Ventas, Inc.VTR

Ventas, Inc. Earnings Per Share Disclosure

10-KFiled Feb 6, 20262 min read
NOTE 15 – EARNINGS PER SHARE

The following table shows the amounts used in computing our basic and diluted earnings per share (in thousands, except per share amounts):
 For the Years Ended December 31,
 202520242023
Numerator for basic and diluted earnings per share:   
Net income (loss)$261,518 $88,351 $(30,297)
Net income attributable to noncontrolling interests10,137 7,198 10,676 
Net income (loss) attributable to common stockholders$251,381 $81,153 $(40,973)
Denominator:
Denominator for basic earnings per share—weighted average shares455,082 411,770 401,809 
Effect of dilutive securities:
Restricted stock awards607 397 389 
OP unitholder interests3,382 3,422 3,472 
Exchangeable Notes2,998 744 — 
Equity forward sales agreements
546 33 — 
Denominator for diluted earnings per share—adjusted weighted average shares462,615 416,366 405,670 
Basic earnings per share:
Net income (loss)$0.57 $0.21 $(0.08)
Net income (loss) attributable to common stockholders0.55 0.20 (0.10)
Diluted earnings per share:
  
Net income (loss)$0.57 $0.21 $(0.08)
Net income (loss) attributable to common stockholders0.54 0.19 (0.10)

There were 0.2 million, 2.9 million and 3.5 million anti-dilutive options outstanding for the years ended December 31, 2025, 2024 and 2023, respectively.

The dilutive effect of our Exchangeable Notes is calculated using the if-converted method in accordance with ASU 2020-06. We are required, pursuant to the indenture governing the Exchangeable Notes, to settle the aggregate principal amount of the Exchangeable Notes in cash and may elect to settle any remaining exchange obligation (i.e., the stock price in excess of the exchange obligation) in cash, shares of our common stock, or a combination thereof. Under the if-converted method, we include the number of shares required to satisfy the exchange obligation, assuming all the Exchangeable Notes are exchanged. The average closing price of our common stock for the years ended December 31, 2025 and 2024 are used as the basis for determining the dilutive effect on earnings per share. The Exchangeable Notes were not included in the computation of diluted earnings per share for the year ended December 31, 2023 as they were antidilutive.

Our unsettled equity forward sales agreements do not impact basic earnings per share. We apply the treasury stock method to our unsettled equity forward sales agreements to determine their dilutive effect, if any. See “Note 16 – Permanent and Temporary Equity.”

Historical Timeline

Fiscal YearFiled
2025Feb 6, 2026Showing above
2024Feb 13, 2025
2023Feb 15, 2024
2022Feb 10, 2023
2021Feb 18, 2022
2020Feb 23, 2021
2019Feb 24, 2020
2018Feb 8, 2019
2017Feb 9, 2018
2016Feb 14, 2017
2015Feb 12, 2016

About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.

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