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Item 3 — Quantitative and Qualitative Disclosures About Market Risk
Ventas, Inc. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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The following discussion of our exposure to various market risks contains forward-looking statements that involve risks and uncertainties. These projected results have been prepared utilizing certain assumptions considered reasonable in light of information currently available to us. Nevertheless, because of the inherent unpredictability of interest rates and other factors, actual results could differ materially from those projected in such forward-looking information.
Market Risk
We are primarily exposed to market risk related to changes in interest rates with respect to borrowings under our unsecured revolving credit facility, our unsecured term loans and our commercial paper program, certain of our mortgage loans that are variable rate obligations, mortgage loans receivable that bear interest at variable rates and available for sale securities. These market risks result primarily from changes in benchmark interest rates. To manage these risks, we continuously monitor our level of variable rate debt with respect to total debt and other factors, including our assessment of current and future economic conditions. See “Risk Factors—We are exposed to increases in interest rates, which could reduce our profitability and adversely impact our ability to refinance existing debt, sell assets or engage in acquisition, investment, development and redevelopment activity, and our decision to hedge against interest rate risk might not be effective” included in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025.
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The table below sets forth certain information with respect to our debt, excluding premiums and discounts (dollars in thousands):
As of June 30, 2026 As of December 31, 2025 As of June 30, 2025
Balance:
Fixed rate:
Senior notes/Exchangeable senior notes $ 8,350,372 $ 9,761,830 $ 9,274,518
Unsecured term loans — — —
Mortgage loans and other 2,487,472 2,202,886 2,659,357
Subtotal fixed rate 10,837,844 11,964,716 11,933,875
Variable rate:
Unsecured revolving credit facility — — 1,374
Unsecured term loans 1,250,000 700,000 700,000
Commercial paper notes 265,000 — —
Mortgage loans and other 415,266 438,911 519,625
Subtotal variable rate 1,930,266 1,138,911 1,220,999
Total $ 12,768,110 $ 13,103,627 $ 13,154,874
Percentage of total debt:
Fixed rate:
Senior notes/Exchangeable senior notes 65.4 % 74.5 % 70.5 %
Unsecured term loans — — —
Mortgage loans and other 19.5 16.8 20.2
Variable rate:
Unsecured revolving credit facility — — —
Unsecured term loans 9.8 5.3 5.3
Commercial paper notes 2.1 — —
Mortgage loans and other 3.2 3.4 4.0
Total 100.0 % 100.0 % 100.0 %
Weighted average interest rate at end of period:
Fixed rate:
Senior notes/Exchangeable senior notes 4.3 % 4.3 % 4.2 %
Unsecured term loans — — —
Mortgage loans and other 4.6 4.4 4.3
Variable rate:
Unsecured revolving credit facility — — 5.0
Unsecured term loans 4.5 4.7 5.3
Commercial paper notes 3.9 — —
Mortgage loans and other 5.2 4.9 4.6
Total 4.4 4.3 4.3
The variable rate debt as of June 30, 2026 in the table above reflects, 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. In addition, the fixed rate debt as of June 30, 2026 in the table above reflects, 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, in each case, that effectively convert variable rate debt to fixed rate debt. See “Note 10 – Senior Notes Payable and Other Debt” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025.
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The increase in our outstanding variable rate debt at June 30, 2026 compared to December 31, 2025 was primarily attributable to a $550.0 million term loan draw and an increase of $265.0 million in commercial paper notes outstanding.
The decrease in our outstanding fixed rate debt at June 30, 2026 compared to December 31, 2025 was primarily attributable to the repayment of senior notes.
Assuming a 100 basis point increase in the weighted average interest rate related to our consolidated variable rate debt and assuming no change in our consolidated variable rate debt outstanding as of June 30, 2026 of $1.9 billion, interest expense on an annualized basis would increase by approximately $19.3 million, or approximately $0.04 per diluted common share.
As of June 30, 2026 and December 31, 2025, our joint venture partners’ aggregate share of total consolidated debt was $335.9 million and $328.2 million, respectively, with respect to certain properties we owned through consolidated joint ventures.
Total consolidated debt does not include our portion of unconsolidated debt related to investments in unconsolidated real estate entities, which was $755.8 million and $732.5 million as of June 30, 2026 and December 31, 2025, respectively.
The fair value of our fixed rate debt is based on current market interest rates at which we could obtain similar borrowings. Increases in market interest rates typically result in a decrease in the fair value of fixed rate debt while decreases in market interest rates typically result in an increase in the fair value of fixed rate date. While changes in market interest rates affect the fair value of our fixed rate debt, these changes do not affect the interest expense associated with our fixed rate debt. Therefore, interest rate risk does not have a significant impact on our fixed rate debt obligations until their maturity or earlier prepayment and refinancing. If interest rates have risen at the time we seek to refinance our fixed rate debt, whether at maturity or otherwise, our future earnings and cash flows could be adversely affected by additional borrowing costs. Conversely, lower interest rates at the time of refinancing may reduce our overall borrowing costs.
To highlight the sensitivity of our fixed rate debt to changes in interest rates, the following summary shows the effects of a hypothetical instantaneous change of 100 basis points in interest rates (dollars in thousands):
As of June 30, 2026 As of December 31, 2025
Gross book value $ 10,837,844 $ 11,964,716
Fair value 10,674,965 12,290,096
Fair value reflecting change in interest rates:
-100 basis points 11,127,744 12,826,536
+100 basis points 10,257,251 11,859,768
As of June 30, 2026 and December 31, 2025, the fair value of our secured and non-mortgage loans receivable, based on our estimates of currently prevailing rates for comparable loans, was $462.4 million and $166.8 million, respectively. See “Note 6 – Loans Receivable and Investments” and “Note 11 – Fair Values of Financial Instruments” of the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
As a result of our Canadian and United Kingdom operations, we are subject to fluctuations in certain foreign currency exchange rates that may, from time to time, affect our financial condition and operating performance. Based solely on our results for the six months ended June 30, 2026 (including the impact of existing hedging arrangements), if the value of the U.S. dollar relative to the British pound and Canadian dollar were to increase or decrease by one standard deviation compared to the average exchange rate during the year, our Net Income and Normalized FFO for the six months ended June 30, 2026 would decrease or increase by less than $0.01 per diluted common share. We will continue to mitigate these risks through a layered approach to hedging and continual assessment of our foreign operational capital structure. Nevertheless, we cannot assure you that any such fluctuations will not have a significant effect on our earnings.
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