VTR · Ventas

607 filings

VTR SEC Filings

Ventas - 607 total filings

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

Showing 1–50 of 607 filings

Ventas Quarterly Report for Q3 Ended Sep 30, 2026

Ventas, Inc. reported third-quarter 2026 total revenues of $1.83 billion, up from $1.49 billion in the third quarter of 2025, driven mainly by Resident fees and services of $1.45 billion, compared with $1.09 billion a year earlier. Net income attributable to common stockholders was $65.4 million for the quarter, versus $66.0 million in 2025, and $191.9 million for the nine months, versus $181.2 million. Total NOI rose to $723.5 million in the quarter from $614.9 million, a 17.7% increase as stated in the filing, with the SHOP segment contributing the largest gain. Normalized FFO attributable to common stockholders was $514.2 million for the quarter, compared with $414.9 million in 2025. Growth was funded largely by external capital. During the nine months, the company acquired 101 senior housing communities in its SHOP segment for an aggregate purchase price of $3.9 billion, and it settled equity forward sales agreements for net cash proceeds of $3.9 billion. Total assets grew to $30.6 billion at September 30, 2026, from $27.6 billion at December 31, 2025. Cash and cash equivalents declined to $202.0 million from $741.1 million, and the company reported $4.5 billion of liquidity, including approximately $3.5 billion of availability under its unsecured revolving credit facility. The filing also highlights a July 2026 reorganization into an UPREIT structure, real estate impairments of $49.7 million in the quarter and $110.0 million for the nine months, and a June 2026 amendment extending the Kindred long-term acute care master lease to April 30, 2039. Subsequent events include October 2026 acquisitions of 13 senior housing communities for $803.5 million, October 2026 dispositions for $135.8 million with an expected gain of $77.4 million, and the repayment of $450.0 million of 3.25% Senior Notes at maturity.

Oct 28, 2026 8-K

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

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 10-Q

Ventas Quarterly Report for Q2 Ended Jun 30, 2026

Ventas, Inc. reported a strong second quarter of 2026, with total revenues of $1.73 billion for the three months ended June 30, 2026, up from $1.42 billion a year earlier, and net income attributable to common stockholders of $70.6 million, compared with $68.3 million in the prior-year quarter. Growth was driven by the SHOP segment: NOI rose to $403.5 million from $286.4 million, reflecting higher occupancy, revenue per occupied room, acquisitions and conversions of NNN communities to SHOP. For the six months ended June 30, 2026, total revenues were $3.39 billion and net income attributable to common stockholders was $126.5 million. Normalized FFO attributable to common stockholders was $483.7 million for the quarter and $939.3 million for the six months. The company expanded its portfolio and raised capital. It acquired 61 senior housing communities for an aggregate purchase price of $2.8 billion during the first half of 2026, and it issued common stock for net cash proceeds of $2.5 billion through equity forward sales under its ATM program. Total debt was $12.8 billion at June 30, 2026, down from $13.1 billion at December 31, 2025, after the cash settlement of $856.1 million of exchangeable notes and the repayment of $500.0 million of 4.125% senior notes. Liquidity was reported at $4.9 billion, including approximately $3.5 billion of availability under the unsecured revolving credit facility. The filing also discloses an internal reorganization completed in July 2026 into an UPREIT holding company structure, in which Ventas OP LLC became the sole direct subsidiary of Ventas, Inc. Management states that the reorganization did not change the company's consolidated financial condition or results. In June 2026, the company amended the Kindred master lease and originated a $300.0 million senior secured loan to Scion at an effective interest rate of 10.7%.

