Ventas(VTR) - 2025 Q4 - Annual Report

Financial Performance and Ownership - As of December 31, 2025, Atria Senior Living, Inc. accounted for 17.7% of total NOI and 14.1% of segment properties in the SHOP segment[40] - The NNN segment's significant tenant concentration includes Brookdale Senior Living, Inc. at 6.2% of total NOI and 5.6% of segment properties[56] - The company held a 34% ownership interest in Atria, allowing for minority rights and the appointment of two board members[41] - The company has a 6.6% ownership interest in Ardent, contributing to its investment portfolio[59] - Government reimbursement programs, such as Medicare and Medicaid, are significant sources of revenue for the company and its tenants[98] Operational Strategy and Development - The company has engaged in development and redevelopment activities to maximize property value and increase NOI[62] - The Ventas Fund focuses on core and core plus life science, outpatient medical, and senior housing real estate investments in North America[61] - The company faces competition from various healthcare REITs and investors, impacting its ability to capitalize on investment opportunities[65] Employee Engagement and Development - As of December 31, 2025, the company had 542 employees, none of whom are subject to a collective bargaining agreement[67] - More than 42% of employees have been promoted or transferred internally for new opportunities, reflecting the company's commitment to career development[74] - The company offers an industry-leading compensation and benefits package, including low employee contributions for medical, dental, and vision plans[72] - The company is focused on attracting and retaining qualified employees, which is critical for its competitive success[67] - The company conducts annual employee engagement surveys to measure progress on key metrics and identify improvement opportunities[71] - The company maintains a robust short- and long-term succession planning process for its senior management team, including the CEO[75] Regulatory and Compliance Risks - The company is subject to extensive federal, state, and local healthcare laws and regulations that impact its operations and financial condition[89] - The company is subject to federal, state, and international data privacy and cybersecurity laws, which may impose substantial compliance costs[108] - Violations of HIPAA regulations could result in significant civil and criminal penalties for the company and its tenants[109] - The company faces potential tax liabilities in Canada and the UK, as its REIT status does not provide special tax treatment in those jurisdictions[117] Environmental and Market Risks - Environmental regulations may impose liability for hazardous substance remediation on the company as a property owner or secured lender[123] - The company may incur substantial liabilities and costs if any of its properties are found to be contaminated with hazardous substances, which could exceed the property's value[125] - The company may be held primarily or jointly liable for costs related to the investigation and cleanup of properties with actual or threatened releases of regulated materials, regardless of prior knowledge[126] - The company generally has a right to indemnification by tenants or borrowers for contamination caused by them under the terms of its leases and loans[127] - The company has agreed to indemnify managers and tenants against environmental claims resulting from conditions arising before the lease or management commencement date[128] Changes in Healthcare Regulations - Changes in Medicare and Medicaid programs may lead to reduced reimbursement rates, impacting the financial performance of tenants and borrowers[99] - The shift from traditional fee-for-service models to alternative payment models could adversely affect the results of operations for the company and its tenants[100] - Senior housing communities in Canada are subject to various provincial regulations, which may include government funding or subsidies for certain categories of residences[105] - In the UK, senior housing operations are regulated under the Health and Social Care Act, requiring compliance with care standards and registration of service providers[106] Corporate Sustainability and Market Risk - The company emphasizes corporate sustainability initiatives that align with its business strategy and enhance shareholder value[79] - The information regarding market risk is incorporated by reference from the Management's Discussion and Analysis of Financial Condition and Results of Operations[466] - The OBBBA, enacted on July 4, 2025, includes provisions for permanent extension of the 20% deduction for "qualified REIT dividends" for individual and non-corporate taxpayers[122] - The OBBBA also increases the REIT asset test limit for taxable REIT subsidiaries from 20% to 25% starting after December 31, 2025[122]