0001590717false00015907172026-09-302026-09-30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 30, 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
Not Applicable
(Former name or former address, if changed since last report.) 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:
☐ 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 2.01. Completion of Acquisition or Disposition of Assets.
On October 1, 2026, CareTrust REIT, Inc. (the “Company”), through its subsidiary, CareTrust UK Limited, a company registered in England and Wales (the “Purchaser”), completed the acquisition of the entire issued share capital of care home property companies holding an aggregate of 23 completed care homes and one additional care home remaining subject to regulatory approval anticipated in October 2026 (each, a “Completed Property” and collectively, the “Completed Properties”), from LNT Care Developments Holdings Limited, a company registered in England and Wales (“LNT”), pursuant to that certain Share Purchase Deed, dated as of September 30, 2026 (the “Purchase Agreement”), by and between the Purchaser, LNT, acting for and on behalf of certain wholly owned subsidiaries of LNT as sellers, and CTR Partnership, L.P., a Delaware limited partnership (“Operating Partnership”). Upon the exercise of put and call options contemplated in the Purchase Agreement, the Purchaser also intends to acquire the entire issued share capital of care home property companies holding up to an additional 21 care homes (each, an “In-Development Property” and collectively, the “In-Development Properties” and, together with the Completed Properties, the “Acquired Properties”). The In-Development Properties are currently under development, and the Purchaser intends to acquire each In-Development Property upon completion of development and receipt of regulatory approvals, anticipated to occur on a rolling basis through December 31, 2027.
The purchase price for each of the Acquired Properties is £24,000,000, for an initial aggregate purchase price of approximately £576 million (or approximately $764 million) for the 24 Completed Properties and approximately £504 million (or approximately $669 million) for the In-Development Properties, exclusive of transaction costs.
The Acquired Properties are, or will be upon each applicable closing, leased to subsidiaries of Crystal Care Homes Holdco Limited, a company incorporated under the laws of England and Wales (“Crystal Care Holdco”), LNT’s care home operating portfolio company, under triple-net leases that provide for fixed annual escalators and renewal options. Crystal Care Holdco’s payment obligations under such leases are, or will be upon each applicable closing, guaranteed by LNT.
Following an initial lease-up phase for each of the Acquired Properties and subject to the exercise of put or call options exercisable by Crystal Care Holdco and the Operating Partnership, respectively, the Operating Partnership or its affiliate expects to acquire the entire issued share capital of the operating companies holding the care home businesses for each of the Acquired Properties (each, an “Opco” and, collectively, the “Opcos”) and, pursuant to care services agreements to be entered into between Crystal Care Homes (2) Limited, a company incorporated under the laws of England and Wales (or a wholly-owned subsidiary thereof), and each such Opco, transition the homes to a structure permitted under the REIT Investment Diversification and Empowerment Act (such transition, the “SHOP Transition”). The purchase price for the entire issued share capital of each Opco will be a specified multiple of such Opco’s implied annualized mature EBITDA, subject to certain adjustments. In addition, in connection with the foregoing transactions, the shareholders of LNT have granted the Operating Partnership an option exercisable through September 2027 to acquire the entire issued share capital of LNT.
The foregoing description of the Purchase Agreement and purchase of the Acquired Properties is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On October 2, 2026, the Company issued a press release announcing the transactions reported in Item 2.01 of this Current Report on Form 8-K (collectively, the “LNT Transaction”). A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In connection with the announcement of the LNT Transaction, the Company has published an investor presentation and brief management remarks, which are available under the “Events & Presentations” tab in the “Investors” section of the Company's website at www.CareTrustREIT.com. A copy of the investor presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The Company has also published a series of eleven videos announcing and describing the LNT Transaction, which are available on the Company’s YouTube page at www.youtube.com/@caretrustreit in the “Playlists” tab under the playlist entitled “LNT.”
Exhibits 99.1 and 99.2 and the management remarks and videos referenced above shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
| | |
| Exhibits | | Description |
| |
2.1 | | Share Purchase Deed, dated as of September 30, 2026, by and between LNT Care Developments Holdings Limited, CareTrust UK Limited and CTR Partnership, L.P. |
| |
99.1 | | Press Release of the Company dated October 2, 2026 |
| | |
99.2 | | Investor Presentation |
| | |
| 104 | | Cover Page Interactive Data File (embedded within the inline XBRL document) |
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding the Company’s intent, belief or expectations, including, but not limited to, statements regarding: the timing and completion of the Acquired Properties; receipt of regulatory approvals; lease arrangements for the Acquired Properties; and the SHOP Transition and entry into related operating agreements.
