Ventas, Inc. (VTR) — Agentic Tribune

ITEM 1. Business

BUSINESS

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 includes senior housing communities, outpatient medical buildings, research centers, hospitals and healthcare facilities located in North America and the United Kingdom. As of December 31, 2025, we owned or had investments in 1,409 properties consisting of 1,374 properties in our reportable segments (“Segment Properties”) and 35 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. See “Risk Factors—Risks Relating to Our REIT Status” included in Part I, Item 1A of this Annual Report.

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 include investments in operating entities, such as Ardent Health, Inc. (together with its subsidiaries, “Ardent”) and Atria Senior Living, Inc. (together with its subsidiaries, “Atria”). See our Consolidated Financial Statements and the related notes, including “Note 7 – Investments in Unconsolidated Entities” included in Part II, Item 8 of this Annual Report.

Our chief operating decision maker 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 2 – Accounting Policies” and “Note 18 – Segment Information” included in Part II, Item 8 of this Annual Report.

The following table summarizes information for our portfolio for the year ended December 31, 2025 (dollars in thousands):

Segment	NOI (1)		Percentage of Total NOI		Segment Properties
Senior housing operating portfolio (SHOP)	$	1,184,064	49.4	%	752
Outpatient medical and research portfolio (OM&R)	590,169		24.7	%	409
Triple-net leased properties (NNN)	588,073		24.6	%	213
Non-segment (2)	30,748		1.3	%	n/a
	$	2,393,054	100	%	1,374

______________________________

(1) “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 Annual Report for additional disclosure and a reconciliation of 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.

Our Businesses

Senior Housing Operating Portfolio (SHOP)

In our SHOP segment, we own and invest in senior housing communities. We participate directly in the financial performance of the communities’ operations and are generally responsible for all operational costs, expenses and other liabilities. We typically engage third-party managers to operate the communities on our behalf but generally hold applicable healthcare licenses and enroll in applicable government healthcare programs on behalf of the communities in our SHOP segment.

In order to support our SHOP segment, we developed Ventas OI™, a proprietary data and analytics platform, to provide us with timely access to high-quality data that informs real-time decisions. Through Ventas OI™, we collect and assess data from a variety of sources, including proprietary data from our senior housing operations and external data sources. This data supports business models and automated dashboard reporting that are enabled by machine learning, providing us with reporting systems & business intelligence dashboards, marketing and sales analytics, competitive intelligence and geospatial analytics. Ventas OI™ blends our operational expertise and data analytics to engage the managers, enhance the performance of our communities and elevate the quality of care and services delivered to residents. We also leverage Ventas OI™ for our investment and capital expenditure decisions.

The senior housing communities in our SHOP segment include independent living communities, assisted living communities, memory care communities and continuing care retirement communities. Independent living communities are typically age-restricted multifamily rental properties with central dining facilities that provide residents with access to meals and other services such as housekeeping, linen service, transportation and social and recreational activities. Assisted living communities typically offer similar services as independent living communities, plus supportive care that is provided by trained employees to residents who require assistance with activities of daily living, such as bathing, dressing and medication management. Memory care communities provide care for individuals with Alzheimer’s disease and other forms of dementia or memory loss. Continuing care retirement communities are typically age-restricted properties that offer a continuum of care, and may include a combination of independent living, assisted living, memory care and skilled nursing units. Our assisted living, memory care and continuing care retirement communities are generally subject to state licensure requirements for the delivery of some or all of their services, while our independent living communities generally are not. Charges for room, board and services at these communities are generally paid from private sources, with limited reliance on government reimbursement programs such as Medicaid.

Because we have elected to be taxed as a REIT, we are subject to restrictions impacting how we invest in, operate or manage our properties, including the senior housing communities in our SHOP segment. Some of those restrictions depend on whether a senior housing community is treated as a “qualified health care property” under the REIT rules. Senior housing communities in our SHOP segment that are “qualified health care properties” generally must be managed and operated by a third-party manager, including for purposes of procuring supplies, hiring and training employees, entering into third-party contracts for the benefit of the community and providing resident care and services. Senior housing communities that are not “qualified health care properties” may be managed by us directly through a taxable REIT subsidiary or by a third-party manager. The majority of senior housing communities in our SHOP segment are characterized as “qualified health care properties” that must be operated by third-party managers. See “—Government Regulation—Tax Regulation” included in Part I, Item 1 of this Annual Report.

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Financial statements

data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .

From 10-Q filed 2026-04-28 (period ending 2026-03-31).

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

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) 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

facilities located in North America and the United Kingdom. As of March 31, 2026, we owned or had investments in 1,425 properties consisting of 1,390 properties in our reportable segments (“Segment Properties”) and 35 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 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.

