LTC PROPERTIES INC

The Company

LTC Properties, Inc. (“LTC” or the “Company”), a health care real estate investment trust (“REIT”), was incorporated on May 12, 1992 in the State of Maryland and commenced operations on August 25, 1992. We invest primarily in seniors housing and health care properties primarily through our owned seniors housing operating portfolio (“SHOP”), triple-net leases and joint ventures. 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.

Investment Portfolio

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

As of September 30, 2026, our total gross investment portfolio included owned real properties subject to non-cancellable triple-net leases (“NNN” or “Triple-Net Portfolio”) (25.5%), SHOP (49.0%), properties we own accounted for as financing receivables (10.3%), mortgage loans receivable secured by first mortgages (14.3%) and notes receivable (0.9%).

Property Types

Our seniors housing and health care property classifications include independent living communities, assisted living communities, memory care communities and combinations thereof and skilled nursing centers (“SNF”). Independent living communities, assisted living communities, memory care communities and combinations thereof are included in the seniors housing communities classification (“SH”). We also have investments in other (“OTH”) types of properties, such as land parcels, projects under development (“UDP”) and a behavioral health care hospital. Any reference to the number or type 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 review of our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board.

Basis of Presentation

We have prepared consolidated financial statements included herein without audit and in the opinion of management have included all adjustments necessary for a fair presentation of the consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to rules and regulations governing the presentation of interim financial statements. The results of operations for the three and nine months ended September 30, 2026 and 2025 are not necessarily indicative of the results for a full year.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of our company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

Preparation of the consolidated financial statements in conformity with 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 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.

Segments

During the second quarter of 2025, we began utilizing the structure authorized by the REIT Investment Diversification and Empowerment Act of 2007 (commonly referred to as “RIDEA”) as permitted by the Housing and Economic Recovery Act of 2008. Under RIDEA, REITs are permitted to participate directly in the cash flow of qualified healthcare properties (compared to receiving solely contractual rental income). Accordingly, effective in the second quarter of 2025, we conduct and manage our business astwo operating segments, for reporting and decision-making purposes: i) real estate investments segment (“Real Estate Investments Segment”) which consists of our Triple-Net Portfolio, financing receivables, mortgage loans, notes receivable and unconsolidated joint ventures and ii) SHOP segment. SeeNote 17-Segment Information for more information.

Our owned real properties include 58 properties within our Triple-Net Portfolio leased to 12 different operators and 46 properties within our SHOP segment managed on our behalf by 13 independent operators under separate management agreements. The following tables summarize our investments in owned properties at September 30, 2026*(dollar amounts in thousands)*:

Owned Real Properties–SHOP

During the second quarter of 2025, we began utilizing the RIDEA structure and established a SHOP segment. Following the establishment of our SHOP segment, during the second through fourth quarters of 2025, we acquired 11 seniors housing communities within the SHOP segment. Additionally, we terminated triple-net master leases with three operators and converted 15 seniors housing communities covered under the master leases into our SHOP segment. Upon conversion into the SHOP segment, two of these communities are operating and accounted for as one community.

During the nine months ended September 30, 2026, we continued to expand our SHOP segment. Accordingly, we acquired 17 seniors housing communities within our SHOP segment for $737,281,000. SeeAcquisitions below for more information. Also, we terminatedtwo additional triple-net master leases and converted four seniors housing communities covered under these master leases into our SHOP segment. Upon conversion, we entered into management agreements withtwo operators new to us. The communities are located in Georgia, South Carolina and Texas (2) with a total of 247 units and an aggregate gross book value of $59,901,000. As of September 30, 2026, our SHOP segment represented 49.0% of our gross portfolio investments and was comprised of 46 seniors housing communities managed on our behalf by 13 independent operators pursuant to separate management agreements.