Words such as “anticipate,” “believe,” “could,” “expect,” “estimate,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “will,” “would,” and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements. The Company’s forward-looking statements are based on management’s current expectations and beliefs, and are subject to a number of risks and uncertainties that could lead to actual results differing materially from those projected, forecasted or expected. Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, the Company can give no assurance that its expectations will be attained. Factors which could cause actual results to differ materially from the Company’s expectations in the forward-looking statements include, but are not limited to: (i) the risk that the In-Development Properties are not completed on the expected timeline or at all, and that practical completion, regulatory registration and other closing conditions are delayed or not satisfied; (ii) the performance of the Opcos during lease-up and the risk that stabilization and the anticipated net operating income yields and accretion are not achieved; (iii) the risk that the put and call rights with respect to the Opcos are not exercised, or that the anticipated SHOP Transition does not occur on the expected timeline or at all; (iv) risks that the intended benefits of the LNT Transaction may not be realized; (v) changes in the United Kingdom regulatory, reimbursement, labor and tax environment; and (vi) the additional factors included under Item 1A “Risk Factors” in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the SEC.
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.
| | | | | | | | | | | |
| | | |
| Date: October 2, 2026 | | CARETRUST REIT, INC. |
| | | |
| | By: | /s/ Derek J. Bunker
|
| | | Derek J. Bunker |
| | | Chief Financial Officer and Treasurer |
CareTrust Announces Strategic SHOP Pipeline Agreement with LNT Care Developments to Acquire 45 New UK Care Homes for £1.1 Billion
Dana Point, California--(BUSINESS WIRE)--October 2, 2026--CareTrust REIT, Inc. (NYSE:CTRE) (“CareTrust” or the “Company”) announced today that it has entered into a definitive agreement with LNT Care Developments Holdings Limited (“LNT”), a prolific United Kingdom-based care home developer and operator, to acquire 45 new care homes for approximately £1.1 billion in a strategic transaction for the Company that secures a pathway to building a significant senior housing operating portfolio (“SHOP”) platform across the UK.
The transaction is structured with staggered closings, the first of which occurred on October 1, 2026, and comprised 24 homes, all constructed within the past two years, for approximately £576 million (or approximately $764 million)1 exclusive of transaction costs.2 The investment was funded using a combination of proceeds from the settlement of outstanding forward equity agreements and a draw on the Company’s revolving credit facility. The remaining 21 homes are currently under development, which CareTrust will acquire for approximately £504 million upon completion and receipt of regulatory approvals anticipated to occur on a rolling basis throughout 2027.
Overview of Transaction Structure
•All homes are, or will be upon closing, leased to subsidiaries of Crystal Care, LNT’s care home operating portfolio company, under triple-net leases that provide for fixed annual escalators and renewal options (the “Lease-up Phase”).
•The transaction was structured to provide CareTrust consistent, guaranteed rental income from a high-quality operator in the initial years following development, a phase that otherwise would be dilutive to earnings as home operations ramp. Following the Lease-up Phase, both CareTrust and LNT intend to transfer all 45 homes to a RIDEA structure with Crystal Care, ensuring a smooth transition to CareTrust’s senior housing operating portfolio (the “SHOP Phase”).
•The SHOP Phase is expected to begin between years two and four following each home’s completion with the first transition anticipated to occur by the fourth quarter of 2027. The transaction is expected to be accretive to normalized funds from operations per share during the Lease-up Phase, inclusive of straight-line rent adjustments, and to generate an all-in yield in the mid- to high-7% range on a pre-tax basis in year one of the SHOP Phase.
“The chance to build a close relationship with LNT—one of the most productive and proven care home developers in the United Kingdom—while doing it in a way that is accretive rather than dilutive as the homes lease up, and with a defined path into a SHOP structure upon stabilization, is what makes this check all the boxes for us,” said James Callister, CareTrust’s Chief Investment Officer. “These are brand new, purpose-built, private pay homes serving a market with a genuine shortage of modern care beds. We have structured it so that we are paid to be patient while the homes fill, and when we move to acquire the operating companies we underwrite all-in stabilized yields in the mid- to high-7% range with room to grow as they are positioned for success for decades to come.” Mr. Callister added, “This also materially improves the age, quality and configuration of our overall UK care home portfolio.”
1Based on the British Pound Sterling to U.S. Dollar exchange rate of 1.327 on September 28, 2026.
2 Includes one completed and operating home, the closing of which remains subject to receipt of regulatory approval anticipated in October 2026.
About LNT Care Developments
LNT was founded by Lawrence Tomlinson. He has built more than 250 care homes over the course of his career, and LNT today delivers at a pace approaching 30 homes per year, a rate no other developer in the market sustains.
LNT is engineered and built to address the critical care home supply gap in the UK. Their model rests on meticulous vertical integration of the entire development and operating processes. At the center is a standardized home design, refined over hundreds of buildings that LNT both developed and operated. The result of these efforts is a well-oiled machine that moves from site identification through planning, permitting, ground works, development, CQC registration and lease-up in a fraction of the time others may require—producing modern, all-private care homes with 100% en-suite wet rooms and market-leading ESG scores at a cost basis the broader market has been unable to match.
“I designed and built my first care home in 1991, and this business has been close to home for me ever since,” said Mr. Tomlinson. “CareTrust describes itself as 'for operators, by operators,' and that is how we have always run. This transaction was never simply about raising capital. We were keen to carefully choose a strategic partner who could help us deliver on our vision of hundreds of desperately needed new care homes across the United Kingdom, and CareTrust was plainly the best fit for that endeavor. I am delighted to have this one done, and we intend to keep finding ways to work together to meet the growing need in the UK for new, safe, well-run homes for residents and their families.”