Jul 30, 2026 8-K

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

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

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 10-Q

Ventas Quarterly Report for Q1 Ended Mar 31, 2026

Ventas, Inc. reported first-quarter 2026 net income attributable to common stockholders of $55.9 million, compared with $46.9 million in the first quarter of 2025. Total revenues rose to $1.66 billion from $1.36 billion, driven mainly by resident fees and services in the senior housing operating portfolio (SHOP), which increased to $1.29 billion from $968.9 million. Total NOI was $651.1 million versus $569.3 million, with SHOP NOI of $374.5 million up from $264.5 million, while NNN NOI declined to $120.2 million from $152.6 million, reflecting converted and disposed properties. Normalized FFO attributable to common stockholders was $455.6 million compared with $386.1 million, and the company notes it now excludes non-cash stock-based compensation from Normalized FFO, with prior periods recast. The balance sheet shows total assets of $27.69 billion and total debt (gross) of $12.61 billion, down from $13.10 billion at year-end 2025, following repayment of $500.0 million of 4.13% Senior Notes due 2026 and repayment of a $200 million term loan. The company amended its unsecured term loan to $700 million maturing January 2031 and established a $550 million undrawn delayed draw term loan. Cash and cash equivalents fell to $183.6 million from $741.1 million, while the company reported $5.5 billion of total liquidity as of March 31, 2026. Net cash provided by operating activities increased to $394.6 million from $321.1 million, and capital raising through common stock issuance was substantial, with 13.8 million shares of equity forward sales agreements entered into during the quarter. Subsequent to quarter end, in April 2026, Ventas acquired two senior housing communities for $59.0 million and, through a 75%-controlled subsidiary, 11 senior housing communities for $540.0 million. The company also entered into additional equity forward sales agreements for 2.5 million shares, bringing unsettled agreements to 19.6 million shares, or approximately $1.6 billion in gross proceeds.

Apr 28, 2026 8-K

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

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

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 10-K

Ventas Annual Report, Year Ended Dec 31, 2025

Ventas, Inc. (NYSE: VTR) reported net income attributable to common stockholders of $251.4 million for 2025, up from $81.2 million in 2024, while total NOI rose to $2.39 billion from $2.07 billion. The SHOP segment drove most of the growth: NOI of $1.18 billion (49.4% of total NOI) increased 36.7% year over year, reflecting higher occupancy and revenue per occupied room, acquisitions and conversions from the triple-net segment. Normalized FFO attributable to common stockholders was $1.61 billion in 2025 versus $1.33 billion in 2024. Management also expects senior housing to benefit from strong supply/demand fundamentals and cites the 80+ population anticipated to grow 28% through 2030. The company's balance sheet grew in 2025, with total assets of $27.59 billion and total debt principal of $13.10 billion, down from $13.62 billion. Equity issuance was substantial: equity forward sales agreements covered 46.2 million shares for $3.2 billion gross, and $1.1 billion in gross proceeds remained unsettled. Liquidity at year-end was $5.3 billion, including $3.5 billion of availability under the unsecured revolving credit facility. Subsequent to year-end, the company acquired 26 SHOP communities for $842.2 million in January and February 2026 and refinanced its term loan, extending the maturity to January 2031. Risks highlighted in the filing include concentration: Atria, Sunrise and Le Groupe Maurice manage a significant share of SHOP properties, and Ardent and Kindred are significant NNN tenants. Brookdale is expected to be a much smaller share of NNN in 2026. The filing also notes exposure to Medicaid funding changes under the OBBBA, interest rate sensitivity on $1.1 billion of variable rate debt, and an audit critical matter on impairment of senior housing operating portfolio real estate. KPMG issued an unqualified opinion on both the financial statements and internal control over financial reporting.

Feb 6, 2026 8-K

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

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

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

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 10-Q

Ventas Quarterly Report for Q3 Ended Sep 30, 2025

Ventas, Inc. (VTR) reported third-quarter 2025 results in its Form 10-Q filed October 30, 2025. Total revenues for the three months ended September 30, 2025 were $1.49 billion, up from $1.24 billion a year earlier, and net income attributable to common stockholders was $66.0 million, or $0.14 per basic share, versus $19.2 million, or $0.05, in the prior-year quarter. Total NOI rose to $614.9 million from $513.2 million, with the SHOP (senior housing operating portfolio) segment NOI reaching $302.3 million, up from $214.0 million, driven by higher occupancy, revenue per occupied room and acquisitions. Normalized FFO attributable to common stockholders was $406.2 million for the quarter, compared with $334.5 million a year earlier. For the nine months ended September 30, 2025, net income attributable to common stockholders was $181.2 million, and the company acquired 41 senior housing communities for an aggregate purchase price of $2.0 billion. Cash and cash equivalents fell to $188.6 million at September 30, 2025, from $897.9 million at December 31, 2024, while total senior notes payable and other debt decreased to $12.66 billion gross from $13.62 billion. The company funded growth in part through common stock issuance, with $2.1 billion of net cash proceeds from settled equity forward sales agreements during the nine months, and reported $4.1 billion of liquidity including $3.5 billion of availability under its unsecured revolving credit facility. The filing also notes ongoing repositioning activity: 14 Brookdale Conversion and Sale Communities were converted to the SHOP segment on October 1, 2025, and the company entered into additional equity forward sales agreements in October 2025 for 0.8 million shares, or approximately $56.7 million in gross proceeds. Management stated it believes liquidity is sufficient for the next 12 months, subject to the availability of external capital.

