What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-05 compared with 2026-05-06 · 205 added, 187 removed, 456 unchanged (46% of the section changed)

35 unchanged sentences

We have been operating since August 1992.

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

We also have investments in other (“OTH”) types of

properties, such as land parcels, projects under development (“UDP”) and a behavioral health care hospital.

For purposes of this quarterly report and other presentations, we generally include ILF, ALF, MC, and combinations thereof in the seniors housing communities classification (“SH”).

Substantially all of our revenues and sources of cash flows from operations are derived from rents from operating leases, resident fees and services, interest earned on financing receivables, interest earned on outstanding loans receivable and income from investments in unconsolidated joint ventures.

Income from our investments represent our primary source of liquidity to fund distributions and are dependent upon the performance of our SHOP communities and operators on their lease and loan obligations and the rates earned thereon.

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

For purposes of this quarterly report and other presentations, we

generally include independent living communities, assisted living communities, memory care communities and combinations thereof in the seniors housing communities classification (“SH”).

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

Substantially all of our revenues and sources of cash flows from operations are derived from resident fees and services, rents from operating leases, interest earned on financing receivables and interest earned on outstanding loans receivable.

Income from our investments represents our primary source of liquidity to fund distributions and is dependent upon the performance of our SHOP communities and operators on their lease and loan obligations and the rates earned thereon.

To the extent that the operators experience operating difficulties and are unable to generate sufficient cash to make payments to us, there could be a material adverse impact on our consolidated results of operations, liquidity and/or financial condition.

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Our goal is to invest in properties that provide opportunity for additional value and current returns to our stockholders and diversify our investment portfolio by geographic location and operator.

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.

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 authorized by the Housing and Economic Recovery Act of 2008.

Under RIDEA, we are permitted to participate directly in the cash flow of qualified healthcare properties (compared to receiving solely contractual rental income) and have certain oversight approval rights and the right to review operational and financial reporting information.

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To develop and implement RIDEA structures, we may need to continue to commit financial and operational resources.

While we anticipate that adding RIDEA transactions will be positive for our business model, our ability to succeed in this new segment will be determined by numerous factors, including our ability to identify suitable investments

and our relationship with operators of our SHOP communities.

While we anticipate that adding RIDEA transactions will be positive for our business model, our ability to succeed in this new

segment will be determined by numerous factors, including our ability to identify suitable investments and our relationship with operators of our SHOP communities.

We rely on the SHOP operator’s personnel, expertise, resources, good faith, and judgement to manage our SHOP communities efficiently and effectively.

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Depending upon the availability and cost of external capital, we anticipate making additional investments in seniors housing communities.

New investments are generally funded from cash on hand, proceeds from periodic asset sales, temporary borrowings under our unsecured revolving line of credit and internally generated cash flows.

Our investments generate internal cash from rent, resident fees and services, interest from financing receivables and interest receipts and principal payments on loan receivables and income from unconsolidated joint ventures.

New investments are generally funded from cash on hand, proceeds from periodic asset sales, borrowings under our unsecured revolving line of credit, proceeds from sale of common stock under our ATM, and internally generated cash flows.

Our investments generate internal cash from resident fees and services, rent, interest from financing receivables and interest receipts and principal payments on loan receivables.

Permanent financing for future investments, which replaces funds drawn under our unsecured revolving line of credit, may be provided through a combination of public and private offerings of debt and equity securities and secured and unsecured debt financing.

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Real Estate Portfolio Overview

The following tables summarize our real estate investment portfolio as of March 31, 2026 ( dollar amounts in thousands ):

Three Months Ended

March 31, 2026

The following tables summarize our real estate investment portfolio as of June 30, 2026 ( dollar amounts in thousands ):

Six Months Ended

June 30, 2026

Rental Income

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Total Notes Receivable

Unconsolidated

Unconsolidated Joint Ventures

Properties (1)

Joint Ventures

Skilled Nursing

Total Unconsolidated Joint Ventures

Total Portfolio

5 unchanged sentences

Total Portfolio

(1) We have investments in owned properties, including our Triple-Net Portfolio and SHOP, financing receivables, mortgage loans, notes receivable and unconsolidated joint ventures in 23 states to 30 operators.

(1) We have investments in owned properties, including our Triple-Net Portfolio and SHOP, financing receivables, mortgage loans and notes receivable in 23 states to 31 operators.

(2) Includes three parcels of land held-for-use and one behavioral health care hospital.

(3) We funded $14,310 under a $26,120 mortgage loan commitment for the construction of a 116-unit SH located in Illinois.

(3) Represents a $26,120 mortgage loan commitment, of which $16,386 has been funded, for the construction of a 116-unit SH located in Illinois.

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

(4) Excludes $2,268 variable rental income from lessee reimbursement of our real estate taxes.

(4) Excludes $4,464 variable rental income from lessee reimbursement of our real estate taxes and $818 rental income related to properties sold and properties converted into our SHOP segment.

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

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(7) Included in the Interest and other income line item of our Consolidated Statements of Income .

As of March 31, 2026, we had $2.0 billion in net carrying value of investments as follows ( in thousands ):

As of June 30, 2026, we had $2.1 billion in net carrying value of investments as follows ( in thousands ):

Triple-Net Portfolio

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Notes receivable

Unconsolidated joint ventures

Investments, net

The following table provides details on the components of revenues and related net operating income (“NOI”) across our portfolio ( in thousands ):

Three Months Ended

Six Months Ended

June 30, 2026

Real Estate Investment segment:

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NOI-SHOP Segment (5)

(1) At March 31, 2026, the straight-line rent receivable balance on our Consolidated Balance Sheets was $17,615.

(2) At March 31, 2026, the financing receivables effective interest receivable balance, which is included in the Interest receivable line item on our Consolidated Balance Sheets, was $7,075.

During the three months ended March 31, 2026, we wrote-off $198 effective interest receivable previously recognized related to the sale of properties accounted for as a financing receivable.

(3) At March 31, 2026, the mortgage loans receivable effective interest receivable balance, which is included in the Interest receivable line item on our Consolidated Balance Sheets, was $14,394.

(4) At March 31, 2026, the other notes receivable effective interest receivable balance, which is included in the Interest receivable line item on our Consolidated Balance Sheets, was $50.

