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CareTrust REIT (NYSE: CTRE) sets terms on stock and forward sale offering

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CareTrust REIT, Inc. entered into an underwriting and forward sale structure for its common stock with Wells Fargo and J.P. Morgan affiliates. The arrangements cover 12,500,000 firm shares and an additional 1,875,000 optional shares of common stock sold at $40.225 per share to the underwriters.

On May 20, 2026, the underwriters exercised the full option, and CareTrust entered additional forward sale agreements for the optional shares. On May 21, 2026, the forward sellers borrowed and sold 1,875,000 optional shares into the offering. Related forward sale agreements and a Maryland law opinion were filed as exhibits.

Positive

  • None.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Firm Shares offered 12,500,000 shares Common stock in firm portion of offering
Optional Shares 1,875,000 shares Additional shares subject to underwriters’ option
Offering price to underwriters $40.225 per share Price for firm and optional shares of common stock
Date option exercised May 20, 2026 Underwriters elected to exercise option in full
Date optional shares sold May 21, 2026 Forward sellers borrowed and sold 1,875,000 optional shares
underwriting agreement financial
"entered into an underwriting agreement with each of Wells Fargo Securities, LLC and J.P. Morgan Securities LLC"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
Forward Sellers financial
"the Underwriters named in Schedule I thereto (collectively, the “Underwriters”) and as the forward sellers (together, in such capacity, the “Forward Sellers”)"
Forward sellers are individuals or entities that agree to sell an asset at a predetermined price on a future date. This arrangement allows them to lock in a price now, regardless of how market values change later. For investors, forward sellers can help manage risk or plan for future needs, but they also face the possibility of missing out on potential price increases.
Forward Purchasers financial
"Wells Fargo Bank, National Association and JPMorgan Chase Bank, National Association, as the forward purchasers (together, in such capacity, the “Forward Purchasers”)"
Forward purchasers are investors or firms who agree ahead of time to buy a specific number of securities or assets at a set price on a future date, similar to placing a pre-order for a product that will ship later. They matter to investors because these commitments provide predictable demand and funding for the issuer, but they can also affect share supply and pricing when the agreed sales are fulfilled, influencing market value and dilution risk.
Additional Forward Sale Agreements financial
"the Company entered into separate additional forward sale agreements (the “Additional Forward Sale Agreements”)"
Optional Shares financial
"with respect to the Optional Shares. In connection with the Additional Forward Sale Agreements"
opinion of DLA Piper LLP (US) regulatory
"an opinion of DLA Piper LLP (US) regarding certain matters of Maryland law"
Understanding 8-K Material Events →
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): May 20, 2026

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.)

24901 Dana Point Harbor Dr, Suite A200,
Dana Point, CA,
  
92629
(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

As previously disclosed, on May 18, 2026, CareTrust REIT, Inc. (the “Company”) and its operating partnership, CTR Partnership, L.P., entered into an underwriting agreement with each of Wells Fargo Securities, LLC and J.P. Morgan Securities LLC on behalf of themselves and as representatives of the underwriters named in Schedule I thereto (collectively, the “Underwriters”) and as the forward sellers (together, in such capacity, the “Forward Sellers”) and each of Wells Fargo Bank, National Association and JPMorgan Chase Bank, National Association, as the forward purchasers (together, in such capacity, the “Forward Purchasers”), relating to (i) the offer and sale of 12,500,000 shares (the “Firm Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”), and (ii) the sale of up to an additional 1,875,000 shares of Common Stock (the “Option” and such shares, the “Optional Shares”), at a price to the Underwriters of $40.225 per share (the “Offering”). The closing of the Option Offering occurred on May 21, 2026.

On May 20, 2026, the Underwriters notified the Company that they had elected to exercise the Option in full.  In connection with the exercise of the Option, on May 20, 2026, the Company entered into separate additional forward sale agreements (the “Additional Forward Sale Agreements”) with each of Wells Fargo Bank, National Association and JPMorgan Chase Bank, National Association (or their respective affiliates), with respect to the Optional Shares. In connection with the Additional Forward Sale Agreements, the Forward Purchasers (or their respective affiliates) are expected to borrow from third parties and to sell to the Underwriters the Optional Shares that will be sold in the Offering. Pursuant to the terms of the Additional Forward Sale Agreements, on May 21, 2026, the Forward Sellers borrowed and sold an aggregate of 1,875,000 shares of Common Stock.

The foregoing description of the Additional Forward Sale Agreements does not purport to be complete and is qualified in its entirety by the full text of the Additional Forward Sale Agreements, which are filed as Exhibits 1.1, and 1.2 and are incorporated by reference herein.

The Company is also 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 Optional Shares issued and sold in the Offering.

Item 9.01
Financial Statements and Exhibits

(d) Exhibits.

Exhibit
No.
  
Description
1.1
  
Forward Sale Agreement, dated May 20, 2026, by and among CareTrust REIT, Inc. and Wells Fargo Bank, National Association.
1.2
  
Forward Sale Agreement, dated May 20, 2026, by and among CareTrust REIT, Inc. and JPMorgan Chase Bank, National Association.
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/ Derek J. Bunker
  
 
Name:
Derek J. Bunker
 
Title:
Chief Financial Officer and Treasurer
     
Date: May 21, 2026
    


Source: View Original Filing on SEC EDGAR

FAQ

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

CareTrust REIT disclosed an equity offering structured with forward sale agreements, involving 12,500,000 firm shares and 1,875,000 optional shares of common stock sold to underwriters at $40.225 per share.

How many optional shares were involved in CareTrust REIT’s forward sale agreements?

The forward sale structure included 1,875,000 optional shares of CareTrust REIT common stock. These optional shares were subject to an underwriters’ option that was later exercised in full and sold through the offering.

What price was set for CareTrust REIT’s common stock in the offering?

The common stock in the offering was priced to the underwriters at $40.225 per share. This price applied to both the 12,500,000 firm shares and the additional 1,875,000 optional shares sold in the transaction.

Did the underwriters exercise their option in the CareTrust REIT stock offering?

Yes. On May 20, 2026, the underwriters notified CareTrust REIT that they had elected to exercise their option in full, covering 1,875,000 optional shares of common stock tied to additional forward sale agreements.

Which financial institutions were involved in CareTrust REIT’s forward sale agreements?

The forward sale agreements involved Wells Fargo Bank, National Association, and JPMorgan Chase Bank, National Association, or their affiliates, acting as forward purchasers and forward sellers in connection with the equity offering.

Filing Exhibits & Attachments

6 documents

Other Documents