Caretrust SEC Filings

CareTrust REIT, Inc. reported an 8-K disclosing that it entered into an underwriting agreement for a securities offering with CTR Partnership, L.P. and a syndicate led by J.P. Morgan Securities LLC, BofA Securities, Inc. and RBC Capital Markets, LLC. The filing includes a legal opinion and consent from DLA Piper LLP (US), with the law firm also providing a consent for inclusion. The disclosure is limited to exhibit listings and does not state offering size, pricing, use of proceeds, or other financial terms.

CareTrust REIT is offering 20,000,000 shares of common stock at $32.00 per share, producing gross proceeds of $640.0 million and estimated net proceeds of approximately $614.1 million (or $706.2 million if the underwriters exercise their 3,000,000‑share option). The company will contribute the net proceeds to its Operating Partnership to fund new investments and to repay borrowings on its Revolving Credit Facility, which had roughly $65.0 million outstanding as of August 12, 2025. As of June 30, 2025, CareTrust owned or leased 400 healthcare properties representing 36,162 operational beds and units across 32 states and the U.K., and reported other real estate related investments with a carrying value of $840.9 million and a financing receivable of $97.3 million. The offering carries an underwriting discount of $1.28 per share ($25.6 million) and discloses that underwriter affiliates are lenders under company credit facilities and may receive a portion of the proceeds. Investors are referred to the incorporated SEC reports and the prospectus risk factors for additional detail.

CareTrust REIT is offering 15,500,000 shares of common stock, with an underwriter option for an additional 2,325,000 shares. The company intends to contribute net proceeds to its operating partnership to fund new investments and to repay borrowings on its revolving credit facility, approximately $65.0 million outstanding as of August 12, 2025. The prospectus notes a last reported NYSE sale price of $32.87 per share on August 11, 2025. As of June 30, 2025, CareTrust owned or had interests in 400 healthcare-related facilities with 36,162 operational beds and units across 32 states and the U.K., and reported other real-estate-related investments with a carrying value of $840.9 million and a financing receivable carrying value of $97.3 million. The offering would increase shares outstanding from 200,300,322 to 215,800,322 (or 218,125,322 if the option is fully exercised), and the charter includes ownership limits (generally 9.8%) and other transfer restrictions intended to preserve REIT status. The prospectus reiterates risk factors, use-of-proceeds details, underwriter arrangements and international and tax considerations incorporated by reference.