LTC Properties (NYSE: LTC) Co-CEO logs tax withholding and 33,466-share grant

Rhea-AI Filing Summary

LTC Properties Inc Co-President and Co-CEO Pamela Shelley-Kessler reported equity compensation-related transactions in company common stock. On February 19, 2026, 5,089 shares were disposed of in a tax-withholding disposition tied to the vesting of a previously reported restricted stock grant at a reference price of $38.92 per share. On the same date, she acquired a grant/award of 33,466 restricted shares at the same reference price, which will vest in equal installments over three years based on her continued employment at each vesting date. After these transactions, she directly held 220,541 common shares, and an additional 1,000 shares were held indirectly through a spouse IRA.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SHELLEY-KESSLER PAMELA

(Last) (First) (Middle)

3011 TOWNSGATE ROAD

SUITE 220

(Street)

WESTLAKE VILLAGE CA 91361

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LTC PROPERTIES INC [ LTC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CO-PRESIDENT AND CO-CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/19/2026		F(1)		5,089	D	$38.92	187,075	D
Common Stock	02/19/2026		A(2)		33,466	A	$38.92	220,541	D
Common Stock								1,000	I	spouse IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents tax withholding on vesting of previously reported restricted stock grant.

2. Restricted stock grant. Shares vest equally over three years based on the reporting person's continued employment at each vesting date.

	/s/ Pamela Shelley-Kessler	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did LTC (LTC PROPERTIES INC) report for Pamela Shelley-Kessler?

Pamela Shelley-Kessler reported a tax-withholding disposition of 5,089 LTC Properties common shares and a grant of 33,466 restricted shares. Both transactions occurred on February 19, 2026 and relate to equity compensation rather than open-market buying or selling.

Was the LTC insider Form 4 a stock sale or a tax withholding event?

The Form 4 shows a tax-withholding disposition of 5,089 shares, not an open-market sale. These shares were withheld to cover taxes upon vesting of a previously reported restricted stock grant, according to the disclosed footnote.

What equity award did LTC grant to its Co-CEO Pamela Shelley-Kessler?

LTC granted Pamela Shelley-Kessler 33,466 shares of restricted common stock at a reference price of $38.92. The grant vests in three equal annual installments, contingent on her continued employment at each vesting date, aligning compensation with tenure.

How many LTC shares does Pamela Shelley-Kessler hold after the reported transactions?

After the reported Form 4 transactions, Pamela Shelley-Kessler directly holds 220,541 LTC Properties common shares. Additionally, 1,000 shares are held indirectly through a spouse IRA, giving her combined direct and indirect exposure to the company’s stock.

How do the vesting terms work for the new LTC restricted stock grant?

The 33,466-share restricted stock grant vests equally over three years. One-third of the shares vest at each annual vesting date, provided Pamela Shelley-Kessler remains employed by LTC, linking realization of the award to ongoing service.