CTRE · CareTrust REIT, Inc.

Summary

CareTrust REIT, Inc. and CTR Partnership, L.P. entered into a new Equity Distribution Agreement on February 17, 2026, for an at-the-market program allowing sales of up to $1,000,000,000 of common stock through specified Sales Agents and Forward Purchasers. This terminates the prior ATM program dated January 21, 2025, under which less than $10.0 million remains unsold but $367.0 million in forward agreements persist.

Key takeaways

• Entered Equity Distribution Agreement on February 17, 2026 with multiple Sales Agents including BMO Capital Markets Corp., BofA Securities, Inc.
• Aggregate gross offering price up to $1,000,000,000 of common stock ($0.01 par value) under February 2026 ATM Program.
• Sales commissions not to exceed 2.0% of sale price.
• Net proceeds to be contributed to CTR Partnership, L.P. for general corporate purposes including acquisitions and debt repayment.
• Terminated prior Equity Distribution Agreement dated January 21, 2025 with <$10.0M unsold and $367.0M outstanding forward agreements.
• Filed under shelf registration Form S-3 (File No. 333-293536) effective February 17, 2026.