Ventas · Earnings release

Ventas, Inc.

www.ventasreit.com

Contact: BJ Grant

Ventas Reports 2025 First Quarter Results

CHICAGO – Ventas, Inc.

(NYSE: VTR) (“Ventas” or the “Company”) today reported results for the first quarter ended March 31, 2025.

CEO Remarks

“Ventas delivered a strong first quarter of 2025, as we

executed on our strategy to capitalize on the unprecedented multiyear growth opportunity in senior housing. We drove double-digit

growth in our senior housing operating portfolio (SHOP), which powered our first quarter results,” said Debra A. Cafaro, Ventas

Chairman and CEO.

“Already this year, we have completed nearly all of our original

billion-dollar investment guidance in attractive SHOP investments designed to increase our forward enterprise growth rate. Our investment

pipeline continues to grow and we expect to close additional investments later this year.

“Benefitting from our attractive financial profile, secular

demand and experienced team, we are excited about the opportunities ahead to deliver value for all of our stakeholders from the multiyear

growth opportunity in senior housing and pleased to reaffirm our 2025 guidance,” Cafaro concluded.

First Quarter and Other 2025 Highlights

•

Net Income Attributable to Common Stockholders (“Attributable Net Income”) per share of $0.10

•

Normalized Funds From Operations* (“Normalized FFO”) per share of $0.84, an increase of approximately 8% compared to the

prior year

•

Total Company Net Operating Income* (“NOI”) year-over-year growth of approximately 13% and Total Company Same-Store Cash

NOI* year-over-year growth of approximately 7%

•

On a Same-Store Cash NOI* basis, the senior housing operating portfolio (“SHOP”) grew approximately 14% year-over-year,

with NOI margin growth of 150 basis points

•

Year to date, the Company closed approximately $900 million of investments focused on senior housing with attractive financial return

expectations, consistent with its stated financial criteria and Right Market, Right Asset, Right OperatorTM strategy

•

Year to date, the Company entered into equity forward sales agreements under its at-the-market equity offering program for gross proceeds

of approximately $1.1 billion for 16.5 million shares of common stock and currently has approximately $0.4 billion of unsettled equity

forward sales agreements outstanding

•

In April 2025, Ventas increased its liquidity by expanding its unsecured credit facility by $750 million to an aggregate $3.5

billion. As of March 31, 2025, the Company had $2.9 billion in liquidity

*Some of the financial measures throughout this press release are non-GAAP

measures. Refer to the Non-GAAP Financial Measures Reconciliation tables at the end of this press release for additional information and

a reconciliation to the most directly comparable GAAP measure.

Ventas Reports 2025 First Quarter Results

Page 2

First Quarter 2025 Company Results

For the First Quarter 2025, reported per share results were:

Quarter Ended March 31,

$ Change

% Change

Attributable Net Income (Loss)

n/m

Nareit FFO*

Normalized FFO*

8%

n/m - Not meaningful

SHOP Growth

In the first quarter, SHOP Same-Store Cash NOI increased 13.6% year-over-year,

driven by revenue growth of 7.4%. SHOP same-store average occupancy grew 290 basis points year-over-year and was led by U.S. average occupancy

growth of 330 basis points. Successful SHOP operator collaboration and implementation of Ventas OITM data science and asset

management initiatives contributed to RevPOR growth that exceeded expectations at +3.8% year-over-year, or +5.0% when adjusting for the

leap year impact in the prior year period.

External Growth Focused on Senior Housing

Ventas has closed approximately $900 million of investments focused

on senior housing year-to-date. These senior housing investments are expected to increase the Company’s growth rate on a multiyear

basis, generate attractive NOI yields, are priced below replacement cost and offer significant multiyear NOI growth potential, consistent

with the Company’s stated investment criteria.

Financial Strength and Flexibility

Ventas’s Net Debt-to-Further Adjusted EBITDA* improved to 5.7x

as of the end of the first quarter driven by SHOP segment growth and equity-funded senior housing investments, representing an improvement

In April 2025, Ventas increased the capacity of its unsecured

credit facility by $750 million to an aggregate $3.5 billion.