The following table presents information related to our SHOP segment as of September 30, 2026 (dollar amounts in thousands):

Acquisitions

During the nine months ended September 30, 2026 and 2025, we acquired the following communities within our SHOP segment (dollar amounts in thousands):

The total acquisition costs allocated to SHOP assets acquired during the nine months ended September 30, 2026 and 2025 were as follows (in thousands):

Capital Improvement Projects

During the nine months ended September 30, 2026 and 2025, we funded capital improvement projects of $9,746,000 and $2,425,000 respectively, within our SHOP segment.

Owned Real Properties–Triple-Net Portfolio

Our Triple-Net Portfolio includes owned properties that are leased pursuant to non-cancelable triple-net operating leases. Triple-net leases require 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.

The majority of our triple-net leases contain provisions for specified annual increases over the rents of the prior year.

Lease Extensions

Many of the triple-net leases contain renewal options that, if exercised, could result in the amount of rent payable upon renewal being greater than that currently being paid. The following table provides information related to our triple-net lease extensions during the nine months ended September 30, 2026 and 2025* (dollar amounts in thousands):*

Lease Terminations

During the nine months ended September 30, 2026, we terminatedtwo triple-net master leases and converted four seniors housing communities covered under the master leases into our SHOP segment. Upon conversion, we entered into management agreements withtwo independent operators. The communities are located in Georgia, South Carolina and Texas (2) with a total of 247 units and an aggregate gross book value of $59,901,000.

Additionally, as a result of the sale of 19 skilled nursing centers and 17 seniors housing communities within our Triple-Net Portfolio, we terminated master lease agreements with five operators during the nine months ended September 30, 2026. In connection with the sale of 17 seniors housing communities, we received a lease termination fee of $2,581,000 during the nine months ended September 30, 2026. SeeProperties Sold below for more information.

During the nine months ended September 30, 2025, we terminatedtwo existing leases with the same operator and combined them into a single master lease. The new master lease had afive-year term withone 1-year extension option andfour 5-year extension options. In connection with the termination of these leases, we wrote-off straight-line rent receivable and lease incentive balances of $243,000 and $249,000, respectively. During the fourth quarter of 2025, we terminated the new master lease and converted the communities covered under the master lease into our SHOP segment.

Also, during the nine months ended September 30, 2025, we terminated our Anthem Memory Care LLC (“Anthem”) triple-net master leases and converted the communities covered under the master leases into our SHOP segment. In conjunction with the conversion, we wrote-off Anthem’s working capital note of $2,693,000 and the related interest receivable of $371,000 during the nine months ended September 30, 2025. In addition, we terminated our triple-net lease with New Perspective Senior Living, LLC (“New Perspective”) and converted the community covered under the lease into our SHOP segment. In connection with the conversion, we paid New Perspective a $5,971,000 lease termination fee.

Components of Rental Income

The following table summarizes components of our rental income for the three and nine months ended September 30, 2026 and 2025* (in thousands):*

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. During the nine months ended September 30, 2026, we wrote-off lease incentive balance of $13,000, in connection with the termination of a master lease and converting the communities covered under the master lease into our SHOP segment. During the nine months ended September 30, 2025, we wrote-off straight-line rent receivable balance of $1,271,000 in connection with the on-going Genesis Chapter 11 bankruptcy filing. During the three months ended March 31, 2026, a federal bankruptcy judge approved the sale of Genesis’ assets to a newly formed investment group. The sale of Genesis’ assets, including the leasehold interest in our properties closed in October 2026, and the lease was assumed on its terms by an affiliate of 101 W State Street Holdings, LLC. Additionally, during the nine months ended September 30, 2025, we wrote-off straight-line rent receivable and lease incentive balances of $243,000 and $249,000, respectively, in connection with the termination oftwo existing leases with the same

operator, and combining them into a master lease as discussed above.

We continue to take into account the current financial conditions of our operators in our estimation of uncollectible accounts and deferred rents receivable and closely monitor the collectability of such rents, adjusting future estimates as necessary.

Purchase Options

Some of our triple-net 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 September 30, 2026* (dollar amounts in thousands):*

See Note 4.* Financing Receivables*for purchase options included in our financing receivable agreements.