Oct 30, 2025 8-K

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 10-Q

Ventas Quarterly Report for Q2 Ended Jun 30, 2025

Ventas, Inc. reported second-quarter 2025 results in its Form 10-Q for the period ended June 30, 2025. Total revenues for the three months ended June 30, 2025 were $1.42 billion, up from $1.20 billion a year earlier, and net income attributable to common stockholders was $68.3 million, or $0.15 per basic share, versus $19.4 million, or $0.05 per share, in the prior-year quarter. Total NOI rose to $588.1 million from $514.4 million, driven primarily by the SHOP segment, whose NOI was $286.4 million versus $214.2 million, with senior housing occupancy up to 86.5% from 83.8%. For the six months, net income attributable to common stockholders was $115.1 million and Normalized FFO attributable to common stockholders was $776.9 million, compared with $645.7 million a year earlier. The balance sheet strengthened through equity issuance and debt management. Cash and cash equivalents were $614.2 million at June 30, 2025, down from $897.9 million at year-end 2024, while senior notes payable and other debt declined to $13.06 billion from $13.52 billion. Net cash from operating activities was $796.5 million for the six months, compared with $602.3 million. Ventas reported $4.7 billion of liquidity as of June 30, 2025, including approximately $3.5 billion of availability under its unsecured revolving credit facility, which was increased from $2.75 billion in April 2025. The company also used its at-the-market program extensively, entering into forward sales agreements for 22.8 million shares for gross proceeds of $1.5 billion during the six months. The filing highlights continued portfolio growth in senior housing, with 23 communities acquired in the first half of 2025 for $961.5 million and five more acquired in July 2025 for $147.7 million. Management also disclosed that a tenant exercised an option to purchase 12 outpatient medical properties, and that the enacted H.R. 1 legislation contains provisions that may affect the company, its managers, tenants and borrowers. Gains on real estate dispositions and impairments of $34.9 million in the quarter were also recorded.

Jul 31, 2025 8-K

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

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

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

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 10-Q

Ventas Quarterly Report for Q1 Ended Mar 31, 2025

Ventas, Inc. reported first-quarter 2025 net income attributable to common stockholders of $46.9 million, or $0.11 per basic share, compared with a net loss of $14.3 million in the first quarter of 2024. Total revenues rose to $1.36 billion from $1.20 billion, driven mainly by resident fees and services of $968.9 million, up from $813.3 million. Total NOI increased to $569.3 million from $503.9 million, with the SHOP segment contributing $264.5 million, up from $203.5 million, and Normalized FFO attributable to common stockholders was $376.7 million, compared with $316.6 million a year earlier. The balance sheet shows significant capital activity during the quarter. Cash and cash equivalents fell to $182.3 million from $897.9 million at December 31, 2024, as the company spent $767.3 million on net investment in real estate property, including the acquisition of 17 senior housing communities for an aggregate purchase price of $770.0 million. Senior notes payable and other debt declined to $12.70 billion from $13.52 billion after the repayment of $1.05 billion of 2025 senior notes. Common shares outstanding increased to 451.2 million from 437.1 million, reflecting the settlement of equity forward sales agreements that generated net cash proceeds of $876.7 million. Liquidity at March 31, 2025 was $2.9 billion, including $2.75 billion of availability under the unsecured revolving credit facility. In April 2025, the company amended that facility to increase borrowing capacity to $3.5 billion, and it entered into additional equity forward sales agreements for 2.4 million shares. The company also declared a $0.48 per share quarterly dividend.

