CareTrust REIT sets 12.5M-share forward equity deal

CareTrust REIT, Inc. entered into an underwriting and forward sale structure for a public equity offering of 12,500,000 firm shares of common stock, plus up to 1,875,000 optional shares, at a price to the underwriters of $40.225 per share.

Rhea-AI Filing Summary

CareTrust REIT, Inc. entered into an underwriting and forward sale structure for a public equity offering of 12,500,000 firm shares of common stock, plus up to 1,875,000 optional shares, at a price to the underwriters of $40.225 per share. The company entered separate forward sale agreements with Wells Fargo Bank, National Association and JPMorgan Chase Bank, National Association, under which forward purchasers borrowed and sold 12,500,000 shares on May 20, 2026. CareTrust currently expects to settle these agreements by physically delivering shares for cash on one or more dates no later than May 20, 2027, but it may alternatively elect cash or net share settlement under specified conditions.

Insights

REIT capital markets analyst

CareTrust sets up a sizable forward equity raise with flexible settlement.

CareTrust REIT has structured a forward equity offering for 12,500,000 firm shares, with an additional 1,875,000-share option, at an initial forward sale price of $40.225 per share. The forward purchasers have already borrowed and sold the firm shares into the market.

The company expects to settle the forward sale agreements by physically delivering shares for cash by May 20, 2027, but it can elect cash or net share settlement instead. This structure delays share issuance while locking in current equity pricing, with actual dilution depending on how and when the agreements are ultimately settled.

The underwriters’ 30-day option for up to 1,875,000 additional shares and conditions around borrowing costs and share availability mean the final size of the transaction may vary. Subsequent company disclosures will clarify settlement choices and the resulting impact on the share count and cash balances.

8-K Event Classification

2 items: 8.01, 9.01

2 items

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, or exhibit attachments filed with this report.

Key Figures

Firm shares in offering: 12,500,000 shares Optional shares: 1,875,000 shares Price to underwriters: $40.225 per share +3 more

6 metrics

Firm shares in offering 12,500,000 shares Common stock sold via forward sale agreements

Optional shares 1,875,000 shares 30-day underwriters’ option for additional common stock

Price to underwriters $40.225 per share Initial forward sale price for the offering

Forward settlement deadline May 20, 2027 Latest date for physical settlement of forward sale agreements

Offering closing date May 20, 2026 Date the offering closed and shares were borrowed and sold

Shelf registration form Form S-3 File No. 333-293536 Automatic shelf registration statement used for the offering

Key Terms

underwriting agreement, forward sale agreements, automatic shelf registration statement, prospectus supplement, +2 more

6 terms

underwriting agreement financial

"entered into an underwriting agreement (the “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 sale agreements financial

"the Company entered into separate forward sale agreements (the “Forward Sale Agreements”) with each of Wells Fargo Bank, National Association and JPMorgan Chase Bank"

A forward sale agreement is a deal where two parties agree today to sell and buy an asset at a set price on a future date. It’s like promising to sell your car to a friend next month at today's price, regardless of how the car's value changes. These agreements help businesses lock in prices and reduce uncertainty about future costs or income.

automatic shelf registration statement regulatory

"effective automatic shelf registration statement (including prospectus) on Form S-3 (File No. 333-293536)"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

prospectus supplement regulatory

"the prospectus supplement, dated May 18, 2026, filed by the Company with the SEC pursuant to Rule 424(b)"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

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.

emerging growth company regulatory

"Rule 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"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity offering did CareTrust REIT (CTRE) announce in this filing?

CareTrust REIT entered into an equity offering using forward sale agreements for 12,500,000 firm shares of common stock, plus up to 1,875,000 optional shares. The shares are tied to an underwriting agreement with Wells Fargo Securities and J.P. Morgan Securities as underwriters and forward sellers.

What is the price per share in CareTrust REIT’s CTRE forward equity offering?

The offering is based on an initial forward sale price of $40.225 per share, which is the price to the underwriters. This forward sale price is the public offering price less underwriting discounts and commissions and is subject to adjustments under the forward sale agreements.

How and when does CareTrust REIT (CTRE) expect to settle the forward sale agreements?

CareTrust currently expects to settle the forward sale agreements by physically delivering shares of common stock for cash on one or more dates no later than May 20, 2027. The company may instead elect cash or net share settlement for some or all of its obligations.

What role do the forward purchasers play in CareTrust REIT’s CTRE offering?

Wells Fargo Bank, National Association and JPMorgan Chase Bank, National Association act as forward purchasers. They or their affiliates are expected to borrow shares from third parties and sell them to the underwriters, supplying the 12,500,000 firm shares sold in the offering under the forward sale agreements.

What is the underwriters’ option in the CareTrust REIT (CTRE) transaction?

