Caretrust SEC Filings

CareTrust REIT, Inc. entered into a new equity distribution agreement establishing a February 2026 at-the-market equity offering program for up to $1,000,000,000 of common stock. Shares may be sold from time to time through multiple sales agents or via forward sale arrangements with designated forward purchasers.

The company plans to contribute net cash it ultimately receives from share sales and forward settlements to its operating partnership for general corporate purposes, including potential acquisitions, debt repayment and working capital. A prior at-the-market program was terminated with less than $10.0 million of capacity unused, while $367.0 million of existing forward sale obligations remain outstanding.

CareTrust REIT, Inc. is registering up to $1,000,000,000 of common stock for issuance and sale through an at-the-market equity program under a Distribution Agreement dated February 17, 2026. The program permits sales through designated Sales Agents and forward sale arrangements with affiliated Forward Purchasers and Forward Sellers.

The prospectus supplement states net proceeds from shares sold through Sales Agents (and proceeds received upon settlement of forward sale agreements) will be contributed to the Operating Partnership for general corporate purposes, including potential acquisitions and debt repayment. The charter contains ownership limits that generally cap any stockholder at 9.8% by value or shares to assist REIT qualification.

CareTrust REIT, Inc. filed a Form S-3 automatic shelf registration on February 17, 2026 to replace its expiring registration statement. The prospectus registers a shelf for common stock, preferred stock, warrants, rights, units, debt securities and guarantees, and contemplates sales from time to time.

Effectiveness of this registration statement will be deemed to terminate the previously filed Form S-3 (File No. 333-269998) pursuant to Rule 415(a)(6); specific terms and any selling securityholders will be described in prospectus supplements accompanying future offerings.

CareTrust REIT delivered a sharply stronger 2025, with net income attributable to the company of $320.5 million, or $1.57 per diluted share, up 96% from the prior year. Normalized FFO reached $359.7 million, or $1.76 per share, a 17% increase, while Normalized FAD was $360.0 million, or $1.76 per share, up 14%.

In the fourth quarter, net income was $111.3 million, or $0.50 per share, up 72% year over year, with Normalized FFO per share up 18% to $0.47. The company closed $1.8 billion of 2025 investment activity at a blended stabilized yield of 8.6% and raised $1.1 billion of gross equity proceeds, plus $242.5 million of unsettled forward equity at year-end.

Leverage remains low, with Net Debt to Annualized Normalized Run Rate EBITDA at 0.7x and no borrowings on the $1.2 billion revolver. For 2026, CareTrust guides to net income of $1.45–$1.50 per share and Normalized FFO and FAD of $1.90–$1.95 per share, with midpoints implying about 9.4% growth over 2025. The quarterly dividend was maintained at $0.335 per share, a payout of roughly low‑70% of Normalized FFO and FAD.

CareTrust REIT, Inc. files its annual report describing a larger, more diversified healthcare real estate platform driven by a major U.K. acquisition and strong investment activity. The company focuses on skilled nursing, senior housing and related lending.

As of December 31, 2025, CareTrust owned or controlled 410 properties with 37,898 beds and units across 32 U.S. states and the U.K., plus mortgage, mezzanine and preferred equity investments totaling $880.96 million. A new senior housing operating (SHOP) platform using a RIDEA structure gives it direct exposure to property-level results.

In 2025, CareTrust completed the approximately $595.4 million acquisition of Care REIT plc and assumed about $290.9 million of its liabilities, adding 131 U.K. care homes and related operations. Total 2025 property revenue was $369.4 million, up from $228.3 million in 2024, with 74% from skilled nursing triple-net leases and 25% from senior housing triple-net properties.

Wellington Management Group LLP and related entities have disclosed a significant stake in CareTrust REIT, Inc. They report beneficial ownership of 12,355,982 shares of CareTrust common stock, representing 5.53% of the outstanding class as of the event date.

The Wellington entities report no sole voting or dispositive power, instead sharing voting power over 10,426,884 shares and shared dispositive power over 12,355,956 shares. The shares are held of record by investment advisory clients of Wellington-affiliated advisers, which have rights to dividends and sale proceeds, with no single client holding more than five percent of the class.

CareTrust REIT, Inc. insider tax withholding transaction

CareTrust REIT, Inc.'s Chief Accounting Officer, Lauren Beale, reported a Form 4 transaction involving company common stock. On 01/31/2026, 12,208 shares of common stock were disposed of at $37.34 per share, classified under transaction code "F," which indicates shares withheld to cover tax obligations. According to the footnote, these shares were retained by the issuer to satisfy tax withholding when previously granted restricted stock vested. Following this withholding event, Beale beneficially owned 70,006 shares of CareTrust REIT common stock directly.

CareTrust REIT, Inc.58,379 shares of common stockJanuary 31, 2026200.00% of target46,267 shares$37.34117,750 shares

CareTrust REIT’s President and CEO David M. Sedgwick reported equity compensation activity involving the company’s common stock. On January 31, 2026, he acquired 99,240 shares at $0 due to the vesting of relative total stockholder return-based stock units granted on December 31, 2022.

This vesting reflects a 200.00% of target payout, including 12,899 shares tied to dividend equivalent payments. On the same date, 114,274 shares were withheld by CareTrust REIT at $37.34 per share to cover Sedgwick’s tax obligations from this and prior restricted stock vesting, leaving him with 431,109 shares of common stock held directly.