VTR · Ventas

474 filings

8-K

VTR 8-K Current Reports

Ventas - 474 current reports

Filing record · 2016–202610-K1110-Q348-K128

Showing 1-50 of 474 filings

8-K

Earnings & ResultsExhibits & Filings

Ventas 8-K Report, Financial Results (Oct 27, 2026)

Ventas, Inc. (NYSE: VTR) reported results for the third quarter ended September 30, 2026, and raised its full-year 2026 guidance, citing 2026 accretive senior housing investment activity. Third-quarter Normalized FFO per share was $0.99, up 10% year-over-year, and Attributable Net Income per share was $0.13, down 7% from $0.14. Nareit FFO per share was $1.01, up 15%. Total Company Same-Store Cash NOI grew 11% year-over-year, with SHOP Same-Store Cash NOI up 16% (U.S. SHOP up 17%) and average occupancy in U.S. SHOP above 90%. The company closed $1.2 billion of senior housing investments in the third quarter and $5.2 billion year to date. To fund this activity, it settled 47.3 million shares under equity forward sales agreements for gross proceeds of $3.9 billion year to date, and had $0.8 billion of unsettled forward sales at September 30, 2026, totaling $4.7 billion of equity capital. Net Debt to Further Adjusted EBITDA improved to 4.4x from 5.3x in the year-earlier quarter, and liquidity was $4.5 billion. Full-year 2026 Normalized FFO per share guidance was raised to $3.87–$3.90 (midpoint $3.89) from $3.85–$3.90 (midpoint $3.88), and Attributable Net Income per share guidance rose to $0.64–$0.67 from $0.58–$0.63. Management attributed the increase primarily to accretive senior housing investments, partially offset by interest rates and foreign exchange. The filing furnishes the earnings release as Exhibit 99.1 under Item 2.02, and it is not deemed filed for purposes of Section 18 of the Exchange Act.

Oct 27, 2026 8-K

Leadership Changes

Ventas 8-K Report, Executive Changes (Sep 15, 2026)

Ventas, Inc. filed a Current Report on Form 8-K dated September 15, 2026, reporting under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers) the appointment of Laurida Sayed as Senior Vice President, Chief Accounting Officer and Controller. The Company approved the appointment on September 10, 2026, effective on or around October 5, 2026. Upon her start date, Robert F. Probst, Executive Vice President and Chief Financial Officer, will stop serving as interim Chief Accounting Officer but will remain Chief Financial Officer. Ms. Sayed, age 44, has served as Chief Accounting Officer of Cushman & Wakefield Ltd. since May 2024, and previously served there as Senior Vice President, Global Corporate Controller and as Vice President, Assistant Global Controller & Global Finance Transformation. She holds a Bachelor of Business Administration in Accounting from Grand Valley State University and is a registered Certified Public Accountant. Her offer letter provides an annual base salary of $500,000, a target annual bonus of 60% of base salary, and eligibility for the long-term incentive plan, with 2026 bonus and long-term incentive award prorated for her service during 2026. She will also receive a one-time cash sign-on bonus of $150,000 and a one-time restricted stock unit grant with a grant date fair value of $350,000 vesting ratably over three years, intended to offset compensation she forfeits by leaving her current employer. She entered into the Company's standard Employee Protection and Noncompetition Agreement. The filing states there are no arrangements or understandings relating to her selection, no family relationships with directors or executive officers, and no material interest in related-party transactions under Item 404(a).

Sep 15, 2026 8-K

Earnings & ResultsExhibits & Filings

Ventas 8-K Report, Financial Results (Jul 29, 2026)

Ventas, Inc. (NYSE: VTR) furnished an 8-K on July 29, 2026 under Item 2.02 (Results of Operations and Financial Condition), attaching its press release reporting results for the quarter ended June 30, 2026. The company reported second-quarter Attributable Net Income of $0.14 per share (versus $0.15 a year earlier), Nareit FFO of $0.99 per share (versus $0.86), and Normalized FFO of $0.97 per share (versus $0.89, up 9%). Total Company NOI grew 17% year-over-year and Same-Store Cash NOI grew 10%, with the senior housing operating portfolio (SHOP) same-store cash NOI up 16%. Management raised its full-year 2026 guidance, primarily because of increased senior housing investment activity. Normalized FFO per share guidance moved to $3.85–$3.90 (midpoint $3.88) from $3.82–$3.89 (midpoint $3.86), and the 2026 investment volume expectation rose to $4.5 billion from $3 billion. The company closed $2.2 billion of investments in the second quarter and $3.4 billion year to date, and settled 31.4 million shares under equity forward sales agreements for $2.6 billion gross proceeds year to date. Balance sheet metrics improved, with Net Debt to Further Adjusted EBITDA at 4.7x compared with 5.6x a year earlier and liquidity of $4.9 billion as of June 30, 2026. Cash and cash equivalents declined to $198.956 million from $741.067 million at December 31, 2025, while senior notes payable and other debt decreased to $12.69 billion from $13.01 billion. The earnings release and its appendix are furnished rather than filed, and the company is holding a conference call on July 30, 2026.

Jul 29, 2026 8-K

Leadership ChangesOther Events

Ventas 8-K Report, Executive Changes (Jun 15, 2026)

Ventas, Inc. (VTR) disclosed in an 8-K filed June 15, 2026 that Carey S. Roberts, Executive Vice President, General Counsel, Ethics & Compliance Officer and Corporate Secretary, has notified the Company of her intention to resign effective June 26, 2026. The filing states that Ms. Roberts intends to join Blackstone, Inc. as Senior Managing Director and General Counsel - Real Estate, and that she will remain in her role through the Effective Date. The Board thanked her for her contributions. Under an Item 8.01 disclosure, the filing states that Kevin M. Bohl, currently Senior Vice President, Deputy General Counsel and Assistant Corporate Secretary, will assume the responsibilities of General Counsel, Ethics & Compliance Officer and Corporate Secretary on an interim basis as of the Effective Date. The filing notes that Mr. Bohl has been with the Company since 2011. For investors, the filing is a leadership transition in the legal and governance function rather than a disclosure of financial results or operational changes. The filing does not state a permanent successor or the reasons for the departure.

Jun 15, 2026 8-K

Leadership ChangesShareholder MattersOther Events+1

Ventas 8-K Report, Executive Changes (May 15, 2026)

Ventas, Inc. (VTR) filed this Form 8-K on May 15, 2026 to report three matters: a separation agreement with an executive officer, the results of its 2026 Annual Meeting of Stockholders, and an amendment to its at-the-market (ATM) equity sales program. On May 12, 2026, the company entered into a separation and release agreement with Peter J. Bulgarelli, Executive Vice President, Outpatient Medical & Research, and President and CEO of Lillibridge Healthcare Services, Inc., in connection with his previously disclosed retirement on May 1, 2026. He will receive a prorated 2026 annual incentive bonus based on target performance through his retirement date, contingent on a standard release of claims and continued compliance with restrictive covenants. At the Annual Meeting held May 13, 2026, stockholders representing 444,592,209 shares, or 93.50%, of the 475,463,173 shares outstanding and entitled to vote were present. All 12 director nominees were elected to serve until the 2027 Annual Meeting. Stockholders also approved, on an advisory basis, the compensation of the named executive officers, with 392,256,709 votes for and 35,413,128 against. KPMG LLP was ratified as the independent registered public accounting firm for 2026, with 437,540,505 votes for and 6,812,572 against. On May 15, 2026, Ventas entered into Amendment No. 3 to its ATM Sales Agreement. The aggregate gross sales price of common stock now available for issuance under the agreement is $3.0 billion, excluding shares previously sold under the agreement before the amendment. Other material terms are unchanged. Shares will be sold under the company's Form S-3 registration statement (File No. 333-277185) and a related prospectus supplement, and the amendment includes forward sale provisions with a group of sales agents and forward purchasers.

May 15, 2026 8-K

Earnings & ResultsExhibits & Filings

Ventas 8-K Report, Financial Results (Apr 27, 2026)

Ventas, Inc. (NYSE: VTR) reported first quarter 2026 results on April 27, 2026, as furnished in Exhibit 99.1 to this Item 2.02 Form 8-K. Attributable Net Income per share was $0.11, compared with $0.10 a year earlier. Normalized FFO per share was $0.94, up 9% from $0.86, and Nareit FFO per share was $0.90, up 6% from $0.85. Growth was led by the senior housing operating portfolio (SHOP), where Same-Store Cash NOI rose more than 15% year over year, Same-Store Cash Operating Revenue grew nearly 9%, and average occupancy increased 310 basis points. Total Company NOI grew 14% year over year. The company closed $1.0 billion of senior housing investments in the first quarter and $1.7 billion year to date through April 2026. It raised its 2026 investment volume expectation to $3 billion from $2.5 billion. Management also cited $1.6 billion of unsettled equity forward sales agreements outstanding, and $0.8 billion of net proceeds from 10.6 million shares settled in the quarter, for total equity capital of $2.4 billion. Net Debt to Further Adjusted EBITDA improved to 5.0x from 5.7x a year earlier, and liquidity was $5.5 billion as of March 31, 2026. Full-year 2026 guidance was raised. Normalized FFO per share is now projected at $3.82 to $3.89 (midpoint $3.86), up from $3.78 to $3.88 (midpoint $3.83). Nareit FFO per share is now $3.69 to $3.76, and Attributable Net Income per share is $0.56 to $0.63. Management attributed the increase to higher property performance led by SHOP and investment accretion, partly offset by the market expectation of higher interest rates. The company also excludes non-cash stock-based compensation from Normalized FFO beginning in Q1 2026, with prior periods restated.

