LTC Properties Elects Shelley-Kessler, Malin to Board
Both newly elected directors remain Co-Presidents and Co-CEOs, with no compensation changes tied to their board elections.
Rhea-AI Filing Summary
LTC Properties, Inc. expanded its board from six to eight members on September 22, 2026, electing Co-Presidents and Co-CEOs Pamela J. Shelley-Kessler and Clint B. Malin as directors. Both executives have served as Co-Presidents since May 2020 and Co-CEOs since December 2024, and will continue in those roles. Their director terms run until the next annual meeting and until successors are duly elected and qualified, or their earlier death, resignation or removal.
Neither was appointed to a board committee, and the company said their compensation arrangements are unchanged as a result of the elections. LTC's portfolio includes 180 properties; based on gross real estate investments, 77% of its assets are seniors housing communities, with the remainder in skilled nursing centers. The company said five of the eight directors are independent.
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triple-net leases financial
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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 | ||
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.