Improvement Projects

During the nine months ended September 30, 2026 and 2025, we invested in the following capital improvement projects within our Triple-Net Portfolio (dollar amounts in thousands):

Impairment Loss

As of September 30, 2026, we identified indicators of impairment and performed recoverability analysis on the carrying value of the community listed in the table below and concluded that its carrying value will not be recoverable through future undiscounted cash flows. We did not identify any indicators of impairment during the nine months ended September 30, 2025. The following table summarizes information regarding impairment losses recorded during the nine months ended September 30, 2026 (dollar amounts in thousands):

Properties Sold

During the nine months ended September 30, 2026, we recognized a net gain on sale of real estate of $331,500,000. During the nine months ended September 30, 2025, we recognized a net loss on sale of real estate of $235,000. The following table summarizes property sales during the nine months ended September 30, 2026 and 2025* (dollar amounts in thousands):*

We have entered into joint venture (“JV”) agreements and contributed into these JVs for the purchase of properties through sale and leaseback transactions. Concurrently, each of these JVs leased the purchased properties back to an affiliate of the seller and provided the seller-lessee with purchase options. Accordingly, these sale and leaseback transactions meet the accounting criteria to be presented as financing receivables. Furthermore, we determined that we exercise power over and receive benefits from each of these joint ventures. Therefore, we consolidated the joint ventures asFinancing Receivables on

ourConsolidated Balance Sheets and recorded the rental revenue from these joint ventures asInterest income from financing receivables on ourConsolidated Statements of Income.

The following tables provide information regarding our investments in financing receivables at September 30, 2026 (dollar amounts in thousands):

The following table summarizes our financing receivable activity for the nine months ended September 30, 2026 and 2025 (in thousands):

The following table sets forth information regarding our investments in mortgage loans secured by first mortgages at September 30, 2026*(dollar amounts in thousands)*:

The following table summarizes our mortgage loan activity for the nine months ended September 30, 2026 and 2025*(in thousands):*

We had a $12,700,000 acquisition, development and construction (“ADC”) mortgage loan with a carrying value of $12,558,000. The ADC mortgage loan, secured by a 104-bed skilled nursing center in Texas, met the accounting criteria to be considered a variable interest entity (“VIE”). We were not the primary beneficiary of the VIE as we did not have both: 1) the power to direct the activities that most significantly affect the VIE’s economic performance, and 2) the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be significant to the VIE. However, we had significant influence over the VIE. Therefore, we accounted for the investment as a joint venture using the equity method of accounting. During the three months ended June 30, 2026, the mortgage loan was paid off.

Additionally, we hadtwo preferred equity investments that also met the accounting criteria to be considered a VIE based on the same factors discussed above for the ADC loan. During 2025, both preferred equity investments were redeemed. The following table summarizes income recognized and cash interest received related to our investments in unconsolidated joint ventures during the nine months ended September 30, 2026 and 2025*(in thousands):*

Notes receivable consist of working capital loans and a mezzanine loan. The following table summarizes our investments in notes receivable at September 30, 2026 (dollar amounts in thousands):

The following table is a summary of our notes receivable components as of September 30, 2026 and December 31, 2025*(in thousands):*

The following table summarizes our notes receivable activity for the nine months ended September 30, 2026 and 2025*(in thousands):*

We apply Accounting Standards Codification (“ASC”) Topic 326,Financial Instruments-Credit Losses (“ASC 326”), which requires a forward-looking “expected loss” model, to estimate our loan losses. We determined ourFinancing receivables,Mortgage loans receivable andNotes receivable line items on ourConsolidated 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 purchased properties to affiliates of sellers and provided the sellers-lessees with purchase options. We consolidated the JVs asFinancing receivables on ourConsolidated Balance Sheets. For more information regarding these transactions see Note 4.Financing Receivables above. At September 30, 2026, we had investments inthree JVs accounted for as financing receivables that owned 28 properties intwo 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 September 30, 2026, we hadnine mortgage loans secured by 27 properties infive states withsix 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 a working capital note and a mezzanine loan. 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.

