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CareTrust REIT, Inc. Announces Launch of Public Offering of Common Stock

CTRE
  • CareTrust REIT announced an underwritten public offering of 10,000,000 shares of common stock subject to market conditions.
  • Wells Fargo Securities & J.P. Morgan are acting as book-running managers for the offering.
  • The Company expects to enter into forward sale agreements with Wells Fargo Securities & J.P. Morgan as forward purchasers.
  • Underwriters have a 30-day option to purchase up to an additional 1,500,000 shares, potentially increasing the total offering to 11,500,000 shares.
  • Forward purchasers plan to borrow shares from third parties to sell to underwriters, though this is not required if borrowing costs exceed thresholds or conditions are unmet.
  • If forward purchasers fail to deliver shares, CareTrust REIT will issue & sell the shortfall directly to underwriters.
  • The Company intends to physically settle the forward sale agreements within approximately one year from the prospectus supplement date.
  • CareTrust REIT will not receive initial proceeds from the forward purchasers' sales; net proceeds will be received upon settlement.
  • Net proceeds will be contributed to CTR Partnership, L.P. for general corporate purposes, including acquisitions, investments, or debt repayment.
  • An automatic shelf registration statement on Form S-3 became effective on February 17, 2026, with a preliminary prospectus supplement filed with the SEC.
  • Copies of the prospectus supplement & accompanying prospectus are available via Wells Fargo Securities, J.P. Morgan Securities, or the SEC website.