v3.26.1
SENIOR NOTES PAYABLE AND OTHER DEBT
 6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
SENIOR NOTES PAYABLE AND OTHER DEBT
NOTE 10—SENIOR NOTES PAYABLE AND OTHER DEBT

The following is a summary of our Senior notes payable and other debt (dollars in thousands):
As of June 30, 2026
As of December 31, 2025
Unsecured revolving credit facility (1)
$
— 
$
— 
Commercial paper notes
265,000 
— 
4.125% Senior Notes due 2026
— 
500,000 
3.75% Exchangeable Senior Notes due 2026
— 
862,500 
3.25% Senior Notes due 2026
450,000 
450,000 
Unsecured term loan due February 2027
— 
200,000 
2.45% Senior Notes, Series G due 2027 (2)
334,625 
346,109 
3.85% Senior Notes due 2027
400,000 
400,000 
4.00% Senior Notes due 2028
650,000 
650,000 
5.398% Senior Notes, Series I due 2028 (2)
422,684 
437,190 
4.40% Senior Notes due 2029
750,000 
750,000 
5.10% Senior Notes, Series J due 2029 (2)
457,908 
473,623 
3.00% Senior Notes due 2030
650,000 
650,000 
4.75% Senior Notes due 2030
500,000 
500,000 
2.50% Senior Notes due 2031
500,000 
500,000 
3.30% Senior Notes, Series H due 2031 (2)
211,342 
218,595 
Unsecured term loan due January 2031
1,250,000 
500,000 
5.10% Senior Notes due 2032
500,000 
500,000 
5.625% Senior Notes due 2034
500,000 
500,000 
5.00% Senior Notes due 2035
550,000 
550,000 
5.00% Senior Notes due 2036
500,000 
500,000 
6.90% Senior Notes due 2037 (3)
52,400 
52,400 
6.59% Senior Notes due 2038 (3)
21,413 
21,413 
5.70% Senior Notes due 2043
300,000 
300,000 
4.375% Senior Notes due 2045
300,000 
300,000 
4.875% Senior Notes due 2049
300,000 
300,000 
Mortgage loans and other
2,902,738 
2,641,797 
Total
12,768,110 
13,103,627 
Deferred financing costs, net
(78,069)
(81,529)
Unamortized fair value adjustment
13,487 
6,422 
Unamortized discounts
(15,739)
(17,504)
Senior notes payable and other debt
$
12,687,789 
$
13,011,016 
______________________________
(1)As of June 30, 2026 and December 31, 2025, we had no Canadian Dollar or British Pound borrowings outstanding.
(2) British Pound and Canadian Dollar debt obligations shown in US Dollars.
(3) Our 6.90% Senior Notes due 2037 are subject to repurchase at the option of the holders, at par, on October 1, 2027, and our 6.59% Senior Notes due 2038 are subject to repurchase at the option of the holders, at par, on July 7, 2028.
Credit Facilities, Commercial Paper, Unsecured Term Loans and Letters of Credit

As of June 30, 2026, we had a $3.5 billion unsecured revolving credit facility priced at the Secured Overnight Financing Rate published by the Federal Reserve Bank of New York (“SOFR”) plus 0.775% which is subject to adjustment based on the Company’s debt ratings. Our unsecured revolving credit facility matures in April 2028, and may be extended at our option, subject to the satisfaction of certain conditions, for two additional six-month periods. The unsecured revolving credit facility includes an accordion feature that permits us to increase our aggregate borrowing capacity thereunder to up to $4.5 billion, subject to the satisfaction of certain conditions, including the receipt of additional commitments for such increase.

Our unsecured revolving credit facility imposes certain customary restrictions on us, including restrictions pertaining to: (i) liens; (ii) investments; (iii) the incurrence of additional indebtedness; (iv) mergers and dissolutions; (v) certain dividend, distribution and other payments; (vi) permitted businesses; (vii) transactions with affiliates; and (viii) the maintenance of certain consolidated total leverage, secured debt leverage, unsecured debt leverage and fixed charge coverage ratios and minimum consolidated adjusted net worth, and contains certain other customary terms and conditions.

As of June 30, 2026, our $3.5 billion unsecured revolving credit facility had no borrowings outstanding and $0.8 million restricted to support outstanding letters of credit. We use our unsecured revolving credit facility to support our commercial paper program and for general corporate purposes.

Our wholly-owned subsidiary, VRLP, may issue from time to time unsecured commercial paper notes up to a maximum aggregate amount outstanding at any time of $2.5 billion, which was increased from $2.0 billion in May 2026. The notes are sold under customary terms in the U.S. commercial paper note market and are ranked pari passu with VRLP’s other unsecured senior indebtedness. The notes are fully and unconditionally guaranteed by Ventas. As of June 30, 2026 and December 31, 2025, we had $265.0 million and no borrowings, respectively, outstanding under our commercial paper program.

As of June 30, 2026, VRLP had an unsecured term loan in aggregate principal of $1.25 billion. The term loan is priced at SOFR plus 0.85%, which is subject to adjustment based on VRLP’s debt ratings. This term loan is fully and unconditionally guaranteed by Ventas and subject to certain customary covenants and other terms and conditions. It is scheduled to mature in January 2031 and includes an accordion feature that permits VRLP to increase the aggregate borrowings thereunder to up to $1.75 billion, subject to the satisfaction of certain conditions, including the receipt of additional commitments for such increase.