(1) At June 30, 2026, the straight-line rent receivable balance on our Consolidated Balance Sheets was $17,329.

(2) At June 30, 2026, the financing receivables effective interest receivable balance, which is included in the Interest receivable line item on our Consolidated Balance Sheets, was $7,436.

During 2026, we wrote-off $198 effective interest receivable previously recognized related to the sale of properties accounted for as a financing receivable.

(3) At June 30, 2026, the mortgage loans receivable effective interest receivable balance, which is included in the Interest receivable line item on our Consolidated Balance Sheets, was $14,685.

(4) At June 30, 2026, the other notes receivable effective interest receivable balance, which is included in the Interest receivable line item on our Consolidated Balance Sheets, was $27.

(5) See Non-GAAP Financial Measures below for additional information and reconciliation.

The following table outlines information related to our triple-net lease extensions during the three months ended March 31, 2026 ( dollar amounts in thousands ):

Type of Property

October 31, 2026

October 31, 2030

During the three months ended March 31, 2026, we terminated a master lease and converted two seniors housing communities covered under the master lease into our SHOP segment.

Upon conversion, we entered into a management agreement with an operator new to us.

The communities are located in Texas with a total of 88 units and an aggregate gross book value of $26.3 million.

Subsequent to March 31, 2026, we terminated an additional triple-net master lease and converted two seniors housing communities covered under the master lease into our SHOP segment.

Upon conversion, we entered into a management agreement with another operator, also new to us.

The communities are located in Georgia and South Carolina with a total of 159 units and an aggregate gross book value of $32.4 million.

Update on Certain Operators

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Affiliates of Genesis lease six skilled nursing centers in New Mexico (five) and Alabama (one) with a total of 782 beds under a master lease with LTC.

Genesis has paid their contractual rent through May 2026.

Genesis has paid their contractual rent through August 2026.

Prestige Healthcare

Prestige Healthcare (“Prestige”) operates 21 skilled nursing centers located in Michigan secured under four mortgage loans and two skilled nursing centers located in South Carolina under a master lease.

Prestige is our largest operator based on total revenues and second largest operator based on total assets, representing 8.0% of our total revenues and 12.3% of our total assets as of March 31, 2026.

Prestige is our largest operator based on total revenues and second largest operator based on total assets, representing 7.8% of our total revenues and 11.9% of our total assets as of June 30, 2026.

Prior to an amendment in July 2025, under Prestige’s $179.9 million mortgage loan secured by 14 properties, the minimum mortgage interest payment due to us was based on an annual current pay 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 remained an obligation of Prestige and was payable through the application of security deposits we hold on behalf of Prestige or was payable at maturity.

During the third quarter of 2025, Prestige’s $179.9 million mortgage loan was modified to increase the current interest paid by Prestige from 8.5% to the then full contractual interest rate of 11.14% escalating annually.

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

Prestige is required to provide us with at least 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.

During the third quarter of 2025, Prestige’s $179.9 million mortgage loan was modified to provide Prestige an option to prepay this mortgage loan at par and without penalty within a 12-month window beginning in July 2026.

The modification was effective July 1, 2025.

Under the modification, Prestige agreed to provide us with at least 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.

During the third quarter of 2025, in conjunction with the loan amendment that provided the borrower with a penalty-free early payoff option, we wrote-off $41.5 million of effective interest previously accrued related to this loan.

During the three months ended March 31, 2026, Prestige provided notice of its intent to repay its $179.9 million mortgage loan and we expect them to repay the loan during the third quarter of 2026.

Prestige is current on their contractual loan obligations through May 2026.

During the three months ended March 31, 2026, Prestige provided notice of its intent to repay its $179.9 million mortgage loan and we expect them to repay the loan during the fourth quarter of 2026.

Prestige is current on their contractual loan obligations through August 2026.

2026 Activities Overview

The following tables summarize our transactions during the three months ended March 31, 2026 (dollar amounts in thousands):

Owned Real Properties–SHOP

During the three months ended March 31, 2026, we continued to expand our SHOP segment.

Accordingly, we terminated a triple-net master lease and converted two seniors housing communities covered under the master lease into our SHOP segment.

Upon conversion, we entered into a management agreement with an operator new to us.

The communities are located in Texas with a total of 88-units and an aggregate gross book value of $26.3 million.

Subsequent to March 31, 2026, we terminated a triple-net master lease and converted two seniors housing communities covered under the master lease into our SHOP segment.

Upon conversion, we entered into a management agreement with another operator new to us.

The communities are located in Georgia and South Carolina with a total of 159 units and an aggregate gross book value of $32.4 million.

Additionally, we acquired a portfolio of three seniors housing communities in Georgia.

The following table summarizes acquisitions within our SHOP segment during the three months ended March 31, 2026 ( dollar amounts in thousands ):

During the six months ended June 30, 2026, we continued to expand our SHOP segment.

Accordingly, we acquired five seniors housing communities within our SHOP segment for $171.5 million.

Also, we terminated two additional triple-net master leases and converted four seniors housing communities covered under these master leases into our SHOP segment.

Upon conversion, we entered into management agreements with two operators new to us.

The communities are located in Georgia, South Carolina and Texas (2) with a total of 247 units and an aggregate gross book value of $59.4 million.

As of June 30, 2026, our SHOP segment represented 32.1% of our gross portfolio investments and comprised of 34 seniors housing communities that are managed on our behalf by 11 independent operators pursuant to separate management agreements.

The following table summarizes acquisitions within our SHOP segment during the six months ended June 30, 2026 ( dollar amounts in thousands ):

Type of Property

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Beds/Units (1)

(1) Subsequent to March 31, 2026, we acquired a 61-unit seniors housing community within our SHOP segment in Illinois for $9,205.

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

(2) In conjunction with this acquisition, we entered into a management agreement with another operator also new to us.

(1) Subsequent to June 30, 2026, we acquired the following five additional communities within our SHOP segment and entered into three management agreements with three independent operators:

New Mexico & Colorado

(2) Excludes $217 of additional costs incurred related to 2025 acquisitions.

Additionally, at acquisition, we received property tax proration credits of $381.

During the three months ended March 31, 2026, we funded capital improvement projects of $2.0 million within our SHOP segment.

