Q2 2025? - Management noted a strong movement activity throughout the year, particularly in June, with a sequential occupancy growth of 60 basis points [39] Question: How is the competitive landscape affecting your transaction activity? - Management indicated that while competition has increased, they have been able to maintain momentum in investment activity and continue to pursue high-performing communities [42][44] Question: Can you discuss the initiatives to improve move-ins? - Management highlighted the importance of data analytics and collaboration with operators to drive sales and improve occupancy rates [48] Question: What is the historical high for outpatient medical occupancy? - The historical high for outpatient medical occupancy is around 93-94%, with current occupancy hovering around 90% [58] Question: How does the company view the impact of the new healthcare bill? - Management expects minimal immediate impact from the bill, as many changes will take effect over a long period [53][54] Question: What are the expectations for the Brookdale transition? - The transition of 45 communities from triple net to SHOP is expected to double the NOI over time, with operators already engaged in the process [90][92]

Financial Data and Key Metrics Changes - Year over year normalized FFO per share grew by 9% to $0.87, with total company same store cash NOI increasing by 7% [5][29] - Full year normalized FFO guidance midpoint raised to $3.44 per share, representing 8% year over year growth at the midpoint [5][32] - Company-wide same store cash NOI growth expectations improved to 7% at the midpoint [6][33] Business Line Data and Key Metrics Changes - SHOP communities in the US delivered 18% same store cash NOI growth in Q2, with revenue growing over 8% for the entire same store SHOP portfolio [7][14] - Outpatient medical and research business reported same store cash NOI growth of 1.7% year over year, with outpatient medical growing NOI by 2.2% [29] - Research business, representing 8% of NOI, experienced a decline of less than 1% year over year due to lower rents on certain tenants [30] Market Data and Key Metrics Changes - The 65+ population is projected to represent 20% of the US population by 2030, driving demand for outpatient medical services [10] - New construction starts in senior housing are at record lows, with only 2,000 units started in Q2, leading to supply constraints [12] Company Strategy and Development Direction - The company is executing a "one two three" strategy focused on driving organic growth in SHOP communities, making value-creating investments in senior housing, and maximizing performance in the balance of the portfolio [5][6] - The strategy includes expanding the SHOP footprint and enhancing relationships with high-performing operators to drive growth [19][20] - The company anticipates continued multiyear NOI and occupancy growth opportunities due to favorable macro conditions and supply constraints [12][13] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's positioning to capitalize on the growing aging population and the favorable supply-demand dynamics in senior housing [4][10] - The company expects to continue improving its balance sheet and leverage through organic growth and equity-funded investments [30][31] - Management highlighted the importance of data analytics and operator relationships in driving performance and occupancy growth [20][79] Other Important Information - The company has raised its full year 2025 senior housing investment volume guidance to $2 billion, reflecting increased market activity and a growing pipeline of investments [8][25] - The company reported a record level of liquidity at $4.7 billion as of June 30, bolstered by recent capital raises [31] Q&A Session Summary Question: Can you provide additional color on the sequential occupancy gain in Q2 2025? - Management noted a strong occupancy growth of 60 basis points in June versus May, with July expected to maintain or exceed this momentum [36][38] Question: How is the competitive landscape affecting your transaction activity? - Management indicated that while competition has increased, they have been able to maintain momentum in investment activity and continue to pursue high-performing communities [39][40] Question: Can you discuss the initiatives to improve move-ins? - Management highlighted the effectiveness of data analytics and collaboration with operators to drive sales and improve occupancy, particularly in independent living [45][48] Question: What is the expected impact of the new healthcare bill? - Management expects minimal immediate impact from the bill, as many provisions will take effect over a long period, but sees potential benefits for outpatient medical services [51][52] Question: What is the historical high occupancy for the outpatient medical portfolio? - The historical high occupancy is around 93-94%, with current occupancy hovering around 90% [57][58] Question: How does the occupancy growth impact RevPOR? - Management explained that higher occupancy leads to better pricing opportunities, with significant margin expansion expected as occupancy increases [66][95]

Second Quarter 2025 Performance - Normalized FFO per share was $0.87, a ~9% YoY increase, driven by SHOP NOI growth and senior housing investment activity[11] - Total Company Same-Store Cash NOI grew 6.6% YoY, led by SHOP[11] - SHOP Same-Store Cash NOI increased by 13.3% YoY, or 15% YoY excluding a $3 million property tax refund in Q2 2024[12] - U S SHOP growth was ~16%, or over 18% YoY excluding the prior year property tax refund[12] 2025 Outlook - Senior housing investment guidance increased from $1.5 billion to $2.0 billion[12] - Normalized FFO per share midpoint improved by $0.03 to $3.44[15] - SHOP Same-Store Cash NOI growth guidance range is 12% - 16%[14] Capital & Portfolio - $1.1 billion of accretive senior housing investments closed year-to-date[12, 55] - ~$1.8 billion of equity raised, including ~$0.7 billion of unsettled equity forward sales agreements[12] - Liquidity of $4.7 billion as of June 30, 2025[12] - Net Debt to Further Adjusted EBITDA improved to 5.6x, a 0.4x reduction from year-end 2024[12]

Core Insights - Ventas reported revenue of $1.42 billion for the quarter ended June 2025, marking an 18.3% increase year-over-year, with EPS at $0.87 compared to $0.05 in the same quarter last year [1] - The revenue exceeded the Zacks Consensus Estimate of $1.37 billion, resulting in a surprise of +3.47%, while the EPS also surpassed the consensus estimate of $0.85 by +2.35% [1] Revenue Breakdown - Resident fees and services generated $1.03 billion, exceeding the average estimate of $977.05 million, reflecting a year-over-year increase of +26.3% [4] - Interest and other income amounted to $5.87 million, surpassing the average estimate of $2.98 million, with a year-over-year change of +21.7% [4] - Rental income from outpatient medical & research portfolio was $220.81 million, slightly below the average estimate of $222.56 million, showing a +0.9% year-over-year change [4] - Income from loans and investments reached $4.4 million, exceeding the average estimate of $4.31 million, with a significant year-over-year increase of +206.1% [4] - Total rental income was $373.52 million, slightly below the average estimate of $376.31 million [4] - Third-party capital management revenues were $4.4 million, in line with the average estimate of $4.38 million, reflecting a +1.5% change year-over-year [4] - Rental income from triple-net leased properties was $152.7 million, slightly below the average estimate of $153.51 million, indicating a -0.8% change year-over-year [4] - Net Earnings Per Share (Diluted) was reported at $0.15, exceeding the average estimate of $0.13 [4] Stock Performance - Ventas shares have returned +6.3% over the past month, outperforming the Zacks S&P 500 composite's +3.4% change [3] - The stock currently holds a Zacks Rank 3 (Hold), suggesting it may perform in line with the broader market in the near term [3]