Form 8-K

8-K — LTC PROPERTIES INC

Accession: 0001104659-26-110666

Filed: 2026-09-25

Period: 2026-09-22

CIK: 0000887905

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — tm2626112d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2626112d1_ex99-1.htm)

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0000887905

2026-09-22

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report: September 22, 2026

(Date of earliest event reported)

LTC PROPERTIES, INC.

(Exact name of Registrant as specified in

its charter)

Maryland

1-11314

71-0720518

(State or other jurisdiction of

(Commission file number)

(I.R.S. Employer

incorporation or organization)

Identification No.)

3011

Townsgate Road, Suite 220

Westlake

Village, CA 91361

(Address of principal executive offices)

(805)

981-8655

(Registrant’s telephone number, including

area code)

Check the appropriate box below if the Form 8-K filing

is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under

the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under

the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of

the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock, $.01 par value

LTC

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging

growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of

the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Item 5.02 Departure of Directors or Certain

Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 22, 2026, the Board of Directors

(the “Board”) of LTC Properties, Inc. (the “Company”) increased the size of the Board from six to eight members

and elected Pamela J. Shelley-Kessler and Clint B. Malin to fill the newly created vacancies and serve as members of the Board.

Ms. Shelley-Kessler and Mr. Malin have

served as Co-Presidents & Co-Chief Executive Officers of the Company since December 2024 and will continue in these roles.

Ms. Shelley-Kessler, age 60, has served as the Company’s Co-President since May 2020, and previously served as the Company’s

Chief Financial Officer from 2007 through December 2024 and as the Company’s Corporate Secretary. Mr. Malin, age 54, has

served as the Company’s Co-President since May 2020 and previously served as Chief Investment Officer from 2004 through April 2025.

Ms. Shelley-Kessler and Mr. Malin will

serve as directors until the Company’s next annual meeting of stockholders and until their respective successors are duly elected

and qualified, or until their earlier death, resignation or removal. Neither Ms. Shelley-Kessler nor Mr. Malin has been appointed

to any committee of the Board.

Biographical information about each of Ms. Shelley-Kessler

and Mr. Malin appears in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 8,

2026, and is incorporated herein by reference. There currently are no changes to the compensation arrangements of Ms. Shelley-Kessler

and Mr. Malin as a result of their election to the Board.

There are no arrangements or understandings between

Ms. Shelley-Kessler and any other person pursuant to which she was selected as a director, and there are no arrangements or understandings

between Mr. Malin and any other person pursuant to which he was selected as a director. Neither Ms. Shelley-Kessler nor Mr. Malin

has a direct or indirect material interest in any transaction requiring disclosure pursuant to Item 404(a) of Regulation S-K.

A copy of the press release announcing the election of Ms. Shelley-Kessler

and Mr. Malin to the Board is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

99.1

Press Release issued September 25, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LTC PROPERTIES, INC.

Dated: September 25, 2026

By:

/s/ WENDY L. SIMPSON

Wendy L. Simpson

Executive Chairman & Director

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2626112d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

FOR IMMEDIATE RELEASE

For more information contact:

Mandi Hogan

(805) 981-8655

LTC Elects Co-Presidents and Co-CEOs

Pam Kessler and Clint Malin to Board of Directors

-- Elections Reflect Leadership in Expanding

LTC's SHOP Platform

and Strengthening its Long-Term Growth Profile --

WESTLAKE

VILLAGE, Calif. – September 25, 2026 – LTC Properties, Inc. (NYSE: LTC) (“LTC”

or the “Company”), a real estate investment trust specializing in seniors housing and health care properties, today announced

that Pam Kessler and Clint Malin, Co-Presidents and Co-CEOs , have been elected to its Board of Directors effective September 22,

2026, increasing the total number of directors from six to eight, five of whom are independent.

Kessler and Malin have each spent more than two decades at LTC and

have served as Co-Presidents since May 2020 and Co-CEOs since December 2024. They played key roles in building and scaling the

Company's SHOP platform, helping reposition the Company for future growth.

“Pam and Clint have helped reshape LTC, combining strategic vision

with disciplined execution," said Wendy Simpson, Executive Chairman. "They have been instrumental in leading transformation

of LTC through our SHOP platform to better capitalize on accelerating both the external and internal growth profiles of the Company. Their

experience and perspective will be invaluable additions to our Board.”

About LTC

LTC is a real

estate investment trust (REIT) focused on seniors housing and health care properties, principally investing through SHOP, as well as triple-net

leases, and joint ventures. The Company’s portfolio includes 180 properties throughout the United States. Based on gross real estate

investments, 77% of the Company’s assets are seniors housing communities with the remainder in skilled nursing centers. Learn

more at www.ltcreit.com.

Forward-Looking Statements

This press

release 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. Examples of forward-looking statements include the Company’s

expectations for expanding its SHOP platform and strengthening its long-term growth opportunities, and other statements regarding the

Company’s future plans, strategies, and prospects. Forward-looking statements involve inherent risks and uncertainties regarding

events, conditions and financial trends that may affect the Company’s 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, operational and legal risks and liabilities under the Company’s

new SHOP segment; the Company’s dependence on the ability of its third-party independent operators to successfully manage and operate

the Company’s SHOP communities; the Company’s dependence on its operators for revenue and cash flow; government regulation

of the health care industry; changes in federal, state, or local laws limiting REIT investments in the health care sector; 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 applicable law or regulations for the

operation of health care facilities; the adequacy of insurance coverage maintained by the Company’s operators; the Company’s

reliance on a few major operators; the Company’s ability to find suitable replacement operators for its SHOP communities; the Company’s

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 collateral securing mortgage loans; an impairment of the Company’s real estate investments; the

relative illiquidity of the Company’s real estate investments; the Company’s ability to develop and complete construction

projects; the Company’s ability to invest cash proceeds for health care properties; a failure to qualify as a REIT; the Company’s

ability to grow if access to capital is limited; and a failure to maintain or increase the Company’s 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 the Company’s Annual Report on Form 10-K for the fiscal

year ended December 31, 2025, the Company’s subsequent Quarterly Reports on Form 10-Q,

and the Company’s publicly available filings with the Securities and Exchange Commission. The Company does 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. Although the Company’s management believes that the assumptions and expectations reflected

in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. The

actual results achieved by the Company may differ materially from any forward-looking statements due to the risks and uncertainties of

such statements.

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