“This relationship combines two of our growth engines into one: UK Care Homes and SHOP,” said Dave Sedgwick, CareTrust’s Chief Executive Officer. Mr. Sedgwick continued, “LNT is one of one. Their vertical integration, standardization, and obsession with detail has allowed them to open more care homes over the past couple of years than the next two developers combined. They are a special organization singularly positioned to serve the critical need for affordable purpose-built care homes in the UK. We’re thrilled to complete this initial transaction and, with aligned missions and values, we hope to support the LNT team further as they seek to develop hundreds more homes over the next decade and beyond.”
As part of the transaction, LNT has granted CareTrust an option to acquire the LNT platform in its entirety in the future, and the parties continue to explore ways to work together in various structures.
The Company has published on its investor website a presentation and brief management remarks providing additional details about the LNT transaction.
J.P. Morgan served as financial advisor to CareTrust, and Jones Day acted as legal advisor to CareTrust. Lazard served as financial advisor to LNT; Slaughter and May and Freeths served as legal advisors to LNT.
Other Business Updates
In addition to the LNT transaction, CareTrust announced that it has closed on approximately $488 million of other investments since its second quarter 2026 earnings report, including the acquisition of three UK care homes for approximately $34 million, all of which are triple-net leased to a mix of new and existing operators, and $55 million of preferred equity and debt investments secured by skilled nursing portfolios. That activity follows the Company’s previously announced acquisition of a portfolio of 20 skilled nursing facilities in the southwest for approximately $380 million, representing CareTrust’s share of the investment. The blended, stabilized yield of these investments, exclusive of the LNT transaction, is 8.8%.
Mr. Sedgwick added, “The LNT transaction and the other investments we have closed bring CareTrust’s investment total in the third quarter and since to approximately $1.6 billion and its year-to-date investment total to a record $2.7 billion across all three of our growth engines.”
Noting that the Company’s investment pipeline of near-term, actionable opportunities today stands at approximately $525 million, not including the remaining 21 LNT care homes under contract, Mr. Sedgwick added, “We could not
be more pleased with how 2026 is finishing, and the LNT relationship is a big part of why we are just as excited about 2027. The flywheel keeps accelerating, and the runway in front of us is as long as it’s ever been.”
Revised Full Year 2026 Guidance
The Company is increasing its full year 2026 guidance and now projects net income attributable to CareTrust of approximately $1.54 to $1.57 per share, Normalized FFO of approximately $2.06 to $2.09 per share, and Normalized FAD of approximately $2.02 to $2.05 per share. A reconciliation of the Company’s updated full year 2026 guidance to projected net income attributable to CareTrust, together with select assumptions on which the guidance is based, is set forth below.
These guidance ranges reflect management’s view of current and future market conditions, and actual results may differ materially. Except as required by law, the Company disclaims any obligation to update these ranges for new information or future developments.
“We could not be more excited about the LNT transaction, the rest of the investment activity closed this quarter and more to come,” said Derek Bunker, CareTrust’s Chief Financial Officer. “We have deliberately run below our target leverage, which has provided more than enough capacity to step into a strategic opportunity of this size without straining our capital position, while preserving the flexibility to keep all three of our growth engines firing going forward.”
About CareTrustTM
CareTrust REIT, Inc. is a self-administered, publicly-traded real estate investment trust engaged in the ownership, acquisition, development and leasing of skilled nursing, senior housing and other healthcare-related properties. With a portfolio of long-term net-leased properties spanning the United States and United Kingdom, and a growing portfolio of quality operators leasing them, CareTrust is pursuing both external and organic growth opportunities across the US and internationally. More information about CareTrust is available at www.caretrustreit.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding the Company’s intent, belief or expectations, including, but not limited to, statements regarding the following: access to capital; investment activity; growth prospects; and operating and financial performance, including our fiscal year 2026 guidance and the assumptions set forth therein. Forward-looking statements also include, but are not limited to, statements regarding the expected timing and completion of the acquisition of the homes currently under development, the satisfaction of conditions to those acquisitions including practical completion and regulatory registration, the anticipated exercise of put and call rights with respect to the operating companies and the timing thereof, the anticipated conversion of the homes to a RIDEA structure, the Company’s expectations regarding stabilization, rental revenue, net operating income yields and accretion to normalized funds from operations, projected yields and returns on the LNT Care Developments (“LNT”) transaction, SHOP conversion economics, anticipated benefits of our strategic relationship with LNT, the size and composition of the Company’s investment pipeline, and the Company’s sources of financing.
