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Unless otherwise indicated or except where the context otherwise requires, the terms “we,” “us,” “our,” “Company” and other similar terms in Item 2 of this Quarterly Report on Form 10-Q refer to Ventas, Inc. and its consolidated subsidiaries.
Cautionary Statements
Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, among others, statements of expectations, beliefs, future plans and strategies, anticipated results from operations and developments and other matters that are not historical facts. Forward-looking statements include, among other things, statements regarding our and our officers’ intent, belief or expectation as identified by the use of phrases or words such as “assume,” “may,” “will,” “project,” “expect,” “believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,” “plan,” “line-of-sight,” “outlook,” “potential,” “opportunity,” “estimate,” “could,” “would,” “should” and other comparable and derivative terms or the negatives thereof.
Forward-looking statements are based on management’s beliefs as well as on a number of assumptions concerning future events. You should not put undue reliance on these forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements. We do not undertake a duty to update these forward-looking statements, which speak only as of the date on which they are made. We urge you to carefully review the disclosures we make concerning risks and uncertainties that may affect our business and future financial performance, including those made below and in our filings with the Securities and Exchange Commission, such as in the sections titled “Cautionary Statements — Summary Risk Factors” and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, this Quarterly Report on Form 10-Q and our Current Reports on Form 8-K as we file them with the Securities and Exchange Commission.
Certain factors that could affect our future results and our ability to achieve our stated goals include, but are not limited to: (a) our exposure and the exposure of our managers, tenants and borrowers to complex and evolving governmental policy, laws and regulations, including relating to healthcare, data privacy, cybersecurity, artificial intelligence, international trade and environmental matters, the impact of such policies, laws and regulations on our and our managers’, tenants’ and borrowers’ business and the challenges and expense associated with complying with such policies, laws and regulations; (b) the impact of market, macroeconomic and general economic conditions on us, our managers, tenants and borrowers and in areas in which our properties are geographically concentrated, including changes in or elevated inflation, interest rates and exchange rates, labor market dynamics and rises in unemployment, tightening of lending standards and reduced availability of credit or capital, events that affect consumer confidence, and the actual and perceived state of the real estate markets and public and private capital markets; (c) our ability, and the ability of our managers, tenants and borrowers, to navigate the trends impacting our or their businesses and the industries in which we or they operate, including their ability to respond to the impact of the U.S. political environment on government funding and reimbursement programs, and the financial condition or business prospect of our managers, tenants and borrowers; (d) our ability to achieve the anticipated benefits and synergies from, and effectively integrate, our completed or anticipated acquisitions and investments; (e) our ability to identify and consummate future investments in healthcare assets and effectively manage our portfolio opportunities and our investments in co-investment vehicles, joint ventures and minority interests; (f) the potential for significant general and commercial claims, legal actions, investigations, regulatory proceedings and enforcement actions that could subject us or our managers, tenants or borrowers to increased operating costs, uninsured liabilities, including fines and other penalties, reputational harm or significant operational limitations, including the loss or suspension of or moratoriums on accreditations, licenses or certificates of need, suspension of or nonpayment for new admissions, denial of reimbursement, suspension, decertification or exclusion from federal, state or foreign healthcare programs or the closure of facilities or communities; (g) our reliance on third-party managers and tenants to operate or exert substantial control over properties they manage for, or lease from, us, which limits our control and influence over such properties, their operations and their performance; (h) our reliance
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and the reliance of our managers, tenants and borrowers on the financial, credit and capital markets and the risk that those markets may be disrupted or become constrained; (i) the risk of bankruptcy, inability to obtain benefits from governmental programs, insolvency or financial deterioration of our managers, tenants borrowers and other obligors which may, among other things, have an adverse impact on the ability of such parties to make payments or meet their other obligations to us; (j) our dependency on a limited number of managers and tenants for a significant portion of our revenues and operating income; (k) our exposure to various operational risks, liabilities and claims from our operating assets; (l) our exposure to particular risks due to our specific asset classes and operating markets, such as adverse changes affecting our specific asset classes and the healthcare real estate sector, the competitiveness or financial viability of hospitals on or near the campuses where our outpatient medical buildings are located, our relationships with universities, the level of expense and uncertainty of our research tenants, and the limitation of our uses of some properties we own that are subject to ground lease, air rights or other restrictive agreements; (m) our ownership of properties or operation of business outside of the U.S. that may subject us to different or greater risks than those associated with our domestic operations; (n) the risk that our management agreements or leases are not renewed or are renewed on less favorable terms, that our managers or tenants default under those agreements or that we are unable to replace managers or tenants on a timely basis or on favorable terms, if at all; (o) the risk that the borrowers under our loans or other investments default or that, to the extent we are able to foreclose or otherwise acquire the collateral securing our loans or other investments, we will be required to incur additional expense or indebtedness in connection therewith, that the assets will underperform expectations or that we may not be able to subsequently dispose of all or part of such assets on favorable terms; (p) risks related to the recognition of reserves, allowances, credit losses or impairment charges which are inherently uncertain and may increase or decrease in the future and may not represent or reflect the ultimate value of, or loss that we ultimately realize with respect to, the relevant assets; (q) the risk of exposure to unknown liabilities from our investments in properties or businesses; (r) the impact of merger, acquisition and investment activity in the healthcare industry or otherwise affecting our managers, tenants or borrowers; (s) risks related to development, redevelopment and construction projects, including costs associated with inflation, rising or elevated interest rates, labor conditions and supply chain pressures, and risks related to increased construction and development in markets in which our properties are located, including adverse effect on our future occupancy rates; (t) our current and future amount of outstanding indebtedness, and our ability to access capital and to incur additional debt which is subject to our compliance with covenants in instruments governing our and our subsidiaries’ existing indebtedness; (u) increases in our borrowing costs as a result of becoming more leveraged, including in connection with acquisitions or other investment activity and rising or elevated interest rates; (v) the risk of potential dilution resulting from future sales or issuances of our equity securities; (w) the availability, adequacy and pricing of insurance coverage provided by our policies and policies maintained by our managers, tenants, borrowers or other counterparties; (x) the risks or uncertainties relating to the use of, or inability to take advantage of, the benefits of artificial intelligence by us or our managers, tenants or borrowers; (y) the occurrence of cybersecurity threats and incidents that could disrupt our or our managers’, tenants’ or borrower’s operations, result in the loss of confidential or personal information or damage our business relationships and reputation; (z) the risk of catastrophic or extreme weather and other natural events; (aa) our ability to attract and retain talented employees; (bb) our ability to maintain a positive reputation for quality and service with our key stakeholders; (cc) the limitations and significant requirements imposed upon our business as a result of our status as a REIT and the adverse consequences (including the possible loss of our status as a REIT) that would result if we are not able to comply with such requirements; (dd) the ownership limits contained in our certificate of incorporation with respect to our capital stock in order to preserve our qualification as a REIT, which may delay, defer or prevent a change of control of our company; and (ee) risks and uncertainties related to the UPREIT Reorganization; (ff) the other factors set forth in our periodic filings with the Securities and Exchange Commission.
Note Regarding Third-Party Information
This Quarterly Report includes information that has been derived from SEC filings that have been provided to us by our tenants and managers or been derived from SEC filings or other publicly available information of our tenants and managers. We believe that such information is accurate and that the sources from which it has been obtained are reliable. However, we cannot guarantee the accuracy of such information and have not independently verified the assumptions on which such information is based.
Company Overview
Ventas, Inc. is an S&P 500 company focused on delivering strong, sustainable shareholder returns by enabling exceptional environments that benefit a large and growing aging population. We hold a portfolio that
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includes senior housing communities, outpatient medical buildings, research centers, hospitals and healthcare facilities located in North America and the United Kingdom. As of June 30, 2026, we owned or had investments in 1,456 properties consisting of 1,420 properties in our reportable segments (“Segment Properties”) and 36 properties held by unconsolidated real estate entities in our non-segment operations. We are headquartered in Chicago, Illinois with additional corporate offices in Louisville, Kentucky and New York, New York.
We elected to be taxed as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 1999. Provided we qualify for taxation as a REIT, we generally are not required to pay U.S. federal corporate income taxes on our REIT taxable income that is currently distributed to our stockholders. In order to maintain our qualification as a REIT, we must satisfy a number of technical requirements, which impact how we invest in, operate and manage our assets.
In July 2026, we completed an internal corporate reorganization (the “Reorganization”) into a holding company structure commonly referred to as an umbrella partnership real estate investment trust (“UPREIT”). As part of the Reorganization, Ventas OP LLC (the “Operating Company”) became the sole direct subsidiary of Ventas, Inc. and all other subsidiaries previously held directly by Ventas, Inc. became indirect wholly-owned subsidiaries of Ventas, Inc. As a result, we now own substantially all of our assets and conduct substantially all of our business through our Operating Company. The day-to-day management of our business remains exclusively controlled by Ventas, Inc. and the completion of the Reorganization did not result in any changes to our consolidated financial condition, results of operations or how we operate our business through our reportable segments. Accordingly, the Reorganization did not impact our current and historical financial statements.