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Ventas Reports 2025 First Quarter Results

Page 3

Reaffirming Full Year 2025 Guidance

The Company is reaffirming its guidance for the full year. The Company’s

2025 guidance contains forward-looking statements and is based on a number of assumptions, including the select assumptions identified

later in this press release in the appendix; actual results may differ materially. Ventas expects to report 2025 per share Attributable

Net Income to common stockholders, Nareit FFO and Normalized FFO within the following ranges:

G1Attributable Net Income Per Share Range

Attributable Net Income Per Share Midpoint

G2Nareit FFO Per Share Range*

Nareit FFO Per Share Midpoint*

G3Normalized FFO Per Share Range*

Normalized FFO Per Share Midpoint*

Full Year 2025 Guidance Commentary Update

The Company’s full year guidance for 2025 Normalized FFO per

share is composed primarily of: (1) the benefit of (a) NOI growth in the Company’s SHOP segment and (b) accretive

senior housing investment activity in 2024 and expected in 2025, partially offset by (2) the impact of higher net interest expense,

foreign exchange and the dilutive impact of a higher share price. G4The Company has increased its 2025 guidance for senior housing investment

volume to $1.5 billion, from $1 billion, with the incremental investments expected to be second half weighted and funded primarily with

its existing unsettled forward equity commitments and disposition proceeds.

Investor Presentation

An Earnings Presentation is posted to the Events & Presentations

section of Ventas’s website at ir.ventasreit.com/events-and-presentations. Additional information regarding the Company can be

found in its Supplemental posted at ir.ventasreit.com. The information contained on, or that may be accessed through, the Company’s

website, including the information contained in the aforementioned Earnings Presentation and Supplemental, is not incorporated by reference

into, and is not part of, this document.

First Quarter 2025 Results Conference Call

Ventas will hold a conference call to discuss this earnings release

(646) 960-0672 for international callers), and the participant passcode is 7655497. A live webcast can be accessed from the Investor Relations

section of www.ventasreit.com.

800-9909 for international callers), passcode 7655497, after the earnings call and will remain available for 30 days. The webcast replay

will be posted in the Investor Relations section of www.ventasreit.com.

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Ventas Reports 2025 First Quarter Results

Page 4

About Ventas

Ventas, Inc. (NYSE: VTR) is a leading S&P 500 real estate

investment trust enabling exceptional environments that benefit a large and growing aging population. With approximately 1,400 properties

in North America and the United Kingdom, Ventas occupies an essential role in the longevity economy. The Company’s growth is fueled

by its approximately 850 senior housing communities, which provide valuable services to residents and enable them to thrive in supported

environments. Ventas aims to deliver outsized performance by leveraging its operational expertise, data-driven insights from its Ventas

OITM platform, extensive relationships and strong financial position. The Ventas portfolio also includes outpatient medical

buildings, research centers and healthcare facilities. Ventas’s seasoned team of talented professionals shares a commitment to

excellence, integrity and a common purpose of helping people live longer, healthier, happier lives.

Non-GAAP Financial Measures

This press release of Ventas, Inc. (the “Company,” “we,” “us,” “our” and similar terms) includes certain financial performance measures not defined by

generally accepted accounting principles in the United States (“GAAP”), such as Nareit FFO, Normalized FFO, Net Operating

Income (“NOI”), Same-Store Cash NOI, Same-Store Cash NOI Growth and Net Debt to Further Adjusted EBITDA. Reconciliations of

these non-GAAP financial measures to the most directly comparable GAAP measures are included in the appendix to this press release. Our

definitions and calculations of these non-GAAP measures may not be the same as similar measures reported by other REITs.

These non-GAAP financial measures should not be considered as alternatives

for, or superior to, financial measures calculated in accordance with GAAP.

Cautionary Statements

Certain of the information contained herein, including intra-quarter

operating information, has been provided by our operators and we have not verified this information through an independent investigation

or otherwise. We have no reason to believe that this information is inaccurate in any material respect, but we cannot assure you of its

accuracy.