Apr 27, 2026 8-K

Leadership Changes

Ventas 8-K Report, Executive Changes (Feb 20, 2026)

Ventas, Inc. (VTR) filed a Form 8-K dated February 20, 2026 under Item 5.02 to disclose a leadership change in its finance organization. Gregory R. Liebbe, Senior Vice President, Chief Accounting Officer and Controller, informed the Company on February 16, 2026 that he is resigning to pursue other opportunities. His last day of employment will be February 27, 2026. The filing states that his decision is not the result of any disagreement with the Company, including on any matter relating to its accounting practices or financial reporting. The filing notes that Robert F. Probst, Executive Vice President and Chief Financial Officer, will assume the responsibilities of Chief Accounting Officer on an interim basis, effective with Mr. Liebbe's departure. The Company is conducting a comprehensive search for a permanent successor. Mr. Probst credited Mr. Liebbe with contributions to Ventas over the last 20 years, including the last 10 years as Chief Accounting Officer. The filing does not include any financial results, guidance, or compensation terms for the departing or interim officers. For investors, the key takeaways are the orderly, non-disagreement nature of the departure and the interim coverage of the accounting leadership role by the CFO while the search continues.

Feb 20, 2026 8-K

Other EventsExhibits & Filings

Ventas 8-K Report, Corporate Update (Feb 9, 2026)

Ventas, Inc. (VTR) entered into Amendment No. 2 to its ATM Sales Agreement on February 9, 2026, with a group of sales agents and forward purchasers. Under the amendment, the aggregate gross sales price of common stock now available for issuance under the Sales Agreement is $2.5 billion, excluding shares previously sold under the agreement before Amendment No. 2. The principal purpose of the amendment, among other things, was to add M&T Securities, Inc. as an additional Sales Agent. The remaining material terms of the Sales Agreement are unchanged. Shares offered and sold under the agreement, including any borrowed shares that the forward purchasers may sell, will be issued under the company's Form S-3 registration statement (File No. 333-277185) and a prospectus supplement filed the same day. The original agreement is dated September 18, 2024, and Amendment No. 1 is dated June 13, 2025. For investors, the filing establishes a capacity of up to $2.5 billion in potential equity issuance through at-the-market programs, which the filing notes could cause dilution from future sales or issuances of equity securities. The filing contains no pricing, proceeds, or issuance figures for shares sold to date.

Feb 9, 2026 8-K

Earnings & ResultsExhibits & Filings

Ventas 8-K Report, Financial Results (Feb 5, 2026)

Ventas, Inc. (NYSE: VTR) reported results for the fourth quarter and full year ended December 31, 2025, in a press release furnished as Exhibit 99.1 under Item 2.02. For the full year 2025, Attributable Net Income per share was $0.54 (versus $0.19 in 2024), Nareit FFO per share was $3.50 (versus $3.14), and Normalized FFO per share was $3.48 (versus $3.19). For the fourth quarter, Normalized FFO per share was $0.89 versus $0.81 a year earlier, and Total Company Same-Store Cash NOI grew 8%. Senior housing operating portfolio (SHOP) Same-Store Cash NOI grew over 15% for both the quarter and the year, led by 18% growth in the U.S. portfolio. The company closed $2.5 billion of senior housing investments in 2025 and raised $3.2 billion of equity during the year. Management issued 2026 guidance calling for Normalized FFO per share of $3.78 to $3.88 (midpoint $3.83) and Attributable Net Income per share of $0.52 to $0.62. Beginning in the first quarter of 2026, the company will exclude non-cash stock-based compensation expense from Normalized FFO, a change it says affects Normalized FFO per share by $0.08 in both 2025 and 2026. Guidance includes approximately $2.5 billion of 2026 senior housing investments and notes the expiry of non-cash rental income from the Brookdale lease on December 31, 2025. The company reported a Net Debt to Further Adjusted EBITDA ratio of 5.2x at year-end 2025, improved from 6.0x a year earlier, and $5.3 billion in liquidity. The board declared a quarterly common dividend of $0.52 per share, an 8% increase, payable April 16, 2026 to holders of record on March 31, 2026. The company also reported closing over $0.8 billion of senior housing investments so far in 2026.

Feb 5, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

Ventas 8-K Report, Material Agreement (Jan 7, 2026)

Ventas, Inc. (VTR) disclosed in this Form 8-K, dated January 7, 2026, that its operating partnership, Ventas Realty, Limited Partnership, entered into a Second Amendment to its Credit and Guaranty Agreement dated June 27, 2022, with Bank of America, N.A. as administrative agent. The Company, as guarantor, joined the amendment with the lenders identified in the agreement. The amendment increases the existing unsecured term loan facility from $500 million to $700 million and establishes a new unsecured delayed draw term loan facility with a principal amount of $550 million. The filing states that aggregate borrowing capacity under the credit agreement may be increased, at the Borrower's option, to up to $1.75 billion, subject to conditions in the agreement, including receipt of additional commitments. The amendment also makes certain technical changes. Proceeds from the term loan increase will be used to repay in full all outstanding indebtedness under the separate Credit and Guaranty Agreement dated September 6, 2023. After that repayment, the 2023 Credit Agreement and the Company's guarantee under it will terminate. The filing incorporates the amendment's disclosure under Item 2.03 as a direct financial obligation.

Jan 7, 2026 8-K

Other EventsExhibits & Filings

Ventas 8-K Report, Corporate Update (Dec 4, 2025)

On December 4, 2025, Ventas Realty, Limited Partnership, a wholly owned subsidiary of Ventas, Inc., issued and sold $500,000,000 in aggregate principal amount of its 5.000% Senior Notes due 2036 in a registered public offering under the existing Form S-3 registration statement of Ventas, Inc. and Ventas Realty. The Notes are guaranteed by Ventas, Inc. on a senior unsecured basis. The Notes were sold under an underwriting agreement dated December 2, 2025, among Ventas Realty, Ventas, Inc. and the underwriters named therein, and were issued under a base indenture dated February 23, 2018, as supplemented by an eleventh supplemental indenture dated December 4, 2025, with U.S. Bank Trust Company, National Association, as trustee. Ventas, Inc. intends to use the net proceeds for general corporate purposes, which may include repayment of other indebtedness, and to pay related fees and expenses. The filing is a routine debt issuance disclosure under Item 8.01 and reports no financial results, guidance or other operating developments. Its key terms are the note size, coupon, maturity and senior unsecured guarantee structure.

Dec 4, 2025 8-K

Leadership ChangesExhibits & Filings

Ventas 8-K Report, Executive Changes (Nov 17, 2025)

Ventas, Inc. (NYSE: VTR) announced on November 17, 2025 that Peter J. Bulgarelli, Executive Vice President, Outpatient Medical & Research and President and CEO of Lillibridge Healthcare Services, Inc., is expected to retire effective May 1, 2026. Mr. Bulgarelli will remain in his role through that date, giving the company lead time to conduct a comprehensive search for his replacement and to manage an orderly transition of duties to his successor. According to the accompanying press release (Exhibit 99.1), Chairman and CEO Debra A. Cafaro credited Bulgarelli with elevating the Outpatient Medical & Research and Lillibridge businesses, strengthening client and partner relationships, and achieving industry-leading tenant satisfaction and retention. Cafaro also noted that he has developed a deep bench of leaders across these businesses. Bulgarelli oversees the Outpatient Medical & Research and Triple-Net Leased Healthcare businesses and the wholly-owned property management and leasing subsidiary Lillibridge Healthcare Services. He joined Ventas in 2018 after a twenty-eight-year career at Jones Lang LaSalle. The filing describes a planned, advance-notice executive retirement rather than a financial event. It does not report any financial results, guidance, or changes to Ventas's operations beyond the leadership transition.

Nov 17, 2025 8-K

Earnings & ResultsExhibits & Filings

Ventas 8-K Report, Financial Results (Oct 29, 2025)

Ventas, Inc. (NYSE: VTR) reported third-quarter 2025 results for the quarter ended September 30, 2025, in a press release furnished as Exhibit 99.1 to this Item 2.02 Form 8-K. Attributable Net Income per share was $0.14, compared with $0.05 a year earlier. Normalized FFO per share was $0.88, an increase of 10% year over year. Total Company Net Operating Income grew 20% year over year, and Total Company Same-Store Cash NOI grew 8%. The senior housing operating portfolio (SHOP) grew Same-Store Cash NOI 16% year over year, with Same-Store Cash Operating Revenue up 8% and Same-Store Cash NOI Margin up 200 basis points. Management said SHOP now represents about half of the business. The company closed $1.1 billion of senior housing investments in the third quarter and $2.2 billion year to date through October 2025. It raised its 2025 senior housing investment volume expectation to $2.5 billion from $2.0 billion. Year to date through October 2025, Ventas settled 31.3 million shares under forward sales agreements for gross proceeds of $2.1 billion, and $0.5 billion of unsettled equity forward sales agreements remained outstanding. The company raised its full-year 2025 guidance. Normalized FFO per share is now expected at $3.45 to $3.48, up from $3.41 to $3.46, and Nareit FFO per share at $3.43 to $3.46, up from $3.38 to $3.43. Net Debt to Further Adjusted EBITDA improved to 5.3x from 6.3x a year earlier, and liquidity was $4.1 billion as of September 30, 2025.