During the six months ended June 30, 2026, we funded capital improvement projects of $5.3 million within our SHOP segment.

Owned Real Properties–Triple-Net Portfolio

During the three months ended March 31, 2026, we extended a master lease covering four seniors housing communities in Oklahoma.

The following table provides information related to the lease extension ( dollar amounts in thousands ):

The following table provides information related to our triple-net lease extensions during the six months ended June 30, 2026 ( dollar amounts in thousands ):

Type of Property

December 31, 2027

December 31, 2032

October 31, 2026

October 31, 2030

During the three months ended March 31, 2026 and subsequently, we terminated master leases and converted the communities covered under the master leases into our SHOP segment.

See Owned Real Properties – SHOP above for more information regarding these master leases.

During the three months ended March 31, 2026, we invested in the following improvement projects within our Triple-Net Portfolio ( in thousands ):

During the six months ended June 30, 2026, we terminated two triple-net master leases and converted four seniors housing communities covered under the master leases into our SHOP segment.

Upon conversion, we entered into management agreements with two independent operators.

The communities are located in Georgia, South Carolina and Texas (2) with a total of 247 units and an aggregate gross book value of $59.4 million.

During the six months ended June 30, 2026, we invested in the following improvement projects within our Triple-Net Portfolio ( in thousands ):

Type of Property

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Financing Receivables

The following table summarizes our financing receivable activity for the three months ended March 31, 2026 ( in thousands ):

The following table summarizes our financing receivable activity for the six months ended June 30, 2026 ( in thousands ):

Investment and funding under financing receivables

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Net decrease in financing receivables

(1) During 2022, we entered into a JV that purchased three skilled nursing centers with a total of 299 beds located in Florida.

The JV leased the centers back to an affiliate of the seller and provided the seller-lessee with a purchase option.

Our JV partner contributed $14,325 of equity into the joint venture.

Accordingly, we consolidated the joint venture as Financing receivable and recorded the JV partner contribution as Non-controlling interest on our Consolidated Balance Sheets .

During the three months ended March 31, 2026, the lessee exercised its purchase option to acquire the skilled nursing centers underlying the joint venture.

(1) During the three months ended March 31, 2026, the lessee exercised its purchase option pursuant to its master lease to acquire three skilled nursing centers in Florida with a total of 299 beds.

In conjunction with this transaction, we received exit IRR income of $1,812.

Additionally, we wrote-off $198 effective interest receivable previously recognized over the term of the financing receivable through payoff.

(2) Represents a non-cash distribution made in connection with the payoff discussed in (1) above.

Mortgage Loans Receivable

The following table summarizes our mortgage loan receivable activity for the three months ended March 31, 2026 ( in thousands ):

The following table summarizes our mortgage loan receivable activity for the six months ended June 30, 2026 ( in thousands ):

Originations and funding under mortgage loans receivable

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Our remaining commitment is $1,517.

The 8.8% interest-only loan matures in September 2026 and includes two one-year extension, each of which is contingent on certain coverage thresholds.

Preferred Equity Investment in Unconsolidated Joint Ventures

We have an acquisition, development and construction (“ADC”) loan that meets the accounting criteria to be considered a variable interest entity (“VIE”).

We are not the primary beneficiary of the VIE as we do not have both:

1) the power to direct the activities that most significantly affect the VIE’s

economic performance, and 2) the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be significant to the VIE.

However, we do have significant influence over the VIE.

Therefore, we have accounted for the investment as a joint venture using the equity method of accounting.

The following table provides information regarding our unconsolidated joint venture investment at March 31, 2026 (dollar amounts in thousands):

(1) Represents a $12,700 mortgage loan, which is comprised of $11,164 funded at origination during the three months ended June 30, 2024, an interest reserve of $750 and a capital expenditure reserve of $786.

In accordance with U.S.

generally accepted accounting principles (“GAAP”), this mortgage loan was determined to be an ADC loan and is accounted for as an unconsolidated JV.

The five-year mortgage loan is interest-only at a current rate of 9.15%.

During the three months ended March 31, 2026, the operator provided notice of its intent to pay off this mortgage loan.

Subsequent to March 31, 2026, the mortgage loan was paid off.

The 8.8% interest-only loan matures in March 2027 and includes two one-year extension options, each of which is contingent on certain coverage thresholds.

Investment in Unconsolidated Joint Ventures

We had a $12.7 million mortgage loan with a carrying value of $12.6 million.

The acquisition, development and construction (“ADC”) loan, secured by a 104-bed skilled nursing center in Texas met

the accounting criteria to be considered a variable interest entity (“VIE”).

We were not the primary beneficiary of the VIE as we did not have both:

1) the power to direct the activities that most significantly affect the VIE’s economic performance, and 2) the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be significant to the VIE.

However, we had significant influence over the VIE.

Therefore, we accounted for the investment as a joint venture using the equity method of accounting.

During the three months ended June 30, 2026, the mortgage loan was paid off.

Health Care Regulatory

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On July 29, 2026, CMS issued a final rule to update Medicare payment policies and rates for SNFs under the SNF prospective payment system (“SNF PPS”) for fiscal year (“FY”) 2027.

CMS announced that it was updating SNF PPS rates by 3.2% based on the final SNF market basket of 3.3%, plus a 0.6% market basket forecast error adjustment, and a negative 0.7% productivity adjustment, which amounts to an increase in SNF PPS payments of $1.16 billion compared to payments in FY 2025.

CMS stated that its impact figures do not incorporate the SNF Value-Based Purchasing (“VBP”) reductions for certain SNFs subject to the net reduction in payments under the SNF VBP, which are estimated to total $208.36 million in FY 2026.

CMS announced that it was finalizing several changes to the PDPM ICD-10-CM code mappings to allow providers to provide more accurate, consistent, and appropriate primary diagnoses that meet the criteria for skilled intervention during a Part A SNF stay.

CMS finalized 34 changes to the PDPM ICD-10-CM code mappings to maintain consistency with the latest ICD-10-CM coding guidance.

CMS also announced that for the SNF VBP Program, it was finalizing a series of operational and administrative proposals as part of the final rule.