This press release 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 and

our subsequent Quarterly Report on Form 10-Q.

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Ventas Reports 2025 First Quarter Results

Page 5

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, 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, general economic conditions and fiscal policy 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, our occupancy rates and resident fee revenues, and the actual and perceived state of the real estate

markets and public and private capital markets; (c) 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; (d) our reliance on third-party managers and tenants to operate or exert substantial control over properties they

manage for, or rent from, us, which limits our control and influence over such properties, their operations and their performance; (e) 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; (f) 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; (g) our ability to achieve the anticipated benefits and synergies from, and effectively integrate,

our completed or anticipated acquisitions and investments; (h) 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, which could have an adverse impact

on our results of operations and financial condition; (i) 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; (j) 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; (k) 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, which could have an adverse impact on

our results of operations and financial condition; (l) 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; (m) our ability to identify and consummate future investments in, or dispositions

of, healthcare assets and effectively manage our portfolio opportunities and our investments in co-investment vehicles, joint ventures

and minority interests, including our ability to dispose of such assets on favorable terms as a result of rights of first offer or rights

of first refusal in favor of third parties; (n) 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; (o) our ability to attract and retain talented employees; (p) 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; (q) 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; (r) 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; (s) our exposure to various operational risks, liabilities and

claims from our operating assets; (t) our dependency on a limited number of managers and tenants for a significant portion of our

revenues and operating income; (u) 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; (v) our ability to maintain a positive reputation for quality and service with

our key stakeholders; (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 risk of exposure to unknown liabilities from our investments

in properties or businesses; (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 failure to maintain effective internal controls, which could harm our business, results of operations and

financial condition; (aa) the impact of merger, acquisition and investment activity in the healthcare industry or otherwise affecting

our managers, tenants or borrowers; (bb) disruptions to the management and operations of our business and the uncertainties caused by

activist investors; (cc) the risk of catastrophic or extreme weather and other natural events and the physical effects of climate change;

(dd) the risk of potential dilution resulting from future sales or issuances of our equity securities; and (ee) the other factors set

forth in our periodic filings with the Securities and Exchange Commission.

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Ventas Reports 2025 First Quarter Results

Page 6

CONSOLIDATED BALANCE SHEETS

(In

thousands, except per share amounts; dollars in USD; unaudited)

As of March 31,

As of December 31,

Assets

Real estate investments:

Land and improvements

$

$

Buildings and improvements

Construction in progress

Acquired lease intangibles

Operating lease assets

Accumulated depreciation and amortization

)

)

Net real estate property

Secured loans receivable and investments, net

Investments in unconsolidated real estate entities

Net real estate investments

Cash and cash equivalents

Escrow deposits and restricted cash

Goodwill

Assets held for sale

Deferred income tax assets, net

Other assets

Total assets

$

$

Liabilities and equity

Liabilities:

Senior notes payable and other debt

$

$

Accrued interest payable

Operating lease liabilities

Accounts payable and other liabilities

Liabilities related to assets held for sale

Deferred income tax liabilities

Total liabilities

Redeemable OP unitholder and noncontrolling interests

Commitments and contingencies

Equity:

Ventas stockholders’ equity:

Preferred stock, $1.00 par value; 10,000 shares authorized, unissued

—

—

Common stock, $0.25 par value; 600,000 shares authorized, 451,211 and 437,085 shares outstanding at March 31, 2025 and December 31, 2024, respectively

Capital in excess of par value

Accumulated other comprehensive loss

)

)

Retained earnings (deficit)

)

)

Treasury stock, 254 and 4 shares issued at March 31, 2025 and December 31, 2024, respectively

)

)

Total Ventas stockholders’ equity

Noncontrolling interests

Total equity

Total liabilities and equity

$

$

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Ventas Reports 2025 First Quarter Results

Page 7

CONSOLIDATED STATEMENTS OF INCOME

(In

thousands, except per share amounts; dollars in USD; unaudited)

