CareTrust REIT Inc美股招股说明书(2025-01-21版)

$750,000,000 CareTrust REIT, Inc.Common Stock This prospectus supplement relates to our issuance and sale of up to $750,000,000 in the aggregate of our common stock from time to time through any ofBMO Capital Markets Corp., BofA Securities, Inc., Huntington Securities, Inc., Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc.,M&T Securities, Inc., Raymond James & Associates, Inc., RBC Capital Markets, LLC, Robert W. Baird & Co. Incorporated and Wells Fargo Securities, LLC (each, a“Sales Agent” and collectively, the “Sales Agents”). Any sales will be made pursuant to the terms of the equity distribution agreement, dated as of January 21, 2025(the “Distribution Agreement”), we have entered into with the Sales Agents and Forward Sellers (as defined below) or pursuant to a terms agreement or forward saleagreement related thereto. In connection with the entry into the Distribution Agreement, the Company’s “at-the-market” equity offering program pursuant to the Company’s prior equitydistribution agreement, dated as of August 29, 2024 (the “Prior Distribution Agreement”), was terminated. As of its termination, shares of Common Stock having anaggregate offering price of approximately $440.15 million were not sold under the Prior Distribution Agreement. The Distribution Agreement provides that, in addition to the issuance and sale of the shares of our common stock by us through the Sales Agents, we may alsoenter into one or more forward sale agreements under separate master forward sale agreements and related supplemental confirmations with one or more of Bank ofMontreal, Bank of America, N.A., Huntington Securities, Inc., Jefferies LLC, JPMorgan Chase Bank, National Association, KeyBanc Capital Markets Inc., RaymondJames & Associates, Inc., Royal Royal Bank of Canada, Robert W. Baird & Co. Incorporated and Wells Fargo Bank, National Association or their respective affiliates(in such capacity, each, a “Forward Purchaser” and collectively, the “Forward Purchasers”). In connection with any forward sale agreement, the relevant ForwardPurchaser will use commercially reasonable efforts to borrow from third parties and, through the relevant Sales Agent, acting as sales agent for such ForwardPurchaser (a Sales Agent, in such capacity, each, a “Forward Seller” and collectively, the “Forward Sellers”), sell a number of shares of our common stock equal tothe number of shares of our common stock underlying the particular forward sale agreement. In no event will the aggregate number of shares of our common stocksold through the Sales Agents or Forward Sellers (or directly to the Sales Agents, acting as principals) under the Distribution Agreement, under any terms agreement,and under any forward sale agreement have an aggregate gross sales price in excess of $750,000,000. Unless otherwise expressly stated or the context otherwiserequires, references herein to the “related” or “relevant” Forward Purchaser mean, with respect to any Sales Agent, the affiliate of such Sales Agent that is acting asForward Purchaser or, if applicable, such Sales Agent acting in its capacity as Forward Purchaser. Sales, if any, of shares of our common stock, as contemplated by this prospectus supplement and accompanying prospectus, made through the Sales Agents,acting as our sales agents, or the Forward Sellers, acting as agents for the applicable Forward Purchaser, may be made by any method permitted by law deemed to bean “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation,sales made directly on the NYSE (as defined below), on any other existing trading market for our common stock or to or through a market maker (which may includeblock transactions). With our prior consent, the Sales Agents may also sell shares of our common stock in negotiated transactions. Furthermore, under the terms of theDistribution Agreement, we may also sell shares of our common stock to one or more of the Sales Agents as principal for its own account at a price agreed upon at thetime of sale. If we sell shares to one or more of the Sales Agents as principal, we will enter into a separate terms agreement setting forth the terms of such transaction,and we will describe the agreement in a separate prospectus supplement or pricing supplement. None of the Sales Agents, acting as our sales agents, or Forward Sellers, acting as agents for the applicable Forward Purchaser, is required to sell any specificnumber or dollar amount of shares of our common stock, but each has agreed to use its commercially reasonable efforts, as our sales agents or as agents for theapplicable Forward Purchaser, as applicable, consistent with its normal trading and sales practices for similar transactions and applicable law and regulations and onthe terms and subject to the conditions of the Distribution Agreement, to sell the shares offered as instructed by us and in the cas