CareTrust REIT美股招股说明书(2026-05-20版)

CareTrust REIT, Inc.Common Stock We are offering 12,500,000 shares of our common stock, par value $0.01 per share (our “common stock”). We expect to enter into separateforward sale agreements with each of Wells Fargo Securities, LLC and J.P. Morgan Securities LLC (or their respective affiliates), whom we referto in such capacity as the forward purchasers. In connection with the forward sale agreements, the forward purchasers (or their respectiveaffiliates) are expected to borrow from third parties and to sell to the underwriters an aggregate of 12,500,000 shares of our common stock thatwill be sold in this offering (or an aggregate of 14,375,000 shares of common stock if the underwriters’ option to purchase additional shares ofcommon stock is exercised in full). We will not initially receive any proceeds from the sale of shares of our common stock by the forwardpurchasers (or their respective affiliates). We expect to physically settle the forward sale agreements and receive proceeds, subject to certainadjustments, from the sale of those shares of our common stock upon one or more forward settlement dates, which we anticipate will be withinapproximately one year from the date of this prospectus supplement. We may also elect to cash settle or net share settle all or a portion of ourobligations under a forward sale agreement if we conclude it is in our best interest to do so. If we elect to cash settle a forward sale agreement,then we may not receive any proceeds and may owe cash to the relevant forward purchaser in certain circumstances. If we elect to net share settlea forward sale agreement, then we will not receive any proceeds and may owe shares of our common stock to the relevant forward purchasers incertain circumstances. See “Underwriting—Forward Sale Agreements” in this prospectus supplement. If the forward purchasers (or their respective affiliates) do not deliver and sell all of the shares of our common stock to be delivered and soldby them to the underwriters, we will issue and sell to the underwriters a number of shares of our common stock equal to the number of shares ofour common stock that the forward purchasers (or their respective affiliates) do not deliver and sell, and the number of shares underlying therelevant forward sale agreement will be decreased by the number of shares that we issue and sell. Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “CTRE.” The last sale price for our commonstock on May18, 2026, as reported on the NYSE, was $41.52 per share. To assist us in maintaining our status as a real estate investment trust (“REIT”), among other purposes, our Articles of Amendment andRestatement, as amended (our “charter”), contain certain restrictions relating to the ownership and transfer of our stock, including provisionsgenerally restricting a stockholder from owning more than 9.8% in value or in number of shares, whichever is more restrictive, of the outstandingshares of our common stock, and generally restricting a stockholder from owning more than 9.8% in value of the outstanding shares of all classesor series of our capital stock. See “Description of Capital Stock—Restrictions on Transfer and Ownership of CareTrust REIT Stock” in theaccompanying prospectus. Investing in our common stock involves risks. See “Risk Factors” beginning on page S-7of this prospectus supplement and page2ofthe accompanying prospectus and the risk factors described in our Annual Report on Form10-K for the year ended December31, 2025,which is incorporated by reference into this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation tothe contrary is a criminal offense. The underwriters have agreed to purchase shares of our common stock at a price of $40.225 per share, which will result in approximately$502.8 million of proceeds to us before expenses, subject to certain adjustments, assuming full physical settlement of the forward sale agreements.The underwriters may offer the shares of our common stock from time to time for sale in one or more transactions on the NYSE, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing marketprices or at negotiated prices. For the purposes of calculating the aggregate proceeds to us before expenses, we have assumed that the forward saleagreements will be fully physically settled based on a forward sale price equal to the initial forward sale price of $40.225 per share, which is theprice to be paid to the forward purchasers (or their respective affiliates) by the underwriters. The forward sale price is subject to adjustmentpursuant to the terms of the forward sale agreements, and the actual proceeds, if any, to