For the Three Months Ended

Revenues

Rental income:

Triple-net leased properties

$

$

Outpatient medical and research portfolio

Resident fees and services

Third-party capital management revenues

Income from loans and investments

Interest and other income

Total revenues

Expenses

Interest

Depreciation and amortization

Property-level operating expenses:

Senior housing

Outpatient medical and research portfolio

Triple-net leased properties

Third-party capital management expenses

General, administrative and professional fees

Loss on extinguishment of debt, net

—

Transaction, transition and restructuring costs

Recovery of allowance on loans receivable and investments, net

—

)

Shareholder relations matters

—

Other expense (income)

)

Total expenses

Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests

)

Loss from unconsolidated entities

)

)

Gain on real estate dispositions

Income tax benefit

Net income (loss)

)

Net income attributable to noncontrolling interests

Net income (loss) attributable to common stockholders

$

$

)

Earnings per common share

Basic:

Net income (loss)

$

$

)

Net income (loss) attributable to common stockholders

)

Diluted: (1)

Net income (loss)

$

$

)

Net income (loss) attributable to common stockholders

)

Weighted average shares used in computing earnings per common share

Basic

Diluted

(1) Potential common shares are

not included in the computation of diluted earnings per share (“EPS”) when a net loss exists as the effect would be an antidilutive

per share amount.

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Ventas Reports 2025 First Quarter Results

Page 8

NON-GAAP FINANCIAL MEASURES RECONCILIATION

Funds From Operations Attributable to Common

Stockholders (FFO)

(In thousands, except per share amounts; dollars

in USD; totals may not sum due to rounding; unaudited)

For the Three Months Ended

Q1 YoY

Change

Net income (loss) attributable to common stockholders

$

$

)

n/m

Net income (loss) attributable to common stockholders per share (1)

$

$

)

n/m

Adjustments:

Depreciation and amortization on real estate assets

Depreciation on real estate assets related to noncontrolling interests

)

)

Depreciation on real estate assets related to unconsolidated entities

Gain on real estate dispositions

)

)

Gain on real estate dispositions related to noncontrolling interests

—

9

Loss on real estate dispositions related to unconsolidated entities

—

Subtotal: Nareit FFO adjustments

Subtotal: Nareit FFO adjustments per share

$

$

Nareit FFO attributable to common stockholders

$

$

Nareit FFO attributable to common stockholders per share

$

$

Adjustments:

Gain on derivatives, net

)

)

Non-cash impact of income tax benefit

)

)

Loss on extinguishment of debt, net

—

Transaction, transition and restructuring costs

Amortization of other intangibles

Non-cash impact of changes to executive equity compensation plan

Significant disruptive events, net

Recovery of allowance on loans receivable and investments, net

—

)

Normalizing items related to noncontrolling interests and unconsolidated entities, net

Other normalizing items, net (2)

—

Subtotal: Normalized FFO adjustments

)

Subtotal: Normalized FFO adjustments per share

—

Normalized FFO attributable to common stockholders

$

$

Normalized FFO attributable to common stockholders per share

$

$

8%

Weighted average diluted shares

n/m - Not meaningful

(1) Potential common shares are not included in the

computation of diluted earnings per share when a net loss exists as the effect would be an antidilutive per share amount.

primarily related to shareholder relations matters and certain legal matters.

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Ventas Reports 2025 First Quarter Results

Page 9

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, the Company considers 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. The Company believes 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. The Company believes that Normalized FFO is useful because it allows investors, analysts and Company management to

compare the Company’s operating performance to the operating performance of other real estate companies across periods on a consistent

basis without having to account for differences caused by non-recurring items and other non-operational events such as transactions and

litigation. In some cases, the Company provides 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.

Nareit Funds From Operations Attributable to Common Stockholders

(“Nareit FFO”)

The Company uses 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.

Normalized FFO Attributable to Common Stockholders (“Normalized

FFO”)

The Company defines 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) the non-cash impact of changes to our executive equity compensation plan; (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.

