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Equity | 9 Months Ended
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Sep. 30, 2025
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 September 30, 2025, we have the following consolidated VIEs (in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Gross | ​ | ​ | ​ | ​
Investment | ​ | ​ | ​ | Property | ​ | ​ | ​ | ​ | Consolidated | ​ | ​ | Non-Controlling | ​
Year | ​ | Purpose | ​ | Type | ​ | State | ​ | ​ | Assets | ​ | ​ | Interests | ​
2024 | ​ | Own real estate | ​ | SH | ​ | NC/SC | ​ | $ | 122,460 | ​ | $ | 58,010 | ​
2024 | ​ | Own real estate | ​ | SH | ​ | NC | ​ | ​ | 41,000 | ​ | ​ | 3,015 | ​
2023 | ​ | Own real estate | ​ | SH | ​ | OH | ​ | ​ | 54,934 | ​ | ​ | 9,134 | ​
2023 | ​ | Own real estate | ​ | SH | ​ | NC | ​ | ​ | 122,195 | ​ | ​ | 2,916 | ​
2022 | ​ | Own real estate | ​ | SNF | ​ | FL | ​ | ​ | 76,545 | ​ | ​ | 14,325 | ​
Total | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 417,134 | ​ | $ | 87,400 | ​
(1) | Includes the total real estate investments and excludes intangible assets.
During the nine months ended September 30, 2025, we acquired our JV partner’s non-controlling interest in a JV that owns two seniors housing communities in Oregon with a total of 186 units for $1,150,000 resulting in us controlling full ownership of these communities. As a result, these VIEs are not listed in the table above. 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 stock. 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 offer and sell, from time to time, up to $400,000,000 in aggregate offering price of shares of our common stock. The Equity Distribution Agreement provides for sales of common shares to be made by means of ordinary brokers’ transactions, which may include block trades, or transactions that are deemed to be “at the market” offerings. During the nine months ended September 30, 2025, we sold 1,655,100 shares of common stock for $59,316,000 in net proceeds under our Equity Distribution Agreement. In conjunction with the sale of common stock, we incurred $353,000 of costs associated with this agreement which have been recorded in additional paid in capital as a reduction of proceeds received. At September 30, 2025, we had $330,271,000 available under the Equity Distribution Agreement. Subsequent to September 30, 2025, we sold 281,400 shares of common stock for $10,260,000 in net proceeds under our Equity Distribution Agreement. Accordingly, we have $319,881,000 available under the Equity Distribution Agreement. During the nine months ended September 30, 2024, we sold 1,886,900 shares of common stock for $65,629,000 in net proceeds under our Original Equity Distribution Agreements. In conjunction with the sale of common stock, we incurred $119,000 of costs associated with this agreement which have been recorded in additional paid in capital as a reduction of proceeds received. During the nine months ended September 30, 2025 and 2024, we acquired 151,018 shares and 49,540 shares, respectively, of common stock held by employees who tendered owned shares to satisfy tax withholding obligations. Available Shelf Registration. 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): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Nine Months Ended September 30,
​ | ​ | 2025 | ​ | 2024
​ | ​ | Declared | ​ | Paid | ​ | Declared | ​ | Paid
Common Stock (1) | ​ | $ | 80,012 | (2) | $ | 80,012 | (2) | $ | 74,684 | ​ | $ | 74,684
(1) | Represents $0.19 per share per month for the nine months ended September 30, 2025 and 2024.
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(2) | Includes $1,312 of distribution related to vesting of the performance-based stock units.