Words such as “anticipate,” “believe,” “could,” “expect,” “estimate,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “will,” “would,” and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements. The Company’s forward-looking statements are based on management’s current expectations and beliefs, and are subject to a number of risks and uncertainties that could lead to actual results differing materially from those projected, forecasted or expected. Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, the Company can give no assurance that its expectations will be attained. Factors which could have a material adverse effect on the Company’s operations and future prospects or which could cause actual results to differ materially from our expectations include, but are not limited to: (i) the ability of our tenants, managers, and borrowers to successfully operate our properties and to meet and/or perform their obligations under the agreements we have entered into with them, including without limitation, their respective obligations to indemnify, defend and hold us harmless from and against various claims, litigation
and liabilities; (ii) the impact of unstable market and economic conditions; (iii) the impact of healthcare reform legislation, including reimbursement rates and potential minimum staffing level requirements, on the operating results and financial conditions of our tenants, managers, and borrowers; (iv) the consequences of bankruptcy, insolvency or financial deterioration of our tenants, managers and borrowers; (v) the ability and willingness of our tenants, managers and borrowers to renew their agreements with us, and our ability to reposition our properties on the same or better terms in the event of nonrenewal or in the event we replace an existing tenant or manager; (vi) the risk that we may have to incur impairment charges related to any asset sales if we are unable to sell such assets at the prices we expect; (vii) the impact of public health crises; (viii) the availability of and the ability to identify (a) tenants and managers who meet our credit and operating standards, and (b) suitable acquisition opportunities and the ability to acquire and lease the respective properties to such tenants and managers on favorable terms; (ix) the intended benefits of our acquisition of Care REIT plc (“Care REIT”) and of the transaction with LNT may not be realized, and the additional risks we will be subject to from our investment in Care REIT, the LNT transaction and any other international investments; (x) the additional operational and legal risks associated with our properties managed in a RIDEA structure; (xi) the impact of the unfavorable resolution of litigation or disputes and rising liability and insurance costs as a result thereof or other market factors; (xii) the ability to retain our key management personnel; (xiii) the ability to maintain our status as a real estate investment trust (“REIT”); (xiv) changes in the U.S. and U.K. tax law and other state, federal or local laws, whether or not specific to REITs; (xv) the ability to generate sufficient cash flows to service our outstanding indebtedness; (xvi) access to debt and equity capital markets; (xvii) fluctuating interest and currency rates, including fluctuations in the exchange rate between the pound sterling and the U.S. dollar; (xviii) risks and challenges related to our use of, or inability to use, artificial intelligence; (xix) the risk that the homes currently under development are not completed on the expected timeline or at all, and that practical completion, regulatory registration and other closing conditions are delayed or not satisfied; (xx) the performance of the tenant operating companies during lease-up and the risk that stabilization and the anticipated net operating income yields and accretion are not achieved; (xxi) the risk that the put and call rights with respect to the operating companies are not exercised, or that the anticipated conversion of the homes to a RIDEA structure does not occur on the expected timeline or at all; (xxii) changes in the United Kingdom regulatory, reimbursement, labor and tax environment; and (xxiii) any additional factors included under Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission.
This press release and the accompanying investor presentation provide information about the Company as of the date hereof, unless specifically stated otherwise. The Company expressly disclaims any obligation to update or revise any information in this press release or the accompanying investor presentation, including forward-looking statements, whether to reflect any change in the Company’s expectations, any change in events, conditions or circumstances, or otherwise.
IR Contact
CareTrust REIT, Inc.
(949) 542-3130
ir@caretrustreit.com
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| CARETRUST REIT, INC. |
| RECONCILIATIONS OF NET INCOME TO NON-GAAP FINANCIAL MEASURES |
| Revised Full Year 2026 Guidance |
| (Unaudited) |
| | | | | | | | |
| | | | | | | | |
| | |
| | Total (in millions) | | Per Share |
| | Low | | High | | Low | | High |
| Net income attributable to CareTrust REIT, Inc. | | $ | 369 | | | $ | 377 | | | $ | 1.54 | | | $ | 1.57 | |
| Real estate related depreciation and amortization, net of NCI | | 120 | | | 120 | | 0.50 | | | 0.50 | |
| Funds from Operations (FFO) | | 489 | | | 497 | | | 2.04 | | | 2.07 | |
Normalizing items[1] | | 4 | | | 4 | | | 0.02 | | | 0.02 | |
| Normalized FFO | | $ | 493 | | | $ | 501 | | | $ | 2.06 | | | $ | 2.09 | |
