What changed in this filing

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Item 1. Financial Statements

2025-11-04 compared with 2025-08-04 · 333 added, 237 removed, 745 unchanged (43% of the section changed)

3 unchanged sentences

(amounts in thousands, except per share)

June 30, 2025

September 30, 2025

December 31, 2024

48 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Rental income

7 unchanged sentences

Seniors housing operating expenses

Write-off of effective interest receivable

Provision for credit losses

Transaction costs

Property tax expense

Triple-net lease property tax expense

General and administrative expenses

Total expenses

Income before unconsolidated joint ventures, real estate dispositions and other items

Gain (loss) on sale of real estate, net

(Loss) income before unconsolidated joint ventures, real estate dispositions and other items

(Loss) gain on sale of real estate, net

Income from unconsolidated joint ventures

Income tax benefit

Income tax (expense) benefit

Net (loss) income

Income allocated to non-controlling interests

Net income attributable to LTC Properties, Inc.

Net (loss) income attributable to LTC Properties, Inc.

Income allocated to participating securities

Net income available to common stockholders

Net (loss) income available to common stockholders

Earnings per common share:

6 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Net (loss) income

Unrealized gain (loss) on cash flow hedges before reclassification

Gains reclassified from accumulated other comprehensive income to interest expense

Comprehensive income

Comprehensive (loss) income

Comprehensive income allocated to non-controlling interests

Comprehensive income attributable to LTC Properties, Inc.

Comprehensive (loss) income attributable to LTC Properties, Inc.

LTC PROPERTIES, INC.

25 unchanged sentences

( 1,800,715 )

Issuance of common stock

Issuance of restricted stock

Common Stock cash distributions ($ 0.57 per share)

Stock-based compensation expense

Fair market valuation adjustment for interest rate swap

Cash paid for taxes in lieu of common shares

Non-controlling interest contributions

Non-controlling interest distributions

Balance—September 30, 2024

( 1,825,996 )

Balance—December 31, 2024

21 unchanged sentences

( 1,905,398 )

Issuance of common stock

Common Stock cash distributions ($ 0.57 per share)

Stock-based compensation expense

Net (loss) income

Fair market valuation adjustment for interest rate swap

Non-controlling interest distributions

Balance—September 30, 2025

( 1,931,854 )

LTC PROPERTIES, INC.

1 unchanged sentence

(amounts in thousands, unaudited)

Six Months Ended June 30,

Nine Months Ended September 30,

OPERATING ACTIVITIES:

2 unchanged sentences

Stock-based compensation expense

Gain on sale of real estate, net

(Loss) gain on sale of real estate, net

Income tax benefit

5 unchanged sentences

Amortization of lease incentives

Write-off of effective interest receivable

Provision for credit losses

5 unchanged sentences

Increase in interest receivable

(Decrease) increase in accrued interest payable

Increase (decrease) in accrued interest payable

Net change in other assets and liabilities

4 unchanged sentences

Proceeds from sale of real estate, net

Investment in financing receivables

Investment in real estate mortgage loans receivable

4 unchanged sentences

Principal payments received on notes receivable

Net cash used in investing activities

Net cash (used in) provided by investing activities

FINANCING ACTIVITIES:

Borrowings from revolving line of credit

Repayment of term loans

Repayment of revolving line of credit

6 unchanged sentences

Cash paid for taxes in lieu of shares upon vesting of restricted stock

Net cash used in financing activities

Decrease in cash and cash equivalents

Net cash provided by (used in) financing activities

Increase in cash and cash equivalents

Cash and cash equivalents, beginning of period

17 unchanged sentences

We invest primarily in seniors housing and health care properties primarily through sale-leasebacks, mortgage financing, joint ventures and structured finance solutions including preferred equity and mezzanine lending.

During the second quarter of 2025, we began utilizing the structure authorized by the REIT Investment Diversification and Empowerment Act of 2007 (Commonly referred to as “RIDEA”) as permitted by the Housing and Economic Recovery Act of 2008.

Additionally, during the second quarter of 2025, we began utilizing the structure authorized by the REIT Investment Diversification and Empowerment Act of 2007 (Commonly referred to as “RIDEA”) as permitted by the Housing and Economic Recovery Act of 2008.

Our primary seniors housing and health care property classifications include skilled nursing centers (“SNF”), independent living communities (“ILF”), assisted living communities (“ALF”), memory care communities (“MC”) and combinations thereof.

Independent living communities, assisted living communities, memory care communities and combinations thereof are included in the seniors housing communities classification (“SH”).

We also invest in other (“OTH”) types of properties, such as land parcels, projects under development (“UDP”) and behavioral health care hospitals.

11 unchanged sentences

All significant intercompany accounts and transactions have been eliminated in consolidation.

The results of operations for the three and six months ended June 30, 2025 and 2024 are not necessarily indicative of the results for a full year.

The results of operations for the three and nine months ended September 30, 2025 and 2024 are not necessarily indicative of the results for a full year.

As explained above, we began utilizing the RIDEA structure in the second quarter of 2025, and established a seniors housing operating portfolio (“SHOP”) segment.

3 unchanged sentences

Our real estate investments segment consists of owned properties that are leased pursuant to non-cancelable triple-net operating (“NNN” or “Triple-Net”) leases, financing receivables, mortgage loans, notes receivable and unconsolidated joint ventures.

During the second quarter of 2025, we terminated our Anthem Memory Care, LLC (“Anthem”) and New Perspective Senior Living, LLC.

During 2025, we terminated the Anthem Memory Care, LLC (“Anthem”) and New Perspective Senior Living, LLC.

(“New Perspective”) Triple-Net master leases and converted the 13 communities covered under the master leases into our new SHOP segment.

Accordingly, as of June 30, 2025, our SHOP segment is comprised of the operations of 12 memory care and one independent and assisted living communities that are managed on behalf of LTC by two independent operators pursuant to the terms of separate management agreements.

Additionally, we acquired eight seniors housing communities within our SHOP segment during the third quarter of 2025.

Accordingly, as of September 30, 2025, our SHOP segment is comprised of 21 ILF, ALF and MC that are managed on behalf of LTC by five independent operators pursuant to the terms of separate management agreements.

Revenue Recognition-SHOP

3 unchanged sentences

Resident agreements typically vary in duration.

Revenue is primarily service-based and is recognized in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”) when performance obligations are satisfied.

Revenue is recognized in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”) when performance obligations are satisfied.

LTC PROPERTIES, INC.

4 unchanged sentences

Owned Properties

Our owned property investments include 108 properties leased to 20 different operators under Triple-Net leases, and 13 properties operated on our behalf by two independent operators pursuant to separate management agreements.

The following tables summarize our investments in owned properties at June 30, 2025 (dollar amounts in thousands) :

Our owned property investments include 107 properties leased to 20 different operators under Triple-Net leases, and 21 properties operated on our behalf by five independent operators pursuant to separate management agreements.

The following tables summarize our investments in owned properties at September 30, 2025 (dollar amounts in thousands) :

Type of Property

9 unchanged sentences

Skilled Nursing

LTC PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

During the six months ended June 30, 2025 and 2024, we invested in the following capital improvement projects in our owned properties ( dollar amounts in thousands ):

Six Months Ended June 30,

During the nine months ended September 30, 2025 and 2024, we invested in the following capital improvement projects in our owned properties ( dollar amounts in thousands ):

Nine Months Ended September 30,

Type of Property

1 unchanged sentence

Skilled Nursing Centers

LTC PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

Intangible Assets.

We make estimates as part of our allocation of the purchase price of acquisitions to various components of the acquisition based upon the fair value of each component.

In determining fair value, we use current appraisals or other third-party opinions of value.

The most significant components of our allocations are typically the allocation of fair value to land and buildings, and for certain of our acquisitions, in-place leases and other intangible assets.

In the case of the value of in-place leases, we make estimates based on the evaluation of the specific characteristics of each tenant’s lease.

Factors considered include estimates of carrying costs during the hypothetical expected lease-up periods, market conditions and costs to execute similar leases.