In connection with the Reorganization, Ventas Realty, Limited Partnership (“VRLP”) was recapitalized as reflected in the Second Amended and Restated Agreement of Limited Partnership of VRLP (“VRLP Limited Partnership Agreement”) attached to this Quarterly Report on Form 10-Q as Exhibit 10. Following the recapitalization, the Operating Company holds all of VRLP’s limited partnership interests and Ventas Inc. remains VRLP’s sole general partner. The foregoing description of the VRLP Limited Partnership Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the VRLP Limited Partnership Agreement, which is incorporated herein by reference.
We operate through three reportable segments: senior housing operating portfolio, which we refer to as “SHOP,” outpatient medical and research portfolio, which we refer to as “OM&R,” and triple-net leased properties, which we refer to as “NNN.” We also hold assets outside of our reportable segments, which we refer to as non-segment assets, and which consist primarily of corporate assets, including cash and cash equivalents, restricted cash, loans receivable and investments, accounts receivable and investments in unconsolidated entities. Our investments in unconsolidated entities include investments made through our third-party institutional private capital management platform, Ventas Investment Management (“VIM”). Through VIM, we partner with third-party institutional investors to invest in real estate through various joint ventures and other co-investment vehicles where we are the sponsor or general partner, including our open-ended investment vehicle, the Ventas Life Science & Healthcare Real Estate Fund (the “Ventas Fund”). Our investments in unconsolidated entities also includes investments in operating entities, such as Ardent Health, Inc. (together with its subsidiaries, “Ardent”) and Atria Senior Living, Inc. (together with its subsidiaries, “Atria”).
Our chief operating decision maker (“CODM”) evaluates performance of the combined properties in each operating segment and determines how to allocate resources to these segments based on net operating income (“NOI”) for each segment. See our Consolidated Financial Statements and the related notes, including “Note 16 – Segment Information,” included in Item 1 of this Quarterly Report on Form 10-Q.
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The following table summarizes information for our portfolio for the six months ended June 30, 2026 (dollars in thousands):
Segment NOI (1) Percentage of Total NOI Segment Properties
Senior housing operating portfolio (SHOP) $ 777,957 58.2 % 813
Outpatient medical and research portfolio (OM&R) 302,135 22.6 407
Triple-net leased properties (NNN) 241,884 18.1 200
Non-segment (2) 14,310 1.1 n/a
$ 1,336,286 100.0 % 1,420
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(1) Net Operating Income (“NOI”) is defined as total revenues, less interest and other income, property-level operating expenses and third-party capital management expenses. See “Non-GAAP Financial Measures” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure and a reconciliation to Net income attributable to common stockholders, as computed in accordance with U.S. generally accepted accounting principles (“GAAP”), to NOI.
(2) NOI for non-segment includes management fees and promote revenues, net of expenses related to our third-party institutional private capital management platform, income from loans and investments and corporate-level expenses not directly attributable to any of our three reportable segments.
n/a—not applicable
Business Strategy
For nearly three decades, Ventas has pursued a strategy focused on delivering outsized value to stockholders and other key stakeholders by enabling exceptional environments that benefit a large and growing aging population. Working with industry-leading care providers, partners and research and medical institutions, our collaborative and experienced team is focused on achieving consistent, superior total returns through: (1) delivering profitable organic growth in senior housing, (2) capturing value-creating external growth focused on senior housing, (3) generating strong cash flow throughout our portfolio of high-quality assets unified in meeting demographic demand and (4) maintaining financial strength, flexibility and liquidity.
Our objective is to generate reliable and growing cash flows from our portfolio, which enables us to pay regular cash dividends to stockholders and creates opportunities to increase stockholder value.
Market Trends
Our operations have historically been and are expected to continue to be impacted by economic and market conditions. We expect senior housing to benefit from strong supply/demand fundamentals, including robust projected demand growth combined with low projected supply growth.
The performance and growth of our business will also depend on the broader macroeconomic environment, including consumer sentiment, interest rates, inflation and GDP growth.
See “Risk Factors” in Part I, Item 1A of our 2025 Annual Report for additional discussion of risks affecting our business.
2026 Highlights
Investments and Dispositions
•In our SHOP segment, during the six months ended June 30, 2026, we acquired 61 senior housing communities for an aggregate purchase price of $2.8 billion.
•During the six months ended June 30, 2026, we sold three senior housing communities in our SHOP segment, two properties in our OM&R segment and 10 properties in our NNN segment formerly leased to Brookdale Senior Living (“Brookdale”), for aggregate consideration of $52.6 million and recognized $15.2 million in Gain on real estate dispositions in our Consolidated Statements of Income.
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•In our SHOP segment, in July 2026, we acquired 2 senior housing communities, for an aggregate purchase price of $142.2 million.
Liquidity and Capital
•As of June 30, 2026, we had $4.9 billion in liquidity, including approximately $3.5 billion of availability under our unsecured revolving credit facility, $199.0 million of cash and cash equivalents on hand, and $1.5 billion of estimated proceeds available under unsettled equity forward sales agreements, calculated using the forward price, net of fees, partially offset by $265.0 million in borrowings outstanding under our commercial paper program and $28.2 million outstanding under our uncommitted line for standby letters of credit.
•In January 2026, VRLP amended the existing $500 million unsecured term loan due June 2027 to, among other things, extend the maturity to January 2031 and increase the aggregate principal borrowings to up to $1.25 billion. In connection with the amendment, VRLP also repaid in full a $200 million unsecured term loan due February 2027. As of June 30, 2026, aggregate principal of $1.25 billion was outstanding.
•In May 2026, we increased the amount that VRLP may issue from time to time under its commercial paper program from a maximum aggregate amount outstanding at any time of $2.0 billion to $2.5 billion. Other than the increase in the program’s maximum capacity, the other terms of the commercial paper program remained unchanged.
Senior Notes
•In January 2026, we repaid $500.0 million aggregate principal amount of 4.125% Senior Notes due 2026.
•In June 2026, we settled the outstanding aggregate principal amount of $856.1 million of the exchangeable notes in cash and the conversion premium by issuing 5.9 million of Ventas common stock.
Mortgages
•During the six months ended June 30, 2026, we used the proceeds from a new mortgage loan with a principal amount of C$92.0 million ($67.4 million) maturing in February 2031 to refinance an existing mortgage loan with a principal amount of C$87.1 million ($63.8 million).
•During the three months ended June 30, 2026, in connection with certain of our senior housing acquisitions, we incurred $333.7 million of mortgage loans with maturities ranging from August 2029 to May 2031.
Equity
•In May 2026, we amended the existing ATM Program such that the aggregate gross sales price of common stock available for issuance increased from $2.5 billion to $3.0 billion.
•During the three months ended June 30, 2026, we entered into equity forward sales agreements under the ATM Program for 20.9 million shares of our common stock for gross proceeds of $1.8 billion, representing an average price of $86.94 per share. During the three months ended June 30, 2026, we settled 20.8 million shares of common stock under outstanding equity forward sales agreements entered into under the ATM Program for net cash proceeds of $1.7 billion.
•In July 2026, we entered into equity forward sales agreements under the ATM Program for 1.3 million shares of common stock or approximately $119.7 million in gross proceeds which remain unsettled with maturity in December 2027. As of July 30, 2026, the remaining amount available under the ATM Program for future sales of common stock was $2.0 billion, and we maintained unsettled equity forward sales agreements of 18.5 million shares of common stock, or approximately $1.6 billion in gross proceeds, with varying maturities through December 2027.
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Other Items
•During the six months ended June 30, 2026, the Ventas Fund, an equity method investee, acquired two senior housing communities for an aggregate purchase price of $109.3 million.
•During the six months ended June 30, 2026, the Pension Fund Joint Venture, an equity method investee, sold one senior housing community for proceeds of $37.8 million.
•In July 2026, the Ventas Fund, an equity method investee, acquired one senior housing community for a purchase price of $63.3 million.
•In June 2026, we amended the existing leases for all long-term acute care hospital properties leased to Kindred to, among other things, extend the term for all properties to April 30, 2039 at the existing cash base rent and substantially the same cash base rent annual escalation of 2.75% and include all Kindred-operated properties into one amended master lease (the “Kindred Master Lease”). Additionally, in connection with a refinancing of Scion intended to streamline its capital structure and reduce its debt balance, we originated a six-year, interest-only senior secured loan to Scion, with an initial principal amount of $300.0 million and an effective interest rate of 10.7% per annum. We also entered into an amendment to our existing Scion Warrants to, among other things, reduce the exercise price and extend the warrant term to 10 years.
Critical Accounting Policies and Estimates
Our Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q have been prepared in accordance with GAAP for interim financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the SEC instructions to Form 10-Q and Article 10 of Regulation S-X. GAAP requires us to make estimates and assumptions regarding future events that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We base these estimates on our experience and assumptions we believe to be reasonable under the circumstances. However, if our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, we may have applied a different accounting treatment, resulting in a different presentation of our financial statements. We periodically reevaluate our estimates and assumptions and, in the event they prove to be different from actual results, we make adjustments in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain.
Our 2025 Annual Report contains additional information regarding the critical accounting policies that affect our more significant estimates and judgments used in the preparation of our Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. There have been no material changes to these policies in 2026.
Recent Accounting Standards
On November 4, 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“DISE”), which requires disaggregated disclosure of income statement expenses for public business entities (“PBEs”). ASU 2024-03 requires PBEs to include footnote disclosure that disaggregates, in a tabular presentation, each relevant expense caption on the face of the income statement that includes certain natural expenses relevant to the Company, such as (i) employee compensation, (ii) depreciation and (iii) intangible asset amortization. The tabular disclosure must also include certain other expenses, when applicable. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. We are evaluating the impact of adopting ASU 2024-03 on our Consolidated Financial Statements.
