[8-K] LTC Properties, Inc. Reports Material Event

Rhea-AI Filing Summary

Form 4 shows President & CEO Christopher Hufnagel executed routine equity transactions in Wolverine World Wide (WWW) on 31 Jul 2025. He converted 13,154 restricted stock units (code M) into common shares at no cash cost, as RSUs convert 1-for-1. To satisfy tax-withholding obligations he disposed of 5,703 shares (code F) at $22.58 per share. Net of the withholding, Hufnagel added 7,451 shares to his direct holdings.

After the transactions, the CEO directly owns 231,558 common shares and retains 13,155 unvested RSUs from the July 2023 grant that vests in equal thirds through 2026. No derivative securities were sold for cash consideration. The filing indicates continued equity alignment by the CEO rather than an open-market sale, and does not alter control percentages or signal any change in corporate outlook.

Positive

• Net increase of 7,451 shares in CEO’s direct ownership, signalling ongoing alignment with shareholders.
• Majority (≈57%) of vested RSUs retained rather than sold, suggesting confidence in future performance.

Negative

• 5,703 shares disposed to cover withholding taxes, introducing minor selling pressure albeit administrative.

Insights

Securities Analyst

TL;DR: Routine RSU vesting; CEO retains majority of shares, modestly increasing direct stake.

The conversion of 13,154 RSUs and withholding of 5,703 shares for taxes is standard compensation practice. Net share addition of 7,451 reflects modest insider confidence, but dollar value (~$168k) is immaterial to WWW’s $1.8 bn market cap. No open-market buying or selling occurred, so minimal signalling value. I classify the filing as not impactful to valuation or liquidity.

Corporate Governance Expert

TL;DR: Filing shows compliance and continuing equity alignment; no governance red flags.

Hufnagel’s equity grant from 2023 continues to vest per schedule, and he retains over 87% of the released shares. The absence of discretionary sales limits perception of near-term pessimism. Adequate disclosure and power-of-attorney signature meet Section 16 requirements. From a governance standpoint, this is routine, low-risk activity with marginally positive alignment.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20459

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FORM 8-K

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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

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Date of report: August 4, 2025

(Date of earliest event reported)

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LTC PROPERTIES, INC.

(Exact name of Registrant as specified in its charter)

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Maryland	​	1-11314	​	71-0720518
(State or other jurisdiction of	​	(Commission file number)	​	(I.R.S. Employer
incorporation or organization)	​	​	​	Identification No)

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3011 Townsgate Road, Suite 220

Westlake Village, CA 91361

(Address of principal executive offices)

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(805) 981-8655

(Registrant’s telephone number, including area code)

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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):

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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Title of each class	​	Trading symbol(s)	​	Name of each exchange on which registered
Common stock, $.01 par value	​	LTC	​	New York Stock Exchange

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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).

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Emerging growth company  ☐

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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.  ☐

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Item 2.02. — Results of Operations and Financial Condition

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On August 4, 2025, LTC Properties, Inc. announced the operating results for the quarter ended June 30, 2025. The text of the press release and the supplemental information package are furnished herewith as Exhibits 99.1 and 99.2, respectively, and are specifically incorporated by reference herein.

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The information in this Form 8-K and the related information in the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be incorporated by reference into any filing of LTC under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in any such filing.

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Item 9.01. — Financial Statements and Exhibits

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	99.1	Press Release issued August 4, 2025.
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	99.2	LTC Properties, Inc. Supplemental Information Package for the period ending June 30, 2025.
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	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

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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, hereunto duly authorized.

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	LTC PROPERTIES, INC.
Dated: August 4, 2025	By:	/s/ CAROLINE CHIKHALE
		Caroline Chikhale
		Executive Vice President, Chief Financial Officer and Treasurer

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FAQ

How many Wolverine World Wide (WWW) shares did the CEO acquire on 31 July 2025?

He acquired 13,154 shares through RSU conversion and retained a net 7,451 shares after tax withholding.

At what price were shares withheld for taxes in the Form 4?

Shares were withheld at $22.58 per share under transaction code F.

What is Christopher Hufnagel’s total direct ownership after the transaction?

Following the filing, the CEO directly owns 231,558 common shares of WWW.

How many unvested RSUs does the CEO still hold?

He retains 13,155 restricted stock units that will vest in future periods.

Is the Form 4 transaction considered an open-market sale?

No. The sale (code F) was solely to cover taxes; no discretionary open-market sale occurred.