The following is a summary of the carrying amount of intangible assets as of September 30, 2025 and December 31, 2024 (in thousands) :

September 30, 2025

December 31, 2024

In-place leases

Tax abatement intangible

(1) Included in the Buildings and improvements line item in our Consolidated Balance Sheets .

Increase relates to acquisition of eight seniors housing communities during the third quarter of 2025 within our SHOP segment.

See Owned Properties-SHOP below for more information.

(2) Included in the Accumulated depreciation and amortization line item in our Consolidated Balance Sheets.

(3) Included in the Prepaid expenses and other assets line item in our Consolidated Balance Sheets .

The following table provides future amortization expenses related to the intangible assets at September 31, 2025 ( in thousands ):

In-place leases (1)

Tax abatement intangible (2)

(1) Recorded as depreciation expense excluded in the Depreciation and amortization line item on our Consolidated Statements of Income.

(2) Recorded as Property tax expense on our Consolidated Statements of Income.

Owned Properties- Triple-Net

3 unchanged sentences

Many of our existing leases contain renewal options that, if exercised, could result in the amount of rent payable upon renewal being greater than that currently being paid.

The following table outlines information related to our Triple-Net lease extensions during the six months ended June 30, 2025:

LTC PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

The following table outlines information related to our Triple-Net lease extensions during the nine months ended September 30, 2025 ( dollar amounts in thousands ):

Type of Property

9 unchanged sentences

December 31, 2026

(1) Subsequent to June 30, 2025, Genesis Healthcare, Inc.

(1) During the third quarter of 2025, Genesis Healthcare, Inc.

(“Genesis”) filed for Chapter 11 bankruptcy.

Genesis has paid their contractual rent through August 2025.

Genesis has paid their contractual rent through November 2025.

(2) The purchase option window provided in the master lease, which expired on December 31, 2024, was extended for another year to December 31, 2025.

LTC PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

Additionally, during the six months ended June 30, 2025, we terminated two existing leases with the same operator and combined them into a single master lease.

During the third quarter of 2025, the operator provided an election notice to exercise its purchase option.

Additionally, during 2025, we terminated two existing leases with the same operator and combined them into a single master lease.

The new master lease has a five-year term with one 1-year extension option and four 5-year extension options.

Annual cash rent is $ 2,547,000 for the first lease year, escalating by 2 % annually thereafter.

In connection with the termination of these leases, we wrote-off straight-line rent receivable and lease incentive balances of $ 243,000 and $ 249,000 , respectively.

Also, during the six months ended June 30, 2025, we terminated our Anthem Triple-Net master leases and converted the communities covered under the master leases into our SHOP segment.

In conjunction with the conversion, we wrote-off Anthem’s working capital note of $ 2,693,000 and the related interest receivable of $ 371,000 during the six months ended June 30, 2025.

In connection with the termination of these leases, we wrote-off the related straight-line rent receivable and lease incentive balances during the nine months ended September 30, 2025.

See next page for details.

Also, during 2025, we terminated the Anthem Triple-Net master leases and converted the communities covered under the master leases into our SHOP segment.

In conjunction with the conversion, during 2025, we wrote-off Anthem’s working capital note of $ 2,693,000 and the related interest receivable of $ 371,000 .

In addition, we terminated our New Perspective Triple-Net lease and converted the community covered under the lease into our SHOP segment.

4 unchanged sentences

Therefore, recognition of rental income is limited to the lesser of the amount of cash collected or rental income reflected on a “straight-line” basis for those customer receivable balances deemed uncollectible.

During the six months ended June 30, 2025, we wrote-off straight-line rent receivable and lease incentive balances of $ 243,000 and $ 249,000 , respectively, in connection with the termination of two existing leases with the same operator, and combining them into a master lease as discussed above.

During the six months ended June 30, 2024, we wrote-off a straight-line rent receivable balance of $ 321,000 as a result of converting a lease to fair-market rent resets and a lease incentive balance of $ 190,000 as a result of property sales.

We continue to take into account the current financial condition of our operators in our estimation of uncollectible accounts at June 30, 2025.

We are closely monitoring the collectability of such rents and will adjust future estimations as appropriate as further information becomes known.

During the three months ended September 30, 2025, we wrote-off straight-line rent receivable balance of $ 1,271,000 in connection with the on-going Genesis Chapter 11 bankruptcy filing.

Additionally, during the nine months ended September 30, 2025, we wrote-off straight-line rent receivable and lease incentive balances of $ 243,000 and $ 249,000 , respectively, in connection with the termination of two existing leases with the same operator and combining them into a master lease, as discussed above.

During the nine months ended September 30, 2024, we wrote-off a straight-line rent receivable balance of $ 321,000 as a result of converting a lease to fair-market rent resets and a lease incentive balance of $ 190,000 as a result of property sales.

LTC PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

The following table summarizes components of our rental income for the three and six months ended June 30, 2025 and 2024 (in thousands):

We continue to take into account the current financial condition of our operators in our estimation of uncollectible accounts at September 30, 2025.

We are closely monitoring the collectability of such rents and will adjust future estimations as appropriate as further information becomes known.

The following table summarizes components of our rental income for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Rental Income

1 unchanged sentence

Variable cash rental income (3)

Straight-line rent adjustment

Straight-line rent (adjustment) income

Adjustment of lease incentives and rental income

Amortization of lease incentives

(1) Decreased primarily due to the conversion of 13 communities from Triple-Net to our new SHOP segment, partially offset by rent increases from fair-market rent resets.

(2) Decreased primarily due to turnaround impact of one-time revenue received in 2024 related to the repayment of $ 2,377 in rent credit, lower rent from property sales, and (1) above, partially offset by higher rent from escalations.

(1) Decreased primarily due to the conversion of 13 communities from Triple-Net to our new SHOP segment and lower rent from property sales, partially offset by rent increases from fair-market rent resets, escalations and capital improvements.

(2) Decreased primarily due to (1) above and the turnaround impact of one-time revenue received in 2024 related to the repayment of $ 2,377 of rent credit in connection with a sale.

(3) The variable rental income includes reimbursement of real estate taxes by our lessees.

Decrease primarily due to conversion of 13 communities from Triple-Net to our new SHOP segment and property sales.

(4) Straight-line rental income decreased primarily due to scheduled annual escalations.

(5) In connection with the termination of two existing leases with the same operator, and combining them into a single master lease, we wrote-off a straight-line rent receivable of $ 243 and a lease incentive balance of $ 249 .

(4) Straight-line rental income decreased primarily due to scheduled annual escalations partially offset by lease extensions.

(5) In connection with Genesis’ on-going Chapter 11 bankruptcy filing, we wrote-off the Genesis straight-line rent receivable balance of $ 1,271 .

(6) Relates to explanation (5) above and the write-off of a straight-line rent receivable of $ 243 and a lease incentive balance of $ 249 in connection with the termination of two existing leases with the same operator, and combining them into a single master lease.

(7) Represents a lease incentive balance write-off as a result of converting a lease to fair-market rent resets.

16 unchanged sentences

(3) The purchase option window which expired on December 31, 2024, was extended for another year to December 31, 2025.

During the third quarter of 2025, the operator provided an election notice to exercise its purchase option.

(4) These assets are accounted for as financing receivables.

For more information see Financing Receivables below.

Subsequent to September 30, 2025, the operator provided notice of its intent to exercise its purchase option.

(5) The operator has the option to buy the properties in multiple tranches and in serial closings approved by LTC with an exit IRR of 9.0 % on any portion of the properties being purchased.

7 unchanged sentences

Properties Held -for-Sale.

The following summarizes our held-for-sale properties as of June 30, 2025 and December 31, 2024 ( dollar amounts in thousands ):

At June 30, 2025

The following summarizes our held-for-sale properties as of September 30, 2025 and December 31, 2024 ( dollar amounts in thousands ):

At September 30, 2025

At December 31, 2024

(1) During 2025, we engaged a broker to sell seven SNFs under a master lease, following the operator’s election not to exercise the renewal option available under the master lease.

