CareTrust REIT, Inc. Announces Pricing of Upsized Public Offering of Common Stock

CareTrust REIT, Inc. (NYSE: CTRE) (“CareTrust REIT” or the “Company”) announced the pricing of an underwritten public offering of an aggregate of 12,500,000 shares of its common stock sold on a forward basis in connection with the forward sale agreements described below, for gross proceeds of approximately $509.4 million. The underwriters may also purchase up to an additional 1,875,000 shares of the Company’s common stock within 30 days from the date of the prospectus supplement relating to the offering. The offering was upsized from the previously announced offering size of 10,000,000 shares of common stock, and the offering is expected to close on May 20, 2026, subject to customary closing conditions.

Wells Fargo Securities and J.P. Morgan acted as book-running managers for the offering.

In connection with the offering of shares of its common stock, the Company entered into separate forward sale agreements with each of Wells Fargo Securities, LLC and J.P. Morgan Securities LLC (or their respective affiliates), each referred to in such capacity as forward purchaser, with respect to 12,500,000 shares of the Company’s common stock.

The underwriters have been granted a 30-day option, exercisable in whole or in part from time to time, to purchase up to an additional 1,875,000 shares of the Company’s common stock. If the option to purchase additional shares of the Company’s common stock is exercised, the Company expects to enter into one or more additional forward sale agreements with the forward purchasers in respect of the number of shares of the Company’s common stock that are subject to exercise of the option to purchase additional shares.

In connection with the forward sale agreements and any additional forward sale agreements, the forward purchasers (or their respective affiliates) are expected to borrow from third parties and to sell to the underwriters an aggregate of 12,500,000 shares of our common stock that will be sold in this offering (or an aggregate of 14,375,000 shares of common stock if the underwriters’ option to purchase additional shares of common stock is exercised in full). However, a forward purchaser (or its affiliate) is not required to borrow and sell such shares if, after using commercially reasonable efforts, such forward purchaser (or its affiliate) is unable to borrow such shares, or if borrowing costs exceed a specified threshold or if certain specified conditions have not been satisfied. If a forward purchaser (or its affiliate) does not deliver and sell all of the shares of the Company’s common stock to be sold by it to the underwriters, the Company will issue and sell to the underwriters a number of shares of its common stock equal to the number of shares that such forward purchaser (or its affiliate) did not deliver and sell, and the number of shares underlying the relevant forward sale agreement or such additional forward sale agreement will be decreased by the number of shares that the Company issues and sells.

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