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

  • CareTrust REIT announced the pricing of an underwritten public offering of 12,500,000 shares of common stock for gross proceeds of approximately $509.4 million.
  • The offering was upsized from a previously announced 10,000,000 shares & is expected to close on May 20, 2026.
  • Underwriters may purchase up to an additional 1,875,000 shares within 30 days of the prospectus supplement.
  • Wells Fargo Securities & J.P. Morgan acted as book-running managers for the offering.
  • The Company entered into forward sale agreements with Wells Fargo Securities & J.P. Morgan Securities LLC regarding 12,500,000 shares.
  • Forward purchasers may borrow & sell shares to underwriters, but are not required to do so if borrowing costs exceed thresholds or specific conditions are not met.
  • If forward purchasers fail to deliver shares, the Company will issue & sell an equivalent number of shares directly to the underwriters.
  • The Company intends to physically settle the forward sale agreements within approximately one year & will not initially receive proceeds from forward purchaser sales.
  • Net proceeds from the settlement will be contributed to CTR Partnership, L.P. for general corporate purposes such as 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.