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Results of Operations
As of June 30, 2026, we operated through three reportable segments: SHOP, OM&R and NNN. In our SHOP segment, we own and invest in senior housing communities and engage operators to operate those communities. In our OM&R segment, we primarily acquire, own, develop, lease and manage outpatient medical buildings and research centers. In our NNN segment, we invest in and own senior housing communities, skilled nursing facilities (“SNFs”), long-term acute care facilities (“LTACs”), freestanding inpatient rehabilitation facilities (“IRFs”) and other healthcare facilities and lease the properties to tenants under triple-net or absolute-net leases that obligate the tenants to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures. Information provided for “non-segment” includes management fees and promote revenues, net of expenses related to our third-party institutional private capital management platform, income from loans and investments and corporate-level expenses not directly attributable to any of our three reportable segments. Non-segment assets consist primarily of corporate assets, including cash and cash equivalents, restricted cash, loans receivable and investments and accounts receivable.
Our CODM is the Chief Executive Officer of the Company. Our CODM evaluates performance of the combined properties in each operating segment and determines how to allocate resources to these segments, based on NOI for each segment. For further information regarding our reportable segments and a discussion of our definition of NOI, see “Note 16 – Segment Information” of the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. See “Non-GAAP Financial Measures” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure and reconciliations of Net income attributable to common stockholders, as computed in accordance with GAAP, to NOI.
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Three Months Ended June 30, 2026 and 2025
The table below shows our results of operations for the three months ended June 30, 2026 and 2025 and the effect of changes in those results from period to period on our Net income attributable to common stockholders (dollars in thousands):
For the Three Months Ended June 30, Increase (Decrease) to Net Income
2026 2025 $ %
NOI:
SHOP $ 403,499 $ 286,412 $ 117,087 40.9 %
OM&R 151,532 146,486 5,046 3.4
NNN 121,714 148,736 (27,022) (18.2)
Non-segment 8,463 6,492 1,971 30.4
Total NOI 685,208 588,126 97,082 16.5
Interest and other income 1,778 5,871 (4,093) (69.7)
Interest expense (160,034) (150,298) (9,736) (6.5)
Depreciation and amortization (407,711) (347,719) (59,992) (17.3)
General, administrative and professional fees (46,986) (42,856) (4,130) (9.6)
Loss on extinguishment of debt, net (83) — (83) nm
Transaction, transition and restructuring costs (13,478) (4,627) (8,851) (191.3)
Other expense (4,454) (5,839) 1,385 nm
Income before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests 54,240 42,658 11,582 27.2
Loss from unconsolidated entities (7,812) (1,138) (6,674) nm
Gain on real estate dispositions 176 33,816 (33,640) nm
Income tax benefit (expense) 25,618 (3,874) 29,492 761.3
Net income 72,222 71,462 760 1.1
Net income attributable to noncontrolling interests 1,652 3,198 (1,546) nm
Net income attributable to common stockholders $ 70,570 $ 68,264 $ 2,306 nm
______________________________
nm - not meaningful
NOI—SHOP Segment
The following table summarizes results of operations in our SHOP segment for the three months ended June 30, 2026 (dollars in thousands):
For the Three Months Ended June 30, Increase (Decrease) to NOI
2026 2025 $ %
NOI—SHOP:
Resident fees and services $ 1,363,498 $ 1,032,714 $ 330,784 32.0 %
Less: Property-level operating expenses (959,999) (746,302) (213,697) (28.6)
NOI $ 403,499 $ 286,412 $ 117,087 40.9
Segment Properties at June 30, Average Unit Occupancy for the Three Months Ended June 30, Average Monthly Revenue Per Occupied Room for the Three Months Ended June 30,
2026 2025 2026 2025 2026 2025
Total communities 813 683 88.7 % 86.5 % $ 5,629 $ 5,241
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Resident fees and services include all amounts earned from residents at the senior housing communities in our SHOP segment, such as rental fees related to resident leases, extended healthcare fees and other ancillary service income. Property-level operating expenses related to our SHOP segment include labor, food, utilities, real estate taxes, insurance, repairs and maintenance, marketing, management fees, supplies and other costs of operating the properties. For senior housing communities in our SHOP segment, occupancy generally reflects average operator-reported unit occupancy for the reporting period. Average monthly revenue per occupied room reflects average resident fees and services per operator-reported occupied unit for the reporting period.
The increase in our SHOP segment NOI for the three months ended June 30, 2026 compared to the same period in 2025 was primarily driven by revenue growth due to an increase in average occupancy, revenue per occupied room, additional properties acquired and conversions of senior housing communities from our NNN segment to our SHOP segment. The revenue increase is partially offset by higher operating expenses in 2026, driven by an increase in the number of communities in our SHOP segment, increase in occupancy and inflation.
The following table compares results of operations for our 567 Same-Store SHOP communities (dollars in thousands). See “Non-GAAP Financial Measures—NOI” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure regarding Same-Store NOI for each of our reportable business segments.
For the Three Months Ended June 30, Increase (Decrease) to NOI
2026 2025 $ %
Same-Store NOI—SHOP:
Resident fees and services $ 979,575 $ 902,284 $ 77,291 8.6 %
Less: Property-level operating expenses (674,884) (640,263) (34,621) (5.4)
NOI $ 304,691 $ 262,021 $ 42,670 16.3
Segment Properties at June 30, Average Unit Occupancy for the Three Months Ended June 30, Average Monthly Revenue Per Occupied Room for the Three Months Ended June 30,
2026 2025 2026 2025 2026 2025
Same-Store communities 567 567 90.9 % 87.9 % $ 5,528 $ 5,265
The increase in our Same-Store SHOP segment NOI for the three months ended June 30, 2026 compared to the same period in 2025 was primarily driven by higher average occupancy and revenue per occupied room, partially offset by higher property-level operating expenses due to higher occupancy and inflation.
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NOI—OM&R Segment
The following table summarizes results of operations in our OM&R segment for the three months ended June 30, 2026 (dollars in thousands). For properties in our OM&R segment, occupancy generally reflects occupied square footage divided by net rentable square footage as of the end of the reporting period.
For the Three Months Ended June 30, Increase (Decrease) to NOI
2026 2025 $ %
NOI—OM&R:
Rental income $ 228,605 $ 220,814 $ 7,791 3.5 %
Third-party capital management revenues 708 673 35 5.2
Total revenues 229,313 221,487 7,826 3.5
Less:
Property-level operating expenses (77,781) (75,001) (2,780) (3.7)
NOI $ 151,532 $ 146,486 $ 5,046 3.4
Segment Properties at June 30, Occupancy at June 30, Annualized Average Rent Per Occupied Square Foot for the Three Months Ended June 30,
2026 2025 2026 2025 2026 2025
Total OM&R 407 415 88.5 % 87.9 % $ 40 $ 38
The $5.0 million increase in our OM&R segment NOI for the three months ended June 30, 2026 compared to the same period in 2025 was primarily due to new leasing activity, high tenant retention and additional NOI from a development project placed in service, partially offset by higher property-level operating expenses and dispositions.
The following table compares results of operations for our 399 Same-Store OM&R properties (dollars in thousands):
For the Three Months Ended June 30, Increase (Decrease) to NOI
2026 2025 $ %
Same-Store NOI—OM&R:
Rental income $ 216,834 $ 209,755 $ 7,079 3.4 %
Less: Property-level operating expenses (72,255) (69,863) (2,392) (3.4)
NOI $ 144,579 $ 139,892 $ 4,687 3.4
Segment Properties at June 30, Occupancy at June 30, Annualized Average Rent Per Occupied Square Foot for the Three Months Ended June 30,
2026 2025 2026 2025 2026 2025
Same-Store OM&R 399 399 90.0 % 90.0 % $ 39 $ 38
The $4.7 million increase in our Same-Store OM&R segment NOI for the three months ended June 30, 2026 compared to the same period in 2025 is primarily due to new leasing activity and high tenant retention, partially offset by higher property-level operating expenses.
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NOI—NNN Segment
The following table summarizes results of operations in our 200 NNN segment properties for the three months ended June 30, 2026 (dollars in thousands):
For the Three Months Ended June 30, (Decrease) Increase to NOI
2026 2025 $ %
NOI—NNN:
Rental income $ 124,856 $ 152,702 $ (27,846) (18.2) %
Less: Property-level operating expenses (3,142) (3,966) 824 20.8
NOI $ 121,714 $ 148,736 $ (27,022) (18.2)
In our NNN segment, our revenues generally consist of fixed rental amounts (subject to contractual escalations) received from our tenants in accordance with the applicable lease terms. We report revenues and property-level operating expenses within our NNN segment for real estate tax and insurance expenses that are paid from escrows collected from our tenants.
The $27.0 million decrease in our NNN segment NOI for the three months ended June 30, 2026 compared to the same period in 2025 was primarily driven by a $22.1 million decrease in rental income from senior housing communities that converted to our SHOP segment and a $5.9 million decrease in rental income from dispositions.