| | | | | | | | |
| Net income attributable to CareTrust REIT, Inc. | | $ | 369 | | | $ | 377 | | | $ | 1.54 | | | $ | 1.57 | |
| Real estate related depreciation and amortization, net of NCI | | 120 | | | 120 | | | 0.50 | | | 0.50 | |
| Amortization of deferred financing fees | | 5 | | | 5 | | | 0.02 | | | 0.02 | |
| Amortization of stock-based compensation | | 12 | | | 12 | | | 0.05 | | | 0.05 | |
| Straight-line rental income | | (21) | | | (21) | | | (0.09) | | | (0.09) | |
| Noncash revenues and expenses | | (4) | | | (4) | | | (0.02) | | | (0.02) | |
| Amortization of lease incentives, net of NCI | | — | | | — | | | — | | | — | |
| | | | | | | | |
| Funds Available for Distribution (FAD) | | 481 | | | 489 | | | 2.00 | | | 2.03 | |
Normalizing items[1] | | 4 | | | 4 | | | 0.02 | | | 0.02 | |
| Normalized FAD | | $ | 485 | | | $ | 493 | | | $ | 2.02 | | | $ | 2.05 | |
| | | | | | | | |
| Weighted average diluted shares outstanding | | 240 | | 240 | | | | |
| | | | | | | | |
| Additional Guidance Measures | | | | | | | | |
|
•Cash rental revenue of $478 million at the midpoint |
•Interest income from financing receivables of $43 million at the midpoint |
•Interest income from loans and other investments of $108 million at the midpoint |
•General and administrative expense of $64 million at the midpoint |
•Interest expense of $70 million at the midpoint |
•Income tax expense of $13 million at the midpoint |
| | | | | | | | |
| Select Guidance Assumptions | | | | | | | | |
•No new investments, loans, or dispositions beyond those made year-to-date and announced herein |
•No new debt or equity issuances beyond those made year-to-date and announced herein |
•2.5% inflation-based rent escalators under long-term NNN leases |
•$147 million of loans to be fully repaid throughout the year |
•No material change in GBP:USD spot exchange rate |
•Guidance includes the initial LNT acquisition of 24 care homes that closed or is anticipated to close in October 2026, and excludes the remaining 21 LNT care homes currently under development |
| | | | | | | | |
| | | | | | | | |
[1] See "Non-GAAP Financial Measures" in the Company's second quarter 2026 earnings release for items typically excluded in Normalized FFO and Normalized FAD attributable to CareTrust REIT, Inc. The timing and amount of these excluded charges cannot be further allocated or quantified with certainty or is dependent on the timing and occurrence of certain actions and, accordingly, cannot be reasonably predicted or estimated without unreasonable efforts. |
Strategic SHOP pipeline positioned to drive scale and growth Acquisition of 45 new, high-quality care homes across the UK October 2026 C A R E D E V E L O P M E N T S
2 CARETRUST AND LNT CREATE £1.1BN STRATEGIC RELATIONSHIP WITH INITIAL INVESTMENT TO DEVELOP AND OWN 45 PRIVATE PAY CARE HOMES ACROSS THE UK TRANSACTION OVERVIEW Strategic partnership to deliver brand new, purpose-built homes serving a market with a genuine shortage of modern care beds LNT CARE DEVELOPMENTS (“LNT”) Leading vertically integrated UK care home development and operating platform with repeatable delivery model at scale, supported by standardized design, process optimization, and strong resident satisfaction 132 sites Secured and in development pipeline(5) ~17% Projected yield on cost(4) 30+ years Established track record Source: Market data as of 9/28/2026 (1) Includes one completed and operating home, the closing of which remains subject to receipt of regulatory approval anticipated in October 2026. (2) Converted to U.S. Dollars based on the British Pound Sterling to U.S. Dollar exchange rate on September 28, 2026 of 1.327x. (3) Excludes transaction costs. (4) Projected yield on development cost across portfolio of 45 assets. (5) Excludes all 45 properties that are part of this transaction. Represents total sites in some stage of development pipeline, from LOI to construction. LAND Source and secure strategic sites DESIGN Develop standardized, purpose-built designs BUILD Deliver high-quality, energy-efficient homes OPERATE Deliver exceptional care and long-term value 270+ |17,800+ Homes | Beds built to date ⚫ Acquisition in staggered closings of 45 UK care homes / 2,970 units ⚫ 24 in lease-up homes(1) closed October 2026 for £576mm ($764mm(2)(3)) ⚫ 21 in development homes to be purchased throughout 2027 for £504mm ($669mm(2)) ⚫ Homes are leased to Crystal Care, LNT’s care home operating subsidiary ⚫ 20–21-year NNN lease, guaranteed by LNT ⚫ £1.4mm ($1.9mm(2)) initial annual rent plus 3% annual escalators ⚫ Conversion to SHOP once homes are stabilized within 24-48 months ⚫ Path to acquire more homes and option to acquire LNT Care Developments in the future Leading vertically integrated UK care home development and operating platform with repeatable delivery model at scale through building standardization and process optimization
3 PHASE 1: TRIPLE-NET LEASE Source: Company information 1 Based on estimated stabilized NOI of £2.15mm and a total purchase price of £27.5mm PHASE 2: SHOP CONVERSION Annual rent per home£1.4mm Annual escalator3.0% Put / call options to acquire OpCos + convert to SHOP(3) Stabilized NOI yield on cost(1)(2)Mid-high 7% TRANSACTION STRUCTURE Initial lease term20–21 years PHASE 1: TRIPLE-NET LEASE DURING LEASE-UP PHASE 2: SHOP CONVERSION UPON STABILIZATION (1) Based on estimated stabilized NOI of £2.0 – £2.2mm and a total purchase price of £27.5mm (consisting of £24mm initial purchase price per care home and approximately £3.5mm to acquire operating subsidiary and convert to SHOP). (2) NOI calculated as resident fees and services less senior housing operating expenses. (3) Options are exercisable as care homes reach stabilization, when CareTrust would acquire the operating subsidiaries and enter into RIDEA-compliant agreements with one or more affiliates of Crystal Care. ILLUSTRATIVE ECONOMICS TO CARETRUST Income Time Phase 2 NOI Phase 1 rent SHOP conversion occurs at stabilization Stabilization “De-risk the lease-up phase with a triple-net lease structure—paid to be patient” Contractual income during lease-up