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

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):

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 in place 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 September 30, 2026, the total balance of accrued interest receivable of $25,274,000 was not included in the measurement of expected credit loss. During the nine months ended September 30, 2025, we wrote-off Anthem’s interest receivable of $371,000 in connection with the conversion of Anthem’s triple-net leases to SHOP as explained in Note 3.Owned Real Properties.

The following is a summary of our prepaid expenses and other assets at September 30, 2026 and December 31, 2025 (in thousands):

We make estimates in allocating the purchase price of acquisitions to the various components of the acquisition based on the fair value of each component. For certain acquisitions, such components include in-place leases and other intangible assets. In the case of the value of in-place leases, we make estimates based on the evaluation of the specific characteristics of each tenant’s lease. Factors considered include estimates of carrying costs during the hypothetical expected lease-up periods, market conditions and costs to execute similar leases. The following is a summary of the carrying amount of intangible assets as of September 30, 2026 and December 31, 2025*(in thousands)*:

The following table provides future amortization expenses related to the intangible assets at September 30, 2026 (in thousands):

*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 $525,000,000 comprising of a $425,000,000 revolving credit facility andtwo $50,000,000 term loans with maturities of November 19, 2025 and November 19, 2026 (the “Original Term Loans”). The Original Credit Agreement had a maturity date of November 19, 2026 and permitted us to request increases to the revolving credit facility and term loans commitments up to a total of $1,000,000,000 (the “Original Accordion”).

During the third quarter of 2025, we entered into a newfour-year unsecured credit agreement (the “Credit Agreement”) maturing in July 2029, to replace the Original Credit Agreement. The Credit Agreement increased the aggregate commitment on our revolving line of credit from $425,000,000 to $600,000,000 (the “Revolving Line of Credit”), provided for the opportunity to increase the total commitment to an aggregate $1,200,000,000 (the “Accordion”) and allowed for aone-year extension option, subject to customary conditions. Material terms of the Credit Agreement remained unchanged. In connection with the Credit Agreement, the Original Term Loans were rolled into the Revolving Line of Credit. During the fourth quarter of 2025, we amended our Credit Agreement to increase the aggregate commitment of the lenders by $200,000,000 to a total of $800,000,000 through the exercise of the Accordion and established term loans totaling $200,000,000 (the “Term Loans”). The Term Loans consist of $50,000,000, $55,000,000, $55,000,000 and $40,000,000 borrowings, with contractual maturities ofthree, four, five andseven years, respectively.

During the second quarter of 2026, we entered into an amendment to the Credit Agreement (the “Amended Credit Agreement”) to increase the aggregate commitment of its lenders by $300,000,000 to a total of $1,100,000,000, through the exercise of the Credit Agreement’s accordion feature. The $300,000,000 increase expands our aggregate revolving credit (the “Amended Revolving Line of Credit”) commitment to $900,000,000. Additionally, the Amended Credit Agreement increases the Accordion feature up to $2,000,000,000 (the “Amended Accordion”). The material terms of the Amended Credit Agreement remain unchanged.

Based on our leverage at September 30, 2026, the facility provides for interest annually at SOFR plus 110 basis points and a facility fee of 15 basis points.

Interest Rate Swap Agreements. In connection with entering into the Original Term Loans described above, we entered intotwo receive variable/pay fixed interest rate swap agreements with maturities of November 19, 2025 and November 19, 2026, respectively, that effectively locked in the forecasted interest payments on the Original Term Loans’ borrowings over their four andfive year terms of the loans. Additionally, during the fourth quarter of 2025, we entered into interest rate swaps with maturities ofthree, four, five andseven years, respectively to effectively lock-in the forecasted interest payments on the Term Loans. Furthermore, during the second quarter of 2026, we entered into three-year interest rate swap agreements to effectively fix the interest rate on $150,000,000 of borrowings under our Amended Revolving Line of Credit. Our interest rate swaps are considered cash flow hedges and are recorded on ourConsolidated Balance Sheets at fair value inPrepaid expenses and other assets, with cumulative changes in the fair value of these instruments recognized inAccumulated other comprehensive income (loss) on ourConsolidated Balance Sheets. During the nine months ended September 30, 2026 and 2025, we recorded an increase of $11,086,000 and a decrease of $2,356,000 to the fair value of our interest rate swaps, respectively.

