424B5 1 ny20073904x2_424b5.htm 424B5

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-293536

PROSPECTUS SUPPLEMENT

(To prospectus dated February 17, 2026)

12,500,000 Shares

CareTrust REIT, Inc.

Common Stock

We are offering 12,500,000 shares of our common stock, par value $0.01 per share (our “common stock”). We expect to enter into separate forward sale agreements with each of Wells Fargo Securities, LLC and J.P. Morgan Securities LLC (or their respective affiliates), whom we refer to in such capacity as the forward purchasers. In connection with the forward sale agreements, the forward purchasers (or their respective affiliates) are expected to borrow from third parties and to sell to the underwriters an aggregate of 12,500,000 shares of our common stock that will be sold in this offering (or an aggregate of 14,375,000 shares of common stock if the underwriters’ option to purchase additional shares of common stock is exercised in full). We will not initially receive any proceeds from the sale of shares of our common stock by the forward purchasers (or their respective affiliates). We expect to physically settle the forward sale agreements and receive proceeds, subject to certain adjustments, from the sale of those shares of our common stock upon one or more forward settlement dates, which we anticipate will be within approximately one year from the date of this prospectus supplement. We may also elect to cash settle or net share settle all or a portion of our obligations under a forward sale agreement if we conclude it is in our best interest to do so. If we elect to cash settle a forward sale agreement, then we may not receive any proceeds and may owe cash to the relevant forward purchaser in certain circumstances. If we elect to net share settle a forward sale agreement, then we will not receive any proceeds and may owe shares of our common stock to the relevant forward purchasers in certain circumstances. See “Underwriting—Forward Sale Agreements” in this prospectus supplement.

If the forward purchasers (or their respective affiliates) do not deliver and sell all of the shares of our common stock to be delivered and sold by them to the underwriters, we will issue and sell to the underwriters a number of shares of our common stock equal to the number of shares of our common stock that the forward purchasers (or their respective affiliates) do not deliver and sell, and the number of shares underlying the relevant forward sale agreement will be decreased by the number of shares that we issue and sell.

Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “CTRE.” The last sale price for our common stock on May 18, 2026, as reported on the NYSE, was $41.52 per share.

To assist us in maintaining our status as a real estate investment trust (“REIT”), among other purposes, our Articles of Amendment and Restatement, as amended (our “charter”), contain certain restrictions relating to the ownership and transfer of our stock, including provisions generally restricting a stockholder from owning more than 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of our common stock, and generally restricting a stockholder from owning more than 9.8% in value of the outstanding shares of all classes or series of our capital stock. See “Description of Capital Stock—Restrictions on Transfer and Ownership of CareTrust REIT Stock” in the accompanying prospectus.

Investing in our common stock involves risks. See “Risk Factors” beginning on page S-7 of this prospectus supplement and page 2 of the accompanying prospectus and the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2025, which is incorporated by reference into this prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The underwriters have agreed to purchase shares of our common stock at a price of $40.225 per share, which will result in approximately $502.8 million of proceeds to us before expenses, subject to certain adjustments, assuming full physical settlement of the forward sale agreements. The underwriters may offer the shares of our common stock from time to time for sale in one or more transactions on the NYSE, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. For the purposes of calculating the aggregate proceeds to us before expenses, we have assumed that the forward sale agreements will be fully physically settled based on a forward sale price equal to the initial forward sale price of $40.225 per share, which is the price to be paid to the forward purchasers (or their respective affiliates) by the underwriters. The forward sale price is subject to adjustment pursuant to the terms of the forward sale agreements, and the actual proceeds, if any, to us will be calculated as described in this prospectus supplement.

The underwriters may also purchase up to an additional 1,875,000 shares of common stock from us, at the price per share set forth on the cover page of this prospectus supplement, less any dividends or distributions payable on the shares initially purchased by the underwriters but not payable on such option shares, within 30 days from the date of this prospectus supplement to cover sales by the underwriters in the initial offering of the shares or in the open market of a greater number of shares than the total number being offered in the initial offering. Upon any exercise of such option, we expect to enter into additional forward sale agreements with each forward purchaser in respect of the number of shares sold by the applicable forward purchaser (or its affiliate) in connection with the exercise of such option. Unless the context requires otherwise, the term “forward sale agreements,” as used in this prospectus supplement, includes any additional forward sale agreements that we enter into in connection with the exercise by the underwriters of their option to purchase additional shares. In such event, if any forward purchaser (or its affiliate) does not deliver and sell all of the shares of our common stock to be sold by it to the underwriters in connection with the exercise of such option, then we will issue and sell to the underwriters a number of shares of our common stock equal to the number of shares of our 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 we issue and sell.

Delivery of the shares of common stock is expected to be made in New York, New York on or about May 20, 2026.


Wells Fargo Securities			J.P. Morgan

The date of this prospectus supplement is May 18, 2026.


			Page
ABOUT THIS PROSPECTUS SUPPLEMENT			S-i
MARKET AND INDUSTRY DATA			S-i
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			S-ii
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			S-iv
PROSPECTUS SUPPLEMENT SUMMARY			S-1
RISK FACTORS			S-7
USE OF PROCEEDS			S-13
UNDERWRITING			S-14
LEGAL MATTERS			S-20
EXPERTS			S-20
WHERE YOU CAN FIND MORE INFORMATION			S-20


ABOUT THIS PROSPECTUS			ii
WHERE YOU CAN FIND MORE INFORMATION			iii
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			iv
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			v
CARETRUST REIT AND THE OPERATING PARTNERSHIP			1
RISK FACTORS			2
SUBSIDIARY ISSUER AND GUARANTOR DISCLOSURES			3
USE OF PROCEEDS			5
DESCRIPTION OF CAPITAL STOCK			6
DESCRIPTION OF WARRANTS			17
DESCRIPTION OF RIGHTS			19
DESCRIPTION OF UNITS			20
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES OF DEBT SECURITIES			21
U.S. FEDERAL INCOME TAX CONSIDERATIONS			24
SELLING SECURITYHOLDERS			42
PLAN OF DISTRIBUTION			43
LEGAL MATTERS			45
EXPERTS			45


Underwriter			Number of Shares
Wells Fargo Securities, LLC			6,250,000
J.P. Morgan Securities LLC			6,250,000
Total			12,500,000


(in thousands)			As of December 31, 2025
Assets:
Cash and cash equivalents			$159,343
Other assets			2,414,686
Intercompany receivables from non-guarantor subsidiaries			649,032
Total assets			$3,223,061

Liabilities:
Senior unsecured notes payable, net⁽¹⁾			$397,816
Senior unsecured term loan, net⁽¹⁾			496,404
Other liabilities			148,136
Total liabilities			$1,042,356


(in thousands)			Year Ended December 31, 2025
Total revenues			$217,742
Total expenses			128,892
Total gain			51,739
Net income			$140,589

Net intercompany interest income			$26,009

SEC Form 424B5 filed by CareTrust REIT Inc.