On November 11, 2026, CareTrust REIT, Inc. entered into separate forward sale agreements with Bank of America, N.A. and Morgan Stanley & Co. LLC. These agreements relate to an aggregate of 17,000,000 shares of the Company’s common stock. On November 12, 2026, the Company entered into additional forward sale agreements with the same counterparties, adding 2,550,000 shares to the total commitment.
The forward sale agreements are connected to a registered public offering managed by the underwriters, BofA Securities, Inc. and Morgan Stanley & Co. LLC. The underwriters were granted a 30-day option to purchase up to an additional 2,550,000 shares, which was exercised in full on November 12, 2026. Consequently, the total number of shares involved in the transaction is 19,550,000.
On November 13, 2026, the forward purchasers borrowed and sold the shares to the underwriters. The forward sale price is initially set at $36.00 per share. The Company intends to settle these agreements entirely through the physical delivery of shares for cash proceeds. However, the Company retains the right to elect cash or net share settlement for all or a portion of its obligations, subject to certain conditions. The physical settlement is scheduled to occur on one or more dates specified by the Company, no later than November 12, 2027.
The forward sale price is subject to daily adjustments based on a floating interest rate factor and will be decreased on specific dates. The agreements include provisions allowing the forward purchasers to accelerate settlement if the Company declares a cash dividend exceeding a specified amount, an extraordinary dividend is declared, or if a merger, tender offer, or insolvency event occurs. Additionally, the agreements will automatically terminate if the Company files for bankruptcy or insolvency.
