LONG-TERM COMPENSATION

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

NOTE 12 – LONG-TERM COMPENSATION

Compensation Plans

We currently have:

•one plan, the 2022 Incentive Plan, under which equity awards, including options to purchase common stock, shares of restricted stock or restricted stock units, have been or may be granted to our officers, employees and non-employee directors; and

•one plan under which our non-employee directors may elect to defer receipt of all or a portion of their cash retainers and meeting fees and receive shares of common stock in lieu thereof at a later date chosen by the participating director (the Non-Employee Directors’ Cash Compensation Deferral Plan, formerly known as the Non-Employee Directors’ Deferred Stock Compensation Plan).

These plans are referred to collectively as the “Plans.”

The number of shares initially reserved for issuance and the number of shares available for future grants or issuance under the Plans as of December 31, 2025 were as follows:

•2022 Incentive Plan—11.4 million shares, plus any shares of common stock subject to awards granted under the 2012 Plan as of October 1, 2022, that expire, or for any reason are forfeited, cancelled or terminated either without such shares being issued or with such shares being forfeited (such shares the “2012 Plan Shares”) were reserved initially for grants or issuance to employees and non-employee directors, and 10.0 million shares were available for future issuance as of December 31, 2025.

•Non-Employee Directors’ Cash Compensation Deferral Plan—0.6 million shares were reserved initially for issuance to participating non-employee directors in lieu of the payment of all or a portion of their retainer and meeting fees, at their option, and 0.3 million shares were available for future issuance as of December 31, 2025.

In addition, we have two plans under which outstanding options to purchase common stock, shares of restricted stock or restricted stock units have been granted to our officers, employees and non-employee

directors (the 2006 Stock Plan for Directors and the 2012 Incentive Plan). New grants are not permitted under either of these plans.

Outstanding options, all of which were issued under the 2012 Plan, are exercisable at the market price on the date of grant, expire ten years from the date of grant, and are fully vested.

Stock Options

The following is a summary of stock option activity in 2025:


	Shares (000’s)	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Intrinsic Value ($000’s)
Outstanding as of December 31, 2024	2,631	$	63.89

Options exercised	(1,750)	63.35			$	14,043

Options expired	(398)	65.94
Outstanding as of December 31, 2025	483	64.17		0.9	$	6,380
Exercisable as of December 31, 2025	483	64.17		0.9	$	6,380

Compensation costs for all share-based awards are based on the grant date fair value and are recognized on a straight-line basis over the requisite service periods, with charges primarily recorded in General, administrative and professional fees in our Consolidated Statements of Income. As of December 31, 2025, 2024 and 2023, there was no unrecognized compensation expense relating to stock options.

Aggregate proceeds received from options exercised under the Plans for the years ended December 31, 2025, 2024 and 2023 were $110.9 million, $26.1 million and $1.7 million, respectively. The total intrinsic value at exercise of options exercised during the year ended December 31, 2025 was $14.0 million. The total intrinsic value at exercise of options exercised during the year ended December 31, 2024 was $1.2 million. The total intrinsic value at exercise of options exercised during the year ended December 31, 2023 was immaterial. There was no deferred income tax benefit for stock options exercised.

Restricted Stock and Restricted Stock Units

We recognize the fair value of shares of restricted stock and restricted stock units (including service-based and performance-based awards) on the grant date of the award as stock-based compensation expense over the requisite service period, with charges primarily to General, administrative and professional fees of $38.7 million, $30.9 million and $30.4 million in 2025, 2024 and 2023, respectively, in our Consolidated Statements of Income. Service-based restricted stock and restricted stock unit awards granted to employees generally vest over a three-year period, while service-based restricted stock unit awards granted to non-employee directors typically vest approximately one year from the date of grant. Performance-based stock units granted to our executive officers, which include market and performance components, may be earned and vest, if at all, at the end of the three-year performance period based on the achievement of such components. If provided in the applicable Plan or award agreement, the vesting of awards may accelerate upon a change of control (as defined in the applicable Plan) of Ventas and other specified events. In addition to customary change in control vesting provisions, awards generally vest on retirement provided certain conditions are met. Employees are typically not retirement eligible until age 65, or in the case of executive officers, until their age plus years of service equals 75, with a minimum age of 62; the retirement age for non-employee directors is 75.

The fair market value of service-based restricted stock units is determined based on the closing market price of the Company’s shares on the grant date and is expensed over the period of three to four years. In calculating the grant date fair value of performance-based stock units, we use a Monte Carlo simulation to calculate the grant date fair value of the total shareholder return (“TSR”)-driven components and the closing price on the date of grant, assuming performance at target—which was the probable outcome at the grant date—for other performance components. The Monte Carlo simulation “probability weights” potential outcomes of the relative TSR measures of each performance-based stock unit as of the grant date, based on, among other things, assumptions related to volatility, correlation and interest rates, which can fluctuate significantly year-over-year. The following assumptions were used in the Monte Carlo valuation for the TSR-driven components for performance-based stock units granted during the years ended December 31, 2025, 2024 and 2023, respectively: (i) expected term of three years for each of the years (equal to the remaining performance period at the grant date), (ii) historical volatility of 42.2%, 42.0%, and 41.3% and, (iii) risk-free rate of 4.29%, 4.09%, and 3.84%. The total grant date fair value of service-based restricted stock units and performance-based stock units granted during the years ended December 31, 2025, 2024 and 2023 was $49.2 million, $35.6 million, and $30.1 million, respectively.

The following is a summary of the status of our non-vested restricted stock and restricted stock units (including service-based and performance-based awards) as of December 31, 2025, and changes during the year ended December 31, 2025:


	Restricted Stock (000’s)	Weighted Average Grant Date Fair Value		Restricted Stock Units (000’s)	Weighted Average Grant Date Fair Value
Non-vested at December 31, 2024	51	$	49.88	1,301	$	52.39
Granted	—	—		796	62.28
Vested	(51)	49.88		(649)	54.87
Forfeited	—	—		(61)	51.67
Non-vested at December 31, 2025	—	—		1,387	56.90

As of December 31, 2025, we had $22.7 million of unrecognized compensation cost related to non-vested restricted stock units under the Plans. We expect to recognize that cost over a weighted average period of 1.69 years. The total fair value at the vesting date for restricted stock and restricted stock units that vested during the years ended December 31, 2025, 2024 and 2023 was $38.8 million, $32.7 million and $25.0 million, respectively.

Employee and Director Stock Purchase Plan

We have in effect an Employee and Director Stock Purchase Plan (“ESPP”) under which our employees and directors may purchase shares of our common stock at a discount. Pursuant to the terms of the ESPP, on each purchase date, participants may purchase shares of common stock at a price not less than 90% of the market price on that date (with respect to the employee tax-qualified portion of the plan) and not less than 95% of the market price on that date (with respect to the additional employee and director taxable portion of the plan). We initially reserved 3.0 million shares for issuance under the ESPP. As of December 31, 2025, 0.2 million shares had been purchased under the ESPP and 2.8 million shares were available for future issuance.

Employee Benefit Plan

We maintain a 401(k) plan that allows eligible employees to defer compensation subject to certain limitations imposed by the Code. In 2025, we made contributions for each qualifying employee of up to 4.0% of his or her salary, subject to certain limitations. During 2025, 2024 and 2023, our aggregate contributions were approximately $2.4 million, $2.1 million and $2.0 million, respectively.