Oct 29, 2025 8-K

Earnings & ResultsExhibits & Filings

Ventas 8-K Report, Financial Results (Jul 30, 2025)

Ventas, Inc. (NYSE: VTR) reported results for the second quarter ended June 30, 2025, in a press release furnished as Exhibit 99.1 under Item 2.02. Attributable net income per share was $0.15 versus $0.05 a year earlier, Normalized FFO per share was $0.87 (up 9% year-over-year), and Nareit FFO per share was $0.86 (up 12%). Growth was driven by the senior housing operating portfolio (SHOP), where same-store cash NOI rose 13% year-over-year and same-store cash operating revenue grew 8%, with average occupancy growth of 240 basis points and revenue per occupied room up 5%. Management raised its full-year 2025 guidance. Normalized FFO per share midpoint moved to $3.44 from $3.41 (range $3.41 to $3.46), and attributable net income per share midpoint rose to $0.50 from $0.48. The company increased its 2025 senior housing investment volume expectation to $2.0 billion from $1.5 billion, and it has closed $1.1 billion of senior housing investments year to date. Balance sheet metrics improved: Net Debt to Further Adjusted EBITDA was 5.6x at June 30, 2025, compared with 6.0x at December 31, 2024, and total liquidity was $4.7 billion. Guidance assumes higher net interest expense from refinancing maturing debt at higher rates, and future investments are expected to be funded primarily with existing unsettled forward equity commitments, of which about $0.7 billion was outstanding.

Jul 30, 2025 8-K

Other EventsExhibits & Filings

Ventas 8-K Report, Corporate Update (Jun 13, 2025)

On June 13, 2025, Ventas, Inc. (VTR) entered into Amendment No. 1 to its ATM Sales Agreement dated September 18, 2024, with a group of sales agents and forward purchasers named in the filing. Under the amendment, the aggregate gross sales price of common stock now available for issuance under the Sales Agreement is $2.25 billion, excluding shares previously sold under the agreement before Amendment No. 1 was executed. Any shares offered, issued and sold under the amended agreement, including any borrowed shares that forward purchasers may sell, will be made under the company's Form S-3 registration statement (File No. 333-277185) and a prospectus supplement filed the same day. The filing includes a Davis Polk & Wardwell LLP legality opinion (Exhibit 5.1) on the shares. The filing is primarily a procedural disclosure of an at-the-market equity program update. Its forward-looking statements flag dilution from future equity sales among the risk factors, alongside the company's broader exposure to healthcare policy, tenant and manager health, leverage and capital market conditions.

Jun 13, 2025 8-K

Other EventsExhibits & Filings

Ventas 8-K Report, Corporate Update (Jun 3, 2025)

On June 3, 2025, Ventas Realty, Limited Partnership, a wholly owned subsidiary of Ventas, Inc., issued and sold $500,000,000 in aggregate principal amount of its 5.100% Senior Notes due 2032 in a registered public offering under the existing Form S-3 registration statement. The Notes are guaranteed by Ventas, Inc. on a senior unsecured basis. The company intends to use the proceeds for general corporate purposes, which may include repayment of other indebtedness, and to pay related fees and expenses. The offering was made under an underwriting agreement dated May 29, 2025, and issued under a base indenture dated February 23, 2018, as supplemented by a tenth supplemental indenture dated June 3, 2025, with U.S. Bank Trust Company, National Association, as trustee. The filing incorporates the underwriting agreement, base indenture and tenth supplemental indenture by reference as Exhibits 1.1, 4.1 and 4.2, and includes a legal opinion from Davis Polk & Wardwell LLP as Exhibit 5.1. For investors, the filing is a debt financing disclosure rather than a change in operations or earnings. It establishes the terms of a new $500 million senior unsecured note issuance, with the parent company providing the guarantee.

Jun 3, 2025 8-K

Shareholder MattersCorporate ChangesExhibits & Filings

Ventas 8-K Report, Rights Modification (May 15, 2025)

Ventas, Inc. filed this Form 8-K to report the outcomes of its Annual Meeting of Stockholders held on May 13, 2025, and the related charter changes. At the meeting, stockholders approved an amendment increasing the company's authorized common stock, par value $0.25 per share, from 600,000,000 shares to 1,200,000,000 shares. Stockholders also approved an exculpation amendment that eliminates monetary liability of certain officers in certain circumstances as permitted under Delaware law, and that simplifies the existing director exculpation provision by referring to the DGCL. On May 14, 2025, the company filed Certificates of Amendment and a Restated Certificate of Incorporation with the Delaware Secretary of State to implement these changes. Represented at the meeting were 401,652,999 shares, or 91.76%, of the 437,697,802 shares of common stock outstanding and entitled to vote. All twelve director nominees were elected to serve until the 2026 Annual Meeting. Stockholders also approved, on an advisory basis, the compensation of the named executive officers, although the vote was 337,688,542 for, 44,979,242 against and 930,695 abstentions. KPMG LLP was ratified as the independent registered public accounting firm for fiscal 2025 with 395,977,840 votes for. For investors, the most significant items are the substantial increase in authorized share capacity, which gives the company flexibility to issue additional common stock, and the officer exculpation change. The say-on-pay and authorized share proposals drew more opposition than the other items, with the share authorization receiving 380,993,639 votes for and 20,185,054 against.

May 15, 2025 8-K

Earnings & ResultsMaterial AgreementsFinancial Events+1

Ventas 8-K Report, Material Agreement (Apr 30, 2025)

Ventas, Inc. (NYSE: VTR) reported first-quarter 2025 results, with net income attributable to common stockholders of $46.9 million, or $0.10 per diluted share, compared with a loss of $14.3 million, or ($0.04) per share, a year earlier. Normalized FFO per share was $0.84, up from $0.78, an increase of approximately 8%. Nareit FFO per share was $0.85 versus $0.72, an increase of 18%. Total revenues rose to $1.358 billion from $1.200 billion, driven by resident fees and services of $968.9 million versus $813.3 million. Same-store cash NOI in the senior housing operating portfolio (SHOP) grew 13.6%, on revenue growth of 7.4% and average occupancy growth of 290 basis points. Total Company NOI grew approximately 13% year over year. The company closed approximately $900 million of senior housing investments year to date. It also entered into equity forward sales agreements under its at-the-market program for gross proceeds of approximately $1.1 billion for 16.5 million shares, with approximately $0.4 billion still unsettled. Net Debt to Further Adjusted EBITDA improved to 5.7x, from 6.0x at year-end 2024 and 6.7x in the first quarter of 2024. Liquidity was $2.9 billion as of March 31, 2025. In an Item 1.01 agreement dated April 29, 2025, Ventas Realty, Limited Partnership and affiliated borrowers, with Ventas as guarantor, amended the Revolving Credit Agreement to increase unsecured revolving commitments from $2.75 billion to $3.5 billion. Borrowing capacity may be increased at the borrowers' option to up to $4.5 billion, subject to conditions. The company reaffirmed its full-year 2025 guidance, including Normalized FFO per share of $3.35 to $3.46, and raised its senior housing investment volume assumption to $1.5 billion from $1 billion, weighted to the second half of the year.

Apr 30, 2025 8-K

Earnings & ResultsExhibits & Filings

Ventas 8-K Report, Financial Results (Feb 12, 2025)

Ventas, Inc. (NYSE: VTR) furnished a press release on February 12, 2025 reporting results for the quarter and year ended December 31, 2024 (Exhibit 99.1). For full year 2024, Net Income Attributable to Common Stockholders was $0.19 per share and Normalized FFO was $3.19 per share, an increase of approximately 7% over the prior year. Total Company NOI grew 7.5% and Same-Store Cash NOI grew 7.7%. Same-Store Cash NOI in the senior housing operating portfolio (SHOP) grew 15.8% for the year, with average occupancy up 300 basis points. The company closed over $2 billion of investments, substantially all focused on senior housing. The company guided 2025 Normalized FFO per share to a range of $3.35 to $3.46 (midpoint $3.41), and Attributable Net Income per share to $0.42 to $0.53 (midpoint $0.48). Guidance includes approximately $1 billion of 2025 senior housing investments, weighted to the first half of 2025, and anticipates significant SHOP NOI growth. The board declared a quarterly dividend of $0.48 per share, a 7% increase, payable April 17, 2025 to holders of record on March 31, 2025. Balance sheet metrics improved, with Net Debt to Further Adjusted EBITDA at 6.0x at year-end 2024, down 0.9x from year-end 2023 and within the company's long-term targeted range of 5.0x to 6.0x. The company reported $3.8 billion in liquidity as of December 31, 2024, and issued 37.3 million common shares for gross proceeds of approximately $2.2 billion during 2024.