Occupancy rates may affect the profitability of our tenants’ operations. For senior housing communities and post-acute properties in our NNN segment, occupancy generally reflects average operator-reported unit and bed occupancy, respectively, for the reporting period. Because triple-net occupancy reporting is delivered to us following the reporting period, occupancy is reported in arrears. The following table sets forth average continuing occupancy rates for the trailing 12 months ended March 31, 2026 and 2025 related to the triple-net leased properties we owned and that were included in our NNN segment at June 30, 2026 and 2025, respectively. The table excludes (i) properties classified as held for sale, (ii) non-stabilized properties, (iii) certain properties for which we do not receive occupancy information and (iv) properties acquired or properties that transitioned operators for which we do not have a full quarter of occupancy results.
Number of Properties at June 30, 2026 Average Occupancy for the 12 Months Ended March 31, 2026 Number of Properties at June 30, 2025 Average Occupancy for the 12 Months Ended March 31, 2025
Senior housing communities 117 79.9% 165 78.7%
SNFs 25 80.8 18 86.9
IRFs and LTACs 42 58.2 34 58.5
The following table compares results of operations for our 199 Same-Store NNN segment properties (dollars in thousands):
For the Three Months Ended June 30, Increase (Decrease) to NOI
2026 2025 $ %
Same-Store NOI—NNN:
Rental income $ 124,856 $ 123,407 $ 1,449 1.2 %
Less: Property-level operating expenses (3,141) (2,906) (235) (8.1)
NOI $ 121,715 $ 120,501 $ 1,214 1.0
The increase in our Same-Store NNN segment rental income for the three months ended June 30, 2026 compared to the same period in 2025 was attributable primarily due to contractual rent escalators.
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NOI—Non-Segment
Non-segment NOI includes management fees and promote revenues, net of expenses, related to our third-party institutional private capital management platform, income from loans and investments and corporate-level expenses not directly attributable to any of our three reportable business segments. The $2.0 million increase in non-segment NOI for the three months ended June 30, 2026 compared to the same period in 2025 was primarily due to interest income from a new secured loan investment.
Corporate Results
Interest and other income
The $4.1 million decrease in Interest and other income for the three months ended June 30, 2026 compared to the same period in 2025 was primarily due to a decrease in overall cash and cash equivalents invested in short-term money market funds.
Interest expense
The $9.7 million increase in Interest expense for the three months ended June 30, 2026 compared to the same period in 2025 was driven primarily by an increase in the weighted average debt outstanding. Our weighted average debt outstanding was $13.5 billion and $13.0 billion for the three months ended June 30, 2026 and 2025, respectively. Total debt decreased from $13.0 billion as of December 31, 2025 to $12.7 billion as of June 30, 2026. Our weighted average effective interest rate was 4.59% and 4.55% for the three months ended June 30, 2026 and 2025, respectively.
Depreciation and amortization
The $60.0 million increase in Depreciation and amortization expense for the three months ended June 30, 2026 compared to the same period in 2025 was primarily due to an increase of $64.1 million associated with recent acquisition activities in 2026 compared to 2025.
General, administrative and professional fees
The $4.1 million increase in General, administrative and professional fees for the three months ended June 30, 2026 compared to the same period in 2025 was primarily due to an increase in investments and strategic initiatives and to scale our employee base in support of our growing enterprise.
Transaction, transition and restructuring costs
The $8.9 million increase in Transaction, transition and restructuring costs for the three months ended June 30, 2026 compared to the same period in 2025 was primarily due to a $6.2 million increase in transaction costs.
Other expense
The $1.4 million decrease in Other expense for the three months ended June 30, 2026 compared to the same period in 2025 was primarily due to lower insurance related expenses, net of insurance proceeds, partially offset by mark to market adjustments to our derivative instruments in 2025.
Loss from unconsolidated entities
The $6.7 million increase in Loss from unconsolidated entities for the three months ended June 30, 2026 compared to the same period in 2025 was primarily due to higher depreciation and amortization expense and interest expense due to assets being placed in service.
Gain on real estate dispositions
For the three months ended June 30, 2026, we sold 3 properties for a $0.2 million gain. For the three months ended June 30, 2025, we sold 10 properties and recognized a $13.2 million gain.
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Income tax benefit (expense)
The $25.6 million income tax benefit for the three months ended June 30, 2026 is primarily due to the reversal of valuation allowances recorded against the net deferred tax assets of certain of our TRS entities, partially offset by increases in the valuation allowance for certain TRS entities during the period. The $3.9 million income tax expense for the three months ended June 30, 2025 was primarily due to certain of our TRS entities incurring tax expense as a result of interest expense in excess of certain deduction thresholds, partially offset by the reversal of valuation allowances recorded against the net deferred tax assets of certain of our TRS entities.
Six Months Ended June 30, 2026 and 2025
The table below shows our results of operations for the six months ended June 30, 2026 and 2025 and the effect of changes in those results from period to period on our Net income attributable to common stockholders (dollars in thousands):
For the Six Months Ended June 30, Increase (Decrease) to Net Income
2026 2025 $ %
NOI:
SHOP $ 777,957 $ 550,916 $ 227,041 41.2 %
OM&R 302,135 292,528 9,607 3.3
NNN 241,884 301,322 (59,438) (19.7)
Non-segment 14,310 12,647 1,663 13.1
Total NOI 1,336,286 1,157,413 178,873 15.5
Interest and other income 4,277 8,949 (4,672) (52.2)
Interest expense (316,176) (299,654) (16,522) (5.5)
Depreciation and amortization (790,179) (669,244) (120,935) (18.1)
General, administrative and professional fees (109,732) (96,005) (13,727) (14.3)
Loss on extinguishment of debt, net (532) — (532) nm
Transaction, transition and restructuring costs (20,137) (10,609) (9,528) (89.8)
Other expense (14,154) (7,251) (6,903) (95.2)
Income before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests 89,653 83,599 6,054 nm
Loss from unconsolidated entities (15,162) (4,449) (10,713) nm
Gain on real estate dispositions 15,222 33,985 (18,763) (55.2)
Income tax benefit 41,555 6,683 34,872 nm
Net income 131,268 119,818 11,450 nm
Net income attributable to noncontrolling interests 4,786 4,686 100 2.1
Net income attributable to common stockholders $ 126,482 $ 115,132 $ 11,350 nm
______________________________
nm - not meaningful
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NOI—SHOP Segment
The following table summarizes results of operations in our SHOP segment for the six months ended June 30, 2026 (dollars in thousands):
For the Six Months Ended June 30, Increase (Decrease) to NOI
2026 2025 $ %
NOI—SHOP:
Resident fees and services $ 2,656,288 $ 2,001,618 $ 654,670 32.7 %
Less: Property-level operating expenses (1,878,331) (1,450,702) (427,629) (29.5)
NOI $ 777,957 $ 550,916 $ 227,041 41.2
Segment Properties at June 30, Average Unit Occupancy for the Six Months Ended June 30, Average Monthly Revenue Per Occupied Room for the Six Months Ended June 30,
2026 2025 2026 2025 2026 2025
Total communities 813 683 88.6 % 86.3 % $ 5,601 $ 5,188
The increase in our SHOP segment NOI for the six months ended June 30, 2026 compared to the same period in 2025 was primarily driven by revenue growth due to an increase in average occupancy, revenue per occupied room, additional properties acquired and conversions of senior housing communities from our NNN segment to our SHOP segment. The revenue increase is partially offset by higher operating expenses in 2026, driven by an increase in the number of communities in our SHOP segment, increase in occupancy and inflation.
The following table compares results of operations for our 550 Same-Store SHOP communities (dollars in thousands). See “Non-GAAP Financial Measures—NOI” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure regarding Same-Store NOI for each of our reportable business segments.
For the Six Months Ended June 30, Increase (Decrease) to NOI
2026 2025 $ %
Same-Store NOI—SHOP:
Resident fees and services $ 1,878,336 $ 1,728,612 $ 149,724 8.7 %
Less: Property-level operating expenses (1,304,903) (1,234,040) (70,863) (5.7)
NOI $ 573,433 $ 494,572 $ 78,861 15.9
Segment Properties at June 30, Average Unit Occupancy for the Six Months Ended June 30, Average Monthly Revenue Per Occupied Room for the Six Months Ended June 30,
2026 2025 2026 2025 2026 2025
Same-Store communities 550 550 90.7 % 87.6 % $ 5,507 $ 5,247
The increase in our Same-Store SHOP segment NOI for the six months ended June 30, 2026 compared to the same period in 2025 was primarily driven by higher average occupancy and revenue per occupied room, partially offset by higher property-level operating expenses due to higher occupancy and inflation.
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NOI—OM&R Segment
The following table summarizes results of operations in our OM&R segment for the six months ended June 30, 2026 (dollars in thousands). For properties in our OM&R segment, occupancy generally reflects occupied square footage divided by net rentable square footage as of the end of the reporting period.