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

*Senior Unsecured Notes.*We have senior unsecured notes held by institutional investors with interest rates ranging from 3.66% to 4.50%. The senior unsecured notes mature between 2028 and 2033.

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

At September 30, 2026, we were in compliance with all applicable financial covenants. These debt obligations also contain additional customary covenants and events of default that are subject to a number of important and significant limitations, qualifications and exceptions.

The following table sets forth information regarding debt obligations by component as of September 30, 2026 and December 31, 2025 (dollar amounts in thousands):

During the nine months ended September 30, 2026 and 2025, our debt borrowings and repayments were as follows (in thousands):

The following is a summary of our accrued expenses and other liabilities at September 30, 2026 and December 31, 2025 (in thousands):

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. 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 ourConsolidated Balance Sheets.

As of September 30, 2026, we have the following consolidated VIEs*(in thousands):*

During 2026, a lessee, which was also our joint venture partner in a VIE for which we were the primary beneficiary, exercised its purchase option and acquired three skilled nursing centers owned by the JV. The centers have a total of 299 beds and are located in Florida with an aggregate gross book value of $76,545,000. Our JV partner’s non-controlling interest contribution was $14,325,000. As a result, this VIE is not listed in the table above.

*Common Stock.*We had an equity distribution agreement (the “Original Equity Distribution Agreement”) to offer and sell, from time to time, up to $400,000,000 in aggregate offering price of shares of our common stock. During the nine months ended September 30, 2026 and 2025, we sold 5,257,220 and 1,655,100 shares of common stock for net proceeds of $198,064,000 and $59,316,000, respectively, under our Original Equity Distribution Agreement. In conjunction with the sale of common stock, during the nine months ended September 30, 2026 and 2025, we incurred $200,000 and $353,000 of costs associated with this agreement, which have been recorded in additional paid in capital as a reduction of proceeds received.

During the third quarter of 2026, we terminated our Original Equity Distribution Agreement and entered into a new equity distribution agreement (the “Equity Distribution Agreement”) to sell, from time to time up to $500,000,000 in aggregate offering price of shares of our common stock. The Equity Distribution Agreement provides for sale 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 third quarter of 2026, we sold 914,120 shares of common stock for $38,726,000 in net proceeds under the Equity Distribution Agreement. In conjunction with the sale of common stock, we incurred $213,000 of costs associated with this agreement, which has been recorded in additional paid in capital as a reduction of proceeds received. At September 30, 2026, we had $461,140,000 available under the Equity Distribution Agreement. Subsequent to September 30, 2026, we sold 1,371,986 shares of common stock for $58,717,000 in net proceeds under the Equity Distribution Agreement. Accordingly, at November 3, 2026, we have $401,940,000 available under the Equity Distribution Agreement.

During the nine months ended September 30, 2026 and 2025, we acquired 149,745 and 151,018, respectively, shares of common stock held by employees who tendered owned shares to satisfy tax withholding obligations.

Available Shelf Registration. 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 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 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)*:

In October 2026, we declared a monthly cash dividend of $0.19 per share on our common stock for the months of October, November and December 2026, payable on October 30, November 30 and December 31, 2026, respectively, to stockholders of record on October 22, November 20, and December 23, 2026, respectively.

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

The following table summarizes our restricted stock activity for the nine months ended September 30, 2026 and 2025*:*

During the nine months ended September 30, 2026,170,827 units of performance-based stock units vested. During the nine months ended September 30, 2025,182,915 units of performance-based stock units vested, which includes the accelerated vesting of 19,694 performance-based stock units in connection with an employee’s retirement.