Nareit FFO and Normalized FFO presented herein may not be comparable

to those presented by other real estate companies due to the fact that not all real estate companies use the same definitions. Nareit

FFO and Normalized FFO should not be considered as alternatives to net income attributable to common stockholders (determined in accordance

with GAAP) as indicators of the Company’s financial performance or as alternatives to cash flow from operating activities (determined

in accordance with GAAP) as measures of the Company’s liquidity, nor are they necessarily indicative of sufficient cash flow to

fund all of the Company’s needs. The Company believes that in order to facilitate a clear understanding of the consolidated historical

operating results of the Company, Nareit FFO and Normalized FFO should be examined in conjunction with net income attributable to common

stockholders as presented elsewhere herein.

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Ventas Reports 2025 First Quarter Results

NON-GAAP FINANCIAL MEASURES RECONCILIATION

Net Income and FFO Attributable to Common Stockholders2

(In millions, except per share amounts; dollars

in USD; totals may not sum due to rounding; unaudited)

Low

High

Low

High

Net income attributable to common stockholders

$

$

$

$

Depreciation and amortization adjustments

$

$

Nareit FFO attributable to common stockholders

$

$

$

$

Other adjustments3

$

$

Normalized FFO attributable to common stockholders

$

$

$

$

% Year-over-year growth

5

%

8

%

Weighted average diluted shares (in millions)

1 The Company’s guidance constitutes forward-looking

statements within the meaning of the federal securities laws and is based on a number of assumptions that are subject to change and many

of which are outside the control of the Company. Actual results may differ materially from the Company’s expectations depending

on factors discussed herein and in the Company’s filings with the Securities and Exchange Commission.

2 Totals may not add due to minor corporate-level adjustments.

3 Other adjustments include the categories of adjustments

presented in our FFO and FAD Reconciliation.

Select Guidance Assumptions:

•

The Company’s guidance incorporates the following new assumptions:

◦

Senior housing investment volume increased to $1.5 billion, from $1 billion, with the incremental investments expected to be second

half weighted

▪

Investments funded primarily with existing unsettled forward equity commitments and disposition proceeds

◦

Full year weighted average diluted share count increased from 456 million to 460 million

•

All other guidance assumptions remain the same, including:

◦

Net disposition proceeds of approximately $200 million

◦

FAD capital expenditures of approximately $285 million at midpoint

◦

General and administrative expenses of approximately $172 million at midpoint

◦

Net interest expense (i.e., interest expense net of interest and other income) expected to increase ~$32 million year-over-year due

to refinancing maturing debt at higher rates and lower cash balances

▪

Interest expense of approximately $618 million at midpoint

▪

Interest and other income of approximately $11 million at midpoint

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Ventas Reports 2025 First Quarter Results

NON-GAAP FINANCIAL MEASURES RECONCILIATION

Full Year 2025 Guidance as of February 12,

Net Income and FFO Attributable to Common Stockholders2

(In millions, except per share amounts; dollars

in USD; totals may not sum due to rounding; unaudited)

Low

High

Low

High

Net income attributable to common stockholders

$

$

$

$

Depreciation and amortization adjustments

$

$

Nareit FFO attributable to common stockholders

$

$

$

$

Other adjustments3

$

$

Normalized FFO attributable to common stockholders

$

$

$

$

% Year-over-year growth

5

%

8

%

Weighted average diluted shares (in millions)

1 The Company’s guidance constitutes forward-looking

statements within the meaning of the federal securities laws and is based on a number of assumptions that are subject to change and many

of which are outside the control of the Company. Actual results may differ materially from the Company’s expectations depending

on factors discussed herein and in the Company’s filings with the Securities and Exchange Commission.

2 Totals may not add due to minor corporate-level adjustments.

3 Other adjustments include the categories of adjustments

presented in our “Non-GAAP Financial Measures Reconciliation – Funds From Operations Attributable to Common Stockholders (FFO)”.

Select Guidance Assumptions:

1.

Expect to close approximately $1 billion of senior housing investments, weighted in the first half of 2025

2.