The master lease covers SNFs in California ( 1 ), Florida ( 2 ) and Virginia ( 4 ) and matures in January 2026.

At June 30, 2025, these centers met the criteria under GAAP as held-for-sale.

The operator is obligated to pay rent on the portfolio through maturity and is current on rent obligations through July 2025.

(1) These centers were sold subsequent to September 30, 2025.

See footnote (2) to the Properties Sold table below for additional information.

(2) This community was sold during the first quarter of 2025.

3 unchanged sentences

Acquisitions.

The following table summarizes our acquisitions for the six months ended June 30, 2025 and 2024 (dollar amounts in thousands):

The following table summarizes our acquisitions within our Triple-Net segment for the nine months ended September 30, 2025 and 2024 (dollar amounts in thousands):

Type of Property

(1) During the six months ended June 30, 2024, we acquired a parcel of land in Kansas adjacent to an existing community operated by Brookdale.

(1) During the nine months ended September 30, 2024, we acquired a parcel of land in Kansas adjacent to an existing community operated by Brookdale.

Rent was increased by 8.0 % of our total cost of the investment.

Intangible Assets.

We make estimates as part of our allocation of the purchase price of acquisitions to various components of acquisition based upon the fair value of each component.

In determining fair value, we use current appraisals or other third-party opinions of value.

The most significant components of our allocations are typically the allocation of fair value to land and buildings, and for certain of our acquisitions, in-place leases and other intangible assets.

In the case of the value of in-place leases, we make the best estimates based on the evaluation of the specific characteristics of each tenant’s lease.

Factors considered include estimates of carrying costs during the hypothetical expected lease-up periods, market conditions and costs to execute similar leases.

The following is a summary of the carrying amount of intangible assets as of June 30, 2025 and December 31, 2024 (in thousands) :

June 30, 2025

December 31, 2024

In-place leases

Tax abatement intangible

(1) Included in the Buildings and improvements line item in our Consolidated Balance Sheets .

(2) Included in the Accumulated depreciation and amortization line item in our Consolidated Balance Sheets.

(3) Included in the Prepaid expenses and other assets line item in our Consolidated Balance Sheets.

LTC PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

Properties Sold .

During the six months ended June 30, 2025 and 2024 we recorded a net gain on sale of real estate of $ 503,000 and $ 3,219,000 , respectively.

The following table summarizes property sales during the six months ended June 30, 2025 and 2024 (dollar amounts in thousands):

During the nine months ended September 30, 2025 we recognized a net loss on sale of real estate of $ 235,000 .

During the nine months ended September 30, 2024, we recognized a net gain on sale of real estate of $ 6,882,000 .

The following table summarizes property sales during the nine months ended September 30, 2025 and 2024 (dollar amounts in thousands):

(Loss) Gain (1)

(1) Calculation of net gain includes cost of sales and write-off of straight-line receivable and lease incentives, when applicable.

(1) Calculation of net (loss) gain includes cost of sales and write-off of straight-line receivable and lease incentives, when applicable.

(2) Subsequent to September 30, 2025, we sold two skilled nursing centers in Florida totaling 240 beds for $ 43,000 .

We received $ 41,900 of net proceeds and expect to record a gain on sale of approximately $ 26,000 .

The properties had a gross book value of $ 23,900 and a net book value of $ 16,000 .

Additionally, we sold five skilled nursing centers in Virginia ( 4 ) and California ( 1 ) with a total of 656 beds for an aggregate sales price of $ 79,950 .

We will use the total proceeds of $ 78,900 in a 1031 exchange for the acquisitions within our SHOP segment and anticipate recording an aggregate gain on sale of approximately $ 52,000 .

These seven properties which were classified as held-for-sale at September 30, 2025, had an aggregate gross book value and net book value of $ 71,742 and $ 42,458 , respectively.

(3) We sold a parcel of land adjacent to a memory care community within our portfolio.

1 unchanged sentence

(5) We recognized additional loss due to additional incurred costs related to properties sold during 2023.

LTC PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

Owned Properties-SHOP

As discussed above, during the second quarter of 2025, we terminated our Anthem and New Perspective Triple-Net master leases and converted the communities covered under the master leases into our new SHOP segment.

At June 30, 2025, our SHOP included operations of 13 communities managed on our behalf by two independent operators pursuant to separate management agreements.

The following table provides information regarding our SHOP (dollar amounts in thousands):

As discussed above, during the second quarter of 2025, we terminated the Anthem and New Perspective Triple-Net master leases and converted the communities covered under the master leases into our new SHOP segment.

Additionally, during the third quarter of 2025, we acquired eight seniors housing communities within our SHOP segment.

Accordingly, as of September 30, 2025, our SHOP segment is comprised of 21 seniors housing communities that are managed on behalf of LTC by five independent operators pursuant to the terms of separate management agreements.

The following table summarizes acquisitions within our SHOP segment during the nine months ended September 30, 2025 ( dollar amounts in thousands ):

Type of Property

CA, CO, KS, IL, OH

(1) Resident fees and services include all amounts earned from residents, based on individual resident agreements, at our SHOP communities.

The individual resident agreements typically vary in duration.

Resident fees and services are primarily service-based and are recognized in accordance with ASC 606 once performance obligations are satisfied.

(2) These communities were converted from NNN to SHOP during the second quarter of 2025.

Accordingly, revenues and expenses do not reflect a full quarter of operations.

Subsequent to June 30, 2025, we acquired a 67 -unit assisted living and memory care community in California within our SHOP segment for $ 35,200,000 .

In connection with the acquisition, we entered into a management agreement with an operator new to us.

(1) Subsequent to September 30, 2025, we acquired an 88 -unit seniors housing community within our SHOP segment in Georgia for $ 22,900 .

In conjunction with the acquisition, we entered into a management agreement with an operator new to us.

(2) Includes $ 1,176 related to property tax prorations.

The following table presents the total acquisition costs allocated to assets acquired ( in thousands ):

Buildings and improvements

Total acquisition costs

The following table provides information regarding our SHOP segment as of September 30, 2025 (dollar amounts in thousands):

(1) Subsequent to September 30, 2025, we acquired within our SHOP segment an 88 -unit seniors housing community in Georgia for $ 22,900 .

In conjunction with the acquisition, we entered into a management agreement with an operator new to us.

LTC PROPERTIES, INC.

9 unchanged sentences

Therefore, we consolidated the joint ventures as Financing Receivables on our Consolidated Balance Sheets and recorded the rental revenue from these joint ventures as Interest income from financing receivables on our Consolidated Statements of Income .

The following tables provide information regarding our investments in financing receivables ( dollar amounts in thousands ):

(1) A purchase option available to the seller-lessee is exercisable at the beginning of the fourth lease year (2025) through the end of the fifth lease year (2027).

The following tables provide information regarding our investments in financing receivables at September 30, 2025 ( dollar amounts in thousands ):

(1) A purchase option available to the seller-lessee is exercisable at the beginning of the fourth lease year (2025) through the end of the fifth lease year (2027), with an exit IRR of 8.5 % .

Subsequent to September 30, 2025, the operator provided notice of its intent to exercise its purchase option.

(2) The seller-lessee has the option to buy the properties in multiple tranches and in serial closings approved by LTC with an exit IRR of 9.0 % on any portion of the properties being purchased.

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Mortgage Loans

The following table sets forth information regarding our investments in mortgage loans secured by first mortgages at June 30, 2025 (dollar amounts in thousands) :

The following table sets forth information regarding our investments in mortgage loans secured by first mortgages at September 30, 2025 (dollar amounts in thousands) :

Interest Rate

2 unchanged sentences

(2) Some loans contain certain guarantees and provide for certain facility fees.

(3) Our mortgage loans are secured by properties located in four states with seven borrowers.

Additionally, during 2024, we committed to fund a $ 26,120 mortgage loan for the construction of a 116 -unit ILF, ALF and MC located in Illinois.

The borrower contributed $ 12,300 of equity which will initially fund the construction.

Once all of the borrower’s equity has been drawn, we will begin funding the commitment.

