v3.26.1
SENIOR NOTES PAYABLE AND OTHER DEBT
 3 Months Ended
Mar. 31, 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 March 31, 2026
As of December 31, 2025
Unsecured revolving credit facility (1)
$
— 
$
— 
Commercial paper notes
65,000 
— 
4.125% Senior Notes due 2026
— 
500,000 
3.75% Exchangeable Senior Notes due 2026
856,099 
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)
341,383 
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)
431,220 
437,190 
4.40% Senior Notes due 2029
750,000 
750,000 
5.10% Senior Notes, Series J due 2029 (2)
467,155 
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)
215,610 
218,595 
Unsecured term loan due January 2031
700,000 
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
2,607,064 
2,641,797 
Total
12,607,344 
13,103,627 
Deferred financing costs, net
(78,805)
(81,529)
Unamortized fair value adjustment
6,567 
6,422 
Unamortized discounts
(16,613)
(17,504)
Senior notes payable and other debt
$
12,518,493 
$
13,011,016 
______________________________
(1) As of March 31, 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 March 31, 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 months 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 March 31, 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, Ventas Realty, Limited Partnership (“Ventas Realty”), may issue from time to time unsecured commercial paper notes up to a maximum aggregate amount outstanding at any time of $2.0 billion. The notes are sold under customary terms in the U.S. commercial paper note market and are ranked pari passu with Ventas Realty’s other unsecured senior indebtedness. The notes are fully and unconditionally guaranteed by Ventas. As of March 31, 2026 and December 31, 2025, we had $65.0 million and no borrowings, respectively, outstanding under our commercial paper program.

As of March 31, 2026, Ventas Realty had an unsecured term loan in aggregate principal of up to $1.25 billion, consisting of a $700 million unsecured term loan and a $550 million unsecured delayed draw term loan which, as of March 31, 2026, remained undrawn. The term loan is priced at SOFR plus 0.85%, which is subject to adjustment based on Ventas Realty’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 Ventas Realty 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. The term loan, originally issued in June 2022, was amended in January 2026 to, among other things, extend the maturity from June 2027 to January 2031; increase the principal amount of the unsecured term loan from $500 million to $700 million, which increase was used to repay in full Ventas Realty’s $200 million unsecured term loan due February 2027; and establish the $550 million unsecured delayed draw term loan. The amended term loan was primarily accounted for as a debt modification resulting in no gain or loss.

As of March 31, 2026, we had a $100.0 million uncommitted line for standby letters of credit, which had an outstanding balance of $18.6 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, Ventas Realty 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 are senior, unsecured obligations of Ventas Realty and are fully and unconditionally guaranteed on an unsecured and unsubordinated basis by Ventas. The Exchangeable Notes bear 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 mature on June 1, 2026, unless earlier exchanged, redeemed or repurchased.

As of March 31, 2026, we had $856.1 million aggregate principal amount of the Exchangeable Notes outstanding with an effective interest rate of 4.62%, inclusive of the impact of the amortization of issuance costs. During the three months ended March 31, 2026, we recognized $8.0 million of contractual interest expense and amortization of issuance costs of $1.8 million related to the Exchangeable Notes. Unamortized deferred financing costs of $1.2 million as of March 31, 2026 were recorded as an offset to Senior notes payable and other debt on our Consolidated Balance Sheets. During the three months ended March 31, 2026, noteholders exchanged $6.4 million principal amount of the Exchangeable Notes pursuant to the terms of the governing indenture.

The Exchangeable Notes are currently exchangeable at an exchange rate of 18.2936 shares of our common stock per $1,000 principal amount of Exchangeable Notes (equivalent to an exchange price of approximately $54.66 per share of common stock). The exchange rate is subject to adjustment, including in the event of the payment of a quarterly dividend in excess of $0.45 per share, but will not be adjusted for any accrued and unpaid interest. Upon exchange of the Exchangeable Notes, Ventas Realty will pay cash up to the aggregate principal amount of the Exchangeable Notes to be exchanged and elected to deliver shares of common stock in respect of the remainder, if any, of its exchange obligation in excess of the aggregate principal amount of the Exchangeable Notes being exchanged. As of March 1, 2026, until the close of business on the business day immediately preceding the maturity date, the Exchangeable Notes are exchangeable at the option of the noteholders at any time.

We have evaluated and concluded that the exchange options embedded in the Exchangeable Notes are eligible for the entity’s own equity scope exception from ASC 815 and therefore do not need to be bifurcated. Accordingly, we record the Exchangeable Notes as liabilities (included in Senior notes payable and other debt on our Consolidated Balance Sheets).

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).
Scheduled Maturities of Borrowing Arrangements and Other Provisions

As of March 31, 2026, our indebtedness had the following maturities (dollars in thousands):

Principal Amount Due at Maturity
Unsecured Revolving Credit Facility and Commercial Paper Notes
Scheduled Periodic Amortization
Total Maturities
Remainder of 2026
$
1,563,661 
$
— 
$
35,930 
$
1,599,591 
2027
879,277 
— 
47,366 
926,643 
2028
1,448,786 
65,000 
40,228 
1,554,014 
2029
1,702,158 
— 
33,918 
1,736,076 
2030
1,382,634 
— 
23,015 
1,405,649 
Thereafter
5,304,344 
— 
81,027 
5,385,371 
Total maturities
$
12,280,860 
$
65,000 
$
261,484 
$
12,607,344 

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 March 31, 2026, our variable rate debt obligations of $1.1 billion reflect, in part, the effect of $75.3 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 March 31, 2026, our fixed rate debt obligations of $11.5 billion reflect, in part, the effect of $125.3 million and C$591.6 million ($425.2 million) notional amount of interest rate swaps with maturities ranging from June 2027 to April 2031, in each case, that effectively convert variable rate debt to fixed rate debt. These interest rate swaps were designated as cash flow hedges.

2026 Activity

During the three months ended March 31, 2026, approximately $0.5 million 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 $0.1 million of unrealized gains, which are included in Accumulated other comprehensive income as of March 31, 2026, are expected to be reclassified into earnings within the next 12 months.