Feb 12, 2025 8-K

Other EventsExhibits & Filings

Ventas 8-K Report, Corporate Update (Nov 15, 2024)

Ventas, Inc. (VTR) disclosed in this Form 8-K, dated November 15, 2024, that on November 13, 2024 it launched and priced a registered public offering of 10,600,000 shares of its common stock, $0.25 par value, in connection with a forward sale agreement. Wells Fargo Securities, LLC acted as underwriter, forward purchaser and forward seller. The underwriter has a 30-day option to buy up to an additional 1,590,000 shares, and if that option is exercised the company plans to enter into an additional forward sale agreement for the corresponding number of shares. The company did not receive any proceeds from the shares sold by the forward seller. Instead, it intends to physically settle the forward sale agreement and receive proceeds from the sale of those shares on one or more forward settlement dates on or before December 31, 2025. The initial forward sale price is $63.71 per share, which is the price at which the underwriter agreed to buy the shares. That price adjusts daily based on a floating interest rate factor less a spread, and decreases for expected dividends during the term and if the Forward Purchaser's borrowing cost for the shares exceeds a specified amount. The filing also lists the forward purchaser's acceleration triggers, including inability to hedge due to insufficient borrowable shares, certain distributions, share ownership limit breaches, extraordinary events and default events. The filing includes the underwriting agreement, the forward sale agreement, a legal opinion from Davis Polk & Wardwell LLP, and an XBRL cover page as exhibits.

Nov 15, 2024 8-K

Earnings & Results

Ventas 8-K Report, Financial Results (Oct 30, 2024)

Ventas, Inc. (NYSE: VTR) reported third-quarter 2024 results for the period ended September 30, 2024, via a press release furnished as Exhibit 99.1 to this Form 8-K. Attributable net income was $0.05 per share, compared with a loss of $0.18 per share a year earlier. Normalized FFO was $0.80 per share, compared with $0.75, and Nareit FFO was $0.79 per share, compared with $0.73. Total Company NOI grew 4.9% year over year and Same-Store Cash NOI grew 7.6%. The senior housing operating portfolio (SHOP) Same-Store Cash NOI grew 15.3%, led by average occupancy growth of 350 basis points. The company said it has closed or placed under contract $1.7 billion of senior housing investments year to date, including approximately $1.4 billion closed and an additional $300 million under contract and expected to close by year end. Ventas issued 19.8 million shares under its at-the-market program for gross proceeds of about $1.1 billion year to date, and reported $4.0 billion of liquidity as of September 30, 2024. Net Debt to Further Adjusted EBITDA improved to 6.3x from 6.9x at December 31, 2023. Management raised its full-year 2024 guidance. Normalized FFO per share is now projected at $3.14 to $3.18, up from $3.12 to $3.18, and Nareit FFO per share at $3.04 to $3.08, up from $3.02 to $3.08. Attributable net income per share guidance narrowed to $0.09 to $0.13 from $0.07 to $0.13.

Oct 30, 2024 8-K

Other EventsExhibits & Filings

Ventas 8-K Report, Corporate Update (Sep 19, 2024)

On September 18, 2024, Ventas, Inc. entered into a new ATM Sales Agreement with a broad group of sales agents and forward purchasers under which the company may issue and sell shares of its common stock, par value $0.25 per share, having an aggregate gross sales price of up to $2,000,000,000. Sales may be made as at-the-market offerings on the New York Stock Exchange or through market makers and electronic communications networks, and may also occur in privately negotiated transactions, including block sales. The company may also enter into separate forward sale agreements, in which case it would not initially receive proceeds from borrowed shares sold through a forward seller, and it currently expects to settle those agreements with full physical settlement. The company states that it intends to use the net proceeds for working capital and other general corporate purposes, which may include funding future acquisitions and investments or repaying existing indebtedness. The offering will be made under an automatic shelf registration statement on Form S-3 (File No. 333-277185) and a prospectus supplement filed on September 18, 2024. The new agreement replaces the prior ATM Sales Agreement dated November 8, 2021, as amended February 20, 2024, which allowed sales of up to $1,000,000,000. As of September 18, 2024, $20.4 million remained available under the prior agreement, which the company terminated effective upon entry into the new agreement, and the company states it is not subject to any termination penalties.

Sep 19, 2024 8-K

Other EventsExhibits & Filings

Ventas 8-K Report, Corporate Update (Sep 9, 2024)

Ventas Realty, Limited Partnership, a wholly owned subsidiary of Ventas, Inc. (the "Company"), issued and sold $550,000,000 in aggregate principal amount of its 5.000% Senior Notes due 2035 on September 9, 2024. The notes were sold in a registered public offering under the existing Form S-3 registration statement of the Company and Ventas Realty, pursuant to an underwriting agreement dated September 5, 2024, and are guaranteed by Ventas, Inc. on a senior unsecured basis. The notes were issued under a base indenture dated February 23, 2018, as supplemented by a ninth supplemental indenture dated September 9, 2024, among Ventas Realty, the Company and U.S. Bank Trust Company, National Association, as trustee. The filing incorporates the underwriting agreement, base indenture and ninth supplemental indenture by reference as Exhibits 1.1, 4.1 and 4.2. The filing also lists a legal opinion from Davis Polk & Wardwell LLP (Exhibit 5.1) and the related consent (Exhibit 23.1). The filing does not state the use of proceeds or other terms beyond the principal amount, coupon and maturity.

Sep 9, 2024 8-K

Earnings & ResultsExhibits & Filings

Ventas 8-K Report, Financial Results (Aug 1, 2024)

Ventas, Inc. (NYSE: VTR) reported second quarter 2024 results for the quarter ended June 30, 2024, in a press release furnished as Exhibit 99.1 to this Form 8-K. Attributable Net Income was $0.05 per share, compared with $0.26 in the prior-year quarter, while Normalized FFO per share was $0.80, up 7% from $0.75. Total Company NOI grew 6.9% year-over-year and Same-Store Cash NOI grew 7.8%, with SHOP Same-Store Cash NOI up 15.2% led by 320 basis points of occupancy growth. The company stated it closed approximately $350 million of senior housing investments year to date at going-in NOI yields approximating 8%, fully funded by roughly $500 million of equity issued under its at-the-market program (10.4 million shares). Management cited a line of sight to about $400 million of additional senior housing investments. As of June 30, 2024, liquidity was $3.3 billion, including $550 million of cash and cash equivalents, and Net Debt to Further Adjusted EBITDA improved to 6.4x from 6.7x in the prior quarter and 6.9x at year-end 2023. Ventas raised its full-year 2024 guidance: Attributable Net Income per share midpoint rose to $0.10 from $0.07, Nareit FFO per share midpoint to $3.05 from $3.02, and Normalized FFO per share midpoint to $3.15 from $3.14. The guidance range for Normalized FFO per share is now $3.12 to $3.18, versus $3.10 to $3.18 previously. The company will hold a conference call on August 2, 2024.

Aug 1, 2024 8-K

Shareholder Matters

Ventas 8-K Report, Shareholder Vote Results (May 16, 2024)

Ventas, Inc. reported in this Item 5.07 filing that its 2024 Annual Meeting of Stockholders was held on May 14, 2024. Holders of 371,713,165 shares, or 91.99%, of the 404,048,823 shares of common stock outstanding and entitled to vote were represented at the meeting. Stockholders voted on three proposals described in the Company's definitive Proxy Statement filed April 2, 2024. All 12 director nominees were up for election to serve until the 2025 Annual Meeting. Each nominee received more votes for than against. Votes for individual nominees ranged from 290,121,323 (Debra A. Cafaro, with 43,988,804 against and 17,401,871 abstaining) to 350,940,288 (Theodore R. Bigman, with 388,172 against). Stockholders also approved, on an advisory basis, the compensation of the Company's Named Executive Officers, with 303,392,308 votes for, 47,690,123 against, and 429,567 abstaining. Stockholders ratified the selection of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2024, with 368,093,450 votes for, 3,395,684 against, and 224,031 abstaining. Broker non-votes of 20,201,167 were recorded on the director election and the say-on-pay proposal.

May 16, 2024 8-K

Other EventsExhibits & Filings

Ventas 8-K Report, Corporate Update (May 13, 2024)

On May 13, 2024, Ventas Realty, Limited Partnership, a wholly owned subsidiary of Ventas, Inc., issued and sold $500,000,000 in aggregate principal amount of its 5.625% Senior Notes due 2034 in a registered public offering under an existing Form S-3 registration statement. The Notes are guaranteed by Ventas, Inc. on a senior unsecured basis. The sale was made under an underwriting agreement dated May 8, 2024 among Ventas Realty, Ventas, Inc. and the named underwriters. The notes were issued under a base indenture dated February 23, 2018, as supplemented by an eighth supplemental indenture dated May 13, 2024, with U.S. Bank Trust Company, National Association (successor to U.S. Bank National Association) as trustee. The filing incorporates the underwriting agreement, base indenture and eighth supplemental indenture by reference as Exhibits 1.1, 4.1 and 4.2, and lists a legal opinion from Davis Polk & Wardwell LLP as Exhibit 5.1. For investors, the filing is a debt-financing disclosure: it establishes a new $500 million senior unsecured tranche maturing in 2034 at a 5.625% coupon, issued at the operating partnership level with parent guarantee. The filing does not state the use of proceeds or any other financial results.

