CareTrust REIT Inc美股招股说明书(2026-02-18版)

CareTrust REIT, Inc.Common Stock This prospectus supplement relates to our issuance and sale of up to $1,000,000,000 in the aggregate of our common stock from time to time through any of BMO Capital MarketsCorp., 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, Regions Securities LLC, Robert W. Baird & Co. Incorporated and Wells Fargo Securities, LLC (each, a “Sales Agent” and collectively, the “SalesAgents”). Any sales will be made pursuant to the terms of the equity distribution agreement, dated as of February17, 2026 (the “Distribution Agreement”), we have entered into with theSales Agents and Forward Sellers (as defined below) or pursuant to a terms agreement or forward sale agreement 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 equity distributionagreement, dated as of January21, 2025 (the “Prior Distribution Agreement”), was terminated. As of its termination, shares of Common Stock having an aggregate offering price of lessthan $10.0 million were not sold under the Prior Distribution Agreement. In addition, shares of Common Stock having an aggregate offering price of $367.0 million are subject tooutstanding forward sale agreements entered into pursuant to the Prior Distribution Agreement that will remain outstanding following its termination in accordance with the terms of thePrior 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 also enter into one or moreforward sale agreements under separate master forward sale agreements and related supplemental confirmations with one or more of Bank of Montreal, Bank of America, N.A., HuntingtonSecurities, Inc., Jefferies LLC, JPMorgan Chase Bank, National Association, KeyBanc Capital Markets Inc., Raymond James & Associates, Inc., Regions Securities LLC, Royal Bank ofCanada, 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 Forward Purchaser will use commercially reasonable efforts to borrow from third parties and, throughthe relevant Sales Agent, acting as sales agent for such Forward Purchaser (a Sales Agent, in such capacity, each, a “Forward Seller” and collectively, the “Forward Sellers”), sell a numberof shares of our common stock equal to the number of shares of our common stock underlying the particular forward sale agreement. In no event will the aggregate number of shares of ourcommon stock sold through the Sales Agents or Forward Sellers (or directly to the Sales Agents, acting as principals) under the Distribution Agreement, under any terms agreement, andunder any forward sale agreement have an aggregate gross sales price in excess of $1,000,000,000. Unless otherwise expressly stated or the context otherwise requires, references herein tothe “related” or “relevant” Forward Purchaser mean, with respect to any Sales Agent, the affiliate of such Sales Agent that is acting as Forward Purchaser or, if applicable, such Sales Agentacting 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 salesagents, or the Forward Sellers, acting as agents for the applicable Forward Purchaser, may be made by any method permitted by law deemed to be an “at-the-market” offering as defined inRule 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 otherexisting trading market for our common stock or to or through a market maker (which may include block transactions). With our prior consent, the Sales Agents may also sell shares of ourcommon stock in negotiated transactions. Furthermore, under the terms of the Distribution Agreement, we may also sell shares of our common stock to one or more of the Sales Agents asprincipal for its own account at a price agreed upon at the time of sale. If we sell shares to one or more of the Sales Agents as principal, we will enter into a separate terms agreement settingforth 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 specific number or dollaramount of shares of our common stock, but each has agreed to use its commercially reasonable ef