Expect to dispose of assets for approximately $200 million in net proceeds

3.

FAD capital expenditures of approximately $285 million at midpoint

4.

General and administrative expenses of approximately $172 million at midpoint

5.

Net interest expense (i.e., interest expense net of interest and other income) expected to increase ~$32M year-over-year due to refinancing

maturing debt at higher rates and lower cash balances

•

Interest expense of ~$618 million at midpoint

•

Interest and other income of ~$11 million at midpoint

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Ventas Reports 2025 First Quarter Results

NON-GAAP FINANCIAL MEASURES

RECONCILIATION

First quarter 2025 Same-Store Cash NOI by Segment

(In thousands, unless otherwise noted; dollars

in USD; totals may not sum due to rounding; unaudited)

For the Three Months Ended March 31, 2025

SHOP

OM&R

NNN

Non-Segment

Total

Net income attributable to common stockholders

$

Adjustments:

Interest and other income

)

Interest expense

Depreciation and amortization

General, administrative and professional fees

Transaction, transition and restructuring costs

Other expense

Loss from unconsolidated entities

Gain on real estate dispositions

)

Income tax benefit

)

Net income attributable to noncontrolling interests

NOI

$

$

$

$

$

Adjustments:

Straight-lining of rental income

—

)

)

—

)

Non-cash rental income

—

)

)

—

)

Cash modification fees

—

—

—

NOI not included in cash NOI (1)

)

)

—

)

Non-segment NOI

—

—

—

)

)

Cash NOI

$

$

$

$

—

$

Adjustments:

Cash NOI not included in Same-Store

)

)

)

—

)

Same-Store Cash NOI

$

$

$

$

—

$

Percentage increase

%

%

%

%

(1)

Includes consolidated properties. Excludes sold assets, assets owned by unconsolidated real estate entities, assets held for sale,

loan repayments, development properties not yet operational, land parcels and third-party management revenues from all periods. Assets

that have undergone business model transitions are reflected within the new business segment as of the transition date.

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Ventas Reports 2025 First Quarter Results

For the Three Months Ended March 31, 2024

SHOP

OM&R

NNN

Non-Segment

Total

Net loss attributable to common stockholders

$

)

Adjustments:

Interest and other income

)

Interest expense

Depreciation and amortization

General, administrative and professional fees

Loss on extinguishment of debt, net

Transaction, transition and restructuring costs

Recovery of allowance on loans receivable and investments, net

)

Shareholder relations matters

Other income

)

Loss from unconsolidated entities

Gain on real estate dispositions

)

Income tax benefit

)

Net income attributable to noncontrolling interests

NOI

$

$

$

$

$

Adjustments:

Straight-lining of rental income

—

)

—

)

Non-cash rental income

—

)

)

—

)

Cash modification fees

—

—

—

NOI not included in cash NOI (1)

)

)

—

)

Non-segment NOI

—

—

—

)

)

NOI impact from change in FX

)

—

)

—

)

Cash NOI

$

$

$

$

—

$

Adjustments:

Cash NOI not included in Same-Store

)

)

)

—

)

NOI impact from change in FX not in Same-Store

—

—

Same-Store Cash NOI

$

$

$

$

—

$

(1)

Includes consolidated properties. Excludes sold assets, assets owned by unconsolidated real estate entities, assets held for sale,

loan repayments, development properties not yet operational, land parcels and third-party management revenues from all periods. Assets

that have undergone business model transitions are reflected within the new business segment as of the transition date.

