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

CTRE
  • CareTrust REIT, Inc. priced an underwritten public offering of 17,000,000 shares of common stock for gross proceeds of approximately $637.5 million.
  • Underwriters may purchase up to an additional 2,550,000 shares within 30 days of the prospectus supplement.
  • The offering is expected to close on November 13, 2026, subject to customary conditions.
  • BofA Securities, Morgan Stanley, J.P. Morgan, and Wells Fargo Securities served as book-running managers.
  • The company entered into forward sale agreements with Bank of America, N.A. and Morgan Stanley for 17,000,000 shares.
  • Forward purchasers are expected to borrow shares from third parties to sell to underwriters, with a fallback provision requiring the company to issue shares directly if borrowing fails.
  • The company intends to physically settle the forward sale agreements within approximately one year.
  • CareTrust REIT will not receive initial proceeds from forward purchasers but plans to contribute net proceeds from settlement to its operating subsidiary, CTR Partnership, L.P.
  • Proceeds will be used for general corporate purposes, including future acquisitions, investments, or debt repayment.
  • An automatic shelf registration statement on Form S-3 became effective with the SEC on February 17, 2026.