CareTrust REIT Inc美股招股说明书(2025-08-12版)

TABLE OF CONTENTS The information in this preliminary prospectus supplement and the accompanying prospectusis not complete and may be changed. This preliminary prospectus supplement and theaccompanying prospectus are not an offer to sell these securities and are not soliciting an offerto buy these securities in any jurisdiction where the offer or sale thereof is not permitted. Filed Pursuant to Rule424(b)(5)Registration No. 333-269998 PROSPECTUS SUPPLEMENT(To prospectus dated February24, 2023) 15,500,000 Shares CareTrust REIT, Inc.Common Stock We are offering 15,500,000 shares of our common stock, par value $0.01 per share (our “common stock”). Our common stock is traded on the New York Stock Exchange (“NYSE) under the symbol “CTRE.” The lastsale price for our common stock on August 11, 2025, as reported on the NYSE, was $32.87 per share. To assist us in maintaining our status as a real estate investment trust (“REIT”), among other purposes, ourArticles of Amendment and Restatement, as amended (our “charter”), contain certain restrictions relating to theownership and transfer of our stock, including provisions generally restricting a stockholder from owning morethan 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of ourcommon stock, and generally restricting a stockholder from owning more than 9.8% in value of the outstandingshares of all classes or series of our capital stock. See “Description of Capital Stock—Restrictions on Transferand Ownership of CareTrust REIT Stock” in the accompanying prospectus. Investing in our common stock involves risks. See “Risk Factors” beginning on page S-6of thisprospectus supplement and page2of the accompanying prospectus and the risk factors described in ourAnnual Report on Form10-K for the year ended December31, 2024 and Quarterly Report on Form10-Qfor the quarter ended March31, 2025, which are incorporated by reference into this prospectussupplement. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined that this prospectus supplement or the accompanyingprospectus is accurate or complete. Any representation to the contrary is a criminal offense. The underwriters may also purchase up to an additional 2,325,000 shares of common stock from us, at thepublic offering price, less the underwriting discount, within 30 days from the date of this prospectus supplement. Delivery of the shares of common stock is expected to be made in New York, New York on or about, 2025. Joint Book-Running Managers TABLE OF CONTENTS You should rely only on the information contained or incorporated by reference in this prospectus supplementor the accompanying prospectus and, if applicable, any free writing prospectus that we have authorized for use inconnection with this offering. We have not, and the underwriters have not, authorized anyone to provide you withdifferent or additional information. We and the underwriters take no responsibility for, and can provide no assuranceas to the reliability of, any other information that others may give you. If anyone provides you with different orinconsistent information, you should not rely on it. You should assume that the information contained orincorporated by reference in this prospectus supplement, the accompanying prospectus and any free writingprospectus that we have authorized for use in connection with this offering is accurate only as of the date on itsrespective cover, and that any information we have incorporated by reference is accurate only as of the date of thedocument incorporated by reference, unless we indicate otherwise. Our business, financial condition, results ofoperations and prospects may have changed since those dates. We are not, and the underwriters are not, making an offer to sell the securities described in this prospectussupplement in any jurisdiction in which an offer or solicitation is not authorized or in which the person making suchoffer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation.Neither this prospectus supplement nor the accompanying prospectus constitutes an offer, or an invitation on ourbehalf or on behalf of the underwriters or any agents, to subscribe for and purchase any of the securities and may notbe used for or in connection with any offer or solicitation by anyone, in any jurisdiction in which such an offer orsolicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-iiiMARKET AND INDUSTRY DATAS-iiiCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-ivINCORPORATION OF CERTAIN INFORMATION BY REFERENCES-viPROSPECTUS SUPPLEMENT SUMMARYS-1RISK FACTORSS-6USE OF PROCEEDSS-9SUPPLEMENTAL U.S. FEDERAL INCOME TAX CONSIDERATIONSS-10UNDERWRITINGS-12LEGAL MATTERSS-16EXPERTSS-16