The loan term is approximately six years at a current rate of 9.0 % and an IRR of 9.5 % .

(4) Minimum interest payable is based on an annual current pay interest rate of 8.5 % on the outstanding loan balance.

The difference between the contractual interest rate and the current pay interest rate on the outstanding loan balance remains an obligation of the borrower and is payable through the application of security deposits held by LTC on behalf of Prestige Healthcare (“Prestige”), the borrower, or payable upon maturity.

Prestige paid full contractual interest through July 2025 and none of Prestige’s security was used to pay the difference between the contractual interest rate and the current pay interest rate.

As of June 30, 2025, we hold $ 6,077 in security on behalf of Prestige.

The loan provides for 2.25 % annual interest rate increases.

During July 2025, we amended the mortgage loan to eliminate the current pay rate and revert monthly interest payments to the full contractual interest rate of 11.14 % , effective July 1, 2025.

Additionally, the amendment provides Prestige an option to prepay their mortgage loan at par and without penalty within a 12-month window beginning in July 2026.

(3) Our mortgage loans are secured by properties located in five states with six borrowers.

(4) During 2024, we committed to fund a $ 26,120 mortgage loan for the construction of a 116 -unit ILF, ALF and MC located in Illinois.

The borrower contributed $ 12,300 of equity which initially funded the construction.

During the third quarter of 2025, we began funding the commitment.

The loan bears interest at a current rate of 9.0 % and an IRR of 9.5 % .

(5) During the three months ended September 30, 2025, we modified the mortgage loan with Prestige Healthcare (“Prestige”), the borrower, to increase the current interest paid by the borrower from 8.5 % to the full contractual interest rate of 11.14 % and escalated annually.

The modification was effective July 1, 2025.

Additionally, the modification provides Prestige an option to prepay their mortgage loan at par without penalty within a 12-month window beginning in July 2026.

Prestige will have to provide us with a 90 -day notice of its intention to exercise the option, and the ability for Prestige to exercise the pre-payment option is contingent on several factors including Prestige being current and in good standing on all its mortgage loans with LTC and obtaining replacement financing.

As of June 30, 2025, we have $ 41,455 of accrued effective interest related to this loan, which is expected to be recovered through payments collected through the contractual maturity of the loan.

If Prestige exercises its contingent prepayment option, we will no longer be able to collect our remaining accrued effective interest as of such date.

In conjunction with the loan modification and the penalty-free early payoff option, we wrote-off $ 41,455 of interest previously accrued related to this mortgage loan.

For more information related to the effective interest write-off see additional discussion below.

(6) Mortgage loans provide for 2.25 % annual increases in the interest rate.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

The following table summarizes our mortgage loan activity for the six months ended June 30, 2025 and 2024 (in thousands):

Six Months Ended June 30,

As noted in the table above, we modified the Prestige $ 180,388,000 mortgage loan to increase the current interest paid by the borrower from 8.5 % to the full contractual interest rate of 11.14 % escalated annually.

The modification was effective July 1, 2025.

Additionally, the modification provides Prestige an option to prepay their mortgage loan at par and without penalty within a 12-month window beginning in July 2026.

In evaluating the impact of the prepayment provisions allowing the borrower to settle the obligation at an amount less than amounts previously accrued under the effective interest method, we wrote-off $ 41,455,000 of interest receivable previously accrued related to this mortgage loan during the three months ended September 30, 2025.

The following table summarizes our mortgage loan activity for the nine months ended September 30, 2025 and 2024 (in thousands):

Nine Months Ended September 30,

Originations and funding under mortgage loans receivable

7 unchanged sentences

(1) Includes the following:

(a) $ 38,495 under our $ 42,300 mortgage loan commitment secured by a 250 -unit ILF, ALF and MC in Florida.

(a) $ 55,350 under a $ 57,550 mortgage loan commitment secured by two ALF/MC with a total of 171 units in California.

The loan term is five years at a rate of 8.3 % ;

(b) $ 39,330 under a $ 42,300 mortgage loan commitment secured by a 250 -unit ILF, ALF and MC in Florida.

The loan term is five years at a fixed rate of 8.5 % ;

(b) $ 3,040 under our $ 19,500 mortgage loan commitment for the construction of an 85 -unit ALF and MC in Michigan.

The borrower contributed $ 12,100 of equity upon origination in July 2023, which was used to initially fund the construction.

1 unchanged sentence

The interest-only loan term is approximately three years at a rate of 8.75 % , and includes two one-year extensions, each of which is contingent on certain coverage thresholds;

(d) $ 1,177 under a $ 26,120 mortgage loan commitment for the construction of a 116 -unit ILF, ALF and MC located in Illinois.

The borrower contributed $ 12,300 of equity which was used to initially fund the construction.

During the third quarter of 2025, we began funding this commitment.

Our remaining commitment is $ 24,943 .

The loan bears interest at a current rate of 9.0 % and an IRR of 9.5 % .

(2) Includes the following:

(a) $ 6,878 under our $ 19,500 mortgage loan commitment.

For an explanation of the terms and other relevant information related to this mortgage loan see (1) (a) above;

(a) $ 9,999 under a $ 19,500 mortgage loan commitment.

For an explanation of the terms and other relevant information related to this mortgage loan see (1) (c) above;

(b) $ 5,546 of additional funding under a mortgage loan receivable agreement with an ALG affiliate secured by 13 ALFs and MCs in North Carolina ( 12 ) and South Carolina ( 1 ).

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Therefore, we have accounted for the JVs using the equity method of accounting.

During 2025, we received $ 15,962,000 , including a 13 % exit IRR of $ 2,962,000 , from the redemption of our preferred equity investment in a joint venture that owns a 267 -unit independent and assisted living community in Washington.

The following table provides information regarding our unconsolidated joint venture investments at June 30, 2025 (dollar amounts in thousands):

During 2025, we received $ 15,962,000 , which includes a 13 % exit IRR of $ 2,962,000 , from the redemption of our preferred equity investment in a joint venture that owns a 267 -unit independent and assisted living community in Washington.

The following table provides information regarding our unconsolidated joint venture investments at September 30, 2025 (dollar amounts in thousands):

Preferred Equity

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We have the option to require the JV partner to purchase our preferred equity interest at any time between August 17, 2031 and December 31, 2036.

The following table summarizes our capital contributions, income recognized, and cash interest received related to our investments in unconsolidated joint ventures during the six months ended June 30, 2025 and 2024 (in thousands):

The following table summarizes our capital contributions, income recognized, and cash interest received related to our investments in unconsolidated joint ventures during the nine months ended September 30, 2025 and 2024 (in thousands):

Income Accrued

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Notes Receivable

Notes receivable consist of mezzanine loans and working capital loans.

The following table summarizes our investments in notes receivable at June 30, 2025 ( dollar amounts in thousands ):

Notes receivable consist of working capital loans and a mezzanine loan.

The following table summarizes our investments in notes receivable at September 30, 2025 ( dollar amounts in thousands ):

Working capital

(1) Excludes the impact of credit loss reserve.

The following table is a summary of our notes receivable components as of June 30, 2025 and December 31, 2024 (in thousands):

At June 30, 2025

The following table is a summary of our notes receivable components as of September 30, 2025 and December 31, 2024 (in thousands):

At September 30, 2025

At December 31, 2024

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Total notes receivable, net of credit loss reserve

The following table summarizes our notes receivable activity for the six months ended June 30, 2025 and 2024 (in thousands):

Six Months Ended June 30,

The following table summarizes our notes receivable activity for the nine months ended September 30, 2025 and 2024 (in thousands):

Nine Months Ended September 30,

Advances under notes receivable

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Net decrease in notes receivable

(1) Includes the following:

(a) $ 17,000 related to an early payoff of a mezzanine loan.

In conjunction with the mezzanine loan payoff, we received exit IRR income of $ 2,599 recognized as Interest and other income in our Consolidated Statements of Income .

The exit IRR income was partially offset by $ 1,624 of effective interest previously recognized over the term of the mezzanine loan through payoff;

(b) $ 639 related to the payoff of three working capital loans;

(2) Represents the write-off of Anthem Memory Care LLC (“Anthem”) working capital note in connection with the conversion of Anthem’s Triple-Net leases to SHOP.