In addition, CMS announced that for the SNF Quality Reporting Program (“QRP”), it was finalizing its proposal to remove four standardized patient assessment data elements from the Minimum Data Set (“MDS”), the SNF resident assessment form, beginning with residents admitted on or after October 1, 2025.

CMS also announced it was finalizing its proposal to amend the reconsideration request policy and process.

On April 2, 2026, CMS issued a proposed rule for updates to Medicare payment policies and rates for SNFs under the SNF PPS for FY 2027.

CMS announced that for FY 2027, CMS proposed updating SNF PPS rates by 2.4% based on the proposed SNF market basket of 3.2%, and a negative 0.8% productivity adjustment.

CMS stated that these impact figures do not incorporate SNF VBP reductions for certain SNFs subject to a net reduction in payments under the SNF VBP.

CMS stated that SNF VBP adjustments are estimated to total $208.4 million in FY 2026.

CMS also announced that for the SNF QRP, CMS is proposing to remove two COVID-19 measures, revising the data submission deadline, and requiring the submission of MDS data on all SNF residents receiving covered skilled care in a SNF, regardless of payer, and that CMS is seeking feedback on two Requests for Information (“RFI”).

For the SNF VBP, CMS announced that it is providing estimated performance standards for the FY 2029 and FY 2030 program years and proposing an update to the program’s “snapshot date” for two measures that are calculated using MDS assessment data to maintain alignment with proposed SNF QRP submission deadlines for MDS assessment data.

For FY 2027, CMS announced that it is updating SNF PPS rates by 2.4% based on the final SNF market basket of 3.3%, reduced by a 0.9% productivity adjustment, for an estimated increase of $882.74 million in aggregate payments to SNFs.

CMS also announced FY 2027 updates to the SNF Quality Reporting Program (“QRP”).

Specifically, CMS announced it is finalizing the removal of two measures from the QRP, beginning with the FY 2028 SNF QRP:

(1) the COVID-19 Vaccination Coverage Among Healthcare Personnel measure, and (2) the COVID-19 Vaccine:

Percent of Patients/Residents Who Are Up to Date measure.

CMS also announced that it is finalizing the revised data submission timeframe from 4.5 months to approximately 45 days, beginning with FY 2029 SNF QRP.

CMS also stated that to obtain the most accurate SNF quality of care information and to remain relevant to the SNF community and consumers, CMS is finalizing a requirement for all SNFs to submit minimum data set (“MDS”) data for all SNF residents receiving covered skilled care, regardless of payer.

CMS also announced FY 2027 Final Updates to the SNF Value-Based Purchasing (“VBP”) program.

Specifically, CMS finalized performance standards for the FY 2029 and FY 2030 program years to comply with the program’s statutory notice deadline.

CMS stated it will update the “snapshot date” codified at 42 CFR § 413.338(f)(1)(v) for two measures calculated using MDS assessment data to maintain alignment with the newly finalized SNF QRP submission deadlines for MDS assessment data, beginning with FY 2027 data.

CMS also stated that the SNF VBP adjustments for certain SNFs subject to the net reduction in payments under the SNF VBP and which are not incorporated into the impact estimates for the payment rate are an estimated $203.60 million reduction in FY 2027.

There can be no assurance that these rules or future regulations modifying Medicare SNF payment rates or other requirements for Medicare and/or Medicaid participation will not have an adverse effect on the financial condition of our lessees and borrowers which could, in turn, adversely impact the timing or level of their payments to us and our overall financial condition.

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We evaluate a tenant/operator concentration based on whether revenues from transactions with a single external operator equal or exceed 10% of our total revenues.

No single operator accounted for 10% or more of total revenues for the three months ended March 31, 2026.

No single operator accounted for 10% or more of total revenues for the six months ended June 30, 2026.

Additionally, we evaluate our concentration risk based on gross investment across asset mix, real estate investment mix, operator mix and geographic mix.

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HMG Healthcare, LLC

Anthem Memory Care, LLC (2)

Carespring Health Care Management, LLC

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(1) Includes three parcels of land located adjacent to properties securing the Prestige Healthcare mortgage loan and are managed by Prestige.

(2) During the second quarter of 2025, we terminated our Anthem Memory Care, LLC (“Anthem”) triple-net master leases and converted the communities covered under the master leases into our SHOP segment.

Accordingly, our Anthem Memory Care, LLC” communities were included with “SHOP operators” classification for periods subsequent to March 31, 2025.

(2) Our communities within our SHOP segment operated by independent operators on our behalf are classified as “SHOP operators”.

Our SHOP segment is not subject to operator/credit concentration risk.

(4) During the three months ended March 31, 2026, we acquired three seniors housing communities in Georgia with a gross book value of $108,129.

As a result of this transaction, California is no longer a top five state under our geographic mix and is replaced by Georgia.

Accordingly, our “Georgia” properties were reclassified from “Remaining states” and our California properties were reclassified to “Remaining states” for all periods presented.

Credit Strength.

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Fixed charge coverage ratio (11)

(1) Decreased due to decrease in outstanding debt and increase in gross asset value.

(2) Decreased due to increase in market capitalization resulting from the sale of common stock under our equity distribution agreement, as well as increase in stock price and decrease in outstanding debt.

(3) Increased due to decrease in interest expense and increase in net operating income from our SHOP segment, partially offset by decrease in interest income from financing receivables.

(4) Decreased due to increase in market capitalization resulting from the sale of common stock under our equity distribution agreement, as well as increase in stock price partially offset by increase in outstanding debt.

(5) Decreased due to decrease in outstanding debt.

(3) Decreased due to decrease in outstanding debt, partially offset by decrease in market capitalization resulting from lower stock price.

(6) Decreased due to decrease in outstanding debt, partially offset by decrease in market capitalization resulting from a lower stock price.

(7) Decreased due to increase in interest expense partially offset by increase in net operating income from our SHOP segment.

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(10) Decreased due to increase in interest expense and decrease in rental income, partially offset by increase in net operating income from our SHOP segment, and revenue from interest and other income.

(8) Increased due to increase in outstanding debt and decrease in market capitalization from lower stock price.

(11) In calculating our interest coverage and fixed charge coverage ratios above, we use EBITDA re.

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● changes in federal, state and local legislation;

● the duration, spread and severity of a public health crises such as a pandemic.