For the Six Months Ended June 30, Increase (Decrease) to NOI
2026 2025 $ %
NOI—OM&R:
Rental income $ 458,709 $ 442,133 $ 16,576 3.7 %
Third-party capital management revenues 1,508 1,353 155 11.5
Total revenues 460,217 443,486 16,731 3.8
Less:
Property-level operating expenses (158,082) (150,958) (7,124) (4.7)
NOI $ 302,135 $ 292,528 $ 9,607 3.3
Segment Properties at June 30, Occupancy at June 30, Annualized Average Rent Per Occupied Square Foot for the Six Months Ended June 30,
2026 2025 2026 2025 2026 2025
Total OM&R 407 415 88.5 % 87.9 % $ 40 $ 38
The $9.6 million increase in our OM&R segment NOI for the six months ended June 30, 2026 compared to the same period in 2025 was primarily due to new leasing activity, high tenant retention and additional NOI from a development project placed in service, partially offset by higher property-level operating expenses and dispositions.
The following table compares results of operations for our 399 Same-Store OM&R properties (dollars in thousands):
For the Six Months Ended June 30, Increase (Decrease) to NOI
2026 2025 $ %
Same-Store NOI—OM&R:
Rental income $ 435,094 $ 420,724 $ 14,370 3.4 %
Less: Property-level operating expenses (146,844) (140,469) (6,375) (4.5)
NOI $ 288,250 $ 280,255 $ 7,995 2.9
Segment Properties at June 30, Occupancy at June 30, Annualized Average Rent Per Occupied Square Foot for the Six Months Ended June 30,
2026 2025 2026 2025 2026 2025
Same-Store OM&R 399 399 90.0 % 90.0 % $ 39 $ 38
The $8.0 million increase in our Same-Store OM&R segment NOI for the six months ended June 30, 2026 compared to the same period in 2025 is primarily due to new leasing activity and high tenant retention, partially offset by higher property-level operating expenses.
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NOI— NNN Segment
The following table summarizes results of operations in our 200 NNN segment properties for the six months ended June 30, 2026 (dollars in thousands):
For the Six Months Ended June 30, (Decrease) Increase to NOI
2026 2025 $ %
NOI—NNN:
Rental income $ 247,927 $ 308,815 $ (60,888) (19.7) %
Less: Property-level operating expenses (6,043) (7,493) 1,450 19.4
NOI $ 241,884 $ 301,322 $ (59,438) (19.7)
The $59.4 million decrease in our NNN segment NOI for the six months ended June 30, 2026 compared to the same period in 2025 was primarily driven by a $46.7 million decrease in rental income from senior housing communities that converted to our SHOP segment and a $15.4 million decrease in rental income from dispositions.
The following table compares results of operations for our 199 Same-Store NNN segment properties (dollars in thousands):
For the Six Months Ended June 30, Increase to NOI
2026 2025 $ %
Same-Store NOI—NNN:
Rental income $ 247,956 $ 245,069 $ 2,887 1.2 %
Less: Property-level operating expenses (6,042) (6,206) 164 2.6
NOI $ 241,914 $ 238,863 $ 3,051 1.3
The increase in our Same-Store NNN segment rental income for the six months ended June 30, 2026 compared to the same period in 2025 was attributable primarily to contractual rent escalators.
NOI—Non-Segment
The $1.7 million increase in non-segment NOI for the six months ended June 30, 2026 compared to the same period in 2025 was primarily due to interest income from a new secured loan investment.
Corporate Results
Interest and other income
The $4.7 million decrease in Interest and other income for the six months ended June 30, 2026 compared to the same period in 2025 was primarily due to a decrease in overall cash and cash equivalents invested in short-term money market funds.
Interest expense
The $16.5 million increase in Interest expense, net of capitalized interest for the six months ended June 30, 2026 compared to the same period in 2025 was driven primarily by higher rates and a higher overall debt balance. Our weighted average effective interest rate was 4.59% and 4.51% for the six months ended June 30, 2026 and 2025, respectively. Our weighted average debt outstanding was $13.4 billion and $13.1 billion for the six months ended June 30, 2026 and 2025, respectively. Total debt decreased from $13.0 billion as of December 31,2025 to $12.7 billion as of June 30, 2026.
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Depreciation and amortization
The $120.9 million increase in Depreciation and amortization expense for the six months ended June 30, 2026 compared to the same period in 2025 was primarily due to $118.8 million associated with recent acquisition activities in 2026 compared to 2025.
General, administrative and professional fees
The $13.7 million increase in General, administrative and professional fees for the six months ended June 30, 2026 compared to the same period in 2025 was primarily due to an increase in investments and strategic initiatives and to scale our employee base in support of our growing enterprise.
Transaction, transition and restructuring costs
The $9.5 million increase in Transaction, transition and restructuring costs for the six months ended June 30, 2026 compared to the same period in 2025 was primarily due to a $6.4 million increase in transaction costs.
Other expense
The $6.9 million increase in Other expense for the six months ended June 30, 2026 compared to the same period in 2025 was primarily due to mark to market adjustments to our derivative instruments in 2025, partially offset by lower net insurance costs.
Loss from unconsolidated entities
The $10.7 million increase in Loss from unconsolidated entities for the six months ended June 30, 2026 compared to the same period in 2025 is primarily due to higher depreciation and amortization expense and interest expense due to assets being placed in service.
Gain on real estate dispositions
For the six months ended June 30, 2026, we sold 15 properties for a gain of $15.2 million. For the six months ended June 30, 2025, we sold 11 properties for a gain of $13.2 million and entered into a sales-type lease which resulted in a gain of $20.8 million.
Income tax benefit
The $41.6 million of income tax benefit for the six months ended June 30, 2026 was primarily due to the reversal of valuation allowances recorded against the net deferred tax assets of certain of our TRS entities, partially offset by increases in the valuation allowance for certain TRS entities during the periods. The $6.7 million of income tax benefit for the six months ended June 30, 2025 was primarily due to the reversal of valuation allowances recorded against the net deferred tax assets of certain of our TRS entities.
Non-GAAP Financial Measures
We consider certain non-GAAP financial measures to be useful supplemental measures of our operating performance. A non-GAAP financial measure is a measure of historical or future financial performance, financial position or cash flows that excludes or includes amounts that are not so excluded from or included in the most directly comparable measure calculated and presented in accordance with GAAP. Described below are the non-GAAP financial measures used by management to evaluate our operating performance and that we consider most useful to investors, together with reconciliations of these measures to the most directly comparable GAAP measures.
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The non-GAAP financial measures we present in this Quarterly Report on Form 10-Q may not be comparable to those presented by other companies, which may define similarly titled measures differently than we do. You should not consider these measures as alternatives for, or superior to, financial measures calculated in accordance with GAAP. In order to facilitate a clear understanding of our consolidated historical operating results, you should examine these measures in conjunction with the most directly comparable GAAP measures as presented in our Consolidated Financial Statements and other financial data included elsewhere in this Quarterly Report on Form 10-Q.
Nareit Funds From Operations and Normalized Funds From Operations Attributable to Common Stockholders
Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. However, since real estate values historically have risen or fallen with market conditions, many industry investors deem presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. For that reason, we consider Nareit Funds From Operations attributable to common stockholders (“FFO”) and Normalized FFO attributable to common stockholders (“Normalized FFO”) to be appropriate supplemental measures of operating performance of an equity REIT. We believe that the presentation of FFO, combined with the presentation of required GAAP financial measures, has improved the understanding of operating results of REITs among the investing public and has helped make comparisons of REIT operating results more meaningful. Management generally considers FFO to be a useful measure for understanding and comparing our operating results because, by excluding gains and losses related to sales of previously depreciated operating real estate assets, impairment losses on depreciable real estate and real estate asset depreciation and amortization (which can differ across owners of similar assets in similar condition based on historical cost accounting and useful life estimates), FFO can help investors compare the operating performance of a company’s real estate across reporting periods and to the operating performance of other companies. We believe that Normalized FFO is useful because it allows investors, analysts and our management to compare our operating performance across periods on a consistent basis. In some cases, we provide information about identified non-cash components of FFO and Normalized FFO because it allows investors, analysts and our management to assess the impact of those items on our financial results.
We use the National Association of Real Estate Investment Trusts (“Nareit”) definition of FFO. Nareit defines FFO as net income attributable to common stockholders (computed in accordance with GAAP) excluding gains (or losses) from sales of real estate property, including gain (or loss) on re-measurement of equity method investments and impairment write-downs of depreciable real estate, plus real estate depreciation and amortization, and after adjustments for unconsolidated entities and noncontrolling interests. Adjustments for unconsolidated entities and noncontrolling interests will be calculated to reflect FFO on the same basis. We define Normalized FFO as Nareit FFO excluding the following income and expense items, without duplication: (a) gains and losses on derivatives, net and changes in the fair value of financial instruments; (b) the non-cash impact of income tax benefits or expenses; (c) gains and losses on extinguishment of debt, net including the write-off of unamortized deferred financing fees or additional costs, expenses, discounts, make-whole payments, penalties or premiums incurred as a result of early retirement or payment of our debt; (d) transaction, transition and restructuring costs; (e) amortization of other intangibles; (f) non-cash stock-based compensation expense; (g) net expenses or recoveries related to significant disruptive events; (h) the impact of expenses related to asset impairment and valuation allowances; (i) the financial impact of contingent consideration; (j) gains and losses on non-real estate dispositions and other normalizing items related to noncontrolling interests and unconsolidated entities; and (k) other items set forth in the Normalized FFO reconciliation included herein.
