[8-K] CareTrust REIT, Inc Reports Material Event

Rhea-AI Filing Summary

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.

Positive

• Underwriting agreement executed with major banks (J.P. Morgan, BofA, RBC) indicating access to capital markets
• Legal opinion and consent from a national law firm (DLA Piper LLP) included as required exhibits

Negative

• None.

Insights

Financial Analyst

TL;DR The company disclosed an underwriting agreement and law firm opinion; material terms of any offering are not provided.

The filing confirms CareTrust has engaged major underwriters to facilitate a securities transaction and obtained customary legal opinion and consent. Without stated offering size, pricing, or proceeds use, investors cannot assess dilution, capital raise magnitude, or near-term financial impact. This disclosure is procedural and signals a forthcoming capital markets action but lacks the details needed for valuation effects.

Corporate Governance Expert

TL;DR Proper disclosures of underwriting agreement and legal opinion are in place, but substantive terms are absent.

The 8-K lists required exhibits: an underwriting agreement and DLA Piper opinion and consent, indicating compliance with disclosure protocols for an offering. The presence of prominent underwriters suggests standard market execution, and the legal opinion addresses customary legal matters. However, governance or shareholder approval implications cannot be evaluated from the exhibit list alone.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 14, 2025

CareTrust REIT, Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-36181	46-3999490
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

905 Calle Amanecer, Suite 300, San Clemente, CA		92673
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (949) 542-3130

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	CTRE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec. 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec. 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act:  ☐

Item 8.01

Other Events

On August 12, 2025, CareTrust REIT, Inc. (the “Company”) and its operating partnership, CTR Partnership, L.P., entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, BofA Securities, Inc. and RBC Capital Markets, LLC, on behalf of themselves and as representatives of the several underwriters named in Schedule I thereto (collectively, the “Underwriters”), pursuant to which the Company agreed to sell, and the Underwriters agreed to purchase, 20,000,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at an initial price to the public of $32.00 per share (the “Purchase Price”). The Company also granted the Underwriters a 30-day option to purchase up to an additional 3,000,000 shares of Common Stock (the “Option Shares” and, together with the Firm Shares, the “Shares”) at the Purchase Price. The Underwriters exercised their option to purchase the Option Shares in full on August 13, 2025.

The Company issued and delivered the Shares on August 14, 2025.

The offering of the Shares was made pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-269998), filed by the Company with the Securities and Exchange Commission (the “SEC”) on February 24, 2023, a base prospectus, dated February 24 2023, included as part of the registration statement, and the final prospectus supplement, dated August 12, 2025, filed by the Company with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on August 13, 2025.

The Company is filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of DLA Piper LLP (US) regarding certain matters of Maryland law, including the validity of the Shares issued and sold in the offering.

The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated August 12, 2025, by and among CareTrust REIT, Inc., CTR Partnership, L.P. and J.P. Morgan Securities LLC, BofA Securities, Inc. and RBC Capital Markets, LLC, on behalf of themselves and as representatives of the several underwriters named in Schedule I thereto.
5.1		Opinion of DLA Piper LLP (US).
23.1		Consent of DLA Piper LLP (US) (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CARETRUST REIT, INC.
	By:	/s/ William M. Wagner
	Name:	William M. Wagner
	Title:	Chief Financial Officer and Treasurer
Date:
August 14, 2025

FAQ

What did CareTrust REIT (CTRE) disclose in this 8-K?

The company disclosed an underwriting agreement with CTR Partnership, L.P. and underwriters led by J.P. Morgan, BofA and RBC, plus a legal opinion and consent from DLA Piper LLP.

Does the filing state the size or price of the offering?

No. The 8-K lists the underwriting agreement as an exhibit but does not provide offering size, price, or terms.

Who are the underwriters named in the filing?

The filing names J.P. Morgan Securities LLC, BofA Securities, Inc. and RBC Capital Markets, LLC as representatives of the underwriters.

Is there a legal opinion included in the filing?

Yes. The filing includes an opinion and consent from DLA Piper LLP (US), and the law firm provided a consent for inclusion.

Can investors determine the financial impact from this 8-K?

No. The document does not disclose offering proceeds, dilution, or use of proceeds, so the financial impact cannot be determined from this filing alone.