(3) During 2024, we received $ 11,986 towards the paydown of a $ 13,531 working capital note.

The remaining $ 1,545 balance of the working capital note is interest free and will be repaid in installments through 2028.

Additionally, we received an aggregate of $ 1,282 related to the payoff of two working capital notes.

LTC PROPERTIES, INC.

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Lease Incentives

Our non-contingent lease incentive balances at June 30, 2025 and December 31, 2024 were $ 2,893,000 and $ 3,522,000 , respectively.

The following table summarizes our lease incentives activity for the six months ended June 30, 2025 and 2024 (in thousands) :

Six Months Ended June 30,

Our non-contingent lease incentive balances at September 30, 2025 and December 31, 2024 were $ 2,717,000 and $ 3,522,000 , respectively.

The following table summarizes our lease incentives activity for the nine months ended September 30, 2025 and 2024 (in thousands) :

Nine Months Ended September 30,

Lease incentives funded

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Real Estate Investments above.

At June 30, 2025, we had investments in four JVs accounted for as financing receivables that owned 31 properties in three states.

At September 30, 2025, we had investments in four JVs accounted for as financing receivables that owned 31 properties in three states.

In addition to owning the properties through our controlling interests in the JVs, generally, these leases provide one or more of the following:

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As part of our strategy of making investments in properties used in the provision of long-term health care services, we provided mortgage loan financing on such properties.

At June 30, 2025, we had ten mortgage loans secured by 28 properties in four states with seven borrowers.

At September 30, 2025, we had ten mortgage loans secured by 27 properties in five states with six borrowers.

In addition to a lien on the mortgaged properties, the loans are generally secured by non-real estate assets of the properties and contain certain other security provisions in the form of letters of credit and/or security deposits.

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Notes receivable.

Our notes receivable consist of mezzanine loans and working capital notes.

Our notes receivable consist of working capital notes and a mezzanine loan.

Security for these notes can include all or a portion of the following credit enhancements:

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Year of origination (1)

At June 30, 2025

At September 30, 2025

Investment Type:

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Therefore, we elected the policy to write off accrued interest receivable by recognizing credit loss expense.

As of June 30, 2025, the total balance of accrued interest receivable of $ 64,454,000 was not included in the measurement of expected credit loss.

During the six months ended June 30, 2025, we wrote-off Anthem’s interest receivable of $ 371,000 in connection with the conversion of Anthem’s Triple-Net leases to SHOP as explained in Note 3.

As of September 30, 2025, the total balance of accrued interest receivable of $ 21,535,000 was not included in the measurement of expected credit loss.

During the nine months ended September 30, 2025, we wrote-off Anthem’s interest receivable of $ 371,000 in connection with the conversion of Anthem’s Triple-Net leases to SHOP as explained in Note 3.

Real Estate Investments .

During the six months ended June 30, 2024, we did no t recognize any write-off related to accrued interest receivable.

During the nine months ended September 30, 2024, we wrote-off $ 613,000 of interest receivable related to a partial paydown of a mortgage loan.

LTC PROPERTIES, INC.

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Prepaid Expenses and Other Assets

The following is a summary of our prepaid expenses and other assets ( dollar amounts in thousands ):

June 30, 2025

The following is a summary of our prepaid expenses and other assets at September 30, 2025 and December 31, 2024 ( dollar amounts in thousands ):

September 30, 2025

December 31, 2024

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Through the first quarter of 2024, we had an unsecured credit agreement (the “Original Credit Agreement”) that provided for an aggregate commitment of the lenders of up to $ 500,000,000 comprising of a $ 400,000,000 revolving credit facility (the “Revolving Line of Credit”) and two $ 50,000,000 term loans (the “Term Loans”).

The Term Loans mature on November 19, 2025 and November 19, 2026.

The Term Loans had maturities of November 19, 2025 and November 19, 2026.

The Revolving Line of Credit had a maturity date of November 19, 2025 and provided a one-year extension option at our discretion, subject to customary conditions.

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The exercise of the Accordion did not change any other term or condition of the Credit Agreement, including its maturity date or covenant requirements.

Based on our leverage at June 30, 2025, the facility provides for interest annually at Adjusted SOFR plus 110 basis points and a facility fee of 15 basis points and the Term Loans provide for interest annually at Adjusted SOFR plus 125 basis points.

Subsequent to June 30, 2025, we entered into a new four-year unsecured credit agreement (“New Credit Agreement”) maturing in July 2029, to replace our previous Credit Agreement.

During the third quarter of 2025, we entered into a new four-year unsecured credit agreement (the “New Credit Agreement”) maturing in July 2029, to replace our previous Credit Agreement.

The New Credit Agreement increased the aggregate commitment on our revolving line of credit from $ 425,000,000 to $ 600,000,000 and provides for the opportunity to increase the total commitment to an aggregate $ 1,200,000,000 .

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In connection with the New Credit Agreement, the Term Loans were rolled into the new revolving line of credit, keeping the interest rate swap agreements intact at an average 2.3 % rate, based on current margins.

Interest Rate Swap Agreements.

In connection with entering into the Term Loans described above, we entered into two receive variable/pay fixed interest rate swap agreements (the “Interest Rate

Based on our leverage at September 30, 2025, the facility provides for interest annually at SOFR plus 115 basis points and a facility fee of 20 basis points.

LTC PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

Swaps”) with maturities of November 19, 2025 and November 19, 2026, respectively, that will effectively lock-in the forecasted interest payments on the Term Loans’ borrowings over their four and five year terms of the loans.

Interest Rate Swap Agreements.

In connection with entering into the Term Loans described above, we entered into two receive variable/pay fixed interest rate swap agreements (the “Interest Rate Swaps”) with maturities of November 19, 2025 and November 19, 2026, respectively, that effectively locked in the forecasted interest payments on the Term Loans’ borrowings over their four and five year terms of the loans.

The Interest Rate Swaps are considered cash flow hedges and are recorded on our Consolidated Balance Sheets at fair value in Prepaid expenses and other assets , with cumulative changes in the fair value of these instruments recognized in Accumulated other comprehensive income (loss) on our Consolidated Balance Sheets .

During the six months ended June 30, 2025 and 2024, we recorded a decrease of $ 1,627,000 and $ 145,000 in fair value of Interest Rate Swaps, respectively.

As discussed above, subsequent to June 30, 2025, the Term Loans were paid off using proceeds from our new revolving line of credit under our New Credit Agreement, keeping the interest rate swap agreements intact through November 2025 at 2.3 % and November 2026 at 2.4 % , based on current margins.

As discussed above, during the three months ended September 30, 2025, the Term Loans were paid off using proceeds from our new revolving line of credit under our New Credit Agreement, keeping the Interest Rate Swaps intact through November 2025 at 2.3 % and November 2026 at 2.4 %, based on current margins.

During the three and nine months ended September 30, 2025, we recorded a decrease of $ 729,000 and $ 2,356,000 to the fair value of Interest Rate Swaps, respectively.

During the three and nine months ended September 30, 2024, we recorded a decrease of $ 2,326,000 and $ 2,471,000 to the fair value of Interest Rate Swaps, respectively.

Information regarding our Interest Rate Swaps measured at fair value, which are classified as Level 2 of the fair value hierarchy is presented below ( dollar amounts in thousands ):

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Maturity Date

June 30, 2025

September 30, 2025

December 31, 2024

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The senior unsecured notes mature between 2026 and 2033.

The senior unsecured notes and the Credit Agreement, including the Revolving Line of Credit and the Term Loans, contain financial covenants, which are measured quarterly, that require us to maintain, among other things:

The senior unsecured notes and the Credit Agreement, contain financial covenants, which are measured quarterly, that require us to maintain, among other things:

● a ratio of total indebtedness to total asset value not greater than 0.6 to 1.0;

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● a ratio of EBITDA, as calculated in the debt obligation, to fixed charges not less than 1.50 to 1.0.