The following table summarizes information for our portfolio for the three months ended March 31, 2026 (dollars in thousands):

Segment	NOI (1)		Percentage of Total NOI		Segment Properties
Senior housing operating portfolio (SHOP)	$	374,458	57.5	%	783
Outpatient medical and research portfolio (OM&R)	150,603		23.1		407
Triple-net leased properties (NNN)	120,170		18.5		200
Non-segment (2)	5,847		0.9		n/a
	$	651,078	100.0	%	1,390

______________________________

(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.

n/a—not applicable

Business Strategy

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.

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 three months ended March 31, 2026, we acquired 29 senior housing communities for an aggregate purchase price of $1.0 billion.

•During the three months ended March 31, 2026, we sold one senior housing community in our SHOP segment, one property in our OM&R segment and 10 properties in our NNN segment formerly leased to Brookdale Senior Living (“Brookdale”), for aggregate consideration of $47.1 million and recognized $15.0 million in Gain on real estate dispositions in our Consolidated Statements of Income.

•In our SHOP segment, in April 2026, we acquired two senior housing communities for an aggregate purchase price of $59.0 million; and through a subsidiary in which we hold a 75% controlling interest, we acquired 11 senior housing communities for an aggregate purchase price of $540.0 million.

Liquidity and Capital

•As of March 31, 2026, we had $5.5 billion in liquidity, including approximately $3.5 billion of availability under our unsecured revolving credit facility, $550 million of undrawn capacity on the delayed draw term loan, $183.6 million of cash and cash equivalents on hand, and $1.4 billion of estimated proceeds available under unsettled equity forward sales agreements, calculated using the forward price, net of fees, partially offset by $65.0 million in borrowings outstanding under our commercial paper program and $18.6 million outstanding under our uncommitted line for standby letters of credit.

•During the three months ended March 31, 2026, we amended our $500 million unsecured term loan to, among other things, extend the maturity to January 2031, increase the principal amount to $700 million and establish a $550 million unsecured delayed draw term loan which, as of March 31, 2026, remained undrawn. In connection with the amendment, we also repaid in full our $200 million unsecured term loan due February 2027.

Senior Notes

•In January 2026, we repaid $500.0 million aggregate principal amount of 4.13% Senior Notes due 2026.

Mortgages

•During the three months ended March 31, 2026, we refinanced a CAD $92.0 million ($67.4 million) mortgage loan with new maturity in February 2031 and repaid a mortgage with principal amount of CAD $87.1 million ($63.8 million).

Equity

• In February 2026, we amended our existing ATM Program, such that the aggregate gross sales price of common stock available for issuance under the ATM Program immediately following the amendment was $2.5 billion.

•During the three months ended March 31, 2026, we entered into equity forward sales agreements under the ATM Program for 13.8 million shares of our common stock for gross proceeds of $1.2 billion, representing an average price of $84.62 per share. During the three months ended March 31, 2026, we settled 10.6 million shares of common stock under outstanding equity forward sales agreements entered into under the ATM Program for net cash proceeds of $800.0 million.

•In April 2026, we entered into equity forward sales agreements under the ATM Program for 2.5 million shares of common stock or approximately $205.5 million in gross proceeds which remain unsettled with maturity in October 2027. As of April 28, 2026, the remaining amount available under the ATM Program for future sales of common stock was $1.2 billion, and we maintained unsettled equity forward sales agreements of 19.6 million shares of common stock, or approximately $1.6 billion in gross proceeds, with varying maturities through October 2027.

Other Items

•During the three months ended March 31, 2026, the Ventas Fund, an equity method investee, acquired one senior housing community for an aggregate purchase price of $62.8 million.

•During the three months ended March 31, 2026, the Pension Fund Joint Venture, an equity method investee, sold one senior housing community for proceeds of $37.8 million.

•In April 2026, the Ventas Fund acquired one senior housing community for an aggregate purchase price of $46.5 million.

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.

Results of Operations

As of March 31, 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.

Three Months Ended March 31, 2026 and 2025

The table below shows our results of operations for the three months ended March 31, 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 March 31,				Increase (Decrease) to Net Income
	2026		2025		$		%
NOI:
SHOP	$	374,458	$	264,504	$	109,954	41.6	%
OM&R	150,603		146,042		4,561		3.1
NNN	120,170		152,586		(32,416)		(21.2)
Non-segment	5,847		6,155		(308)		(5.0)
Total NOI	651,078		569,287		81,791		14.4
Interest and other income	2,499		3,078		(579)		(18.8)
Interest expense	(156,142)		(149,356)		(6,786)		(4.5)
Depreciation and amortization	(382,468)		(321,525)		(60,943)		(19.0)
General, administrative and professional fees	(62,746)		(53,149)		(9,597)		(18.1)
Loss on extinguishment of debt, net	(449)		—		(449)		nm
Transaction, transition and restructuring costs	(6,659)		(5,982)		(677)		(11.3)
Other expense	(9,700)		(1,412)		(8,288)		nm
Income before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests	35,413		40,941		(5,528)		(13.5)
Loss from unconsolidated entities	(7,350)		(3,311)		(4,039)		nm
Gain on real estate dispositions	15,046		169		14,877		nm
Income tax benefit	15,937		10,557		5,380		51.0
Net income	59,046		48,356		10,690		22.1
Net income attributable to noncontrolling interests	3,134		1,488		1,646		nm
Net income attributable to common stockholders	$	55,912	$	46,868	$	9,044	nm