● the duration, spread and severity of a public health crisis such as a pandemic.

Management regularly monitors the economic and other factors listed above.

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Seniors housing operating expenses

(Recovery) provision for credit losses

Provision for credit losses

Transaction costs

2 unchanged sentences

Total expenses

(Loss) gain on sale of real estate, net

Gain on sale of real estate, net

Income from unconsolidated joint ventures

Income tax expense

Income tax (provision) benefit

Income allocated to non-controlling interests

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Net income available to common stockholders

(1) Decreased primarily due to conversion of communities from our Triple-Net Portfolio to our SHOP segment and lower rent from property sales.

The decreases were partially offset by rent increases from fair-market rent resets and the turnaround impact of the 2025 write-off of a straight-line rent receivable and lease incentive balance in connection with the termination of two existing leases with the same operator and combining them into a single master lease.

(2) Increase due to establishing our new SHOP segment during the second quarter of 2025.

(1) Decreased primarily due to conversion of communities from our Triple-Net Portfolio to our SHOP segment and lower rent due to property sales.

The decreases were partially offset by rent increases from fair-market rent resets and annual escalations.

(2) Increased resulting from our new SHOP segment established during the second quarter of 2025.

Since establishing the SHOP segment, we acquired 16 communities for $524,355 and converted 18 communities with a gross value of $271,563 through the end of June 2026.

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

Seniors housing operating expenses include costs incurred to operate the properties in our SHOP segment.

(3) Increased primarily due to $1,812 received in connection with the sale of a portfolio of three SNFs in Florida accounted for as a financing receivable.

The increase was partially offset by decrease in interest income and the write-off of effective interest receivable, both related to the sale of such portfolio.

Seniors housing operating expenses include costs incurred to operate the communities in our SHOP segment.

(3) Decreased primarily due to the sale of a portfolio of three SNFs in Florida accounted for as a financing receivable during the first quarter of 2026.

(4) Increased due to additional mortgage loan receivables funding partially offset by payoffs and a decrease in effective interest income related to converting Prestige mortgage loan to cash basis during the third quarter of 2025.

(5) Decreased primarily due to the payoff of a mezzanine loan during the third quarter of 2025.

(6) Increased primarily due to entering into new term loans totaling $200,000 in the fourth quarter of 2025, partially offset by scheduled principal paydowns on our senior unsecured notes.

(7) Increased due to acquisitions within our SHOP segment.

(8) Decreased primarily due to $5,971 lease termination fee paid to New Perspective Senior Living, LLC (“New Perspective”) upon conversion of the community covered under a triple-net lease into our SHOP segment during the second quarter of 2025, partially offset by increased costs related to more acquisitions and conversions in our SHOP segment.

(9) Represents the gain on sale related to two SNFs with a total of 141 beds in Tennessee.

Six Months Ended

Rental income

Resident fees and services

Interest income from financing receivables

Interest income from mortgage loans

Interest and other income

Total revenues

Interest expense

Depreciation and amortization

Seniors housing operating expenses

Provision (recovery) for credit losses

Transaction costs

Triple-net lease property tax expense

General and administrative expenses

Total expenses

Gain on sale of real estate, net

Income from unconsolidated joint ventures

Income tax (provision) benefit

Income allocated to non-controlling interests

Net income attributable to LTC Properties, Inc.

Income allocated to participating securities

Net income available to common stockholders

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

(2) Increased resulting from our new SHOP segment established during the second quarter of 2025.

Since establishing the SHOP segment, we acquired 16 communities for $524,355 and converted 18 communities with a gross value of $271,563 through the end of June 2026.

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

Seniors housing operating expenses include costs incurred to operate the properties in our SHOP segment.

(3) Increased primarily due to additional mortgage loan receivables funding, partially offset by payoffs and a decrease in effective interest income related to converting Prestige mortgage loan to cash basis during the third quarter of 2025.

(4) Decreased primarily due to the payoff of a mezzanine loan during the third quarter of 2025.

(5) Increased primarily due to entering into new term loans totaling $200,000 in the fourth quarter of 2025 and a higher average balance on our revolving line of credit partially offset by scheduled principal paydowns on our senior unsecured notes and lower interest rates.

(6) Increased due to acquisitions within our SHOP segment.

(7) Primarily represents the recovery of credit losses recorded in connection with the sale of three SNFs that were accounted for as a financing receivable.

See (3) above.

(8) Primarily represents the write-off of a working capital note and the related interest receivable in connection with the transition of triple-net leases covering 12 properties to SHOP.

(9) Decreased primarily due to the conversion of 17 communities from our Triple-Net Portfolio to SHOP and property sales.

Upon conversion into SHOP, two of the communities are operating and accounted for as one community.

(7) Primarily represents the recovery of credit losses recorded in connection with the sale of three SNFs in Florida accounted for as a financing receivable during the first quarter of 2026.

(8) Primarily represents the write-off of a working capital note and the related interest receivable in connection with the transition of triple-net leases covering 12 properties into our SHOP segment.

(9) Decreased primarily due to $5,971 lease termination fee paid to New Perspective upon conversion of the community covered under a triple-net lease into our SHOP segment during the second quarter of 2025, partially offset by increased costs related to more acquisitions and conversions in our SHOP segment.

(10) Decreased primarily due to conversion of communities from our Triple-Net Portfolio to our SHOP segment and property sales.

(11) Increased primarily due to higher costs to support our growing SHOP segment and other corporate expenses.

(11) Decreased primarily due to the turnaround impact of a 13% exit IRR payment of $2,962 received in connection with the redemption of our preferred equity investment in a JV during the first quarter of 2025.

(12) Represents the gain on sale related to two SNFs with a total of 141 beds in Tennessee.

(13) Represents the net gain on sale related to one SH and a parcel of land adjacent to a memory care within our portfolio located in Ohio, partially offset by loss on sale related to one SH in Oklahoma.

(14) Decreased primarily due to the 13% exit IRR of $2,962 received in connection with the redemption of our preferred equity investment in a JV during the first quarter of 2025.