May 13, 2024 8-K

Earnings & ResultsExhibits & Filings

Ventas 8-K Report, Financial Results (May 1, 2024)

Ventas, Inc. (NYSE: VTR) furnished an 8-K on May 1, 2024 under Item 2.02 attaching its press release reporting first-quarter 2024 results for the quarter ended March 31, 2024. The company reported a net loss attributable to common stockholders of $14.3 million, or ($0.04) per share, compared with net income of $17.5 million, or $0.04 per share, a year earlier. Normalized FFO per share was $0.78, up from $0.74, and Nareit FFO per share was $0.72, down from $0.73. Total Company NOI grew 8.2% year-over-year and Same-Store Cash NOI grew 6.7%, with SHOP Same-Store Cash NOI growing more than 15% led by the U.S., which grew approximately 18%. Management attributed the performance to accelerating SHOP occupancy, which rose 240 basis points year-over-year in the Same-Store portfolio. Management raised its full-year 2024 guidance. Normalized FFO per share guidance midpoint increased to $3.14 from $3.125 (range $3.10 to $3.18, versus $3.07 to $3.18 previously), and Nareit FFO per share midpoint rose to $3.02 from $3.00. The attributable net income per share midpoint was raised to $0.07 from $0.06. Investment activity was about $350 million of senior housing investments closed or under contract, meeting prior full-year expectations, and the company issued 2.1 million shares under its at-the-market program for $94 million in gross proceeds. As of March 31, 2024, liquidity was $3.4 billion. The release also disclosed a $15.7 million shareholder relations matters expense in the quarter, which the company excluded from Normalized FFO, and a $2.4 million class action settlement by one operator in the SHOP segment. Investors may want to weigh the GAAP net loss against the strong operating growth and the company's non-GAAP presentation.

May 1, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

Ventas 8-K Report, Material Agreement (Apr 24, 2024)

On April 24, 2024, Ventas, Inc. (VTR) and its subsidiaries Ventas Realty, Limited Partnership, Ventas SSL Ontario II, Inc., Ventas Canada Finance Limited, Ventas UK Finance, Inc. and Ventas Euro Finance, LLC entered into a Fourth Amended and Restated Credit and Guaranty Agreement. The agreement provides for a $2.75 billion unsecured revolving credit facility, replacing the Company's existing $2.75 billion facility under the Third Amended and Restated Credit and Guaranty Agreement dated January 29, 2021. Bank of America, N.A. serves as Administrative Agent, with Bank of America, JPMorgan Chase Bank and Wells Fargo Bank as Joint Bookrunners. The facility's aggregate borrowing capacity may be increased at the Borrowers' option to up to $3.75 billion, subject to conditions including receipt of additional commitments. The Revolving Credit Facility matures on April 24, 2028, and may be extended at the Borrowers' option for up to two additional six-month periods. Pricing is based on Ventas Realty's debt ratings; at current ratings the SOFR spread is 0.775% and the facility fee is 15 basis points. Borrowings may be repaid without premium or penalty, other than customary breakage costs on Term SOFR loans. The filing states that the other terms are substantially consistent with the Existing Credit Agreement and include customary restrictions on liens, investments, additional indebtedness, mergers, dividends and affiliate transactions, as well as financial covenants on leverage, fixed charge coverage and minimum adjusted net worth. The Company guarantees the obligations, which rank equally with other senior unsecured obligations.

Apr 24, 2024 8-K

Leadership ChangesOther EventsExhibits & Filings

Ventas 8-K Report, Executive Changes (Mar 4, 2024)

Ventas, Inc. (NYSE: VTR) filed this Form 8-K on March 4, 2024 to report a board change. James D. ("Denny") Shelton, the Company's Lead Independent Director, advised the Board that he will not stand for re-election at the 2024 annual meeting of stockholders and is retiring after 16 years of Board service. The filing states that his decision is not the result of any disagreement with the Company on its operations, policies, or practices. Shelton is a member of the Compensation Committee and the Nominating, Governance and Corporate Responsibility Committee. The Board unanimously appointed Roxanne Martino, a director since 2016 and former CEO of Aurora Investment Management, as Lead Independent Director, effective following the 2024 Annual Meeting. The press release (Exhibit 99.1) states that Martino led Aurora Investment Management from 1990 to 2016 and that the firm had $14 billion in assets under management. The release also notes that Theodore Bigman and Joe V. Rodriguez, Jr. were appointed as independent directors in a separate release issued the same day, effective immediately. For investors, the filing describes a leadership transition in board governance rather than a change to financial results or operations. The filing contains no financial figures for Ventas beyond the Aurora assets under management reference. The press release describes Ventas as a senior housing and healthcare REIT with approximately 1,400 properties in North America and the United Kingdom.

Mar 4, 2024 8-K

Leadership ChangesMaterial AgreementsRegulation FD+1

Ventas 8-K Report, Material Agreement (Mar 4, 2024)

On March 4, 2024, Ventas, Inc. (NYSE: VTR) entered into a Cooperation Agreement with shareholder Land & Buildings Investment Management, LLC and its affiliates. Under the agreement, Ventas appointed Theodore R. Bigman and Joe V. Rodriguez, Jr. to its Board of Directors effective immediately. Mr. Bigman joined the Investment Committee and Mr. Rodriguez joined the Nominating, Governance and Corporate Responsibility Committee. The company agreed to nominate both directors for re-election at its 2024 Annual Meeting of Stockholders. Land & Buildings agreed to certain voting commitments, including voting its shares in favor of all of the Board's director nominees at the 2024 Annual Meeting, and to standstill restrictions. The agreement also contains a customary mutual non-disparagement provision and remains effective until the day after the 2025 Annual Meeting of Stockholders. The Board will temporarily expand to 13 directors, with 12 of them independent, and is expected to comprise 12 directors following the Annual Meeting. The company describes the appointments as part of its ongoing Board refreshment and governance focus. The filing does not disclose financial results or financial impacts from the agreement.

Mar 4, 2024 8-K

Other EventsExhibits & Filings

Ventas 8-K Report, Corporate Update (Feb 29, 2024)

Ventas, Inc. (VTR) reported on Form 8-K dated February 29, 2024 that its indirect, wholly-owned subsidiary Ventas Canada Finance Limited launched and priced a private offering in Canada of Cdn$650 million of 5.10% Senior Notes, Series J due 2029. The sale is expected to close on March 5, 2024, subject to customary closing conditions, and the notes will be guaranteed on a senior unsecured basis by Ventas. The notes are expected to be rated BBB+ (Stable) by S&P, Baa1 (Stable) by Moody's and BBB (Stable) by Fitch. Ventas Canada expects to use the net proceeds to repay existing indebtedness, including under its Cdn$500 million unsecured term loan facility, and for general corporate purposes, which may include acquisitions of, or investments in, additional properties and business. Interest is payable semi-annually on March 5 and September 5, commencing September 5, 2024, and the notes mature on March 5, 2029. The offering is a prospectus-exempt private placement limited to accredited investors in Canada and is not registered under the Securities Act of 1933. The filing contains no earnings or operating results; its investor relevance lies in the debt financing terms, the refinancing of Canadian term loan borrowings, and the expected ratings.

Feb 29, 2024 8-K

Material AgreementsOther EventsExhibits & Filings

Ventas 8-K Report, Material Agreement (Feb 21, 2024)

On February 20, 2024, Ventas, Inc. (VTR) filed a Registration Statement on Form S-3 (File No. 333-277185) that replaces its existing Form S-3 (File No. 333-253415), which expires on February 23, 2024. The registration statement became effective automatically upon filing. In connection with it, the company filed a new prospectus supplement for its existing “at the market” equity offering program, reflecting an amendment to the Sales Agreement. On the same date, Ventas entered into Amendment No. 1 to the ATM Sales Agreement dated November 8, 2021. The amendment references the Replacement Registration Statement, adds and removes certain sales agents and forward purchasers, and increases the aggregate gross sales price of common stock available under the agreement to $1,000,000,000. The filing states that an aggregate gross price of $110,400,000 of common stock has been offered and sold under the Sales Agreement through February 20, 2024. Following the amendment, the company may offer and sell up to $1,000,000,000 of common stock from time to time through the agents. For investors, the filing signals potential future equity issuance capacity of up to $1.0 billion, which could dilute existing shareholders depending on how much is sold. The filing also includes Davis Polk & Wardwell LLP's opinion on the validity of shares that may be issued (Exhibit 5.1). The filing includes standard forward-looking statement cautions, including a reference to the risk of potential dilution from future equity sales.

Feb 21, 2024 8-K

Earnings & ResultsExhibits & Filings

Ventas 8-K Report, Financial Results (Feb 15, 2024)

Ventas, Inc. (NYSE: VTR) filed this Form 8-K on February 15, 2024 to furnish its press release, issued February 14, 2024, reporting results for the quarter and year ended December 31, 2023. For the full year 2023, attributable net loss was ($0.10) per share versus ($0.12) in 2022, Nareit FFO was $3.26 per share versus $2.82, and Normalized FFO was $2.99 per share, flat with 2022. The company attributes the Nareit FFO increase to valuation-related gains tied to taking ownership of the Equitized Loan Portfolio and unrealized gains on Brookdale Senior Living warrants. Results in 2022 included a $53 million ($0.13 per share) benefit from HHS grants and a $9 million ($0.02 per share) promote revenue benefit, so the company's comparison excludes those items when describing 2023 Normalized FFO growth of over 5%. Operating metrics were strong. Total Company NOI rose 4.5% year over year and Same-Store Cash NOI rose 8.1%, with SHOP Same-Store Cash NOI up 18.3%. Average SHOP same-store occupancy grew 120 basis points in 2023, above guidance of approximately 110 basis points, and grew 170 basis points in the fourth quarter. Total revenues for 2023 were $4.50 billion, and the balance sheet showed total assets of $24.73 billion and senior notes payable and other debt of $13.49 billion at year end. The company also reported raising over $4 billion of capital, including prefunding 2024 debt maturities. For 2024, Ventas guided to Attributable Net Income of $0.00 to $0.11 per share, Nareit FFO of $2.94 to $3.05 per share, and Normalized FFO of $3.07 to $3.18 per share. Management expects significant property NOI growth led by SHOP, partly offset by higher interest expense of approximately ($0.11) per share and about ($0.03) per share from 2023 capital recycling activities. The full press release, earnings presentation and conference call details are included in the filing.