In October 2025, we declared a monthly cash dividend of $0.19 per share on our common stock for the months of October, November and December 2025, payable on October 31, November 28, and December 31, 2025, respectively, to stockholders of record on October 23, November 20, and December 23, 2025, respectively. Stock-Based Compensation. 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. Beginning in the first quarter of 2024, we entered into Performance Stock Unit Award Agreements, based upon absolute and relative total shareholder return, under the 2021 Plan. During the nine months ended September 30, 2025 and 2024, no stock options were granted or exercised. During the nine months ended September 30, 2024, 5,000 stock options expired and were cancelled. At September 30, 2025 and 2024, we had no stock options outstanding and exercisable. The following table summarizes our restricted stock activity for the nine months ended September 30, 2025 and 2024: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Nine Months Ended September 30,
​ | ​ | Shares | ​ | Weighted Average Price
​ | ​ | 2025 | ​ | 2024 |  | 2025 | ​ | 2024
Outstanding, January 1 | ​ | ​ | 301,209 | ​ | ​ | 258,620 | ​ | $ | 33.18 | ​ | $ | 36.43
Granted | ​ | ​ | 135,041 | ​ | ​ | 175,431 | ​ | $ | 34.94 | ​ | $ | 31.07
Vested | ​ | ​ | (165,549) | (1) | ​ | (132,842) | ​ | $ | 33.69 | ​ | $ | 31.51
Outstanding, September 30 | ​ | ​ | 270,701 | ​ | ​ | 301,209 | ​ | $ | 33.75 | ​ | $ | 33.18
(1) | Includes the accelerated vesting of 13,362 shares of restricted common stock in connection with an employee’s retirement.
During the nine months ended September 30, 2025, 182,915 units of performance-based stock units vested, which includes the accelerated vesting of 19,694 performance-based stock units in connection with an employee’s retirement. No performance-based stock units vested during the nine months ended September 30, 2024. During the nine months ended September 30, 2025 and 2024, we granted restricted stock and performance-based stock units under the 2021 Plan as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | No. of | ​ | Price per | ​ | ​ | ​ | ​ | ​
Year | ​ | Shares/Units | ​ | Share | ​ | Reward Type | ​ | Vesting Period | ​
2025 | ​ | 113,790 | ​ | $ | 34.88 | ​ | Restricted stock | ​ | ratably over 3 years | ​
​ | ​ | 5,626 | ​ | $ | 35.55 | ​ | Restricted stock | ​ | April 30, 2028 | ​
​ | ​ | 15,625 | ​ | $ | 35.20 | ​ | Restricted stock | ​ | (1) | ​
​ | ​ | 52,666 | ​ | $ | 34.88 | ​ | Performance-based stock units | ​ | TSR targets (2) | ​
​ | ​ | 48,535 | ​ | $ | 34.88 | ​ | Performance-based stock units | ​ | TSR targets (3) | ​
​ | ​ | 236,242 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
2024 | ​ | 159,536 | ​ | $ | 30.72 | ​ | Restricted stock | ​ | ratably over 3 years | ​
​ | ​ | 69,610 | ​ | $ | 31.84 | ​ | Performance-based stock units | ​ | TSR targets (2) | ​
​ | ​ | 62,914 | ​ | $ | 31.84 | ​ | Performance-based stock units | ​ | TSR targets (3) | ​
​ | ​ | 15,895 | ​ | $ | 34.60 | ​ | Restricted stock | ​ | (1) | ​
​ | ​ | 307,955 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
(1) | 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.
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(2) | Vesting is based on achieving certain total shareholder return (“TSR”) targets in three years.
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(3) | Vesting is based on achieving certain TSR targets relative to the TSR of a predefined peer group in three years.
​ ​ Compensation expense recognized related to the vesting of restricted common stock and performance-based stock units for the nine months ended September 30, 2024 was $6,791,000. Compensation expense recognized related to the vesting of restricted common stock and performance-based stock units for the nine months ended September 30, 2025, was $7,188,000, which includes $700,000 of compensation expense related to accelerated vesting of restricted common stock and performance-based stock units in connection with an employee’s retirement. Accordingly, the remaining compensation expense to be recognized related to the future service period of unvested outstanding restricted common stock and performance-based stock units are as follows (in thousands): ​
​ | ​ | ​ | ​
​ | ​ | Remaining
​ | ​ | Compensation
Vesting Date | ​ | Expense
October-December 2025 | ​ | $ | 2,140
2026 | ​ | ​ | 5,887
2027 | ​ | ​ | 2,899
2028 | ​ | ​ | 322
Total | ​ | $ | 11,248
​ ​

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- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/505/tableOfContent + Details
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