May 1, 2025 8-K

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 10-K

Ventas Annual Report, Year Ended Dec 31, 2024

Ventas, Inc. (NYSE: VTR) is a real estate investment trust focused on senior housing, outpatient medical buildings, research centers, and healthcare facilities in North America and the United Kingdom. As of December 31, 2024, it owned or had investments in 1,387 properties, including 1,356 in its three reportable segments: senior housing operating portfolio (SHOP), outpatient medical and research portfolio (OM&R), and triple-net leased properties (NNN). Total NOI for 2024 was $2.07 billion, up from $1.93 billion in 2023, with SHOP NOI rising 21.8% to $866.4 million. Net income attributable to common stockholders was $81.2 million in 2024, compared with a loss of $40.97 million in 2023. Normalized FFO attributable to common stockholders was $1.33 billion, compared with $1.21 billion in 2023. The company raised $2.2 billion of gross equity proceeds from 37.3 million shares at an average price of $58.38, and it made $2.0 billion of investments, including 50 senior housing communities acquired for an aggregate purchase price of $1.9 billion. It reported $3.8 billion of liquidity as of December 31, 2024. Total debt outstanding was $13.6 billion, with a weighted average effective interest rate of 4.41% for 2024. Management reported that the company repaid $1.05 billion of 2025 maturities in January and February 2025. Key risks flagged in the filing include concentration among managers and tenants (Atria, Sunrise, Le Groupe Maurice, Brookdale, Ardent and Kindred), exposure to government funding changes (including a February 7, 2025 NIH indirect-cost guidance), interest rate exposure on variable-rate debt, and the REIT distribution requirements. The auditor KPMG LLP issued an unqualified opinion on both the financial statements and internal control over financial reporting, and management concluded internal control was effective as of December 31, 2024.

Feb 13, 2025 8-K

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

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 10-Q

Ventas Quarterly Report for Q3 Ended Sep 30, 2024

Ventas, Inc. reported third-quarter 2024 results for the three and nine months ended September 30, 2024. Net income attributable to common stockholders was $19.2 million for the quarter versus a $71.1 million loss a year earlier, and $24.3 million for the nine months versus $49.8 million in the prior-year period. Total revenues rose to $1.24 billion for the quarter from $1.15 billion, driven by resident fees and services of $845.5 million, while total NOI increased to $513.2 million from $489.1 million. The SHOP segment was the main driver, with NOI of $214.0 million for the quarter versus $180.7 million, reflecting higher occupancy and revenue per occupied room. Nine-month net income was reduced by a $7.8 million income tax expense tied to Canadian interest-deduction limits, $15.8 million in shareholder relations costs related to a proxy campaign, and $67.6 million of real estate impairments. The balance sheet strengthened on liquidity. Cash and cash equivalents rose to $1.10 billion from $508.8 million at December 31, 2023, and the company stated $4.0 billion of liquidity. Total senior notes and other debt was $13.77 billion principal at September 30, 2024. Ventas issued $550.0 million of 5.00% Senior Notes due 2035 and $500.0 million of 5.625% Senior Notes due 2034, repaid $800.0 million of 2024 maturities, and established a new $2.0 billion at-the-market equity program, with $1.9 billion remaining. Nine-month net cash from operating activities was $956.0 million, versus $840.8 million a year earlier. Portfolio activity was active. The company acquired 11 senior housing communities and five LTACs for $516.1 million during the nine months and agreed in October 2024 to acquire 25 senior housing communities for $923.0 million. It also disposed of 52 properties for $261.4 million in the nine months. Dividends of $0.45 per share were declared in each quarter of 2024, and the company stated its intent to pay dividends above 100% of taxable income for 2024.

