CTRE 424B5: Secondary offering

Filed with the SEC on · accession 0001140361-26-043559

CTRE filed a 424B5 (prospectus (offering)) with the SEC on Nov 13, 2026. CareTrust REIT, Inc. is offering 17,000,000 shares of common stock at $37.50 per share through forward sale agreements with Bank of America and Morgan Stanley, with an option for underwriters to purchase up to an additional 2,550,000 shares. The stock moved -0.2% by the first close after the filing.

Summary of the filing

CareTrust REIT, Inc. is offering 17,000,000 shares of common stock at $37.50 per share through forward sale agreements with Bank of America and Morgan Stanley, with an option for underwriters to purchase up to an additional 2,550,000 shares. The company expects to receive proceeds of approximately $612 million before expenses upon physical settlement of the forward sale agreements.

Key details

Public offering price per share$38
Total public offering price$637.5M
Underwriting discount per share$2
Total underwriting discount$25.5M
Proceeds to company before expenses per share$36
Total proceeds to company before expenses$612.0M
Last sale price of common stock on November 11, 2026$39
IssuerCareTrust REIT, Inc.
Forward purchaserBank of America, N.A.
Forward purchaserMorgan Stanley & Co. LLC
Joint book-running managerBofA Securities
Joint book-running managerMorgan Stanley
Joint book-running managerJ.P. Morgan
Joint book-running managerWells Fargo Securities
Joint book-running managerBMO Capital Markets
Joint book-running managerHuntington Capital Markets
Joint book-running managerKeyBanc Capital Markets
Joint book-running managerM&T Securities
Joint book-running managerRBC Capital Markets
Co-managerCitizens Capital Markets
Co-managerRaymond James
Co-managerRegions Securities LLC
Co-managerTruist Securities

How CTRE stock reacted

Close before

$38.15

Nov 12, 2026

First close after

-0.21%

$38.07

5 trading days

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Since filing

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Frequently asked questions

What did CTRE file with the SEC on Nov 13, 2026?

CTRE filed a 424B5 (Secondary offering). CareTrust REIT, Inc. is offering 17,000,000 shares of common stock at $37.50 per share through forward sale agreements with Bank of America and Morgan Stanley, with an option for underwriters to purchase up to an additional 2,550,000 shares. The company expects to receive proceeds of approximately $612 million before expenses upon physical settlement of the forward sale agreements.

What does a secondary offering mean for CTRE stock?

New shares dilute existing holders and are often sold at a discount to the market price.

How do I read a 424B5?

The final terms of an offering of shares or bonds. Look at price, number of shares and the discount to the market price. Large offerings dilute existing shareholders.

Why are SEC filings important?

Public companies must tell the SEC about anything that can change their value — results, leadership changes, big deals, new shares, bankruptcy. Filings are the official source, often before the news. A 424B5 (prospectus (offering)): The final terms of an offering of shares or bonds.

How did CTRE stock react to this filing?

CTRE closed at $38.15 before the filing and $38.07 on Nov 13, 2026 (-0.21%).

Other CTRE SEC filings

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