As of June 30, 2026, we had a $100.0 million uncommitted line for standby letters of credit, which had an outstanding balance of $28.2 million. The agreement governing the line contains certain customary covenants and other terms and conditions. Under its terms, we are required to pay a fixed rate commission on each outstanding letter of credit.

Exchangeable Senior Notes

In June 2023, VRLP issued $862.5 million aggregate principal amount of its 3.75% Exchangeable Senior Notes due 2026 (the “Exchangeable Notes”) in a private placement. The Exchangeable Notes were senior, unsecured obligations of VRLP and fully and unconditionally guaranteed on an unsecured and unsubordinated basis by Ventas. The Exchangeable Notes bore interest at a rate of 3.75% per year, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2023. The Exchangeable Notes matured in June 2026, and in accordance with the terms of the governing indenture, we settled the outstanding aggregate principal amount of the Exchange Notes with $856.1 million in cash and the conversion premium by issuing 5.9 million of Ventas common stock.

During the three and six months ended June 30, 2026, we recognized $5.2 million and $13.2 million, respectively, of contractual interest expense and amortization of issuance costs of $1.2 million and $3.1 million, respectively, related to the Exchangeable Notes.
Senior Notes

In January 2026, we repaid $500.0 million aggregate principal amount of 4.125% Senior Notes due 2026.

Mortgages

During the six months ended June 30, 2026, we used the proceeds from a new mortgage loan with a principal amount of C$92.0 million ($67.4 million) maturing in February 2031 to refinance an existing mortgage loan with a principal amount of C$87.1 million ($63.8 million).

During the three months ended June 30, 2026, in connection with certain of our senior housing acquisitions, we incurred $333.7 million of mortgage loans with maturities ranging from August 2029 to May 2031.

Scheduled Maturities of Borrowing Arrangements and Other Provisions

As of June 30, 2026, our indebtedness had the following maturities (dollars in thousands):

Principal Amount Due at Maturity
Unsecured Revolving Credit Facility and Commercial Paper Notes (1)
Scheduled Periodic Amortization
Total Maturities
Remainder of 2026
$
707,273 
$
— 
$
23,809 
$
731,082 
2027
871,198 
— 
46,643 
917,841 
2028
1,233,693 
265,000 
39,612 
1,538,305 
2029
2,172,985 
— 
33,387 
2,206,372 
2030
1,378,029 
— 
22,679 
1,400,708 
Thereafter
5,893,179 
— 
80,623 
5,973,802 
Total maturities
$
12,256,357 
$
265,000 
$
246,753 
$
12,768,110 
______________________________
(1) Commercial paper notes are backstopped by the availability under the Revolving Credit Facility. As such, the Company uses the maturity date of the Revolving Credit Facility to determine the remaining term of the commercial paper notes.

The instruments governing our outstanding indebtedness contain covenants that limit our ability and the ability of certain of our subsidiaries to, among other things: (i) incur debt and certain liens; (ii) make certain dividends, distributions and investments; (iii) enter into certain transactions; and/or (iv) merge, consolidate or sell certain assets. Our credit facilities do, and certain of our other indebtedness may, require us to maintain certain financial covenants pertaining to, among other things, our consolidated total leverage, secured debt, unsecured debt, fixed charge coverage and net worth.

Derivatives and Hedging

In the normal course of our business, interest rate fluctuations affect future cash flows under our variable rate debt obligations, loans receivable and marketable debt securities, and foreign currency exchange rate fluctuations affect our operating results. We follow established risk management policies and procedures, including the use of derivative instruments, to mitigate the impact of these risks.

We do not use derivative instruments for trading or speculative purposes, and we have a policy of entering into contracts only with major financial institutions based upon their credit ratings and other factors. When considered together with the underlying exposure that the derivative is designed to hedge, we do not expect that the use of derivatives in this manner would have any material adverse effect on our future financial condition or results of operations.
We enter into interest rate swaps in order to maintain a capital structure containing targeted amounts of fixed and variable-rate debt and manage interest rate risk. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for our fixed-rate payments. These interest rate swap agreements are used to hedge the variable cash flows associated with variable-rate debt.

Periodically, we enter into interest rate derivatives, such as treasury locks, to partially hedge the risk of changes in interest payments attributable to increases in the benchmark interest rate during the period leading up to the probable issuance of fixed-rate debt. We designate our interest rate locks as cash flow hedges. Gains and losses when we settle our interest rate locks are amortized over the life of the related debt and recorded in Interest expense in our Consolidated Statements of Income.

As of June 30, 2026, our variable rate debt obligations of $1.9 billion reflect, in part, the effect of $74.4 million notional amount of interest rate swaps with maturities in March 2027, that effectively convert fixed rate debt to variable rate debt. These interest rate swaps were not designated for hedge accounting.

As of June 30, 2026, our fixed rate debt obligations of $10.8 billion reflect, in part, the effect of $125.1 million and C$587.6 million ($414.0 million) notional amount of interest rate swaps with maturities ranging from June 2027 to April 2031, that effectively convert variable rate debt to fixed rate debt. These interest rate swaps were designated as cash flow hedges.

2026 Activity

During the three and six months ended June 30, 2026, approximately $0.2 million and $0.7 million, respectively, of realized losses primarily relating to our interest rate swaps and treasury locks were reclassified into Interest expense in our Consolidated Statements of Income. Approximately $0.3 million of unrealized gains, which are included in Accumulated other comprehensive income as of June 30, 2026, are expected to be reclassified into earnings within the next 12 months.