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The following table summarizes our FFO and Normalized FFO for the three and six months ended June 30, 2026 and 2025 (dollars in thousands):
For the Three Months Ended June 30, For the Six Months Ended June 30,
2026 2025 2026 2025
Net income attributable to common stockholders $ 70,570 $ 68,264 $ 126,482 $ 115,132
Adjustments:
Depreciation and amortization on real estate assets 406,036 346,214 786,848 666,413
Depreciation on real estate assets related to noncontrolling interests (6,238) (3,973) (10,493) (8,144)
Depreciation on real estate assets related to unconsolidated entities 22,600 18,716 44,699 34,711
Gain on real estate dispositions (176) (33,816) (15,222) (33,985)
Loss (gain) on real estate dispositions related to unconsolidated entities 29 (62) 63 (25)
Nareit FFO attributable to common stockholders 492,821 395,343 932,377 774,102
Adjustments:
Loss (gain) on derivatives, net 100 (1,074) (14) (9,458)
Non-cash impact of income tax (benefit) expense (29,017) 748 (48,255) (13,032)
Loss on extinguishment of debt, net 83 — 532 —
Transaction, transition and restructuring costs 13,478 4,627 20,137 10,609
Amortization of other intangibles 119 121 238 243
Non-cash stock-based compensation expense (1) 5,312 7,683 30,154 26,509
Significant disruptive events, net (1,064) 958 1,121 5,024
Normalizing items related to noncontrolling interests and unconsolidated entities, net 1,884 463 3,044 949
Other normalizing items, net — (1) — (1)
Normalized FFO attributable to common stockholders (1) $ 483,716 $ 408,868 $ 939,334 $ 794,945
______________________________
(1)Beginning with the first quarter of 2026, the Company excludes non-cash stock-based compensation expense from the calculation of Normalized FFO. Results for prior periods have been updated to conform to this presentation.
NOI
We consider NOI an important supplemental measure because it allows investors, analysts and our management to assess our unlevered property-level operating results and to compare our operating results between periods on a consistent basis. We define NOI as total revenues, less interest and other income, property-level operating expenses and third-party capital management expenses. In order to facilitate a clear understanding of our historical consolidated operating results, NOI should be examined in conjunction with Net income attributable to common stockholders as presented in our Consolidated Financial Statements and other financial data included elsewhere in this Quarterly Report on Form 10-Q.
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The following table sets forth a reconciliation of Net income attributable to common stockholders to NOI (dollars in thousands):
For the Three Months Ended June 30, For the Six Months Ended June 30,
2026 2025 2026 2025
Net income attributable to common stockholders $ 70,570 $ 68,264 $ 126,482 $ 115,132
Adjustments:
Interest and other income (1,778) (5,871) (4,277) (8,949)
Interest expense 160,034 150,298 316,176 299,654
Depreciation and amortization 407,711 347,719 790,179 669,244
General, administrative and professional fees 46,986 42,856 109,732 96,005
Loss on extinguishment of debt, net 83 — 532 —
Transaction, transition and restructuring costs 13,478 4,627 20,137 10,609
Other expense 4,454 5,839 14,154 7,251
Net income attributable to noncontrolling interests 1,652 3,198 4,786 4,686
Loss from unconsolidated entities 7,812 1,138 15,162 4,449
Gain on real estate dispositions (176) (33,816) (15,222) (33,985)
Income tax (benefit) expense (25,618) 3,874 (41,555) (6,683)
NOI $ 685,208 $ 588,126 $ 1,336,286 $ 1,157,413
See “Results of Operations” for discussions regarding both NOI and Same-Store NOI. We define Same-Store as properties owned, consolidated and operational for the full period in both comparison periods and that are not otherwise excluded; provided, however, that we may include selected properties that otherwise meet the Same-Store criteria if they are included in substantially all of, but not a full, period for one or both of the comparison periods, and in our judgment such inclusion provides a more meaningful presentation of our segment performance.
Newly acquired development properties and recently developed or redeveloped properties in our SHOP reportable segment will be included in Same-Store once they are stabilized for the full period in both periods presented. These properties are considered stabilized upon the earlier of (a) the achievement of 80% sustained occupancy or (b) 24 months from the date of acquisition or substantial completion of work. Recently developed or redeveloped properties in our OM&R and NNN reportable segments will be included in Same-Store once substantial completion of work has occurred for the full period in both periods presented. Our SHOP and NNN properties that have undergone operator or business model transitions will be included in Same-Store once operating under consistent operating structures for the full period in both periods presented.
Properties are excluded from Same-Store if they are: (i) sold, classified as held for sale or properties whose operations were classified as discontinued operations in accordance with GAAP; (ii) impacted by significant disruptive events such as flood or fire; (iii) for SHOP, those properties that are currently undergoing a significant disruptive redevelopment; (iv) for OM&R and NNN reportable segments, those properties for which management has an intention to institute, or has instituted, a redevelopment plan because the properties may require major property-level expenditures to maximize value, increase NOI, or maintain a market-competitive position and/or achieve property stabilization, most commonly as the result of an expected or actual material change in occupancy or NOI; or (v) for SHOP and NNN reportable segments, those properties that are scheduled to undergo operator or business model transitions, or have transitioned operators or business models after the start of the prior comparison period.
To eliminate the impact of exchange rate movements, our same-store NOI and same-store SHOP communities average monthly revenue per occupied room (RevPor) performance-based disclosures assume constant exchange rates across comparable periods using the following methodology: the current period’s results are shown in actual reported USD, while prior comparison period’s results are adjusted and converted to USD based on the average monthly exchange rate for the current period.
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The following table shows the same-store metrics for the prior year’s results with and without the impact from applying a constant exchange rate:
For the Three Months Ended June 30, 2025
Constant Exchange Rate Without Constant Exchange Rate
Same-Store NOI—SHOP
Resident fees and services $ 902,284 $ 902,402
Less: Property-level operating expenses (640,263) (640,301)
NOI $ 262,021 $ 262,101
Same-Store NOI—NNN
Rental income $ 123,407 $ 123,389
Less: Property-level operating expenses (2,906) (2,906)
NOI $ 120,501 $ 120,483
For the Three Months Ended June 30, 2025
Constant Exchange Rate Without Constant Exchange Rate
Same-Store RevPor - SHOP Communities $ 5,265 $ 5,266
For the Six Months Ended June 30, 2025
Constant Exchange Rate Without Constant Exchange Rate
Same-Store NOI—SHOP
Resident fees and services $ 1,728,612 $ 1,723,114
Less: Property-level operating expenses (1,234,040) (1,230,717)
NOI $ 494,572 $ 492,397
Same-Store NOI—NNN
Rental income $ 245,069 $ 244,792
Less: Property-level operating expenses (6,206) (6,206)
NOI $ 238,863 $ 238,586
For the Six Months Ended June 30, 2025
Constant Exchange Rate Without Constant Exchange Rate
Same-Store RevPor - SHOP Communities $ 5,247 $ 5,230
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Concentration Risk
We use concentration ratios to identify, understand and evaluate the potential impact of economic downturns and other adverse events that may affect our asset types, geographic locations, business models, and managers, tenants and borrowers. We evaluate concentration risk in terms of investment mix and operations mix. Investment mix measures the percentage of our investments that is concentrated in a specific asset type or that is operated or managed by a particular manager, tenant or borrower. Operations mix measures the percentage of our operating results that is attributed to a particular manager, tenant or borrower, geographic location or business model. See “Note 3 – Concentration of Credit Risk” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure on the concentration of our credit risk.
The following tables reflect our concentration risk as of the dates and for the periods presented:
As of June 30, 2026 As of December 31, 2025
Investment mix by asset type (1):
Senior housing communities 71.1 % 69.2 %
Outpatient medical buildings 16.6 18.2
Research centers 5.1 5.6
Other healthcare facilities 3.9 4.1
Inpatient rehabilitation facilities (“IRFs”) and long-term acute care facilities (“LTACs”) 1.6 1.8
Skilled nursing facilities (“SNFs”) 0.6 0.7
Secured loans receivable and investments, net 1.1 0.4
Total 100.0 % 100.0 %
Investment mix by manager and tenant (1):
Atria 17.9 % 19.6 %
Lillibridge 8.8 9.5
Sunrise 8.6 9.3
Discovery 7.1 5.4
Le Groupe Maurice 5.6 6.2
Wexford 4.9 5.3
Ardent 4.1 4.5
PMB RES 3.7 4.0
All other 39.3 36.2
Total 100.0 % 100.0 %
______________________________
(1)Ratios are based on the gross book value of consolidated real estate investments (excluding properties classified as held for sale, development properties not yet operational and land parcels and including secured loan receivable and investments, net) as of each reporting date.
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For the Three Months Ended June 30, For the Six Months Ended June 30,
2026 2025 2026 2025
Operations mix by manager and tenant and business model:
Total Revenues:
SHOP 78.8 % 72.7 % 78.4 % 72.0 %
Ardent 2.3 2.7 2.3 2.8
Kindred (1) 2.0 2.5 2.0 2.6
All others 16.9 22.1 17.3 22.6
Total 100.0 % 100.0 % 100.0 % 100.0 %
Net operating income (“NOI”):
SHOP 58.9 % 48.7 % 58.2 % 47.6 %
Ardent 5.7 6.5 5.9 6.6
Kindred (1) 5.1 5.9 5.2 6.1
All other 30.3 38.9 30.7 39.7
Total 100.0 % 100.0 % 100.0 % 100.0 %
Operations mix by geographic location:
Total Revenues:
California 11.5 % 12.5 % 11.6 % 12.7 %
Texas 9.1 8.2 9.0 7.7
New York 7.9 6.8 7.9 6.9
Quebec, Canada 4.7 5.4 4.8 5.4
Florida 5.1 3.6 4.8 3.6
All others 61.7 63.5 61.9 63.7
Total 100.0 % 100.0 % 100.0 % 100.0 %
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(1) Includes financial impact from leasing and loan agreements with Kindred.