The underwriters received a 30-day option to purchase up to 1,875,000 additional shares of common stock. If exercised, CareTrust expects to enter an additional forward sale agreement for these optional shares, subject to borrowing conditions and other specified requirements in the transaction documents.

Under what conditions might CareTrust REIT issue shares directly instead of using forward purchasers?

If a forward purchaser cannot borrow and deliver all optional shares due to availability, high borrowing costs, or unmet conditions, CareTrust will issue and sell that number of shares directly to the underwriters. The related additional forward sale agreement would then be reduced by the same share amount.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/20/2026 - 04:05 PM Learn about SEC filing dates

false000159071700015907172026-05-182026-05-18

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 18, 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

On May 18, 2026, CareTrust REIT, Inc. (the “Company”) and its operating partnership, CTR Partnership, L.P., entered into an underwriting agreement (the “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 “Optional Shares” and together with the Firm Shares, the “Shares”), at a price to the Underwriters of $40.225 per share (the “Offering”). The closing of the Offering occurred on May 20, 2026.

In connection with the Offering, on May 18, 2026 the Company entered into separate forward sale agreements (the “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 Firm Shares. In connection with the Forward Sale Agreements and any 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 Shares that will be sold in the Offering. Pursuant to the terms of the Forward Sale Agreements, on May 20, 2026, the Forward Sellers borrowed and sold an aggregate of 12,500,000 shares of Common Stock. The Company intends (subject to the Company’s right to elect cash or net share settlement, subject to certain conditions) to, deliver, upon physical settlement of the Forward Sale Agreements on one or more dates specified by the Company occurring no later than May 20, 2027, the number of shares of Common Stock underlying the Forward Sale Agreements in exchange for a cash payment per share equal to the forward sale price, which will be the public offering price less the underwriting discounts and commissions and subject to certain adjustments as provided in the Forward Sale Agreements. Although the Company expects to settle the Forward Sale Agreements entirely by the physical delivery of shares of Common Stock for cash proceeds, the Company may also elect to cash or net share settle all or a portion of its obligations under the Forward Sale Agreements, in which case it may receive, or it may owe, cash or shares of Common Stock from or to the Forward Purchasers. The Forward Sale Agreements provide for an initial forward sale price of $40.225 per share, subject to certain adjustments pursuant to the terms of the Forward Sale Agreements. The Forward Sale Agreements are subject to early termination or settlement under certain circumstances.

Pursuant to the terms of the Underwriting Agreement, the Underwriters were granted a 30-day option to purchase an additional 1,875,000 shares of Common Stock. Upon the exercise of such option, the Company expects to enter into an additional forward sale agreement with the Forward Purchasers in respect of the Optional Shares. However, a Forward Purchaser (or its affiliate) is not required to borrow and sell such Optional Shares if, after using commercially reasonable efforts, such Forward Purchaser (or its affiliate) is unable to borrow such shares, or if borrowing costs exceed a specified threshold or if certain specified conditions have not been satisfied.  If any Forward Purchaser (or its affiliate) does not deliver and sell all of the Optional Shares to be sold by it to the Underwriters in connection with the exercise of such option, then the Company will issue and sell to the Underwriters a number of shares of Common Stock equal to the number of shares of Common Stock that such Forward Purchaser (or its affiliate) does not deliver and sell, and the number of shares underlying the relevant additional Forward Sale Agreement will be decreased by the number of shares that the Company issues and sells.

The Offering was made pursuant to the Company’s effective automatic shelf registration statement (including prospectus) on Form S-3 (File No. 333-293536), filed by the Company with the Securities and Exchange Commission (the “SEC”) on February 17, 2026 and the prospectus supplement, dated May 18, 2026, filed by the Company with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

The foregoing description of the Underwriting Agreement and the Forward Sale Agreements does not purport to be complete and is qualified in its entirety by the full text of the Underwriting Agreement and the Forward Sale Agreements, which are filed as Exhibits 1.1, 1.2, and 1.3 hereto 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 Shares issued and sold in the Offering.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated May 18, 2026, by and among CareTrust REIT, Inc., CTR Partnership, L.P. Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, as Underwriters and Forward Sellers, and Wells Fargo Bank, National Association and JPMorgan Chase Bank, National Association as Forward Purchasers.
1.2		Forward Sale Agreement, dated May 18, 2026, by and among CareTrust REIT, Inc., and Wells Fargo Bank, National Association.
1.3		Forward Sale Agreement, dated May 18, 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 20, 2026

Filing Exhibits & Attachments

7 documents

Other Documents

• EX-1.1 EXHIBIT 1.1 232.5 KB
• EX-1.2 EXHIBIT 1.2 180.8 KB
• EX-1.3 EXHIBIT 1.3 183.3 KB
• EX-5.1 EXHIBIT 5.1 31.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.7 KB