During the nine months ended September 30, 2026 and 2025, we granted restricted stock and performance-based stock units under the 2021 Plan as follows:

Compensation expense recognized related to the vesting of restricted common stock and performance-based stock units for the nine months ended September 30, 2026 and 2025 was$6,675,000 and$7,188,000, respectively. Accordingly, the remaining compensation expense to be recognized related to the future service period of unvested outstanding restricted common stock and performance-based stock units is as follows*(in thousands):*

At September 30, 2026, we had commitments as follows*(in thousands):*

Additionally, we expect to invest capital related to our SHOP segment to improve and maintain our properties. Some of our lease agreements provide purchase options allowing the lessee to purchase the properties they currently lease from us. See Note 3.* Owned Real Properties* and Note 4.* Financing Receivables* for additional 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.

The following table sets forth the computation of basic and diluted net income per share (in thousands, except per share amounts):

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 elect the fair value option for any of our financial assets and financial liabilities.

The carrying amount of cash and cash equivalents approximates their 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 estimated fair value of our financial instruments as of September 30, 2026 and December 31, 2025 were as follows (in thousands):

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

During the nine months ended September 30, 2026 and 2025, the CODM has been collectively identified as our Executive Chairman and Co-CEOs, who share the responsibility for allocating resources and assessing segment performance.

During the second quarter of 2025, we began utilizing the RIDEA structure and established our SHOP segment. Accordingly, we conduct and manage our business astwo operating segments: real estate investments and SHOP and our CODM evaluated the performance of our investments based on net operating income (“NOI”). For more information and reconciliation of NOI seeItem 2. Non-GAAP Financial Measures. The following tables summarize information by reportable segment for the three and nine months ended September 30, 2026 and 2025*(unaudited, in thousands):*

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

Our Company qualifies as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. As such, we generally are not taxed on income that is distributed to our stockholders. Under RIDEA, a REIT may lease a “qualified healthcare property” on an arm's-length basis to a taxable REIT subsidiary (“TRS”) if the property is operated on behalf of such TRS by a person who qualifies as an “eligible independent operator”. Generally, the rent received from the TRS will meet the related party exception and will be treated as “rents from real property”. A “qualified healthcare property” includes real property and any personal property that is, or is necessary or incidental to the use of, a hospital, nursing facility, assisted living facility, congregate care facility, qualified continuing care facility, or other licensed facility which extends medical or nursing or ancillary services to patients. Resident fees and services revenue and related operating expenses for these facilities are reported on ourConsolidated Statements of Income and are subject to federal, state and local income taxes. Our provision for income taxes for the three and nine months ended September 30, 2026, was an expense of $398,000 and $674,000, respectively. Our provision for income taxes for the three and nine months ended September 30, 2025, was an expense of $42,000 and a benefit of $39,000, respectively. At September 30, 2026, our deferred income tax assets and deferred income tax liabilities with respect to our TRS entity were $278,000 and $367,000, respectively. At December 31, 2025, our deferred income tax assets and deferred income tax liabilities with respect to our TRS entity were $729,000 and $695,000, respectively.

Subsequent to September 30, 2026, the following events occurred:

Real Estate Acquisitions. The following table summarizes information regarding our acquisitions subsequent to September 30, 2026 (dollar amounts in thousands):

*Purchase Option Notices.*We received notice of an operator’s intent to exercise its purchase option under a master lease covering four skilled nursing centers with a total of 339 beds in Texas. The properties have a gross book value and net book value of $52,726,000 and $46,516,000, respectively, and generate approximately $4,800,000 of annual cash rental income.

Debt. We repaid$20,000,000 under our unsecured revolving line of credit. Accordingly, as of November 3, 2026, we have $409,900,000 outstanding and $490,100,000 available for borrowing under our unsecured revolving line of credit. Additionally, we repaid $2,000,000 in scheduled principal paydowns on our senior unsecured notes.

Equity. We sold 1,371,986 shares of common stock for $58,717,000 in net proceeds under our Equity Distribution Agreement. Accordingly, we have $401,940,000 available under our Equity Distribution Agreement.

Additionally, we declared a monthly cash dividend of $0.19 per share on our common stock for the months of October, November and December 2026, payable on October 30, November 30 and December 31, 2026, respectively to stockholders of record on October 22, November 20, and December 23, 2026, respectively.