4 WHY THE STRATEGICALLY IMPORTANT LNT RELATIONSHIP? 1 Source: Knight Frank Healthcare Development Opportunities 2026 report Proven, prolific care home developer with a repeatable execution model ⚫ Vertically integrated capabilities from site selection to day-to-day management, optimized over 30 years 3 2 4 Scaled operator with embedded infrastructure to drive growth ⚫ National footprint and standardized, purpose-built assets enable consistent care delivery and efficient portfolio expansion Favorable UK senior housing dynamics ⚫ 80+ population projected to double by 2050 combined with structural supply constraints create a durable backdrop for occupancy and rate growth New, purpose-built portfolio to serve growing demand ⚫ Assets located in undersupplied markets with attractive demographics
5 FAVORABLE DEMOGRAPHIC AND ECONOMIC TRENDS ARE CREATING AN UNPRECEDENTED GROWTH OPPORTUNITY IN SENIOR HOUSING FOR THE UK Source: Knight Frank Healthcare Development Opportunities 2026 report, CTRE Internal Investment Case for New UK Care Home Development, Laing Buisson (1) As of 2025. Superior demand drivers Meaningful supply shortage Attractive private pay market ⚫ UK over-80 population is projected to double by 2050 ⚫ Over-65 population has grown by ~16% over the past decade ⚫ Significant wealth creation in senior population from rising home prices provides the financial means to cover senior housing costs ⚫ Expected UK supply shortfall of ~200,000 beds by 2050 ⚫ 79% of care homes are over 20 years old, and 70% of beds lack en-suite wet room facilities, highlighting the need for modernization and replacement ⚫ Planning approvals for new homes in 2026 are running below 2025 levels, indicating supply constraints are likely to remain ⚫ UK private-pay care home market represents approximately 45% of ~390,000 total residents ⚫ Significant housing wealth provides substantial source of funding private-pay care, supporting demand for modern, purpose-built facilities ⚫ In 2025, private pay resident fee growth was 10% 0 2,000 4,000 6,000 8,000 2024 2030 2040 2050 UK Over-80 Senior Population (000s) ~45% Self-funded UK care home residents(1 ) ~55% UK care home revenue from self-funded residents(1 ) ~10% Private pay fee growth in 2025 Future Shortfall of UK Elderly Care Beds 0 100,000 200,000 300,000 2024 2030 2040 2050
6 NEW, PURPOSE-BUILT PORTFOLIO ACROSS HIGHLY DESIRABLE UK MARKETS LNT market characteristics(1) % of population 75+ 10% Home ownership % 66% Average house price £324K Source: Knight Frank Healthcare Development Opportunities 2026 report (1) Represents the average 3-mile radius values across the 45 care home portfolio. Lake View Lodge, Halling Higher than UK average? . . . % of units with en-suite wet rooms 36% 100% Competition(1) Acquired LNT portfolio %
7 $227 12,252 LNT’S GEOGRAPHIC MIX BY REGION $98 9,282 Beds EXPANDED FOOTPRINT WITH NEW PURPOSE-BUILT HOMES IN ATTRACTIVE UK MARKETS South West 24% / 11 East Midlands 18% / 8 South East 18% / 8 North West 11% / 5 West Midlands 9% / 4 East of England 9% / 4 Other 11% / 5 45 / 2,970 Sites / Units Source: Market data as of 9/28/2026 (1) Based on run-rate of 45 care homes under lease structure. (2) Based on annualized Q2 2026 rental income of CareTrust UK care homes; LNT run-rate portfolio metrics assumes all 45 care homes converted to SHOP with an estimated annual NOI of £2.15mm per property. Figures as of June 30, 2026, plus acquisitions through October 1, 2026. Converted to U.S. Dollars based on the British Pound Sterling to U.S. Dollar exchange rate on September 28, 2026 of 1.327x. CARETRUST’S UK PORTFOLIO EXPANSION(¹) Pro forma annualized income ($mm)(2) LNT PROPERTY MAP (45 ACQUIRED PROPERTIES) Care homes already completed Care homes under construction LNT’s developments per region 1 13 North West East Midlands North East Yorkshire and The Humber West Midlands East of England Wales London South East South West
8 LNT IS THE PROLIFIC DEVELOPER OF UK CARE HOMES WITH A 30-YEAR TRACK RECORD (1) Based on 2025 average asset carrying value. (2) Based on 34 submissions from the last financial year. (3) Excludes all 45 properties that are part of this transaction. Represents total sites in some stage of development pipeline, from LOI to construction. (4) Projected yield on development cost across portfolio of 45 assets. OVERVIEW KEY METRICS SAMPLES OF LNT’S STANDARD DESIGNS ⚫ LNT is a highly differentiated, vertically integrated care home platform supported by a strong management team with in-depth market knowledge ⚫ Long track record of delivering and operating high-quality, purpose- built care homes with consistently high levels of resident satisfaction ⚫ 140 care homes built since the beginning of 2021, representing approximately one in three newly built care homes in the UK 94% Planning success(2) 30 per year Target development pace >£4bn In built value(1) 17% Projected yield on cost(4) 30+ years Established track record 132 sites Secured and in development pipeline(3) Standardized LNT home design refined over hundreds of buildings
