CareTrust REIT, Inc. - Form 8-K Filing on Equity Offering

On May 20, 2026, CareTrust REIT, Inc. (the "Company") and its operating partnership, CTR Partnership, L.P., entered into an underwriting agreement with Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, acting as representatives of the underwriters. This agreement pertains to the offer and sale of 12,500,000 shares of the Company's common stock, with an option to sell an additional 1,875,000 shares at a price of $40.225 per share. The option offering closed on May 21, 2026. The underwriters exercised their option in full on May 20, 2026. In connection with this exercise, the Company entered into separate forward sale agreements with Wells Fargo Bank, National Association and JPMorgan Chase Bank, National Association (or their affiliates) for the additional shares. These forward purchasers are expected to borrow shares from third parties to sell to the underwriters. On May 21, 2026, an aggregate of 1,875,000 shares were borrowed and sold. The filing also includes exhibits such as the forward sale agreements and an opinion of counsel regarding the validity of the shares issued.