Feb 15, 2024 8-K

Earnings & ResultsExhibits & Filings

Ventas 8-K Report, Financial Results (Nov 2, 2023)

Ventas, Inc. (NYSE: VTR) reported third quarter 2023 results on November 2, 2023, per the press release furnished as Exhibit 99.1. The company posted a net loss attributable to common stockholders of ($0.18) per share, driven primarily by a $73 million ($0.18 per share) non-cash impairment on real estate assets held for sale. Normalized FFO per share was $0.75, compared with $0.76 in the prior year, and the filing notes that the prior-year figure included a $0.05 per share benefit from HHS grants. Management highlighted strong senior housing (SHOP) performance, with spot occupancy in the SHOP same-store portfolio up 180 basis points from June 30 to September 30, and SHOP same-store cash NOI growing more than 18% year-over-year. The company raised its full-year 2023 Normalized FFO per share guidance midpoint to $2.98, from $2.97, with a range of $2.96 to $2.99. Attributable Net Income per share guidance was lowered to $0.14 to $0.17, from $0.22 to $0.32, reflecting the quarter's impairment charge, while Nareit FFO per share guidance moved to $3.20 to $3.23 from $3.19 to $3.29. Total Company same-store cash NOI grew 7.9% year-over-year in the quarter. On the balance sheet and capital side, the company said it raised approximately $2.8 billion year-to-date at cash interest rates averaging about 4.9%, used to refinance 2023 and 2024 maturities, and reduced floating rate debt to 8% of total consolidated debt. Liquidity exceeded $3 billion at September 30, 2023. Total assets were $24.97 billion and total liabilities were $14.83 billion at that date.

Nov 2, 2023 8-K

Material AgreementsFinancial EventsExhibits & Filings

Ventas 8-K Report, Material Agreement (Sep 12, 2023)

Ventas, Inc. filed this Current Report on Form 8-K on September 12, 2023 to disclose a new credit facility. On September 6, 2023, Ventas Realty, Limited Partnership, a wholly owned subsidiary, as borrower, and Ventas, Inc., as guarantor, entered into a Credit and Guaranty Agreement with the lenders named therein and Bank of America, N.A., as Administrative Agent. The agreement provides for a $200 million unsecured term loan facility, which may be increased at the borrower's option to up to $500 million, subject to conditions including receipt of additional lender commitments. Borrowings bear interest at a fluctuating rate based on Term SOFR for Term SOFR rate loans, or on the highest of the federal funds rate plus 0.50%, the Administrative Agent's prime rate, one-month Term SOFR plus 1%, and 1% for base rate loans, plus a spread tied to the borrower's long-term senior unsecured, non-credit enhanced ratings. The term loan matures on February 1, 2027, and may be repaid without premium or penalty, other than customary breakage costs on Term SOFR rate loans. The obligations rank equal in right of payment with all other senior unsecured obligations of the borrower and the Company. The Credit Agreement contains customary restrictions, including limits on liens, investments, additional indebtedness, mergers, certain distributions, affiliate transactions, and maintenance of specified leverage, secured and unsecured debt leverage, fixed charge coverage, and minimum consolidated adjusted net worth ratios, along with customary events of default. The full agreement is filed as Exhibit 10.1.

Sep 12, 2023 8-K

Earnings & ResultsExhibits & Filings

Ventas 8-K Report, Financial Results (Aug 3, 2023)

Ventas, Inc. (NYSE: VTR) reported second quarter 2023 results on August 3, 2023, via Exhibit 99.1 press release. Net income attributable to common stockholders was $0.26 per share, versus a loss of $0.11 per share in the prior-year quarter. Normalized FFO was $0.75 per share, up 4% from $0.72, and Nareit FFO was $1.02 per share, up 70% from $0.60. Total Company Same-Store Cash NOI grew 7.0% year-over-year, and SHOP Same-Store Cash NOI grew 14%, led by the U.S. at 19%, with REVPOR growth of 6.6% and margin expansion of 160 basis points. Management reaffirmed its full-year enterprise outlook. The company took ownership on May 1, 2023 of the properties securing its Santerre Health Investors mezzanine loan, converting the principal to equity with no additional consideration. A third-party appraisal estimated the fair value of this Equitized Loan Portfolio at $1.566 billion, and the company recognized $41 million in valuation-related increases to Attributable Net Income. The company also sold about 24% of its Ardent OpCo investment for roughly $50 million, retaining an approximately 7.5% stake, and now expects $450 million of 2023 capital recycling proceeds, up from $300 million previously. Full-year 2023 guidance was updated. Attributable Net Income per share is now $0.22 to $0.32, down from $0.20 to $0.34, with the midpoint unchanged at $0.27. Nareit FFO per share guidance rose to $3.19 to $3.29 from $2.97 to $3.11, and Normalized FFO per share guidance narrowed to $2.92 to $3.02 from $2.90 to $3.04, with the midpoint unchanged at $2.97. Year-to-date capital markets activity totaled about $2.4 billion, and liquidity at June 30, 2023 exceeded $2.7 billion.

Aug 3, 2023 8-K

Material AgreementsFinancial EventsSecurities & Listing+1

Ventas 8-K Report, Material Agreement (Jun 13, 2023)

On June 13, 2023, Ventas Realty, Limited Partnership, a wholly owned subsidiary of Ventas, Inc., issued $862.5 million aggregate principal amount of 3.75% Exchangeable Senior Notes due 2026, including $112.5 million from the full exercise of the initial purchasers' option. The notes were sold in a private placement under Rule 144A, are senior unsecured obligations of the issuer, and are fully and unconditionally guaranteed on an unsecured, unsubordinated basis by Ventas, Inc. Net proceeds were approximately $844 million before estimated offering expenses. The issuer intends to use the proceeds to repay commercial paper notes and for general corporate purposes, including redemption or repayment of other indebtedness. The notes are exchangeable at an initial rate of 18.2460 shares of common stock per $1,000 principal amount, equal to an initial exchange price of approximately $54.81 per share, a premium of approximately 22.5% to the $44.74 closing price on June 8, 2023. Upon exchange, the issuer pays cash up to the principal amount and may settle the excess in cash, shares, or a combination. Holders may exchange before March 1, 2026 only under specified conditions, and freely from March 1, 2026 until the business day before maturity on June 1, 2026. Interest is payable semiannually beginning December 1, 2023. The issuer may redeem the notes only if needed to preserve Ventas' REIT status, and holders have fundamental change repurchase rights at 100% of principal plus accrued interest. The indenture contains no financial or operating covenants or restrictions on dividends, additional debt, or securities issuances, apart from limits on mergers, consolidations, and sales of substantially all assets. The filing states that up to 19,277,996 shares of common stock may be issued on exchange, based on a maximum exchange rate of 22.3513 shares per $1,000 principal amount, subject to anti-dilution adjustments.

Jun 13, 2023 8-K

Other EventsExhibits & Filings

Ventas 8-K Report, Corporate Update (Jun 9, 2023)

On June 8, 2023, Ventas Realty, Limited Partnership, a wholly-owned subsidiary of Ventas, Inc., launched and priced $750 million aggregate principal amount of 3.75% Exchangeable Senior Notes due 2026 in a private placement under Rule 144A. The offering was upsized from the originally announced $500 million, and the initial purchasers received an option to buy up to an additional $112.5 million of notes during a 13-day period. The sale is expected to settle on June 13, 2023, subject to customary closing conditions, and is expected to produce approximately $734 million in net proceeds to Ventas Realty before estimated offering expenses, assuming no exercise of the option. The notes are senior unsecured obligations of Ventas Realty, fully and unconditionally guaranteed on an unsecured and unsubordinated basis by Ventas. They bear interest at 3.75% per year, payable semi-annually, and mature on June 1, 2026. The initial exchange rate is 18.2460 shares of common stock per $1,000 principal amount, equivalent to an exchange price of approximately $54.81 per share, which represents an exchange premium of approximately 22.50% over the $44.74 last reported sale price on June 8, 2023. Ventas Realty may settle exchanges in cash up to the principal amount, with the remainder settled in cash, common stock, or a combination at its election. Ventas Realty may redeem the notes for cash only if the board determines it is necessary to preserve REIT status. Ventas Realty expects to use the net proceeds to repay its commercial paper notes and for general corporate purposes, including the redemption or repayment of other indebtedness. The filing also includes customary forward-looking statements and a list of risk factors, including exposure to healthcare regulation, tenant and manager credit risk, interest rate and capital market conditions, and REIT qualification requirements.