Non-GAAP Financial Measures

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The following table reconciles GAAP net income available to common stockholders to Nareit FFO available to common stockholders (unaudited, amounts in thousands, except per share amounts) :

Three Months Ended March 31,

Three Months Ended

Six Months Ended

GAAP net income available to common stockholders

Depreciation and amortization

Loss (gain) on sale of real estate, net

Nareit FFO attributable to common stockholders

Effect of dilutive securities:

Participating securities

Diluted Nareit FFO attributable to common stockholders

Gain on sale of real estate, net

Nareit FFO attributable to common stockholders–basic and diluted

Weighted average shares used to calculate Nareit FFO per share:

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Performance-based stock units

Participating securities

Total effect of dilutive securities

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Net Operating Income

Net operating income or NOI is a non-GAAP financial measure that is calculated as net income (loss) (computed in accordance with GAAP) before (i) general and administrative expenses, (ii) transaction costs, (iii) (recovery) provision for credit losses, (iv) impairment loss, (v) depreciation and amortization, (vi) interest expense, (vii) gain or loss on sale of real estate and (viii) income tax benefit or expense.

Net operating income or NOI is a non-GAAP financial measure that is calculated as net income (loss) (computed in accordance with GAAP) before (i) general and administrative expenses, (ii) transaction costs, (iii) provision (recovery) for credit losses, (iv) impairment loss, (v) depreciation and amortization, (vi) interest expense, (vii) gain or loss on sale of real estate and (viii) income tax benefit or expense.

We use NOI to reflect the operating performance of our portfolio because NOI excludes certain items that are not associated with the operations of our properties.

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Therefore, caution should be exercised when comparing our NOI to that of other REITs.

The following is a reconciliation of net income, which is the most directly comparable GAAP financial measure to NOI for the three months ended March 31, 2026 and 2025 ( in thousands ):

The following is a reconciliation of net income, which is the most directly comparable GAAP financial measure to NOI for the three and six months ended June 30, 2026 and 2025 ( in thousands ):

Three Months Ended

Income tax provision

Loss (gain) on sale of real estate, net

Six Months Ended

Income tax provision (benefit)

Gain on sale of real estate, net

General and administrative expense

Transaction costs

(Recovery) provision for credit losses

Provision (recovery) for credit losses

Depreciation and amortization

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Earnings before Interest, Taxes, Depreciation and Amortization for Real Estate

Earnings before interest, taxes, depreciation and amortization for real estate or EBITDA re is calculated as net income available to common stockholders (computed in accordance with GAAP) excluding (i) interest expense, (ii) income tax expense, (iii) real estate depreciation and amortization, (iv) impairment write-downs of depreciable real estate, (v) gains or losses on the sale of depreciable real estate, and (vi) adjustments for unconsolidated partnerships and joint ventures.

Adjusted EBITDA re is a supplemental non-GAAP financial measure calculated by adjusting EBIDA re for non-recurring items unrelated to ongoing operations.

Earnings before interest, taxes, depreciation and amortization for real estate or EBITDA re is calculated as net income (loss) (computed in accordance with GAAP) excluding (i) interest expense, (ii) income tax expense, (iii) real estate depreciation and amortization, (iv) impairment write-downs of depreciable real estate, (v) gains or losses on the sale of depreciable real estate, and (vi) adjustments for unconsolidated partnerships and joint ventures.

Adjusted EBITDA re is a supplemental non-GAAP financial measure calculated by adjusting EBIDA re for non-core adjustments unrelated to ongoing operations.

We believe these metrics provide useful information to investors because they exclude the impact of various income and expense items that are not indicative of operating performance.

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Net income (loss)

Loss (gain) on sale of real estate, net

(Gain) Loss on sale of real estate, net

Income tax provision (benefit)

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Depreciation and amortization

Non-recurring one-time items

Non-core adjustments

Adjusted EBITDA re

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Fixed charge coverage ratio

(1) See (2) and (3) below for explanation.

(2) Includes transaction costs.

(3) Includes exit IRR income of $1,812 and recovery of credit losses of $765, both in connection with the sale of a portfolio of three SNFs in Florida accounted for as a financing receivable, offset by transaction costs of $688 and a $198 write-off of effective interest related to the sale of such portfolio.

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(6) Includes $5,971 termination fee paid to New Perspective, $1,136 one-time costs associated with an employee’s retirement, $520 of transaction costs related to establishing our new SHOP segment and $384 of provision for credit losses related to a mortgage loan origination.

(5) Includes $2,693 write-off of a working capital note, $371 of related interest receivable, and $303 of transaction costs, all in connection with establishing our new SHOP segment, offset by the 13% exit IRR of $2,962 received in connection with the redemption of our preferred equity investment in a JV.

Liquidity and Capital Resources

Sources and Uses of Cash

As of March 31, 2026, we had $583.3 million in liquidity as follows (amounts in thousands, except number of share amounts) :

At March 31, 2026

As of June 30, 2026, we had $829.0 million in liquidity as follows (amounts in thousands) :

At June 30, 2026

Cash and cash equivalents

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Total Liquidity

(1) Subsequent to March 31, 2026, we repaid $56,000 under our unsecured revolving line of credit.

Accordingly, we have $226,963 outstanding and $373,037 available for borrowing under our unsecured revolving line of credit as of May 6, 2026.

(2) Subsequent to March 31, 2026, we sold 1,402,933 shares of common stock for $51,917 of net proceeds under our Equity Distribution Agreement.

Accordingly, as of May 6, 2026, we had $192,353 available under the Equity Distribution Agreement.

(1) Subsequent to June 30, 2026, we borrowed $156,100 under our unsecured revolving line of credit.

Accordingly, we have $356,100 outstanding and $543,900 available for borrowing under our unsecured revolving line of credit as of August 5, 2026.

We believe that our current cash balance, cash flow from operations available for distribution or reinvestment, our borrowing capacity and our potential ability to access the capital markets are sufficient to provide for payment of our current operating costs, meet debt obligations and pay common dividends at least sufficient to maintain our REIT status and repay borrowings at, or prior to, their maturity.

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The operating results of the facilities will be impacted by various factors over which the operators/owners may have no control.

Those factors include, without limitation, the health of the economy, inflation pressures, employee availability and cost, changes in supply of or demand for competing seniors housing and health care facilities, ability to hire and maintain qualified staff, ability to control other rising operating costs, and the potential for significant reforms in the health care industry and related occupancy challenges in the governmental regulations and financing of the health care industry or the impact of any other infectious disease and epidemic outbreaks.

Those factors include, without limitation, the health of the economy, inflation pressures, employee availability and cost, changes in supply of or demand for competing seniors housing and health care facilities, ability to hire and maintain qualified staff, ability to control other rising operating costs, the potential for significant reforms in the health care industry, and related occupancy challenges that could be faced by our industry or in the markets where our properties are located.

In addition, our future growth and net income may be adversely impacted by changes in the governmental regulations and financing of the health care industry or the impact of infectious disease and epidemic outbreaks.

We cannot presently predict what impact these potential events may have, if any.

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Generally, our leases have agreed upon annual increases and our loans have predetermined increases in interest rates.

as we may initially fund some of our investments with variable interest rate debt, we would be at risk of net interest margin deterioration if medium and long-term rates were to increase.

Our primary sources of cash include rent, resident fees and services, interest receipts, borrowings under our unsecured credit facility, public and private issuances of debt and equity securities, proceeds from investment dispositions and principal payments on loans receivable.

Inasmuch as we may initially fund some of our investments with variable interest rate debt, we would be at risk of net interest margin deterioration if medium and long-term rates were to increase.

Our primary sources of cash include resident fees and services, rent, interest receipts, borrowings under our unsecured credit facility, public and private issuances of debt and equity securities, proceeds from investment dispositions and principal payments on loans receivable.

Our primary uses of cash include dividend distributions, debt service payments (including principal and interest), seniors housing operating expenses, property tax expenses, real property investments (including acquisitions, capital expenditures and construction advances), loan advances and general and administrative expenses.

These sources and uses of cash are reflected in our Consolidated Statements of Cash Flows as summarized below ( in thousands ):

Three Months Ended March 31,

Six Months Ended June 30,

Net cash provided by (used in):

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Financing activities

Increase in cash and cash equivalents

Increase (decrease) in cash and cash equivalents

Cash and cash equivalents, beginning of period

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Cash Flows from Operating Activities

Cash flows from operating activities increased $1.2 million during the three months ended March 31, 2026, compared to the same period in 2025, primarily due to net income generated from growth in our SHOP segment.

Cash flows from operating activities increased $5.5 million during the six months ended June 30, 2026, compared to the same period in 2025, primarily due to net income generated from growth in our SHOP segment.

Cash Flows from Investing Activities

Net cash used in investing activities increased by $68.4 million during the three months ended March 31, 2026, compared to the same period in 2025, primarily driven by a $108.2 million increase in real estate investments and a $6.1 million increase in investments in mortgage loans receivable.

These increases were partially offset by a $62.2 million increase in proceeds from the sale of properties accounted for as a financing receivable and the turnaround impact of $13.0 million proceeds from the liquidation of our investment in an unconsolidated joint venture during the three months ended March 31, 2025.

Net cash used in investing activities increased by $77.9 million during the six months ended June 30, 2026, compared to the same period in 2025, primarily driven by a $175.6 million increase in real estate investments, partially offset by a $62.2 million increase in proceeds from the sale of properties accounted for as financing receivables, a $30.8 million decrease in investments in mortgage loans receivable and a $6.3 million increase in proceeds from sale of real estate.

Cash Flows from Financing Activities

Net cash provided by financing activities increased by $60.6 million during the three months ended March 31, 2026, compared to the same period in 2025, primarily driven by a $34.9 million increase in net proceeds from issuance of common stock and a $25.6 million increase in net borrowings under our revolving line of credit.

Net cash provided by financing activities increased by $100.3 million during the six months ended June 30, 2026, compared to the same period in 2025, primarily driven by a $184.3 million increase in net proceeds from issuance of common stock, partially offset by a $77.1 million decrease in net borrowings under our revolving line of credit and a $5.4 million increase in distributions paid to stockholders.

Debt Obligations

Unsecured Credit Facility.

We have an unsecured credit agreement (the “Credit Agreement”) that provides for an aggregate commitment of the lenders of up to $800.0 million comprised of a $600.0 million revolving credit facility (the “Revolving Line of Credit”) and term loans totaling $200.0 million (the “Term Loans”).

We had an unsecured credit agreement (the “Credit Agreement”) that provided for an aggregate commitment of the lenders of up to $800.0 million comprised of a $600.0 million revolving credit facility (the “Revolving Line of Credit”) and term loans totaling $200.0 million (the “Term Loans”).

The Term Loans consist of $50.0 million, $55.0 million, $55.0 million and $40.0 million borrowings, with contractual maturities of three, four, five and seven years, respectively.

The Credit Agreement provides for the opportunity to increase the total commitment to an aggregate $1.2 billion (the “Accordion”) and allows for a one-year extension option, subject to customary conditions.

Based on our leverage at March 31, 2026, the facility provides for interest annually at SOFR plus 110 basis points and a facility fee of 15 basis points.

The Credit Agreement provided for the opportunity to increase the total commitment to an aggregate $1.2 billion (the “Accordion”) and allowed for a one-year extension option, subject to customary conditions.

During the second quarter of 2026, we entered into an amendment to the Credit Agreement (the “Amended Credit Agreement”) to increase the aggregate commitment of its lenders by $300.0 million to a total of $1.1 billion, through the exercise of the Credit Agreement’s accordion feature.

The $300.0 million

increase expands our aggregate revolving credit (the “Amended Revolving Line of Credit”) commitment to $900.0 million.

Additionally, the Amended Credit Agreement increases the Accordion feature up to $2.0 billion (the “Amended Accordion”).

The material terms of the Amended Credit Agreement remain unchanged.

Based on our leverage at June 30, 2026, the facility provides for interest annually at SOFR plus 105 basis points and a facility fee of 15 basis points.

Interest Rate Swap Agreements.

During 2025, we entered into interest rate swaps with maturities of three, four, five and seven years, respectively (the “Interest Rate Swaps”) to effectively lock-in the forecasted interest payments on the Term 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 three months ended March 31, 2026, we recorded an increase of $1.1 million to the fair value of Interest Rate Swaps.

As of March 31, 2026, the terms of the Interest Rate Swaps are as follows ( dollar amounts in thousands ):

During 2025, we entered into interest rate swaps with maturities of three, four, five and seven years, respectively to effectively lock-in the forecasted interest payments on the Term Loans.

Additionally, during the second quarter of 2026, we entered into three-year interest rate swap agreements to effectively fix the interest rate on $150.0 million of borrowings under our Amended Revolving Line of Credit.

Our 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, 2026, we recorded an increase of $2.9 million to the fair value of our interest rate swaps.

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 ):

Fair Value at

Maturity Date

March 31, 2026

June 30, 2026

November 2021

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SOFR with 5-day lookback

June 25, 2029

SOFR with 5-day lookback

June 25, 2029

SOFR with 5-day lookback

June 25, 2029

SOFR with 5-day lookback

June 25, 2029

SOFR with 5-day lookback

December 2025

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The senior unsecured notes mature between 2026 and 2033.

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

The Credit Agreement and the senior unsecured notes, 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 March 31, 2026, we were in compliance with all applicable financial covenants.

At June 30, 2026, 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.

The debt obligations by component as of March 31, 2026 are as follows (dollar amounts in thousands):

The debt obligations by component as of June 30, 2026 are as follows (dollar amounts in thousands):

Debt Obligations

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Senior unsecured notes, net of debt issue costs (3)

(1) Represents weighted average interest rate as of March 31, 2026.

(2) Subsequent to March 31, 2026, we repaid $56,000 under our unsecured revolving line of credit.

Accordingly, we have $226,963 outstanding and $373,037 available for borrowing under our unsecured revolving line of credit, as of May 6, 2026.

During the three months ended March 31, 2026, our debt borrowings and repayments were as follows (in thousands):

(1) Represents weighted average interest rate as of June 30, 2026.

(2) Subsequent to June 30, 2026, we borrowed $156,100 under our unsecured revolving line of credit.

Accordingly, we have $356,100 outstanding and $543,900 available for borrowing under our unsecured revolving line of credit, as of August 5, 2026.

(3) Subsequent to June 30, 2026, we repaid $7,000 in scheduled principal paydown on our senior unsecured notes.

During the six months ended June 30, 2026, our debt borrowings and repayments were as follows (in thousands):

Debt Obligations

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Senior unsecured notes

(1) Subsequent to March 31, 2026, we repaid $56,000 under our unsecured revolving line of credit.

Accordingly, as of May 6, 2026, we have $226,963 outstanding and $373,037 available for borrowing under our unsecured revolving line of credit.

At March 31, 2026, we had 49,778,523 shares of common stock outstanding, total equity on our balance sheet was $1.2 billion and our equity securities had a market value of $1.8 billion.

During the three months ended March 31, 2026, we declared and paid $29.2 million of cash dividends.

During the three months ended March 31, 2026, we acquired 149,745 shares of common stock held by employees who tendered owned shares to satisfy tax withholding obligations.

Subsequent to March 31, 2026, we declared a monthly cash dividend of $0.19 per share on our common stock for the months of April, May and June 2026, payable on April 30, May 29, and June 30, 2026, respectively, to stockholders of record on April 22, May 21, and June 22, 2026, respectively.

(1) Subsequent to June 30, 2026, we borrowed $156,100 under our unsecured revolving line of credit.

Accordingly, we have $356,100 outstanding and $543,900 available for borrowing under our unsecured revolving line of credit, as of August 5, 2026.

(2) Subsequent to June 30, 2026, we repaid $7,000 in scheduled principal paydown on our senior unsecured notes.

At June 30, 2026, we had 53,905,563 shares of common stock outstanding, total equity on our balance sheet was $1.3 billion and our equity securities had a market value of $2.1 billion.

During the six months ended June 30, 2026, we declared and paid $59.0 million of cash dividends.

During the six months ended June 30, 2026, we acquired 149,745 shares of common stock held by employees who tendered owned shares to satisfy tax withholding obligations.

Subsequent to June 30, 2026, we declared a monthly cash dividend of $0.19 per share on our common stock for the months of July, August and September 2026, payable on July 31, August 31, and September 30, 2026, respectively, to stockholders of record on July 23, August 21, and September 22, 2026, respectively.

At-The-Market Program.

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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 three months ended March 31, 2026, we sold 1,145,565 shares of common stock for $43.4 million in net proceeds under our Equity Distribution Agreement.

In conjunction with the sale of common stock, we incurred $550,000 of costs associated with this agreement which have been recorded in additional paid in capital as a reduction of proceeds received.

At March 31, 2026, we had $244.5 million available under the Equity Distribution Agreement.

Subsequent to March 31, 2026, we sold 1,402,933 shares of common stock for $51.9 million in net proceeds under our Equity Distribution Agreement.

Accordingly, as of May 6, 2026, we have $192.4 million available under the Equity Distribution Agreement.

During the six months ended June 30, 2026, we sold 5,257,220 shares of common stock for $198.1 million in net proceeds under our Equity Distribution Agreement.

Additionally, we incurred $0.2 million of costs associated with this agreement which have been recorded in additional paid in capital as a reduction of proceeds received.

At June 30, 2026, we had $88.6 million available under the Equity Distribution Agreement.

Available Shelf Registrations.

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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 three months ended March 31, 2026, 125,176 shares of restricted stock and 170,827 performance-based stock units vested.

During the three months ended March 31, 2026, we awarded restricted stock and performance-based stock units as follows:

During the six months ended June 30, 2026, 140,801 shares of restricted stock and 170,827 performance-based stock units vested.

During the six months ended June 30, 2026, we awarded restricted stock and performance-based stock units as follows:

Vesting Period

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TSR targets (2)

Restricted stock

(1) Vesting is based on achieving certain total shareholder return (“TSR”) targets in three years.

(2) Vesting is based on achieving certain TSR targets relative to the TSR of a predefined peer group in three years.

(3) Vesting date is the earlier of the one-year anniversary of the award date and the date of the next annual meeting of the stockholders of LTC following the award date.

Critical Accounting Policies

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There were no material changes in our market risk during the three months ended March 31, 2026.

There were no material changes in our market risk during the six months ended June 30, 2026.

For additional information, refer to Item 7A as presented in our Annual Report on Form 10-K for the year ended December 31, 2025.

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 2. Management’s Discussion and Analysis