See “Non-GAAP Financial Measures” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure and reconciliations of Net income attributable to common stockholders, as computed in accordance with GAAP, to NOI.
Triple-Net Lease Performance and Expirations
Any failure, inability or unwillingness by our tenants to satisfy their obligations under our triple-net leases could have a material adverse effect on us. Also, if our tenants are not able or willing to renew our triple-net leases upon expiration, we may be unable to reposition the applicable properties on a timely basis or on the same or better economic terms, if at all. Although our lease expirations are staggered, the non-renewal of some or all of our triple-net leases that expire in any given year could have a material adverse effect on us. During the six months ended June 30, 2026, we had no triple-net lease expirations that, in the aggregate, had a material impact on our financial condition or results of operations for that period.
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Tenant Lease Expirations
The following table summarizes our lease expirations in our OM&R and NNN segments, excluding real estate assets classified as held for sale, over the next 10 years and thereafter, assuming that none of the tenants exercise any of their renewal or purchase options, as of June 30, 2026 (dollars and square feet in thousands):
Expiration Year
Remainder of 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Thereafter
OM&R:
Square Feet 1,345 2,826 2,547 2,562 2,371 1,858 1,546 1,251 2,538 841 2,296
OM&R Annualized Base Rent (1) $39,015 $87,763 $76,044 $76,130 $68,938 $46,510 $46,576 $39,359 $71,151 $23,631 $62,524
% of Total OM&R Annualized Base Rent 6 % 14 % 12 % 12 % 11 % 7 % 7 % 6 % 11 % 4 % 10 %
NNN:
Segment Properties 11 6 10 18 7 20 7 4 0 80 36
NNN Annualized Base Rent (1)(2) $11,519 $10,795 $18,127 $12,248 $7,312 $30,106 $9,271 $1,570 $0 $214,799 $145,497
% of Total NNN Annualized Base Rent 3 % 2 % 4 % 3 % 2 % 7 % 2 % — % — % 47 % 32 %
Total OM&R and NNN Annualized Base Rent $50,534 $98,558 $94,170 $88,377 $76,250 $76,616 $55,847 $40,930 $71,151 $238,430 $208,021
% of Total OM&R and NNN Annualized Base Rent 5 % 9 % 9 % 8 % 7 % 7 % 5 % 4 % 7 % 22 % 19 %
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(1)Annualized Base Rent (“ABR”) represents the annualized contractual cash base rent as of quarter end. ABR does not include future rent escalators, percentage rent, which is a rental charge typically based on certain tenants' gross revenue, common area maintenance charges or non-cash items such as straight-line rental income, the amortization of above / below market lease intangibles or other items.
(2)The expiration of ABR in 2035 includes rent associated with 65 properties currently leased to Brookdale. See “Risk Factors—Risks Relating to Our Business Operations and Strategy—Our inability to renew our management agreements with our SHOP managers or our leases with our NNN and OM&R tenants on as favorable terms or at all, and our inability when necessary, to effectively and efficiently transition a SHOP community to a new manager or a NNN or OM&R property to a new tenant, may have an adverse effect on our business, financial condition and results of operations” included in Part I, Item 1A of our 2025 Annual Report.
Liquidity and Capital Resources
Our principal sources of liquidity are cash flows from operations, proceeds from the issuance of debt and equity securities, borrowings under our unsecured revolving credit facility and commercial paper program, and proceeds from asset sales.
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For the next 12 months, our principal liquidity needs are to: (i) fund operating expenses; (ii) meet our debt service requirements; (iii) repay maturing mortgage and other debt; (iv) fund acquisitions, investments and commitments and any development and redevelopment activities; (v) fund capital expenditures; and (vi) make distributions to our stockholders and unitholders, as required for us to continue to qualify as a REIT. Depending upon the availability of external capital, we believe our liquidity is sufficient to fund these uses of cash. We expect that these liquidity needs generally will be satisfied by a combination of the following: cash flows from operations, cash on hand, unsettled equity forward sales agreements, debt assumptions and financings (including secured financings), issuances of debt and equity securities, dispositions of assets (including, in whole or in part, through joint venture arrangements) and borrowings under our revolving credit facility and commercial paper program. However, an inability to access liquidity through multiple capital sources concurrently could have a material adverse effect on us.
Our material contractual obligations arising in the normal course of business primarily consist of long-term debt and related interest payments, and operating obligations which include ground lease obligations. During the six months ended June 30, 2026, our material contractual obligations decreased primarily due to the net repayment of debt. See “Note 10 – Senior Notes Payable and Other Debt” and “Note 12 – Commitments and Contingencies” of the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information regarding our long-term debt obligations and operating obligations, respectively.
We may, from time to time, seek to retire or purchase our outstanding indebtedness for cash or in exchange for equity securities in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, prospects for capital and other factors. The amounts involved may be material.
Credit Facilities, Commercial Paper, Unsecured Term Loans and Letters of Credit
As of June 30, 2026, our $3.5 billion unsecured revolving credit facility had no borrowings outstanding and $0.8 million restricted to support outstanding letters of credit. We use our unsecured revolving credit facility to support our commercial paper program and for general corporate purposes.
Our wholly-owned subsidiary, VRLP, may issue from time to time unsecured commercial paper notes up to a maximum aggregate amount outstanding at any time of $2.5 billion. The notes are sold under customary terms in the U.S. commercial paper note market and are ranked pari passu with VRLP’s other unsecured senior indebtedness. The notes are fully and unconditionally guaranteed by Ventas. As of June 30, 2026 and December 31, 2025, we had $265.0 million and no borrowings, respectively, outstanding under our commercial paper program.
As of June 30, 2026, VRLP had an unsecured term loan in aggregate principal of $1.25 billion. The term loan is priced at SOFR plus 0.85%, which is subject to adjustment based on VRLP’s debt ratings. This term loan is fully and unconditionally guaranteed by Ventas and subject to certain customary covenants and other terms and conditions. It is scheduled to mature in January 2031 and includes an accordion feature that permits VRLP to increase the aggregate borrowings thereunder to up to $1.75 billion, subject to the satisfaction of certain conditions, including the receipt of additional commitments for such increase.
As of June 30, 2026, we had a $100.0 million uncommitted line for standby letters of credit, which had an outstanding balance of $28.2 million. The agreement governing the line contains certain customary covenants and other terms and conditions. Under its terms, we are required to pay a fixed rate commission on each outstanding letter of credit.
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Exchangeable Senior Notes
In June 2023, VRLP issued $862.5 million aggregate principal amount of its 3.75% Exchangeable Senior Notes due 2026 (the “Exchangeable Notes”) in a private placement. The Exchangeable Notes were senior, unsecured obligations of VRLP and fully and unconditionally guaranteed on an unsecured and unsubordinated basis by Ventas. The Exchangeable Notes bore interest at a rate of 3.75% per year, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2023. The Exchangeable Notes matured in June 2026, and in accordance with the terms of the governing indenture, we settled the outstanding aggregate principal amount of the Exchange Notes with $856.1 million in cash and the conversion premium by issuing 5.9 million of Ventas common stock.
During the three and six months ended June 30, 2026, we recognized $5.2 million and $13.2 million, respectively, of contractual interest expense and amortization of issuance costs of $1.2 million and $3.1 million, respectively, related to the Exchangeable Notes.
Senior Notes
In January 2026, we repaid $500.0 million aggregate principal amount of 4.13% Senior Notes due 2026.
Mortgages
During the six months ended June 30, 2026, we used the proceeds from a new mortgage loan with a principal amount of C$92.0 million ($67.4 million) maturing in February 2031 to refinance an existing mortgage loan with a principal amount of C$87.1 million ($63.8 million).
During the three months ended June 30, 2026, in connection with certain of our senior housing acquisitions, we incurred $333.7 million of mortgage loans with maturities ranging from August 2029 to May 2031.
Derivatives and Hedging
In the normal course of our business, interest rate fluctuations affect future cash flows under our variable rate debt obligations, loans receivable and marketable debt securities, and foreign currency exchange rate fluctuations affect our operating results. We follow established risk management policies and procedures, including the use of derivative instruments, to mitigate the impact of these risks.
We do not use derivative instruments for trading or speculative purposes, and we have a policy of entering into contracts only with major financial institutions based upon their credit ratings and other factors. When considered together with the underlying exposure that the derivative is designed to hedge, we do not expect that the use of derivatives in this manner would have any material adverse effect on our future financial condition or results of operations.
We enter into interest rate swaps in order to maintain a capital structure containing targeted amounts of fixed and variable-rate debt and manage interest rate risk. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for our fixed-rate payments. These interest rate swap agreements are used to hedge the variable cash flows associated with variable-rate debt.