Jun 9, 2023 8-K

Shareholder Matters

Ventas 8-K Report, Shareholder Vote Results (May 22, 2023)

Ventas, Inc. filed this Form 8-K on May 22, 2023 (signed May 19, 2023) to report the voting results from its Annual Meeting of Stockholders, held May 16, 2023. Holders of 368,393,266 shares, or 92.08%, of the company's 400,053,497 outstanding common shares entitled to vote were represented at the meeting. The filing covers four proposals described in the definitive proxy statement filed April 5, 2023. All eleven director nominees were elected to terms expiring at the 2024 Annual Meeting. Several nominees received substantial votes against, including Sean P. Nolan (27,263,834 against), Debra A. Cafaro (26,951,632 against) and James D. Shelton (19,657,402 against). Stockholders approved, on an advisory basis, the compensation of the named executive officers with 315,522,342 votes for and 32,105,670 votes against. KPMG LLP was ratified as the independent registered public accounting firm for fiscal 2023, with 366,559,141 votes for. On the frequency of future say-on-pay votes, 337,904,525 shareholders favored one year, compared with 9,826,139 for three years and 250,062 for two years. Following the meeting, the Board adopted a resolution providing that an advisory executive compensation vote will be held at each annual meeting until the company next holds a frequency vote.

May 22, 2023 8-K

Earnings & ResultsExhibits & Filings

Ventas 8-K Report, Financial Results (May 8, 2023)

Ventas, Inc. (NYSE: VTR) furnished a press release under Item 2.02 reporting results for the first quarter ended March 31, 2023. Reported attributable net income was $0.04 per share, down from $0.10, and Normalized FFO was $0.74 per share versus $0.79 a year earlier. Total-company year-over-year NOI declined 1.5%, but excluding $33 million of net HHS grants received in Q1 2022, NOI growth was 5.8%. Total same-store cash NOI grew 8.1%, led by the senior housing operating portfolio (SHOP), which grew 17.4% on a same-store cash NOI basis, driven by approximately 8% revenue growth and 200 basis points of margin expansion. The company reaffirmed its full-year 2023 guidance: Normalized FFO per share of $2.90 to $3.04 (midpoint $2.97), Nareit FFO per share of $2.97 to $3.11, and attributable net income per share of $0.20 to $0.34. Management noted it has not finalized purchase accounting adjustments tied to the Santerre portfolio, so it cannot provide guidance on net income or Nareit FFO including those adjustments. On May 1, Ventas took ownership of the Santerre Portfolio by equitizing the $486 million Santerre Mezzanine Loan, subject to an approximately $1 billion non-recourse senior secured loan, with no additional consideration paid. On the balance sheet and financing side, the company refinanced over 70% of its 2023 maturing debt, with 1% of total consolidated debt maturing for the balance of 2023. Floating rate debt exposure improved to 10.5% of total consolidated debt as of March 31, a 160 basis point sequential improvement. In May, Ventas closed the partial sale of about 24% of its Ardent Health Services (Ardent OpCo) investment for approximately $50 million, retaining an approximately 7.5% stake, and expects a gain of about $34 million in the second quarter, excluded from Normalized FFO.

May 8, 2023 8-K

Other EventsExhibits & Filings

Ventas 8-K Report, Corporate Update (Apr 3, 2023)

Ventas, Inc. (NYSE: VTR) disclosed in this Form 8-K, filed April 3, 2023, that its indirect wholly-owned subsidiary, Ventas Canada Finance Limited, launched and priced a private offering in Canada of Cdn$600 million of 5.398% Senior Notes, Series I due 2028. The notes are guaranteed on a senior unsecured basis by Ventas and are expected to close on April 21, 2023. Ventas Canada also commenced cash tender offers for its 2.80% Senior Notes, Series E due 2024 and 4.125% Senior Notes, Series B due 2024, with a combined aggregate purchase price of up to Cdn$500 million. The company expects to use the offering proceeds to fund the tender offers, with any remaining balance used for working capital and general corporate purposes. Separately, Ventas announced on March 31, 2023 that it intends to take ownership of the collateral supporting its approximately $486 million cash-pay mezzanine loan to Santerre Health Investors. The company expects to take ownership of the Santerre Portfolio through a 'loan to own' structure that converts the loan's principal into equity with no additional consideration paid, with completion expected in the second quarter of 2023. The portfolio is subject to an existing non-recourse senior loan of approximately $1 billion, bearing interest at LIBOR +1.84% and maturing in June 2023, which the company has the right to extend to June 2024 and expects to exercise. The company received approximately 90% of the interest due in March 2023 on the mezzanine loan, and the January and February 2023 interest was paid in full. The filing cautions that there is no assurance these transactions will be completed as described or at all, and that the company may recognize allowances, purchase accounting impacts, impairments, write-downs or other non-cash charges related to the Santerre loan.

Apr 3, 2023 8-K

Earnings & ResultsExhibits & Filings

Ventas 8-K Report, Financial Results (Feb 9, 2023)

Ventas, Inc. (NYSE: VTR) reported results for the fourth quarter and full year ended December 31, 2022, in a press release furnished as Exhibit 99.1 to this Form 8-K. Fourth-quarter Attributable Net Loss was ($0.11) per share, compared with ($0.10) a year earlier, while Normalized FFO was $0.73 per share, unchanged year over year. For full year 2022, Attributable Net Loss was ($0.12) per share, versus $0.13 in 2021, and Normalized FFO was $2.99 per share, up from $2.90. Total Company same-store cash NOI grew 8.5% year over year in the fourth quarter, with SHOP same-store cash NOI up 19.1%. Management said the SHOP senior housing business has begun a multiyear growth and recovery cycle. The company closed or committed $1.2 billion of total investments in 2022, including $0.7 billion in life science, research and innovation projects. Net loss in the quarter was partly affected by a $20 million non-cash allowance on the $486 million Santerre Mezz Loan and a $26 million gain on the sale of its stake in Atria. Ventas also recognized its first promote revenue as general partner of its Ventas Life Science & Healthcare Real Estate Fund, which approximated $0.02 per share in the fourth quarter. Available liquidity was $2.4 billion at year-end, and only 4% of total consolidated debt matures in 2023. Net debt to Adjusted Pro Forma EBITDA was 6.9x. For 2023, Ventas reintroduced full-year guidance: Attributable Net Income of $0.20 to $0.34 per share, Nareit FFO of $2.97 to $3.11 per share, and Normalized FFO of $2.90 to $3.04 per share. The guidance assumes 404 million weighted average fully diluted shares, more than $300 million in capital recycling proceeds, and no additional promote revenue. Management attributes the projected year-over-year Normalized FFO change to $0.29 per share of organic SHOP NOI growth, partly offset by an approximately ($0.16) per share impact from higher interest rates and foreign exchange.

Feb 9, 2023 8-K

Leadership ChangesOther EventsExhibits & Filings

Ventas 8-K Report, Executive Changes (Jan 25, 2023)

Ventas, Inc. (NYSE: VTR) filed this Current Report on Form 8-K dated January 25, 2023 to disclose an executive leadership change. Effective January 23, 2023, J. Justin Hutchens, Executive Vice President, Senior Housing, was appointed to the additional role of Chief Investment Officer, taking over responsibility for the Company's capital allocation strategy and execution across the enterprise while retaining his Senior Housing portfolio responsibility. He will oversee both the Senior Housing and Investments teams and continue to report directly to Chairman and CEO Debra A. Cafaro. The company stated the move streamlines executive management and better connects investment activity with business operations. John D. Cobb stepped down as Executive Vice President and Chief Investment Officer effective the same date. He will remain employed in an advisory role through February 15, 2023, continuing to receive base salary at his current rate and to vest in outstanding equity awards. Under a separation agreement dated January 21, 2023, the Compensation Committee determined that his departure at the end of the transition period will be a termination without cause under his employee protection and noncompetition agreement, entitling him to the related termination benefits in exchange for a general release of claims. His outstanding vested stock options will remain exercisable until their original expiration, and his non-solicitation and non-hire covenant was extended from 12 months to 18 months. The filing also includes the January 23, 2023 press release (Exhibit 99.1) and standard cautionary statements on forward-looking information. The disclosure is limited to management succession and does not contain financial results or guidance.

Jan 25, 2023 8-K

Earnings & ResultsExhibits & Filings

Ventas 8-K Report, Financial Results (Nov 4, 2022)

Ventas, Inc. filed this Form 8-K on November 4, 2022 to furnish its press release (Exhibit 99.1) announcing results for the quarter ended September 30, 2022. Attributable Net Income per share was $0.00, compared with $0.16 in the prior-year quarter, while Normalized FFO per share was $0.76, versus $0.73 a year earlier, and Nareit FFO per share was $0.75, versus $0.58. Both FFO measures include a $20 million ($0.05 per share) benefit from HHS grants received in the quarter. Total Company same-store cash NOI grew 4.8% year over year, led by SHOP at 13.0%, Office at 3.0%, and Triple-Net at (0.1%). The SHOP segment drove results, with same-store revenue increasing nearly 9% (excluding HHS grants), same-store average occupancy rising 260 basis points to 84.7%, and RevPOR up more than 5%. Same-store operating expenses grew approximately 8%. For the fourth quarter of 2022, the company guided to Normalized FFO per share of $0.68 to $0.74 and total same-store cash NOI growth of 6.0% to 9.0%, with SHOP guided at 15.0% to 21.0%. The company also cited expected reductions of about $0.02 per share from rising floating-rate interest costs and a strengthening U.S. dollar. Balance sheet metrics at quarter-end included $2.5 billion of liquidity, consolidated debt maturities and scheduled amortization of approximately $500 million in 2023, Net Debt to Adjusted Pro Forma EBITDA of 6.9x, 89% of consolidated debt at fixed rates, and Total Indebtedness to Gross Asset Value of 36%. The release also reported the appointment of Sumit Roy, CEO of Realty Income Corporation, as an independent director effective October 1, 2022.