At June 30, 2025, we were in compliance with all applicable financial covenants.

At September 30, 2025, we were in compliance with all applicable financial covenants.

These debt obligations also contain additional customary covenants and events of default that are subject to a number of important and significant limitations, qualifications and exceptions.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

The following table sets forth information regarding debt obligations by component as of June 30, 2025 and December 31, 2024 ( dollar amounts in thousands):

At June 30, 2025

The following table sets forth information regarding debt obligations by component as of September 30, 2025 and December 31, 2024 ( dollar amounts in thousands):

At September 30, 2025

At December 31, 2024

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Senior unsecured notes, net of debt issue costs

(1) Represents weighted average of interest rate as of June 30, 2025.

(2) Subsequent to June 30, 2025, as noted above, we entered into our New Credit Agreement increasing commitments from $ 425,000 to $ 600,000 and repaid our Term Loans using proceeds from our revolving line of credit under our New Credit Agreement.

Additionally, we borrowed $ 41,850 under our new revolving line of credit under our New Credit Agreement.

(1) Represents weighted average interest rate as of September 30, 2025.

(2) Subsequent to September 30, 2025, we repaid $ 62,900 under our unsecured revolving line of credit.

Accordingly, we have $ 485,550 outstanding and $ 114,450 available for borrowing under our unsecured revolving line of credit.

(3) Subsequent to June 30, 2025, we repaid $ 7,000 in scheduled principal paydown on our senior unsecured notes.

During the six months ended June 30, 2025 and 2024, our debt borrowings and repayments were as follows ( in thousands ):

Six Months Ended June 30,

During the nine months ended September 30, 2025 and 2024, our debt borrowings and repayments were as follows ( in thousands ):

Nine Months Ended September 30,

Debt Obligations

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Senior unsecured notes

(1) Subsequent to June 30, 2025, as noted above, we entered into our New Credit Agreement increasing commitments from $ 425,000 to $ 600,000 and repaid our Term Loans using proceeds from our revolving line of credit under our New Credit Agreement.

Additionally, we borrowed $ 41,850 under our new revolving line of credit under our New Credit Agreement.

(1) Subsequent to September 30, 2025, we repaid $ 62,900 under our unsecured revolving line of credit.

Accordingly, we have $ 485,550 outstanding and $ 114,450 available for borrowing under our unsecured revolving line of credit.

(2) Subsequent to June 30, 2025, we repaid $ 7,000 in scheduled principal paydown on our senior unsecured notes.

Accrued Expenses and Other Liabilities

The following is a summary of our accrued expenses and other liabilities ( dollar amounts in thousands ):

June 30, 2025

September 30, 2025

December 31, 2024

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Accordingly, we consolidate the VIEs and record the non-controlling interests on the consolidated financial statements.

As of June 30, 2025, we have the following consolidated VIEs (in thousands):

As of September 30, 2025, we have the following consolidated VIEs (in thousands):

Non-Controlling

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(1) Includes the total real estate investments and excludes intangible assets.

During the six months ended June 30, 2025, we acquired our JV partner’s non-controlling interest in a JV that owns two seniors housing communities in Oregon with a total of 186 units for $ 1,150,000 resulting in us controlling full ownership of these communities.

During the nine months ended September 30, 2025, we acquired our JV partner’s non-controlling interest in a JV that owns two seniors housing communities in Oregon with a total of 186 units for $ 1,150,000 resulting in us controlling full ownership of these communities.

As a result, these VIEs are not listed in the table above.

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The Equity Distribution Agreement provides for sales of common shares to be made by means of ordinary brokers’ transactions, which may include block trades, or transactions that are deemed to be “at the market” offerings.

During the six months ended June 30, 2024, we sold 343,800 shares of common stock for $ 10,974,000 in net proceeds under our Original Equity Distribution Agreements.

In conjunction with the sale of common stock, we incurred $ 116,000 of costs associated with this agreement which have been recorded in additional paid in capital as a reduction of proceeds received.

During the six months ended June 30, 2025, we sold 387,600 shares of common stock for $ 13,785,000 in net proceeds under our Equity Distribution Agreement.

In conjunction with the sale of common stock, we incurred $ 205,000 of costs associated with this agreement which have been recorded in additional paid in capital as a reduction of proceeds received.

At June 30, 2025, we had $ 376,378,000 available under the Equity Distribution Agreement.

During the six months ended June 30, 2025 and 2024, we acquired 151,018 shares and 49,540 shares, respectively, of common stock held by employees who tendered owned shares to satisfy tax withholding obligations.

LTC PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

During the nine months ended September 30, 2025, we sold 1,655,100 shares of common stock for $ 59,316,000 in net proceeds under our Equity Distribution Agreement.

In conjunction with the sale of common stock, we incurred $ 353,000 of costs associated with this agreement which have been recorded in additional paid in capital as a reduction of proceeds received.

At September 30, 2025, we had $ 330,271,000 available under the Equity Distribution Agreement.

Subsequent to September 30, 2025, we sold 281,400 shares of common stock for $ 10,260,000 in net proceeds under our Equity Distribution Agreement.

Accordingly, we have $ 319,881,000 available under the Equity Distribution Agreement.

During the nine months ended September 30, 2024, we sold 1,886,900 shares of common stock for $ 65,629,000 in net proceeds under our Original Equity Distribution Agreements.

In conjunction with the sale of common stock, we incurred $ 119,000 of costs associated with this agreement which have been recorded in additional paid in capital as a reduction of proceeds received.

During the nine months ended September 30, 2025 and 2024, we acquired 151,018 shares and 49,540 shares, respectively, of common stock held by employees who tendered owned shares to satisfy tax withholding obligations.

Available Shelf Registration.

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We declared and paid the following cash dividends (in thousands) :

Six Months Ended June 30,

Nine Months Ended September 30,

Common Stock (1)

(1) Represents $ 0.19 per share per month for the six months ended June 30, 2025 and 2024.

(1) Represents $ 0.19 per share per month for the nine months ended September 30, 2025 and 2024.

(2) Includes $ 1,312 of distribution related to vesting of the performance-based stock units.

In July 2025, we declared a monthly cash dividend of $ 0.19 per share on our common stock for the months of July, A ugust and September 2025, payable on July 31, August 29, and September 30, 2025, respectively, to stockholders of record on July 23, August 21, and September 22, 2025, respectively.

In October 2025, we declared a monthly cash dividend of $ 0.19 per share on our common stock for the months of October, November and December 2025 , payable on October 31 , November 28 , and December 31, 2025 , respectively, to stockholders of record on October 23 , November 20 , and December 23, 2025 , respectively.

Stock-Based Compensation .

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Under the 2021 Plan, the shares were authorized and reserved for awards to officers, employees, non-employee directors and consultants.

The terms of the awards granted under the 2021 Plan and the 2015 Plan are set by our compensation committee at its discretion.

Beginning in the first quarter of 2024, we entered into Performance Stock Unit Award Agreements, based upon absolute and relative total shareholder return, under the 2021 Plan.

During the six months ended June 30, 2025 and 2024, no stock options were granted or exercised.

During the six months ended June 30, 2024, 5,000 stock options expired and were cancelled.

At June 30, 2025 and 2024, we had no stock options outstanding and exercisable .

LTC PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

The following table summarizes our restricted stock activity for the six months ended June 30, 2025 and 2024 :

Six Months Ended June 30,

terms of the awards granted under the 2021 Plan and the 2015 Plan are set by our compensation committee at its discretion.

Beginning in the first quarter of 2024, we entered into Performance Stock Unit Award Agreements, based upon absolute and relative total shareholder return, under the 2021 Plan.

During the nine months ended September 30, 2025 and 2024, no stock options were granted or exercised.

During the nine months ended September 30, 2024, 5,000 stock options expired and were cancelled.

At September 30, 2025 and 2024, we had no stock options outstanding and exercisable.

