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Equity

12 Months Ended

Dec. 31, 2024

Equity

Equity

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

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.

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.

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 amount in thousands):


		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

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