Nov 4, 2022 8-K

Leadership ChangesOther EventsExhibits & Filings

Ventas 8-K Report, Executive Changes (Sep 12, 2022)

Ventas, Inc. (NYSE: VTR) filed this Form 8-K on September 12, 2022 to report two board-related changes. Sumit Roy, President and Chief Executive Officer of Realty Income Corporation, was appointed as an independent director effective October 1, 2022, and will serve on the Investment Committee. Robert D. Reed, a director since 2008, advised the Board that he will not stand for re-election at the 2023 annual meeting of stockholders. Mr. Reed's decision did not involve any disagreement with the Company on its operations, policies or practices. The filing states that the appointment is part of the Company's "longstanding multi-year process of regular and proactive Board refreshment," per Lead Independent Director Denny Shelton's statement in the attached press release. Following Mr. Roy's appointment, the Board will expand to 12 directors, 11 of whom are independent, and the Board is expected to return to 11 directors after the 2023 annual meeting. Mr. Roy will receive an initial award of restricted stock upon appointment under the non-employee director compensation arrangements described in the 2022 proxy statement filed March 29, 2022. The 8-K contains no financial results or operating metrics. Its substantive content concerns governance, with the attached Exhibit 99.1 press release describing Mr. Roy's background, including his prior roles at Realty Income and his earlier position as an Executive Director at UBS Investment Bank.

Sep 12, 2022 8-K

Earnings & ResultsExhibits & Filings

Ventas 8-K Report, Financial Results (Aug 4, 2022)

Ventas, Inc. (NYSE: VTR) filed this Form 8-K on August 4, 2022 to furnish its press release reporting results for the quarter ended June 30, 2022. Attributable net income (loss) was ($0.11) per share, compared with $0.23 a year earlier, and Normalized FFO was $0.72 per share versus $0.73. The company cited a non-cash mark-to-market charge of ($0.09) per share on Brookdale warrants, which are valued at approximately $40 million as of June 30, 2022. Total company same-store cash NOI grew 3.5% year over year, above the high end of guidance, with SHOP same-store cash NOI up 8.7%, driven by the U.S. Same-store average occupancy rose 390 basis points to 83.7%, and SHOP same-store revenue grew over 10%. The release also reported expense pressure. Same-store SHOP operating expenses grew 11% year over year, driven by inflation in labor, utilities and other costs. Management said it continues to find investment opportunities, with $1.3 billion of investment activity year to date and $1.6 billion of life science, research & innovation developments in progress. Two new projects were announced, including the Pearl Project in Charlotte, North Carolina, with estimated project costs of $0.4 billion and an expected 7.5% GAAP yield upon stabilization. Balance sheet items included $2.5 billion of quarter-end liquidity, a weighted average cost of debt of 3.5%, and 89% of consolidated debt at fixed rates. Net debt to Adjusted Pro Forma EBITDA was 7.3x. For the third quarter of 2022, the company guided to Normalized FFO per share of $0.73 to $0.78 and same-store cash NOI growth of 2.5% to 5.0% for the total company, with SHOP guided at 9.0% to 15.0%. Guidance includes $20 million ($0.05 per share) of HHS grants received to date in the third quarter.

Aug 4, 2022 8-K

Material AgreementsFinancial EventsExhibits & Filings

Ventas 8-K Report, Material Agreement (Jun 30, 2022)

Ventas, Inc. (VTR) disclosed in this Form 8-K, filed June 30, 2022, that its subsidiary Ventas Realty, Limited Partnership, as borrower, with the Company as guarantor, entered into a new Credit and Guaranty Agreement dated June 27, 2022, with Bank of America, N.A. as Administrative Agent. The agreement provides a $500 million unsecured term loan facility maturing June 27, 2027. The new facility replaces the Company's existing unsecured term loan facility, which had a $300 million term A-1 loan maturing in 2023 and a $600 million term A-2 loan maturing in 2024. In connection with the replacement, the Company prepaid approximately $200 million of aggregate principal outstanding under the existing agreement, including accrued and unpaid interest and related fees. The borrowing capacity may be increased at the Borrower's option to up to $1.25 billion, subject to conditions including receipt of additional commitments. Borrowings bear interest at a fluctuating rate based on Term SOFR or a base rate, plus a spread tied to the Borrower's long-term senior unsecured ratings. Repayment is permitted without premium or penalty, other than customary breakage costs on Term SOFR loans. The terms are otherwise substantially consistent with the existing agreement, including customary covenants on liens, investments, indebtedness, dividends and leverage and fixed charge coverage ratios, along with customary events of default.

Jun 30, 2022 8-K

Corporate ChangesOther EventsExhibits & Filings

Ventas 8-K Report, Bylaw Amendment (Jun 1, 2022)

Ventas, Inc. filed this Form 8-K on June 1, 2022 to report governance changes approved by its Board of Directors on May 25, 2022. Under Item 5.03, the Board amended and restated the Fifth Amended and Restated By-Laws, effective immediately, to eliminate the supermajority voting requirement for stockholder approval of By-Law amendments, replacing it with a majority of outstanding shares threshold. The amendments also update the advance notice provision for stockholder nominations and proposals, including to address the SEC's universal proxy rules. The full By-Laws are attached as Exhibit 3.1. Under Item 8.01, the Board also approved other governance changes, effective immediately. These include revisions to the Guidelines on Governance clarifying the responsibilities of the Lead Independent Director; renaming the Nominating and Corporate Governance Committee to the Nominating, Governance and Corporate Responsibility Committee, with expanded oversight of diversity, equity and inclusion (DEI) and environmental, social and governance (ESG) strategies; shifting oversight of director and executive stock ownership guidelines to the Compensation Committee; changes to committee composition; and the elimination of the Executive Committee of the Board. For stockholders, the filing sets the timing for the 2023 Annual Meeting: nominations or non-Rule 14a-8 proposals under the By-Laws must be received between November 28, 2022 and December 28, 2022, subject to adjustment under the By-Laws. The filing reports no financial results.

Jun 1, 2022 8-K

Earnings & ResultsExhibits & Filings

Ventas 8-K Report, Financial Results (May 5, 2022)

Ventas, Inc. (NYSE: VTR) reported results for the first quarter ended March 31, 2022 in a press release furnished as Exhibit 99.1 to this Form 8-K. Net income attributable to common stockholders was $38.7 million, or $0.10 per share, compared with a net loss of $57.2 million, or $0.15 per share, a year earlier. Normalized FFO was $0.79 per share, up from $0.72, and includes a $33 million (8 cents per share) benefit from HHS Grants. Excluding the HHS Grant benefit, the company said it grew Normalized FFO and SHOP same-store cash NOI year over year for the first time since the pandemic began. Senior housing (SHOP) was the main driver. Same-store cash NOI in the SHOP segment rose 14.2% excluding HHS Grants, on same-store revenue growth of nearly 10%, average occupancy of 83.0% (up 420 basis points), and RevPOR growth of 4.2%. Same-store operating expenses excluding HHS Grants grew 8%, driven by inflation in labor, utilities and other costs. Triple-Net same-store cash NOI grew 0.6% and Office grew 4.6%. Total Company same-store cash NOI grew 5.8% excluding HHS Grants. The company closed or committed to about $500 million of new investments year to date, mainly in senior housing and life science properties. For the second quarter of 2022, Ventas guided to Net Income per share of ($0.03) to $0.01 and Normalized FFO per share of $0.69 to $0.73, with SHOP same-store cash NOI growth of 2% to 10%. Total Company same-store cash NOI guidance is 0.0% to 3.0%. Guidance excludes new acquisitions and capital markets activity, and assumes $200 million of disposition proceeds, mainly in the second half of 2022.

May 5, 2022 8-K

Shareholder Matters

Ventas 8-K Report, Shareholder Vote Results (May 2, 2022)

Ventas, Inc. filed this Form 8-K on May 2, 2022, to report the results of its Annual Meeting of Stockholders, held April 27, 2022. Holders of 356,871,950 shares, or 89%, of the company's 399,549,265 outstanding common shares entitled to vote were represented at the meeting. Proxies were solicited under Regulation 14A, and the matters voted on were described in the definitive proxy statement filed March 29, 2022. Stockholders voted on four proposals. All 11 director nominees were put forward for terms expiring at the 2023 annual meeting, and each received substantially more votes for than withheld. James D. Shelton received the most withheld votes, at 59,236,108. The advisory vote on executive compensation drew 167,788,818 votes for, 157,398,634 against and 18,204,122 abstentions, with 13,480,376 broker non-votes. The filing does not state the outcome of that proposal. Stockholders also voted on the Ventas, Inc. 2022 Incentive Plan, which received 322,237,110 votes for and 20,260,594 against, and on the ratification of KPMG LLP as the independent registered public accounting firm for fiscal 2022, which received 354,821,091 votes for and 1,447,702 against. The filing is signed by Carey S. Roberts, Executive Vice President, General Counsel and Ethics and Compliance Officer.

May 2, 2022

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