Periodically, we enter into interest rate derivatives, such as treasury locks, to partially hedge the risk of changes in interest payments attributable to increases in the benchmark interest rate during the period leading up to the probable issuance of fixed-rate debt. We designate our interest rate locks as cash flow hedges. Gains and losses when we settle our interest rate locks are amortized over the life of the related debt and recorded in Interest expense in our Consolidated Statements of Income.
As of June 30, 2026, our variable rate debt obligations of $1.9 billion reflect, in part, the effect of $74.4 million notional amount of interest rate swaps with maturities in March 2027, that effectively convert fixed rate debt to variable rate debt. These interest rate swaps were not designated for hedge accounting.
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As of June 30, 2026, our fixed rate debt obligations of $10.8 billion reflect, in part, the effect of $125.1 million and C$587.6 million ($414.0 million) notional amount of interest rate swaps with maturities ranging from June 2027 to April 2031, that effectively convert variable rate debt to fixed rate debt. These interest rate swaps were designated as cash flow hedges.
2026 Activity
During the three and six months ended June 30, 2026, approximately $0.2 million and $0.7 million, respectively, of realized losses primarily relating to our interest rate swaps and treasury locks were reclassified into Interest expense in our Consolidated Statements of Income. Approximately $0.3 million of unrealized gains, which are included in Accumulated other comprehensive income as of June 30, 2026, are expected to be reclassified into earnings within the next 12 months.
Capital Stock
Equity Forward Sales Agreements
In May 2026, we amended the existing ATM Program such that the aggregate gross sales price of common stock available for issuance increased from $2.5 billion to $3.0 billion. As of June 30, 2026, the remaining amount available under the ATM Program for future sales of common stock was $2.3 billion.
During the three months ended June 30, 2026, we entered into equity forward sales agreements under the ATM Program for 20.9 million shares of our common stock for gross proceeds of $1.8 billion, representing an average price of $86.94 per share. During the three months ended June 30, 2026, we settled 20.8 million shares of common stock under outstanding equity forward sales agreements entered into under the ATM Program for net cash proceeds of $1.7 billion.
In July 2026, we entered into equity forward sales agreements under the ATM Program for 1.3 million shares of common stock or approximately $119.7 million in gross proceeds which remain unsettled with maturity in December 2027. As of July 30, 2026, the remaining amount available under the ATM Program for future sales of common stock was $2.0 billion, and we maintained unsettled equity forward sales agreements of 18.5 million shares of common stock, or approximately $1.6 billion in gross proceeds, with varying maturities through December 2027.
From time to time, including under the ATM Program, we may enter into equity forward sales agreements. An equity forward sales agreement enables us to secure a share price on the sale of shares of our common stock at or shortly after the time the forward sales agreement becomes effective, while postponing the receipt of proceeds from the sale of shares until a future date. Equity forward sales agreements generally have a maturity of one to two years. At any time during the term of an equity forward sales agreement, we may settle that equity forward sales agreement by delivery of physical shares of our common stock to the forward purchaser or, at our election, subject to certain exceptions, we may settle in cash or by net share settlement. The forward sales price we expect to receive upon settlement of outstanding equity forward sales agreements will be the initial forward price, net of commissions, established on or shortly after the effective date of the relevant equity forward sales agreement, subject to adjustments for accrued interest, the forward purchasers’ stock borrowing costs in excess of a certain threshold specified in the equity forward sales agreement and certain fixed price reductions for expected dividends on our common stock during the term of the equity forward sales agreement. Our unsettled equity forward sales agreements are accounted for as equity instruments. Refer to “Note 15 – Earnings Per Share.”
Dividends
During the six months ended June 30, 2026, we declared a dividend of $0.52 per share of our common stock in each of the first and second quarters. In order to continue to qualify as a REIT, we must make annual distributions to our stockholders of at least 90% of our REIT taxable income (excluding net capital gain). In addition, we will be subject to income tax at the regular corporate rate to the extent we distribute less than 100% of our REIT taxable income, including any net capital gains. We intend to pay dividends greater than 100% of our taxable income, after the use of any net operating loss carryforwards, for 2026.
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We expect that our cash flows will exceed our REIT taxable income due to depreciation and other non-cash deductions in computing REIT taxable income and that we will be able to satisfy the 90% distribution requirement. However, from time to time, we may not have sufficient cash on hand or other liquid assets to meet this requirement or we may decide to retain cash or distribute such greater amount as may be necessary to avoid income and excise taxation. If we do not have sufficient cash on hand or other liquid assets to enable us to satisfy the 90% distribution requirement, or if we desire to retain cash, we may borrow funds, issue additional equity securities, pay taxable stock dividends, if possible, distribute other property or securities or engage in a transaction intended to enable us to meet the REIT distribution requirements or any combination of the foregoing.
Capital Expenditures
From time to time, we engage in development and redevelopment activities within our reportable business segments and through our investments in unconsolidated entities. For example, we are party to certain agreements that commit us to develop properties funded through capital that we and, in certain circumstances, our joint venture partners provide. In addition, from time to time, we engage in redevelopment projects with respect to our existing senior housing communities, outpatient medical buildings and research centers to maximize the value, increase NOI, maintain a market-competitive position, achieve property stabilization or change the primary use of the property.
The terms of our triple-net leases generally obligate our tenants to pay all capital expenditures necessary to maintain and improve our triple-net leased properties. However, from time to time, we may fund the capital expenditures for our triple-net leased properties through loans or advances to the tenants, which may increase the amount of rent payable with respect to the properties in certain cases. We may also fund capital expenditures for which we may become responsible upon expiration of our triple-net leases or in the event that our tenants are unable or unwilling to meet their obligations under those leases.
We expect that these liquidity needs generally will be satisfied by a combination of the following: cash flows from operations, cash on hand, debt assumptions and financings (including secured financings), issuances of debt and equity securities, dispositions of assets (in whole or in part through joint venture arrangements) and borrowings under our revolving credit facilities and commercial paper program.
To the extent that unanticipated capital expenditure needs arise or significant borrowings are required, our liquidity may be affected adversely. Our ability to borrow additional funds may be restricted in certain circumstances by the terms of the instruments governing our outstanding indebtedness.
Cash Flows
The following table sets forth our sources and uses of cash flows for the six months ended June 30, 2026 and 2025 (dollars in thousands):
For the Six Months Ended June 30, Change
2026 2025 $ %
Cash, cash equivalents and restricted cash at beginning of period $ 786,137 $ 957,233 $ (171,096) (17.9) %
Net cash provided by operating activities 951,156 796,482 154,674 19.4
Net cash used in investing activities (3,019,305) (1,088,164) (1,931,141) (177.5)
Net cash provided by financing activities 1,507,587 7,830 1,499,757 nm
Effect of foreign currency translation (1,758) 3,376 (5,134) (152.1)
Cash, cash equivalents and restricted cash at end of period $ 223,817 $ 676,757 $ (452,940) (66.9)
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nm - not meaningful
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Cash Flows from Operating Activities
Cash flows from operating activities increased $154.7 million during the six months ended June 30, 2026 compared to the same period in 2025 primarily due to growth in our SHOP business.
Cash Flows from Investing Activities
Net cash used in investing activities increased $1.9 billion during the six months ended June 30, 2026 compared to the same period in 2025 primarily due to a $1.5 billion increase from higher real estate investments in our SHOP business, $300.9 million increase in loan investments, $96.4 million decrease in proceeds from dispositions and $65.0 million increase in aggregate redevelopment and development projects and other capital expenditures.
Cash Flows from Financing Activities
Net cash provided by financing activities increased $1.5 billion during the six months ended June 30, 2026 compared to the same period in 2025 primarily due to a $1.5 billion increase in proceeds from common stock issuances, $304.5 million increase in proceeds from debt and $265.0 million increase in net proceeds from commercial paper, partially offset by $469.3 million increase in debt repayment.
Off-Balance Sheet Arrangements
We own interests in certain unconsolidated entities as described in “Note 7 – Investments in Unconsolidated Entities.” Except in limited circumstances, our risk of loss is limited to our investment in the entities and any outstanding loans receivable. Further, we use financial derivative instruments to hedge interest rate and foreign currency exchange rate exposure. Finally, as of June 30, 2026, we had $28.9 million outstanding letters of credit obligations.
Commitments and Contingencies
Guarantor and Issuer Information - Registered Senior Notes
Ventas, Inc. has fully and unconditionally guaranteed the obligation to pay principal and interest with respect to the outstanding senior notes issued by our 100% owned subsidiary, VRLP, that were issued in transactions registered under the Securities Act of 1933. No other Ventas entities are issuers or guarantors of debt securities registered under the Securities Act.
Under certain circumstances, contractual and legal restrictions, including those contained in the instruments governing our subsidiaries’ outstanding mortgage indebtedness, may restrict our ability to obtain cash from our subsidiaries for the purpose of meeting our debt service obligations, including VRLP’s payment obligations and our payment guarantees with respect to VRLP’s registered senior notes.
As of June 30, 2026, VRLP was a direct, wholly owned subsidiary of Ventas, Inc. Excluding investments in subsidiaries, the assets, liabilities and results of operations of VRLP and Ventas, Inc., on a combined basis, were not material to the consolidated financial position or consolidated results of operations of Ventas. Therefore, in accordance with Rule 13-01 of Regulation S-X, we have elected to exclude summarized financial information for the issuer and guarantor of our registered senior notes.
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