The following table summarizes our restricted stock activity for the nine months ended September 30, 2025 and 2024 :

Nine Months Ended September 30,

Weighted Average Price

Outstanding, January 1

Outstanding, June 30

Outstanding, September 30

(1) Includes the accelerated vesting of 13,362 shares of restricted common stock in connection with an employee’s retirement.

During the six months ended June 30, 2025, 182,915 units of performance-based stock units vested, which includes the accelerated vesting of 19,694 performance-based stock units in connection with an employee’s retirement.

No performance-based stock units vested during the six months ended June 30, 2024.

During the six months ended June 30, 2025 and 2024, we granted restricted stock and performance-based stock units under the 2021 Plan as follows:

During the nine months ended September 30, 2025, 182,915 units of performance-based stock units vested, which includes the accelerated vesting of 19,694 performance-based stock units in connection with an employee’s retirement.

No performance-based stock units vested during the nine months ended September 30, 2024.

During the nine months ended September 30, 2025 and 2024, we granted restricted stock and performance-based stock units under the 2021 Plan as follows:

Vesting Period

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

Compensation expense recognized related to the vesting of restricted common stock and performance-based stock units for the six months ended June 30, 2024 was $ 4,522,000 .

Compensation expense recognized related to the vesting of restricted common stock and performance-based stock units for the six months ended June 30, 2025, was $ 5,048,000 , which includes $ 700,000 of compensation expense related to accelerated vesting of restricted common stock and performance-based stock units in connection with an employee’s retirement.

Compensation expense recognized related to the vesting of restricted common stock and performance-based stock units for the nine months ended September 30, 2024 was $ 6,791,000 .

Compensation expense recognized related to the vesting of restricted common stock and performance-based stock units for the nine months ended September 30, 2025, was $ 7,188,000 , which includes $ 700,000 of compensation expense related to accelerated vesting of restricted common stock and performance-based stock units in connection with an employee’s retirement.

Accordingly, the remaining compensation expense to be recognized related to the future service period of unvested outstanding restricted common stock and performance-based stock units are as follows (in thousands):

July-December 2025

October-December 2025

Commitments and Contingencies

At June 30, 2025, we had commitments as follows (in thousands):

At September 30, 2025, we had commitments as follows (in thousands):

Triple-Net properties

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Real Estate Investments )

Financing receivables ( Note 3.Real Estate Investments)

Accrued incentives and earn-out liabilities (Note 6.

Lease Incentives)

Mortgage loans (N ote 3.

Mortgage loans ( Note 3.

Real Estate Investments )

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Investments in Unconsolidated Joint Ventures )

Notes receivable (N ote 5.

Notes receivable ( Note 5.

Notes Receivable )

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Real Estate Investments .

(3) Represents $ 45,620 related to two construction loan, $ 19,950 of contingent commitments available upon the borrower achieving certain coverage ratios, and $ 2,000 of other commitments.

(3) Represents $ 45,620 related to two construction loans, $ 19,950 of contingent commitments available upon the borrower achieving certain coverage ratios, and $ 4,200 of other commitments.

(4) Represents expenditure reserve of $ 1,438 related to a mortgage loan secured by a SNF in Texas.

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Real Estate Investments for a table summarizing information about our purchase options.

We are a party from time to time to various general and professional liability claims and lawsuits asserted against the lessees or borrowers of our properties, which in our opinion are not singularly or in

LTC PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

the aggregate material to our results of operations or financial condition.

These types of claims and lawsuits may include matters involving general or professional liability, which we believe under applicable legal principles are not our responsibility as a non-possessory landlord or mortgage holder.

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Major Operators

Within our real estate investment segment, two operators each account for 10% or more of our Total revenues .

Within our real estate investment segment, two operators each account for approximately 10% or more of our Total revenues .

Our SHOP segment is not subject to operator concentration, as the communities are operated on our behalf by independent operators under management agreements.

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Accordingly, we are not exposed to operator credit risk to the same extent as within our real estate investment segment.

The following table presents information regarding our major operators as of June 30, 2025:

The following table presents information regarding our major operators as of September 30, 2025:

Percentage of

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ALG Senior Living (4)

(1) Includes total revenues for the six months ended June 30, 2025.

(1) Includes total revenues for the nine months ended September 30, 2025.

(2) Represents the net carrying value of the mortgage loans and properties we own divided by the Total assets on the Consolidated Balance Sheets.

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Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Net (loss) income

Less income allocated to non-controlling interests

Less non-forfeitable dividends on participating securities

Net income available to common stockholders

Less income allocated to participating securities:

Non-forfeitable dividends on participating securities

Income allocated to participating securities

Total net income allocated to participating securities

Net (loss) income available to common stockholders

Effect of dilutive securities:

Participating securities (2)

Net income for diluted net income per share

Net (loss) income for diluted net income per share

Shares for basic net income per share

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Diluted net income per share

(1) For the three and six months ended June 30, 2025 and 2024, the participating securities were excluded from the computation of diluted net income per share as such inclusion would be anti-dilutive.

(1) The computation of the net income per share for the three and nine months ended September 30, 2024 are made independently.

Therefore, the sum of the quarters may not agree with the amounts for the year-to-date periods.

(2) For the three and nine months ended September 30, 2025 and 2024, the participating securities were excluded from the computation of diluted net income per share as such inclusion would be anti-dilutive.

(3) For the three months ended September 30, 2025, the performance-based stock units were excluded from the calculation of the shares for diluted net income per share as such inclusion would be anti-dilutive.

Fair Value Measurements

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We do not invest our cash in auction rate securities.

The carrying value and estimated fair value of our financial instruments as of June 30, 2025 and December 31, 2024 were as follows ( in thousands ):

At June 30, 2025

The carrying value and estimated fair value of our financial instruments as of September 30, 2025 and December 31, 2024 were as follows ( in thousands ):

At September 30, 2025

At December 31, 2024

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The fair value is determined using a widely accepted valuation technique, discounted cash flow analysis on the expected cash flows.

The discount rate used to value our future cash inflows of the financing receivables at both June 30, 2025 and December 31, 2024 was 7.6 % and 7.7 % , respectively.

The discount rate used to value our future cash inflows of the financing receivables at September 30, 2025 and December 31, 2024 was 7.5 % and 7.7 % , respectively.

(2) Our investment in mortgage loans receivable is classified as Level 3.

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The discount rate is determined using our assumption on market conditions adjusted for market and credit risk and current returns on our investments.

The discount rate used to value our future cash inflows of the mortgage loans receivable at June 30, 2025 and December 31, 2024 was 9.5 % and 10.0 % , respectively.

The discount rate used to value our future cash inflows of the mortgage loans receivable at September 30, 2025 and December 31, 2024 was 9.3 % and 10.0 % , respectively.

(3) Our investments in notes receivable are classified as Level 3.

The discount rate is determined using our assumption on market conditions adjusted for market and credit risk and current returns on our investments.

The discount rate used to value our future cash flows of the notes receivable at June 30, 2025 and December 31, 2024 was 8.1 % and 7.6 % , respectively.

The discount rate used to value our future cash flows of the notes receivable at September 30, 2025 and December 31, 2024 was 7.7 % and 7.6 % , respectively.

(4) Our revolving line of credit and term loans bear interest at a variable interest rate.

The estimated fair value of our revolving line of credit and term loans approximated their carrying values at June 30, 2025 and December 31, 2024 upon prevailing market interest rates for similar debt arrangements.

The estimated fair value of our revolving line of credit and term loans approximated their carrying values at September 30, 2025 and December 31, 2024 upon prevailing market interest rates for similar debt arrangements.

During the three months ended September 30, 2025, the Term Loans were rolled into our new revolving line of credit.

(5) Our obligation under our senior unsecured notes is classified as Level 3 and thus the fair value is determined using a widely accepted valuation technique, discounted cash flow analysis on the expected cash flows.

The discount rate is measured based upon management’s estimates of rates currently prevailing for comparable loans available to us, and instruments of comparable maturities.

At June 30, 2025, the discount rate used to value our future cash outflow of our senior unsecured notes was 5.8 % for those maturing before 2030 and 6.0 % for those maturing at or beyond 2030.