Oct 31, 2024 8-K

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

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

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 10-Q

Ventas Quarterly Report for Q2 Ended Jun 30, 2024

Ventas, Inc. (VTR) reported results for the quarter ended June 30, 2024 in this Form 10-Q filed August 2, 2024. Total revenues for the three months ended June 30, 2024 were $1.20 billion, up from $1.11 billion in the prior-year quarter, driven largely by resident fees and services of $817.6 million. Net income attributable to common stockholders was $19.4 million, or $0.05 per diluted share, compared with $103.5 million, or $0.26 per share, a year earlier. The decline reflected a $49.7 million gain on real estate dispositions offset by $44.9 million of real estate impairments, higher depreciation and amortization, a $7.8 million income tax expense tied to Canadian interest-limitation legislation, and the absence of a 2023 gain tied to a mezzanine loan equitization and a 2023 gain on Ardent ownership sale. Total NOI rose to $514.4 million for the quarter, up 6.9%, with the SHOP segment growing 20.7% on higher occupancy and revenue per occupied room. Normalized FFO attributable to common stockholders was $329.1 million for the quarter, compared with $302.3 million in the prior-year period, and $645.7 million for the six months versus $599.2 million. Management attributed the six-month increase to higher property NOI led by the SHOP segment, partially offset by higher interest expense. Liquidity totaled $3.3 billion as of June 30, 2024, including revolver availability and cash, with no commercial paper outstanding. During the first half the company issued $500 million of 5.625% senior notes due 2034 and C$650 million of 5.10% Series J notes due 2029, repaid $800 million of 2024 maturities and a C$500 million term loan, and sold 10.4 million shares under its at-the-market program for $499.4 million gross. The filing also flags tenant concentration and lease renewal items. The Kindred Group 2 lease (23 properties, roughly 5.3% of annualized NOI) expires April 30, 2025 without a renewal notice from Kindred, and the filing notes that trailing 12-month Kindred portfolio performance does not exceed its rent. The Brookdale lease expires December 31, 2025, and Brookdale may exercise a renewal option by November 30, 2024. Ventas holds 14.6 million Brookdale warrants with a fair value of $61.1 million.

Aug 2, 2024 8-K

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

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

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 10-Q

Ventas Quarterly Report for Q1 Ended Mar 31, 2024

Ventas, Inc. (VTR) reported a net loss attributable to common stockholders of $14.31 million, or $(0.04) per diluted share, for the three months ended March 31, 2024, compared with net income of $17.52 million, or $0.04 per share, in the first quarter of 2023. Total revenues rose to $1.20 billion from $1.08 billion, driven by resident fees and services of $813.3 million (up from $705.0 million), while total NOI increased to $503.9 million from $465.9 million. The loss was driven mainly by a $15.7 million shareholder relations expense tied to proxy advisory costs for the 2024 annual meeting, along with higher interest expense of $149.9 million. Segment performance was led by the senior housing operating portfolio (SHOP), whose NOI rose to $203.5 million from $167.8 million on higher occupancy and revenue per occupied room. Same-store SHOP NOI grew 15.2%. Outpatient medical and research NOI increased to $145.6 million and triple-net leased NOI to $151.6 million. Normalized FFO attributable to common stockholders was $316.6 million, compared with $296.9 million a year earlier. Balance sheet and liquidity activity included the issuance of C$650.0 million of 5.10% Senior Notes due 2029, repayment of a C$500.0 million term loan, and a new $2.75 billion unsecured revolving credit facility entered in April 2024 that matures in April 2028. Cash and cash equivalents were $632.4 million at March 31, 2024, and the company reported $3.4 billion in total liquidity. The filing also discloses Kindred's Group 2 lease, covering 23 properties, expires April 30, 2025, with its renewal option extended to May 31, 2024, and Brookdale's lease expires December 31, 2025.

May 2, 2024 8-K

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

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

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

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

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

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

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 10-K

Ventas Annual Report, Year Ended Dec 31, 2023

Ventas, Inc. (NYSE: VTR) is a healthcare REIT that reported 2023 total NOI of $1.93 billion across three reportable segments: senior housing operating portfolio (SHOP) at $711.4 million, outpatient medical and research at $576.9 million, and triple-net leased properties at $604.7 million. The portfolio comprises approximately 1,400 properties as of December 31, 2023, located primarily in North America and the United Kingdom. Total revenues rose to $4.50 billion in 2023 from $4.13 billion in 2022, driven largely by resident fees and services in the SHOP segment, but the company still reported a net loss attributable to common stockholders of $40.97 million, compared with a net loss of $47.45 million in 2022. Normalized FFO attributable to common stockholders was $1.21 billion in 2023, versus $1.21 billion in 2022, which included $54.2 million of HHS grants that did not recur in 2023. Management attributes the improvement excluding those grants to higher SHOP NOI from occupancy and revenue-per-occupied-room gains, partially offset by higher operating expenses and interest expense. The GAAP weighted average effective interest rate rose to 4.23% from 3.66%, and interest expense increased $106.6 million year over year. Total debt was $13.57 billion at December 31, 2023, and the company reported about $3.2 billion of liquidity. Concentration remains a key consideration. Atria Senior Living manages properties contributing 20.1% of total NOI, and Brookdale, Ardent and Kindred contribute 7.7%, 6.9% and 6.9%, respectively. The Kindred lease expires in April 2025 for Group 2, and the Brookdale lease expires December 31, 2025, with renewal decisions due in 2024. An activist investor nominated three director candidates in January 2024 for the 2024 annual meeting.

