Caretrust SEC Filings

CareTrust REIT (CTRE): Wellington files Amendment No. 4 to Schedule 13G/A reporting beneficial ownership of 10,462,849 shares of common stock. The filing lists shared voting power of 8,835,577 shares and shared dispositive power of 10,462,823 shares, with no sole voting or dispositive power. The reporting persons are Wellington Management Group LLP, Wellington Group Holdings LLP, and Wellington Investment Advisors Holdings LLP.

The securities are held of record by clients of Wellington-affiliated advisers, and the certification states they were acquired and are held in the ordinary course, not to change or influence control. The filing notes that no single client is known to have rights over more than five percent of the class. The reported event date is September 30, 2025.

CareTrust REIT, Inc. (CTRE) reported that it issued a press release announcing financial results for the third quarter ended September 30, 2025, and furnished related materials.

The company provided a press release as Exhibit 99.1 and supplemental financial information as Exhibit 99.2, each incorporated by reference but expressly not deemed “filed” under the Exchange Act. The supplemental package is also available on the company’s investor website.

CareTrust REIT, Inc. (CTRE) reported strong Q3 2025 results. Total revenues were $132.4 million, up from $77.4 million a year ago, driven by higher rental income and contributions from new assets. Net income attributable to the company rose to $74.9 million from $33.4 million, with diluted EPS of $0.35 versus $0.21. Cash and cash equivalents ended at $712.5 million.

Year-to-date expansion was anchored by the May 2025 acquisition of Care REIT plc, accounted for as an asset acquisition with total consideration of $622.9 million, adding a large U.K. Care Homes portfolio. Real estate investments, net increased to $3.27 billion from $2.23 billion at year-end 2024, and the company listed future minimum rental income of $5.12 billion. Capital activity included issuing 23.0 million common shares in the quarter (net $706.4 million added to additional paid-in capital) and a new $500 million senior unsecured term loan. Shares outstanding were 222,746,343 as of September 30, 2025 and 223,300,322 as of November 4, 2025.

FMR LLCCareTrust REIT, Inc. (CTRE). FMR reports 11,514,687.40 shares, representing 5.2% of the common stock, with the event date 09/30/2025.

FMR lists 11,427,795.00 shares with sole voting power and 11,514,687.40 shares with sole dispositive power. Abigail P. Johnson is also a reporting person, with 0 voting power and sole dispositive power over 11,514,687.40 shares.

The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. The filing notes one or more other persons may have rights to dividends or sale proceeds, and no single such interest exceeds five percent of the class.

CareTrust REIT, Inc. (CTRE) expanded its Board to six directors and appointed Gregory K. Stapley, effective January 1, 2026. He is not expected to serve on any Board committee. Director compensation includes an annual cash retainer of $85,000 and an annual restricted stock award valued at $145,000, granted in conjunction with the annual meeting and vesting on the earlier of the first anniversary or the next annual meeting, subject to continued service. For service through the 2026 annual meeting, he will receive prorated cash.

The Board adopted amended and restated bylaws effective October 21, 2025. Key changes require compliance with universal proxy rules, including soliciting 67% of the voting power for director nominations or the nomination may be disregarded. The bylaws also tighten advance notice disclosures and representations, limit nominations to available seats, require in-person appearance to present business, clarify meeting chair authority, align electronic/virtual meeting provisions with Maryland law, and add the office of Chief Investment Officer.

BlackRock, Inc. filed an amended Schedule 13G (Amendment No. 4) disclosing beneficial ownership of 36,787,947 shares of CareTrust REIT, Inc. common stock, representing 16.5% of the class as of 09/30/2025. BlackRock reports sole voting power over 36,002,775 shares and sole dispositive power over 36,787,947 shares, with no shared voting or dispositive power.

BlackRock certifies the securities were acquired and are held in the ordinary course and not to change or influence control. Item 6 notes that iShares Core S&P Small-Cap ETF has an interest in CareTrust REIT common stock of more than five percent of the total outstanding common stock.

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.