At September 30, 2025, the discount rate used to value our future cash outflow of our senior unsecured notes was 5.25 % for those maturing before 2030 and 5.5 % for those maturing at or beyond 2030.

At December 31, 2024, the discount rate used to value our future cash outflow of our senior unsecured notes was 6.25 % for those maturing before year 2030 and 6.5 % for those maturing at or beyond year 2030.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

During the six months ended June 30, 2025 and 2024, the CODM has been collectively identified as our Executive Chairman and Co-Presidents, who share the responsibility for allocating resources and assessing segment performance.

During the nine months ended September 30, 2025 and 2024, the CODM has been collectively identified as our Executive Chairman and Co-CEOs, who share the responsibility for allocating resources and assessing segment performance.

During the second quarter of 2025, we began utilizing the RIDEA structure and established our SHOP segment.

Accordingly, as of June 30, 2025, we conduct and manage our business as two operating segments:

Accordingly, we conduct and manage our business as two operating segments:

real estate investments and SHOP and our CODM evaluated the performance of our investments based on net operating income (“NOI”).

1 unchanged sentence

Non-GAAP Financial Measures .

Summary information by reportable segment for the three and six months ended June 30, 2025 is as follows (unaudited, in thousands):

Three Months Ended June 30, 2025

Summary information by reportable segment for the three and nine months ended September 30, 2025 is as follows (unaudited, in thousands):

Three Months Ended September 30, 2025

investment portfolio

9 unchanged sentences

Depreciation and amortization

Write-off of effective interest receivable

Provision for credit losses

1 unchanged sentence

General and administrative expenses

Gain on sale of real estate, net

Income tax benefit

Six Months Ended June 30, 2025

Loss on sale of real estate, net

Income tax expense

Nine Months Ended September 30, 2025

investment portfolio

9 unchanged sentences

Depreciation and amortization

Write-off of effective interest receivable

Provision for credit losses

1 unchanged sentence

General and administrative expenses

Gain on sale of real estate, net

Loss on sale of real estate, net

Income tax benefit

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

During the six months ended June 30, 2024, we operated under one reportable segment and our CODM evaluated the performance of our investments based on net income.

Summary information by reportable segment for the three and six months ended June 30, 2024 is as follows ( unaudited, in thousands ):

Three Months Ended

Six Months Ended

Three and Six Months Ended June 30, 2024

June 30, 2024

During the three and nine months ended September 30, 2024, we operated under one reportable segment .

Summary information by reportable segment for the three and nine months ended September 30, 2024 is as follows ( unaudited, in thousands ):

Three Months Ended September 30, 2024

investment portfolio

Rental income

Resident fees and services

Interest income from financing receivables

2 unchanged sentences

Total revenues

Income from unconsolidated joint ventures

Property level expenses

Interest Expense

Depreciation and Amortization

Provision for credit losses

Impairment Loss

Transaction costs

Property tax expense

Recovery for credit losses

General and administrative expenses

Total expenses

Income before unconsolidated joint ventures, real estate dispositions and other items

(Loss) gain on sale of real estate, net

Gain on sale of real estate, net

Income tax benefit

Nine Months Ended September 30, 2024

investment portfolio

Rental income

Resident fees and services

Interest income from financing receivables

Interest income from mortgage loans

Interest and other income

Total revenues

Income from unconsolidated joint ventures

Property level expenses

Interest Expense

Depreciation and Amortization

Impairment Loss

Transaction costs

Recovery for credit losses

General and administrative expenses

Gain on sale of real estate, net

Income tax benefit

Total assets by reportable business segment and segment-level significant expense categories are not disclosed as our CODM do not review such information to evaluate business performance and allocate resources.

LTC PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

Our Company qualifies as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended.

4 unchanged sentences

Resident fees and services revenue and related operating expenses for these facilities are reported on our Consolidated Statements of Income and are subject to federal, state and local income taxes.

Accordingly, we recorded a provision for income taxes for the three months ended June 30, 2025, which included a benefit of $ 81,000 and a deferred tax asset of $ 165,000 in Prepaid expenses and other assets on our Consolidated Balance Sheets.

Our provision for income taxes for the three and nine months ended September 30, 2025, was an expense of $ 42,000 and a benefit of $ 39,000 , respectively.

At September 30, 2025, our deferred income tax assets and deferred income tax liabilities with respect to our TRS entity were $ 332,000 and $ 80,000 , respectively.

Subsequent Events

Subsequent to June 30, 2025, the following events occurred:

We acquired a 67 -unit assisted living and memory care community in California within our SHOP segment for $ 35,200,000 .

Subsequent to September 30, 2025, the following events occurred:

We acquired an 88 -unit seniors housing community within our SHOP segment in Georgia for $ 22,900,000 .

In conjunction with the acquisition, we entered into a management agreement with an operator new to us.

LTC PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

We amended our $ 180,421,000 mortgage loan with Prestige secured by 14 skilled nursing centers in Michigan to eliminate the 8.5 % current pay rate and revert monthly interest payments to the full contractual interest rate of 11.14 %, effective July 1, 2025.

Additionally, the amendment provides Prestige an option to prepay this mortgage loan at par and without penalty within a 12-month window beginning in July 2026.

Prestige will have to provide us with a 90 -days notice of its intention to exercise the option, and the ability for Prestige to exercise the pre-payment option is contingent on several factors including Prestige being current and in good standing on all its mortgage loans with LTC and obtaining replacement financing.

As of June 30, 2025, we have $ 41,455,000 accrued effective interest related to this loan, which is expected to be recovered through payments collected through the contractual maturity of the loan.

If Prestige exercises its contingent prepayment option, we will no longer be able to collect our remaining accrued effective interest as of such date.

We repaid $ 7,000,000 in scheduled principal paydowns on our senior unsecured notes.

Additionally, we entered into our New Credit Agreement maturing in July 2029, to replace our existing unsecured credit agreement.

The new unsecured credit agreement provides for a one-year extension option, subject to customary conditions.

Material terms of the New Credit Agreement remain unchanged.

In connection with the New Credit Agreement, the two $ 50,000,000 term loans that were maturing over the next 16 months were rolled into the new revolving line of credit, keeping the interest rate swap agreements intact through November 2025 at 2.3 % and November 2026 at 2.4 %, based on current margins.

Further, we borrowed $ 41,850,000 under our revolving line of credit under our new unsecured credit agreement.

Accordingly, we have $ 310,400,000 outstanding and $ 289,600,000 available for borrowing under our revolving line of credit.

We declared a monthly cash dividend of $ 0.19 per share on our common stock for the months of July, A ugust and September 2025 , payable on July 31 , August 29 , and September 30, 2025 , respectively to stockholders of record on July 23 , August 21 , and September 22, 2025 , respectively.

Property Sales.

We sold two skilled nursing centers in Florida totaling 240 beds for $ 43,000,000 .

We received $ 41,900,000 of net proceeds and expect to record a gain on sale of approximately $ 26,000,000 .

Additionally, we sold five skilled nursing centers in Virginia ( 4 ) and California ( 1 ) with a total of 656 beds for an aggregate sales price of $ 79,950,000 .

We will use the total proceeds of $ 78,900,000 in a 1031 exchange for the acquisitions within our SHOP segment and anticipate recording an aggregate gain on sale of approximately $ 52,000,000 .

These seven properties had an aggregate gross book value and net book value of $ 71,742,000 and $ 42,458,000 , respectively.

We repaid $ 62,900,000 under our unsecured revolving line of credit.

Accordingly, we have $ 485,550,000 outstanding and $ 114,450,000 available for borrowing under our unsecured revolving line of credit.

We sold 281,400 shares of common stock for $ 10,260,000 in net proceeds under our Equity Distribution Agreements.

Accordingly, we have $ 319,881,000 available under our Equity Distribution Agreements.

Additionally, we declared a monthly cash dividend of $ 0.19 per share on our common stock for the months of October, November and December 2025 , payable on October 31 , November 28 , and December 31, 2025 , respectively to stockholders of record on October 23 , November 20 , and December 23, 2025 , respectively.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements