10-K - LTC - Equibles

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


(Mark One)
☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the fiscal year ended December 31 , 2024
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 1-11314

LTC PROPERTIES, INC.

(Exact name of registrant as specified in its charter)


Maryland<br>(State or other jurisdiction of incorporation or<br>organization)	71-0720518<br>(I.R.S. Employer Identification No.)

3011 Townsgate Road, Suite 220

Westlake Village , California **** 91361

(Address of principal executive offices)

Registrant’s telephone number, including area code: (805) 981-8655

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading symbol	Name of Each Exchange on Which Registered
Common stock, $.01 Par Value	LTC	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:


Large accelerated filer ☒	Accelerated filer ☐	Non-accelerated filer ☐	Smaller reporting company ☐	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was approximately $1,471,160,000 as of June 28, 2024 (the last business day of the registrant’s most recently completed second fiscal quarter).

The number of shares of common stock outstanding as of February 18, 2025 was 45,450,613.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement relating to its 2025 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

Table of Contents Cautionary Statement on Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, adopted pursuant to the Private Securities Litigation Reform Act of 1995. Statements that are not purely historical may be forward-looking. You can identify some of the forward-looking statements by their use of forward-looking words, such as “believes,” “expects,” “may,” “will,” “could,” “would,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates” or “anticipates,” or the negative of those words or similar words. Forward-looking statements involve inherent risks and uncertainties regarding events, conditions and financial trends that may affect our future plans of operation, business strategy, results of operations and financial position. A number of important factors could cause actual results to differ materially from those included within or contemplated by such forward- looking statements, including, but not limited to, our dependence on our operators for revenue and cash flow; the duration and extent of the effects of the public health crises; government regulation of the health care industry; federal and state health care cost containment measures including reductions in reimbursement from third-party payors such as Medicare and Medicaid; required regulatory approvals for operation of health care facilities; a failure to comply with federal, state, or local regulations for the operation of health care facilities; the adequacy of insurance coverage maintained by our operators; our reliance on a few major operators; our ability to renew leases or enter into favorable terms of renewals or new leases; the impact of inflation; operator financial or legal difficulties; the sufficiency of c ollateral securing mortgage loans; an impairment of our real estate investments; the relative illiquidity of our real estate investments; our ability to develop and complete construction projects; our ability to invest cash proceeds for health care properties; a failure to qualify as a REIT; our ability to grow if access to capital is limited; and a failure to maintain or increase our dividend. For a discussion of these and other factors that could cause actual results to differ from those contemplated in the forward-looking statements, please see the discussion under “Risk Factors” contained in this report and in other information contained in this report and our publicly available filings with the Securities and Exchange Commission. We do not undertake any responsibility to update or revise any of these factors or to announce publicly any revisions to forward-looking statements, whether as a result of new information, future events or otherwise.

Table of Contents LTC Properties, Inc.

Table of Contents


		Page
Part I
Item 1.	Business	4
Item 1A.	Risk Factors	16
Item 1B.	Unresolved Staff Comments	25
Item 1C.	Cybersecurity	25
Item 2.	Properties	26
Item 3.	Legal Proceedings	28
Item 4.	Mine Safety Disclosures	28

Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	29
Item 6.	[Reserved]	30
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	52
Item 8.	Financial Statements	54
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	103
Item 9A.	Controls and Procedures	103
Item 9B.	Other Information	106
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	107

Part III
Item 10.	Directors, Executive Officers and Corporate Governance	107
Item 11.	Executive Compensation	107
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	107
Item 13.	Certain Relationships and Related Transactions, and Director Independence	107
Item 14.	Principal Accountant Fees and Services	108

Part IV
Item 15.	Exhibits and Financial Statement Schedules	108
Item 16.	Form 10-K Summary	110

SIGNATURES		111

Table of Contents PART I

Item 1. BUSINESS

General

LTC Properties, Inc. is a real estate investment trust (“REIT”) that invests in seniors housing and health care properties through sale-leasebacks, mortgage financing, joint ventures, construction financing and structured finance solutions including preferred equity, bridge and mezzanine lending. Our investments in owned properties, mortgage loans, mezzanine loans and preferred equity investments represent our primary source of income. We depend upon the performance of our operators with respect to the daily management and marketing of long-term health care services offered at our properties.

Our real estate investments include the following types of properties:

●	Independent living communities (“ILF”), also known as retirement communities or senior apartments, offer a sense of community and numerous levels of service, such as laundry, housekeeping, dining options/meal plans, exercise and wellness programs, transportation, social, cultural and recreational activities, on-site security and emergency response programs. Many independent living communities offer on-site conveniences like beauty/barber shops, fitness facilities, game rooms, libraries and activity centers.
●	Assisted living communities (“ALF”) serve people who require assistance with activities of daily living, but do not require the degree of supervision that skilled nursing facilities provide. Services are usually available 24 hours a day and include personal supervision and assistance with eating, bathing, grooming and administering medication. Many assisted living facilities provide a combination of housing, supportive services, personalized assistance and health care designed to respond to individual needs.
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●	Memory care communities (“MC”) offer specialized options for people with Alzheimer’s disease and other forms of dementia. These purpose built, free-standing facilities offer an alternative for private-pay residents affected by memory loss in comparison to other accommodations that typically have been provided within a secured unit of an assisted living or skilled nursing facility. Memory care facilities offer dedicated care, with staff usually available 24 hours a day, and specialized programming for various conditions relating to memory loss in an environment that is typically smaller in scale and more residential in nature than traditional assisted living and skilled nursing facilities.
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●	Skilled nursing centers (“SNF”) provide restorative, rehabilitative and nursing care for people not requiring the extensive treatment available at acute care hospitals. Many skilled nursing facilities provide ancillary services that include occupational, speech, physical, respiratory and medical therapies, as well as sub-acute care services which are paid either by the patient, the patient’s family, private health insurance, or through the federal Medicare or state Medicaid programs.
---	---
●	Other property types (“OTH”) we also invest in other types of properties such as land parcels, projects under development (“UDP”) and behavioral health care hospitals.
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We include independent living facilities and memory care as part of the assisted living property classification in some parts of this Annual Report on Form 10-K. Unless otherwise expressly stated or the context otherwise requires, when we refer to “we,” “our,” “us,” “registrant,” “our company,” “the Company” or similar terms in this Annual Report on Form 10-K, we mean LTC Properties, Inc. and its consolidated subsidiaries.

Table of Contents Portfolio

The following table summarizes our real estate investment portfolio as of December 31, 2024 (dollar amounts in thousands):


								Twelve Months Ended
								December 31, 2024
		Number of				Percentage					Percentage
	Number of	SNF	ALF	Gross		of		Rental			of Total
Owned Properties	Properties ^(1)^	Beds^(2)^	Units ^(2)^	Investments		Investments		Revenue			Revenues
Assisted Living	72	—	4,360	$	723,010	34.6	%	$	51,537		28.3	%
Skilled Nursing	50	6,113	236		598,063	28.6	%		63,479		34.9	%
Other ^(3)^	1	118	—		12,005	0.6	%		1,124		0.6	%
Total Owned Properties	123	6,231	4,596		1,333,078	63.8	%		116,140	^(4)^	63.8	%

		Number of				Percentage		Interest Income			Percentage
	Number of	SNF	ALF		Gross	of		from Financing			of Total
Financing Receivables	Properties ^(1)^	Beds	Units		Investments	Investments		Receivable			Revenues
Assisted Living	28	—	1,263		284,879	13.6	%		16,052		8.8	%
Skilled Nursing	3	299	—		76,603	3.7	%		5,611		3.1	%
Total Financing Receivables	31	299	1,263		361,482	17.3	%		21,663		11.9	%

		Number of				Percentage		Interest Income			Percentage
	Number of	SNF	ALF		Gross	of		from Mortgage			of Total
Mortgage Loans	Properties ^(1)^	Beds	Units		Investments	Investments		Loans			Revenues
Assisted Living	5	—	334		44,209	2.1	%		3,540		1.9	%
Skilled Nursing	22	2,726	—		271,525	13.0	%		33,021		18.1	%
Total Mortgage Loans	27	2,726	334		315,734	15.1	%		36,561	^(5)^	20.0	%

		Number of				Percentage		Interest			Percentage
	Number of	SNF	ALF		Gross	of		and other			of Total
Notes Receivable	Properties ^(1)^	Beds	Units		Investments	Investments		Income			Revenues
Assisted Living	6	—	765		46,150	2.2	%		4,911		2.7	%
Skilled Nursing	—	—	—		1,567	0.1	%		353		0.2	%
Total Notes Receivable	6	—	765		47,717	2.3	%		5,264	^(5)^	2.9	%

		Number of				Percentage		Income from			Percentage
	Number of	SNF	ALF		Gross	of		Unconsolidated			of Total
Unconsolidated Joint Ventures	Properties ^(1)^	Beds	Units		Investments	Investments		Joint Ventures			Revenues
Assisted Living	2	—	376		19,340	1.0	%		1,558		0.9	%
Skilled Nursing	1	104	—		11,262	0.5	%		884		0.5
Total Unconsolidated Joint Ventures	3	104	376		30,602	1.5	%		2,442		1.4	%

Total Portfolio	190	9,360	7,334	$	2,088,613	100.0	%	$	182,070		100.0	%


		Number	Number of				Percentage
		of	SNF	ALF	Gross		of
Summary of Properties by Type		Properties ^(1)^	Beds ^(2)^	Units^(2)^	Investments		Investments
Assisted Living		113	—	7,098	$	1,117,588	53.5	%
Skilled Nursing		76	9,242	236		959,020	45.9	%
Other ^(3)^		1	118	—		12,005	0.6	%
Total Portfolio		190	9,360	7,334	$	2,088,613	100.0	%
(1)	We have investments in owned properties, properties we own accounted for as financing receivables, mortgage loans, notes receivable and unconsolidated joint ventures in 25 states to 30 different operators.
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(2)	See Item 2. Properties for discussion of bed/unit count.

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

(4)	Excludes $12,951 variable rental income from lessee reimbursement of our real estate taxes, $3,508 rental income from properties sold and the straight-line rent receivable write-off of $321 related to converting a lease to fair market rent.

(5)	Excludes interest income from mortgage and notes receivable loans of $8,655 and $2, respectively, that have been paid off.

As of December 31, 2024, our total investment portfolio included $1.7 billion in carrying value of net investments consisting of $925.8 million or 55.3% invested in owned and leased properties, $357.9 million or 21.4% invested in properties we own accounted for as financing receivables, $312.6 million or 18.7% invested in mortgage loans secured by first mortgages, $47.2 million or 2.8%in notes receivable and $30.6 million or 1.8% in unconsolidated joint ventures.

Table of Contents Owned Properties. The following table summarizes our investment in owned properties at December 31, 2024 (dollar amounts in thousands):


									Average
				Percentage		Number	Number of		Investment
		Gross		of		of	SNF	ALF	per
Type of Property		Investment		Investment		Properties ^(1)^	Beds ^(2)^	Units ^(2)^	Bed/Unit
Assisted Living		$	723,010	54.2	%	72	—	4,360	$	165.83
Skilled Nursing			598,063	44.9	%	50	6,113	236	$	94.20
Other ^(3)^			12,005	0.9	%	1	118	—		—
Total		$	1,333,078	100.0	%	123	6,231	4,596
(1)	We have investments in 23 states leased to 23 different operators.
---	---

(2)	See Item 2. Properties for discussion of bed/unit count.

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

Owned properties are leased pursuant to non-cancelable operating leases generally with an initial term of 2 to 10 years. Many of the leases contain renewal options. Each lease is a triple net lease which requires the lessee to pay all taxes, insurance, maintenance and repairs, capital and non-capital expenditures and other costs necessary in the operations of the facilities. Many of the leases contain renewal options and provide for fixed minimum base rent during the initial and renewal periods. The majority of our leases contain provisions for specified annual increases over the rents of the prior year and that increase is generally computed in one of four ways depending on specific provisions of each lease:

(i)	a specified percentage increase over the prior year’s rent, generally between 2.0% and 3.0%;
(ii)	a calculation based on the Consumer Price Index or Medicare Market Basket Rate;
---	---
(iii)	as a percentage of facility revenues in excess of base amounts; or
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(iv)	specific dollar increases.
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Our leases that contain fixed annual rental escalations and/or have annual rental escalations that are contingent upon changes in the Consumer Price Index or the Medicare Market Basket Rate, are generally recognized on a straight-line basis over the minimum lease period. Certain leases have annual rental escalations that are contingent upon changes in the gross operating revenues of the property. This revenue is not recognized until the appropriate contingencies have been resolved.

Generally, our leases provide for one or more of the following: security deposits, property tax impounds, repair and maintenance, escrows and credit enhancements such as corporate or personal guarantees or letters of credit. In addition, our leases are typically structured as master leases and multiple master leases with one operator, and are generally cross defaulted.

Table of Contents The following table summarizes the concentration of our top ten operators of owned properties for 2024 and percentage of rental revenue, excluding rental income from properties sold, variable rental income due to lessee reimbursement of our real estate taxes, additional straight-line income of $3.2 million in 2024 related to restoring accrual basis accounting for two master leases and a straight-line rent receivable write-off of $321 in 2024 related to converting a lease to fair market rent:


		Percent of
		Rental Revenue
Lessee	Property Type	2024		2023
Carespring Healthcare Management, LLC	SNF	9.9	%	10.1	%
HMG Healthcare, LLC	SNF	9.8	%	9.1	%
Anthem Memory Care, LLC	MC	9.8	%	9.8	%
Brookdale Senior Living Communities, Inc.	ALF/MC	8.8	%	11.9	%
Encore Senior Living	ALF	8.6	%	5.0	%
Genesis Healthcare, Inc.	ALF/SNF	8.1	%	8.1	%
Ark Post Acute Network	ILF/ALF/SNF	7.3	%	7.5	%
Fundamental Long Term Care Company	SNF/OTH	7.0	%	6.3	%
Ignite Medical Resorts	SNF	7.0	%	7.0	%
Juniper Communities, LLC	ALF/MC	6.0	%	6.1	%

Financing Receivables. We have entered into joint ventures (“JV”) and contributed into the JVs for the acquisition of properties through sale and leaseback transactions. Concurrently, each of these JVs leased the acquired properties back to an affiliate of the seller and provided the seller-lessee with purchase options. We determined that each of these sale and leaseback transactions meet the accounting criteria to be presented as Financing receivables on our Consolidated Balance Sheets and recorded the rental revenue from these properties as Interest income from financing receivables on our Consolidated Statements of Income. See Note 2. Summary of Significant Accounting Policies within our consolidated financial statements for more information. The following tables provide information regarding our financing receivables at December 31, 2024 (dollar amounts in thousands):


									Type	Number	Number		Investment
Interest		Investment				Gross		LTC	of	of	of		per
Rate		Year	Maturity	State		Investments		Investment	Properties	Properties	Beds/Units		Bed/Unit
7.25%	^(1)^	2022	2032	FL	$	76,603	$	62,278	SNF	3	299	$	256.20
7.25%	^(2)^	2023	2033	NC		121,419		117,588	ALF/MC	11	523	$	232.16
7.25%	^(3)^	2024	2034	NC/SC		122,460		64,450	ILF/ALF/MC	13	523	$	234.15
7.25%	^(4)^	2024	2034	NC		41,000		37,985	ALF	4	217	$	188.94
					$	361,482	$	282,301		31	1,562
(1)	During 2022, we entered into a JV with an operator new to us. The JV purchased three SNFs and leased the centers back to an affiliate of the seller under a 10-year master lease, with two five-year renewal options and provided the seller-lessee with a purchase option, exercisable at the beginning of the fourth year through the end of the fifth year.
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(2)

During 2023, we entered into a JV with ALG Senior living (“ALG”). The JV purchased 11 ALFs and MCs and leased these communities back to an affiliate of the seller under a 10-year master lease, with two five-year renewal options. The contractual initial cash yield of 7.25% increases to 7.5% in year three then escalates thereafter based on Consumer Price Index(“CPI”) subject to a floor of 2.0% and a ceiling of 4.0%. The JV provided the seller-lessee with a purchase option to buy up to 50% of the properties at the beginning of the third lease year and the remaining properties at the beginning of the fourth lease year through the end of the sixth lease year, with an exit IRR of 9.0%. During 2024, we deferred a total of $3,014 consolidated JV interest income from financing receivables for May through December 2024.

(3)

During the second quarter of 2024, we funded an additional $5,546 under a mortgage loan receivable due from an ALG affiliate secured by 13 ALFs and MCs located in North Carolina (12) and South Carolina (1). We then entered into a newly formed $122,460 JV with ALG, whereby we exchanged our $64,450 mortgage loan receivable for a 53% controlling interest in the JV. Concurrently, ALG contributed these properties to the joint venture for a 47% non-controlling interest. The properties were recorded at their fair value, and the fair value of certain properties was determined using the income approach. The JV leased the properties to an ALG affiliate under a 10-year master lease, with two five-year renewal options and provided the seller-lessee with a purchase option exercisable through 2028, with an exit IRR of 8.0%.

Table of Contents

(4)

During the second quarter of 2024, we funded an additional $2,766 under a mortgage loan receivable due from an ALG affiliate secured by four ALFs located in North Carolina. We then entered into a newly formed $41,000 JV with ALG, whereby we exchanged $37,985 mortgage loan receivables for a 93% controlling interest in the JV. Concurrently, ALG contributed these properties and a parcel of land to the joint venture for a 7% non-controlling interest. The properties were recorded at their fair value, and the fair value of the properties was determined using the income approach. The JV leased the properties to an ALG affiliate under a 10-year master lease, with two five-year renewal options and provided the seller-lessee with a purchase option exercisable through 2028, with an exit IRR of 8.0%.

Mortgage Loans. As part of our strategy of making investments in properties used in the provision of long-term health care services, we provide mortgage financing on such properties based on our established investment underwriting criteria. We have also provided construction loans that by their terms convert into purchase/lease transactions or permanent financing mortgage loans upon completion of construction. The following table summarizes our investments in mortgage loans secured by first mortgages at December 31, 2024 (dollar amounts in thousands):


						Type	Percentage		Number of				Investment
			Gross			of	of				SNF	ALF	per
Interest Rate	Maturity	State	Investment			Property	Investment		Loans ^(2)^	Properties ^(3)^	Beds	Units	Bed/Unit
8.8%	2025	FL	$	4,000		ALF	1.3	%	1	2	—	92	$	43.48
7.8%	2025	FL		16,706		ALF	5.3	%	1	1	—	112	$	149.16
7.3%	2025	NC		10,750		ALF	3.4	%	1	1	—	45	$	238.89
8.8%	2026	MI		12,753		ALF	4.1	%	1	1	—	85	$	150.04
8.8%	2028	IL		16,500		SNF	5.2	%	1	1	150	—	$	110.00
11.1% ^(4)^	2043	MI		180,700		SNF	57.2	%	1	14	1,749	—	$	103.32
10.0% ^(4)^	2045	MI		39,800		SNF	12.6	%	1	4	480	—	$	82.92
10.3% ^(4)^	2045	MI		19,700		SNF	6.2	%	1	2	201	—	$	98.01
10.5% ^(4)^	2045	MI		14,825		SNF	4.7	%	1	1	146	—	$	101.54
Total			$	315,734	^(1)^		100.0	%	9	27	2,726	334	$	103.18

(1)	Excludes the impact of credit loss reserve.

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

(3)

Our mortgage loans are secured by properties located in four states with six borrowers. Additionally, during 2024, we committed to fund a $26,120 mortgage loan for the construction of a 116-unit independent living, assisted living and memory care community 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)	Mortgage loans provide for 2.25% annual increases in the interest rate after a certain time period.

In general, the mortgage loans may not be prepaid except in the event of the sale of the collateral property to a third-party that is not affiliated with the borrower, although partial prepayments (including any prepayment premium) are often permitted where a mortgage loan is secured by more than one property upon a sale of one or more, but not all, of the collateral properties to a third-party which is not an affiliate of the borrower. The terms of the mortgage loans generally impose a premium upon prepayment of the loans depending upon the period in which the prepayment occurs, whether such prepayment was permitted or required, and certain other conditions such as upon the sale of the property under a pre-existing purchase option, destruction or condemnation, or other circumstances as approved by us. The prepayment premium is based on a yield maintenance formula. In addition to a lien on the mortgaged property, the loans are generally secured by certain non-real estate assets of the properties and contain certain other security provisions in the form of letters of credit and/or security deposits.

Table of Contents Notes Receivable. Our investment in notes receivable consists of mezzanine loans and other loan arrangements. The following table summarizes our investments in notes receivable at December 31, 2024 (dollar amounts in thousands):


Interest					Type of	Gross				Type of
Rate		IRR		Maturity	Loan	Investment			# of loans	Property
8.0%		11.0	%	2027	Mezzanine	$	25,000		1	ALF
0.0%		—		2028	Working capital		1,429		1	SNF
8.8%		12.0	%	2028	Mezzanine		17,000		1	ALF
6.5%		—		2030	Working capital		138		2	SNF
7.4%		—		2030	Working capital		1,457		2	ALF
0.0%		—		2031	Working capital		2,693		1	ALF
						$	47,717	^(1)^	8
(1)	Excludes the impact of credit loss reserve.
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Unconsolidated Joint Ventures. From time to time, we provide funding to third-party operators for the acquisition, development and construction (“ADC”) of a property. If the ADC arrangement characteristics are more similar to a jointly-owned investment or partnership, we account for the ADC arrangement as an investment in an unconsolidated joint venture under the equity method of accounting. The following table summarizes our investment in unconsolidated joint ventures at December 31, 2024 (dollar amounts in thousands):


Total		Contractual		Type		Number
Preferred		Cash		of		of	Carrying			Type of
Return		Portion	State	Investment		Beds/Units	Value			Property
9.2%		9.2%	TX	Senior Loan	^(1)^	104	$	11,262	^(1)^	SNF/ALF
12.0%		9.0%	WA	Preferred Equity	^(2)^	109		6,340	^(2)^	ALF/MC
14.0%		8.0%	WA	Preferred Equity	^(3)^	267		13,000	^(3)^	ILF/ALF
						480	$	30,602
(1)	Represents a $12,700 mortgage loan to a current operator secured by a SNF/ALF in Texas. In accordance with 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.
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(2)

Represents a preferred equity interest in an entity that developed and owns a 109-unit ALF and MC in Washington. Our investment represents 15.5% of the total investment. The preferred equity investment earns an initial cash rate of 7% increasing to 9% in year four until the internal rate of return (“IRR”) is 8%. After achieving an 8% IRR, the cash rate drops to 8% with an IRR ranging between 12% to 14%, depending upon timing of redemption. 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.

(3)

Represents a preferred equity interest in an entity that developed and owns a 267-unit ILF and ALF in Washington. Our investment represents 11.0% of the total investment. The preferred equity investment earns an initial cash rate of 8% with an IRR of 14%. The JV partner has the option to buy out our investment at any time after August 31, 2023 at the IRR rate. Also, we have the option to require the JV partner to purchase our preferred equity interest at any time between August 31, 2027 and, upon project completion and leasing the property, prior to the end of the first renewal term of the lease.

Investment Policies and Strategies

Our investment policy is to invest primarily in seniors housing and health care properties. Over the past three years, we have underwritten investments in seniors housing communities and health care centers for a total of approximately $505.2 million. Additionally, during the past three years, we have disposed of properties for a total sales price of $197.2 million.

Prior to finalizing an investment, we conduct a comprehensive financial due diligence review and property site review to assess the property’s general physical condition.

Historically our investments have consisted of:

●	fee ownership of seniors housing and skilled nursing properties that are leased to operators;

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●	mortgage loans secured by seniors housing and skilled nursing properties; or
●	participation in such investments indirectly through investments in mezzanine loans and real estate partnerships or other entities that themselves make direct investments in such loans or properties.
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In evaluating potential investments, we consider factors such as:

●	type of property;
●	location;
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●	competition within the local market and evaluation of the impact resulting from any potential new development projects in construction or anticipated to be approved by local authorities;
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●	construction quality, condition and design of the property;
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●	current and anticipated cash flow of the property and its adequacy to meet operational needs and lease obligations or debt service obligations;
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●	experience, reputation and solvency of the operating companies providing services;
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●	payor mix of private, managed care, Medicare and Medicaid patients;
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●	growth, tax and regulatory environments of the communities in which the properties are located;
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●	occupancy and demand for similar properties in the area surrounding the property;
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●	Medicaid reimbursement policies and plans of the state in which the property is located;
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●	third-party environmental reports, land surveys and market studies (if applicable);
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●	energy, water and waste efficiency management practices; and
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●	health, safety and wellness practices (air filtration systems, hazardous waste disposal, UV sanitation, etc.).
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We seek to diversify our portfolio by operator, by property type, and by geography. Our business development team boasts a seasoned roster with decades of collective experience and deep industry relationships. We strive to remain visible and relevant by supporting trade associations, attending and hosting industry conferences and events, speaking on panels and participating in media interviews. We believe these efforts, coupled with relationships will continue to provide investment opportunities in 2025 and beyond.

Our marketing and business development efforts focus on sourcing relationships with regionally based operators and intermediaries to execute on single property or small portfolio transactions that are not broadly marketed by third-party intermediaries. We take this approach because competition for larger, fully marketed portfolios generally results in increased pricing that produces yields below our investment hurdles. This strategy allows us to invest in properties priced at yields that are accretive to our stockholders.

It is our current policy, and we intend to continue this policy, that all borrowers of funds from us and lessees of any of our properties secure adequate comprehensive property and general and professional liability insurance that covers us as well as the borrower and/or lessee. Although we actively monitor and seek to ensure compliance with our policies, we may be subject to loss for any number of reasons, such as, noncompliance on the part of our lessees/borrowers, losses that exceed covered limits or that are not covered, inability of lessees/borrowers to obtain insurance on commercially reasonable terms, bankruptcy of a carrier, or insufficient tail coverage. For investments in which we own fee simple title to the property and lease it to a third-party tenant, we are a non-possessory landlord and are not responsible for what takes place on such property. Nonetheless, claims including those pertaining to general and professional liability may be asserted against us which may result in costs and exposure for which insurance is not available.

Table of Contents Competition

In the health care industry, we compete for real property investments with health care providers, other health care related REITs, real estate partnerships, banks, private equity funds, venture capital funds and other investors. Many of our competitors are significantly larger and have greater financial resources and lower cost of capital than we have available to us. Our ability to compete successfully for real property investments will be determined by numerous factors, including our ability to identify suitable acquisition targets, our ability to negotiate acceptable terms for any such acquisition and the availability and our cost of capital.

The lessees and borrowers of our properties compete on a local, regional and, in some instances, national basis with other health care providers. The ability of the lessee or borrower to compete successfully for patients or residents at our properties depends upon several factors, including the levels of care and services provided by the lessees or borrowers, the reputation of the providers, physician referral patterns, physical appearances of the properties, family preferences, financial condition of the operator and other competitive systems of health care delivery within the community, population and demographics.

REIT Tax Status

We have elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. To maintain our qualification as a REIT, we must meet a number of organizational and operational requirements, including a requirement that we annually distribute to our shareholders at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding net capital gains. As a REIT, we generally are not subject to U.S. federal income tax on the taxable income we distribute to our shareholders. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax at the generally applicable corporate tax rate. Even if we qualify for taxation as a REIT, we may be subject to U.S. federal income tax provisions on certain specific transactions and property, as well as certain state and local taxes on our income, property or net worth and U.S. federal income and excise taxes on our undistributed income.

Health Care Regulation

Overview

The health care industry is heavily regulated by the government. Our borrowers and lessees who operate health care facilities are subject to extensive regulation by federal, state and local governments. These laws and regulations are subject to frequent and substantial changes resulting from legislation, adoption of rules and regulations, and administrative, executive and judicial interpretations of existing law. These changes may have a dramatic effect on the definition of permissible or impermissible activities, the relative costs associated with doing business and the amount of reimbursement by both government and other third-party payors. These changes may be applied retroactively. The ultimate timing or effect of these changes cannot be predicted. The failure of any borrower of funds from us or lessee of any of our properties to comply with such laws, requirements and regulations could result in sanctions or remedies such as denials of payment for new Medicare and Medicaid admissions, civil monetary penalties, state oversight and loss of Medicare and Medicaid participation or licensure. Such action could affect our borrower’s or lessee’s ability to operate its facility or facilities and could adversely affect such borrower’s or lessee’s ability to make debt or lease payments to us.

The properties we own and the manner in which they are operated are affected by changes in the reimbursement, licensing and certification policies of federal, state and local governments. Properties may also be affected by changes in accreditation standards or procedures of accrediting agencies. In addition, expansion (including the addition of new beds or services or acquisition of medical equipment) and occasionally the discontinuation of services of health care facilities are, in some states, subjected to state and regulatory approval through “certificate of need” laws and regulations.

Health Care Reform and Other Legislative Developments

Federal health care reform, including the Patient Protection and Affordable Care Act, as amended (the

Table of Contents “Affordable Care Act”), has expanded access to health insurance, reduced health care costs, and instituted various health policy reforms. Among other things, the Affordable Care Act: reduced Medicare skilled nursing facility reimbursement by a so-called “productivity adjustment” based on economy-wide productivity gains; required the development of a value-based purchasing program for Medicare skilled nursing facility services; authorized bundled payment programs, which can include post-acute services; and provided incentives to state Medicaid programs to promote community-based care as an alternative to institutional long-term care services. In addition, the Affordable Care Act impacts both us and our lessees and borrowers as employers, including requirements related to the health insurance we offer to our respective employees. Many aspects of the Affordable Care Act have been implemented through regulations and sub-regulatory guidance. In December 2017, President Trump signed into law a tax reform bill that repealed the Affordable Care Act’s penalty for individuals who fail to maintain health coverage meeting certain minimum standards. Additional revisions of the Affordable Care Act could be made in future, although the details and timing of any such actions are unknown at this time. There can be no assurance that the implementation of the Affordable Care Act or any subsequent modifications or related legal challenges will not adversely impact the operations, cash flows or financial condition of our lessees and borrowers, which subsequently could materially adversely impact our revenue and operations.

President Trump, Congress and state legislatures can be expected to continue to review and assess alternative health care delivery systems and payment methodologies, including potential changes in Medicare and Medicaid payment policy for skilled nursing facility services and other types of post-acute care. Additional changes in laws, new interpretations of existing laws, or other changes in payment methodologies may have a dramatic effect on the definition of permissible or impermissible activities, the relative costs associated with doing business and the amount of reimbursement by the government and other third-party payors. There can be no assurances that enacted or future legislation will not have an adverse impact on the financial condition of our borrowers and lessees, which subsequently could materially adversely impact our company.

Reimbursement

The ability of our borrowers and lessees to generate revenue and profit determines the underlying value of that property to us. Revenues of our borrowers and lessees of skilled nursing centers are generally derived from payments for patient care. Sources of such payments for skilled nursing facilities include the federal Medicare program, state Medicaid programs, private insurance carriers, managed care organizations, preferred provider arrangements, and self-insured employers, as well as the patients themselves.

A significant portion of the revenue of our skilled nursing center borrowers and lessees is derived from governmentally-funded reimbursement programs, such as Medicare and Medicaid. Because of significant health care costs paid by such government programs, both federal and state governments have adopted and continue to consider various health care reform proposals to control health care costs. In many instances, revenues from Medicaid programs are insufficient to cover the actual costs incurred in providing care to Medicaid patients. In addition, all states have been making changes to their long-term care delivery systems that emphasize home and community-based long-term care services, in some cases coupled with cost-controls for institutional providers. Increasingly, state Medicaid programs are providing coverage through managed care programs under contracts with private health plans, which is intended to decrease state Medicaid costs. The federal government also has adopted various policies to promote community-based alternatives to institutional services. As states and the federal government continue to respond to budget pressures, future reduction in Medicaid payments for skilled nursing facility services could have an adverse effect on the financial condition of our borrowers and lessees which could, in turn, adversely impact the timing or level of their payments to us.

With regard to the Medicare program, over the years there have been efforts to contain Medicare fee-for-service spending, promote Medicare managed care, and, more recently, tie reimbursement to quality and value of care. Following prior legislation on Medicare sequestration, which results in automatic reduction in Medicare spending, the Medicare 2% sequestration reduction was suspended through March 31, 2022, and then reduced to 1% from April through June 2022. As of July 1, 2022, cuts of 2% were re-imposed, and will continue through 2032. In addition, the Centers for Medicare & Medicaid Services (“CMS”) annually updates Medicare skilled nursing facility prospective payment system rates and other policies.

On July 31, 2024, CMS issued a final rule to update SNF rates and policies for fiscal year 2025. CMS estimated that the updated payment rates would result in a net increase of 4.2%, or approximately $1.4 billion, in Medicare Part A

Table of Contents payments to SNFs in fiscal year 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 $196.5 million in fiscal year 2025. The final rule also changes CMS’s enforcement policies as they relate to imposing civil monetary penalties (“CMPs”) for health and safety violations in nursing homes. In the final rule, CMS expanded the type of CMPs that can be imposed to allow for more per instance and per day CMPs to be imposed, and to permit both types of penalties to be imposed concurrently. In addition, the final rule finalized updates to the SNF Quality Reporting Program (“QRP”) to better account for adverse social conditions that negatively impact individuals’ health or health care. Finally, for the SNF VBP program, CMS finalized several operational and administrative proposals. On April 22, 2024, CMS issued the Minimum Staffing Standards for Long-Term Care Facilities and Medicaid Institutional Payment Transparency Reporting final rule. The final rule sets forth new comprehensive minimum staffing requirements. It finalizes a total nurse staffing standard of 3.48 hours per resident day, which must include at least 0.55 hours per resident day of direct registered nurse care and 2.45 hours per resident day of direct nurse aide care. Facilities may use any combination of nurse staff (registered nurse, licensed practical nurse and licensed vocational nurse, or nurse aide) to account for the additional 0.48 hours per resident day needed to comply with the total nurse staffing standard. CMS also finalized enhanced facility assessment requirements and a requirement to have a registered nurse onsite 24 hours a day, seven days a week, to provide skilled nursing care. The final rule also provides a staggered implementation timeframe of the minimum nurse staffing standards and 24/7 registered nurse requirement based on geographic location as well as possible exemptions for qualifying facilities for some parts of these requirements based on workforce unavailability and other factors. The final rule has been challenged in federal courts in Texas and Iowa; the rule may be subject to further revision or deferral due to the pending litigation, pending legislation, or change in administration.

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

CMS also has implemented a variety of Medicare bundled payment programs that seek to promote greater care coordination and more efficient use of resources. Certain of these models, such as the Medicare Comprehensive Care for Joint Replacement and Bundled Payments for Care Improvement Advanced models, have impacted post-acute care, including skilled nursing facility services. There can be no assurances that new Medicare payment models will not adversely affect revenues of our skilled nursing center borrowers and lessees and thereby adversely affect those borrowers’ and lessees’ abilities to make their debt or lease payments to us.

Moreover, health care facilities continue to experience pressures from private payors attempting to control costs; reimbursement from private payors has in some cases fallen relative to government payors. Governmental and public concern regarding health care costs may result in significant reductions in payment to health care facilities, and there can be no assurance that future payment rates for either governmental or private payors will be sufficient to cover cost increases in providing services to patients. Any changes in reimbursement policies which reduce reimbursement to levels that are insufficient to cover the cost of providing patient care could adversely affect revenues of our skilled nursing center borrowers and lessees and to a much lesser extent our assisted living community borrowers and lessees and thereby adversely affect those borrowers’ and lessees’ abilities to make their debt or lease payments to us. Failure of the borrowers or lessees to make their debt or lease payments would have a direct and material adverse impact on us.

Fraud and Abuse Enforcement

Various federal and state laws govern financial and other arrangements between health care providers that participate in, receive payments from, or make or receive referrals in connection with government funded health care programs, including Medicare and Medicaid. These laws, known as the fraud and abuse laws, include the federal anti-kickback statute, which prohibits, among other things, knowingly and willfully soliciting, receiving, offering or paying any remuneration directly or indirectly in return for, or to induce, the referral, or arrange for the referral, of an individual to a person for the furnishing of an item or service for which payment may be made under federal health care programs. In addition, the federal physician self-referral law, commonly known as the Stark Law, prohibits physicians and certain other types of practitioners from making referrals for certain designated health services paid in whole or in part by Medicare and Medicaid to entities with which the practitioner or a member of the practitioner’s immediate family has a

Table of Contents financial relationship, unless the financial relationship fits within an applicable exception to the Stark Law. The Stark Law also prohibits the entity receiving the referral from seeking payment under the Medicare program for services rendered pursuant to a prohibited referral. Sanctions for violating the Stark Law include civil monetary penalties of up to $30,868 per prohibited service provided, assessments equal to three times the dollar value of each such service provided and exclusion from the Medicare and Medicaid programs. Many states have enacted similar fraud and abuse laws which are not necessarily limited to items and services for which payment is made by federal health care programs. Violations of these laws may result in fines, imprisonment, denial of payment for services, and exclusion from federal and/or other state-funded programs. Other federal and state laws authorize the imposition of penalties, including criminal and civil fines and exclusion from participation in federal health care programs for submitting false claims, improper billing and other offenses. Federal and state government agencies have continued rigorous enforcement of criminal and civil fraud and abuse laws in the health care arena. Our borrowers and lessees are subject to many of these laws, and some of them could in the future become the subject of a governmental enforcement action.

Environmental Regulation

Under various federal, state and local environmental laws, ordinances and regulations, an owner of real property or a secured lender (such as us) may be liable for the costs of removal or remediation of hazardous or toxic substances at, under or disposed of in connection with such property, as well as other potential costs relating to hazardous or toxic substances (including government fines and damages for injuries to persons and adjacent property). Such laws often impose such liability without regard to whether the owner or secured lender knew of, or was responsible for, the presence or disposal of such substances and may be imposed on the owner or secured lender in connection with the activities of an operator of the property. The cost of any required remediation, removal, fines or personal or property damages and the owner’s or secured lender’s liability therefore could exceed the value of the property, and/or the assets of the owner or secured lender. In addition, the presence of such substances, or the failure to properly dispose of or remediate such substances, may adversely affect the owner’s ability to sell or rent such property or to borrow using such property as collateral which, in turn, would reduce our revenues.

Although the mortgage loans that we provide and leases covering our properties require the borrower and the lessee to indemnify us for certain environmental liabilities, the scope of such obligations may be limited and we cannot assure that any such borrower or lessee would be able to fulfill its indemnification obligations.

Human Capital

LTC recognizes the value of our employees and strives to cultivate a cohesive company culture. We are committed to being a workplace that encourages respect, collaboration, communication, transparency, and integrity. We seek to hire employees with various backgrounds and perspectives.

Our success starts and ends with having the best talent, and as a result, we are focused on attracting, developing and retaining our employees. The average tenure of our employees is more than 12 years with LTC.

We offer employees a competitive and comprehensive benefits package that we believe meets or exceeds market standards. LTC fully pays heath care premiums for employees and all eligible dependents. For qualified employees, we offer a 401(k) retirement plan with an employer contribution matching program.

We support employees attending industry conferences. For employees with at least one year of service, we grant up to three days leave to take professional licensing examinations. We also pay their annual renewal fees for professional licenses.

As of December 31, 2024, we employed 23 people. Our employees are not members of any labor union, and we consider our relations with our employees to be excellent.

Investor Information

We make available to the public free of charge through our internet website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished

Table of Contents pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after we electronically file such reports with, or furnish such reports to, the Securities and Exchange Commission (“SEC”). Our internet website address is www.LTCreit.com. We are not including the information contained on our website as part of, or incorporating it by reference into, this Annual Report on Form 10-K.

The SEC also maintains an internet website that contains reports, proxy statements and other information we file. The internet address of the SEC website is www.sec.gov.

You may contact our Investor Relations Department at:

LTC Properties, Inc.

3011 Townsgate Road, Suite 220

Westlake Village, California 91361

Attn: Investor Relations

(805) 981-8655

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Item 1A. RISK FACTOR S

This section discusses risk factors that could affect our business, operations, and financial condition. If any of these risks, as well as other risks and uncertainties that we have not yet identified or that we currently believe are not material, actually occur, we could be materially adversely affected and the value of our securities could decline. In addition, these risk factors contain “forward-looking statements” as discussed above under the “Cautionary Statement on Forward-Looking Statements.” The following information should be read in conjunction with Management’s Discussion and Analysis, and the consolidated financial statements and related notes in this Annual Report on Form 10-K.

Risks Related to Our Business and Industry

We are dependent on our operators for revenue and cash flow.

Substantially all of our revenue and sources of cash flows are derived from operating lease rentals and interest earned on outstanding financing receivables, loans receivable and income from our preferred equity investments in unconsolidated joint ventures. Our investments in owned properties, mortgage loans, mezzanine loans, financing receivables and preferred equity investments represent our primary source of liquidity to fund distributions. We do not implement operational decisions with respect to the daily management and marketing of care services offered at our properties. We therefore are dependent upon the performance of our operators and the income and rates we earn on leases and loans. A decrease in occupancy and/or increase in operating costs could have an adverse effect on our lessees and borrowers. For example, due to the Covid-19 pandemic and related public health measures, our lessees and borrowers experienced a decrease in occupancy and an increase in operating costs. There can be no assurance that our lessees and borrowers will have sufficient assets, income, and access to financing to enable them to satisfy, in full, their respective obligations to us. Our financial condition and ability to pay dividends could be adversely affected by financial difficulties experienced by any of our lessees or borrowers, or in the event any such operator does not renew and/or extend its relationship with us at similar or better financial terms.

We and our operators are subject to risks associated with public health crises, including pandemics.

The existence, and effect of public health crises and related government measures to prevent the spread of infectious diseases could adversely impact our company and the financial results of our operators. The operations and occupancy levels at the seniors housing and health care facilities of our lessees and borrowers could be adversely affected by a pandemic including future outbreaks of Covid and its variants, especially if there are infections on a large scale at our properties. The impact of another pandemic could include, early resident move-outs, our operators delaying accepting new residents due to quarantines, potential occupants postponing moves to our operators’ facilities, and/or hospitals cancelling or significantly reducing elective surgeries thereby reducing the number of people in need of skilled nursing care. Operating costs, such as cost increases in staffing and pay, purchases of additional personal protective equipment (“PPE”), and implementation of additional safety protocols, of our lessees and borrowers could rise due to a public health crisis such as another pandemic.

Additionally, health orders, rent moratoriums, and other initiatives by federal, state, and local authorities could affect our operators and our ability to collect rent and/or enforce remedies for the failure to pay rent. The extent to which another pandemic could impact our operations and those of our operators will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration, spread and severity of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures. Further, future outbreaks of Covid and its variants, or another pandemic, could generate an adverse trend away from seniors housing and health care facilities to at-home and alternative care services, the occupancy rates of our operators and the value of our real estate investments could be negatively impacted.

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The health care industry is heavily regulated by the government and changes in federal, state, or local law could impose negative costs and restrictions on us and our operators.

Our borrowers and lessees who operate health care facilities are subject to extensive regulation by federal, state and local governments. These laws and regulations are subject to frequent and substantial changes resulting from proposed and enacted legislation, adoption of rules and regulations, the scope, administration, and enforcement of regulatory frameworks, and judicial interpretations of preexisting and newly adopted law. These changes may have a dramatic effect on the definition of permissible or impermissible activities, the relative costs associated with doing business and the amount of reimbursement by both government and other third-party payors. These changes may be applied retroactively. The ultimate timing or effect of these changes cannot be predicted. For instance, CMS periodically adopts new regulations, and in April 2024 finalized minimum staffing standards for long-term care facilities participating in the Medicare and Medicaid programs. The final rule has been challenged in federal court and the rule may be subject to further revision or deferral due to the pending litigation, pending legislation, or administration changes. See Item 1. Business—Health Care Regulation. The failure of any borrower of funds from us or lessee of any of our properties to comply with such laws, requirements and regulations could affect its ability to operate its facility or facilities and could adversely affect such lessee’s or borrower’s ability to make lease or debt payments to us. Further, the ability of our operators to comply with applicable regulations, including minimum staffing requirements, could be adversely impacted by shifts in the labor market and increases in inflation. Additionally, changes in federal, state, or local laws limiting REIT investment in the health care industry, reducing health care related benefits for REITs, or requiring additional approvals for health care entities to do business with REITs, could have a material adverse effect on our financial condition and operations.

Federal and state health care cost containment measures including reductions in reimbursement from third-party payors such as Medicare and Medicaid could adversely affect us and the ability of our operators to make payments to us.

The ability of our lessees to generate revenue and profit determines the underlying value of that property to us. Revenues of our skilled nursing center lessees are generally derived from payments for patient care. Sources of such payments include the federal Medicare program, state Medicaid programs, private insurance carriers, health care service plans, health maintenance organizations, preferred provider arrangements, self-insured employers, as well as the patients themselves*.*

The health care industry continues to face increased government and private payor pressure on health care providers to control costs. Federal legislative and regulatory policies have been adopted and may continue to be proposed that would reduce Medicare and/or Medicaid payments to nursing facilities. Moreover, state budget pressures continue to result in adoption of Medicaid provider payment reductions in some states. Increasingly, state Medicaid programs are providing coverage through managed care programs under contracts with private health plans, which is intended to decrease state Medicaid costs. In light of continuing federal and state Medicaid program reforms, budget cuts, and regulatory initiatives, no assurance can be given that the implementation of such regulations and reforms will not have an adverse effect on the financial condition or results of operations of our lessees and/or borrowers which, in turn, could affect their ability to meet their contractual obligations to us.

Required regulatory approvals could delay operation of health care facilities.

Operators of skilled nursing and other health care facilities must be licensed under applicable state law and, depending upon the type of facility, certified or approved under the Medicare and/or Medicaid programs. A new operator in certain states also must receive change-of-ownership approvals under certificate of need laws. Delays in an operator receiving regulatory approvals from the applicable federal, state, or local government agencies, or the inability of an operator to receive such approvals, could prolong the period during which we are unable to receive lease or loan payments. We also could incur expenses in connection with any licensing, certification, or change-of-ownership proceedings.

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Failure to comply with federal, state, or local regulations could prohibit operation of health care facilities.

The failure of our operators to comply with federal, state, or local regulations could result in penalties which could include loss or restriction of license, loss of accreditation, denial of reimbursement, imposition of fines, suspension or decertification from federal and state health care programs, or closure of the facility. The loss or imposition of restrictions on any required license, registration, certificate of need, provider agreement or certification would prevent a facility from operating in the manner intended by the operator. Additionally, failure by any of our operators to comply with applicable laws and regulations could result in adverse publicity and reputational harm, and therefore could harm our business.

Insurance coverage maintained by our operators could be inadequate to protect against contingencies.

Operators of health care facilities may become subject to claims that their services have resulted in injury or other adverse effects. As a non-possessory landlord, we contend we are not generally responsible for what takes place at properties we do not possess. Although we require our operators to secure adequate comprehensive liability insurance that covers us as well as the operator, we could be subject to losses due to noncompliance or insufficient coverage. In addition, certain risks could be uninsurable or unavailable. There can be no assurance that we or our operators will have adequate insurance or funds to cover all contingencies. If an uninsured loss occurs or a loss exceeds policy limits, we could lose both invested capital and anticipated revenue from a property.

We rely on a few major operators.

During the year ended December 31, 2024, approximately 31.3% of our revenues from leases and interest income from real estate investments were generated from three operators. The failure, inability, or unwillingness of any of these operators to meet their obligations to us could materially reduce our cash flow as well as our results of operations.

The extent and pace of inflation could adversely impact our operators’ net income and our results of operations.

Inflation, both real or anticipated as well as any related governmental policies, could adversely affect the economy and the costs of labor, goods and services to our operators. Because lessees and borrowers are typically required to pay all property operating expenses, increases in property-level expenses at our leased and mortgaged properties generally do not directly affect us. However, increased operating costs could have an adverse impact on our lessees and borrowers if increases in their operating expenses exceed increases in their revenue, which may adversely affect their ability to pay rent and interest owed to us. An increase in our lessees’ and borrowers’ expenses and a failure of their revenues to increase at least with inflation could adversely impact their net operating income and our results of operations. In addition, our long-term leases and loans typically contain provisions, such as rent escalators, designed to mitigate the adverse impact of inflation. If the contractual or actual increases in income we receive from our lessees and borrowers do not keep pace with a rise in inflation, our results of operations could be adversely impacted.

We may be unable to renew leases, or the terms of renewals or new leases could be less favorable than current leases.

Approximately 63.0% of our revenue for the year ended December 31, 2024, was derived from operating lease rentals. There can be no assurance that a lessee will operate its lease through expiration or that a lessee will exercise an option to renew its lease upon expiration. In such scenarios, there can be no assurance that we would be able to find a suitable replacement operator, re-lease the property on substantially equivalent or better terms than the prior lease, if at all. Additionally, to retain current or attract new operators, we could be asked to provide rent concessions or undertake capital expenditures to improve properties.

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Operator financial or legal difficulties could delay or prevent collection of rent.

If a lessee experiences financial or legal difficulties, it could fail to pay us rent when due, assert counterclaims, or seek bankruptcy protection. In the case of a master lease, this risk is magnified, as a default could reduce or eliminate rental revenue from several properties. Over the past three years, some of our operators have had or continue to have financial or legal difficulties resulting in non-payment of rent. See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Overview—Portfolio Overview—Update on Certain Operators for further discussion. If an operator is unable to comply with the terms of its leases, we could be asked to defer rent or be forced to modify the leases in ways that are unfavorable to us. Alternatively, the failure of an operator to perform its obligations under a lease or other agreements with us could force us to declare a default and terminate the lease. There can be no assurance that we would be able to find a suitable replacement operator, re-lease the property on substantially equivalent or better terms than the prior lease, if at all. If a lessee seeks bankruptcy protection, it could delay our efforts to collect past due amounts owed to us under the applicable lease and ultimately preclude collection of all or a portion of those amounts.

Collateral securing mortgage loans could be insufficient.

If a borrower defaults under a mortgage loan, we could be obligated to foreclose on or otherwise protect our investment by acquiring title to the property. In such a scenario, the borrower could contest enforcement of foreclosure, assert counterclaims, or seek bankruptcy protection. This could limit or delay our ability to recover unpaid principal and/or interest and exercise other rights and remedies. Declines in the value of the property could prevent us from realizing an amount equal to our investment. Additionally, it could be difficult to expeditiously find a suitable replacement operator, if at all, or otherwise successfully operate or occupy the property, which could adversely affect our ability to recover our investment.

Our real estate investments could become impaired.

We periodically, but not less than quarterly, evaluate our real estate investments and other assets for impairment indicators. The judgment regarding the existence of impairment indicators is based on factors such as market conditions, operator performance, and legal structure. If we determine that an impairment has occurred, we would be required to make an adjustment to the net carrying value of the asset which could have an adverse effect on our results of operations in the period in which the write-off occurs.

Our real estate investments are relatively illiquid and could be difficult to sell for book value.

Real estate investments are relatively illiquid and therefore tend to limit our ability to vary our portfolio promptly in response to changes in economic or other conditions. The real estate market is affected by many factors, such as general economic conditions, availability of financing, interest rates, and other factors, including supply and demand, that are beyond our control. All of our real estate investments are special purpose properties that cannot be readily converted to other health care related services, general residential, retail, or office use. Transfers of operations of health care facilities are subject to regulatory approvals not required for transfers of other types of commercial operations and other types of real estate. If the operation of any of our properties becomes unprofitable or a lessee or borrower becomes unable to meet its obligations on the lease or mortgage loan, the liquidation value of the property could be substantially less than the net book value or the amount owing on any related mortgage loan than would be the case if the property were readily adaptable to other uses.

Development and construction risks could affect the profitability and completion of properties.

Our business includes development and construction of seniors housing and health care properties. Construction and development projects involve risks such as the following:

●	development of a project could be abandoned after expending significant resources resulting in the loss of deposits or failure to recover expenses already incurred;

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●	development and construction costs of a project could exceed original estimates due to increased interest rates and higher materials, transportation, labor, leasing, or other costs, which could make completion less profitable;
●	financing for a project could be unavailable on favorable terms or at all;
---	---
●	project delays could result in increases in construction costs and debt service expenses as a result of a variety of factors that are beyond our control, including natural disasters, labor conditions, material shortages, and regulatory hurdles; and
---	---
●	occupancy rates and rents at a newly completed property could fail to meet expected levels and could be insufficient to make the property profitable.
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We may be unable to invest cash proceeds due to competition for health care properties.

From time to time, we will have cash available from the sale of equity and debt capital, sale of properties, and funds from operations. With these cash proceeds, we may seek to invest in health care properties as part of our business and growth strategy. We compete for health care property investments with developers, public and private REITs, and other investors, some of whom may have greater financial resources than us. The competition for health care properties could affect our ability to make timely investments on acceptable terms, which could adversely affect our ability to grow or acquire properties profitably or with attractive return.

Our operators face competition providing seniors housing and health care services.

The business of providing seniors housing and health care is highly competitive. Our operators compete with other companies providing similar care services or alternatives such as home health agencies, hospices, life care at home, community-based service programs, retirement communities, and convalescent centers. Additionally, our operators are sensitive to changes in the labor market and wages and benefits offered to their employees, which can impact their ability to remain competitive. There can be no assurance that our operators will not encounter increased competition in the future which could limit their ability to attract residents or expand their businesses and therefore affect their ability to make their lease or loan payments to us.

Risks Related to Our Status as a REIT

Our failure to qualify as a REIT would have serious adverse consequences to our stockholders.

We intend to operate so as to qualify as a REIT under the Internal Revenue Code of 1986, as amended (“the Code”). We believe that we have been organized and have operated in a manner which would allow us to qualify as a REIT under the Code beginning with our taxable year ended December 31, 1992. However, it is possible that we have been organized or have operated in a manner which would not allow us to qualify as a REIT, or that our future operations could cause us to fail to qualify. Qualification as a REIT requires us to satisfy numerous requirements (some on an annual and quarterly basis) established under highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations, and involves the determination of various factual matters and circumstances not entirely within our control. For example, in order to qualify as a REIT, at least 95% of our gross income in any year must be derived from qualifying sources, and we must pay dividends to stockholders aggregating annually at least 90% of our REIT taxable income (determined without regard to the dividends paid deduction and by excluding capital gains). Legislation, new regulations, administrative interpretations or court decisions could significantly change the tax laws with respect to qualification as a REIT or the federal income tax consequences of such qualification.

If we fail to qualify as a REIT in any taxable year, we will be subject to federal and state income tax (including any applicable alternative minimum tax for taxable years ending prior to January 1, 2018) on our taxable income at regular corporate rates. We note that REITs are specifically excluded from the application of the corporate alternative minimum tax that was enacted as part of the Inflation Reduction Act of 2022 (H.R. 5376). Unless we are entitled to relief under statutory provisions, we would be disqualified from treatment as a REIT for the four taxable years following the year during which we lost qualification. If we lose our REIT status, our net earnings available for investment or

Table of Contents distribution to stockholders would be significantly reduced for each of the years involved. In addition, we would no longer be required to make distributions to stockholders.

Legislation, new regulations, administrative interpretations and/or court decisions could occur at any time and significantly change the tax laws with respect to our qualification as a REIT or the federal income tax consequences of such qualification. We cannot predict if or when any new or amended law, regulation, administrative interpretation, or case will be adopted, promulgated, decided or become effective, and any such change may apply retroactively. The last significant legislation affecting REITs was The Tax Cuts and Jobs Act, effective for tax years beginning in 2018. We and our security holders may be adversely affected by any new or amended law, regulation, administrative interpretation, or case law.

Prospective investors are urged to consult with their tax advisors with respect to the impact of the Tax Cuts and Jobs Act and any other regulatory, administrative or judicial developments and proposals and their potential effect on an investment in our securities.

Risks Related to Our Capital Structure

Limited access to capital could affect our growth.

As a REIT, we are required to distribute at least 90% of our taxable income. Our growth therefore is generally through the investment of new capital in real estate assets. As of December 31, 2024, we had $9.4 million of cash on hand and $280.7 million available under our unsecured revolving line of credit. We also have the ability to access the capital markets through the issuance of $390.3 million of common stock under our equity distribution agreements and an indeterminate amount through the issuance of debt and/or equity securities under an automatic shelf registration statement. We currently believe our liquidity and various sources of available capital are sufficient to fund operations and development commitments, meet debt service obligations, make dividend distributions, and finance potential investments. In the future, however, our ability to access the equity and/or debt markets could be limited. During such times, most of our available capital would be required to meet existing commitments. Limited access to the equity and/or debt markets could negatively impact our growth if we are unable to obtain additional capital, dispose of assets on favorable terms, or acquire health care properties on a competitive basis.

We could incur more debt.

We operate with a policy of incurring debt when it is advisable in the opinion of our Board of Directors. As of December 31, 2024, our indebtedness represented approximately 31.1% of our gross assets. We could incur additional debt by borrowing under our unsecured revolving line of credit, mortgaging properties we own, and/or issuing debt securities in public offerings or private transactions. The degree of indebtedness could affect our ability to obtain additional financing for working capital, capital expenditures, acquisitions, or other corporate purposes and make us more vulnerable to a downturn in business or the economy generally.

Covenants related to our indebtedness could limit our operations.

The terms of our current indebtedness as well as debt instruments that we enter into in the future are subject to customary financial and operational covenants. These include requiring us to maintain debt service coverage, leverage ratios, and minimum net worth requirements. We may be unable to maintain compliance with these covenants and, if we fail to do so, we may be unable to obtain waivers and/or amend the covenants. If some or all of our debt is accelerated and becomes immediately due and payable, we may be unable repay or refinance the debt. Our continued ability to incur debt and operate our business is subject to compliance with these covenants, which could limit operational flexibility.

An increase in market interest rates could increase our debt cost and impact our stock price.

We have entered into debt obligations, such as our unsecured revolving line of credit and term loans, with interest and related payments that vary with the movement of certain indices. In the future, we could incur additional indebtedness in connection with the entry into new credit facilities or the financing of acquisitions or development activity. If market interest rates increase, so could our interest costs. This could make the financing of any acquisition

Table of Contents more costly. Rising interest rates could limit our ability to refinance existing debt when it matures or cause us to pay higher interest rates upon refinancing. Further, the dividend yield on our common stock will influence its price. An increase in market interest rates could lead prospective purchasers of our common stock to expect a higher dividend yield, which could adversely affect the market price of our common stock.

Ownership through partnerships and joint ventures could limit property performance.

We have in the past and may in the future develop and/or acquire properties in partnerships and similar joint ventures, including those in which we own a preferred interest, when we believe circumstances warrant this type of investment. Our organizational documents do not limit the amount of available funds that we can invest in partnerships or other joint venture structures. As of December 31, 2024, we had eight active joint ventures with a total LTC equity investment of $378.6 million. Investments in partnerships and joint ventures, including limited liability companies, involve risks such as the following:

●	our partners could become bankrupt, in which event we and any other remaining partners would generally remain liable for the liabilities of the venture;
●	our partners could have economic or other business interests or goals which are inconsistent with our business objectives;
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●	our partners or co-members could be in a position to take action contrary to our instructions, requests or objectives, including our policy with respect to maintaining our qualification as a REIT; and
---	---
●	governing agreements often contain restrictions on the transfer of an interest or “buy-sell” or other provisions which could result in a purchase or sale of the interest at a disadvantageous time or on disadvantageous terms.
---	---

We generally will seek to maintain sufficient control of a partnerships or joint venture to permit us to achieve our business objectives. However, in the event that it fails to meet expectations or becomes insolvent, we could lose our investment in the partnership or joint venture.

Risks Related to Our Stock

A failure to maintain or increase our dividend could reduce the market price of our common stock.

The decision to declare and pay dividends on our common stock, as well as the timing, amount, and composition of any future dividends, will be at the sole discretion of our Board of Directors. The ability to maintain or raise the dividend on our common stock is dependent, to a large part, on growth of funds available for distribution. This growth in turn depends upon increased revenues from additional investments and loans, rental increases, and mortgage rate increases. Any change in our dividend policy could have an adverse effect on the market price of our common stock.

Your ownership percentage in our common stock could be diluted.

From time to time, we could issue additional shares of our common stock in connection with sales under our equity distribution agreements or other capital market transactions. These issuances could cause your percentage ownership in our common stock to be diluted in the future and could have a dilutive effect on our earnings per share and reduce the value of our common stock. Additionally, our charter authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, powers, privileges, preferences, including preferences over our common stock respecting dividends and distributions, terms of redemption and relative participation, optional or other rights, if any, of the shares of each such series of preferred stock and any qualifications, limitations or restrictions thereof, as our Board of Directors determines. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our common stock.

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Provisions in our charter limit ownership of shares of our stock.

No more than 50% in value of the outstanding shares of a REIT can be beneficially owned, directly or indirectly, by five or fewer individuals at any time during the last half of each taxable year. To ensure qualification under this test, our charter provide that, subject to exceptions, no person is permitted to beneficially own more than 9.8% of outstanding shares of any class or series of our stock, including our common stock. Our Board of Directors could decide to exempt a person from the 9.8% ownership limit unless doing so would result in the termination of our status as a REIT. Shares of our stock in excess of the 9.8% ownership limitation that lack an applicable exemption may lose rights to dividends and voting, and may be subject to redemption. Additionally, acquisition of any shares of our stock that would result in our disqualification as a REIT may be limited or void. The 9.8% ownership limitation also could have the effect of delaying, deferring, or preventing a change in control of us, including a merger or acquisition or tender offer that might provide a premium price for holders of our stock.

Maryland law could increase the difficulty of acquiring us.

Provisions of Maryland law, our charter, and our bylaws could have the effect of discouraging, delaying, or preventing transactions that involve an actual or threatened change in control. These provisions include the following:

●	The Maryland Business Combination Act provides that unless exempted, a Maryland corporation may not engage in business combinations, including mergers, dispositions of 10% or more of its assets, certain issuances of shares of stock, and other specified transactions, with an “interested stockholder” or an affiliate of an interested stockholder for five years after the most recent date on which the interested stockholder became an interested stockholder, and thereafter unless specified criteria are met. An interested stockholder is generally a person owning or controlling, directly or indirectly, 10% or more of the voting power of the outstanding stock of a Maryland corporation. Our Board of Directors has not exempted us from this statute.
●	The Maryland Control Share Acquisition Act provides that “control shares” of a corporation acquired in a control share acquisition shall have no voting rights except to the extent approved by the stockholders by a vote of two-thirds of the votes eligible to be cast on the matter under the Maryland Control Share Acquisition Act. “Control Shares” means shares of stock that, if aggregated with all other shares of stock previously acquired by the acquiror, would entitle the acquiror to exercise voting power in electing directors within certain ranges. If voting rights of control shares are not approved at a stockholder’s meeting, then subject to certain conditions and limitations, the issuer may redeem any or all of the control shares for fair value. Our bylaws contain a provision by which we have opted-out of the Maryland Control Share Acquisition Act. However, we could, by resolutions adopted by our Board of Directors and without stockholder approval, elect to become subject to the Maryland Control Share Acquisition Act.
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●

The Maryland Business Combination Act provides that unless exempted, a Maryland corporation may not engage in business combinations, including mergers, dispositions of 10% or more of its assets, certain issuances of shares of stock, and other specified transactions, with an “interested stockholder” or an affiliate of an interested stockholder for five years after the most recent date on which the interested stockholder became an interested stockholder, and thereafter unless specified criteria are met. An interested stockholder is generally a person owning or controlling, directly or indirectly, 10% or more of the voting power of the outstanding stock of a Maryland corporation. Our Board of Directors has not exempted us from this statute.

●

The Maryland Control Share Acquisition Act provides that “control shares” of a corporation acquired in a control share acquisition shall have no voting rights except to the extent approved by the stockholders by a vote of two-thirds of the votes eligible to be cast on the matter under the Maryland Control Share Acquisition Act. “Control Shares” means shares of stock that, if aggregated with all other shares of stock previously acquired by the acquiror, would entitle the acquiror to exercise voting power in electing directors within certain ranges. If voting rights of control shares are not approved at a stockholder’s meeting, then subject to certain conditions and limitations, the issuer may redeem any or all of the control shares for fair value. Our bylaws contain a provision by which we have opted-out of the Maryland Control Share Acquisition Act. However, we could, by resolutions adopted by our Board of Directors and without stockholder approval, elect to become subject to the Maryland Control Share Acquisition Act.

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These and other provisions of Maryland law could increase the difficulty of acquiring us, even if the acquisition would be in the best interests of our stockholders.

General Risk Factors

We are dependent on key personnel.

Our four executive officers and other senior officers have a significant role in our success. Our ability to retain our management group or to attract suitable replacements should any member of the management group leave is dependent on the competitive nature of the employment market. The loss of services from key members of the management group or a limitation in their availability could adversely affect our business and could be negatively perceived in the capital markets.

Our investments are concentrated in a single sector.

Our investments are concentrated in health care properties. A downturn in the health care property sector could have a greater adverse effect on our business and financial condition than if we had investments in multiple industries and sectors. A downturn in the health care property sector also could adversely impact the ability of our operators to

Table of Contents meet their obligations to us and maintain residents and occupancy rates. Additionally, a downturn in the health care property sector could adversely affect the value of our properties and our ability to sell properties at prices or on terms acceptable to us.

Disruptions in the capital markets could affect the price of our common stock and our ability to obtain financing.

The United States capital markets could experience significant price volatility, dislocations, and liquidity disruptions, due to global trade disputes and tariffs, international geopolitical events, and infectious disease outbreaks. This could cause market prices of many securities, including our common stock, to fluctuate substantially. Uncertainty in the stock and credit markets could negatively impact our ability to access financing at reasonable terms, which could negatively impact our ability to acquire properties and otherwise pursue our investment strategy. A prolonged downturn in the stock or credit markets could cause other unknown negative impacts on us and the economy.

Catastrophic weather and natural disasters could affect our properties.

Some of our properties are located in areas susceptible to catastrophic weather and natural disasters, including fires, snow or ice storms, windstorms or hurricanes, earthquakes, flooding, or other severe conditions. Adverse weather and natural events could cause damage to our properties. If our operators suffer losses from catastrophic weather or natural disasters, we could lose our invested capital and anticipated future revenue from the property.

We could incur costs associated with hazardous substances and contamination.

Under various federal, state, and local environmental laws, owners or operators of real estate could be required to investigate and remediate the effects of contamination of currently or formerly owned real estate by hazardous substances, often regardless of knowledge of or responsibility for the contamination. Although our operators are primarily responsible for the condition of the property they occupy, we also could be held liable to a governmental authority or to third parties for property damage, personal injuries, and for investigation and clean-up costs incurred in connection with the contamination or we could be required to incur additional costs to change how the property is constructed or operated due to presence of such substances. The presence of hazardous substances or a failure to properly remediate any resulting contamination could adversely affect our ability to lease, mortgage, or sell an affected property.

Information systems failures or data breaches could harm our business.

We and our operators rely on information systems to process, transmit, and store financial transactions and records, operator and lease data, and other confidential information. We are not aware of any material losses to our business or results of operations due to information system failures, data breaches, or cybersecurity incidents. However, information systems are vulnerable to threats, failures, breaches, or incidents due to improper functioning and unauthorized access from physical or electronic break-ins, computer viruses, and similar disruptions, including by hackers, foreign governments, and cyber terrorists. We and our operators rely on information technology and on numerous third-party providers for information technology services, and we and our operators face similar risks relating to these providers. We cannot be certain that their information system and cybersecurity protocols are sufficient to withstand a data breach or cybersecurity incident. The inability to maintain proper function, security, and availability of our and our operators’ information systems and the data maintained in those systems could interrupt our operations, damage our reputation, harm our business relationships, or increase our information systems, cybersecurity and insurance costs. The rapid evolution and increasing prevalence of artificial intelligence technologies may also increase our and our operators’ risks of information system failures, data breaches, or cybersecurity incidents. Further, an information system or cybersecurity threat, failure, data breach, or incident on an operator could impact their operations and ability to perform under the terms of their lease with us. While we maintain insurance coverage that may, subject to policy terms and conditions including deductibles, cover specific aspects of information system and cybersecurity risks, such insurance coverage may be insufficient to cover all losses. As information system and cybersecurity risks continue to evolve, we may be required to expend additional resources to continue to enhance our information system and cybersecurity measures and to investigate and remediate any information system and cybersecurity vulnerabilities.

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Data privacy security failures or breaches could expose us to regulatory and other liability.

We and our operators are subject to various federal and state laws governing privacy and security of personally identifiable information. Despite safeguards by us and our operators, a data privacy security failure or breach could occur as a result of unintentional or deliberate acts to obtain unauthorized access to information, or to destroy, manipulate, or sabotage data. Further, new technologies such as artificial intelligence may be more capable at evading safeguards. Information system threats, failures breaches, or incidents also could result in the loss or release of personally identifiable information. A privacy or cybersecurity failure or breach could cause a loss of business, regulatory enforcement, substantial legal liability, and reputational harm. Where the failure or breach affects an operator, this could jeopardize the operator’s ability to fulfill its obligations to us. Further, the adoption of new privacy and cybersecurity laws at the federal and state level could require us and our operators to incur significant compliance costs.

Item 1B. UNRESOLVED STAFF COMMENT S

None.

Item 1C. CYBERSECURITY

Cybersecurity is an integral part of risk management at our company. We have engaged a third-party cybersecurity firm along with our information technology director to monitor the cybersecurity risk facing our company and provide quarterly update to the Board of Directors (the “Board”). Cybersecurity is overseen by the Board and the Audit Committee of the Board (the “Audit Committee”). Pursuant to its charter, the Audit Committee has the responsibility and duty to review and discuss with management on a regular basis our company’s programs, policies and procedures related to information security and data protection, including data privacy and network security, as they relate to financial reporting. The Board and the Audit Committee receive reports on cybersecurity from management at least quarterly and more often as needed. These reports on cybersecurity typically encompasses the nature and threats, defense and detection capabilities, and training activities at our company.

We routinely provide education, such as simulated phishing campaigns, to our employees to mitigate material risks from cybersecurity threats. This education includes cybersecurity training for new employees and training modules sent monthly to all employees. We also use various authentication technologies and third-party monitoring to mitigate material risks from cybersecurity threats. We annually retain a third-party vendor to test our information systems security and we annually review information systems security protocols of our vendors that interact with our financial data. We maintain insurance coverage that may, subject to policy terms and conditions, including deductibles, cover particular aspects of cybersecurity risk, such as data breaches, ransomware, social engineering and computer system fraud. However, it is possible such coverage may not fully insure all future costs or losses associated with all types of cybersecurity incidents such as ransomware.

We are not aware of any material losses to our business or results of operations in the past three years due to information technology systems failures, data breaches, or other cybersecurity incidents.

Table of Contents Item 2. PROPERTIE S

Here and throughout this Annual Report on Form 10-K wherever we provide details of our properties’ bed/unit count, the number of beds/units applies to skilled nursing, assisted living, independent living, memory care and behavioral health care properties only. This number is based upon unit/bed counts shown on operating licenses provided to us by lessees/borrowers or units/beds as stipulated by lease/mortgage documents. These numbers often differ, usually not materially by property, from units/beds in operation at any point in time. The differences are caused by such things as operators converting a patient/resident room for alternative uses, such as offices or storage, or converting a multi-patient room/unit into a single patient room/unit. We monitor our properties on a routine basis through site visits and reviews of current licenses. In an instance where such change would cause a de-licensing of beds or in our opinion impact the value of the property, we may take action against the lessee/borrower to preserve the value of the property/collateral.

Owned Properties. The following table sets forth certain information regarding our owned properties as of December 31, 2024 (dollars amounts in thousands):


	****		****		****		****		****			****	Remaining	****			****
		No. of		No. of		No. of		No. of					Lease		Gross		****
Location		ALFs		SNFs		Others		Beds/Units		Encumbrances			Term ^(1)^		Investments		****
Alabama		—		1		—		174		$	—		16		$	10,419
Arizona		—		3		—		613			—		56			28,496
California		3		1		—		402			—		33			69,717
Colorado		12		—		—		657			—		62			102,381
Florida		—		4		—		456			—		22			32,865
Georgia		1		—		—		70			—		12			15,098
Illinois		5		—		—		418			—		52			89,662
Kansas		8		—		—		431			—		57			60,279
Kentucky		—		2		—		286			—		108			48,716
Michigan		2		—		—	^(2)^	156			—		5			22,671
Missouri		1		2		—		253			—		66			52,952
Nevada		—		—		1		118			—		62			11,062
New Jersey		3		—		—		166			—		36			59,059
New Mexico		—		5		—		608			—		16			42,920
N. Carolina		5		—		—		210			—		61			14,980
Ohio		8		2		—		822			—		81			144,353
Oklahoma		5		—		—		184			—		22			11,068
Oregon		2		1		—		285			—		53			38,279
S. Carolina		2		2		—		387			—		16			41,902
Tennessee		—		2		—		141			—		12			5,275
Texas		9		20		—		2,910			—		54			306,871
Virginia		—		4		—		500			—		13			30,209
Wisconsin		6		1		—		580			—		73			93,844
TOTAL		72		50		1		10,827		$	—		53		$	1,333,078
(1)	Weighted average remaining months in lease term as of December 31, 2024.
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(2)	Includes three parcels of land held-for-use.

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The following chart represents the 10 states with the highest percentage of gross investment for our owned properties as of December 31, 2024:

The following table sets forth certain information regarding our lease expirations for our owned properties as of December 31, 2024 (dollars amounts in thousands):


	****		****		****		****		****		****	Annualized		****	% of Annualized
		No. of		No. of		No. of		No. of		No. of		Rental			Rental Income
Year		ALFs		SNFs		Others		Beds/Units		Operators		Income ^(1)^			Expiring
2025		13		2		—		948		5		$	4,406		3.9	%
2026		7		15		—		2,216		6			18,694		16.4	%
2027		10		—		—		704		3			11,271		9.9	%
2028		1		14		—		1,848		4			13,125		11.5	%
2029		17		5		—		1,657		3			14,392		12.6	%
2030		6		5		1		1,063		4			15,427		13.5	%
2031		17		—		—		1,146		3			15,588		13.7	%
2032		—		5		—		429		1			6,168		5.5	%
2033		1		4		—		816		2			14,862		13.0	%
TOTAL		72		50		1		10,827				$	113,933		100.0	%
(1)	Represents annualized contractual GAAP rent for leased properties, excluding variable rental income from lessee reimbursement of our real estate taxes, for the month of December 2024 for investments as of December 31, 2024.
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Table of Contents Financing Receivables. The following table sets forth certain information regarding our financing receivables as of December 31, 2024 (dollar amounts in thousands):


	Type	Number	Number	Initial		Average						Annualized Interest
	of	of	of	Contractual		Months		Gross		LTC		Income from
State	Properties	Properties	Beds/Units	Cash Yield		to Maturity		Investments		Contributions		Financing Rec
FL	SNF	3	299	7.25	%	93	$	76,603	$	62,278	$	5,608
NC	ALF/MC	11	523	7.25	%	97		121,419		117,588		9,714
NC/SC	ILF/ALF/MC	13	523	7.25	%	114		122,460		64,450		9,502
NC	ALF	4	217	7.25	%	114		41,000		37,985		3,181
		31	1,562				$	361,482	$	282,301	$	28,005

Mortgage Loans. The following table sets forth certain information regarding our mortgage loans as of December 31, 2024 (dollars amounts in thousands):


	****		****		****		****		****	Average	****	Original		****			****	Current		****
		No. of		No. of		No. of		Interest		Months to		Face Amount			Gross			Annual Debt		****
Location		SNFs ^(1)^		ALFs ^(1)^		Beds/ Units		Rate		Maturity		of Mortgage Loans			Investments			Service ^(2)^		****
Florida		—		3		204		7.8%-8.8%		9		$	20,706		$	20,706		$	1,667
Illinois		1		—		150		8.8%		41			16,500			16,500			1,464
Michigan		21		1		2,661		8.8%-11.1%		222			278,197			267,778			28,955
North Carolina		—		1		45		7.25%		—			10,750			10,750			790
TOTAL		22		5		3,060				191		$	326,153		$	315,734		$	32,876
(1)	Consists of nine mortgage loans in four states with six borrowers. Additionally, during 2024, we committed to fund a $26,120 mortgage loan for the construction of a 116-unit independent living, assisted living and memory care community 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%.
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(2)	Includes principal and interest payments.

Item 3. LEGAL PROCEEDING S

We are and may become from time to time a party to various claims and lawsuits arising in the ordinary course of our business, which in our opinion are not singularly or in the aggregate anticipated to be material to our results of operations or financial condition. Claims and lawsuits may include matters involving general or professional liability asserted against the lessees or borrowers of our properties, which we believe under applicable legal principles are not our responsibility as a non-possessory landlord or mortgage holder. We believe that these matters are the responsibility of our lessees and borrowers pursuant to general legal principles and pursuant to insurance and indemnification provisions in the applicable leases or mortgages. We intend to continue to vigorously defend such claims and lawsuits.

Item 4. MINE SAFETY DISCLOSURE S

Not applicable

Table of Contents PART II

Item 5. MARKE T FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “LTC”.

Holders

As of February 18, 2025, we had approximately 393 holders of our common stock, as determined by counting our record holders and the number of participants reflected in a security position listing provided to us by the Depository Trust Company. Because such “DTC participants” are brokers and other institutions holding shares of our common stock on behalf of their customers, we do not know the actual number of unique stockholders represented by these record holders.

Dividend

We declared and paid total cash distributions on common stock as set forth below:


	Declared				Paid
	2024		2023		2024		2023
First quarter	$	0.57	$	0.57	$	0.57	$	0.57
Second quarter	$	0.57	$	0.57	$	0.57	$	0.57
Third quarter	$	0.57	$	0.57	$	0.57	$	0.57
Fourth quarter	$	0.57	$	0.57	$	0.57	$	0.57
	$	2.28	$	2.28	$	2.28	$	2.28

We intend to distribute to our stockholders an amount at least sufficient to satisfy the distribution requirements of a REIT. Cash flows from operating activities available for distribution to stockholders will be derived primarily from interest and rental payments from our real estate investments. All distributions will be made subject to approval of our Board of Directors and will depend on our earnings, our financial condition and such other factors as our Board of Directors deem relevant. In order to qualify for the beneficial tax treatment accorded to REITs by Sections 856 through 860 of the Internal Revenue Code, we are required to make distributions to holders of our shares equal to at least 90% of our REIT taxable income.

Issuer Purchases of Equity Securities

None.

Table of Contents Stock Performance Graph

The National Association of Real Estate Investment Trusts (“NAREIT”), an organization representing U.S. REITs and publicly traded real estate companies, classifies a company with 50% or more of assets directly or indirectly in the equity ownership of real estate as an equity REIT. Accordingly, LTC is considered an equity REIT.

This graph compares the cumulative total stockholder return on our common stock from December 31, 2019 to December 31, 2024 with the cumulative stockholder total return of (1) the Standard & Poor’s 500 Stock Index and (2) the NAREIT Equity REIT Index. The comparison assumes $100 was invested on December 31, 2019 in our common stock and in each of the foregoing indices and assumes the reinvestment of dividends.


		Period Ending
Index		12/31/19		12/31/20		12/31/21		12/31/22		12/31/23		12/31/24
LTC Properties, Inc.	$	100.00	$	92.44	$	86.19	$	95.26	$	92.16	$	105.93
NAREIT Equity	$	100.00	$	92.00	$	131.78	$	99.67	$	113.35	$	123.25
S&P 500	$	100.00	$	118.40	$	152.39	$	124.79	$	157.59	$	197.02

The stock performance depicted in the above graph is not necessarily indicative of future performance.

The stock performance graph shall not be deemed incorporated by reference into any filing by us under the Securities Act of 1933 or the Securities Exchange Act of 1934 except to the extent that we specifically incorporate such information by reference and shall not otherwise be deemed filed under such Acts.

Item 6. [Reserved ]

Table of Contents Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Executive Overview

Business and Investment Strategy

We are a real estate investment trust (“REIT”) that invests in seniors housing and health care properties through sale-leasebacks, financing leases, mortgage financing, joint ventures and structured finance solutions including preferred equity and mezzanine lending. We seek to create, sustain and enhance stockholder equity value and provide current income for distribution to stockholders through real estate investments in seniors housing and health care properties managed by experienced operators. Our primary seniors housing and health care property classifications include skilled nursing facilities (“SNF”), assisted living facilities (“ALF”), independent living facilities (“ILF”), memory care communities (“MC”) and combinations thereof. We also invest in other (“OTH”) types of properties, such as land parcels, projects under development (“UDP”) and behavioral health care hospitals. To meet these objectives, we attempt to invest in properties that provide opportunity for additional value and current returns to our stockholders and diversify our investment portfolio by geographic location, operator, property classification and form of investment.

We conduct and manage our business as one operating segment for internal reporting and internal decision-making purposes. For purposes of this Annual Report on Form 10-K and other presentations, we generally include ALF, ILF, and MC in the ALF property classification. We have been operating since August 1992.

The following graph summarizes our gross investments as of December 31, 2024:

Substantially all of our revenues and sources of cash flows from operations are derived from operating lease rentals, interest earned on outstanding loans receivable and income from investments in unconsolidated joint ventures. Our investments in owned properties, financing leases, mortgage loans, mezzanine loans and preferred equity investments represent our primary source of liquidity to fund distributions and are dependent upon the performance of the operators on their lease and loan obligations and the rates earned thereon. To the extent that the operators experience

Table of Contents 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. To mitigate this risk, we monitor our investments through a variety of methods determined by property type and operator. Our monitoring process includes periodic review of financial income statements for each facility, periodic review of operator credit, scheduled property inspections and review of covenant compliance.

In addition to our monitoring and research efforts, we also structure our investments to help mitigate payment risk. Some operating leases, financing leases and loans are credit enhanced by guaranties, security deposits and/or letters of credit. In addition, operating leases are typically structured as master leases and loans are generally cross-defaulted and cross-collateralized with other loans, operating leases or agreements between us and the operator and its affiliates.

Depending upon the availability and cost of external capital, we anticipate making additional investments in health care related properties. New investments are generally funded from cash on hand, temporary borrowings under our unsecured revolving line of credit and internally generated cash flows. Our investments generate internal cash from rent and interest receipts and principal payments on mortgage loans receivable. Permanent financing for future investments, which replaces funds drawn under our unsecured revolving line of credit, is expected to be provided through a combination of public and private offerings of debt and equity securities and secured and unsecured debt financing. The timing, source and amount of cash flows provided by financing activities and used in investing activities are sensitive to the capital markets’ environment, especially to changes in interest rates. Changes in the capital markets’ environment may impact the availability of cost-effective capital.

In 2025, we are evaluating and anticipating entering into structures provided in 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. Under a typical RIDEA structure, we would have certain oversight approval rights and the right to review operational and financial reporting information, but our operators will ultimately control the day-to-day business of the property. Offering RIDEA structures will be a further aspect of our traditional strategy of investing through vehicles such as triple-net leases, mortgage loans, and structured finance. We believe that RIDEA structures will provide us with additional investment opportunities. We also have identified several opportunities to cooperatively convert existing triple-net leases into RIDEA structures. To develop and implement RIDEA structures, we may need 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 focus will be determined by numerous factors, including our ability to identify suitable investments and our relationship with operators of RIDEA structures.

We believe our business model has enabled and will continue to enable us to maintain the integrity of our property investments, including in response to financial difficulties that may be experienced by operators. We have traditionally taken and will continue to take a conservative approach to managing our business, choosing to maintain liquidity and exercise patience until favorable investment opportunities arise.

Table of Contents

Portfolio Overview

The following tables summarize our real estate investment portfolio as of December 31, 2024 (dollar amounts in thousands):


								Twelve Months Ended
								December 31, 2024
		Number of				Percentage					Percentage
	Number of	SNF	ALF	Gross		of		Rental			of Total
Owned Properties	Properties ^(1)^	Beds^(2)^	Units ^(2)^	Investments		Investments		Revenue			Revenues
Assisted Living	72	—	4,360	$	723,010	34.6	%	$	51,537		28.3	%
Skilled Nursing	50	6,113	236		598,063	28.6	%		63,479		34.9	%
Other ^(3)^	1	118	—		12,005	0.6	%		1,124		0.6	%
Total Owned Properties	123	6,231	4,596		1,333,078	63.8	%		116,140	^(4)^	63.8	%

		Number of				Percentage		Interest Income			Percentage
	Number of	SNF	ALF		Gross	of		from Financing			of Total
Financing Receivables	Properties ^(1)^	Beds	Units		Investments	Investments		Receivable			Revenues
Assisted Living	28	—	1,263		284,879	13.6	%		16,052		8.8	%
Skilled Nursing	3	299	—		76,603	3.7	%		5,611		3.1	%
Total Financing Receivables	31	299	1,263		361,482	17.3	%		21,663		11.9	%

		Number of				Percentage		Interest Income			Percentage
	Number of	SNF	ALF		Gross	of		from Mortgage			of Total
Mortgage Loans	Properties ^(1)^	Beds	Units		Investments	Investments		Loans			Revenues
Assisted Living	5	—	334		44,209	2.1	%		3,540		1.9	%
Skilled Nursing	22	2,726	—		271,525	13.0	%		33,021		18.1	%
Total Mortgage Loans	27	2,726	334		315,734	15.1	%		36,561	^(5)^	20.0	%

		Number of				Percentage		Interest			Percentage
	Number of	SNF	ALF		Gross	of		and other			of Total
Notes Receivable	Properties ^(1)^	Beds	Units		Investments	Investments		Income			Revenues
Assisted Living	6	—	765		46,150	2.2	%		4,911		2.7	%
Skilled Nursing	—	—	—		1,567	0.1	%		353		0.2	%
Total Notes Receivable	6	—	765		47,717	2.3	%		5,264	^(5)^	2.9	%

		Number of				Percentage		Income from			Percentage
	Number of	SNF	ALF		Gross	of		Unconsolidated			of Total
Unconsolidated Joint Ventures	Properties ^(1)^	Beds	Units		Investments	Investments		Joint Ventures			Revenues
Assisted Living	2	—	376		19,340	1.0	%		1,558		0.9	%
Skilled Nursing	1	104	—		11,262	0.5	%		884		0.5
Total Unconsolidated Joint Ventures	3	104	376		30,602	1.5	%		2,442		1.4	%

Total Portfolio	190	9,360	7,334	$	2,088,613	100.0	%	$	182,070		100.0	%


		Number	Number of				Percentage
		of	SNF	ALF	Gross		of
Summary of Properties by Type		Properties ^(1)^	Beds ^(2)^	Units^(2)^	Investments		Investments
Assisted Living		113	—	7,098	$	1,117,588	53.5	%
Skilled Nursing		76	9,242	236		959,020	45.9	%
Other ^(3)^		1	118	—		12,005	0.6	%
Total Portfolio		190	9,360	7,334	$	2,088,613	100.0	%
(1)	We have investments in owned properties, properties we own accounted for as financing receivables, mortgage loans, notes receivable and unconsolidated joint ventures in 25 states to 30 different operators.
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(2)	See Item 2. Properties for discussion of bed/unit count.

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

(4)	Excludes $12,951 variable rental income from lessee reimbursement of our real estate taxes, $3,508 rental income from properties sold and the straight-line rent receivable write-off of $321 related to converting a lease to fair market rent.

(5)	Exclude interest income from mortgage and notes receivable loans of $8,655 and $2, respectively, that have been paid off.

As of December 31, 2024, we had $1.7 billion in carrying value of net investments, consisting of $925.8 million or 55.3% invested in owned and leased properties, $357.9 million or 21.4% invested in properties we own accounted for as financing receivables, $312.6 million or 18.7% invested in mortgage loans secured by first mortgages, $47.2 million or 2.8% in notes receivable and $30.6 million or 1.8% in unconsolidated joint ventures.

Table of Contents Rental income, income from financing receivables and interest income from mortgage loans represented 63.0%, 10.3% and 21.5%, respectively, of Total revenues on the Consolidated Statements of Income for the year ended December 31, 2024. In most instances, our lease structure, which pertains to owned properties and those properties we own accounted for as financing receivables, contains fixed annual rental escalations and/or annual rental escalations that are contingent upon changes in the Consumer Price Index. Certain leases have annual rental escalations that are contingent upon changes in the gross operating revenues of the property. This revenue is not recognized until the appropriate contingencies have been resolved.

For the year ended December 31, 2024, we recognized $2.3 million straight-line rental income and $0.8 million in amortization and write-off of lease incentives. For the remaining leases in place at December 31, 2024, assuming no modification or replacement of existing leases and no new leased investments are added to our portfolio, except for the potential subsequent lease extensions and the leases reported below under Update on Certain Operators, we currently expect that the non-cash straight-line rent portion of rental income will decrease from $2.3 million in 2024, which includes $3.2 million of one-time additional straight-line rental income related to restoring accrual basis accounting for two master leases, to a negative $2.9 million for projected annual 2025 representing an adjustment from higher cash rental income to lower GAAP rental income. Our cash rental income is projected to decrease from $131.1 million in 2024 to $130.7 million for projected annual 2025 due to properties sold. In place cash rents are expected to increase by 3.2%. At December 31, 2024, the straight-line rent receivable balance on the consolidated balance sheet was $21.5 million.

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

During 2024, an operator notified us of its election not to exercise the renewal option on a master lease covering seven skilled nursing centers in California (1), Florida (2), and Virgina (4). The master lease matures in January 2026 and provides two 5-year renewal options. The operator is obligated to pay rent on the portfolio through maturity and is current on rent obligations through February 2025. Subsequent to December 31, 2024, we engaged a broker to sell or re-lease some or all of the properties in the portfolio.

Lease Renewals and Extensions during 2024:

(a)

A master lease covering 11 skilled nursing centers located in Texas with a total of 1,444 beds was amended to extend the lease term to December 31, 2028, with two five-year renewal options. The annual rent increased from $8.0 million to $9.0 million for 2024. Rent will increase to $9.5 million in 2025, and $10.0 million in 2026, escalating 3.1% annually thereafter. As a condition of the amended master lease, the operator paid $12.1 million during 2024, towards its $13.5 million working capital note. The remaining $1.4 million balance of the working capital note is interest-free and will be repaid in installments through 2028.

(b)

Another operator exercised its renewal option under its master lease for five years, from March 2025 through February 2030. Annual cash rent for 2024 was $8.0 million escalating 2.5% annually. The master lease covers 666 beds across four skilled nursing centers, three in Texas and one in Wisconsin, and a behavioral health care hospital in Nevada.

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Table of Contents Update on Certain Operators

ALG Senior Living

During the third quarter of 2022, a portfolio of 12 assisted living communities was temporarily transitioned to ALG Senior Living (“ALG”) under a two-year master lease. The temporary transition allowed us to find a more permanent solution for the portfolio as follows (dollar amounts in thousands):


		Type	Number	Number
Lease		of	of	of		Lease
Commencement	State	Property	Properties	Beds/Units		Term
January 2024	GA, SC	ALF	2	159		Two years
April 2024	TX	ALF	1	56		Two years
			3	215

		Type	Number	Number
		of	of	of		Sales		Net
Year sold	State	Property	Properties	Beds/Units		Price		Proceeds
2023	FL	ALF	1	70	$	4,850	$	4,147
2023	MS	ALF	1	67		1,650		1,419
2024	TX	ALF	5	208		1,600		892
2024	TX	ALF	2	—		500		389
			9	345	$	8,600	$	6,847

Total			12	560

During the second quarter of 2024, we funded an additional $5.5 million under a mortgage loan receivable due from an ALG affiliate secured by 13 independent living, assisted living and memory care communities located in North Carolina (12) and South Carolina (1). We then entered into a newly formed $122.5 million joint venture with ALG, whereby we exchanged our $64.5 million mortgage loan receivable for a 53% controlling interest in the JV. Concurrently, ALG contributed these properties to the joint venture for a 47% non-controlling interest. The properties were recorded at fair value, and the fair value of certain properties was determined using the income approach. The JV leased the properties to an ALG affiliate under a 10-year master lease, with two five-year renewal options and provided the seller-lessee with a purchase option exercisable through 2028, with an exit IRR of 8.0%.

During the second quarter of 2024, we also funded an additional $2.8 million under a mortgage loan receivable due from an ALG affiliate secured by four assisted living communities located in North Carolina. We then entered into another newly formed $41.0 million joint venture with ALG, whereby we exchanged $38.0 million of mortgage loan receivables for a 93% controlling interest in the JV. Concurrently, ALG contributed these properties and a parcel of land to the joint venture for a 7.0% non-controlling interest. The properties were recorded at fair value, and the fair value of the properties was determined using the income approach. The JV leased the properties to an ALG affiliate under a 10-year master lease, with two five-year renewal options and provided the seller-lessee with a purchase option exercisable through 2028, with an exit IRR of 8.0%. All of our investments with ALG are now cross-defaulted and cross-collateralized, providing us with added security.

We determined that these joint venture transactions meet the criteria to be presented as financing receivables and that we exercise power over and receive benefits from each of these joint ventures, thus consolidated them as Financing Receivables on our Consolidated Balance Sheets.

Additionally, we have a controlling interest in a separate consolidated JV with ALG. These communities are located in North Carolina and are accounted for as financing receivables. During the second quarter of 2024, we deferred a portion of consolidated JV income totaling $3.0 million for May through December 2024. We also agreed to reduce rent from a lease on an assisted living community in South Carolina operated by ALG to $0 for May through December 2024, with quarterly market-based rent resets thereafter. We wrote-off $321,000 of straight-line rent receivable related to this lease during the three months ended June 30, 2024. During the fourth quarter of 2024, the property was transitioned to an operator new to us under a two-year lease, with a one-year extension option. The initial rent for the first three

Table of Contents months is zero, with quarterly market-based resets. The new lease includes a purchase option that can be exercised between September and November of 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 upon revenues and assets representing 15.6% of our total revenues and 14.6% of our total assets as of December 31, 2024.

During the fourth quarter of 2023, we amended the mortgage loan with Prestige which was subject to the previously agreed upon interest deferral. Effective January 1, 2024, the minimum mortgage interest payment due to us is based on an annual current pay rate of 8.5% on the outstanding loan balance. The contractual interest rate on the loan, at the time of the amendment of 10.8% remained unchanged. The amendment also provides us the right to draw on Prestige’s security to pay the difference between the contractual rate and current pay rate.

During the year ended December 31, 2024, Prestige increased the security by $6.9 million from its receipt of retroactive Medicaid funds. We received full contractual interest through December 2024 from payments received from Prestige after applying $4.3 million of its security. We expect to receive full contractual cash interest through at least 2025.

Other Operators

Furthermore, subsequent to December 31, 2024, a master lease covering two skilled nursing centers in Tennessee that was scheduled to mature in December 2025, was amended extending the maturity to December 31, 2026 and the master lease purchase option window which expired on December 31, 2024, was extended for another year to December 31, 2025.

Table of Contents

2024 Transactions Overview

The following tables summarize our transactions in 2024 (dollar amounts in thousand):

Investment in Improvement Projects


	Amount
Assisted Living Communities	$	12,431
Skilled Nursing Centers		1,246
Total	$	13,677

Properties Sold


		Type	Number		Number
		of	of		of		Sales			Carrying		Net
State		Properties	Properties		Beds/Units		Price			Value		(Loss) Gain ^(2)^
Colorado		ALF	1		—	$	5,250		$	4,058	$	1,097
Florida		ALF	1		60		4,500			4,579		(289)
Texas		ALF	5		208		1,600			1,282		(390)
Texas		ALF	2		—		500			389		—
Texas		ALF	1		80		7,959	^(3)^		4,314		3,635
Wisconsin		ALF	1		110		20,193	^(4)^		16,195		3,986
n/a		n/a	—		—		—			—		(60)	^(5)^
			11	^(1)^	458	$	40,002		$	30,817	$	7,979
(1)	Subsequent to December 31, 2024, we sold a 29-unit assisted living community in Oklahoma for $670. Upon sale, the property was removed from a master lease covering five assisted living communities in Oklahoma and rent under the master lease was not reduced as a result of the sale. At December 31, 2024, the community was classified as held-for-sale.
---	---

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

(3)	As part of the negotiated sale, we received an additional $441 representing rental income through lease maturity in January 2025.

(4)	Represents the price to sell our portion of interest in a JV, net of the JV partner’s $2,305 contributions in the joint venture.

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

Investment in Financing Receivables


		2024
Investment and funding under financing receivables		$	163,557	^(1)^
Amortization of capital costs			(87)
Provision for loan loss reserve			(1,635)	^(1)^
		$	161,835
(1)	During the second quarter of 2024, we entered into a newly formed $122,460 JV with ALG, whereby we exchanged our $64,450 mortgage loan receivable due from an ALG affiliate for a 53% controlling interest in the JV. This mortgage loan was secured by 13 ALFs and MCs located in North Carolina (12) and South Carolina (1). Concurrently, ALG contributed these properties to the joint venture for a 47% non-controlling interest. The properties were recorded at fair value, and the fair value of certain properties was determined using the income approach. The JV leased the properties to an ALG affiliate under a 10-year master lease, with two five-year renewal options and provided the seller-lessee with a purchase option exercisable through 2028, with an exit IRR of 8.0%. During the second quarter of 2024, we also entered into another newly formed $41,000 JV with ALG, whereby we exchanged $37,985 mortgage loan receivables due from an ALG affiliate for a 93% controlling interest in the JV. This mortgage loan was secured by four ALFs located in North Carolina. Concurrently, ALG contributed these properties and a parcel of land to the joint venture for a 7% non-controlling interest. The properties were recorded at fair value, and the fair value of the properties was determined using the income approach. The JV leased the properties to an ALG affiliate under a 10-year master lease, with two five-year renewal options and provided the seller-lessee with a purchase option exercisable through 2028, with an exit IRR of 8.0%.
---	---

(2)	We recorded an aggregate provision for credit losses of $1,635 equal to 1.0% of the combined balance of joint venture investments as explained above.

Table of Contents

Investment in Mortgage Loans


		Amount
Originations and funding under mortgage loans receivable		$	21,833	^(1)^
Exchange of mortgage loans for controlling interests in joint ventures accounted for as financing receivables			(102,435)	^(2)^
Pay-offs received			(85,204)	^(3)^
Application of interest reserve			169
Scheduled principal payments received			(701)
Mortgage loan premium amortization			(8)
Recovery of loan loss reserve			1,663
Net decrease in mortgage loans receivable		$	(164,683)
(1)	The following funding occurred during 2024:
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(a)

$12,753 under a $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. Our remaining commitment is $6,747. 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;

(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). During the three months ended June 30, 2024, we exchanged this $64,450 mortgage loan receivable for a controlling interest in a JV investment with an ALG affiliate. See Financing Receivables above for more information;

(c)	$2,766 of additional funding under a mortgage loan receivable agreement with an ALG affiliate secured by four ALFs in North Carolina. During the three months ended June 30, 2024, we exchanged this $37,985 mortgage loan receivable for a controlling interest in a JV investment with an ALG affiliate. See Financing Receivables above for more information; and

(d)	$768 of additional funding under various loans.

(2)	The following occurred:

(a)	$64,450 mortgage loan receivable due from an ALG affiliate was exchanged for a controlling interest in a JV. See (1)(b) above for more information; and

(b)	$37,985 mortgage loan receivable due from an ALG affiliate was exchanged for a controlling interest in a JV. See (1)(c) above for more information.

(3)	The following payoffs/paydowns were received during 2024:
(a)	The payoff of a $51,111 mortgage loan receivable secured by a 203-unit ILF, ALF and MC in Georgia;
---	---

(b)	The payoff of a $2,013 mortgage loan secured by a parcel of land in Missouri;

(c)	The payoff of a $29,347 mortgage loan secured by a 189-bed SNF in Louisiana; and

(d)	A partial principal paydown of $2,733 related to the sale of a SNF securing the mortgage loan previously secured by 15 SNFs in Michigan.

Investment in Unconsolidated Joint Ventures

During 2024, we originated a $12.7 million mortgage loan to a current operator secured by a SNF/ALF campus in Texas. The investment commitment amount includes $11.2 million funded during 2024, an interest reserve of $0.8 million and a capital expenditure reserve of $0.8 million. In accordance with GAAP, this mortgage loan was determined to be an acquisition, development and construction (“ADC”) loan and is accounted for as an unconsolidated JV. The campus has 104 beds (70 skilled nursing and 34 assisted living). The five-year mortgage loan is interest-only.

Table of Contents Investment in Notes Receivable


		Amount
Advances under notes receivable		$	340
Principal payments received under notes receivable			(13,434)	^(1)^
Write-off of notes receivable			(290)	^(2)^
Recovery of credit losses			134
Net decrease in notes receivable		$	(13,250)
(1)	During 2024, we received $12,103 towards the paydown of a $13,531 working capital note. The remaining $1,428 balance of the working capital note is interest free and will be repaid in installments through 2028. Additionally, we received an aggregate of $1,331 related to the payoff of three working capital notes.
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(2)	During 2024, we wrote-off an uncollectible working capital notes.

Key Performance Indicators, Trends and Uncertainties

We utilize several key performance indicators to evaluate the various aspects of our business. These indicators are discussed below and relate to concentration risk and credit strength. Management uses these key performance indicators to facilitate internal and external comparisons to our historical operating results in making operating decisions and for budget planning purposes.

Concentration Risk. We evaluate by gross real estate investment our concentration risk in terms of asset mix, real estate investment mix, operator mix and geographic mix. Concentration risk is valuable to understand what portion of our real estate investments could be at risk if certain sectors were to experience downturns. Asset mix measures the portion of our real estate investments that are real property or mortgage loans. Investment mix measures the portion of our investments that relate to our various property types. Operator mix measures the portion of our real estate investments that relate to our top five operators. Geographic mix measures the portion of our real estate investment that relate to our top five states.

Table of Contents The following table reflects our recent historical trends of concentration risk (gross investment, in thousands):



		12/31/24		9/30/24		6/30/24		3/31/24		12/31/23
Asset mix:
Real property		$	1,333,078	$	1,342,188	$	1,342,069	$	1,342,921	$	1,379,332
Financing receivables			361,482		361,504		361,525		197,990		198,012
Mortgage Loan receivables			315,734		364,414		393,375		485,095		482,080
Notes receivable			47,717		48,173		58,995		60,551		61,101
Unconsolidated joint ventures			30,602		30,602		30,504		19,340		19,340
Real estate investment mix:
Assisted living communities		$	1,117,588	$	1,165,395	$	1,166,053	$	1,096,573	$	1,133,543
Skilled nursing centers			959,020		959,482		1,001,532		991,540		991,492
Other ^(1)^			12,005		12,005		12,005		14,844		14,830
Under development			—		9,999		6,878		2,940		—
Operator mix:
ALG Senior		$	295,629	$	307,308	$	307,308	$	249,882	$	298,816
Prestige Healthcare ^(1)^			269,022		269,345		272,081		272,338		272,465
Encore Senior Living			195,276		191,988		187,645		183,345		179,753
HMG Healthcare, LLC			166,716		166,833		176,877		178,422		178,422
Anthem Memory Care, LLC			156,407		156,407		156,407		156,407		156,312
Remaining operators			1,005,563		1,055,000		1,086,150		1,065,503		1,054,097
Geographic mix:
Texas		$	318,133	$	323,737	$	328,428	$	320,214	$	328,467
North Carolina			301,468		301,142		300,893		234,918		234,665
Michigan			290,450		287,795		287,389		283,708		280,857
Ohio			144,353		144,229		143,115		142,897		142,669
Florida			130,174		130,196		130,218		130,240		137,941
Remaining states			904,035		959,782		996,425		993,920		1,015,266
(1)	As of December 31, 2024, we have three parcels of land. These parcels are located adjacent to properties securing the Prestige Healthcare mortgage loan and are managed by Prestige.
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Credit Strength. We measure our credit strength both in terms of leverage ratios and coverage ratios. Our leverage ratios include debt to gross asset value and debt to market capitalization. The leverage ratios indicate how much of our Consolidated Balance Sheet capitalization is related to long-term obligations. Our coverage ratios include interest coverage ratio and fixed charge coverage ratio. The coverage ratios indicate our ability to service interest and fixed charges (interest). The coverage ratios are based on earnings before interest, taxes, depreciation and amortization for real estate (“EBITDAre”) as defined by National Association of Real Estate Investment Trusts (“NAREIT”). EBITDAre 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 EBITDAre is calculated as EBITDAre adjusted for non-recurring items. Leverage ratios and coverage ratios are widely used by investors, analysts and rating agencies in the valuation, comparison, rating and investment recommendations of companies. The following table reflects the recent historical trends for our credit strength measures:

Table of Contents Balance Sheet Metrics


		Year Ended		Quarter Ended
		12/31/24		12/31/24			9/30/24			6/30/24			3/31/24			12/31/23
Debt to gross asset value		31.1	%	31.1	%	^(1)^	34.5	%	^(1)^	37.6	%	^(6)^	38.9	%	^(1)^	39.5	%
Debt to market capitalization ratio		30.3	%	30.3	%	^(2)^	32.3	%	^(4)^	36.5	%	^(7)^	37.9	%	^(9)^	39.2	%
Interest coverage ratio ^(11)^		4.0	x	4.7	x	^(3)^	4.2	x	^(5)^	3.7	x	^(8)^	3.5	x	^(10)^	3.3	x
Fixed charge coverage ratio ^(11)^		4.0	x	4.7	x	^(3)^	4.2	x	^(5)^	3.7	x	^(8)^	3.5	x	^(10)^	3.3	x
(1)	Decreased due to decrease in outstanding debt partially offset by decrease in gross asset value.
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(2)	Decreased due to decrease in outstanding debt partially offset by decrease in market capitalization from lower stock price.

(3)	Increased due to decrease in interest expense and increase in rental income partially offset by decrease in other income.

(4)	Decreased due to decrease in outstanding debt and increase in market capitalization resulting from the sale of common stock under our Equity Distribution Agreements as well as increase in stock price.

(5)	Increase due to decrease in interest expense and increase in rental and other income.

(6)	Decreased due to increase in gross asset value.

(7)	Decreased due to increase in market capitalization.

(8)	Increased primarily due to increase in rental income from acquisitions, contractual rent increases and annual escalations.

(9)	Decreased due to decrease in outstanding debt and increase in market capitalization from issuance of common stock.

(10)	Increased due to decrease in interest expense.

(11)

In calculating our interest coverage and fixed charge coverage ratios above, we use EBITDAre, which is a financial measure not derived in accordance with GAAP (non-GAAP financial measure). EBITDAre and Adjusted EBITDAre are not alternatives to net income, operating income or cash flows from operating activities as calculated and presented in accordance with GAAP. You should not rely on EBITDAre and Adjusted EBITDAre as a substitute for any such GAAP financial measures or consider it in isolation, for the purpose of analyzing our financial performance, financial position or cash flows. Net income is the most directly comparable GAAP measure to EBITDAre and Adjusted EBITDAre.

Table of Contents


		Year to Date			Quarter Ended
		12/31/24			12/31/24			9/30/24			6/30/24			3/31/24			12/31/23
Net income		$	94,879		$	19,590		$	30,862		$	19,738		$	24,689		$	28,670
Less: Gain on sale			(7,979)			(1,097)			(3,663)			32			(3,251)			(16,751)
Add: Impairment loss			6,953			6,953			—			—			—			3,265
Add: Interest expense			40,336			8,365			10,023			10,903			11,045			12,419
Add: Depreciation and amortization			36,367			9,194			9,054			9,024			9,095			9,331
EBITDAre			170,556			43,005			46,276			39,697			41,578			36,934
(Less)/Add : Non-recurring one-time items			(8,907)	^(1)^		(3,379)	^(2)^		(4,173)	^(3)^		1,022	^(4)^		(2,377)	^(5)^		3,561	^(6)^
Adjusted EBITDAre		$	161,649		$	39,626		$	42,103		$	40,719		$	39,201		$	40,495

Interest expense		$	40,336		$	8,365		$	10,023		$	10,903		$	11,045		$	12,419

Interest coverage ratio			4.0	x		4.7	x		4.2	x		3.7	x		3.5	x		3.3	x

Interest expense		$	40,336		$	8,365		$	10,023		$	10,903		$	11,045		$	12,419
Total fixed charges		$	40,336		$	8,365		$	10,023		$	10,903		$	11,045		$	12,419

Fixed charge coverage ratio			4.0	x		4.7	x		4.2	x		3.7	x		3.5	x		3.3	x
(1)	Includes explanations (2)-(5) below.
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(2)	Includes a one-time additional straight-line income of $3,158 related to restoring accrual basis accounting for two master leases, recovery of credit losses of $511 related to a mortgage loan receivable write-off, partially offset by $290 provision for credit losses related to the write-off of an uncollectible loan receivable.

(3)	Includes an aggregate one-time income of $4,493 received from three former operators, the recovery of provisions for credit losses of $293 related to a mortgage loan receivable payoff, partially offset by the uncollectible effective interest write-off of $613 related to the partial paydown of a mortgage loan receivable.

(4)	Includes $321 write-off of an uncollectible straight-line rent receivable, $1,635 provision for credit losses related to acquisitions totaling $163,460 accounted for as financing receivables, partially offset by $934 recovery of provision for credit losses related to the payoffs of mortgage loan receivables.

(5)	Represents the repayment of an operator rent credit received from the buyer/lessee in connection with the sale of a 110-unit ALF in Wisconsin.

(6)	Represents the write-off of an uncollectible working capital note related to the sale and transition of 10 ALFs.

We evaluate our key performance indicators in conjunction with current expectations to determine if historical trends are indicative of future results. Our expected results may not be achieved and actual results may differ materially from our expectations. This may be a result of various factors, including, but not limited to:

●	the status of the economy;
●	the status of capital markets, including prevailing interest rates;
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●	compliance with and changes to regulations and payment policies within the health care industry;
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●	changes in financing terms;
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●	competition within the health care and seniors housing industries;
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●	changes in federal, state and local legislation; and
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●	the duration, spread and severity of a public health crises such as a pandemic.
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Management regularly monitors the economic and other factors listed above. We develop strategic and tactical plans designed to improve performance and maximize our competitive position. Our ability to achieve our financial objectives is dependent upon our ability to effectively execute these plans and to appropriately respond to emerging economic, health care and company-specific trends.

Table of Contents Operating Results

Year ended December 31, 2024 compared to year ended December 31, 2023 (in thousands):


		Years ended December 31,
		2024			2023			Difference
Revenues:
Rental income		$	132,278		$	127,350		$	4,928	^(1)^
Interest income from financing receivables			21,663			15,243			6,420	^(2)^
Interest income from mortgage loans			45,216			47,725			(2,509)	^(3)^
Interest and other income			10,690			6,926			3,764	^(4)^
Total revenues			209,847			197,244			12,603

Expenses:
Interest expense			40,336			47,014			6,678	^(5)^
Depreciation and amortization			36,367			37,416			1,049	^(6)^
Impairment loss			6,953	^(7)^		15,775	^(8)^		8,822
Provision for credit losses			741			5,678			4,937	^(9)^
Transaction costs			819			1,144			325
Property tax expense			12,930			13,269			339
General and administrative expenses			27,243			24,286			(2,957)	^(10)^
Total expenses			125,389			144,582			19,193

Other operating income:
Gain on sale of real estate, net			7,979	^(11)^		37,296	^(12)^		(29,317)
Operating income			92,437			89,958			2,479
Income from unconsolidated joint ventures			2,442			1,504			938	^(13)^
Net income			94,879			91,462			3,417
Income allocated to non-controlling interests			(3,839)			(1,727)			(2,112)	^(2)^
Net income attributable to LTC Properties, Inc.			91,040			89,735			1,305
Income allocated to participating securities			(682)			(587)			(95)
Net income available to common stockholders		$	90,358		$	89,148		$	1,210
(1)	Increased due to $3,158 one-time additional straight-line rental income related to restoring accrual basis accounting for two master leases, $2,377 repayment of rent credit in connection with the sale of our interest in a consolidated JV, rental income from acquisitions, annual rent escalations, partially offset by portfolio transitions and property sales.
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(2)	Increased primarily due to exchange of two mortgage loan receivables during the second quarter of 2024 for controlling interests in two newly formed JVs that are accounted for as financing receivables.

(3)	Decreased primarily due to explanation (2) above and payoffs, partially offset by mortgage loan originations.

(4)	Increased primarily due to aggregate one-time income of $4,052 received from two former operators, partially offset by working capital note payoffs.

(5)	Decreased due to lower outstanding balance on our revolving line of credit and scheduled principal paydowns on our senior unsecured notes.

(6)	Decreased due to properties sold.

(7)	Represents the impairment loss in connection with the anticipated closure of two assisted living communities totaling 95 units in Ohio and Texas and the subsequent sale of a 29-unit assisted living community located in Oklahoma.

(8)

Represents the impairment loss in connection with the negotiations to sell seven assisted living communities totaling 248 units in Texas and the impairment loss related to three assisted living communities totaling 197 units in Florida and Mississippi due to entering into purchase and sale agreements with sales prices lower than the communities’ carrying values. These properties were sold during 2023 and 2024.

(9)	Decreased primarily due to the $3,561 write-off of an uncollectible working capital loan in 2023 and loan and note payoffs, offset by explanation (2) above.

(10)	Increased due to higher costs related to properties transitioned to new operators, incentive compensation charges, public company costs and the timing of certain expenditures.

(11)	Represents the gain on sale of an 80-unit ALF in Texas, a 110-unit community in Wisconsin and three closed properties located in Texas (two) and Colorado (one), partially offset by the aggregate loss on sale of 6 ALFs located in Texas (five) and Florida (one).

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(12)	Represents the aggregate net gain on sale related to 19 ALFs located in Florida (five), Kentucky (one), Mississippi (one), Nebraska (three), New Jersey (one), Oklahoma (one), Pennsylvania (two) and South Carolina (three) and two SNFs in New Mexico during 2023.

(13)	Increased due to additional income from origination of a $12,700 mortgage loan receivable secured by a SNF/ALF in Texas. In accordance with GAAP, this mortgage loan receivable was determined to be an acquisition, development and construction (“ADC”) loan and is accounted for as an unconsolidated JV.

Table of Contents

Year ended December 31, 2023 compared to year ended December 31, 2022 (in thousands):


		Years ended December 31,								^^
		2023			2022			Difference		^^
Revenues:
Rental income		$	127,350		$	128,244		$	(894)	^(1)^
Interest Income from financing receivables			15,243			1,762			13,481	^(2)^
Interest income from mortgage loans			47,725			40,600			7,125	^(3)^
Interest and other income			6,926			4,547			2,379	^(4)^
Total revenues			197,244			175,153			22,091

Expenses:
Interest expense			47,014			31,437			(15,577)	^(5)^
Depreciation and amortization			37,416			37,496			80
Impairment loss			15,775	^(6)^		3,422	^(7)^		(12,353)
Provision for credit losses			5,678			1,528			(4,150)	^(8)^
Transaction costs			1,144			828			(316)	^(9)^
Property tax expense			13,269			15,486			2,217
General and administrative expenses			24,286			23,706			(580)	^(10)^
Total expenses			144,582			113,903			(30,679)

Other operating income:
Gain on sale of real estate, net			37,296	^(11)^		37,830	^(12)^		(534)
Operating income			89,958			99,080			(9,122)
Income from unconsolidated joint ventures			1,504			1,504			—
Net income			91,462			100,584			(9,122)
Income allocated to non-controlling interests			(1,727)			(560)			(1,167)	^(13)^
Net income attributable to LTC Properties, Inc.			89,735			100,024			(10,289)
Income allocated to participating securities			(587)			(580)			(7)
Net income available to common stockholders		$	89,148		$	99,444		$	(10,296)
(1)	Decreased due to decrease in property tax revenue and decrease in rental income from property sales, partially offset by increase in rental income from acquisitions and annual rent escalations.
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(2)

Increased due to revenue from the acquisition of 11 ALFs and MCs located in North Carolina for $121,321 during the first quarter of 2023 and the acquisition of three SNFs located in Florida for $75,825 during the third quarter of 2022. In accordance with ASC 842, these transactions are accounted for as financing receivables. See Note 5. Real Estate Investments within our consolidated financial statements for more information.

(3)	Increased primarily due to mortgage loan originations during the first and second quarter of 2023 and the second quarter of 2022, interest escalations and additional funding under mortgage loans.

(4)	Increased primarily due to origination of a $17,000 mezzanine loan during the third quarter of 2023, prepayment fees received in connection with the payoff of two mezzanine loans during the first quarter of 2023, partially offset by lower income from loan payoffs.

(5)	Increased primarily due to higher interest rates and higher outstanding balance on our revolving line of credit primarily used for investing.

(6)	Related to seven ALFs in Texas, two ALFs in Florida and one ALF in Mississippi.

(7)	Related to one ALF in Kentucky, one ALF in Florida and a closed MC located in Florida.

(8)	Increased due to the $3,561 write-off of an uncollectible working capital loan and more originations during 2023 compared to 2022.

(9)	Decreased primarily due to property tax reassessment and properties sold partially offset by acquisitions.

(10)	Increased due to higher compensation charges and increases in overall costs due to inflationary pressures.

(11)	Represents the aggregate net gain on sale related to 19 ALFs located in Florida (five), Kentucky (one), Mississippi (one), Nebraska (three), New Jersey (one), Oklahoma (one), Pennsylvania (two) and South Carolina (three) and two SNFs in New Mexico during 2023.

(12)	Represents the aggregate net gain on sale related to three ALFs (one located in Virginia and two located in California), one SNF located in California and a closed SNF in Texas.

(13)	Increase due to our investment into two joint ventures during 2023.

Table of Contents Funds From Operations

Funds from Operations (“FFO”) attributable to common stockholders, basic FFO attributable to common stockholders per share and diluted FFO attributable to common stockholders per share are supplemental measures of a REIT’s financial performance that are not defined by GAAP. Real estate values historically rise and fall with market conditions, but cost accounting for real estate assets in accordance with GAAP assumes that the value of real estate assets diminishes predictably over time. We believe that by excluding the effect of historical cost depreciation, which may be of limited relevance in evaluating current performance, FFO facilitates comparisons of operating performance between periods.

We use FFO as a supplemental performance measurement of our cash flow generated by operations. FFO does not represent cash generated from operating activities in accordance with GAAP, and is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to net income available to common stockholders.

We calculate and report FFO in accordance with the definition and interpretive guidelines issued by NAREIT. FFO, as defined by NAREIT, means net income available to common stockholders (computed in accordance with GAAP) excluding gains or losses on the sale of real estate and impairment write-downs of depreciable real estate plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Our calculation of FFO may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that have a different interpretation of the current NAREIT definition from us; therefore, caution should be exercised when comparing our FFO to that of other REITs.

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



	For the Year Ended December 31,
	2024		2023		2022
GAAP net income available to common stockholders	$	90,358	$	89,148	$	99,444
Add: Depreciation and amortization		36,367		37,416		37,496
Add: Impairment loss		6,953		15,775		3,422
Less: Gain on sale of real estate, net		(7,979)		(37,296)		(37,830)
NAREIT FFO attributable to common stockholders		125,699	$	105,043	$	102,532
NAREIT FFO attributable to common stockholders per share:
Effect of dilutive securities:
Add: Participating securities		682		587		580
NAREIT Diluted FFO attributable to common stockholders	$	126,381	$	105,630	$	103,112

Weighted average shares used to calculate NAREIT FFO per share:
Shares for basic net income per share		43,743		41,272		39,894
Effect of dilutive securities:
Performance-based stock units		498		86		173
Participating securities		296		256		229
Total effect of dilutive securities		794		342		402
Shares for diluted FFO per share		44,537		41,614		40,296

Critical Accounting Policies and Estimates

Our accounting policies are more fully described under Item 8. FINANCIAL STATEMENTS— Footnote 2. Summary of Significant Accounting Policies. As discussed in Footnote 2, the preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions about future events that affect the amounts reported in our consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Listed below are those policies and estimates that we believe are critical and require the use of significant judgement in their application.

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Impairment of Long-Lived Assets

Assets that are classified as held-for-use are periodically evaluated for impairment when events or changes in circumstances indicate that the asset may be impaired or the carrying amount of the asset may not be recoverable through future undiscounted cash flows. Where indicators of impairment exist, the estimation required in the undiscounted future cash flow assumption includes management’s probability-weighting of various scenarios such as modifying the lease with the existing operator, identifying a replacement operator or sale of the real property investment. In addition, the undiscounted future cash flows include management’s assumptions of rental revenues, net operating income, capitalization rates and expected hold periods. In determining fair value, we use current appraisals or other third-party opinions of value and other estimates of fair value such as estimated discounted future cash flows.

Collectability of operator obligations

We assess the collectability of substantially all our lease, financing receivables and mortgage loan payments through maturity. If collectability is not probable, all or a portion of our straight-line rent receivable, effective interest receivable and other lease receivables may be written-off. In order to assess our payments for collectability, we make assumptions that include evaluating operator’s payment history, the financial strength of the operator, projected future market conditions and contractual amounts and timing of expected payments. Our ability to accurately predict collectability of substantially all of the payments due to us impacts the timing of straight-line rent, effective interest and other lease receivable write-offs, if any. While we believe our assumptions are reasonable, changes in these assumptions may have a material impact on our consolidated financial statements.

Purchase Price Allocation

We make estimates as part of our allocation of the purchase price of acquisitions to the 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 fair value of buildings and the allocation of value to land and other intangibles, the estimates of the values of these components will affect the amount of depreciation and amortization we record over the estimated useful life of the property acquired or the remaining lease term. We evaluate each purchase transaction to determine whether the acquired assets meet the definition of an asset acquisition or a business combination. Transaction costs related to acquisitions that are not deemed to be business combinations are included in the cost basis of the acquired assets, while transaction costs related to acquisitions that are deemed to be business combinations are expensed as incurred.

Liquidity and Capital Resources

Sources and Uses of Cash

As of December 31, 2024, we had $680.4 million in liquidity as follows (amounts in thousands):


	At December 31, 2024
Cash and cash equivalents	$	9,414
Available under revolving line of credit		280,650	^(1)^
Available under Equity Distribution Agreements		390,338
Total Liquidity	$	680,402	^(1)^
(1)	Subsequent to December 31, 2024, we borrowed $15,000 under our unsecured revolving line of credit. Accordingly, we have $159,350 outstanding with $265,650 available for borrowing.
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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. The timing, source and amount of cash flows used by financing and investing activities are sensitive to the capital markets’ environment, especially to changes in interest rates. In addition,

Table of Contents inflation has adversely affected our operators’ business, results of operations, cash flows and financial condition which could, in turn, adversely affect our financial position.

The operating results of the properties will be impacted by various factors over which the operators 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, the potential for significant reforms in the health care industry, and related occupancy challenges faced by our industry. In addition, our future growth in net income and cash flow may be adversely impacted by various proposals for changes in the governmental regulations and financing of the health care industry or the impact of any other infectious disease and epidemic outbreaks. We cannot presently predict what impact these potential events may have, if any. We believe that adequate provisions have been made for the possibility of loans and financing receivables proving uncollectible but we will continually evaluate the financial status of the operations of our seniors housing and health care properties. In addition, we will monitor our borrowers and the underlying collateral for mortgage loans and financing receivables and will make future revisions to the provision, if considered necessary.

Depending on our borrowing capacity, compliance with financial covenants, ability to access the capital markets, and the payment of dividends may be negatively impacted. We continuously evaluate the availability of cost-effective capital and believe we have sufficient liquidity for our current dividend, corporate expenses and additional capital investments in 2025.

Our investments, principally our investments in owned properties, financing leases and mortgage loans, are subject to the possibility of loss of their carrying values as a result of changes in market prices, interest rates and inflationary expectations. The effects on interest rates may affect our costs of financing our operations and the fair market value of our financial assets. Generally, our leases have agreed upon annual increases and our loans have predetermined increases in interest rates. 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 rent and interest receipts, borrowings under our unsecured credit facility, public and private issuance 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), 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):


	Year Ended December 31,					Change
Net cash provided by (used in):	2024		2023			$
Operating activities	$	125,169	$	104,403	$	20,766
Investing activities		90,684		(174,912)		265,596
Financing activities		(226,725)		80,416		(307,141)
(Decrease) increase in cash and cash equivalents		(10,872)		9,907		(20,779)
Cash and cash equivalents, beginning of period		20,286		10,379		9,907
Cash and cash equivalents, end of period	$	9,414	$	20,286	$	(10,872)

Debt Obligations

Unsecured Credit Facility. 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 $500.0 million comprising of a $400.0 million revolving credit facility (the “Revolving Line of Credit”) and two $50.0 million term loans (the “Term Loans”). The Term Loans mature on 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. During the first quarter of 2024, we entered into an amendment to the Original Credit Agreement (the “Amended Credit Agreement”) to accelerate our one-year extension option notice to January 4, 2024. Concurrently, we exercised our option to extend the maturity date of the initial Term Loans and the Revolving Line of Credit to November 19, 2026. Other material terms of the Original Credit Agreement remained unchanged. The Amended Credit Agreement permits us to request increases to the Revolving Line of Credit and Term Loans

Table of Contents commitments up to a total of $1.0 billion (the “Accordion”). As permitted under the terms of the Amended Credit Agreement, we exercised $25.0 million of the available $500.0 million Accordion feature of the Revolving Line of Credit during the third quarter of 2024. Accordingly, the aggregate commitment of the lenders under the Amended Credit Agreement increased to $525.0 million, with $475.0 million remaining available under the Accordion. The exercise of the Accordion did not materially change any other term or condition of the Amended Credit Agreement, including its maturity date or covenant requirements.

Based on our leverage at December 31, 2024, the Revolving Line of Credit provides for interest annually at Adjusted SOFR plus 110 points and a facility fee of 15 basis points and the Term Loans provide for interest annually at Adjusted SOFR plus 125 points.

Interest Rate Swap Agreement. In connection with entering into the Term Loans as discussed above, we entered into two receive variable/pay fixed interest rate swap agreements (“Interest Rate Swaps”) with maturities of November 19, 2025 and November 19, 2026, respectively, that will effectively lock-in the forecasted interest payments on the Term Loan borrowings over the 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, with changes in the fair value of these instruments recognized in Accumulated other comprehensive income (loss) on our Consolidated Balance Sheets. During 2024, we recorded a $2.3 million decrease in fair value of Interest Rate Swaps.

Senior Unsecured Notes. We have senior unsecured notes held by institutional investors with interest rates ranging from 3.66% to 4.5%. The senior unsecured notes mature between 2026 and 2033.

The debt obligations by component as of December 31, 2024 are as follows (dollar amounts in thousands):


		Applicable			Available
		Interest	Outstanding		for
Debt Obligations		Rate ^(1)^	Balance		Borrowing
Revolving line of credit ^(2)^		6.04%	$	144,350	$	280,650
Term loans, net of debt issue costs		2.59%		99,808		—
Senior unsecured notes, net of debt issue costs ^(3)^		4.15%		440,442		—
Total		4.32%	$	684,600	$	280,650
(1)	Represents weighted average of interest rate as of December 31, 2024.
---	---

(2)	Subsequent to December 31, 2024, we borrowed $15,000 under our unsecured revolving line of credit. Accordingly, we have $159,350 outstanding and $265,650 available for borrowing under our unsecured revolving line of credit.

(3)	Subsequent to December 31, 2024, we repaid $7,000 in scheduled principal paydowns on our senior unsecured notes. Accordingly, we have $433,442 outstanding under our senior unsecured notes, net of debt issue costs.

Table of Contents Our debt borrowings and repayments during the year ended December 31, 2024, are as follows (in thousands):


Debt Obligations			Borrowings			Repayments
Revolving line of credit		$	27,200	^(1)^	$	(185,100)
Senior unsecured notes			—			(49,160)	^(2)^
Total		$	27,200		$	(234,260)
(1)	Subsequent to December 31, 2024, we borrowed $15,000 under our unsecured revolving line of credit. Accordingly, we have $159,350 outstanding and $265,650 available for borrowing under our unsecured revolving line of credit.
---	---

(2)	Subsequent to December 31, 2024, we repaid $7,000 in scheduled principal paydowns on our senior unsecured notes. Accordingly, we have $433,442 outstanding under our senior unsecured notes, net of debt issue costs.

Equity

Non-controlling Interests. We have entered into partnerships to develop and/or own real estate. Given that our limited members do not have substantive kick-out rights, liquidation rights, or participation rights, we have concluded that the partnerships are VIEs. Since we exercise power over and receive benefits from the VIEs, we are considered the primary beneficiary. Accordingly, we consolidate the VIEs and record the non-controlling interests at cost. As of December 31, 2024, we have the following consolidated VIEs (in thousands):


					Gross
Investment		Property			Consolidated		Non-Controlling
Year	Purpose	Type	State		Assets		Interests
2024	Own real estate	ILF/ALF/MC	NC/SC	$	122,460	$	58,010
2024	Own real estate	ALF/MC	NC		41,000		3,015
2023	Own real estate	ILF/ALF/MC	OH		54,782		9,134
2023	Own real estate	ALF/MC	NC		121,419		3,831
2022	Own real estate	SNF	FL		76,603		14,325
2018	Own real estate	ILF	OR		14,650		2,907
2018	Own and develop real estate	ALF/MC	OR		18,452		1,156
Total				$	449,366	$	92,378

In 2017, we entered into a partnership and acquired an 87-unit assisted living and memory care community in South Carolina. During 2024, our joint venture partner transferred their $1.2 million non-controlling interest to us resulting in us controlling full ownership of the community. Additionally, in 2017 we entered into a partnership for the acquisition of land and development of a 110-unit independent living, assisted living and memory care community in Wisconsin. During 2024, we sold our interest in this JV. As a result, these joint ventures are not listed in the table above.

At December 31, 2024, we had 45,510,754 shares of common stock outstanding, equity on our balance sheet totaled $1.1 billion and our equity securities had a market value of $1.6 billion. During the year ended December 31, 2024, we declared and paid $100.5 million cash dividends.

Common Stock. Through part of the fourth quarter of 2024, we had separate equity distribution agreements (collectively, the “Original Equity Distribution Agreements”) to offer and sell, from time to time, up to $200.0 million in aggregate offering price of our common shares. During the year ended December 31, 2024, we sold 2,113,270 shares of common stock for $73.6 million in net proceeds under our Original Equity Distribution Agreements. In conjunction with the sale of common stock, we incurred $0.4 million of costs associated with this agreement which have been recorded in additional paid in capital as a reduction of proceeds received.

During the fourth quarter of 2024, we terminated our Original Equity Distribution Agreements and entered into a new equity distribution agreement (the “New Equity Distribution Agreement”) to sell, from time to time, up to $400.0 million in aggregate offering price of shares of our common stock. The New 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 fourth quarter of 2024, we sold 250,000 shares of our common stock for $9.5 million in net proceeds under the New Equity Distribution Agreement. Accordingly, we have $390.3 million available under the New Equity Distribution Agreement. In conjunction with the sale of common stock, we incurred $0.3 million of costs associated with the New Equity Distribution Agreement which have been

Table of Contents recorded in additional paid in capital as a reduction of proceeds received.

During 2024, we acquired 49,540 shares of common stock held by employees who tendered owned shares to satisfy tax withholding obligations. Subsequent to December 31, 2024, we declared a monthly cash dividend of $0.19 per share on our common stock for the months of January, February and March 2025, payable on January 31, February 28 and March 31, 2025, respectively, to stockholders of record on January 23, February 20, and March 21, 2025, respectively.

Stock Based Compensation Plans. During 2021, we adopted, and our shareholders approved the 2021 Equity Participation Plan (the “2021 Plan”) which replaces the 2015 Equity Participation Plan (the “2015 Plan”). Under the 2021 Plan, 1,900,000 shares of common stock have been authorized and reserved for awards, less one share for every one share that was subject to an award granted under the 2015 Plan after December 31, 2020 and prior to adoption. In addition, any shares that are not issued under outstanding awards under the 2015 Plan because the shares were forfeited or cancelled after December 31, 2020 will be added to and again be available for awards under the 2021 Plan. 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.

Restricted Stock and Performance-based Stock Units. During 2024, we granted 307,955 shares of restricted common stock and performance-based stock units under the 2021 Plan as follows:


No. of		Price per
Shares		Share		Award Type	Vesting Period
159,536		$	30.72	Restricted stock	ratably over 3 years
69,610		$	31.84	Performance-based stock units	TSR targets ^(1)^
62,914		$	31.84	Performance-based stock units	TSR targets ^(2)^
15,895		$	34.60	Restricted stock	^(3)^
307,955
(1)	Vesting is based on achieving certain total shareholder return (“TSR”) targets in 3 years.
---	---

(2)	Vesting is based on achieving certain TSR targets relative to the TSR of predefined peer group in 3 years.

(3)	The 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.

At December 31, 2024, 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 (dollar amounts in thousands):


	Remaining
	Compensation
Vesting Date	Expense
2025	$	6,450
2026		3,385
2027		369
Total	$	10,204

Stock Options. We did not issue any stock options during the year ended December 31, 2024. At December 31, 2024, we had no stock options outstanding and exercisable.

Table of Contents Material Cash Requirements

We monitor our contractual obligations and commitments detailed above to ensure funds are available to meet obligations when due. The following table represents our long-term contractual obligations (scheduled principal payments and amounts due at maturity) as of December 31, 2024, excluding the effects of interest and debt issue costs (in thousands):


		Total			2025			2026		2027		2028		2029		Thereafter		****
Revolving line of credit		$	144,350	^(1)^	$	—		$	144,350	$	—	$	—	$	—	$	—
Term loans			100,000			50,000			50,000		—		—		—		—
Senior unsecured notes			441,500	^(2)^		49,500	^(2)^		51,500		54,500		55,000		63,000		168,000
		$	685,850		$	99,500		$	245,850	$	54,500	$	55,000	$	63,000	$	168,000
(1)	Subsequent to December 31, 2024, we borrowed $15,000 under our unsecured revolving line of credit. Accordingly, we have $159,350 outstanding and $265,650 available for borrowing under our unsecured revolving line of credit.
---	---

(2)	Subsequent to December 31, 2024, we repaid $7,000 in scheduled principal paydowns on our senior unsecured notes. Accordingly, we have $433,500 outstanding under our senior unsecured notes.

The following table represents our projected interest expense based on current interest rates as of year-end, excluding capitalized interest, amortization of debt issue costs and bank fees, as of December 31, 2024 (in thousands):


	****	Total		****	2025		****	2026		****	2027		****	2028		****	2029		****	Thereafter		****
Revolving line of credit		$	17,854		$	9,486		$	8,368		$	—		$	—		$	—		$	—
Term loans			3,664			2,475			1,189			—			—			—			—
Senior unsecured notes			73,509			17,281			15,218			13,154			10,306			7,995			9,555
		$	95,027		$	29,242		$	24,775		$	13,154		$	10,306		$	7,995		$	9,555

Also, see Item 8. FINANCIAL STATEMENTS— Note 12. Commitments and Contingencies within our consolidated financial statements for additional information regarding our contractual commitments.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that we expect would materially affect our liquidity and capital resources.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks associated with changes in interest rates as they relate to our mortgage loans receivable and debt. With the exception of interest rate swaps, we do not utilize derivative financial instruments.

Interest rate risk is sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors that are beyond our control. The purpose of the following disclosure is to provide a framework to understand our sensitivity to hypothetical changes in interest rates as of December 31, 2024.

Our future earnings, cash flows and estimated fair values relating to financial instruments are dependent upon prevalent market rates of interest, such as SOFR or term rates of U.S. Treasury Notes. Changes in interest rates generally impact the fair value, but not future earnings or cash flows, of mortgage loans receivable and fixed rate debt. Our mortgage loans receivable and debt, such as our senior unsecured notes, are primarily fixed-rate instruments. Also, we have two interest rate swap agreements to effectively lock-in the forecasted interest payments on our term loans which are based on SOFR. For variable rate debt, such as our revolving line of credit, changes in interest rates generally do not impact the fair value but do affect future earnings and cash flows. As of December 31, 2024, the interest rates for 78.9% of our consolidated borrowings were fixed or fixed with interest rate swaps. As of December 31, 2024, the interest

Table of Contents expense for our variable rate borrowings that are not hedged would increase by approximately $1.5 million per year for every 1% increase in the related benchmark interest rate.

The following table represents our December 31, 2024 estimated fair value of our financial instruments, using discount rates measured based upon management’s estimates of rates currently prevailing for comparable loans and instruments of comparable maturities, and the impact of a 1% increase or decrease in the estimated discount rate (dollar amounts in thousands):


					Change in Fair Value
		Discount	Fair		1% Increase		1% Decrease
Financial instrument		Rate	Value		In Discount Rate
Financing receivables, net of credit loss reserve		7.7%	$	363,228	$	(9,718)	$	10,063
Mortgage loans receivable, net of credit loss reserve		10.0%		386,871		(24,515)		27,821
Notes receivable, net of credit loss reserve		7.6%		53,549		(1,450)		1,500
Senior unsecured notes, net of debt issue costs		^(1)^		402,394		(14,282)		15,031
(1)	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.
---	---

The estimated impact of changes in interest rates discussed above are determined by considering the impact of the hypothetical interest rates on our borrowing costs, lending rates and current U.S. Treasury rates from which our financial instruments may be priced. We do not believe that future market rate risks related to our financial instruments will be material to our financial position or results of operations. These analyses do not consider the effects of industry specific events, changes in the real estate markets, or other overall economic activities that could increase or decrease the fair value of our financial instruments. If such events or changes were to occur, we would consider taking actions to mitigate and/or reduce any negative exposure to such changes. However, due to the uncertainty of the specific actions that would be taken and their possible effects, the sensitivity analysis assumes no changes in our capital structure.

Table of Contents

ITEM 8. FINANCIAL STATEMENTS

LTC Properties, Inc.

Index to Consolidated Financial Statements

and Financial Statements Schedules



		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)		55
Consolidated Balance Sheets as of December 31, 2024 and 2023		57
Consolidated Statements of Income for the years ended December 31, 2024, 2023 and 2022		58
Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022		59
Consolidated Statements of Equity for the years ended December 31, 2024, 2023 and 2022		60
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022		61
Notes to Consolidated Financial Statements		62
Consolidated Financial Statement Schedules
Schedule II—Valuation and Qualifying Accounts		95
Schedule III—Real Estate and Accumulated Depreciation		96
Schedule IV—Mortgage Loans on Real Estate		101

Table of Contents Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of LTC Properties, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of LTC Properties, Inc. (the Company) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 24, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Table of Contents

	Fair value measurement of the ALG financing receivables and non-controlling interest
Description of the Matter	At December 31, 2024, the Company’s financing receivables, net of credit loss reserve, totaled $357.9 million. As discussed in Note 5 to the consolidated financial statements, the Company entered into two partnerships with ALG Senior Living (ALG). The Company exchanged three mortgage loan receivables payable by ALG totaling $102.4 million for a 53% and 93% controlling interest in these partnerships, and ALG contributed the 17 senior housing properties for a 47% and 7% non-controlling interest in these partnerships. The three mortgage loans that the Company contributed were secured by the 17 senior housing properties contributed by ALG. Concurrently, the partnerships leased the contributed properties back to ALG under two 10-year master leases that included purchase options which resulted in failed sales leaseback transactions. As a result, the 17 senior housing properties were accounted for as financing receivables and were recorded at fair value along with ALG’s non-controlling interests. Management independently engaged a valuation specialist to determine the fair value of six of the 17 senior housing properties totaling $60.8 million.<br><br>Auditing the Company’s fair value measurement of the ALG financing receivables and ALG non-controlling interests for the six properties was complex due to the estimation required by management in determining the fair value of the contributed properties. Significant judgment was used to determine the direct capitalization rate used in the income approach and the comparable fair values per bed in the sales comparison approach used in the valuation.
How We Addressed the Matter in Our Audit	We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over the valuation of the properties, including controls over the Company’s review of the assumptions underlying the valuation and resulting fair values.<br><br>Our testing of the Company’s fair value measurements included, among other procedures, assessing the valuation methodology, the significant assumptions used in developing the fair value estimates and the reasonableness of the resulting property fair values. For example, we involved our valuation specialists in evaluating the reasonableness of the direct capitalization rate used in the income approach and the reasonableness of the resulting fair values on a per bed basis used in the sales comparison approach.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 1992.

Los Angeles, California

February 24, 2025

Table of Contents LTC PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)



	****	December 31,				****
		2024		2023		****
ASSETS
Investments:
Land		$	118,209	$	121,725
Buildings and improvements			1,212,853		1,235,600
Accumulated depreciation and amortization			(405,884)		(387,751)
Operating real estate property, net			925,178		969,574
Properties held-for-sale, net of accumulated depreciation: 2024—$1,346; 2023—$3,616			670		18,391
Real property investments, net			925,848		987,965
Financing receivables, net of credit loss reserve: 2024—$3,615; 2023—$1,980			357,867		196,032
Mortgage loans receivable, net of credit loss reserve: 2024—$3,151; 2023—$4,814			312,583		477,266
Real estate investments, net			1,596,298		1,661,263
Notes receivable, net of credit loss reserve: 2024—$477; 2023—$611			47,240		60,490
Investments in unconsolidated joint ventures			30,602		19,340
Investments, net			1,674,140		1,741,093

Other assets:
Cash and cash equivalents			9,414		20,286
Debt issue costs related to revolving line of credit			1,410		1,557
Interest receivable			60,258		53,960
Straight-line rent receivable			21,505		19,626
Lease incentives			3,522		2,607
Prepaid expenses and other assets			15,893		15,969
Total assets		$	1,786,142	$	1,855,098
LIABILITIES
Revolving line of credit		$	144,350	$	302,250
Term loans, net of debt issue costs: 2024—$192; 2023—$342			99,808		99,658
Senior unsecured notes, net of debt issue costs: 2024—$1,058; 2023—$1,251			440,442		489,409
Accrued interest			3,094		3,865
Accrued expenses and other liabilities			45,443		43,649
Total liabilities			733,137		938,831
EQUITY
Stockholders’ equity:
Common stock: $0.01 par value; 60,000 shares authorized; shares issued and outstanding: 2024—45,511; 2023—43,022			455		430
Capital in excess of par value			1,082,764		991,656
Cumulative net income			1,725,435		1,634,395
Accumulated other comprehensive income			3,815		6,110
Cumulative distributions			(1,851,842)		(1,751,312)
Total LTC Properties, Inc. stockholders’ equity			960,627		881,279
Non-controlling interests			92,378		34,988
Total equity			1,053,005		916,267
Total liabilities and equity		$	1,786,142	$	1,855,098

See accompanying notes.

Table of Contents LTC PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF INCOME ****

(In thousands, except per share amounts)



	Year Ended December 31,
	2024		2023		2022
Revenues:
Rental income	$	132,278	$	127,350	$	128,244
Interest income from financing receivables		21,663		15,243		1,762
Interest income from mortgage loans		45,216		47,725		40,600
Interest and other income		10,690		6,926		4,547
Total revenues		209,847		197,244		175,153
Expenses:
Interest expense		40,336		47,014		31,437
Depreciation and amortization		36,367		37,416		37,496
Impairment loss		6,953		15,775		3,422
Provision for credit losses		741		5,678		1,528
Transaction costs		819		1,144		828
Property tax expense		12,930		13,269		15,486
General and administrative expenses		27,243		24,286		23,706
Total expenses		125,389		144,582		113,903
Other operating income:
Gain on sale of real estate, net		7,979		37,296		37,830
Operating income		92,437		89,958		99,080
Income from unconsolidated joint ventures		2,442		1,504		1,504
Net income		94,879		91,462		100,584
Income allocated to non-controlling interests		(3,839)		(1,727)		(560)
Net income attributable to LTC Properties, Inc.		91,040		89,735		100,024
Income allocated to participating securities		(682)		(587)		(580)
Net income available to common stockholders	$	90,358	$	89,148	$	99,444

Earnings per common share:
Basic	$	2.07	$	2.16	$	2.49
Diluted	$	2.04	$	2.16	$	2.48

Weighted average shares used to calculate earnings per common share:
Basic		43,743		41,272		39,894
Diluted		44,241		41,358		40,067

See accompanying notes.

Table of Contents LTC PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)


	Year Ended December 31,
	2024		2023		2022
Net income	$	94,879	$	91,462	$	100,584
Unrealized gain on cash flow hedges before reclassification		1,728		1,178		9,181
Gains reclassified from accumulated other comprehensive income to interest expense		(4,023)		(3,787)		(290)
Comprehensive income		92,584		88,853		109,475
Less: Comprehensive income allocated to non-controlling interests		(3,839)		(1,727)		(560)
Comprehensive income attributable to LTC Properties, Inc.	$	88,745	$	87,126	$	108,915

Table of Contents

LTC PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(In thousands, except per share amounts)


				Capital in		Cumulative						Total		Non-
				Excess of		Net		Accumulated		Cumulative		Stockholders’		controlling		Total
	shares	Amount		Par Value		Income		OCI		Distributions		Equity		Interests		Equity
Balance—December 31, 2021	39,374		394		856,895		1,444,636		(172)		(1,565,039)	$	736,714	$	8,413	$	745,127
Issuance of common stock	1,792		18		67,625		—		—		—		67,643		—		67,643
Issuance of restricted stock	135		1		(1)		—		—		—		—		—		—
Net income	—		—		—		100,024		—		—		100,024		560		100,584
Stock-based compensation expense	—		—		7,964		—		—		—		7,964		—		7,964
Non-controlling interest contributions	—		—		—		—		—		—		—		14,375		14,375
Non-controlling interest distributions	—		—		—		—		—		—		—		(1,406)		(1,406)
Common stock cash distributions (2.28 per share)	—		—		—		—		—		(91,509)		(91,509)		—		(91,509)
Cash paid for taxes in lieu of common shares	(39)		(1)		(1,354)		—		—		—		(1,355)		—		(1,355)
Fair market valuation adjustment for interest rate swap	—		—		—		—		8,891		—		8,891		—		8,891
Other	—		—		(5)		—		—		—		(5)		(2)		(7)
Balance—December 31, 2022	41,262		412		931,124		1,544,660		8,719		(1,656,548)		828,367		21,940		850,307
Issuance of common stock	1,658		17		53,671		—		—		—		53,688		—		53,688
Issuance of restricted stock	146		1		(1)		—		—		—		—		—		—
Net income	—		—		—		89,735		—		—		89,735		1,727		91,462
Stock-based compensation expense	—		—		8,481		—		—		—		8,481		—		8,481
Non-controlling interest contributions	—		—		—		—		—		—		—		12,965		12,965
Non-controlling interest distributions	—		—		—		—		—		—		—		(1,644)		(1,644)
Common stock cash distributions (2.28 per share)	—		—		—		—		—		(94,764)		(94,764)		—		(94,764)
Cash paid for taxes in lieu of common shares	(43)		—		(1,619)		—		—		—		(1,619)		—		(1,619)
Fair market valuation adjustment for interest rate swap	—		—		—		—		(2,609)		—		(2,609)		—		(2,609)
Other	(1)		—		—		—		—		—		—		—		—
Balance—December 31, 2023	43,022		430		991,656		1,634,395		6,110		(1,751,312)		881,279		34,988		916,267
Issuance of common stock	2,363		23		82,381		—		—		—		82,404		—		82,404
Issuance of restricted stock	175		2		(2)		—		—		—		—		—		—
Net income	—		—		—		91,040		—		—		91,040		3,839		94,879
Stock-based compensation expense	—		—		9,052		—		—		—		9,052		—		9,052
Vesting of performance-based stock units, including the payment of distributions	—		—		(30)		—		—		—		(30)		—		(30)
Non-controlling interest contributions	—		—		—		—		—		—		—		61,025		61,025
Non-controlling interest distributions	—		—		—		—		—		—		—		(6,234)		(6,234)
Transfer of joint venture partner's non-controlling interest to LTC	—		—		1,240		—		—		—		1,240		(1,240)		—
Common stock cash distributions (2.28 per share)	—		—		—		—		—		(100,530)		(100,530)		—		(100,530)
Cash paid for taxes in lieu of common shares	(49)		—		(1,533)		—		—		—		(1,533)		—		(1,533)
Fair market valuation adjustment for interest rate swap	—		—		—		—		(2,295)		—		(2,295)		—		(2,295)
Balance—December 31, 2024	45,511	$	455	$	1,082,764	$	1,725,435	$	3,815	$	(1,851,842)	$	960,627	$	92,378	$	1,053,005

All values are in US Dollars.

See accompanying notes.

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LTC PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	Year Ended December 31,
	2024		2023		2022
OPERATING ACTIVITIES:
Net income	$	94,879	$	91,462	$	100,584
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		36,367		37,416		37,496
Stock-based compensation expense		9,052		8,481		7,964
Impairment loss		6,953		15,775		3,422
Gain on sale of real estate, net		(7,979)		(37,296)		(37,830)
Income from unconsolidated joint ventures		(2,442)		(1,504)		(1,504)
Income distributions from unconsolidated joint ventures		1,278		56		351
Straight-line rental (income) adjustment		(2,268)		2,078		1,369
Exchange of prepayment fee for participating interest in mortgage loan		—		(1,380)		—
Adjustment for collectability of lease incentives and rental income		321		26		256
Amortization of lease incentives		818		773		877
Provision for credit losses		741		5,678		1,528
Application of interest reserve		(233)		(1,939)		(6,192)
Amortization of debt issue costs		1,059		1,205		1,139
Other non-cash items, net		95		95		113
Change in operating assets and liabilities
Lease incentives funded		(1,924)		(1,627)		(418)
Increase in interest receivable		(10,390)		(9,283)		(7,173)
(Decrease) increase in accrued interest payable		(771)		(1,369)		1,489
Net change in other assets and liabilities		(384)		(4,244)		2,115
Net cash provided by operating activities		125,172		104,403		105,586
INVESTING ACTIVITIES:
Investment in real estate properties		(319)		(43,759)		(51,817)
Investment in real estate developments		—		—		(105)
Investment in real estate capital improvements		(13,675)		(9,686)		(8,994)
Proceeds from sale of real estate, net		38,867		66,274		72,620
Investment in financing receivables		(97)		(112,712)		(61,747)
Investment in real estate mortgage loans receivable		(21,833)		(72,230)		(40,732)
Principal payments received on mortgage loans receivable		85,905		10,351		1,175
Investments in unconsolidated joint ventures		(11,262)		—		—
Advances and originations under notes receivable		(340)		(20,377)		(37,192)
Principal payments received on notes receivable		13,434		7,227		6,843
Net cash provided by (used in) investing activities		90,680		(174,912)		(119,949)
FINANCING ACTIVITIES:
Borrowings from revolving line of credit		27,200		277,450		194,000
Repayment of revolving line of credit		(185,100)		(105,200)		(174,900)
Proceeds from issuance of senior unsecured notes		—		—		75,000
Principal payments on senior unsecured notes		(49,160)		(49,160)		(48,160)
Proceeds from common stock issued		82,404		53,688		67,643
Payments of common share issuance costs		703		89		513
Distributions paid to stockholders		(100,530)		(94,764)		(91,509)
Contribution from non-controlling interests		—		—		50
Distributions paid to non-controlling interests		(109)		—		(487)
Financing costs paid		(569)		(68)		(1,208)
Cash paid for taxes in lieu of shares upon vesting of restricted stock		(1,533)		(1,619)		(1,355)
Other		(30)		—		(6)
Net cash (used in) provided by financing activities		(226,724)		80,416		19,581
(Decrease) increase in cash and cash equivalents		(10,872)		9,907		5,218
Cash and cash equivalents, beginning of period		20,286		10,379		5,161
Cash and cash equivalents, end of period	$	9,414	$	20,286	$	10,379
Supplemental disclosure of cash flow information:
Interest paid	$	40,048	$	47,178	$	28,809

See accompanying notes.

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1. The Company

LTC Properties, Inc. (“LTC” or the “Company”), a Maryland corporation, commenced operations on August 25, 1992. LTC is a real estate investment trust (“REIT”) that invests 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. We conduct and manage our business as one operating segment, rather than multiple operating segments, for internal reporting and internal decision-making purposes. Our primary objectives are to create, sustain and enhance stockholder equity value and provide current income for distribution to stockholders through real estate investments in seniors housing and health care properties managed by experienced operators. 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 invest in other (“OTH”) types of properties, such as land parcels, projects under development (“UDP”) and behavioral health care hospitals. ILF, ALF, MC and combinations thereof are included in the ALF classification.

2. Summary of Significant Accounting Policies

Basis of Presentation. The accompanying consolidated financial statements include the accounts of LTC, our wholly-owned subsidiaries, and our consolidated companies. All intercompany investments, accounts and transactions have been eliminated.

Any reference to the number of properties or facilities, number of units, number of beds, number of operators, and yield on investments in real estate are unaudited and outside the scope of our independent registered public accounting firm’s audit of our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board.

Consolidation. At inception, and on an ongoing basis, as circumstances indicate the need for reconsideration, we evaluate each legal entity that is not wholly-owned by us for consolidation, first under the variable interest entity (“VIE”), then under the voting model. Our evaluation considers all of our variable interests, including common or preferred equity ownership, loans, and other participating instruments. The variable interest model applies to entities that meet certain criteria.

If an entity is determined to be a VIE, we evaluate whether we are the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and benefits. We consolidate a VIE if we have both power and benefits - that is (i) we have the power to direct the activities of a VIE that most significantly impact the VIE's economic performance (power), and (ii) we have the obligation to absorb losses of the VIE that could potentially be significant to the VIE, or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). If we have a variable interest in a VIE but we are not the primary beneficiary, we account for our investment using the equity method of accounting.

If a legal entity does not meet the characteristics of a VIE, we evaluate such entity under the voting interest model. Under the voting interest model, we consolidate the entity if we, directly or indirectly, have greater than 50% of the voting shares.

The Financial Accounting Standards Board (the “FASB”) requires the classification of non-controlling interests as a component of consolidated equity in the consolidated balance sheet subject to the provisions of the rules governing classification and measurement of redeemable securities. The guidance requires consolidated net income to be reported at the amounts attributable to both the controlling and non-controlling interests. The calculation of earnings per share will be based on income amounts attributable to the controlling interest.

Use of Estimates. Preparation of the consolidated financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those

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estimates. Our most significant assumptions and estimates are related to the valuation of real estate, purchase price allocation of acquired assets, revenue recognition including the collectability of tenant receivables and asset impairment.

Cash Equivalents. Cash equivalents consist of highly liquid investments with a maturity of three months or less when purchased and are stated at cost which approximates market.

Owned Properties. We make estimates as part of our allocation of the purchase price of acquisitions to the 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 fair value of buildings and the allocation of value to land and other intangibles, the estimates of the values of these components will affect the amount of depreciation and amortization we record over the estimated useful life of the property acquired or the remaining lease term. We evaluate each purchase transaction to determine whether the acquired assets meet the definition of an asset acquisition or a business combination. Transaction costs related to acquisitions that are not deemed to be business combinations are included in the cost basis of the acquired assets, while transaction costs related to acquisitions that are deemed to be business combinations are expensed as incurred.

We capitalize direct construction and development costs, including predevelopment costs, interest, property taxes, insurance and other costs directly related and essential to the acquisition, development or construction of a real estate asset. We capitalize construction and development costs while substantive activities are ongoing to prepare an asset for its intended use. We consider a construction project as substantially complete and held available for occupancy upon the issuance of the certificate of occupancy. Costs incurred after a project is substantially complete and ready for its intended use, or after development activities have ceased, are expensed as incurred. For redevelopment, renovation and expansion of existing operating properties, we capitalize the cost for the construction and improvement incurred in connection with the redevelopment, renovation and expansion. Costs previously capitalized related to abandoned acquisitions or developments are charged to earnings. Expenditures for repairs and maintenance are expensed as incurred.

Depreciation is computed principally by the straight-line method for financial reporting purposes over the estimated useful lives of the assets, which range from 3 to 5 years for computers, 5 to 15 years for furniture and equipment, 35 to 50 years for buildings, 10 to 20 years for site improvements, 10 to 50 years for building improvements and the respective lease term for acquired lease intangibles.

Financing Receivables. As part of our acquisitions, we may from time to time, invest in sale and leaseback transactions. In accordance with Accounting Standards Codification (“ASC”) Topic 842, Leases (“ACS 842”), we are required to determine whether the sale and leaseback transaction qualifies as a sale. ASC 842 clarifies that an option for the seller-lessee to repurchase a real estate asset would generally preclude accounting for the transfer of the asset as a sale. Therefore, a sale and leaseback transaction of real estate that includes a seller-lessee repurchase option is accounted for as a failed sale and leaseback transaction. As a result, the purchased assets of a failed sale and leaseback transaction would be presented as a Financing receivable on our Consolidated Balance Sheets and the rental revenue from these properties is recorded as Interest income from financing receivables on our Consolidated Statements of Income. Furthermore, upon expiration of the purchase option if the purchase option remains unexercised by the seller-lessee, the purchased assets will be reclassified from Financing receivables to Real property investments on our Consolidated Balance Sheets. Financing receivables are recorded on an amortized cost basis.

Mortgage Loans Receivable, Net of Loan Loss Reserve. Mortgage loans receivable we originate are recorded on an amortized cost basis.

Intangible Assets. As previously discussed, we make estimates as part of our allocation of the purchase price of an acquisition to various components of the acquisition based on the fair market value of each component. Occasionally, we may allocate a portion of the purchase price as in-place leases or other intangibles. 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

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

Working Capital Loans. Our investment in working capital loans consists of loan arrangements with interest ranging between 0.0% and 7.4% and maturities between 2028 and 2031.

Mezzanine Loans. Mezzanine financing sits between senior debt and common equity in the capital structure, and typically is used to finance development projects or value-add opportunities on existing operational properties. We seek market-based, risk-adjusted rates of return typically between 8% and 12% with the loan term typically four to five years. Security for mezzanine loans can include all or a portion of the following credit enhancements; secured second mortgage, pledge of equity interests and personal/corporate guarantees. Mezzanine loans are recorded for GAAP purposes as either a loan, under notes receivable, or joint venture (“JV”), under investment in unconsolidated JVs, depending upon specifics of the loan terms and related credit enhancements.

Investments in unconsolidated joint ventures. From time to time, we provide funding to third-party operators for the acquisition, development and construction (“ADC”) of a property. Under an ADC arrangement, we may participate in the residual profits of the project through the sale or refinancing of the property. These ADC arrangements can have characteristics similar to a loan or similar to a JV or partnership such as participating in the risks and rewards of the project as an owner or an investment partner. If the ADC arrangement characteristics are more similar to a jointly-owned investment or partnership, we account for the ADC arrangement as an investment in an unconsolidated JV under the equity method of accounting or a direct investment (consolidated basis of accounting) instead of applying loan accounting.

We evaluate our ADC arrangements first pursuant to ASC Topic 810, Consolidation, to determine whether the ADC arrangement meets the definition of a VIE, as explained above, and whether we are the primary beneficiary. If the ADC arrangement is deemed to be a VIE but we are not the primary beneficiary, or if it is deemed to be a voting interest entity but we do not have a controlling financial interest, we account for our investment in the ADC arrangement using the equity method. Under the equity method, we initially record our investment at cost and subsequently recognize our share of net earnings or losses and other comprehensive income or loss, cash contributions made and distributions received, and other adjustments, as appropriate. Allocations of net income or loss may be subject to preferred returns or allocation formulas defined in operating agreements and may not be according to percentage ownership interests. In certain circumstances where we have a substantive profit-sharing arrangement which provides a priority return on our investment, a portion of our equity in earnings may consist of a change in our claim on the net assets of the underlying JV. Distributions of operating profit from the JVs are reported as part of operating cash flows, while distributions related to a capital transaction, such as a refinancing transaction or sale, are reported as investing activities.

We periodically perform evaluation of our investment in unconsolidated JVs to determine whether the fair value of each investment is less than the carrying value, and, if such decrease in value is deemed to be other-than-temporary, we write the investment down to its estimated fair value as of the measurement date.

Loan Loss Reserve. ASC Topic 326, Financial Instruments- Credit Losses (“ASC 326”) requires a forward looking “expected loss” model to be used for receivables, held-to-maturity debt, loans, and other instruments. When shared risk characteristics exist, ASC 326 requires a collective basis measurement of expected credit losses of the financial assets.

We determined our Mortgage loans receivable, Financing receivables and Notes receivable are within the scope of this ASC*.* We utilize the probability of default and discounted cash flow methods to estimate expected credit losses. Additionally, we stress-test the results to reflect the impact of unknown adverse future events including recessions. For more information on our credit losses see Note 9. Credit loss reserve below.

Accrued incentives. As part of our acquisitions and/or amendments, we may commit to provide contingent payments to our sellers or lessees, upon the properties achieving certain rent coverage ratios. Typically, when the contingent incentive payments are funded, cash rent will increase by the amount funded multiplied by a rate stipulated in the agreement. If it is deemed probable, the contingent payment is recorded as a liability at the estimate fair value

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calculated using a discounted cash flow analysis and accreted to the settlement amount of the estimated payment date. If the contingent payment is provided to the lessee, the payment is recorded as a lease incentive included in the Prepaid expenses and other assets line item on our Consolidated Balance Sheets and is amortized as a yield adjustment over the life of the lease. The fair value of these contingent liabilities is evaluated on a quarterly basis based on changes in estimates of future operating results and changes in market discount rates. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement.

Impairments. Assets that are classified as held-for-use are periodically evaluated for impairment when events or changes in circumstances indicate that the asset may be impaired or the carrying amount of the asset may not be recoverable through future undiscounted cash flows. Where indicators of impairment exist, the estimation required in the undiscounted future cash flow assumption includes management’s probability-weighting of various scenarios including whether management modifies the lease with the existing operator versus identifying a replacement operator and the assumed market lease rate underlying projected future rental cash flows. In determining fair value, we use current appraisals or other third-party opinions of value and other estimates of fair value such as estimated discounted future cash flows. Based on our assessment, during the years ended December 31, 2024, 2023 and 2022, we recognized impairment losses of $6,953,000, $15,775,000 and $3,422,000, respectively, related to our real property investments.

Properties held-for-sale. Properties classified as held-for-sale on the Consolidated Balance Sheets include only those properties available for immediate sale in their present condition and for which management believes that it is probable that a sale of the property will be completed within one year. Properties held-for-sale are carried at the lower of cost or fair value less estimated selling costs. No depreciation expense is recognized on properties held-for-sale once they have been classified as such. Only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization’s operations and financial results. Examples include the disposal of a major geographic area, a major line of business, or a major equity method investment. We have not reclassified results of operations for properties disposed as discontinued operations as these disposals do not represent strategic shifts in our operations.

Fair Value of Financial Instruments. The FASB requires the disclosure of fair value information about financial instruments for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. Accordingly, the aggregate fair market value amounts presented in the notes to these consolidated financial statements do not represent our underlying carrying value in financial instruments.

The FASB provides guidance for using fair value to measure assets and liabilities, the information used to measure fair value, and the effect of fair value measurements on earnings. The FASB emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the FASB establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices).

The fair value guidance issued by the FASB excludes accounting pronouncements that address fair value measurements for purposes of lease classification or measurement. However, this scope exception does not apply to assets acquired and liabilities assumed in a business combination that are required to be measured at fair value, regardless of whether those assets and liabilities are related to leases.

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In accordance with the accounting guidance regarding the fair value option for financial assets and financial liabilities, entities are permitted to choose to measure certain financial assets and liabilities at fair value, with the change in unrealized gains and losses on items for which the fair value option has been elected reported in earnings. We have not elected the fair value option for any of our financial assets or liabilities.

The FASB requires disclosures about the fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. See Note 16. Fair Value Measurements for the disclosure about the fair value of our financial instruments.

Derivative Instruments. We have two interest rate swaps that are designated as cash flow hedges of interest rate risk with a total notional amount of $100,000,000. See Note 10. Debt Obligations within our consolidated financial statements for further detail on our interest rate swaps. We record cash flow hedges either as an asset or a liability measured at fair value. If hedge accounting is applied to a derivative instrument, the entire change in the fair value of the derivative designated and qualified as cash flow hedge is recorded in Accumulated other comprehensive income (loss) on the Consolidated Balance Sheets. We estimate the fair value of our interest rate swaps using the assistance of a third-party using inputs that are observable in the market which include forward yield curves and other relevant information. Additionally, we are exposed to credit risk of the counterparty to our interest rate swap agreements in the event of non-performance under the terms of the agreements. We have determined that the majority of the inputs used to value our derivative instruments fall within level 2 of the fair value hierarchy.

Revenue Recognition- Rental Income. Rental income from operating leases is generally recognized on a straight-line basis over the terms of the leases. Substantially all of our leases contain provisions for specified annual increases over the rents of the prior year and are generally computed in one of four methods depending on specific provisions of each lease as follows:

(i)	a specified annual increase over the prior year’s rent, generally between 2.0% and 3.0%;
(ii)	a calculation based on the Consumer Price Index or the Medicare Market Basket Rate;
---	---
(iii)	as a percentage of facility revenues in excess of base amounts or
---	---
(iv)	specific dollar increases.
---	---

The FASB does not permit recognition of contingent revenue until the contingencies have been resolved. Historically, we have not included contingent rents as income until received and we will continue our historical policy. During the years ended December 31, 2024, 2023 and 2022, we received $0, $56,000 and $57,000, respectively, of contingent rental income. In accordance with ASC 842, Leases, we report real estate taxes that are reimbursed by our operators as Rental income with a corresponding Property tax expense in the Consolidated Statements of Income.

Furthermore, we assess the collectability of substantially all of our lease payments through maturity. Our assessment of collectability of leases includes evaluating the data and assumptions used in determining whether substantially all of the future lease payments were probable based on the lessee’s payment history, the financial strength of the lessees, future contractual rents, and the timing of expected payments. If collectability is not probable, all or a portion of our straight-line rent receivable and other lease receivables may be written off and the rental income during the period would be limited to the lesser of the income that would have been recognized if collection were probable, and the lease payments received. If our conclusion of collectibility changes, we will record the difference between the lease income that would have been recognized on a straight-line basis and cash basis as a current-period adjustment to rental income.

Revenue Recognition- Interest Income. Interest income on mortgage loans receivable and notes receivable is recognized using the effective interest method. Exit fee income and commitment fee income are also amortized over the life of the related loan under the effective interest method. Effective interest method, as required by GAAP, is a technique for calculating the actual interest rate for the term of a mortgage loan based on the initial origination value. When the actual interest rate is higher than the stated interest rate in the early years of the mortgage loan, an effective interest receivable asset is created and included in the Interest receivable line item in our Consolidated Balance Sheets and begins reducing down to zero when, at some point during the mortgage loan, the stated interest rate is higher than the actual interest rate. We consider a loan to be non-performing after 60 days of non-payment of amounts due and do not recognize unpaid interest income from that loan until the past due amounts have been received.

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As previously discussed under Financing Receivables above, rental income from properties acquired through a sale leaseback, subject to a seller-lessee repurchase option, is recorded as Interest income from financing receivables on our Consolidated Statements of Income. Interest income on financing receivables is recognized using the effective interest method. The recognition of interest income will stop when the Financing receivables are reclassified to Real estate investments if the purchase options remain unexercised upon expiration of the purchase options.

Gains on sale of Real Estate, Net. Recognition of gains or losses from sales of investments in real estate requires that we:

a)	meet certain revenue recognition criteria in accordance with ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets; and
b)	transfer control of the real estate to the buyer.
---	---

The gain or loss recorded is measured as the difference between the sales price, less costs to sell, and the carrying value of the real estate when we sell it.

Federal Income Taxes. LTC qualifies as a REIT under the Internal Revenue Code of 1986, as amended, and as such, no provision for Federal income taxes has been made. A REIT is required to distribute at least 90% of its taxable income to its stockholders and a REIT may deduct dividends in computing taxable income. If a REIT distributes 100% of its taxable income and complies with other Internal Revenue Code requirements, it will generally not be subject to Federal income taxation.

For Federal tax purposes, depreciation for a majority of our assets is generally calculated using the straight-line method over a period 27.5 years. Earnings and profits, which determine the taxability of distributions to stockholders, use the straight-line method over 30 years. The determination of Federal taxable income differ from net income for financial statement purposes principally due to the treatment of certain investments in joint ventures, timing of interest income, rental income, other expense items, recognition of impairment charges, and depreciable lives and bases of assets. At December 31, 2024, the net tax basis of our depreciable assets exceeded net book basis by $252,593,000 (unaudited) due to the differences previously mentioned.

The FASB clarified the accounting for income taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. The guidance utilizes a two-step approach for evaluating tax positions. Recognition (step one) occurs when a company concludes that a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination. Measurement (step two) is only addressed if step one has been satisfied (i.e., the position is more likely than not to be sustained). Under step two, the tax benefit is measured as the largest amount of benefit (determined on a cumulative probability basis) that is more likely than not to be realized upon ultimate settlement. We currently do not have any uncertain tax positions that would not be sustained on its technical merits on a more-likely than not basis.

We may from time to time be assessed interest or penalties by certain tax jurisdictions. In the event we have received an assessment for interest and/or penalties, it has been classified in our Consolidated Statements of Income as General and administrative expenses.

Concentrations of Credit Risk. Financial instruments which potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, operating leases on owned properties, financing receivables and mortgage loans receivable. Our financial instruments, operating leases, financing receivables and mortgage loans receivable are subject to the possibility of loss of carrying value as a result of the failure of other parties to perform according to their contractual obligations or changes in market prices which may make the instrument less valuable. We obtain various collateral and other protective rights, and continually monitor these rights, in order to reduce such possibilities of loss. In addition, we provide reserves for potential losses based upon management’s periodic review of our portfolio. See Note 3. Major Operators for further discussion of concentrations of credit risk from our tenants.

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Net Income Per Share. Basic earnings per share is calculated using the weighted-average shares of common stock outstanding during the period excluding common stock equivalents. Diluted earnings per share includes the effect of all dilutive common stock equivalents.

In accordance with the accounting guidance regarding the determination of whether instruments granted in share-based payments transactions are participating securities, we have applied the two-class method of computing basic earnings per share. This guidance clarifies that outstanding unvested share-based payment awards that contain rights to non-forfeitable dividends participate in undistributed earnings with common stockholders and are considered participating securities.

Stock-Based Compensation. The FASB requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. We use the Black-Scholes-Merton formula to estimate the value of stock options granted to employees. Also, we use the Monte Carlo model to estimate the value of performance-based stock units awarded to employees. These models require management to make certain estimates including stock volatility, expected dividend yield and the expected term. If management incorrectly estimates these variables, the results of operations could be affected. The FASB also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow. Because we qualify as a REIT under the Internal Revenue Code of 1986, as amended, we are generally not subject to Federal income taxation. Therefore, this reporting requirement does not have an impact on the Consolidated Statements of Cash Flows.

Segment Disclosures. The FASB accounting guidance regarding disclosures about segments of an enterprise and related information establishes standards for the manner in which public business enterprises report information about operating segments. Our investment decisions in seniors housing and health care properties, including property lease transactions, financing receivables, mortgage loans, and other investments, are made and resulting investments are managed as a single operating segment for internal reporting and for internal decision-making purposes. Therefore, we have concluded that we operate as a single segment. In November 2023, The FASB issued ASU No. 2023-07, Segment Reporting-Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 amends ASC Topic 280, Segment Reporting (“ASC 280”) to improve and enhance the information that a public entity discloses about its reportable segments quarterly and to report annually entity-wide disclosure about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. ASU 2023-07 requires public companies to disclose more detailed information about their reportable segments, particularly regarding significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”). ASU 2023-07 clarifies that the significant expenses are identified as expenses that are easily computable and regularly provided to the CODM. Additionally, public companies are required to disclose the title and position of the individual or group or committee identified as the CODM. Additionally, ASU 2023-07 clarifies that entities with a single reportable segment are subject to both existing and new segment reporting requirements under ASC 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and should be applied retrospectively to all periods presented in financial statements. On October 1, 2024, we adopted ASU 2023-07.

The Company uses the management approach in determining reportable operating segments. The management approach considers the internal organization and reporting used by its CODM for making operating decisions, allocating resources and assessing performance as the source for determining our reportable segments. In making this determination, the Company:

i.	determines its CODM;
ii.	identifies and analyzes potential business components;
---	---
iii.	identifies its operating segments; and
---	---
iv.	determines whether there are multiple operating segments requiring presentation as reportable segment.
---	---

During the years ended December 31, 2024, 2023 and 2022, the CODM has been collectively identified as our Chairman and Co-Presidents, who share the responsibility for allocating resources and assessing segment performance.

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3. Major Operators

We have two operators from whom we derive approximately 10% or more of our total revenues. The following table sets forth information regarding our major operator as of December 31, 2024:


		Number of		Number of		Percentage of
				SNF	ALF	Total		Total
Operator		SNF	ALF	Beds	Units	Revenues^(1)^		Assets ^(2)^
Prestige Healthcare ^(3)^		23	—	2,694	93	15.6	%	14.6	%
ALG Senior Living^(4)^		—	29	—	1,308	10.1	%	16.4	%
Total		23	29	2,694	1,401	25.7	%	31.0	%
(1)	Includes total revenues for the twelve months ended December 31, 2024.
---	---

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

(3)	The majority of the revenue derived from this operator relates to interest income from mortgage loans.

(4)	The majority of the revenue derived from this operator relates to interest income from financing receivables.

Our financial position and ability to make distributions may be adversely affected if Prestige Healthcare, or any of our lessees and borrowers face financial difficulties, including any bankruptcies, inability to emerge from bankruptcy, insolvency, or general downturn in business of any such operator, continuing impact upon services or occupancy levels due to infectious disease outbreaks, or in the event any such operator does not renew and/or extend its relationship with us.

4. Supplemental Cash Flow Information



	Year Ended December 31,
	2024		2023		2022
	(in thousands)
Non-cash investing and financing transactions:
Contribution of financing receivables from non-controlling interests	$	61,025	$	12,965	$	14,325
Investment in financing receivables		(163,460)		—		—
Exchange of mortgage loans for controlling interests in joint ventures accounted for as financing receivables		102,435		—		—
Seller financing related to property sales		—		13,750		—
Exchange of mezzanine loan and related prepayment fee for participating interest in mortgage loan		—		(8,841)		—
Reserves withheld at financing and mortgage loan receivable origination		—		(3,641)		107
Write-off of notes receivable		(290)		(3,561)		—
Accretion of interest reserve recorded as mortgage loan receivable		233		1,939		6,192
Preferred return reserve related to investment in unconsolidated joint ventures		—		—		351
Change in fair value of interest rate swap agreements		(2,295)		(2,609)		8,891
Transfer of joint venture partner's non-controlling interest to LTC		1,240		—		—
Distributions paid to non-controlling interests		3,820		1,644		—
Distributions paid to non-controlling interests related to property sale		2,305		—		—

5. Real Estate Investments

Owned Properties. As of December 31, 2024, we owned 123 health care real estate properties consisting of 72 assisted living communities, 50 skilled nursing centers and one behavioral health care hospital located in 23 states. These properties are operated by 23 operators.

Independent living communities, assisted living communities, memory care communities and combinations thereof are included in the assisted living property classification (collectively “ALF”). Any reference to the number of properties, number of units, number of beds, and yield on investments in real estate are unaudited and outside the scope of our independent registered public accounting firm’s audit of our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board.

Depreciation expense on buildings and improvements, including properties classified as held-for-sale, was $36,223,000, $37,303,000, and $37,394,000 for the years ended December 31, 2024, 2023 and 2022, respectively.

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Future minimum base rents receivable under the remaining non-cancelable terms of operating leases excluding the effects of straight-line rent, amortization of lease incentives and renewal options are as follows (in thousands):


	****	Cash		****
		Rent ^(1)^		****
2025		$	116,247
2026			100,188
2027			94,235
2028			83,178
2029			69,620
Thereafter			108,855
(1)	Represents contractual cash rent, except for certain master leases which are based on estimated cash. Includes rent from subsequent extension of a master lease covering two SNFs in Tennessee that was schedule to mature in December 2025 for an additional year.
---	---

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

During the fourth quarter of 2024, an operator notified us of its election not to exercise the renewal option on a master lease covering seven skilled nursing centers in California (1), Florida (2), and Virgina (4). The master lease matures in January 2026 and provides two 5-year renewal options. The operator is obligated to pay rent on the portfolio through maturity and is current on rent obligations through February 2025. Subsequent to December 31, 2024, we engaged a broker to sell or re-lease some or all of the properties in the portfolio.

During 2024, a master lease covering 11 skilled nursing centers located in Texas with a total of 1,444 beds was amended to extend the lease term to December 31, 2028, with two five-year renewal options. The annual rent increased from $8,000,000 to $9,000,000 for 2024. Rent will increase to $9,500,000 in 2025, and $10,000,000 in 2026, escalating 3.1% annually thereafter. As a condition of the amended master lease, the operator paid $12,103,000 during 2024, towards its $13,531,000 working capital note. The remaining $1,428,000 balance of the working capital note is interest-free and will be repaid in installments through 2028.

Additionally, during 2024, another operator exercised its renewal option under its master lease for five years, from March 2025 through February 2030. Annual cash rent for 2024 was $8,004,000 escalating 2.5% annually. The master lease covers 666 beds across four skilled nursing centers, three in Texas and one in Wisconsin, and a behavioral health care hospital in Nevada.

We monitor the collectability of our receivable balances, including deferred rent receivable balances, on an ongoing basis. For leases where we have concluded it is not probable that we will collect substantially all the lease payments under those leases, recognition of rental income is limited to the lesser of the amount of cash collected or rental income reflected on a straight-line basis. We write-off uncollectible operator receivable balances, including straight-line rent receivable and lease incentives balances, as a reduction to rental income in the period such balances are no longer probable of being collected. We wrote-off straight-line rent receivable and lease incentives balances of $321,000, $26,000 and $256,000 for the years ended December 31, 2024, 2023 and 2022, respectively. Additionally, if our conclusion of collectibility changes, we will record the difference between the lease income that would have been recognized on a straight-line basis and cash basis as a current-period adjustment to rental income. We recorded $3,158,000 of straight-line rental income related to restoring accrual basis accounting for two master leases during 2024. We did not record any recovery of straight-line rental income during 2023 and 2022.

We continue to take into account the current financial condition of our operators, in our estimation of uncollectible accounts and deferred rents receivable at December 31, 2024. We are closely monitoring the collectability of such rents and will adjust future estimations as appropriate as further information becomes known.

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The following table summarizes components of our rental income for the years ended December 31, 2024, 2023 and 2022 (in thousands):


		Year Ended December 31,
Rental Income			2024			2023			2022
Contractual cash rental income		$	118,198	^(1)^	$	116,702	^(2)^	$	115,230
Variable cash rental income			12,951	^(3)^		13,525	^(3)^		15,516	^(3)^
Straight-line rent			2,268	^(4)^		(2,078)	^(5)^		(1,369)
Adjustment of lease incentives and rental income			(321)	^(6)^		(26)	^(6)^		(256)	^(6)^
Amortization of lease incentives			(818)			(773)			(877)
Total		$	132,278		$	127,350		$	128,244
(1)	Increased primarily due to $2,377 repayment of rent credit in connection with the sale of our interest in a consolidated JV, rental income from 2023 acquisitions, annual rent escalations, partially offset by portfolio transitions and property sales.
---	---

(2)	Increased primarily due to rental income from acquisitions, annual rent escalations, repayment of deferred rent, and fair market rent resets, partially offset by property sales.

(3)	The variable cash rental income for the years ended December 31, 2024, 2023 and 2022 primarily includes reimbursement of real estate taxes by our lessees.

(4)	Increased primarily due to a one-time additional straight-line rental income related to restoring accrual basis accounting for two master leases.

(5)	Decreased primarily due to deferred rent repayment and normal amortization.

(6)	Represents straight-line rent receivable and lease incentives write-offs.

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Some of our lease agreements provide purchase options allowing the lessees to purchase the properties they currently lease from us. The following table summarizes information about purchase options included in our lease agreements as of December 31, 2024 (dollar amount in thousands):


		Type	Number
		of	of		Gross		Net Book	Option
State		Property	Properties		Investments ^(1)^		Value	Window
Colorado/Kansas/Ohio/Texas		ALF/MC	17	$	65,134	$	30,842	2029	^(2)^
Florida		SNF	3		76,603		76,603	2025-2027
Georgia/South Carolina		ALF/MC	2		32,266		24,855	2027
North Carolina		ALF/MC	11		121,419		121,419	2025-2029	^(3)^
North Carolina		ALF	5		14,980		7,086	2029	^(4)^
North Carolina		ALF	4		41,000		41,000	2024-2028	^(5)^
North Carolina/ South Carolina		ILF/ALF/MC	13		122,460		122,460	2024-2028	^(6)^
Ohio		MC	1		16,161		13,049	2024-2025
Ohio		ILF/ALF/MC	1		54,782		51,331	2025-2027
Oklahoma		ALF/MC	5		11,068		3,936	2027-2029	^(7)^
South Carolina		ALF	1		11,680		7,920	2026	^(8)^
Texas		SNF	4		52,726		48,980	2027-2029	^(9)^
Texas		MC	1		6,724		3,340	2026-2028	^(10)^
Total ^(11)^				$	627,003	$	552,821
(1)	Gross investments include previously recorded impairment losses, if any.
---	---

(2)	During 2023, we re-leased 17 ALFs with a total of 738 units to Brookdale under a new six-year master lease. The new master lease commenced in January 2024 and includes a purchase option that can be exercised in 2029.

(3)

During 2023, we entered into a JV that purchased 11 ALFs and MCs with a total of 523 units and leased the communities under a 10-year master lease. The master lease provides the operator with the option to buy up to 50% of the properties at the beginning of the third lease year, and the remaining properties at the beginning of the fourth lease year through the end of the sixth lease year, with an exit Internal Rate of Return (“IRR”) of 9.0% on any portion of the properties being purchased. For more information regarding this transaction see Financing Receivables below.

(4)	During 2023, we transferred five ALFs with a total of 210 units from Brookdale to an operator new to us. The new master lease commenced in January 2024 and includes a purchase option that can be exercised in 2029.

(5)

During 2024, we entered into a joint venture agreement with ALG Senior Living (“ALG”) and obtained a 92.7% controlling interest in the $41,000 newly formed JV that owns four ALFs in North Carolina with a total of 217 units. The JV leased the communities back to an affiliate of the seller under a 10-year master lease agreement. The master lease includes a purchase option that can be exercised through 2028, with an exit IRR of 8.0%. For more information regarding this transaction see Financing Receivables below.

(6)

During 2024, we entered into a joint venture agreement with ALG and obtained a 52.6% controlling interest in the $122,460 newly formed JV that owns 13 ALFs and MCs in North Carolina (12) and South Carolina (1) with a total of 523 units. The JV leased the communities back to an affiliate of the seller under a 10-year master lease agreement. The master lease includes a purchase option that can be exercised through 2028, with an exit IRR of 8.0%. For more information regarding this transaction see Financing Receivables below.

(7)	During 2023, we transferred five ALFs in Oklahoma with a total of 184 units from Brookdale to an existing operator. The new master lease commenced in November 2023 and includes a purchase option that can be exercised starting in November 2027 through October 2029 if the lessee exercises its four-year extension option.

(8)	During 2024, we transferred this community from ALG to an operator new to us. The new lease commenced in December 2024 and includes a purchase option that can be exercised in September 2026 through November 2026.

(9)

During 2022, we purchased four skilled nursing centers and leased these properties under a 10-year lease with an existing operator. The lease allows the operator to elect either an earn-out payment or purchase option. If neither option is elected within the timeframe defined in the lease, both elections are terminated. For more information regarding the earn-out see Note 9. Commitments and Contingencies.

(10)	During 2024, we transferred this community to an operator new to us. The new master lease commenced in April 2024 and includes a purchase option that can be exercised in May 2026 through April 2028, if the lessee exercises its one-year extension option. Subsequent to December 31, 2024, in conjunction with the closure of the community, this purchase option was terminated.

(11)	Subsequent to December 31, 2024, a master lease covering two SNFs in Tennessee that was scheduled to mature in December 2025, was amended extending the maturity to December 31, 2026. Additionally, the master lease purchase option window which expired on December 31, 2024, was extended for another year to December 31, 2025.

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Impairment Loss. We performed recoverability analysis on the carrying value of the communities listed in the table below and concluded that their carrying value may not be recoverable through future undiscounted cash flows. The following table summarizes information regarding impairment losses recorded during the years ended December 31, 2024, 2023 and 2022 (dollar amounts in thousands):


			Type	Number	Number
			of	of	of	Impairment
Year		State	Properties	Properties	Beds/Units	Loss
2024		Ohio	ALF	1	39	$	780	^(1)^
		Oklahoma	ALF	1	29		153	^(2)^
		Texas	ALF	1	56		6,020	^(1)^
				3	124	$	6,953

2023		Florida	ALF	1	70	$	434	^(3)^
		Florida	ALF	1	60		7,522
		Mississippi	ALF	1	67		4,554	^(4)^
		Texas	ALF	7	248		3,265
				10	445	$	15,775

2022		Florida	ALF	1	70	$	1,222	^(3)^
		Kentucky	ALF	1	60		1,286	^(5)^
		Colorado	ALF	1	—		914	^(6)^
				3	130	$	3,422
(1)	In conjunction with the anticipated closure, we recorded an impairment loss on the carrying value of these properties.
---	---

(2)	Subsequent to December 31, 2024, this community was sold. See Properties Held-for-Sale below for more information regarding this community.

(3)	In conjunction with the ongoing negotiations to sell this community, we recorded a $434 impairment loss during the three months ended March 31, 2023, and a $1,222 impairment loss during the fourth quarter of 2022. This community was sold during the second quarter of 2023 for $4,850 and we recorded a net gain on sale of $64 as a result of this transaction.

(4)	This community was sold during the fourth quarter of 2023 for $1,650 and we recorded a net loss on sale of $219 as a result of this transaction.

(5)	This community was classified as held-for sale at December 31, 2022 and sold during the first quarter of 2023 for $11,000. We recorded a net gain on sale of $57 as a result of this transaction.
(6)	This community was closed during 2022.
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Properties Held-for-Sale. The following summarizes our held-for sale properties as of December 31, 2024 and 2023 (dollar amounts in thousands):


			Type		Number	Number
			of		of	of		Gross		Accumulated
		State	Property		Properties	Beds/units		Investment		Depreciation
At December 31, 2024		OK	ALF	^(1)^	1	29	$	2,016	$	(1,346)
At December 31, 2023		WI	ALF	^(2)^	1	110	$	22,007	$	(3,616)
(1)	This community was sold during the first quarter of 2025. Upon sale, the community was removed from a master lease covering five ALFs in Oklahoma and rent under the master lease was not reduced as a result of the sale.
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(2)	This community was sold during the first quarter of 2024.

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Acquisitions. The following table summarizes our acquisitions for the years ended December 31, 2024 through 2022 (dollar amounts in thousands):


			Cash					Non-						Number	Number
			Paid at		Assumed			Controlling	Transaction			Assets		of	of
Year		Type of Property	Acquisition		Liabilities			Interest	Costs			Acquired		Properties	Beds/Units
2024		OTH ^(1)^	$	300	$	—	$	—	$	19	$	319		—	—
2023		ALF ^(2)^	$	43,759	$	9,767	$	9,133	$	363	$	63,022	^(3)^	1	242
2022		SNF ^(4)^	$	51,817	$	—	$		$	—	$	51,817		4	339
(1)	We acquired a parcel of land in Kansas adjacent to an existing community operated by Brookdale Senior Living Communities (“Brookdale”). Rent was increased by 8.0% of our total cost of the investment.
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(2)

We entered into a $54,134 JV and contributed $45,000 into the JV that purchased an ILF/ALF/MC in Ohio. Under the JV agreement, the seller, our JV partner, has the option to purchase the campus between the third and fourth lease years for LTC’s allocation of the JV investment plus an IRR of 9.75%. The campus was leased to Encore Senior Living (“Encore”) under a 10-year term with an initial yield of 8.25% on LTC’s allocation of the JV investment. LTC committed to fund $2,100 of lease incentives under the Encore lease.

(3)	Includes $8,309 tax abatement intangible included in the Prepaid expenses and other assets line item in our Consolidated Balance Sheets.

(4)

The properties are located in Texas and are leased to an affiliate of an existing operator under a 10-year lease with two 5-year renewal options. Additionally, the lease provides either an earn-out payment or purchase option but not both. If neither option is elected within the timeframe defined in the lease, both elections are terminated. The earn-out payment is available, contingent on achieving certain thresholds per the lease, beginning at the end of the second lease year through the end of the fifth lease year. The purchase option is available beginning in the sixth lease year through the end of the seventh lease year. The initial cash yield is 8% for the first year, increasing to 8.25% for the second year, then increases annually by 2.0% to 4.0% based on the change in the Medicare Market Basket Rate.

Intangible Assets. The following is a summary of our intangible assets as of December 31, 2024 and 2023 (in thousands):


		December 31, 2024								December 31, 2023
						Accumulated								Accumulated
Assets			Cost			Amortization			Net		Cost			Amortization			Net
In-place leases		$	11,047	^(1)^	$	(6,758)	^(2)^	$	4,289	$	11,348	^(1)^	$	(6,109)	^(2)^	$	5,239
Tax abatement intangible		$	8,309	^(3)^	$	(1,097)	^(3)^	$	7,212	$	8,309	^(3)^	$	(405)	^(3)^	$	7,904
(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.

The following table provides future amortization expenses related to the intangible assets at December 31, 2024 (in thousands):


	****	Total		****	2025		****	2026		****	2027		****	2028		****	2029		****	Thereafter
In-place leases ^(1)^		$	4,289		$	872		$	696		$	633		$	519		$	493		$	1,076
Tax abatement intangible ^(2)^			7,212			692			692			692			692			692			3,752
		$	11,501		$	1,564		$	1,388		$	1,325		$	1,211		$	1,185		$	4,828
(1)	Recorded as depreciation expense included in the Depreciation and amortization line item on our Consolidated Statements of Income.
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(2)	Recorded as Property tax expense on our Consolidated Statements of Income.

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Developments and Improvements. During the years ended December 31, 2024, 2023 and 2022, we invested the following in development and improvement projects (in thousands):


	Year Ended December 31,
Type of Property	2024				2023				2022
	Developments		Improvements		Developments		Improvements		Developments		Improvements
Assisted Living Communities	$	—	$	12,431	$	—	$	3,112	$	105	$	5,538
Skilled Nursing Centers		—		1,246		—		6,487		—		2,897
Other		—		—		—		87		—		559
Total	$	—	$	13,677	$	—	$	9,686	$	105	$	8,994

Property Sales. During the years ended December 31, 2024, 2023 and 2022 we recorded net gain on sale of real estate of $7,979,000, $37,296,000 and $37,830,000, respectively. The following table summarizes property sales during the years ended December 31, 2024, 2023 and 2022 (dollar amounts in thousands):


			Type	Number	Number
			of	of	of		Sales			Carrying		Net
Year		State	Properties	Properties	Beds/Units		Price			Value		(Loss) Gain ^(2)^
2024 ^(1)^		Colorado	ALF	1	—	$	5,250		$	4,058	$	1,097
		Florida	ALF	1	60		4,500			4,579		(289)
		Texas	ALF	5	208		1,600			1,282		(390)
		Texas	ALF	2	—		500			389		—
		Texas	ALF	1	80		7,959	^(3)^		4,314		3,635
		Wisconsin	ALF	1	110		20,193	^(4)^		16,195		3,986
		n/a	n/a	—	—		—			—		(60)	^(5)^
Total				11	458	$	40,002		$	30,817	$	7,979

2023		Florida	ALF	5	246	$	23,600		$	9,084	$	13,327
		Kentucky	ALF	1	60		11,000			10,720		57
		Mississippi	ALF	1	67		1,650			1,639		(220)
		New Jersey	ALF	1	39		2,000			1,552		266
		New Mexico	SNF	2	235		21,250			5,523		15,287
		Nebraska	ALF	3	117		2,984			2,934		—
		Oklahoma	ALF	1	37		800			777		11
		Pennsylvania	ALF	2	130		11,128			6,054		4,860
		South Carolina	ALF	3	128		8,409			4,446		3,708
Total				19	1,059	$	82,821		$	42,729	$	37,296

2022		California	ALF	2	232	$	43,715		$	17,832	$	25,867
		California	SNF	1	121		13,250			1,846		10,846
		Texas	SNF	1	—		485			697		(441)
		Virginia	ALF	1	74		16,895			15,549		1,344	^(6)^
		n/a	n/a	—	—		—			—		214	^(7)^
Total				5	427	$	74,345		$	35,924	$	37,830
(1)	Subsequent to December 31, 2024, we sold a 29-unit assisted living community in Oklahoma for $670. Upon sale, the property was removed from a master lease covering five ALFs in Oklahoma and rent under the master lease was not reduced as a result of the sale. At December 31, 2024, the community was classified as held-for-sale.
---	---

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

(3)	As part of the negotiated sale, we received an additional $441 representing rental income through lease maturity in January 2025.

(4)	Represents the price to sell our portion of interest in a JV, net of the JV partner’s $2,305 contributions in the joint venture.

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

(6)	In connection with this sale, the former operator paid us a lease termination fee of $1,181 which is not included in the gain on sale.

(7)	We recognized additional gain due to the reassessment adjustment of the holdbacks related to properties sold during 2020 and 2019, under the expected value model per ASC Topic 606, Contracts with Customers.

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Financing Receivables. We have entered into joint ventures (“JV”) and contributed into the JVs for the acquisition of properties through sale and leaseback transactions. Concurrently, each of these JVs leased the properties acquired back to an affiliate of the seller and provided the seller-lessee with purchase options. We determined that each of these sale and leaseback transactions meet the accounting criteria to be presented as Financing receivables on our Consolidated Balance Sheets and recorded the rental revenue from these properties as Interest income from financing receivables on our Consolidated Statements of Income. See Note 2. Summary of Significant Accounting Policies within our consolidated financial statements for more information. The following table provides information regarding our investments in financing receivables (dollar amounts in thousands):


									Type	Number	Number		Investment
Interest		Investment				Gross		LTC	of	of	of		per
Rate		Year	Maturity	State		Investments		Investment	Properties	Properties	Beds/Units		Bed/Unit
7.25%	^(1)^	2022	2032	FL	$	76,603	$	62,278	SNF	3	299	$	256.20
7.25%	^(2)^	2023	2033	NC		121,419		117,588	ALF/MC	11	523	$	232.16
7.25%	^(3)^	2024	2034	NC/SC		122,460		64,450	ILF/ALF/MC	13	523	$	234.15
7.25%	^(4)^	2024	2034	NC		41,000		37,985	ALF	4	217	$	188.94
					$	361,482	$	282,301		31	1,562
(1)	During 2022, we entered into a JV with an operator new to us. The JV purchased three SNFs and leased the centers back to an affiliate of the seller under a 10-year master lease, with two five-year renewal options and provided the seller-lessee with a purchase option, exercisable at the beginning of the fourth year through the end of the fifth year.
---	---

(2)

(3)

During the second quarter of 2024, we funded an additional $5,546 under a mortgage loan receivable due from an ALG affiliate secured by 13 ALFs and MCs located in North Carolina (12) and South Carolina (1). We then entered into a newly formed $122,460 JV with ALG, whereby we exchanged our $64,450 mortgage loan receivable for a 53% controlling interest in the JV. Concurrently, ALG contributed these properties to the joint venture for a 47% non-controlling interest. The properties were recorded at fair value, and the fair value of certain properties was determined using the income and sales comparison approaches. The income approach utilized stabilized property net operating income and a direct capitalization rate. The sales comparison approach utilized comparable property sales on a per bed basis. The JV leased the properties to an ALG affiliate under a 10-year master lease, with two five-year renewal options and provided the seller-lessee with a purchase option exercisable through 2028, with an exit IRR of 8.0%.

(4)

During the second quarter of 2024, we funded an additional $2,766 under a mortgage loan receivable due from an ALG affiliate secured by four ALFs located in North Carolina. We then entered into a newly formed $41,000 JV with ALG, whereby we exchanged $37,985 mortgage loan receivables for a 93% controlling interest in the JV. Concurrently, ALG contributed these properties and a parcel of land to the joint venture for a 7% non-controlling interest. The properties were recorded at fair value, and the fair value of the properties was determined using the income approach. The JV leased the properties to an ALG affiliate under a 10-year master lease, with two five-year renewal options and provided the seller-lessee with a purchase option exercisable through 2028, with an exit IRR of 8.0%.

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The following table summarizes the interest income from our investment in financing receivables during the years ended December 31, 2024, 2023 and 2022 (dollar amounts in thousands):


	Type	Initial		Interest Income from Financing Receivables
Lease	of	Contractual		Year Ended December 31,
Maturity	Properties	Cash Yield			2024		2023		2022
2032	SNF	7.25	%	$	5,611	$	5,618	$	1,762
2033	ALF/MC	7.25	%		9,710		9,625		—
2034	ILF/ALF/MC	7.25	%		4,751		—		—
2034	ALF	7.25	%		1,591		—		—
				$	21,663	$	15,243	$	1,762

Mortgage Loans. The following table summarizes our investments in mortgage loans secured by first mortgages at December 31, 2024 (dollar amounts in thousands):


							Type	Percentage		Number of				Investment
				Gross			of	of				SNF	ALF	per
Interest Rate		Maturity	State	Investment			Property	Investment		Loans ^(2)^	Properties ^(3)^	Beds	Units	Bed/Unit
8.8%		2025	FL	$	4,000		ALF	1.3	%	1	2	—	92	$	43.48
7.8%		2025	FL		16,706		ALF	5.3	%	1	1	—	112	$	149.16
7.3%		2025	NC		10,750		ALF	3.4	%	1	1	—	45	$	238.89
8.8%		2026	MI		12,753		ALF	4.1	%	1	1	—	85	$	150.04
8.8%		2028	IL		16,500		SNF	5.2	%	1	1	150	—	$	110.00
11.1% ^(4)^		2043	MI		180,700		SNF	57.2	%	1	14	1,749	—	$	103.32
10.0% ^(4)^		2045	MI		39,800		SNF	12.6	%	1	4	480	—	$	82.92
10.3% ^(4)^		2045	MI		19,700		SNF	6.2	%	1	2	201	—	$	98.01
10.5% ^(4)^		2045	MI		14,825		SNF	4.7	%	1	1	146	—	$	101.54
Total				$	315,734	^(1)^		100.0	%	9	27	2,726	334	$	103.18
(1)	Excludes the impact of credit loss reserve.
---	---

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

(3)

(4)	Mortgage loans provide for 2.25% annual increases in the interest rate after a certain time period.

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The following table summarizes our mortgage loan activity for the years ended December 31, 2024, 2023 and 2022 (in thousands):


	Year Ended December 31,
	2024			2023			2022
Originations and funding under mortgage loans receivable	$	21,833	^(1)^	$	97,058	^(4)^	$	40,732	^(5)^
Exchange of mortgage loans for controlling interests in joint ventures accounted for as financing receivables		(102,435)	^(2)^		—			—
Pay-offs received		(85,204)	^(3)^		—			—
Application of interest reserve		169			1,722			6,192
Scheduled principal payments received		(701)			(10,351)			(1,175)
Mortgage loan premium amortization		(8)			(7)			(6)
Recovery (provision) for loan loss reserve		1,663			(884)			(457)
Net (decrease) increase in mortgage loans receivable	$	(164,683)		$	87,538		$	45,286

(1)	The following funding occurred during 2024:

(a)

(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). During the three months ended June 30, 2024, we exchanged this $64,450 mortgage loan receivable for a controlling interest in a JV investment with an ALG affiliate. See Financing Receivables above for more information;

(c)	$2,766 of additional funding under a mortgage loan receivable agreement with an ALG affiliate secured by four ALFs in North Carolina. During the three months ended June 30, 2024, we exchanged this $37,985 mortgage loan receivable for a controlling interest in a JV investment with an ALG affiliate. See Financing Receivables above for more information; and

(d)	$768 of additional funding under various loans.

(2)	The following occurred:

(a)	$64,450 mortgage loan receivable due from an ALG affiliate was exchanged for a controlling interest in a JV. See (1)(b) above for more information; and

(b)	$37,985 mortgage loan receivable due from an ALG affiliate was exchanged for a controlling interest in a JV. See (1)(c) above for more information.

(3)	The following payoffs/paydowns were received during 2024:
(a)	The payoff of a $51,111 mortgage loan receivable secured by a 203-unit ILF, ALF and MC in Georgia;
---	---

(b)	The payoff of a $2,013 mortgage loan secured by a parcel of land in Missouri;

(c)	The payoff of a $29,347 mortgage loan secured by a 189-bed SNF in Louisiana; and

(d)	A partial principal paydown of $2,733 related to the sale of a SNF securing the mortgage loan previously secured by 15 SNFs in Michigan.

(4)	We originated the following during 2023:

(a)	$10,750 mortgage loan secured by a 45-unit MC located in North Carolina. The loan carries a two-year term with an interest-only rate of 7.25% and an IRR of 9.0%;

(b)

$51,111 mortgage loan investment secured by a 203-unit ILF, ALF and MC located in Georgia. We acquired a participating interest owned by existing lenders for $42,251 in addition to converting our $7,461 mezzanine loan in the property into a participating interest in the mortgage loan. Our investment is at an initial rate of 7.5% with an IRR of 7.75%. We recorded $1,380 of additional interest income in connection with the effective prepayment of the mezzanine loan in the first quarter of 2023. The mortgage loan was paid off during 2024;

(c)	$16,500 senior loan for the acquisition of a 150-bed Medicare focused SNF in Illinois. The mortgage loan matures in June 2028 and our investment is at an interest rate of 8.75%;

(d)	$4,947 of contractual additional funding under other mortgage loans receivable;

(e)	$13,750 of seller financing collateralized by four ALFs. $9,750 was repaid subsequently and two ALFs were released from collateral. The net $4,000 seller-financed mortgage loan is for two-years, with a one-year extension, at the interest rate of 8.75%; and

(f)	$19,500 mortgage loan commitment for the construction of an 85-unit ALF and MC in Michigan. The borrower contributed

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$12,100 of equity which initially funded the construction. Upon fully drawing of the borrower’s equity in the first quarter of 2024, we began funding the commitment. The 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.

(5)

We originated two senior mortgage loans, secured by four ALFs operated by an existing operator, as well as a land parcel in North Carolina. The communities have a combined total of 217 units, with an average age of less than four years. The land parcel is approximately 7.6 acres adjacent to one of the ALFs and is being held for the future development of a seniors housing community. The mortgage loans have a four-year term, an interest rate of 7.25% and an IRR of 8%. We also funded an additional $2,000 under an existing mortgage loan.

At December 31, 2024 and 2023 the carrying values of the mortgage loans, net of loan loss reserves were $312,583,000 and $477,266,000, respectively. Scheduled principal payments on mortgage loan receivables are as follows (in thousands):


	****	Scheduled		****
		Principal		****
2025		$	32,136
2026			13,434
2027			680
2028			17,180
2029			680
Thereafter			251,624
Total		$	315,734

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6. Investments in Unconsolidated Joint Ventures

We have preferred equity investments in two joint ventures and an ADC loan. We determined that each of these investments meet the accounting criteria to be considered a VIE. We are not the primary beneficiary of the VIEs 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 VIEs. Therefore, we account for these investments as joint venture using the equity method of accounting. The following table provides information regarding these investments (dollar amounts in thousands):


		Type	Type		Total		Contractual		Number
		of	of		Preferred		Cash		of		Carrying
State		Properties	Investment		Return		Portion		Beds/ Units		Value
Texas		SNF/ALF	Senior Loan	^(1)^	9.2	%	9.2	%	104	$	11,262	^(1)^
Washington		ALF/MC	Preferred Equity	^(2)^	12.0	%	9.0	%	109		6,340	^(2)^
Washington		ILF/ALF	Preferred Equity	^(3)^	14.0	%	8.0	%	267		13,000	^(3)^
Total									480	$	30,602
(1)	We originated a $12,700 mortgage loan to a current operator secured by a SNF/ALF in Texas. The investment commitment amount includes $11,164, funded during 2024, an interest reserve of $750 and a capital expenditure reserve of $786. In accordance with GAAP, this mortgage loan was determined to be an ADC loan and is accounted for as an unconsolidated JV. The campus has 104 beds (70 skilled nursing and 34 assisted living). The five-year mortgage loan is interest-only.
---	---

(2)

Our investment represents 15.5% of the total investment. The preferred equity investment earns an initial cash rate of 7%, increasing to 9% in year four until the IRR is 8%. After achieving an 8% IRR, the cash rate drops to 8% with an IRR ranging between 12% to 14%, depending upon timing of redemption. 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.

(3)

Our investment represents 11.0% of the total investment. The preferred equity investment earns an initial cash rate of 8% with an IRR of 14%. The JV partner has the option to buy out our investment at any time after August 31, 2023 at the IRR rate. Also, we have the option to require the JV partner to purchase our preferred equity interest at any time between August 31, 2027 and prior to the end of the first renewal term of the lease.

The following table summarizes our capital contributions, income recognized, and cash interest received related to our investments in unconsolidated joint ventures during the years ended December 31, 2024, 2023 and 2022 (in thousands):


	Type
	of		Income		Cash Income		Non-cash
Year	Properties		Recognized		Earned		Income Accrued
2024	SNF/ALF	$	884	$	884	$	—
	ALF/MC		504		504		—
	ILF/ALF ^(1)^		1,054		—		1,054
Total		$	2,442	$	1,388	$	1,054

2023	ALF/MC	$	450	$	56	$	394
	ILF/ALF ^(1)^		1,054		—		1,054
Total		$	1,504	$	56	$	1,448

2022	ALF/MC	$	450	$	—	$	450
	UDP ^(1)^		1,054		351		703
Total		$	1,504	$	351	$	1,153

(1)	The JV developed and owns a 267-unit ILF and ALF in Washington. The development project was completed during the fourth quarter of 2023.

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7. Notes Receivable

Notes receivable consists of mezzanine loans and working capital loans. The following table summarizes our investments in notes receivable at December 31, 2024 (dollar amounts in thousands):


Interest				Type of	Gross				Type of
Rate	IRR		Maturity	Loan	Investment			# of loans	Property
8.0%	11.0	%	2027	Mezzanine	$	25,000		1	ALF
0.0%	—		2028	Working capital		1,429		1	SNF
8.8%	12.0	%	2028	Mezzanine		17,000		1	ALF
6.5%	—		2030	Working capital		138		2	SNF
7.4%	—		2030	Working capital		1,457		2	ALF
0.0%	—		2031	Working capital		2,693		1	ALF
					$	47,717	^(1)^	8

(1)	Excludes the impact of credit loss reserve.

The following table is a summary of our notes receivable components at December 31, 2024 and 2023 (in thousands):


	At December 31, 2024		At December 31, 2023		****
Mezzanine loans	$	42,000	$	42,000
Working capital loans		5,717		19,101
Notes receivable credit loss reserve		(477)		(611)
Total	$	47,240	$	60,490

The following table summarizes our notes receivable activity for the years ended December 31, 2024, 2023 and 2022 (in thousands):


	Year Ended December 31,
		2024			2023			2022
Advances under notes receivable	$	340		$	20,377	^(3)^	$	37,192	^(5)^
Principal payments received under notes receivable		(13,434)	^(1)^		(14,687)	^(4)^		(6,843)
Write-off of notes receivable		(290)	^(2)^		(3,561)	^(2)^		—
Recovery (provision) of credit losses		134			(22)			(303)
Net (decrease) increase in notes receivable	$	(13,250)		$	2,107		$	30,046
(1)	During 2024, we received $12,103 towards the paydown of a $13,531 working capital note. The remaining $1,428 balance of the working capital note is interest free and will be repaid in installments through 2028. Additionally, we received an aggregate of $1,331 related to the payoff of three working capital notes.
---	---

(2)	During 2024 and 2023, we wrote-off uncollectible working capital notes.

(3)	During 2023, we originated a mezzanine loan to recapitalize an existing 130-unit ILF/ALF/MC in Georgia and construction of 89 additional units. The loan term is five years at an initial yield of 8.75% and an IRR of 12.0%.

(4)

During 2023, we received $4,545, which includes a prepayment fee and the exit IRR totaling $190 from a mezzanine loan prepayment. The mezzanine loan was on a 136-unit ILF in Oregon. Additionally, another $7,461 mezzanine loan was effectively prepaid through converting it as part of our $51,111 investment in a participating interest in an existing mortgage loan that is secured by a 203-unit ALF, ILF and MC located in Georgia. We recorded $1,380 of interest income in connection with the effective prepayment of the mezzanine loan.

(5)	During 2022, we originated a $25,000 mezzanine loan for the recapitalization of five ALFs located in Oregon and Montana. The mezzanine loan has a term of approximately five years, with two one-year extension options and bears interest at 8% with an IRR of 11%. The five communities have a total of 621 units and include independent living, assisted living and memory care.

8. Lease Incentives

Our non-contingent lease incentive balances at December 31, 2024 and 2023 were $3,522,000 and $2,607,000, respectively. The following table summarizes our non-contingent lease incentive activity for the years ended

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December 31, 2024, 2023 and 2022 (in thousands):



		Year Ended December 31,
			2024			2023			2022
Lease incentives funded		$	1,924		$	1,627		$	418
Amortization of lease incentives			(818)			(773)			(877)
Adjustment for collectability of lease incentives			—			(26)	^(2)^		(256)	^(2)^
Other adjustments			(191)	^(1)^		(10)	^(1)^		(174)	^(1)^
Net increase in non-contingent lease incentives		$	915		$	818		$	(889)
(1)	Represents lease incentive balances written-off due to property sales.
---	---

(2)	Represents uncollectible lease incentive balances written-off.

Non-contingent lease incentives represent payments made to our lessees for various reasons including entering into a new lease or lease amendments and extensions. Contingent lease incentives represent potential contingent earn-out payments that may be made to our lessees in the future, as part of our lease agreements. From time to time, we may commit to provide contingent payments to our lessees, upon our properties achieving certain rent coverage ratios. Once the contingent payment becomes probable and estimable, the contingent payment is recorded as a lease incentive. Lease incentives are amortized as a yield adjustment to rental income over the remaining life of the lease.

9. Credit Loss Reserve

We apply Accounting Standards Codification Topic 326, Financial Instruments-Credit Losses (“ASC 326”), which requires a forward-looking “expected loss” model, to estimate our loan losses. We determined our Financing receivables, Mortgage loans receivable and Notes receivable line items on our Consolidated Balance Sheets are within the scope of ASC 326.

Financing receivables. We obtained controlling interests in JVs that acquired properties through sale and leaseback transactions. The JVs concurrently leased the properties acquired back to affiliates of sellers and provided the sellers-lessees with purchase options. We consolidated the JVs as Financing receivables on our Consolidated Balance Sheets. For more information regarding these transactions See Note 2. Summary of Significant Accounting Policies above. At December 31, 2024, 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: security deposits, property tax impounds, repair and maintenance escrows and other credit enhancements such as corporate or personal guarantees or letters of credit.

Mortgage loans. 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 December 31, 2024, we had nine mortgage loans secured by 27 properties in four 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.

Notes receivable. Our notes receivable consist of mezzanine loans and working capital notes. Security for these notes can include all or a portion of the following credit enhancements: secured second mortgage, pledge of equity interests and personal/corporate guarantees.

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The following table summarizes our financial instruments within the scope of ASC 326 by year of origination (dollar amounts in thousands):


			Year of origination ^(1)^											At December 31, 2024
Investment Type:		2024		2023		2022		2021		2020		Prior		Total		Credit loss reserve
Financing receivables		$	163,460	$	121,419	$	76,603	$	—	$	—	$	—	$	361,482	$	3,615

Mortgage loans receivable		$	—	$	44,003	$	—	$	16,706	$	—	$	255,025	$	315,734	$	3,151

Mezzanine loans		$	—	$	17,000	$	25,000	$	—	$	—	$	—	$	42,000	$	420
Working Capital loans			—		—		—		1,929		1,095		2,693		5,717		57
Total Notes Receivable		$	—	$	17,000	$	25,000	$	1,929	$	1,095	$	2,693	$	47,717	$	477
(1)	Excludes paid-off loans. Additional funding, if any, **** is included in the year of the origination of the initial loan.
---	---

We monitor the credit quality of our financial instruments through a variety of methods determined by the underlying collateral or other protective rights, operator’s payment history and other internal metrics. Our monitoring process includes periodic review of financial statements for each facility, scheduled property inspections and review of covenant compliance, industry conditions and current and future economic conditions. The future economic conditions are based on the economic data from the Federal Reserve and reasonable assumptions for the future economic trends.

In determining the “expected” credit loss reserves on these instruments, we utilize the probability of default and discounted cash flow methods. Further, we stress-test the results to reflect the impact of unknown adverse future events including recessions.

The expected credit losses related to our financial instruments that are within the scope of ASC 326 are as follows (in thousands):


	****				Recovery	****	Provision		****
	****	Balance			due to	****	due to		****	Balance
	****	at			Payoffs/	****	Originations/		****	at
Description	****	12/31/2023			Write-offs	****	additional funding		****	12/31/2024
Credit Loss Reserve- Financing Receivables		$	1,980	$	—		$	1,635		$	3,615
Credit Loss Reserve- Mortgage Loans Receivable			4,814		(1,883)			220			3,151
Credit Loss Reserve-Notes Receivable			611		(137)			3			477

We elected not to measure an allowance for expected credit losses on accrued interest receivable under the expected credit loss standard as we have a policy to reserve or write off accrued interest receivable in a timely manner through our quarterly review of the loan and property performance. Therefore, we elected the policy to write off accrued interest receivable by recognizing credit loss expense. As of December 31, 2024, the total balance of accrued interest receivable of $60,258,000 was not included in the measurement of expected credit loss. During the year ended December 31, 2024, we wrote-off $613,000 related to accrued interest receivable. During the years ended December 31, 2023 and 2022, we did not recognize any write-offs related to accrued interest receivable.

10. Debt Obligations

Unsecured Credit Facility. 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 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. During the first quarter of 2024, we entered into an amendment to the Original Credit Agreement (the “Credit Agreement”) to accelerate our one-year extension option notice to January 4, 2024. Concurrently, we exercised our option to extend the maturity date to November 19, 2026. Other material terms of the Original Credit Agreement remained unchanged. The Credit Agreement permits us to request increases to the Revolving Line of Credit and Term Loans commitments up to a total of $1,000,000,000 (the “Accordion”). As permitted under the terms of the Credit Agreement, we exercised $25,000,000 of

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the available $500,000,000 Accordion feature of the Revolving Line of Credit during the third quarter of 2024. Accordingly, the aggregate commitment of the lenders under the Credit Agreement increased to $525,000,000, with $475,000,000 remaining available under the Accordion. The exercise of the Accordion did not materially change any other term or condition of the Credit Agreement, including its maturity date or covenant requirements.

Based on our leverage at December 31, 2024, the Revolving Line of Credit provides for interest annually at Adjusted SOFR plus 110 points and a facility fee of 15 basis points and the Term Loans provide for interest annually at Adjusted SOFR plus 125 points.

Interest Rate Swap Agreements. In connection with entering into the Term Loans as discussed above, we entered into two receive variable/pay fixed interest rate swap agreements (“Interest Rate 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 the 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, with changes in the fair value of these instruments recognized in Accumulated other comprehensive income (loss) on our Consolidated Balance Sheets. During the year ended December 31, 2024 and 2023, we recorded $2,295,000 and $2,609,000, respectively, decrease in fair value of Interest Rate Swaps.

The following table sets forth information regarding our Interest Rate Swaps at December 31, 2024 and 2023 (dollar amounts in thousands):


						Notional	Fair Value at
Date Entered	Maturity Date	Swap Rate		Rate Index		Amount		December 31, 2024		December 31, 2023
November 2021	November 19, 2025	2.62	%	1-month SOFR	$	50,000	$	1,305	$	2,698
November 2021	November 19, 2026	2.76	%	1-month SOFR		50,000		2,510		3,412
					$	100,000	$	3,815	$	6,110

Senior Unsecured Notes. We have senior unsecured notes held by institutional investors with interest rates ranging from 3.66% to 4.5%. The senior unsecured notes mature between 2026 and 2033.

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

(i)	a ratio of total indebtedness to total asset value not greater than 0.5 to 1.0;
(ii)	a ratio of secured debt to total asset value not greater than 0.35 to 1.0;
---	---
(iii)	a ratio of unsecured debt to the value of the unencumbered asset value not greater than 0.6 to 1.0; and
---	---
(iv)	a ratio of EBITDA, as calculated in the Unsecured Credit Agreement, to fixed charges not less than 1.50 to 1.0.
---	---

At December 31, 2024, 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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The following table sets forth information regarding debt obligations by component as of December 31, 2024 and 2023 (dollar amounts in thousands):


			At December 31, 2024				At December 31, 2023
		Applicable			Available				Available
		Interest	Outstanding		for		Outstanding		for
Debt Obligations		Rate ^(1)^	Balance		Borrowing		Balance		Borrowing
Revolving line of credit ^(2)^		6.04%	$	144,350	$	280,650	$	302,250	$	97,750
Term loans, net of debt issue costs		2.59%		99,808		—		99,658		—
Senior unsecured notes, net of debt issue costs ^(3)^		4.15%		440,442		—		489,409		—
Total		4.32%	$	684,600	$	280,650	$	891,317	$	97,750
(1)	Represents weighted average of interest rate as of December 31, 2024.
---	---

(2)	Subsequent to December 31, 2024, we borrowed $15,000 under our unsecured revolving line of credit. Accordingly, we have $159,350 outstanding and $265,650 available for borrowing under our unsecured revolving line of credit.

(3)	Subsequent to December 31, 2024, we repaid $7,000 in scheduled principal paydowns on our senior unsecured notes. Accordingly, we have $433,442 outstanding under our senior unsecured notes, net of debt issue costs.

Our borrowings and repayments for the years ended December 31, 2024, 2023 and 2022 are as follows (in thousands):


		Year Ended December 31,
		2024						2023				2022
Debt Obligations			Borrowings			Repayments		Borrowings		Repayments		Borrowings		Repayments
Revolving line of credit		$	27,200	^(1)^	$	(185,100)		$	277,450	$	(105,200)	$	194,000	$	(174,900)
Senior unsecured notes			—			(49,160)	^(2)^		—		(49,160)		75,000		(48,160)
Total		$	27,200		$	(234,260)		$	277,450	$	(154,360)	$	269,000	$	(223,060)
(1)	Subsequent to December 31, 2024, we borrowed $15,000 under our unsecured revolving line of credit. Accordingly, we have $159,350 outstanding and $265,650 available for borrowing under our unsecured revolving line of credit.
---	---

(2)	Subsequent to December 31, 2024, we repaid $7,000 in scheduled principal paydowns on our senior unsecured notes. Accordingly, we have $433,442 outstanding under our senior unsecured notes, net of debt issue costs.

Scheduled Principal Payments. The following table represents our long-term contractual obligations (scheduled principal payments and amounts due at maturity) as of December 31, 2024, and excludes the effects of interest and debt issue costs (in thousands):


		Total			2025			2026		2027		2028		2029		Thereafter		****
Revolving line of credit		$	144,350	^(1)^	$	—		$	144,350	$	—	$	—	$	—	$	—
Term loans			100,000			50,000			50,000		—		—		—		—
Senior unsecured notes			441,500	^(2)^		49,500	^(2)^		51,500		54,500		55,000		63,000		168,000
		$	685,850		$	99,500		$	245,850	$	54,500	$	55,000	$	63,000	$	168,000
(1)	Subsequent to December 31, 2024, we borrowed $15,000 under our unsecured revolving line of credit. Accordingly, we have $159,350 outstanding and $265,650 available for borrowing under our unsecured revolving line of credit.
---	---

(2)	Subsequent to December 31, 2024, we repaid $7,000 in scheduled principal paydowns on our senior unsecure notes. Accordingly, we have $433,442 outstanding under our senior unsecured notes, net of debt issue costs.

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11. Equity

Non-controlling Interests. We have entered into partnerships to develop and/or own real estate. Given that our limited members do not have the substantive kick-out rights, liquidation rights, or participation rights, we have concluded that the partnerships are VIEs. As we exercise power over and receive benefits from the VIEs, we are considered the primary beneficiary. Accordingly, we consolidate the VIEs and record the non-controlling interests on the consolidated financial statements. As of December 31, 2024, we have the following consolidated VIEs (in thousands):


					Gross
Investment		Property			Consolidated		Non-Controlling
Year	Purpose	Type	State		Assets		Interests
2024	Own real estate	ILF/ALF/MC	NC/SC	$	122,460	$	58,010
2024	Own real estate	ALF/MC	NC		41,000		3,015
2023	Own real estate	ILF/ALF/MC	OH		54,782		9,134
2023	Own real estate	ALF/MC	NC		121,419		3,831
2022	Own real estate	SNF	FL		76,603		14,325
2018	Own real estate	ILF	OR		14,650		2,907
2018	Own and develop real estate	ALF/MC	OR		18,452		1,156
Total				$	449,366	$	92,378

In 2017, we entered into a partnership and acquired an 87-unit assisted living and memory care community in South Carolina. During 2024, our joint venture partner transferred their $1,240,000 non-controlling interest to us resulting in us controlling full ownership of the community. Additionally, in 2017 we entered into a partnership for the acquisition of land and development of a 110-unit independent living, assisted living and memory care community in Wisconsin. During 2024, we sold our interest in this JV. As a result, these joint ventures are not listed in the table above.

Common Stock. We had separate equity distribution agreements (collectively, the “Original Equity Distribution Agreements”) to offer and sell, from time to time, up to $200,000,000 in aggregate offering price of shares of our common shares.

During the years ended December 31, 2024, 2023 and 2022, we sold 2,113,270, 1,658,400 and 1,792,400 shares of common stock, respectively, under our Original Equity Distribution Agreements. In conjunction with the sale of common stock, during the years ended December 31, 2024, 2023 and 2022, we incurred costs of $374,000, $836,000 and $513,000, respectively, associated with the Original Equity Distribution Agreements which have been recorded in additional paid in capital as a reduction of proceeds received.

During the fourth quarter of 2024, we terminated our Original Equity Distribution Agreements and entered into a new equity distribution agreement (the “Equity Distribution Agreement”) to sell, from time to time, up to $400,000,000 in aggregate offering price of shares of our common stock. The Equity Distribution Agreement provide 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 fourth quarter of 2024, we sold 250,000 shares of our common stock for $9,542,000 in net proceeds under our Equity Distribution Agreement. In conjunction with the sale of common stock, we incurred $329,000 of costs associated with this agreement which have been recorded in additional paid in capital as a reduction of proceeds received.

During the years ended December 31, 2024, 2023 and 2022, we acquired 49,540 shares, 43,933 shares and 39,463 shares, respectively, of common stock held by employees who tendered owned shares to satisfy tax withholding obligations.

Shelf Registration Statement. We have an automatic shelf registration statement on file with the SEC, and currently have the ability to file additional automatic shelf registration statements, to provide us with capacity to publicly offer an indeterminate amount of common stock, preferred stock, warrants, debt, depositary shares, or units. We may from time to time publicly raise capital under our automatic shelf registration statement in amounts, at prices, and on terms to be announced when and if the securities are offered. The specifics of any future offerings, along with the use of

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proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of the offering. Our shelf registration statement expires in November 2027.

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


		Year Ended December 31,
		2024				2023				2022
		Declared		Paid		Declared		Paid		Declared		Paid
Common Stock ^(1)^		$	100,530	$	100,530	$	94,764	$	94,764	$	91,509	$	91,509
(1)	Represents $0.19 per share per month for the years ended December 31, 2024, 2023 and 2022.
---	---

In January 2025, we declared a monthly cash dividend of $0.19 per share on our common stock for the months of January, February and March 2025 payable on January 31, February 28, and March 31, 2025, respectively, to stockholders of record on January 23, February 20, and March 21, 2025, respectively.

Stock Based Compensation Plans. During 2021, we adopted, and our stockholders approved the 2021 Equity Participation Plan (the “2021 Plan”) which replaces the 2015 Equity Participation Plan (the “2015 Plan”). Under the 2021 Plan, 1,900,000 shares of common stock have been authorized and reserved for awards, less one share for every one share that was subject to an award granted under the 2015 plan after December 31, 2020 and prior to adoption. In addition, any shares that are not issued under outstanding awards under the 2015 Plan because the shares were forfeited or cancelled after December 31, 2020 will be added to and again be available for awards under the 2021 Plan. 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. As of December 31, 2024, we have 1,645,349 shares of common stock reserved for awards under the 2021 Plan.

Restricted Stock and Performance-Based Stock Units. Restricted stock activity for the years ended December 31, 2024, 2023 and 2022 was as follows:


	Year Ended December 31,
	Shares							Weighted Average Price
	2024		2023		2022		****	2024		2023		2022
Outstanding, January 1		258,620		229,236		197,422		$	36.43	$	38.26	$	44.20
Granted		175,431		146,020		135,210		$	31.07	$	36.55	$	34.35
Vested		(132,842)		(115,551)		(103,396)		$	31.51	$	36.29	$	34.93
Cancelled		—		(1,085)		—			n/a	$	34.73		n/a
Outstanding, December 31		301,209		258,620		229,236		$	33.18	$	36.43	$	38.26

During the years ended December 31, 2024, 2023 and 2022, we granted 132,524, 86,867 and 86,332, respectively, of performance-based stock units. During the years ended December 31, 2024, 2023 and 2022 no performance-based stock units vested. Total compensation expense related to restricted stock and performance-based stock units for the years ended December 31, 2024, 2023 and 2022 were $9,052,000, $8,481,000 and $7,964,000.

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During 2024, 2023 and 2022, we granted 307,955, 232,887 and 221,542 shares of restricted common stock and performance-based stock units, respectively, under the 2021 Plan as follows:


		No. of	Price per
Year		Shares/Units	Share		Reward Type	Vesting Period
2024		159,536	$	30.72	Restricted stock	ratably over 3 years
		69,610	$	31.84	Performance-based stock units	TSR targets ^(1)^
		62,914	$	31.84	Performance-based stock units	TSR targets ^(2)^
		15,895	$	34.60	Restricted stock	^(3)^
		307,955

2023		127,960	$	37.16	Restricted stock	ratably over 3 years
		86,867	$	37.16	Performance-based stock units	TSR targets ^(4)^
		15,060	$	31.54	Restricted stock	May 24, 2024
		3,000	$	35.45	Restricted stock	July 25, 2024
		232,887

2022		122,865	$	33.94	Restricted stock	ratably over 3 years
		86,332	$	33.94	Performance-based stock units	TSR targets ^(4)^
		12,345	$	38.48	Restricted stock	May 25, 2023
		221,542
(1)	Vesting is based on achieving certain total shareholder return (“TSR”) targets in 3 years.
---	---

(2)	Vesting is based on achieving certain TSR targets relative to the TSR of a predefined peer group in 3 years.

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

(4)	Vesting is based on achieving certain total shareholder return (“TSR”) targets in 4 years with acceleration opportunity in 3 years.


	Remaining
	Compensation
Vesting Date	Expense
2025	$	6,450
2026		3,385
2027		369
Total	$	10,204

Stock Options. During 2024, 2023 and 2022, we did not issue any stock options. Nonqualified stock option activity for the years ended December 31, 2024, 2023 and 2022 was as follows:


					Weighted Average
		Shares			Price
		2024	2023	2022	2024			2023	2022
Outstanding, January 1		5,000	10,000	15,000	$	38.43	$	38.43	$	38.43
Granted		—	—	—		n/a		n/a		n/a
Exercised		—	—	—		n/a		n/a		n/a
Canceled		(5,000)	(5,000)	(5,000)	$	38.43	$	38.43	$	38.43
Outstanding, December 31		—	5,000	10,000		n/a	$	38.43	$	38.43

Exercisable, December 31^(1)^		—	5,000	10,000		n/a	$	38.43	$	38.43
(1)	Options exercisable at December 31, 2023 and 2022 had a weighted average remaining contractual life of approximately 0.2 years, and 0.7 years, respectively.
---	---

We use the Black-Scholes-Merton formula to estimate the value of stock options granted to employees. This model requires management to make certain estimates including stock volatility, expected dividend yield and the

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expected term. No compensation expense related to the vesting of stock options was recorded for the years ended December 31, 2024, 2023 and 2022.

12. Commitments and Contingencies

At December 31, 2024, we had commitments as follows (in thousands):


							Total
		Investment			2024		Commitment		Remaining
		Commitment			Funding		Funded		Commitment
Real estate properties^^(Note 5. Real Estate Investments)		$	16,848	^(1)^	$	10,308	$	11,259	$	5,589
Accrued incentives and earn-out liabilities (Note 8. Lease Incentives)			4,525	^(2)^		—		—		4,525
Mortgage loans (Note 5. Real Estate Investments)			63,620	^(3)^		12,754		14,754		48,866
Joint venture investments (Note 6. Investments in Unconsolidated Joint Ventures)			1,536	^(4)^		98		98		1,438
Notes receivable (Note 7. Notes Receivable)			760	^(5)^		—		—		760
Total		$	87,289		$	23,160	$	26,111	$	61,178
(1)	Represents commitments to purchase land and improvements, if applicable, and to develop, re-develop, renovate or expand seniors housing and health care properties.
---	---

(2)

Includes an earn-out payment of up to $3,000 to an operator under a master lease on four SNFs in Texas which were acquired during 2022. The master lease allows either an earn-out payment up to $3,000 or a purchase option. The earn-out payment is available, contingent on achieving certain thresholds per the lease, beginning at the end of the second lease year through the end of the fifth lease year. If neither option is elected within the timeframe defined in the lease, both elections are terminated. For more information regarding the purchase option see Note 5. Real Estate Investments.

(3)	Represents $19,500 of commitment related to a construction loan, $26,120 of commitments for the expansion, renovation and working capital related to seniors housing and skilled nursing properties securing the mortgage loans and $18,000 of commitments which are contingent upon the borrower achieving certain coverage ratios.

(4)	Represents an interest reserve of $750 and capital expenditure reserves of $786 related to a mortgage loan secured by a combination SNF and ALF property in Texas. The loan is accounted for as an unconsolidated JV in accordance with GAAP. For more information regarding this loan see Note. 6 Investment in Unconsolidated Joint Ventures.

(5)	Represents working capital loan commitments.

Also, some of our lease agreements provide purchase options allowing the lessees to purchase the properties they currently lease from us. See Note 5. 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 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. We believe that these matters are the responsibility of our lessees and borrowers pursuant to general legal principles and pursuant to insurance and indemnification provisions in the applicable leases or mortgages. We intend to continue to vigorously defend such claims.

13. Distributions

We must distribute at least 90% of our taxable income in order to continue to qualify as a REIT. This distribution requirement can be satisfied by current year distributions or, to a certain extent, by distributions in the following year.

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For federal tax purposes, distributions to stockholders are treated as ordinary income, capital gains, return of capital or a combination thereof. Distributions for 2024, 2023 and 2022 were cash distributions. The federal income tax classification of the per share common stock distributions are as follows (unaudited):


	Year Ended December 31,
	2024		2023		2022
Ordinary taxable distribution	$	1.745	$	1.110	$	1.095
Return of capital		0.535		—		—
Unrecaptured Section 1250 gain		—		0.744		0.502
Long-term capital gain		—		0.426		0.683
Total	$	2.280	$	2.280	$	2.280

14. Net Income Per Common Share

Basic and diluted net income per share was as follows (in thousands except per share amounts):



		For the Year Ended December 31,
		2024		2023		2022
Net income		$	94,879	$	91,462	$	100,584
Less income allocated to non-controlling interests			(3,839)		(1,727)		(560)
Less income allocated to participating securities:
Non-forfeitable dividends on participating securities			(682)		(587)		(531)
Income allocated to participating securities			—		—		(49)
Total net income allocated to participating securities			(682)		(587)		(580)
Net income available to common stockholders			90,358		89,148		99,444
Effect of dilutive securities:
Participating securities ^(1)^			—		—		—
Net income for diluted net income per share		$	90,358	$	89,148	$	99,444

Shares for basic net income per share			43,743		41,272		39,894
Effect of dilutive securities:
Stock options ^(1)^			—		—		—
Performance-based stock units			498		86		173
Participating securities ^(1)^			—		—		—
Total effect of dilutive securities			498		86		173
Shares for diluted net income per share			44,241		41,358		40,067

Basic net income per share		$	2.07	$	2.16	$	2.49
Diluted net income per share		$	2.04	$	2.16	$	2.48
(1)	For the years ended December 31, 2024, 2023 and 2022, the participating securities and stock options were excluded from the computation of diluted net income per share as such inclusion would be anti-dilutive.
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15. Quarterly Financial Information


		For the quarter ended
		March 31,		June 30,		September 30,		December 31,
		(unaudited, in thousands except per share amounts)
2024
Revenues		$	51,366	$	50,116	$	55,783	$	52,582
Net income available to common stockholders		$	24,065	$	19,188	$	29,165	$	17,912
Net income per common share available to common stockholders:
Basic		$	0.56	$	0.44	$	0.66	$	0.40
Diluted		$	0.56	$	0.44	$	0.66	$	0.39
Dividends per share declared		$	0.57	$	0.57	$	0.57	$	0.57
Dividends per share paid		$	0.57	$	0.57	$	0.57	$	0.57
2023
Revenues		$	49,500	$	48,246	$	49,303	$	50,195
Net income available to common stockholders		$	32,929	$	6,028	$	22,050	$	28,057
Net income per common share available to common stockholders:
Basic		$	0.80	$	0.15	$	0.54	$	0.67
Diluted		$	0.80	$	0.15	$	0.54	$	0.67
Dividends per share declared		$	0.57	$	0.57	$	0.57	$	0.57
Dividends per share paid		$	0.57	$	0.57	$	0.57	$	0.57

---	---
NOTE:	Quarterly and year-to-date computations of per share amounts are made independently. Therefore, the sum of per share amounts for the quarters may not agree with the per share amounts for the year.

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16. Fair Value Measurements

In accordance with the accounting guidance regarding the fair value option for financial assets and financial liabilities, entities are permitted to choose to measure certain financial assets and liabilities at fair value, with the change in unrealized gains and losses reported in earnings. We did not adopt the elective fair market value option for our financial assets and financial liabilities.

The carrying amount of cash and cash equivalents approximates fair value because of the short-term maturity of these instruments. We do not invest our cash in auction rate securities. The carrying value and fair value of our financial instruments as of December 31, 2024 and 2023 assuming election of fair value for our financial assets and financial liabilities were as follows (in thousands):


		At December 31, 2024					At December 31, 2023
		Carrying		Fair			Carrying		Fair
		Value		Value			Value		Value
Financing receivables, net of credit loss reserve		$	357,867	$	363,228	^(1)^	$	196,032	$	199,199	^(1)^
Mortgage loans receivable, net of credit loss reserve			312,583		386,871	^(2)^		477,266		554,993	^(2)^
Notes receivable, net of credit loss reserve			47,240		53,549	^(3)^		60,490		67,877	^(3)^
Revolving line of credit			144,350		144,350	^(4)^		302,250		302,250	^(4)^
Term loans, net of debt issue costs			99,808		100,000	^(4)^		99,658		100,000	^(4)^
Senior unsecured notes, net of debt issue costs			440,442		402,394	^(5)^		489,409		439,865	^(5)^
(1)	Our investment in financing receivables is classified as Level 3. 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 December 31, 2024 and 2023 was 7.7% and 7.6%, respectively.
---	---

(2)

Our investment in mortgage loans receivable is classified as Level 3. The fair value is determined using a widely accepted valuation technique, discounted cash flow analysis on the expected cash flows. 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 December 31, 2024 and 2023 was 10.0% and 9.2%, 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 December 31, 2024 and 2023, were 7.6% and 6.9%, 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 December 31, 2024 and 2023 based upon prevailing market interest rates for similar debt arrangements.

(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 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. At December 31, 2023, the discount rate used to value our future cash outflow of our senior unsecured notes was 6.5% for those maturing before year 2030 and 6.75% for those maturing beyond year 2030.

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17. Segment Information

We use the management approach in determining the reportable operating segments. The management approach considers the internal organization and reporting used by our CODM for making operating decisions, allocating resources and assessing performance as the source for determining our reportable segments. In making this determination, we:

i.	determines its CODM;
ii.	identifies and analyzes potential business components;
---	---
iii.	identifies its operating segments; and
---	---
iv.	determines whether there are multiple operating segments requiring presentation as reportable segment.
---	---

. Our CODM evaluate the performance of our investments based on Net income attributable to LTC Properties, Inc. During the years ended December 31, 2024, 2023 and 2022, we operated under one reportable segment. For more information see Segment Information within Note 2. Summary of Significant Accounting Policies above. The table below provides certain information on our segment information (dollar amounts in thousands):


	Year Ended December 31,
	2024		2023		2022
Revenues:
Rental income	$	132,278	$	127,350	$	128,244
Interest income from financing receivables		21,663		15,243		1,762
Interest income from mortgage loans		45,216		47,725		40,600
Interest and other income		10,690		6,926		4,547
Total revenues		209,847		197,244		175,153
Expenses:
Interest expense		40,336		47,014		31,437
Depreciation and amortization		36,367		37,416		37,496
Impairment loss		6,953		15,775		3,422
Provision for credit losses		741		5,678		1,528
Transaction costs		819		1,144		828
Property tax expense		12,930		13,269		15,486
General and administrative expenses		27,243		24,286		23,706
Total expenses		125,389		144,582		113,903
Other operating income:
Gain on sale of real estate, net		7,979		37,296		37,830
Operating income		92,437		89,958		99,080
Income from unconsolidated joint ventures		2,442		1,504		1,504
Net income		94,879		91,462		100,584
Income allocated to non-controlling interests		(3,839)		(1,727)		(560)
Net income attributable to LTC Properties, Inc.	$	91,040	$	89,735	$	100,024

18. Subsequent Events

The following events occurred subsequent to the balance sheet date:

Property Sales. We sold a 29-unit assisted living community in Oklahoma for $670,000. Upon sale, the community was removed from a master lease covering five assisted living communities in Oklahoma and rent under the master lease was not reduced as a result of the sale. At December 31, 2024, the community was classified as held-for-sale.

Debt. We borrowed $15,000,000 under our unsecured revolving line of credit. Accordingly, we have $159,350,000 outstanding and $265,650,000 available for borrowing under our unsecured revolving line of credit.

Table of Contents

Additionally, we repaid $7,000,000 in scheduled principal paydowns on our senior unsecure notes. Accordingly, we have $433,442,000 outstanding under our senior unsecured notes, net of debt issue costs.

Equity. We declared a monthly cash dividend of $0.19 per share on our common stock for the months of January, February, and March 2025, payable on January 31, February 28, and March 31, 2025, respectively, to stockholders of record on January 23, February 20, and March 21, 2025, respectively.

Table of Contents LTC PROPERTIES, INC.

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

(in thousands)


				Additions
				(Recovered)
		Balance at		charged to		Charged to
		beginning of		costs and		other				Balance at end
Account Description		period		expenses		accounts ^(1)^		Deductions ^(2)^		of period
Year ended December 31, 2022
Loan loss reserves		$	3,473	$	457	$	—	$	—	$	3,930
Financing receivables loss reserve			—		768		—		—		768
Other notes receivable allowance			286		303		—		—		589
		$	3,759	$	1,528	$	—	$	—	$	5,287
Year ended December 31, 2023
Loan loss reserves		$	3,930	$	884	$	—	$	—	$	4,814
Financing receivables loss reserve			768		1,212		—		—		1,980
Other notes receivable allowance			589		3,582		1		(3,561)		611
		$	5,287	$	5,678	$	1	$	(3,561)	$	7,405
Year ended December 31, 2024
Loan loss reserves		$	4,814	$	(1,663)	$	—	$	—	$	3,151
Financing receivables loss reserve			1,980		1,635		—		—		3,615
Other notes receivable allowance			611		(134)		—		—		477
		$	7,405	$	(162)	$	—	$	—	$	7,243
(1)	Represents miscellaneous adjustments.
---	---

(2)	Deductions represent uncollectible accounts written off.

Table of Contents LTC PROPERTIES, INC.

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION

(in thousands)


							Costs
							capitalized		Gross amount at which carried at
			Initial cost to company				subsequent		December 31, 2024
					Building and		to				Building and				Accum		Construction/	Acquisition
	Encumbrances		Land		improvements		acquisition		Land		improvements		Total ^(1)^		deprec.		renovation date	date
Skilled Nursing Properties:
218 Albuquerque, NM	$	—	$	1,696	$	3,891	$	1,482	$	1,696	$	5,373	$	7,069	$	2,582	2023	2005
219 Albuquerque, NM		—		1,950		8,910		923		1,950		9,833		11,783		5,008	1982	2005
220 Albuquerque, NM		—		2,463		7,647		290		2,463		7,937		10,400		4,135	1970	2005
252 Amarillo, TX		—		844		—		7,925		844		7,925		8,769		2,796	2013	2011
247 Arlington, TX		—		1,016		13,649		341		1,016		13,990		15,006		5,744	2007	2011
325 Austin, TX		—		896		9,562		174		896		9,736		10,632		765	2017	2022
319, Blue Springs, MO		—		2,644		13,942		73		2,644		14,015		16,659		2,765	2020	2019
007 Bradenton, FL		—		330		2,720		160		330		2,880		3,210		2,571	2012	1993
256 Brownwood, TX		—		164		6,336		78		164		6,414		6,578		2,623	2011	2012
177 Chesapeake, VA		—		388		3,469		2,777		388		6,246		6,634		4,450	2017	1995
257 Cincinnati, OH		—		1,890		25,110		224		1,890		25,334		27,224		6,977	2009	2012
125 Clovis, NM		—		561		5,539		415		561		5,954		6,515		3,445	2006	2001
129 Clovis, NM		—		598		5,902		652		598		6,554		7,152		3,559	1995	2001
267 Cold Spring, KY		—		2,050		21,496		196		2,050		21,692		23,742		6,753	2014	2012
253 Colton, CA		—		2,474		15,158		—		2,474		15,158		17,632		5,636	1990	2011
246 Crowley, TX		—		2,247		14,276		526		2,247		14,802		17,049		6,082	2007	2011
235 Daleville, VA		—		279		8,382		—		279		8,382		8,661		3,560	2005	2010
258 Dayton, OH		—		373		26,627		—		373		26,627		27,000		7,418	2010	2012
196 Dresden, TN		—		31		1,529		1,073		31		2,602		2,633		1,538	2014	2000
298 Forth Worth, TX		—		2,785		7,546		797		2,785		8,343		11,128		3,928	1998	2015
326 Forth Worth, TX		—		922		12,268		221		922		12,489		13,411		1,009	2017	2022
026 Gardendale, AL		—		100		7,550		2,769		100		10,319		10,419		7,765	2011	1996
248 Granbury, TX		—		836		6,693		600		836		7,293		8,129		3,603	2008	2011
250 Hewitt, TX		—		1,780		8,220		772		1,780		8,992		10,772		3,371	2008	2011
318 Kansas City, MO		—		1,229		18,369		69		1,229		18,438		19,667		2,784	2018	2019
008 Lecanto, FL		—		351		2,665		2,737		351		5,402		5,753		4,562	2012	1993
322 Longview, TX		—		1,405		12,176		—		1,405		12,176		13,581		2,124	2014	2020
300 Mansfield, TX		—		2,890		13,110		—		2,890		13,110		16,000		4,353	2015	2016
053 Mesa, AZ		—		305		6,909		1,876		305		8,785		9,090		7,099	1996	1996
242 Mission, TX		—		1,111		16,602		421		1,111		17,023		18,134		6,617	2004	2010
233 Nacogdoches, TX		—		394		7,456		268		394		7,724		8,118		3,234	1991	2010
249 Nacogdoches, TX		—		1,015		11,109		621		1,015		11,730		12,745		5,211	2007	2011
245 Newberry, SC		—		439		4,639		1,047		439		5,686		6,125		2,634	1995	2011
244 Newberry, SC		—		919		5,454		556		919		6,010		6,929		2,728	2001	2011
251 Pasadena, TX		—		1,155		14,345		522		1,155		14,867		16,022		5,463	2005	2011
193 Phoenix, AZ		—		300		9,703		92		300		9,795		10,095		7,112	1985	2000
094 Portland, OR		—		100		1,925		3,152		100		5,077		5,177		4,362	2007	1997
254 Red Oak, TX		—		1,427		17,173		540		1,427		17,713		19,140		6,599	2002	2012
197 Ripley, TN		—		20		985		1,638		20		2,623		2,643		1,616	2014	2000
324 San Antonio, TX		—		1,676		15,470		307		1,676		15,777		17,453		1,209	2018	2022
281 Slinger, WI		—		464		13,482		—		464		13,482		13,946		4,803	2014	2015
234 St. Petersburg, FL		—		1,070		7,930		500		1,070		8,430		9,500		3,295	1988	2010
243 Stephenville, TX		—		670		10,117		774		670		10,891		11,561		4,449	2009	2010
178 Tappahannock, VA		—		375		1,327		397		375		1,724		2,099		1,610	1978	1995

Table of Contents LTC PROPERTIES, INC.

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)

(in thousands)


								Costs
								capitalized		Gross amount at which carried at
				Initial cost to company				subsequent		December 31, 2024
						Building and		to				Building and				Accum		Construction/	Acquisition
	Encumbrances		****	Land		improvements		acquisition		Land		improvements		Total ^(1)^		deprec.		renovation date	date	****
270 Trinity, FL	$	—		$	1,653	$	12,748	$	—	$	1,653	$	12,748	$	14,401	$	4,487	2008	2013
192 Tucson, AZ		—			276		8,924		112		276		9,036		9,312		6,555	1992	2000
305 Union, KY		—			858		24,116		—		858		24,116		24,974		4,781	2019	2016
299 Weatherford, TX		—			836		11,902		610		836		12,512		13,348		5,005	1996	2015
323 Webster, TX		—			2,310		8,713		206		2,310		8,919		11,229		762	2018	2022
236 Wytheville, VA		—			647		12,167		—		647		12,167		12,814		5,859	1996	2010
Skilled Nursing Properties	$	—		$	53,212	$	505,938	$	38,913	$	53,212	$	544,851	$	598,063	$	207,396
Assisted Living Properties:
105 Arvada, CO		—			100		2,810		7,767		100		10,577		10,677		4,585	2014	1997
304 Athens, GA		—			983		13,326		789		983		14,115		15,098		3,216	2016	2016
320 Auburn Hills, MI		—			1,964		4,577		1,377		1,964		5,954		7,918		1,806	1995	2019
269 Aurora, CO		—			850		8,583		114		850		8,697		9,547		3,018	2014	2013
260 Aurora, CO		—			831		10,071		327		831		10,398		11,229		3,394	1999	2012
277 Burr Ridge, IL		—			1,400		11,102		234		1,400		11,336		12,736		3,384	2016	2014
330 Centerville, OH		—			2,678		52,036		68		2,678		52,104		54,782		3,452	2019	2023
263 Chatham, NJ		—			5,365		36,399		587		5,365		36,986		42,351		11,983	2002	2012
307 Clovis, CA		—			2,542		19,126		—		2,542		19,126		21,668		4,121	2014	2017
308 Clovis, CA		—			3,054		14,172		—		3,054		14,172		17,226		2,937	2016	2017
279 Corpus Christi, TX		—			880		5,421		423		880		5,844		6,724		3,384	2016	2015
292 De Forest, WI		—			485		5,568		109		485		5,677		6,162		1,467	2006	2015
057 Dodge City, KS		—			84		1,666		693		84		2,359		2,443		1,261	2024	1995
083 Durant, OK		—			100		1,769		162		100		1,931		2,031		1,289	1997	1997
107 Edmond, OK		—			100		1,212		703		100		1,915		2,015		1,345	1996	1997
163 Ft. Collins, CO		—			100		2,961		3,834		100		6,795		6,895		3,613	2014	1999
170 Ft. Collins, CO		—			100		3,400		5,462		100		8,862		8,962		4,307	2014	1999
315 Ft. Worth, TX		—			1,534		11,099		120		1,534		11,219		12,753		2,073	2014	2018
100 Fremont ,OH		—			100		1,655		729		100		2,384		2,484		1,844	2024	1997
314 Frisco, TX		—			2,216		10,417		256		2,216		10,673		12,889		1,992	2015	2018
296 Glenview, IL		—			2,800		14,248		13		2,800		14,261		17,061		3,582	2017	2015
167 Goldsboro, NC		—			100		2,385		227		100		2,612		2,712		1,351	1998	1999
056 Great Bend, KS		—			399		1,570		309		399		1,879		2,278		1,345	1995	1995
102 Greeley, CO		—			100		2,310		987		100		3,297		3,397		1,894	2024	1997
284 Green Bay, WI		—			1,660		19,079		571		1,660		19,650		21,310		5,543	2004	2015
286 Greenfield, WI		—			818		8,014		474		818		8,488		9,306		2,214	2007	2015
164 Greenville, NC		—			100		2,478		329		100		2,807		2,907		1,590	1998	1999
310 Kansas City, MO		—			1,072		15,552		—		1,072		15,552		16,624		2,892	2017	2017
285 Kenosha, WI		—			936		12,361		501		936		12,862		13,798		3,337	2008	2015
255 Littleton, CO		—			1,882		8,248		101		1,882		8,349		10,231		2,596	2013	2012
268 Littleton, CO		—			1,200		8,688		106		1,200		8,794		9,994		3,133	2014	2013
148 Longmont, CO		—			100		2,640		1,012		100		3,652		3,752		1,822	2024	1998
261 Louisville, CO		—			911		11,703		390		911		12,093		13,004		3,909	2000	2012

Table of Contents LTC PROPERTIES, INC.

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)

(in thousands)


							Costs
							capitalized		Gross amount at which carried at
			Initial cost to company				subsequent		December 31, 2024
						Building and	to				Building and				Accum		Construction/	Acquisition
	Encumbrances		Land			improvements	acquisition		Land		improvements		Total ^(1)^		deprec.		renovation date	date
114 Loveland, CO	$	—	$	100	$	2,865	$	616	$	100	$	3,481	$	3,581	$	2,173	1997	1997
293 McHenry, IL		—		1,289		28,976		1,852		1,289		30,828		32,117		7,890	2005	2015
058 McPherson, KS		—		79		1,571		773		79		2,344		2,423		1,371	2024	1995
313 Medford, OR				636		17,816		—		636		17,816		18,452		3,094	2020	2018
316 Medford, OR		—		750		13,650		250		750		13,900		14,650		2,762	2005	2018
280 Murrells Inlet, SC		—		2,490		14,185		494		2,490		14,679		17,169		4,196	2016	2015
294 Murrieta, CA		—		2,022		11,136		33		2,022		11,169		13,191		3,228	2016	2015
289 Neenah, WI		—		694		20,839		852		694		21,691		22,385		5,426	1991	2015
166 New Bern, NC		—		100		2,427		260		100		2,687		2,787		1,384	1998	1999
118 Newark, OH		—		100		2,435		865		100		3,300		3,400		1,924	2024	1997
306 Oak Lawn, IL		—		1,591		13,772		64		1,591		13,836		15,427		3,137	2018	2016
302 Overland Park, KS		—		1,951		11,882		390		1,951		12,272		14,223		3,238	2013	2016
165 Rocky Mount, NC		—		100		2,494		515		100		3,009		3,109		1,559	1998	1999
059 Salina, KS		—		79		1,571		570		79		2,141		2,220		1,430	2024	1995
084 San Antonio, TX		—		100		1,900		370		100		2,270		2,370		1,357	1997	1997
092 San Antonio, TX		—		100		2,055		614		100		2,669		2,769		1,670	1997	1997
288 Sheboygan, WI		—		1,168		5,382		388		1,168		5,770		6,938		1,719	2006	2015
149 Shelby, NC		—		100		2,805		559		100		3,364		3,464		2,009	1998	1998
312 Spartanburg, SC		—		254		9,906		1,520		254		11,426		11,680		3,760	1999	2017
103 Springfield, OH		—		100		2,035		670		100		2,705		2,805		1,640	1997	1997
321 Sterling Heights, MI		—		1,133		11,487		1,190		1,133		12,677		13,810		2,776	1997	2019
098 Tiffin, OH		—		100		2,435		842		100		3,277		3,377		1,881	2024	1997
282 Tinley Park, IL		—		702		11,481		139		702		11,620		12,322		3,228	2016	2015
088 Troy, OH		—		100		2,435		1,436		100		3,871		3,971		2,229	1997	1997
080 Tulsa, OK		—		200		1,650		156		200		1,806		2,006		1,227	1997	1997
093 Tulsa, OK		—		100		2,395		47		100		2,442		2,542		1,681	1997	1997
075 Tyler, TX		—		100		1,800		660		100		2,460		2,560		1,386	2023	1996
091 Waco, TX		—		100		2,235		1,272		100		3,507		3,607		1,878	2024	1997
108 Watauga, TX		—		100		1,668		337		100		2,005		2,105		1,186	1996	1997
109 Weatherford, OK		—		100		1,669		703		100		2,372		2,472		1,589	1996	1997
309 West Chester, OH		—		2,355		13,553		253		2,355		13,806		16,161		3,112	2017	2017
276 Westminster, CO		—		1,425		9,575		111		1,425		9,686		11,111		3,200	2015	2013
110 Wheelersburg, OH		—		29		2,435		685		29		3,120		3,149		1,916	2024	1997
303 Wichita, KS		—		1,422		9,957		332		1,422		10,289		11,711		2,808	2011	2016
259 Wichita, KS		—		730		—		9,682		730		9,682		10,412		3,339	2013	2012
283 Wichita, KS		—		624		13,946		—		624		13,946		14,570		3,017	2016	2015
076 Wichita Falls, TX		—		100		1,850		342		100		2,192		2,292		1,375	1996	1996
264 Williamstown, NJ		—		711		6,637		—		711		6,637		7,348		2,302	2000	2012
265 Williamstown, NJ		—		711		8,649		—		711		8,649		9,360		2,839	2000	2012
Assisted Living Properties	$	—	$	62,189	$	602,205	$	58,616	$	62,189	$	660,821	$	723,010	$	197,615

Table of Contents LTC PROPERTIES, INC.

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)

(in thousands)


								Costs
								capitalized		Gross amount at which carried at
				Initial cost to company				subsequent		December 31, 2024
						Building and		to				Building and					Accum		Construction/	Acquisition
		Encumbrances		Land		improvements		acquisition		Land		improvements		Total ^(1)^			deprec.		renovation date	date
Other:
Properties:
297 Las Vegas, NV			—		1,965		7,308		1,789		1,965		9,097		11,062			2,219	1990/1994	2015
Properties			—		1,965		7,308		1,789		1,965		9,097		11,062			2,219
Land:
271 Howell, MI			—		420		—		—		420		—		420			—	N/A	2013
272 Milford, MI			—		450		—		—		450		—		450			—	N/A	2014
275 Yale, MI			—		73		—		—		73		—		73			—	N/A	2013
Land			—		943		—		—		943		—		943			—
Other Properties			—		2,908		7,308		1,789		2,908		9,097		12,005			2,219
		$	—	$	118,309	$	1,115,451	$	99,318	$	118,309	$	1,214,769	$	1,333,078	^(2)^	$	407,230
(1)	Depreciation is computed principally by the straight-line method for financial reporting purposes which generally range of a life from 5 to 15 years for furniture and equipment, 35 to 50 years for buildings, 10 to 20 years for site improvements, 10 to 50 years for building improvements and the respective lease term for acquired lease intangibles.
---	---

(2)	As of December 31, 2024, our aggregate cost for Federal income tax purposes was $1,339,819 (unaudited).

Table of Contents

LTC PROPERTIES, INC.

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)

(in thousands)

Activity for the years ended December 31, 2024, 2023 and 2022 is as follows:


	For the Year Ended December 31,
	2024		2023		2022
Reconciliation of real estate:
Carrying cost:
Balance at beginning of period	$	1,379,332	$	1,410,705	$	1,408,557
Acquisitions		319		54,714		51,817
Improvements		13,675		9,686		9,099
Capitalized interest		—		—		—
Cost of real estate sold		(53,295)		(79,998)		(55,346)
Impairment loss from real estate investments		(6,953)		(15,775)		(3,422)
Ending balance	$	1,333,078	$	1,379,332	$	1,410,705
Accumulated depreciation:
Balance at beginning of period	$	391,367	$	391,487	$	374,606
Depreciation expense		36,223		37,303		37,394
Cost of real estate sold		(20,360)		(37,423)		(20,513)
Ending balance	$	407,230	$	391,367	$	391,487

100

Table of Contents LTC PROPERTIES, INC.

SCHEDULE IV

MORTGAGE LOANS RECEIVABLE ON REAL ESTATE

(in thousands)


															Principal
															Amount of
													Carrying		Loans
									Current				Amount of		Subject to
		(Unaudited)							Monthly		Face		Mortgages		Delinquent
		Number of				Final	Balloon		Debt		Amount of		December 31,		Principal or
State		Properties		Units/Beds ^(1)^	Interest Rate ^(2)^	Maturity Date	Amount ^(3)^		Service		Mortgages		2024		Interest
FL		1		112	7.80%	2025	$	16,706	$	109	$	16,706	$	16,539	$	—
FL		2		92	8.80%	2025		4,000		30		4,000		3,960		—
IL		1		150	8.80%	2028		16,500		122		16,500		16,335		—
MI		1		85	8.80%	2026		12,753		118		12,753		12,625		—
MI		14		1,749	11.10%	2043		170,733		1,664		190,214		178,899		—
MI		4		480	10.00%	2045		36,650		332		40,480		39,402		—
MI		2		201	10.30%	2045		19,700		169		19,750		19,503		—
MI		1		146	10.50%	2045		14,325		130		15,000		14,677		—
NC		1		45	7.30%	2025		10,750		66		10,750		10,643		—
		27	^(4)^	3,060			$	302,117	$	2,740	$	326,153	$	312,583	$	—
(1)	This number is based upon unit/bed counts shown on operating licenses provided to us by lessee/borrowers or units/beds as stipulated by lease/mortgage documents. We have found during the years that these numbers often differ, usually not materially, from units/beds in operation at any point in time. The differences are caused by such things as operators converting a patient/resident room for alternative uses, such as offices or storage, or converting a multi-patient room/unit into a single patient room/unit. We monitor our properties on a routine basis through site visits and reviews of current licenses. In an instance where such change would cause a de-licensing of beds or in our opinion impact the value of the property, we would take action against the borrower to preserve the value of the property/collateral.
---	---

(2)	Represents current stated interest rate. Generally, the loans have principal and interest payable at varying amounts over the life to maturity with annual interest adjustments through specified fixed rate increases effective either on the first anniversary or calendar year of the loan.

(3)	Balloon payment is due upon maturity.

(4)

Includes 9 first-lien mortgage loans presented on the table below and excludes a commitment to fund a $26,120 mortgage loan for the construction of a 116-unit independent living, assisted living and memory care community 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%.


Number of Loans	****	Original loan amounts		****
0			$ 500 - $2,000
0			$2,001 - $3,000
1			$3,001 - $4,000
0			$4,001 - $5,000
0			$5,001 - $6,000
0			$6,001 - $7,000
8			$7,001 +

101

Table of Contents Mortgage loans receivable activity for the years ended December 31, 2024, 2023 and 2022 is as follows:



Balance— December 31, 2021	$	344,442
New mortgage loans		31,965
Other additions		8,767
Application of interest reserve		6,192
Amortization of mortgage premium		(6)
Collections of principal		(1,175)
Foreclosures		—
Loan loss reserve		(457)
Other deductions		—
Balance— December 31, 2022		389,728
New mortgage loans		92,111
Other additions		4,947
Application of interest reserve		1,722
Amortization of mortgage premium		(7)
Collections of principal		(10,351)
Foreclosures		—
Loan loss reserve		(884)
Other deductions		—
Balance— December 31, 2023		477,266
New mortgage loans		12,753
Other additions		9,080
Application of interest reserve		169
Amortization of mortgage premium		(8)
Collections of principal		(188,340)
Foreclosures		—
Loan loss reserve		1,663
Other deductions		—
Balance— December 31, 2024	$	312,583

102

Table of Contents Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 9A. CONTROL S AND PROCEDURES

Disclosure Controls and Procedures.

Our management, with the participation of our co-Chief Executive Officers and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report. Based on such evaluation our co-Chief Executive Officers and Chief Financial Officer concluded that as of the end of the period covered by this report our disclosure controls and procedures were effective.

Internal Control Over Financial Reporting.

The Management Report on Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm thereon are set forth on the following pages.

There has not been any change in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) under the Exchange Act that occurred during the fiscal quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

103

Table of Contents Management Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the issuer’s principal executive and principal financial officers and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

●	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;
●	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and
---	---
●	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.
---	---

Because of its inherent limitations, internal control over financial reporting may not prevent or detect material misstatements on a timely basis. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management, with the participation of our co-Chief Executive Officers and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control— Integrated Framework (2013 Framework). Based on this assessment, our management concluded that, as of the end of the fiscal year ended December 31, 2024, our internal control over financial reporting was effective.

The effectiveness of our internal control over financial reporting as of December 31, 2024, has been audited by Ernst &Young LLP, independent registered public accounting firm. Ernst & Young LLP’s report on our internal control over financial reporting appears on the following page.

104

Table of Contents Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of LTC Properties, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited LTC Properties, Inc.’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, LTC Properties, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedules listed in the Index at Item 15(a) and our report dated February 24, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

105

Table of Contents Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Los Angeles, California

February 24, 2025

Item 9B. OTHER INFORMATION

Compensatory Arrangements of Certain Officers

On February 19, 2025, our company entered into a side letter (the “Side Letter”) with Wendy Simpson to reduce her annual base salary from $860,000 to $500,000 beginning calendar year 2025. The reduction was made in recognition of the change in Ms. Simpson’s position with our company from Chief Executive Officer to Executive Chairman effective December 31, 2024. There were no other material revisions to Ms. Simpson’s compensation arrangement with our company as set forth in her continuing 2014 Executive Employment Agreement dated November 12, 2014 (the “Simpson Employment Agreement”).

On February 19, 2025, our company also entered into a new employment agreement with Caroline Chikhale (the “Chikhale Employment Agreement”) in recognition of her promotion to the position of Chief Financial Officer effective December 31, 2024. The Chikhale Employment Agreement provides for a 2-year evergreen term and an annual base salary of $450,000. Her base salary may be increased at the discretion of our Board of Directors. Any increase in her base salary will automatically amend the Chikhale Employment Agreement to provide that her annual base salary will not be less than the increased base salary approved by our Board of Directors. During the term of her employment by our company, Ms. Chikhale will devote the time necessary to provide the services reasonably required by our Board of Directors and will not, without the express approval of our Board of Directors, engage for her own account or for the account of any other person or entity, in a business with which we compete. The Chikhale Employment Agreement provides that she shall be eligible to participate in and earn an annual bonus pursuant to the terms of our company’s Annual Cash Bonus and Incentive Plan, and shall be eligible to participate in any incentive stock, option or bonus plan offered by our company to our senior executives, subject to the terms thereof and at the sole discretion of our Board of Directors. The Chikhale Employment Agreement contains additional standard provisions including regarding benefits. Our company’s bonus plans and benefits generally are described in the Compensation Discussion and Analysis section of our definitive proxy statement for the 2024 Annual Meeting of Stockholders filed with the SEC on April 16, 2024 and in our definitive proxy statement for the 2025 Annual Meeting of Stockholders incorporated by reference in Item 11 of this Annual Report on Form 10-K.

The Chikhale Employment Agreement further provides payments for severance upon termination of employment, including in connection with a change in control. If Ms. Chikhale’s employment is terminated, except for a termination for cause or a voluntary resignation without a good reason, our company has agreed to pay her a lump sum severance equal to two times her base salary, and continue her health insurance benefits at our expense for up to an 18-month period; additionally, all of her stock options and restricted common stock will automatically vest upon such a termination. If – following a change in control – Ms. Chikhale’s employment is terminated, except for a termination for cause or a voluntary resignation without a good reason, and such termination occurs within 24 months following a change in control or in contemplation of a change in control which actually occurs, our company has agreed to pay her a severance payment in cash equal to 200% of her 5-year average annual compensation, and continue her health insurance benefits at our expense for up to an 18-month period; additionally, all of her stock options and restricted common stock will vest upon such a termination within 24 months following a change in control.

The foregoing descriptions of the Simpson Employment Agreement, the Side Letter, and the Chikhale

106

Table of Contents Employment Agreement are qualified in their entirety by reference to the actual Simpson Employment Agreement Side Letter, and Chikhale Employment Agreement, copies of which are filed as Exhibits 10.9, 10.10, and 10.13, respectively, to this Annual Report on Form 10-K and incorporated herein by reference.

Rule 10b5-1 Plan Elections

During the fiscal quarter ended December 31, 2024, none of our directors or executive officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.

Item 9.C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

Not **** applicable.

PART III

Item 10. DIRECTOR S, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

We have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our company’s securities applicable to our directors, officers, and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well as NYSE listing standards. Our insider trading policy, among other things, (a) prohibits our directors, officers, and employees, and related persons and entities, from trading in our securities and securities of certain other companies while in possession of material, nonpublic information, (b) prohibits our directors, officer, and employees from disclosing material, nonpublic information about our company to others who may trade on the basis of that information, and (c) requires that directors, executive officers, and certain designated individuals of our company only transact in our securities during a specified window period, subject to limited exceptions. In addition, it is our policy that LTC itself will not engage in transactions in our securities, except in compliance with applicable securities laws. A copy of our insider trading policy is filed as Exhibit 19 to this Annual Report on Form 10-K.

The remaining information required by this item is incorporated by reference to our definitive proxy statement for the 2025 Annual Meeting of Stockholders (to be filed with the SEC within 120 days of our December 31, 2024 fiscal year end).

Item 11. EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference to our definitive proxy statement for the 2025 Annual Meeting of Stockholders (to be filed with the SEC within 120 days of our December 31, 2024 fiscal year end).

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

107

Table of Contents Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

PART IV

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial Statements

The following financial statements of LTC Properties, Inc. are included in Part II, Item 8 of this Annual Report on Form 10-K:


Report of Independent Registered Public Accounting Firm (PCAOB ID:42)
Consolidated Balance Sheets as of December 31, 2024 and 2023
Consolidated Statements of Income for the years ended December 31, 2024, 2023 and 2022
Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022
Consolidated Statements of Equity for the years ended December 31, 2024, 2023 and 2022
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022
Notes to Consolidated Financial Statements
<br><br>(a)(2) Financial Statement Schedules<br><br>The following financial statement schedules of LTC Properties, Inc. are included in Part II, Item 8 of this Annual Report on Form 10-K:
II. Valuation and Qualifying Accounts
III. Real Estate and Accumulated Depreciation
IV. Mortgage Loans Receivable on Real Estate

All other schedules are omitted because they are not applicable or not present in amounts sufficient to require submission of the schedule or the required information is shown in the Consolidated Financial Statements and the Notes thereto.

(a)(3) Exhibits


Exhibit Number	****	Description
3.1		LTC Properties, Inc. Articles of Restatement (incorporated by reference to Exhibit 3.1.2 to the registrant’s Current Report on Form 8-K filed June 6, 2016)
3.2		Bylaws of LTC Properties, Inc. (incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed May 26, 2023)
4.1		Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934
10.1		Note Purchase Agreement dated February 16, 2017 (incorporated by reference to Exhibit 10.7 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2016)
10.2		Note Purchase Agreement dated May 17, 2022 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed May 19, 2022)
10.3		Note Purchase and Private Shelf Agreement between LTC Properties, Inc., and AIG Asset Management (U.S.) LLC dated August 4, 2015 (incorporated by reference to Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015)
10.4		Amended and Restated Note Purchase and Private Shelf Agreement between LTC Properties, Inc., and AIG Asset Management (U.S.) LLC dated June 2, 2016 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed June 6, 2016)

108

Table of Contents
Exhibit Number	****	Description
10.5		Equity Distribution Agreement, dated November 13, 2024, by and among LTC Properties, Inc. and Citizens JMP Securities, LLC, BMO Capital Markets Corp., KeyBanc Capital Markets Inc., Wells Fargo Securities, LLC, Huntington Securities, Inc., and Wedbush Securities Inc., as principals, sales agents and/or (except in the case of Wedbush Securities, Inc.) forward sellers, as applicable, and Citizens JMP Securities, LLC, Bank of Montreal, KeyBanc Capital Markets Inc., Wells Fargo Bank, National Association, and Huntington Securities, Inc., as forward purchasers (incorporated by reference to Exhibit 1.1 to the registrant’s Current Report on Form 8-K filed November 13, 2024)
10.6		Third Amended and Restated Credit Agreement dated as of November 19, 2021 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed November 19, 2021)
10.7		First Amendment to Third Amended and Restated Credit Agreement (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed December 19, 2022)
10.8		Second Amendment to Third Amended and Restated Credit Agreement (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed January 4, 2024)
10.9+		Employment Agreement of Wendy Simpson, effective as of November 12, 2014 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed November 12, 2014)
10.10+		Side Letter Regarding Annual Compensation and Benefits of Wendy Simpson, entered into as of February 19, 2025
10.11+		Employment Agreement of Pamela Kessler, effective as of November 12, 2014 (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed November 12, 2014)
10.12+		Employment Agreement of Clint Malin, effective as of November 12, 2014 (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed November 12, 2014)
10.13+		Employment Agreement of Caroline Chikhale, effective as of February 19, 2025
10.14+		Annual Cash Bonus Incentive Plan, effective as of October 27, 2014 (incorporated by reference to Exhibit 10.9 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2014)
10.15+		Form of Performance Stock Unit Award Agreement (Relative Total Shareholder Return) under the 2021 Equity Participation Plan (incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024)
10.16+		Form of Performance Stock Unit Award Agreement (Relative Total Shareholder Return) under the 2021 Equity Participation Plan (incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024)
10.17+		The 2015 Equity Participation Plan of LTC Properties, Inc. (incorporated by reference to Exhibit 4.3 to the registrant’s Registration Statement on Form S-8 (File No. 333-205115))
10.18+		The 2021 Equity Participation Plan of LTC Properties, Inc. (incorporated by reference to Exhibit 4.3 to the registrant’s Registration Statement on Form S-8 (File No. 333-256808))
10.19		Form of Restricted Stock Agreement under the 2021 Equity Participation Plan (incorporated by reference to Exhibit 10.17 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2023)
10.20+		Form of Stock Option Agreement under the 2021 Equity Participation Plan (incorporated by reference to Exhibit 10.14 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2021)
10.21+		Form of Indemnification Agreement dated as of July 30, 2009 between LTC Properties, Inc. and its Directors and Officers (incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009)
19		LTC Properties, Inc. Insider Trading Policy
21		List of Subsidiaries
23.1		Consent of Independent Registered Accounting Firm
31.1		Certification of the Co-Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of the Co-Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.3		Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32		Certifications of the Co-Chief Executive Officers and the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97		LTC Properties, Inc. Compensation Recovery Policy (incorporated by reference to Exhibit 97 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2023)
101.INS		Inline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

109

Table of Contents

+	Management contract or compensatory plan or arrangement in which an executive officer or director of the registrant participates

Item 16. FORM 10-K SUMMARY

None.

110

Table of Contents

SIGNATURE S

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	LTC PROPERTIES, INC.<br>Registrant
Dated: February 24, 2025
	By:	/s/ CAROLINE CHIKHALE<br><br>CAROLINE CHIKHALE<br>Executive Vice President, Chief Financial Officer, Treasurer and Corporate Secretary<br><br>

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

<br><br>
/s/CLINT MALIN	Co-President, Co-Chief Executive Officer and Chief Investment Officer
CLINT MALIN	(Principal Executive Officer)	February 24, 2025

/s/ PAMELA J. KESSLER	Co-President and Co-Chief Executive Officer
PAMELA J. KESSLER	(Principal Executive Officer)	February 24, 2025

/s/ CAROLINE CHIKHALE<br><br>CAROLINE CHIKHALE	Executive Vice President, Chief Financial Officer, Treasurer and Corporate Secretary<br><br>(Principal Financial Officer and Principal Accounting Officer)	February 24, 2025

/s/ WENDY L. SIMPSON<br><br>WENDY L. SIMPSON	Executive Chairman and Director<br><br>	February 24, 2025

/s/ BRADLEY J. PREBER	Director	February 24, 2025
BRADLEY J. PREBER

/s/ Boyd Hendrickson<br><br>BOYD HENDRICKSON	Director	February 24, 2025

/s/ Cornelia Cheng	Director	February 24, 2025
CORNELIA CHENG

/s/ DAVID L. GRUBER	Director	February 24, 2025
DAVID L. GRUBER

/s/ Timothy J. Triche<br><br>TIMOTHY J. TRICHE	Director	February 24, 2025

111

Exhibit 4.1

DESCRIPTION OF THE COMPANY’S SECURITIES REGISTERED PURSUANT TO

SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

The following is a brief description of the common stock, $0.01 par value per share ( “Common Stock”), of LTC Properties, Inc. (“Company”), which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”).

Description of Common Stock

The following description sets forth certain general terms and provisions of our Common Stock. The statements below describing our Common Stock are in all respects subject to and qualified in their entirety by reference to the applicable provisions of our charter and bylaws.

General

Holders of our Common Stock will be entitled to receive dividends when, as and if authorized by our Board of Directors and declared by us, out of assets legally available therefore. Payment and declaration of dividends on our Common Stock and purchases of shares thereof by us may be subject to certain restrictions if we fail to pay dividends on any class of our preferred stock then outstanding. Upon our liquidation, dissolution or winding up, holders of Common Stock will be entitled to share equally and ratably in any assets available for distribution to them, after payment or provision for payment of our debts and other liabilities and the preferential amounts owing with respect to any of our outstanding preferred stock.

Our Common Stock will possess voting rights for the election of directors and in respect of other corporate matters, with each share entitling the holder thereof to one vote. Holders of Common Stock will not have cumulative voting rights in the election of directors, which means that holders of more than 50% of all of the shares of our Common Stock voting for the election of directors will be able to elect all of the directors if they choose to do so and, accordingly, the holders of the remaining shares will be unable to elect any directors. Holders of shares of Common Stock will not have preemptive rights, which mean they have no right to acquire any additional shares of Common Stock that may be issued by us at a subsequent date. Our Common Stock will, when issued, be fully paid and nonassessable and will not be subject to preemptive or similar rights.

Under Maryland law and our charter, a distribution (whether by dividend, redemption or other acquisition of shares) to holders of shares of our Common Stock may be made only if, after giving effect to the distribution, we are able to pay our indebtedness as it becomes due in the usual course of business and our total assets are greater than our total liabilities plus the amount necessary to satisfy the preferential rights upon dissolution of stockholders whose preferential rights on dissolution are superior to the holders of our Common Stock and we can pay our debts as they become due. We have complied with these requirements in all of our prior distributions to holders of our Common Stock.

The rights, preferences and privileges of holders of our Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock which are outstanding or which we may designate and issue in the future.

Restrictions on Ownership and Transfer

In addition to other qualifications, for us to qualify as a real estate investment trust (“REIT”), (a) not more than 50% in value of our outstanding capital stock may be owned, actually or constructively, by five or fewer individuals during the last half of our taxable year, and (b) such capital stock must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year.

To ensure that we continue to meet the requirements for qualification as a REIT, our charter, subject to some exceptions, provides that no holder may own, or be deemed to own by virtue of the attribution provisions of the Internal Revenue Code (the “Code”), shares of any class or series of our capital stock in excess of 9.8% (ownership limit) of the number of then outstanding shares of any class or series of our capital stock. Under our charter, our Board of Directors may waive the ownership limit with respect to a stockholder if evidence satisfactory to the Board of Directors and our

tax counsel is presented that the changes in ownership will not then or in the future jeopardize our status as a REIT. Our charter provides any transfer of capital stock or any security convertible into capital stock that would result in actual or constructive ownership of capital stock by a stockholder in excess of the ownership limit or that would result in our failure to meet the requirements for qualification as a REIT, including any transfer that results in the capital stock being owned by fewer than 100 persons or results in our Company being “closely held” within the meaning of section 856(h) of the Code, notwithstanding any provisions of our charter to the contrary, will be null and void, and the intended transferee will acquire no rights to the capital stock. The foregoing restrictions on transferability and ownership will not apply if the Board of Directors determines that it is no longer in our best interest to attempt to qualify, or to continue to qualify, as a REIT.

Any shares of our capital stock held by a stockholder in excess of the applicable ownership limit become “Excess Shares”. Under our charter, upon shares of any class or series of capital stock becoming Excess Shares, such shares will be deemed automatically to have been converted into a class separate and distinct from their original class and from any other class of Excess Shares. Upon any outstanding Excess Shares ceasing to be Excess Shares, such shares will be automatically reconverted back into shares of their original class or series of capital stock.

Our charter provides the holder of Excess Shares will not be entitled to vote the Excess Shares nor will such Excess Shares be considered issued and outstanding for purposes of any stockholder vote or the determination of a quorum for such vote. The Board of Directors, in its sole discretion, may choose to accumulate all distributions and dividends payable upon the Excess Shares of any particular holder in a non-interest bearing escrow account payable to the holder of the Excess Shares upon such Excess Shares ceasing to be Excess Shares.

In addition, we will have the right to redeem all or any portion of the Excess Shares from the holder at the redemption price, which will be the average market price (as determined in the manner set forth in our charter) of the capital stock for the prior 30 days from the date we give notice of our intent to redeem such Excess Shares, or as determined by the Board of Directors in good faith. The redemption price will only be payable upon the liquidation of our Company and will not exceed the sum of the per share distributions designated as liquidating distributions declared subsequent to the redemption date with respect to unredeemed shares of record of the class from which such Excess Shares were converted. We will rescind the redemption of the Excess Shares in the event that within 30 days of the redemption date, due to a sale of shares by the holder, such holder would not be the holder of Excess Shares, unless such rescission would jeopardize our tax status as a REIT or would be unlawful in any regard.

Our charter requires that each stockholder will upon demand disclose to us in writing any information with respect to the actual and constructive ownership of shares of our capital stock as our Board of Directors deems necessary to comply with the provisions of the Code applicable to REITs, to comply with the requirements of any taxing authority or governmental agency or to determine any such compliance.

The ownership limit provided for in our charter may have the effect of precluding the acquisition of control of our Company unless the Board of Directors determines that maintenance of REIT status is no longer in our best interests.

Certain Provisions of Maryland Law and of Our Charter and Bylaws

The following description sets forth certain provisions of Maryland law and of our charter and bylaws. The statements below describing Maryland law, our charter and bylaws are qualified in their entirety by reference to the applicable provisions of Maryland law, our charter and bylaws.

Board of Directors—Number and Vacancies

Our bylaws provide that the number of our directors shall be six unless a majority of the members of our Board of Directors establishes some other number not less than three and not more than nine. Our bylaws also provide that, notwithstanding the preceding sentence, upon the occurrence of a default in the payment of dividends on any class or series of our preferred stock, or any other event, which would entitle the holders of any class or series of our preferred stock to elect additional directors to our Board of Directors, the number of our directors will thereupon be increased by the number of additional directors to be elected by the holders of such class or series of our preferred stock (even if the resulting number of directors is more than nine), and such increase in the number of directors shall remain in effect for so long as the holders of such class or series of our preferred stock are entitled to elect such additional directors.

Our bylaws provide that a vacancy on our Board of Directors which arises through the death, resignation or removal of a director or as a result of an increase by our Board of Directors in the number of directors may be filled by the vote of a majority of the remaining directors even if such majority is less than a quorum, and a director so elected by our Board of Directors to fill a vacancy shall serve until the next annual meeting of our stockholders and until his successor shall be duly elected and qualified. Our stockholders may elect a successor to fill a vacancy on our Board of Directors which results from the removal of a director.

Removal of Directors

Under Maryland law, our stockholders may remove any director, with or without cause, by the affirmative vote of a majority of all the votes entitled to be cast generally for the election of our directors except in certain circumstances specified in the statute which do not apply.

Business Combinations

Under Maryland law, “business combinations” between a Maryland corporation and an interested stockholder or an affiliate of an interested stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These business combinations generally include mergers, consolidations, share exchanges, or, in circumstances specified in the statute, asset transfers, issuances or reclassifications of equity securities, or, the adoption of certain plans of liquidation or dissolution. An interested stockholder is defined as:

●	any person who beneficially owns directly or indirectly 10% or more of the voting power of the corporation’s shares; or
●	an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding voting stock of the corporation.
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A person is not an interested stockholder under the statute if the Board of Directors approved in advance the transaction by which such person otherwise would have become an interested stockholder. In approving such a transaction, however, the Board of Directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board.

After the five-year prohibition, any business combination between the Maryland corporation and an interested stockholder or an affiliate of an interested stockholder generally must be recommended by the Board of Directors of the corporation and approved by the affirmative vote of at least:

●	80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation, voting together as a single voting group; and
●	two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than voting stock held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder.
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These super-majority vote requirements do not apply if the corporation’s common stockholders receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares.

The statute permits various exemptions from its provisions, including business combinations that are exempted by the Board of Directors before the time that the interested stockholder becomes an interested stockholder. Our Board of Directors has not adopted resolutions exempting any transactions from the business combination statute.

Control Share Acquisitions

Maryland law provides that control shares of a Maryland corporation acquired in a control share acquisition have no voting rights except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter. Shares owned by the acquiror, by officers or by directors who are employees of the corporation are excluded from shares

entitled to vote on the matter. Control shares are voting shares of stock which, if aggregated with all other shares of stock owned by the acquiror or in respect of which the acquiror is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquiror to exercise voting power in electing directors within one of the following ranges of voting power:

●	one-tenth or more but less than one-third,
●	one-third or more but less than a majority, or
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●	a majority or more of all voting power.
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Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A control share acquisition means the acquisition of control shares, subject to certain exceptions.

A person who has made or proposes to make a control share acquisition may compel the board of directors, upon satisfaction of certain conditions, including the delivery of an acquiring person statement containing certain required information and the delivery of an undertaking to pay certain expenses, by written request made at the time of delivery of such acquiring person statement, to call a special meeting of stockholders to be held within 50 days after receiving both the request and undertaking to consider the voting rights of the shares. If no request for a meeting is made, the corporation may itself present the question at any stockholders meeting.

If voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as required by the statute, then the corporation may redeem for fair value any or all of the control shares, except those for which voting rights have previously been approved. The right of the corporation to redeem control shares is subject to certain conditions and limitations. Fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquiror or of any meeting of stockholders at which the voting rights of the shares are considered and not approved. If voting rights for control shares are approved at a stockholders meeting and the acquiror becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of appraisal rights may not be less than the highest price per share paid by the acquiror in the control share acquisition.

The control share acquisition statute does not apply (a) to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction, or (b) to acquisitions approved or exempted by the charter or bylaws of the corporation.

Our bylaws contain a provision exempting from the control share acquisition statute any acquisition by any person of shares of our stock. This provision of our bylaws could be amended or eliminated at any time.

Amendment to Our Charter

Subject to the provisions of any class or series of our capital stock at the time outstanding, any amendment to our charter must be approved by our stockholders by the affirmative vote of not less than two thirds of all of the votes entitled to be cast on the matter.

Dissolution

The dissolution of our company must be approved by our stockholders by the affirmative vote of not less than two thirds of all of the votes entitled to be cast on the matter.

Advance Notice of Director Nominations and New Business

Our bylaws provide that with respect to an annual meeting of stockholders, nominations of persons for election to the Board of Directors and the proposal of business to be considered by stockholders may be made only (a) by, or at the direction of, a majority of the Board of Directors or a duly authorized committee thereof or (b) by any holder of record (both as of the time notice of such nomination or matter is given by the stockholder as set forth in our bylaws and as of the record date for the annual meeting in question) of any shares of our capital stock entitled to vote at such annual

meeting who complies with the advance notice procedures set forth in our bylaws. Pursuant to our bylaws, nominations of persons for election as directors and other stockholder proposals shall be made pursuant to timely notice in writing to the secretary of our company. To be timely, a stockholder’s notice shall be delivered to, or mailed and received at, the principal executive offices of our company not less than 120 days nor more than 150 days prior to the anniversary of the last annual meeting of stockholders. Any stockholder who seeks to make such a nomination or to bring any matter before an annual meeting, or his representative, must be present in person at the annual meeting.

Unsolicited Takeovers

Under certain provisions of Maryland law relating to unsolicited takeovers, a Maryland corporation with a class of equity securities registered under the Exchange Act and at least three independent directors may elect to be subject to any or all of certain statutory provisions, in whole or in part, relating to unsolicited takeovers which would:

●	automatically classify its board of directors into three classes with staggered terms of three years each;
●	vest in its board of directors the exclusive right to determine the number of directors;
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●	vest in its board of directors the exclusive right, by the affirmative vote of a majority of the remaining directors, to fill vacancies on the board of directors, even if the remaining directors do not constitute a quorum, and provide that any director so elected to fill a vacancy shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred;
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●	impose a requirement that the affirmative vote of at least two-thirds of all votes entitled to be cast by the stockholders generally in the election of directors is required to remove a director; and
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●	impose a requirement that a stockholder requested special meeting need be called only if requested by stockholders entitled to cast at least a majority of all votes entitled to be cast at the meeting.
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An election to be subject to any or all of the foregoing statutory provisions may be made in our charter or bylaws or by resolution of our Board of Directors. Any such statutory provision to which we elect to be subject will apply even if other provisions of Maryland law or our charter or bylaws provide to the contrary.

If we made an election to be subject to the statutory provisions described above which automatically classify our Board of Directors into three classes with staggered terms of three years each, the classification and staggered terms of office of our directors will make it more difficult for a third party to gain control of our Board of Directors since at least two annual meetings of stockholders, instead of one, generally would be required to effect a change in the majority of our Board of Directors.

We have not elected to become subject to any of the foregoing statutory provisions relating to unsolicited takeovers. However, we could, by resolutions adopted by our Board of Directors and without stockholder approval, elect to become subject to some or all of these statutory provisions.

Anti-Takeover Effect of Certain Provisions of Maryland Law and of Our Charter and Bylaws

The business combination provisions of Maryland law, the control shares acquisition provisions of Maryland law if our bylaws are amended to make acquisitions of shares of our stock subject thereto, the unsolicited takeover provisions of Maryland law if we elect to be subject thereto, the advance notice provisions of our bylaws and certain other provisions of Maryland law and our charter and bylaws could delay, defer or prevent a transaction or a change in control of our company that might involve a premium price for holders of our Common Stock or otherwise be in their best interest.

Exhibit 10.10

SIDE LETTER RE: ANNUAL COMPENSATION AND BENEFITS OF WENDY SIMPSON

THIS SIDE LETTER RE: ANNUAL COMPENSATION AND BENEFITS OF WENDY SIMPSON (“Side Letter”) is made and entered into as of February 19, 2025, by and among LTC Properties, Inc. (“Company”) and Wendy Simpson (“Executive*”*).

RECITALS:

WHEREAS, Company and Executive are parties to the 2014 Executive Employment Agreement dated November 12, 2014 (“Agreement”), concerning Executive’s employment with the Company. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.

WHEREAS, Executive and the Company now desire to execute the Side Letter as an adjustment to Executive’s compensation and vacation benefits, addressed in Section 4(a) through (d) of the Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and premises herein contained, the parties, intending to be legally bound, hereby agree as follows:

1.	Beginning calendar year 2025, Executive agrees to a reduction of her Base Salary from $860,000 to $500,000, subject to all applicable withholdings.
2.	Beginning on January 1, 2025, Executive agrees to substitute Section 4(d) to conform to the Company’s Paid Time Off policy as documented in the Company’s 2018 Employee Handbook.
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3.	There shall be no other changes or alterations to the Agreement by way of this Side Letter.
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IN WITNESS WHEREOF, the undersigned parties have executed this Side Letter to be effective as of the date first above written.

	COMPANY :
	LTC Properties, Inc.


	By:	/s/ Timothy J. Triche
	Name:	Timothy J. Triche
	Title:	Compensation Committee Chairman


	EXECUTIVE :
	Wendy Simpson


	By:	/s/ Wendy Simpson
	Name:	Wendy Simpson
	Title:	Executive Chairman

Exhibit 10.13

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”), effective as of February 19, 2025 (the “Effective Date”), is by and between LTC Properties, Inc., a corporation organized under the laws of the State of Maryland (“LTC” or the “Company”), and Caroline Chikhale (“Executive”) and supersedes and terminates the March 1, 2020 Employment Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.Appointment, Title and Duties. LTC hereby employs Executive to serve as its Executive Vice President, Chief Financial Officer and Treasurer. In such capacity, Executive shall report to the Co-Chief Executive Officers (Co-CEOs). For purposes of this contract, should the Company have one Chief Executive Officer (CEO), Executive would report to that Chief Executive Officer. Executive shall have such duties, powers and responsibilities as are customarily assigned to an Executive Vice President, Chief Financial Officer and Treasurer of a publicly held corporation, but shall also be responsible to the Board of Directors and to any committee thereof. In addition, Executive shall have such other duties and responsibilities as the Co-CEOs or CEO, or such other executive officer of the Company to whom Executive reports may assign her, with her consent, including serving with the consent or at the request of the Co-CEOs or CEO as an officer or on the board of directors of affiliated corporations.

2.Term of Agreement. The term of this Agreement shall commence as of the Effective Date and shall extend such that at each and every moment of time hereafter, unless and until this Agreement is terminated in accordance with provisions of this Agreement, the remaining term always shall be two years.

3.Acceptance of Position. Executive accepts the position of Executive Vice President, Chief Financial Officer and Treasurer of LTC, and agrees that during the term of this Agreement she will faithfully perform her duties and, except as expressly approved by the Board of Directors of LTC, will devote substantially all of her business time to the business and affairs of LTC, and will not engage, for her own account or for the account of any other person or entity, in a business which competes with LTC. It is acknowledged and agreed that Executive may serve as an officer and/or director of companies in which LTC owns voting or non-voting stock. In addition, it is acknowledged and agreed that Executive may, from time to time, serve as a member of the board of directors of other companies, in which event the Board of Directors of LTC must expressly approve such service pursuant to a Board resolution maintained in the Company’s minute books. Any compensation or remuneration which Executive receives in consideration of her service on the board of directors of other companies shall be the sole and exclusive property of Executive, and LTC shall have no right or entitlement at any time to any such compensation or remuneration.

4.Salary and Benefits. During the term of this Agreement:

(a)LTC shall pay to Executive a Base Salary at an annual rate of not less than four hundred fifty thousand dollars ($450,000) per annum, paid in approximately equal installments at intervals based on any reasonable Company policy. LTC agrees from time to time

to consider increases in such Base Salary in the discretion of the Board of Directors. Any increase, once granted, shall automatically amend this Agreement to provide that thereafter Executive’s Base Salary shall not be less than the annual amount to which such Base Salary has been increased.

(b)Executive shall participate in all health, retirement, Company-paid insurance, sick leave, disability, expense reimbursement and other benefit programs which LTC makes available to any of its senior executives.

(c)Executive shall be eligible to participate in and earn an annual bonus pursuant to the terms of the Company’s Annual Cash Bonus and Incentive Plan. Executive also shall be eligible to participate in any LTC incentive stock, option or bonus plan offered by LTC to its senior executives, subject to the terms thereof and at the sole discretion of the Board of Directors.

(d)Executive shall be entitled to Paid Time Off (PTO) at the highest accrual level in accordance with the Company’s 2018 Employee Handbook or such greater amount as approved by the Co-CEOs or CEO.

(e)Notwithstanding the foregoing, Executive acknowledges and agrees that compensation previously provided to Executive or provided to Executive under this Agreement shall be subject to the Company’s compensation recovery policy as in effect on the date hereof or as subsequently modified to the extent required by applicable law.

5.Certain Terms Defined. For purposes of this Agreement:

(a)Executive shall be deemed to be “Disabled or have a Disability” if a physical or mental condition or illness shall occur and persist which, in the written opinion of a licensed physician selected by the Board of Directors in good faith, has rendered Executive unable to perform the duties set forth in Section 1 hereof in any material respect for a period of one hundred twenty (120) days or more and, in the written opinion of such physician, the condition will continue for an indefinite period of time, rendering Executive unable to return to her duties;

(b)A termination of Executive’s employment by LTC shall be deemed for “Cause” if, and only if, it is based upon:

(i)Any felony criminal conviction (including conviction pursuant to a nolo contendere plea) under the laws of the United States or any state or other political subdivision thereof which, in the sole discretion of the Co-CEOs or CEO, renders Executive unsuitable for the position of Executive Vice President, Chief Financial Officer and Treasurer;

(ii)Any act of financial malfeasance or financial impropriety, as determined by the Co-CEOs or CEO in good faith;

(iii)Executive’s continued willful failure to perform the duties reasonably requested by the Co-CEOs or CEO or such other executive officer of the Company to whom Executive reports and commensurate with her position as Executive Vice President, Chief

Financial Officer and Treasurer (other than any such failure resulting from Executive’s incapacity due to her physical or mental condition) after a written demand for substantial performance is delivered to her by the Co-CEOs or CEO, which demand specifically identifies the manner in which the Co-CEOs or CEO believes that Executive has not substantially performed her duties, and which performance is not substantially corrected by Executive, in the determination of the Co-CEOs or CEO made in good faith, within ten (10) days of receipt of such demand;

(iv)Any material workplace misconduct or willful failure to comply with the Company’s general policies and procedures as they may exist from time to time by Executive which, in the good faith determination of the Co-CEOs or CEO, renders Executive unsuitable for the position of Executive Vice President, Chief Financial Officer and Treasurer;

(v)Any material breach by Executive of the provisions of this Agreement which has not been cured by Executive, in the good faith determination of the Co-CEOs or CEO, within thirty (30) days following delivery of notice to Executive specifying such material breach, or the repetition of any such material breach after it has been cured; or

(vi)Any act of moral turpitude, as determined by the Co-CEOs or CEO in good faith.

(vii)The Company shall have the right to suspend Executive, without pay, for a reasonable period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried (and such suspension shall not constitute Good Reason (as defined below) for purposes of this Agreement). Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties and responsibilities as if such suspension had never occurred and shall receive all back pay which may have been suspended during such temporary period;

(c)A resignation by Executive shall not be deemed to be voluntary and shall be deemed to be a resignation with “Good Reason” if it is based upon (i) a material diminution in Executive’s title, duties, or Base Salary; (ii) a material reduction in benefits which is not part of an across-the-board reduction in benefits of all senior executives; (iii) a direction by the Board of Directors, the Co-CEOs or CEO that Executive report to any person or group other than the Co-CEOs or CEO, or the Board of Directors, (iv) in the case of a Change in Control (as defined below), a material diminution of Executive’s cash bonus, if any, as an average of cash bonus paid over the prior three (3) years (or any lesser period, if Executive has been employed fewer than three years), with any partial year cash bonus paid in the applicable three (3) year period (or less) to be prorated to calculate a full year’s bonus, or (v) a geographic relocation of Executive’s place of work a distance for more than ten (10) miles from Westlake Village, CA (unless such relocation results in LTC’s offices being 25 miles or less from Executive’s primary residence as of the date the relocation occurs). To constitute a “Good Reason” termination, Executive must provide written notice (“Notice”) to the Company of her intention to resign for Good Reason within sixty (60) days following the initial existence of the particular event or condition that constitutes Good Reason, following which the Company shall have a period of no more than thirty (30) days to remedy the condition. If the Company fails to so remedy the condition to the

reasonable satisfaction of the Executive, his or her resignation for Good Reason shall be effective as of the date provided by Executive in the Notice;

(d)“Affiliate” means with respect to any Person, a Person who, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control, with the Person specified;

(e)“Base Salary” means, as of any date of termination of employment, the highest Base Salary of Executive in the then current fiscal year or in any of the last four fiscal years immediately preceding such date of termination of employment;

(f)“Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act;

(g)A “Change in Control” occurs if:

(i)Any Person or related group of Persons (other than Executive and her Related Persons, the Company or a Person that directly or indirectly controls, is controlled by, or is under common control with, the Company) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities; or

(ii)The stockholders of the Company approve a merger or consolidation of the Company with any other corporation (or other entity), other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 66-2/3% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person acquires 30% or more of the combined voting power of the Company’s then outstanding securities shall not constitute a Change in Control; or

(iii)The Stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; or

(iv)A majority of the members of the Board of Directors of the Company cease to be Continuing Directors;

(h)“Code” means the Internal Revenue Code of 1986, as amended.

(i)“Continuing Directors” means, as of any date of determination, any member of the Board of Directors who (i) was a member of such Board of Directors on the date of the Agreement or (ii) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

(j)“Exchange Act” means the Exchange Act of 1934, as amended.

(k)“Person” means any individual, corporation, partnership, limited liability company, trust, association or other entity.

(l)“Related Person” means any immediate family member (spouse, partner, parent, sibling or child whether by birth or adoption) of the Executive and any trust, estate or foundation, the beneficiary of which is the Executive and/or an immediate family member of the Executive.

(m)“Severance Date” means the date on which the Executive’s employment is terminated.

6.Certain Benefits Upon Termination. Executive’s employment shall be terminated upon the earliest of (i) the voluntary resignation of Executive with or without Good Reason; (ii) Executive’s death or Disability; or (iii) upon the termination of Executive’s employment by LTC for any reason at any time. In the event of such termination, the below provisions of this Section 6 shall apply, and in the event of a Change in Control following which, within twenty four (24) months thereafter or 180 days preceding, Executive’s employment is terminated (other than for Cause) or Executive voluntarily resigns with Good Reason, Section 6(b) shall apply.

(a)Certain Terminations. If Executive’s employment by LTC terminates for any reason other than as a result of (i) a termination for Cause, or (ii) a voluntary resignation by Executive without a Good Reason ((i) and (ii) collectively, an “Ineligible Termination”), then Executive shall receive a lump sum severance payment equal to 2 times her Base Salary (i.e., 200% percent of her Base Salary); and in such event, all of Executive’s stock options and/or restricted stock shall automatically vest concurrently upon such termination of employment, notwithstanding any prior existing vesting schedules; provided that if her employment terminates by reason of her death or Disability, then such lump sum payment shall be paid only to the extent of the proceeds payable to the Company through a “key man” life, Disability or similar insurance relating to the death or Disability of Executive.

(b)Additional Payment if Termination Occurs in Connection with a Change in Control. In the event that Executive has received the payments described in Section 6(a), and it is determined that the provisions of Section 6(c) also are applicable (termination in connection with a Change in Control), then Executive shall be entitled to receive an additional payment equal to the amounts due to Executive pursuant to Section 6(c), less the amount of payments previously received by Executive pursuant to Section 6(a).

(c)Payment if Termination Occurs in Connection with a Change in Control. Notwithstanding the provisions of Section 6(a) above, in the event Executive’s employment terminates due to a reason other than an Ineligible Termination, death or Disability, and if such termination occurs within (a) twenty-four (24) months following a Change in Control, or (b) prior to a Change in Control but in contemplation of a Change in Control which Change in Control actually occurs, then, in lieu of the severance payment described in Section 6(a) above, Executive shall instead receive a one-time severance payment in cash equal to two hundred percent (200%) of her average annual Base Salary and cash bonus for the five calendar years

immediately preceding the date of termination. In addition, in such event, all of Executive’s stock options and/or restricted stock shall automatically vest concurrently upon such termination of employment, notwithstanding any prior existing vesting schedule.

(i)For purposes of this Section 6(c), the termination of Executive’s employment within 180 days preceding a Change of Control (due to a reason other than an Ineligible Termination, death or Disability) will be deemed to have been a termination of employment in contemplation of a Change in Control.

(ii)In determining whether a termination of Executive’s employment occurring more than 180 days preceding a Change of Control (due to a reason other than an Ineligible Termination, death or Disability) constitutes a termination of employment in contemplation of a Change in Control, the court or other tribunal making such determination shall consider the totality of facts and circumstances surrounding such termination of employment.

(iii)For purposes of calculating average annual Base Salary and cash bonus for the five years immediately preceding the date of termination, in the event the Executive’s employment is terminated mid-year, the then current year’s annual Base Salary and pro-rated cash bonus shall be annualized and shall be taken into account as the fifth year of the five year measurement period.

(d)In the event Executive’s employment is terminated (by the Company other than for Cause, or by the Executive with Good Reason) within two (2) years following or 180 days preceding a Change in Control, in lieu of the severance payment described in Section 6(a) above, LTC (or its successor) shall pay Executive a lump sum severance payment in cash equal to two hundred percent (200%) of her average annual Base Salary and cash bonus for the five calendar years immediately preceding the date of termination, and all stock options and/or restricted stock shall automatically vest concurrently upon such termination of employment, notwithstanding any prior existing vesting schedule. LTC (or its successor) shall make such lump sum payment (less required withholdings) within seven (7) days of Executive’s termination of employment.

(e)Executive’s participation in any other retirement and benefit plans and perquisites shall cease as of the Severance Date, except LTC shall pay premiums pursuant to COBRA for continuing coverage under LTC’s health plans for Executive and her eligible dependents (as determined under LTC’s health plans), or, at Executive’s option (which shall be communicated by written notice to LTC prior to the month such election is to take effect), provide a separate cash payment monthly equal to the amount of the COBRA premium until the earlier of (i) the eighteen-month anniversary (or, in the case of a Change of Control termination referred to in Section 6(b) above, the twenty-four month anniversary) of the last day of the month in which the Severance Date occurs or (ii) the date the Executive becomes eligible to participate in a plan of another employer; provided, however, that LTC may cease making such payments with respect to any of Executive’s eligible dependents as and when such dependent becomes eligible to participate in a plan of another employer. Any cash payment due to Executive pursuant to this Section 6(c) shall be paid by LTC not later than the end of the month in which such payment relates.

(f)In the event that Executive’s employment terminates by reason of her death, all benefits provided in Section 6 subsections (a) and (b) shall be paid to her estate or as her executor shall direct, but payment may be deferred until Executive’s executor or personal representative has been appointed and qualified pursuant to the laws in effect in Executive’s jurisdiction of residence at the time of her death.

(g)Notwithstanding the foregoing, Executive’s right to receive the severance payments described in this Section 6 shall be and is conditioned upon her execution and delivery (and not revoking) a general release in favor of LTC, which shall not be inconsistent with the terms of this Agreement, and such other documents and instruments as are reasonably required by LTC, each of which Executive shall deliver to LTC within twenty-one (21) days following the Severance Date.

(h)If any payment or distribution by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement or the lapse or termination of any restriction on or the vesting or exercisability of any payment or benefit (each a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision thereto) or to any similar tax imposed by state or local law (such tax or taxes are hereafter collectively referred to as the “Excise Tax”), then the aggregate amount of Payments payable to Executive shall be reduced to the aggregate amount of Payments that may be made to the Executive without incurring an excise tax (the “Safe-Harbor Amount”) in accordance with the immediately following sentence; provided that such reduction shall only be imposed if the aggregate after-tax value of the Payments retained by Executive (after giving effect to such reduction) is equal to or greater than the aggregate after-tax value (after giving effect to the Excise Tax) of the Payments to Executive without any such reduction. Any such reduction shall be made in the following order: (i) first, any future cash payments (if any) shall be reduced (if necessary, to zero); (ii) second, any current cash payments shall be reduced (if necessary, to zero); (iii) third, all non-cash payments (other than equity or equity derivative related payments) shall be reduced (if necessary, to zero); and (iv) fourth, all equity or equity derivative payments shall be reduced.

7.Indemnification. LTC shall indemnify Executive and hold her harmless from and against all claims, actions, losses, damages, expense or liabilities (including expenses of defense and settlement) (“Claim”) based upon or in any way arising from or connected with her employment by LTC, to the maximum extent permitted by law. To the extent permitted by law, LTC shall advance to Executive any expenses necessary in connection with the defense of any Claim which is brought if indemnification cannot be determined to be available prior to the conclusion of, or the investigation of, such Claim. The parties hereto agree that each understands and has understood that notwithstanding the above-stated provisions, nothing herein shall require LTC to hold harmless or indemnify Executive with respect to any Claim which is brought or asserted against Executive by LTC. LTC shall investigate in good faith the availability and cost of directors’ and officers’ insurance and shall include Executive as an insured in any directors and officers insurance policy of such insurance it maintains.

8.Attorney Fees. In the event that any action or proceeding is brought to enforce the terms and provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees.

9.Notices. All notices and other communications provided to either party hereto under this Agreement shall be in writing and delivered by certified or registered mail to such party at its/her address set forth below its/her signature hereto, or at such other address as may be designated with postage prepaid, shall be deemed given when received.

10.Construction.

(a)In constructing this Agreement, if any portion of this Agreement shall be found to be invalid or unenforceable, the remaining terms and provisions of this Agreement shall be given effect to the maximum extent permitted without considering the void, invalid or unenforceable provisions. In construing this Agreement, the singular shall include the plural, the masculine shall include the feminine and neuter genders as appropriate, and no meaning in effect shall be given to the captions of the sections in this Agreement, which are inserted for convenience of reference only.

(b)Notwithstanding any other provision of the Agreement, to the extent that (i) any amount paid pursuant to the Agreement is treated as nonqualified deferred compensation pursuant to Section 409A of the Internal Revenue Code of 1986 (the “Code”) and (ii) the Executive is a “specified employee” pursuant to Section 409A(2)(B) of the Code, then such payments shall be made on the date which is six (6) months after the date of the Executive’s separation from service. In connection with the payment of any obligation that is delayed pursuant to this paragraph, the Company shall establish an irrevocable trust to hold funds to be used for payment of such obligations. Upon the date that such amount would otherwise be payable, the Company shall deposit into such irrevocable trust an amount equal to the obligation. However, notwithstanding the establishment of the irrevocable trust, the Company’s obligations under the Agreement upon the Executive’s termination of employment shall constitute a general, unsecured obligation of the Company and any amount payable to the Executive shall be paid solely out of the Company’s general assets, and the Executive shall have no right to any specific assets of the Company. The funds, if any, contained or contributed to the irrevocable trust shall remain available for the claims of the Company’s general creditors.

(c)The payments upon termination of employment described in Sections 6(a) and 6(b) shall be paid following Executive’s “separation from service” as that term is defined in Treas. Reg. § 1.409A-1(h).

11.Headings. The section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Agreement.

12.Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of LTC and the personal or legal representatives, executors, administrators, successors, distributees, devisees and legatees of Executive.

13.Governing Law. The provisions of this Agreement shall be construed and interpreted in accordance with the internal laws of the State of California as at the time in effect.

14.Entire Agreement. This Agreement constitutes the entire agreement and supersede all other prior agreements and undertakings, both written and oral, among Executive and the Company, with respect to the subject matter hereof.

IN WITNESS WHEREOF, this Agreement shall be effective as of the date specified in the first paragraph of this Agreement.

		LTC PROPERTIES, INC.,
		a Maryland corporation
Address:	3011 Townsgate Road
	Suite #220
	Westlake Village, CA 91361	/s/ Pamela Kessler
		Pamela Kessler
		Co-Chief Executive Officer


		/s/ Clint Malin
		Clint Malin
		Co-Chief Executive Officer


		By:	/s/ Timothy J. Triche
			Compensation Committee Representative
Address:
		/s/ Caroline Chikhale
		Caroline Chikhale

Exhibit 19

LTC PROPERTIES, INC.

INSIDER TRADING POLICY

I.	PURPOSE

This Insider Trading Policy (the “Policy”) provides guidelines with respect to transactions in the securities of LTC Properties, Inc. (the “Company”) and the handling of confidential information about the Company, its subsidiaries, and the companies with which the Company engages in transactions or does business. The Company’s Board of Directors has adopted this Policy to promote compliance with federal and state securities laws that prohibit certain persons who are aware of material nonpublic information about a company from (i) engaging in transactions in the securities of the company, or (ii) providing material nonpublic information to other persons who may trade on the basis of that information.

II.	PERSONS SUBJECT TO THE POLICY

This Policy applies to all members of the Company’s Board of Directors, all officers of the Company, and all employees of the Company. The Company may also determine that other persons should be subject to this Policy, such as contractors or consultants who have access to material nonpublic information. This Policy also applies to family members, other members of a person’s household and entities controlled by a person covered by this Policy, as described below under the heading “Transactions by Family Members and Others.”

For purposes of this Policy, a “Designated Officer” means any Executive Chairman, Chief Executive Officer, or Chief Financial Officer of the Company.

III.	TRANSACTIONS SUBJECT TO THE POLICY

This Policy applies to transactions in the Company’s securities and any securities of a Company subsidiary (collectively referred to in this Policy as “Company Securities”), including the Company’s common stock, options to purchase common stock, or any other type of securities that the Company may issue, including (but not limited to) preferred stock, convertible debentures, and warrants, as well as derivative securities that are not issued by the Company, such as exchange-traded put or call options or swaps relating to Company Securities.

Transactions subject to this Policy include purchases and sales, and bona fide gifts of Company Securities. This Policy does not, however, apply to transactions for estate planning purposes, including gifts to a trust, charitable foundation, or similar entity, as long as you or your Family Members (as defined below) remain the sole beneficiaries of the transferred Company Securities and the terms of the transfer ensure that the Company Securities remain subject to the same restrictions that apply to you under this Policy.

IV.	TRANSACTIONS BY FAMILY MEMBERS AND OTHERS

This Policy applies to your family members who reside with you (including a spouse, a child, a child away at college, stepchildren, grandchildren, parents, stepparents, grandparents, siblings, and in-laws), anyone else who lives in your household, and any family members who do not live

in your household but whose transactions in Company Securities are directed by you or are subject to your influence or control, such as parents or children who consult with you before they trade in Company Securities (collectively referred to as “Family Members”). You are responsible for the transactions of these other persons and therefore should make them aware of the need to confer with you before they trade in Company Securities, and you should treat all such transactions for the purposes of this Policy and applicable securities laws as if the transactions were for your own account. This Policy does not, however, apply to personal securities transactions of Family Members where the purchase or sale decision is made by a third party not controlled by, influenced by or related to you or your Family Members.

This Policy also applies to any entities that you influence or control, including any corporations, partnerships, or trusts (collectively referred to as “Controlled Entities”). Transactions by these Controlled Entities should be treated for the purposes of this Policy and applicable securities laws as if they were for your own account.

V.	STATEMENT OF POLICY

It is the policy of the Company that no director, officer, or employee of the Company (or any other person designated as subject to this Policy) who is aware of material nonpublic information relating to the Company or any of its subsidiaries may directly or indirectly through Family Members or other persons or entities:

1.	engage in transactions in Company Securities, other than as otherwise specified in this Policy under the headings “Transactions Under Company Plans” and “Rule 10b5-1 Plans;”
2.	recommend that others engage in transactions in any Company Securities;
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3.	disclose (“tip”) material nonpublic information to persons within the Company whose jobs do not require them to have that information, or outside of the Company to other persons, including, but not limited to, family, friends, business associates, investors, and expert consulting firms, unless the disclosure is authorized by the Company and subject to protection of such information; or
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4.	assist anyone engaged in the above activities.
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It is also the policy of the Company that no director, officer, or employee of the Company (or any other person designated as subject to this Policy) who, in the course of working for the Company, learns of material nonpublic information about a company (i) with which the Company does business, such as the Company’s operators, or (ii) that is involved in a potential transaction or business relationship with Company, may engage in transactions in that company’s securities until the information becomes public or is no longer material.

In addition, it is the policy of the Company that the Company will not engage in transactions in Company Securities other than in compliance with applicable securities laws.

There are no exceptions to this Policy, other than as specifically noted herein. Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an

emergency expenditure) and small transactions nonetheless are subject to this Policy. Securities laws generally do not recognize any mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve the Company’s reputation for adhering to the highest standards of conduct.

VI.	CONSEQUENCES OF VIOLATIONS

The purchase or sale of securities while aware of material nonpublic information, or the disclosure of material nonpublic information to others who then engage in transactions in Company Securities, is prohibited by federal and state law. Insider trading violations may be pursued vigorously by the U.S. Securities and Exchange Commission (the “SEC”), U.S. Attorneys, and state enforcement authorities. Punishment for insider trading violations is severe, and could include significant fines and imprisonment. While the regulatory authorities concentrate their efforts on the individuals who trade, or who tip inside information to others who trade, securities laws also impose potential liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent insider trading by company personnel.

In addition, an individual’s failure to comply with this Policy may subject the individual to Company-imposed sanctions, including dismissal for cause, whether or not the employee’s failure to comply results in a violation of law. Further, a violation of law, or even an investigation by the SEC that does not result in prosecution, can tarnish a person’s reputation and irreparably damage a career.

VII.	DEFINITION OF MATERIAL NONPUBLIC INFORMATION

A.Material Information. Information is considered “material” if a reasonable investor would consider that information important in making a decision to buy, hold, or sell securities. Any information that could be expected to materially affect a company’s stock price, whether it is positive or negative, should be considered material. There is no bright-line standard for assessing materiality; rather, materiality is based on an assessment of all of the facts and circumstances, and is often evaluated by enforcement authorities with the benefit of hindsight. While it is not possible to define all categories of material information, examples of information that ordinarily would be regarded as material include:

·	projections of future earnings or losses, or other earnings guidance;
·	changes to previously announced earnings guidance, or the decision to suspend earnings guidance;
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·	a pending or proposed merger, acquisition or tender offer;
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·	a pending or proposed acquisition or disposition of a significant asset;
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·	a pending or proposed joint venture;
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·	a Company restructuring;
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·	significant related party transactions;
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·	a change in dividend policy, the declaration of a stock split, or an offering of additional securities;
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·	bank borrowings or other financing transactions out of the ordinary course;
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·	the establishment of a repurchase program for Company Securities;
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·	a change in management;
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·	a change in auditors or notification that the auditor’s reports may no longer be relied upon;
·	pending or threatened significant litigation, or the resolution of such litigation;
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·	impending bankruptcy or the existence of severe liquidity problems of the Company or a significant operator;
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·	a significant cybersecurity incident, such as a data breach, or any other significant disruption in the Company’s operations or loss, potential loss, breach or unauthorized access of its property or assets, whether at its facilities or through its information technology infrastructure; or
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·	the imposition of an event-specific restriction on trading in Company Securities or the securities of another company or the extension or termination of such restriction.
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B.When Information is Considered Public. Information that has not been disclosed to the public is generally considered to be nonpublic information. In order to establish that the information has been disclosed to the public, it may be necessary to demonstrate that the information has been widely disseminated. Information generally would be considered widely disseminated if it has been disclosed through the newswire services, a broadcast on widely- available radio or television programs, publication in a widely-available newspaper or news website, or public disclosure documents filed with the SEC that are available on the SEC’s website. By contrast, information would likely not be considered widely disseminated if it is available only to the Company’s employees, or if it is only available to a select group of analysts, brokers, and institutional investors.

Once information is widely disseminated, it is still necessary to provide the investing public with sufficient time to absorb the information. As a general rule, information should not be considered fully absorbed by the marketplace until after a full trading day has elapsed following the public release of the information. For example, if the Company were to make an announcement on a Monday during or after New York Stock Exchange (“NYSE”) core trading hours, you should not trade in Company Securities until Wednesday. Depending on the particular circumstances, a Designated Officer may determine that a longer or shorter period should apply to the release of specific material nonpublic information.

VIII.	TRANSACTIONS UNDER COMPANY PLANS

This Policy does not apply in the case of the following transactions, other than as specifically noted:

A.Restricted Stock Awards. This Policy does not apply to the vesting of restricted stock, or the exercise of a tax withholding right pursuant to which you elect to have the Company withhold shares of stock to satisfy tax withholding requirements upon the vesting of any restricted stock. This Policy does apply, however, to any market sale of restricted stock.

B.Stock Option Exercises. This Policy does not apply to the exercise of an employee stock option acquired pursuant to a Company employee benefit plan, or to the exercise of a tax withholding right pursuant to which a person has elected to have the Company withhold shares subject to an option to satisfy tax withholding requirements. This Policy does apply, however, to any sale of stock as part of a broker-assisted cashless exercise of an option, or any other market

sale for the purpose of generating the cash needed to pay the exercise price of an option.

C.Stock Purchase Plan. This Policy does not apply to purchases of Company Securities in a Company stock purchase plan resulting from your periodic contribution of money to the plan pursuant to the election you made at the time of your enrollment in the plan. This Policy also does not apply to purchases of Company Securities resulting from lump sum contributions to the plan, provided that you elected to participate by lump sum payment at the beginning of the applicable enrollment period. This Policy does apply, however, to your election to participate in the plan for any enrollment period (i.e., you can only enroll in the plan when you are not in possession of material nonpublic information and, if applicable, when you are not in a quarterly Restricted Period or Event-Specific Restricted Period as described below), and to your sales of Company Securities purchased pursuant to the plan.

D.Dividend Reinvestment Plan. This Policy does not apply to purchases of Company Securities under a Company dividend reinvestment plan resulting from your reinvestment of dividends paid on Company Securities. This Policy does apply, however, to voluntary purchases of Company Securities resulting from additional contributions you choose to make to the dividend reinvestment plan, and to your election to participate in the plan or increase your level of participation in the plan (i.e., you can only make additional contributions, elect to participate or increase your level of participation in the plan when you are not in possession of material nonpublic information and, if applicable, when you are not in a quarterly Restricted Period or Event-Specific Restricted Period as described below). This Policy also applies to your sale of any Company Securities purchased pursuant to the plan.

E.Other Similar Transactions. Any other purchase of Company Securities from the Company or sales of Company Securities to the Company are not subject to this Policy.

IX.	SPECIAL AND PROHIBITED TRANSACTIONS

The Company has determined that there is a heightened legal risk and/or the appearance of improper or inappropriate conduct if the persons subject to this Policy engage in certain types of transactions. It therefore is the Company’s policy that any persons covered by this Policy may not engage in any of the following transactions, or should otherwise consider the Company’s preferences as described below:

A.Short-Term Trading. Short-term trading of Company Securities may be distracting to the person and may unduly focus the person on the Company’s short-term performance instead of the Company’s long-term business objectives. The Company therefore discourages short-term trading by persons subject to this Policy. In addition, a Section 16 Insider (as defined below) may be subject to disgorgement of profits from certain short-term trades in Company Securities during a six month period under Section 16(b) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).

B.Margin Accounts and Pledged Securities. Securities held in a margin account as collateral for a margin loan may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale

or foreclosure sale may occur at a time when the pledgor is aware of material nonpublic information or otherwise is not permitted to trade in Company Securities, directors, officers and, employees are prohibited from holding Company Securities in a margin account or otherwise pledging Company Securities as collateral for a loan; provided, however*,* that a Designated Officer may grant exceptions to this prohibition when a person – other than a Section 16 Insider (as defined below) – wishes to pledge Company Securities as collateral for a loan, not including margin debt, and (i) requests the exception at least two weeks before the transaction, and (ii) demonstrates the financial capacity to repay the loan without resorting to the pledged securities. (Pledges of Company Securities arising from certain types of hedging transactions are governed by the paragraph below captioned “Hedging Transactions.”)

C.Short Sales. Short sales of Company Securities (i.e., the sale of a security that the seller does not own) may evidence an expectation on the part of the seller that the securities will decline in value, and therefore have the potential to signal to the market that the seller lacks confidence in the Company’s prospects. In addition, short sales may reduce a seller’s incentive to seek to improve the Company’s performance. For these reasons, short sales of Company Securities are prohibited. In addition, Section 16(c) of the Exchange Act prohibits directors and officers from engaging in short sales. (Short sales arising from certain types of hedging transactions are governed by the paragraph below captioned “Hedging Transactions.”)

D.Publicly-Traded Options. Given the relatively short term of publicly-traded options, transactions in options may create the appearance that a director, officer, or employee is trading based on material nonpublic information and focus a director’s, officer’s, or employee’s attention on short-term performance at the expense of the Company’s long-term objectives. Accordingly, transactions in put options, call options or other derivative securities, on an exchange or in any other organized market, are prohibited by this Policy. (Option positions arising from certain types of hedging transactions are governed by the next paragraph below.)

E.Hedging Transactions. Hedging or monetization transactions can be accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds. Such transactions may permit a director, officer, or employee to continue to own Company Securities obtained through employee benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, the director, officer, or employee may no longer have the same objectives as the Company’s other shareholders. Therefore, directors, officers, and employees are prohibited from engaging in any such transactions.

F.Standing and Limit Orders. Standing and limit orders (other than standing and limit orders under a compliant Rule 10b5-1 Plan as described below) create heightened risks for insider trading violations similar to the use of margin accounts. There is no control over the actual timing of purchases or sales that result from standing instructions to a broker, and as a result the broker could execute a transaction when a director, officer, or employee is in possession of material nonpublic information. The Company therefore discourages placing standing or limit orders on Company Securities. If a person subject to this Policy determines that they must use a standing order or limit order, the order should be limited to short duration and should otherwise comply with the restrictions and additional procedures outlined below.

X.	ADDITIONAL PROCEDURES

The Company has established additional procedures in order to assist the Company in the administration of this Policy, to facilitate compliance with laws prohibiting insider trading while in possession of material nonpublic information, and to avoid the appearance of any impropriety. These additional procedures are applicable only to those individuals described below.

A.Pre-Clearance Procedures. A director or officer of the Company required to file reports under Section 16(a) of the Exchange Act (a “Section 16 Insider”), as well as the Family Members and Controlled Entities of a Section 16 Insider, may not engage in any transaction in Company Securities without first obtaining pre-clearance of the transaction from a Designated Officer. A request for pre-clearance should be submitted in writing, substantially in the form set forth in Appendix A hereto, to the Designated Officer two business days in advance of the proposed transaction. The Designated Officer is under no obligation to grant pre-clearance for the proposed transaction. If pre-clearance to engage in the transaction is not granted, the Section 16 Insider should refrain from initiating any transaction in Company Securities, and should not inform any other person of the restriction. The Designated Officer may require one or more procedural conditions to granting pre-clearance including but not limited to (i) a period of time during which the proposed transaction must be effected (and transactions not effected within such time period would be subject to pre-clearance again), and (ii) that the Section 16 Insider notify a Designated Officer upon completion of the transaction. A Designated Officer may not grant pre-clearance for his or her own transactions.

When a request for pre-clearance is made, the Section 16 Insider should carefully consider whether he or she may be aware of any material nonpublic information about the Company, and should describe fully those circumstances to the Designated Officer. The Section 16 Insider should also indicate whether he or she has effected any non-exempt purchases or sales of Company Securities within the past six months, and should be prepared to report the proposed transaction on an appropriate Form 4 or Form 5.

B.Quarterly Trading Restrictions. A Section 16 Insider and any person designated by a Designated Officer as subject to this restriction (a “Designated Insider”), as well as their Family Members or Controlled Entities, may not conduct any transactions involving Company Securities (other than as specified by this Policy), during a “Restricted Period” beginning on the sixth business day after the end of each fiscal quarter and ending after the first full trading day following the date of the public release of the Company’s earnings results for that quarter. In other words, Section 16 Insiders and Designated Insiders may only conduct transactions in Company Securities during the “trading window” beginning on the second trading day following the public release of the Company’s quarterly earnings during or after NYSE core trading hours and ending on the fifth business day after the close of the next fiscal quarter.

Under very limited circumstances, a person subject to this restriction may be permitted to engage in a transaction during a Restricted Period, but only upon obtaining pre-clearance from a Designated Officer in the same manner and scope as described above in the paragraphs corresponding to the caption “Pre-Clearance Procedures.” The Designated Officer may request such person to describe the reason for such exception, including whether it was due to an unforeseen circumstance. The Designated Officer shall promptly notify the Chairman of the

Audit Committee of the Board of Directors of any exception granted hereby.

C.Event-Specific Restricted Periods. From time to time, an event may occur that is material to the Company and is known by only a few directors, officers, and/or employees. In such event, those directors, officers, and/or employees may be designated by a Designated Officer as subject to this paragraph (such designated person, an “Event Insider”). So long as the event remains material and nonpublic, an Event Insider may not engage in transactions in Company Securities. In addition, the Company’s financial results may be sufficiently material in a particular fiscal quarter that, in the judgment of a Designated Officer, an Event Insider should refrain from engaging in transactions in Company Securities even sooner than the quarterly Restricted Period described above. In that situation, even without disclosing the reason for the restriction, the Designated Officer may notify any such persons not to trade in Company Securities. The existence of an Event-Specific Restricted Period or the extension of a quarterly Restricted Period will not be announced to the Company as a whole, and should not be communicated to any other person. Even if a Designated Officer has not designated you as an Event Insider who should not engage in transactions in Company Securities due to an Event-Specific Restricted Period, you should not trade while aware of material nonpublic information. Other than as described in the paragraph immediately below, exceptions will not be granted during an Event-Specific Restricted Period.

D.Exceptions. The quarterly trading restrictions and event-specific trading restrictions do not apply to those transactions to which this Policy does not apply, as described above under the heading “Transactions Under Company Plans.” Further, the requirement for pre-clearance, the quarterly trading restrictions, and event-specific trading restrictions do not apply to transactions conducted pursuant to a compliant Rule 10b5-1 Plan as described below.

XI.	RULE 10b5-1 PLANS

Rule 10b5-1 under the Exchange Act provides a defense from Rule 10b-5 insider trading liability. In order to be eligible to rely on this defense, a person subject to this Policy must enter into a Rule 10b5-1 plan for transactions in Company Securities that meets certain conditions specified in the Rule (a “Rule 10b5-1 Plan”). If the plan meets the requirements of Rule 10b5-1, transactions in Company Securities may occur even when the person who has entered into the plan is aware of material nonpublic information.

To comply with this Policy, a Rule 10b5-1 Plan must meet the requirements of Rule 10b5-1. In general, a Rule 10b5-1 Plan must be entered into at a time when the person entering into the plan is not aware of material nonpublic information. Once the plan is adopted, the person must not exercise any influence over the amount of securities to be traded, the price at which the securities are to be traded, or the date of the trade. The plan must either specify the amount, pricing, and timing of transactions in advance or delegate discretion on these matters to an independent third party. The plan must include a cooling-off period before trading can commence that, for Section 16 Insiders, ends on the later of 90 days after the adoption of the Rule 10b5-1 Plan or two business days following the disclosure of the Company’s financial results in an SEC periodic report for the fiscal quarter in which the plan was adopted, and for persons other than Section 16 Insiders, 30 days following the adoption or modification of a Rule 10b5-1 Plan. A person may not enter into overlapping Rule 10b5-1 Plans (subject to certain exceptions) and may only enter

into one Rule 10b5-1 Plan during any 12-month period (subject to certain exceptions). All persons entering into a Rule 10b5-1 Plan must act in good faith with respect to the plan.

Further, in addition to the pre-clearance procedures specified under the heading “Additional Procedures” above, a Section 16 Insider must provide a certification to a Designated Officer substantially in the form set forth in Appendix B hereto.

XII.	POST-TERMINATION TRANSACTIONS

This Policy continues to apply to transactions in Company Securities even after your termination of service to the Company. If an individual is in possession of material nonpublic information when his or her service terminates, that individual may not engage in transactions in Company Securities until that information has become public or is no longer material. The pre-clearance procedures specified under the heading “Additional Procedures” above, however, will cease to apply to transactions in Company Securities upon the expiration of any quarterly Restricted Period, Event-Specific Restricted Period, or other Company-imposed trading restrictions applicable at the time of the termination of service.

XIII.	ADMINISTRATION OF THE POLICY

The Designated Officers, acting together or individually, shall be responsible for administration of this Policy. All determinations and interpretations by a Designated Officer shall be final and not subject to further review.

Any person who has a question about this Policy or its application to any proposed transaction may obtain additional guidance from a Designated Officer.

XIV.	INDIVIDUAL RESPONSIBILITY

Persons subject to this Policy have ethical and legal obligations to maintain the confidentiality of information about the Company and to not engage in transactions in Company Securities while in possession of material nonpublic information. Persons subject to this policy must not engage in illegal trading and must avoid the appearance of improper trading. Each individual is responsible for making sure that he or she complies with this Policy, and that any Family Member or Controlled Entity also comply with this Policy. In all cases, the responsibility for determining whether an individual is in possession of material nonpublic information rests with that individual, and any action on the part of the Company, a Designated Officer, or any employee or director pursuant to this Policy (or otherwise) does not in any way constitute legal advice or insulate an individual from liability under applicable securities laws. You could be subject to severe legal penalties and disciplinary action by the Company for any conduct prohibited by this Policy or applicable securities laws.

All persons subject to this Policy must certify their understanding of, compliance with, and intent to comply with, this Policy. A form of certification is set forth in Appendix C hereto.

Adopted February 19, 2025

Appendix A

PRE-CLEARANCE REQUEST FORM

To:LTC Properties, Inc. (the “Company”)

Re:Proposed transaction in Company securities

This is to advise you that the undersigned intends to execute a transaction in the Company’s securities on , 20 , and does hereby request that the Company pre-clear the transaction as required by the Company’s Insider Trading Policy (the “Policy”).

The general nature of the transaction is as follows (e.g., open market purchase of 10,000 shares of common stock through the NYSE, open market sale of 5,000 shares of common stock through the NYSE, 10b5-1 Trading Plan, etc.):

The undersigned is not in possession of material nonpublic information about the Company and will not enter into the transaction if the undersigned comes into possession of material nonpublic information about the Company between the date hereof and the proposed execution date.

The undersigned has read and understands the Policy and certifies that the above proposed transaction will not violate the Policy.

The undersigned agrees to advise the Company promptly if, as a result of future developments, any of the foregoing information becomes inaccurate or incomplete in any respect. The undersigned understands that the Company may require additional information about the transaction, and agrees to provide such information upon request.


Print name:


Signature:


Date:


			Designated Officer

Appendix B

RULE 10b5-1 CERTIFICATION

I certify that with respect to the proposed Rule 10b5-1 plan (the “Rule 10b5-1 Plan”) covering securities of LTC Properties, Inc. (the “Company”) beneficially owned by me that:

1.	I currently am not – and on the date of adoption of the Rule 10b5-1 Plan will not be – aware of material nonpublic information about such securities or the Company; and
2.	I am adopting the Rule 10b5-1 Plan in good faith and not as part of a plan or scheme to evade Section 10(b) of the Securities Exchange Act of 1934, as amended, or Rule 10b5-1 promulgated thereunder.
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Print name:


Signature:


Date:

Appendix C

INSIDER TRADING POLICY CERTIFICATION

I certify that:

1.	I have read and understand the LTC Properties, Inc. (the “Company”) Insider Trading Policy (the “Policy”). I understand that a Designated Officer (as defined in the Policy) is available to answer any questions I have regarding the Policy.
2.	Since February 19, 2025, or such shorter period of time that I have been an employee of the Company, I have complied with the Policy.
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3.	I will comply with the Policy for as long as I am subject to the Policy.
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Print name:


Signature:


Date:

EXHIBIT 21

LTC PROPERTIES, INC.

LIST OF SUBSIDIARIES

As of December 31, 2024


Company	****	State of Organization	****	Company	****	State of Organization
Albuquerque Real Estate Investments, Inc.		Delaware		Memorial Park Real Estate Investments, Inc.		Delaware
Bakersfield-LTC, Inc.		Delaware		Merritt Island Real Estate Investments, Inc.		Delaware
Beaumont Real Estate Investments, LP		Texas		Midwest RE Holdings, Inc.		Delaware
Broadway Real Estate Investments, Inc.		Delaware		Mission Real Estate Investments, Inc.		Delaware
BV Holding-LTC, Inc.		Delaware		MLREI Holdings, Inc.		Delaware
Blue Ridge RE Holdings, LLC		Delaware		Monroeville Real Estate Investments, Inc.		Delaware
Chatham Real Estate Investments, LLC		Delaware		Mountain States Real Estate Investments, Inc.		Delaware
Coronado Corporation		Delaware		MS-FL Real Estate Investments, Inc.		Delaware
CPP Investments, Inc.		Delaware		MW Real Estate Investments, LLC		Illinois
Docena Real Estate Investments, LLC		Delaware		New Mexico Real Estate Investments, Inc.		Delaware
DP Real Estate Investments, LLC		Delaware		Newberry Real Estate Investments, Inc.		Delaware
Florida-LTC, Inc.		Nevada		NMKS Holdings, Inc.		Delaware
Fort Wayne Real Estate Investments, Inc.		Delaware		NMKS Real Estate Investments, Inc.		Delaware
FP Real Estate Investments, LLC		Delaware		North Carolina Real Estate Investments, LLC		North Carolina
Great Road RE Holdings, Inc.		Delaware		Northwest RE Holdings, Inc.		Delaware
Gulf Breeze Real Estate Investments, Inc.		Delaware		Ohio Springs Real Estate Investments, Inc.		Delaware
Hewitt Real Estate Investments, Inc.		Delaware		Park Villa Corporation		Delaware
JVC Holdings, Inc.		Delaware		PENN-IND Real Estate Investments, Inc.		Delaware
JVCH Real Estate Investments, Inc.		Delaware		PSF Real Estate Investments, LLC		Delaware
JVCO Real Estate Investments, Inc.		Delaware		RC Real Estate Investments, Inc.		Delaware
JVWL Real Estate Investments, Inc.		Delaware		Red Oak Real Estate Investments, Inc.		Delaware
Kansas-LTC Corporation		Delaware		Rogue Valley RE Holdings, LLC		Delaware
Lakes Real Estate Investments, Inc.		Delaware		RRC Real Estate Investments, LLC		Delaware
LTC GP I, Inc.		Delaware		Sabal RE Holdings, LLC		Delaware
LTC West, Inc.		Nevada		Skilled Healthcare Holdings, Inc.		Delaware
LTC-Dearfield, Inc.		Nevada		South Hills Real Estate Investments, Inc.		Delaware
LTC-DS, Inc.		Delaware		Southeast RE Holdings, Inc.		Delaware
LTC-Finance, Inc.		Delaware		Stephenville Real Estate Investments, Inc.		Delaware
LTC-Griffin, Inc.		Nevada		SWTX Real Estate Investments, Inc.		Delaware
LTC-Jonesboro, Inc.		Nevada		Texas-LTC Limited Partnership		Texas
LTC-K1 Inc.		Delaware		Texas-LTC Woodridge Limited Partnership		Delaware
LTC-K2 Limited Partnership		Delaware		Tupelo Real Estate Investments, Inc.		Delaware
LTC-K2 LP, Inc.		Delaware		TXMS Real Estate Investments, Inc.		Delaware
LTC-K2, Inc.		Delaware		Vacaville-LTC, Inc.		Delaware
LTC-New Mexico, Inc.		Nevada		Virginia-LTC, Inc.		Nevada
LTC-Richmond, Inc.		Nevada		WISL Investments, Inc.		Wisconsin
L-Tex GP, Inc.		Delaware
L-Tex LP Corporation		Delaware

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1)	Registration Statement (Form S-8 No. 333-205115) pertaining to the 2015 Equity Participation Plan of LTC Properties, Inc.,
(2)	Registration Statement (Form S-8 No. 333-256808) pertaining to the 2021 Equity Participation Plan of LTC Properties, Inc., and
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(3)	Registration Statement (Form S-3 No. 333-283158) and in the related prospectus of LTC Properties, Inc.,
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of our reports dated February 24, 2025, with respect to the consolidated financial statements and schedules of LTC Properties, Inc. and the effectiveness of internal control over financial reporting of LTC Properties, Inc., included in this Annual Report (Form 10-K) of LTC Properties, Inc. for the year ended December 31, 2024.

/s/ Ernst & Young LLP

Los Angeles, California

February 24, 2025

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Clint B. Malin, certify that:

1.I have reviewed this annual report on Form 10-K of LTC Properties, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Clint B. Malin
Clint B. Malin
Co-President, Co-Chief Executive Officer and Chief Investment Officer
(Principal Executive Officer)
February 24, 2025

Exhibit 31.2

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Pamela J. Kessler, certify that:

1.I have reviewed this annual report on Form 10-K of LTC Properties, Inc.;

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


/s/ Pamela J. Kessler
Pamela J. Kessler
Co-President and Co-Chief Executive Officer
(Principal Executive Officer)
February 24, 2025

Exhibit 31.3

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Caroline Chikhale, certify that:

1.I have reviewed this annual report on Form 10-K of LTC Properties, Inc.;

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


/s/ Caroline Chikhale
Caroline Chikhale
Executive Vice President, Chief Financial Officer, <br>Treasurer and Corporate Secretary
(Principal Financial Officer and Principal Accounting Officer)
February 24, 2025

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of LTC Properties, Inc. (or the Company) on Form 10-K for the period ending December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (or the Report), the undersigned each certify solely for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: February 24, 2025		/s/ Clint B. Malin
		Clint B. Malin<br>Co-President, Co-Chief Executive Officer and Chief Investment Officer

Date: February 24, 2025	/s/ Pamela J. Kessler
	Pamela J. Kessler<br>Co-President and Co-Chief Executive Officer

Date: February 24, 2025		/s/ Caroline Chikhale
		Caroline Chikhale<br>Executive Vice President, Chief Financial Officer, Treasurer and Corporate Secretary

This certification is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Act of 1934 (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.