- MORE -

Ventas Reports 2025 First Quarter Results

NON-GAAP FINANCIAL MEASURES RECONCILIATION

Adjusted EBITDA and Net Debt

(Dollars in thousands USD; totals may not sum

due to rounding; unaudited)

For the Three Months Ended

Net income (loss) attributable to common stockholders

$

$

$

)

Adjustments:

Interest expense

Loss on extinguishment of debt, net

—

Taxes (including tax amounts in general, administrative and professional fees)

)

)

)

Depreciation and amortization

Non-cash stock-based compensation expense

Transaction, transition and restructuring costs

Net income attributable to noncontrolling interests, adjusted for partners’ share of consolidated entity EBITDA

)

)

)

Income from unconsolidated entities, adjusted for Ventas’ share of EBITDA from unconsolidated entities

Gain on real estate dispositions

)

)

)

Unrealized foreign currency (gain) loss

)

6

(Gain) loss on derivatives, net

)

)

Significant disruptive events, net

Recovery of allowance on loans receivable and investments, net

—

—

)

Other normalizing items, net (1)

—

Adjusted EBITDA

$

$

$

Adjustment for current period activity

)

Further Adjusted EBITDA

$

$

$

Further Adjusted EBITDA annualized

$

$

$

Total debt

$

$

$

Cash and cash equivalents

)

)

)

Restricted cash pertaining to debt

)

)

)

Partners’ share of consolidated debt

)

)

)

Ventas’s share of unconsolidated debt

Net debt

$

$

$

Net Debt / Further Adjusted EBITDA

x

x

x

(1) For the three months ended December 31, 2024,

primarily related to certain legal matters. For the three months ended March 31, 2024, primarily related to shareholder relations

matters and certain legal matters.

The Company believes that Net debt and Further Adjusted EBITDA are

useful to investors, analysts and Company management because they allow the comparison of the Company’s credit strength between

periods and to other real estate companies without the effect of items that by their nature are not comparable from period to period.

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Ventas Reports 2025 First Quarter Results

Adjusted EBITDA

The Company defines Adjusted EBITDA as consolidated earnings before

interest, taxes, depreciation and amortization (including non-cash stock-based compensation expense, asset impairment and valuation allowances),

excluding (a) gains or losses on extinguishment of debt; (b) transaction, transition and restructuring costs; (c) noncontrolling

interests’ share of adjusted EBITDA; (d) net gains or losses on real estate activity; (e) gains or losses on re-measurement

of equity interest upon acquisition; (f) unrealized foreign currency gains or losses; (g) gains or losses on derivatives, net

and changes in the fair value of financial instruments; (h) net expenses or recoveries related to significant disruptive events;

and including (x) Ventas’ share of adjusted EBITDA from unconsolidated entities and (y) the impact of other items set

forth in the Adjusted EBITDA reconciliation included herein.

Further Adjusted EBITDA

Further Adjusted EBITDA is Adjusted EBITDA further adjusted for transactions

and events that were completed during the period, as if the transaction or event had been consummated at the beginning of the relevant

period and considers any other incremental items set forth in the Further Adjusted EBITDA reconciliation included herein.

The Company considers NOI and Cash NOI as important supplemental measures

because they allow investors, analysts and the Company’s management to assess its unlevered property-level operating results and

to compare its operating results with those of other real estate companies and between periods on a consistent basis.

NOI

The Company defines NOI as total revenues, less interest and other

income, property-level operating expenses and third-party capital management expenses.

Cash NOI

The Company defines Cash NOI as NOI for its reportable business segments

(i.e., SHOP, OM&R and NNN), determined on a Constant Currency basis, excluding the impact of, without duplication (i) non-cash

items such as straight-line rent and the amortization of lease intangibles, (ii) sold assets, assets held for sale, development properties

not yet operational and land parcels and (iii) other items set forth in the Cash NOI reconciliation included herein. In certain cases,

results may be adjusted to reflect the receipt of cash payments, fees, and other consideration that is not fully recognized as NOI in

the period.

- MORE -

Ventas Reports 2025 First Quarter Results

Same-Store

The Company defines 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 the Company 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 the Company’s judgment such inclusion provides a more meaningful presentation

of its segment performance.

Newly acquired development properties and recently developed or redeveloped

properties in the Company’s SHOP reportable business 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 the Company’s OM&R and NNN reportable business 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 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 business 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 business 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.

Constant Currency

To eliminate the impact of exchange rate movements, all portfolio 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.

Contacts

BJ Grant

Source: Ventas, Inc.

- END -