9 CRYSTAL CARE IS LNT’S INTEGRATED, BEST-IN-CLASS UK CARE HOME OPERATOR (1) Over the past 5 years. (2) Represents employees across LNT Construction, LNT Care Developments and Crystal Care Collection. SCALE + OPERATING FOUNDATION WHY CRYSTAL CARE IS DIFFERENTIATED 100+ CARE HOMES Operated using the LNT operational blueprint(1) 2,000+ EMPLOYEES Across the LNT / Crystal Care platform(2) PURPOSE-BUILT PLATFORM DESIGNED TO SCALE OPERATIONS Blueprint operating infrastructure GROWTH Supports LNT’s substantial development pipeline INSTITUTIONAL- QUALITY LEADERSHIP ⚫ Experienced executives with a track record managing large multi-site care portfolios ⚫ Regional operating structure designed to maintain consistent standards as the portfolio scales RESIDENT-CENTRIC CARE MODEL ⚫ “Crystal Clear” all-inclusive pricing provides residents and families with transparent and predictable costs ⚫ Person-centered operating model focused on dignity, independence and quality of life VERTICALLY INTEGRATED WITH LNT ⚫ Operating expertise is paired with LNT’s 30+ years of care home development experience ⚫ Operating insights inform design, construction and ongoing asset management Institutional-quality operations + purpose-built real estate + a proven development engine create a differentiated UK care platform
10 Source: Company information, FactSet; Market data as of 9/28/2026 Note: Based on the British Pound Sterling to U.S. Dollar exchange rate on September 28, 2026 of 1.327x (1) Enterprise value is based on $37.28 price per share as of 9/28/2026, 237mm fully diluted shares outstanding, and $1.2bn in net debt as of 6/30/2026. (2) Includes triple-net senior housing and senior housing operating properties (SHOP). (3) Triple-net skilled nursing and triple-net senior housing based on annualized Q2 2026 rental income; SHOP based on expected annual NOI. Figures as of June 30, 2026, plus acquisitions through October 1, 2026. (4) Pro forma run-rate portfolio metrics assumes all 45 care homes converted to SHOP with an estimated annual NOI of £2.15mm per property. (5) Adjusted for ~$1.5bn total transaction value. LNT TRANSACTION DRIVES SHOP GROWTH, SCALE, AND DIVERSIFICATION WITH A PREMIER UK SENIOR HOUSING RELATIONSHIP PORTFOLIO DIVERSIFICATION(3)(4) SCALE Current Portfolio (as of October 1, 2026 – excluding LNT) Pro Forma Portfolio (based on run-rate LNT portfolio) Enterprise value $10.0 Billion(1) Properties 530 Beds / Units 50,003 Enterprise value $11.5 Billion(5) Properties 575 Beds / Units 52,973 +45 modern UK care homes Meaningfully expands UK presence and diversifies operator and asset mix 83% US 26% Senior Housing(2 ) 74% Skilled Nursing 40% Senior Housing(2 ) 60% Skilled Nursing 17% UK 67% US 33% UK 20% SHOP 80% Triple-Net Skilled Nursing & Senior Housing 2% SHOP 98% Triple-Net Skilled Nursing & Senior Housing
11 TRANSACTION RATIONALE AND BENEFITS Materially enhances scale and growth profile of UK business Normalized FFO per share accretion expected during lease-up phase with upside upon SHOP conversion Commitment to SHOP strategy at scale with prolific UK care home developer-operator Improves age, quality and mix of CareTrust’s UK portfolio Structured to provide immediate contractual income with path to accelerated growth through SHOP conversion . . . . . Willowmere Lodge, Ellesmere Port
12 The past, present, and future of the CareTrust-LNT SHOP pipeline C A R E D E V E L O P M E N T S For more color on the CareTrust and LNT relationship, visit the CareTrust YouTube Channel
13 DISCLAIMER This investor presentation contains forward-looking statements within the meaning of the Private Securities Lit igation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding our intent, belief or expectations, including, but not limited to, statements regarding the following: access to capital; investment activity; growth prospects; and operating and f inancial performance. Forward-looking statements also include, but are not limited to, statements regarding the expected timing and completion of the acquisition of the homes currently under development, the anticipated exercise of put and call rights with respect to the operating companies and the timing thereof, the anticipated conversion of the homes to a RIDEA structure, the Company’s expectations re garding stabilization, rental revenue, net operating income yields and accretion to normalized funds from operations, projected yields and returns on the LNT Care Developments (“LNT”) transaction, expected stabilization timelines and SHOP conversion economics, anticipated benefits of our strategic relationship with LNT, and the Company’s sources of financing. Words such as “anticipate,” “believe,” “could,” "expect,” “estimate,” “intend,” “may,” “plan,” “seek,” “should,” “will,” “wou ld,” and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements, though not all forward-looking statements contain these identifying words. Our forward-looking statements are based on our current expectations and beliefs, and are subject to a number of risks and uncertainties that could lead to actual results differing materially from those projected, forecasted or expected. Although we believe that the assumptions underlying these forward-looking statements are reasonable, they are not guarantees and we can give no assurance that our expectations will be attained. Factors which could have a material adverse effect on the Company’s