Ventas (VTR) risk factors, 2025 10-K

Risks Related to Our Business Operations and Strategy

1. 01Macroeconomic trends, including trends relating to labor costs, unemployment, inflation, interest rates and exchange rates, may affect our business and financial results
2. 02Changes in the U.S. political and regulatory environment could affect availability of government funding that we or our managers, tenants or borrowers rely on, which could negatively impact our business
3. 03Economic conditions and other events or occurrences that affect areas in which our properties are geographically concentrated may impact financial results
4. 04To the extent that we or our managers, tenants and borrowers are unable to navigate successfully the trends affecting our or their businesses and the industries in which we or they operate, we may be adversely affected
5. 05We are vulnerable to adverse changes affecting our specific asset classes and the real estate industry generally
6. 06assurance that in a particular economic or operational environment all assets will perform equally well or that our balance sheet will be appropriately balanced. Each of our asset classes are subject to their own dynamics and their own specific operational, financial, compliance, regulatory and market risks
7. 07Our third-party managers and tenants operate or exert substantial control over the properties that they manage for or rent from us, which limits our control and influence over operations and results
8. 08Our operating assets may expose us to various operational risks, liabilities and claims that could adversely affect our ability to generate revenues or increase our costs and could adversely affect our business, financial condition and results of operations
9. 09The portfolios managed or leased by Atria, Sunrise, Le Groupe Maurice, Brookdale, Ardent and Kindred represent a substantial portion of our portfolio and account for a significant portion of our revenues and NOI
10. 10If we need to replace any of our managers or tenants, we may be unable to do so on as favorable terms, if at all, and we could be subject to delays, limitations and expenses, which could adversely affect our business, financial condition and results of operations
11. 11If our managers’, tenants’ or borrowers’ financial condition or business prospects deteriorate, our business, financial condition and results of operations could be adversely affected
12. 12We face potential adverse consequences from the bankruptcy, insolvency or financial deterioration of our managers, tenants, borrowers and other obligors
13. 13its business that weakens its financial condition. If that happens, the manager, tenant or borrower may fail to make payments or meet its other obligations to us, which could have an adverse impact on our results of operations and financial condition
14. 14The hospitals on or near the campuses where our outpatient medical buildings are located and their affiliated health systems may not remain competitive or financially viable
15. 15Our research tenants face unique levels of expense and uncertainty
16. 16If a borrower defaults, we may be unable to obtain payment, successfully foreclose on collateral or realize the value of any collateral, which could adversely affect our ability to recover our investment
17. 17Our ongoing strategy depends, in part, upon identifying and consummating future acquisitions and investments and effectively managing our expansion opportunities
18. 18Our investments in and acquisitions of properties may be unsuccessful or fail to meet our expectations
19. 19Our investments in co-investment vehicles, joint ventures and minority interests may subject us to risks and liabilities that we would not otherwise face
20. 20Increased construction and development in the markets in which our properties are located could adversely affect our future occupancy rates, operating margins and profitability
21. 21Merger, acquisition and investment activity in our industries resulting in a change of control of, or a competitor’s investment in, one or more of our managers, tenants or borrowers could adversely affect our business, financial condition and results of operations
22. 22Development, redevelopment and construction risks could affect our profitability
23. 23We may face increased risks and costs associated with volatility in materials and labor prices or as a result of supply chain or procurement disruptions, which may adversely affect the status of our construction projects
24. 24Our success depends, in part, on our ability to attract and retain talented employees. The loss of any one of our key personnel or the inability to maintain appropriate staffing could adversely impact our business
25. 25We may be required to recognize reserves, allowances, credit losses or impairment charges
26. 26We own properties that are subject to ground lease, air rights or other restrictive agreements that limit our uses of the properties, restrict our ability to sell or otherwise transfer the properties and expose us to loss of the properties if such agreements are breached by us or terminated
27. 27Purchase options, rights of first offer or rights of first refusal in favor of third parties could negatively affect us or discourage prospective buyers from negotiating with us with respect to the sale of our properties
28. 28Damage from catastrophic or extreme weather and other natural events and the physical effects of climate change could result in losses to the Company
29. 29Cybersecurity threats and incidents could disrupt our operations or the operations of the third parties with whom we do business, invest in or lend to, result in the loss of or unauthorized access to confidential or personal information or damage our or their business relationships and reputation
30. 30Damage to our reputation could adversely affect our business, financial condition or result of operations
31. 31Activist investors could cause us to incur substantial costs, divert management’s attention and have an adverse effect on our business
32. 32Market conditions and the actual and perceived state of the capital markets generally could negatively impact our business, financial condition and results of operations
33. 33We are exposed to increases in interest rates, which could reduce our profitability and adversely impact our ability to refinance existing debt, sell assets or engage in acquisition, investment, development and redevelopment activity, and our decision to hedge against interest rate risk might not be effective
34. 34We have a significant amount of outstanding indebtedness and may incur additional indebtedness in the future
35. 35Limitations on our ability to access the capital markets could have an adverse effect on us, including our ability to make required payments on our debt obligations, make distributions to our stockholders or make future investments necessary to implement our business strategy
36. 36We may be adversely affected by fluctuations in currency exchange rates
37. 37Covenants in the instruments governing our and our subsidiaries’ existing indebtedness limit our operational flexibility, and a covenant breach could adversely affect our operations
38. 38Significant legal or regulatory proceedings could subject us or our managers, tenants or borrowers to increased operating costs and substantial uninsured liabilities, which could adversely affect our or their liquidity, financial condition and results of operations
39. 39We and our managers, tenants and borrowers may be adversely affected by regulation and enforcement
40. 40Our investments may expose us to unknown liabilities
41. 41We and our managers, tenants and borrowers may be adversely affected by complex and evolving laws and regulations regarding data privacy and cybersecurity
42. 42The amount and scope of insurance coverage provided by our policies and policies maintained by our managers, tenants or other counterparties may not adequately insure against losses
43. 43Failure to maintain effective internal controls could harm our business, results of operations and financial condition
44. 44We could incur substantial liabilities and costs if any of our properties are found to be contaminated with hazardous substances or we become involved in any environmental disputes
45. 45There can be no assurance as to the total amount of financial assistance that we or our managers, tenants or borrowers will retain from programs implemented under the CARES Act and other pandemic-related legislation
46. 46Loss of our status as a REIT would have significant adverse consequences for us and the value of our common stock
47. 47In addition, for any year in which we are otherwise unable to qualify as a REIT, we will not be required to pay dividends to maintain REIT status, which could adversely affect the value of our common stock
48. 48The 90% distribution requirement will decrease our liquidity and may limit our ability to engage in otherwise beneficial transactions
49. 49acquisition, development and redevelopment activity and may limit our ability to engage in transactions that are otherwise in the best interests of our stockholders
50. 50To preserve our qualification as a REIT, our certificate of incorporation contains ownership limits with respect to our capital stock that may delay, defer or prevent a change of control of our company
51. 51Our use of taxable REIT subsidiaries is limited under the Code
52. 52Complying with REIT requirements may cause us to forego otherwise attractive opportunities (including investing in our tenants) or liquidate otherwise attractive investments
53. 53The lease of qualified healthcare properties to a TRS is subject to special requirements
54. 54The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for federal income tax purposes
55. 55Ventas may incur adverse tax consequences if New Senior or any of Ventas’s subsidiary REITs failed to qualify as a REIT for U.S. federal income tax purposes
56. 56Legislative or other actions affecting REITs or taxes could have a negative effect on our stockholders or us