______________________________

nm - not meaningful

NOI—SHOP Segment

The following table summarizes results of operations in our SHOP segment for the three months ended March 31, 2026 (dollars in thousands):

	For the Three Months Ended March 31,				Increase (Decrease) to NOI
	2026		2025		$		%
NOI—SHOP:
Resident fees and services	$	1,292,790	$	968,904	$	323,886	33.4	%
Less: Property-level operating expenses	(918,332)		(704,400)		(213,932)		(30.4)
NOI	$	374,458	$	264,504	$	109,954	41.6

	Segment Properties at March 31,		Average Unit Occupancy for the Three Months Ended March 31,				Average Monthly Revenue Per Occupied Room for the Three Months Ended March 31,
	2026	2025	2026		2025		2026		2025
Total communities	783	654	88.5	%	86.0	%	$	5,573	$	5,134

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 March 31, 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 563 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 March 31,				Increase (Decrease) to NOI
	2026		2025		$		%
Same-Store NOI—SHOP:
Resident fees and services	$	954,776	$	878,104	$	76,672	8.7	%
Less: Property-level operating expenses	(667,908)		(629,571)		(38,337)		(6.1)
NOI	$	286,868	$	248,533	$	38,335	15.4

	Segment Properties at March 31,		Average Unit Occupancy for the Three Months Ended March 31,				Average Monthly Revenue Per Occupied Room for the Three Months Ended March 31,
	2026	2025	2026		2025		2026		2025
Same-Store communities	563	563	90.4	%	87.3	%	$	5,512	$	5,249

The increase in our Same-Store SHOP segment NOI for the three months ended March 31, 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.

NOI—OM&R Segment

The following table summarizes results of operations in our OM&R segment for the three months ended March 31, 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 March 31,				Increase (Decrease) to NOI
	2026		2025		$		%
NOI—OM&R:
Rental income	$	230,104	$	221,319	$	8,785	4.0	%
Third-party capital management revenues	800		680		120		17.6
Total revenues	230,904		221,999		8,905		4.0
Less:
Property-level operating expenses	(80,301)		(75,957)		(4,344)		(5.7)
NOI	$	150,603	$	146,042

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Held by

holders ( registered funds via N-PORT, institutional investors via 13F). Showing top by dollar value.

Holder	Type	ETF	MF	Position ($)	% of holder	Δ % of holder	Holder AUM

Recent insider activity

Last 90 days. Open-market trades (purchases & sales) by directors, officers, and 10%+ owners. 2 transactions across 2 insiders. Net: +1,348 shares, $93,110.

Date	Insider	Role	Action	Shares	Price	Value
2026-06-03	EMBLER MICHAEL J	Director	Buy	+2,500	$78.81	$197,025
2026-05-14	RAKOWICH WALTER C	Director	Sell	-1,152	$90.20	-$103,915

Source: SEC Form 4 filings.

Next expected filings

~2026-07-30 10-Q expected by 2026-08-07 (in 45 days)
~2026-10-29 10-Q expected by 2026-11-06 (in 136 days)
~2027-02-05 10-K expected by 2027-02-26 (in 235 days)
~2027-04-27 10-Q expected by 2027-05-05 (in 316 days)

Predicted from historical filing cadence; not an SEC commitment.

Recent SEC filings

2026-05-15 8-K Officer/Director Change; Shareholder Vote Results; Other Events; Financial Statements and Exhibits
2026-05-15 424B5 Prospectus Supplement
2026-04-28 10-Q Quarterly Report
2026-04-27 8-K Earnings Release; Financial Statements and Exhibits
2026-02-20 8-K Officer/Director Change
2026-02-09 8-K Other Events; Financial Statements and Exhibits
2026-02-06 10-K Annual Report
2026-02-05 8-K Earnings Release; Financial Statements and Exhibits
2026-01-07 8-K Material Agreement Entered; Material Financial Obligation; Financial Statements and Exhibits
2025-12-04 8-K Other Events; Financial Statements and Exhibits
2025-11-17 8-K Officer/Director Change; Financial Statements and Exhibits
2025-10-30 10-Q Quarterly Report
2025-10-29 8-K Earnings Release; Financial Statements and Exhibits
2025-07-31 10-Q Quarterly Report
2025-07-30 8-K Earnings Release; Financial Statements and Exhibits

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