Feb 15, 2024 10-Q

Ventas Quarterly Report for Q3 Ended Sep 30, 2023

Ventas, Inc. (VTR), a healthcare REIT, reported a net loss attributable to common stockholders of $71.1 million for the third quarter of 2023, compared with net income of $1.3 million in the third quarter of 2022, while the nine-month figure was net income of $49.8 million versus a net loss of $2.4 million a year earlier. Total revenues were $1.15 billion for the quarter and $3.33 billion for the nine months. Total NOI rose to $489.1 million for the quarter and $1.44 billion for the nine months, driven primarily by the SHOP segment, which reported resident fees and services of $754.4 million for the quarter. Normalized FFO attributable to common stockholders was $304.6 million for the quarter and $903.8 million for the nine months, against $911.4 million in the prior-year nine-month period, which included $54.2 million of HHS grants. The quarterly loss was driven by $72.7 million of real estate impairments recorded in the quarter, which primarily reflect changes in intent to hold or changes in future cash flows, and higher interest expense of $147.9 million for the quarter, up from $119.4 million. The weighted average effective interest rate rose to 4.33% from 3.72%. The company resolved its exposure to the Santerre Mezzanine Loan by taking ownership of the underlying properties in May 2023, recognizing a $29.1 million gain on foreclosure, and repaid the associated CHC Mortgage Loan in August 2023 after a June 2023 partial prepayment. Liquidity remained substantial, with over $3.1 billion available including undrawn revolver capacity and cash, and cash and cash equivalents of $433.9 million at September 30, 2023, up from $122.6 million at year-end 2022. Total debt was $13.48 billion, and the company issued $862.5 million of 3.75% Exchangeable Senior Notes due 2026 in June 2023. Operating cash flow was $840.8 million for the nine months, and the company paid $0.45 per share dividends in each of the first and second quarters, with the company stating it intends to pay dividends above 100% of taxable income for 2023.

Nov 3, 2023 8-K

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

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 10-Q

Ventas Quarterly Report for Q2 Ended Jun 30, 2023

Ventas, Inc. (VTR), a healthcare REIT operating across the United States, Canada and the United Kingdom with approximately 1,400 properties as of June 30, 2023, reported net income attributable to common stockholders of $103.5 million ($0.26 per diluted share) for the three months ended June 30, 2023, compared with a net loss of $42.4 million in the prior-year quarter. Total revenues rose to $1.11 billion from $1.02 billion, driven by resident fees and services of $724.6 million in the SHOP segment. Net operating income was $481.1 million for the quarter versus $446.0 million a year earlier, and for the six months NOI was $946.9 million versus $919.0 million. Results were helped by non-recurring items, including a $29.1 million gain on foreclosure and $33.5 million gain on the partial sale of the Ardent interest, and by a $53.7 million increase in unrealized gains on stock warrants. The balance sheet and liquidity activity were significant in the period. Senior notes payable and other debt rose to $13.35 billion from $12.30 billion at year-end 2022, largely reflecting the issuance of $862.5 million of 3.75% Exchangeable Senior Notes due 2026 and the taking of ownership of the properties securing the Santerre Mezzanine Loan on May 1, 2023, which was converted to equity. The company reported approximately $2.7 billion in liquidity and a $974.4 million remaining ATM capacity as of June 30, 2023. Subsequent to quarter end, the company entered into a $426.8 million fixed rate mortgage loan and sold 1.8 million shares under its ATM program for $84.8 million gross proceeds in July 2023. Interest expense increased $29.3 million year over year in the quarter, primarily due to a higher effective interest rate of 4.18% versus 3.54%. The company declared dividends of $0.45 per share in each of the first and second quarters of 2023, and management stated that it expects to pay dividends exceeding 100% of 2023 taxable income after NOL usage.

Aug 4, 2023 8-K

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