operations and future prospects or which could cause actual results to differ materially from our expectations include, but are not limited to: (i) the ability of our tenants, managers, and borrowers to successfully operate our properties and to meet and/or perform their obligations under the agreements we have entered into with them, including without limitation, their respective obligations to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities; (ii) the impact of unstable market and economic conditions; (iii) the impact of healthcare reform legislation, including reimbursement rates and potential minimum staff ing level requirements, on the operating results and financial conditions of our tenants, managers, and borrowers; (iv) the consequences of bankruptcy, insolvency or f inancial deterioration of our tenants, managers and borrowers; (v) the ability and willingness of our tenants, managers and borrowers to renew their agreements with us, and our ability to reposition our properties on the same or better terms in the event of nonrenewal or in the event we replace an existing tenant or manager; (vi) the risk that we may have to incur impairment charges related to any asset sales if we are unable to sell such assets at the prices we expect; (vii) the impact of public health crises; (viii) the availability of and the ability to identify (a) tenants and managers who meet our credit and operating standards, and (b) suitable acquisition opportunit ies and the ability to acquire and lease the respective properties to such tenants and managers on favorable terms; (ix) the intended benefits of our acquisition of Care REIT plc (“Care REIT”) and of the transact ion with LNT may not be realized, and the additional risks we will be subject to from our investment in Care REIT, the LNT transaction and any other international investments; (x) the additional operational and legal risks associated with our properties managed in a RIDEA structure; (xi) the impact of the unfavorable resolution of litigation or disputes and rising liability and insurance costs as a result thereof or other market factors; (xii) the ability to retain our key management personnel; (xiii) the ability to maintain our status as a real estate investment trust (“REIT”); (xiv) changes in the U.S. and U.K. tax law and other state, federal or local laws, whether or not specif ic to REITs; (xv) the ability to generate sufficient cash flows to service our outstanding indebtedness; (xvi) access to debt and equity capital markets; (xvii) fluctuating interest and currency rates, including fluctuations in the exchange rate between the pound sterling and the U.S. dollar; (xviii) risks and challenges related to our use of, or inability to use, artificial intelligence; (xix) the risk that the homes currently under development are not completed on the expected timeline or at all, and that practical completion, regulatory registration and other closing conditions are delayed or not satisfied; (xx) the performance of the tenant operating companies during lease-up and the risk that stabilization and the anticipated net operating income yields and accretion are not achieved; (xxi) the risk that the put and call rights with respect to the operating companies are not exercised, or that the anticipated conversion of the homes to a RIDEA structure does not occur on the expected timeline or at all; (xxii) changes in the United Kingdom regulatory, reimbursement, labor and tax environment; and (xxiii) any additional factors included under Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the Securit ies and Exchange Commission. This investor presentation includes references to non-GAAP financial measures. We have not reconciled such non-GAAP financial measures guidance to the most directly comparable forward-looking GAAP measures because the timing and amount of material adjustments that impact these measures are not in our control and/or cannot be allocated or quantified wit h certainty or is dependent on the t iming and occurrence of certain actions and, accordingly, cannot be reasonably predicted or estimated without unreasonable efforts. This investor presentation also includes certain information regarding LNT and its affiliated operator, Crystal Care Collection, including development track record, pipeline, operating metrics, and projected yields and returns. Such information has been provided by LNT and has not been independently verified by us, but we have no reason to believe it is inaccurate in any material respect. This investor presentation also contains data and statistics from third-party sources. We have not independently verified such third-party data and make no representation as to its accuracy or completeness. This information in this investor presentation is provided as of the date hereof, unless specifically stated otherwise. We expressly disclaim any obligation to update or revise any information in this investor presentation (including forward-looking statements), whether to reflect any change in our expectations, any change in events, conditions or circumstances, or otherwise. As used in this investor presentation, unless the context requires otherwise, references to “CTRE,” “CareTrust,” “CareTrust REIT” or the “Company” refer to CareTrust REIT, Inc. and its consolidated subsidiaries. References to “LNT” refer to LNT Care Developments and its affiliates, including Crystal Care Collection. GAAP refers to generally accepted accounting principles in the United States of America.