424B5 1 ny20065014x2_424b5.htm 424B5

Filed Pursuant to Rule 424(b)(5)

File No. 333-293536

PROSPECTUS SUPPLEMENT

(To prospectus dated February 17, 2026)

$1,000,000,000

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 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, Regions Securities 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 February 17, 2026 (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 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 distribution agreement, dated as of January 21, 2025 (the “Prior Distribution Agreement”), was terminated. As of its termination, shares of Common Stock having an aggregate offering price of less than $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 to outstanding forward sale agreements entered into pursuant to the Prior Distribution Agreement that will remain outstanding following its termination in accordance with the terms of 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 also enter into one or more forward 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., Huntington Securities, Inc., Jefferies LLC, JPMorgan Chase Bank, National Association, KeyBanc Capital Markets Inc., Raymond James & Associates, Inc., Regions Securities LLC, 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 Forward Purchaser will use commercially reasonable efforts to borrow from third parties and, through the 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 number of 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 our common 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, and under 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 to the “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 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 be an “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 include block transactions). With our prior consent, the Sales Agents may also sell shares of our common 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 as principal 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 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 specific number 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 the applicable Forward Purchaser, as applicable, consistent with its normal trading and sales practices for similar transactions and applicable law and regulations and on the terms and subject to the conditions of the Distribution Agreement, to sell the shares offered as instructed by us and in the case of sales in connection with a forward sale agreement, as agreed by the relevant Forward Seller and Forward Purchaser. There is no arrangement for shares to be received in an escrow, trust or similar arrangement. The shares of our common stock offered and sold through the Sales Agents, as our sales agents, or Forward Sellers, as agents for the applicable Forward Purchaser, pursuant to this prospectus supplement and the accompanying prospectus will be offered and sold through only one Sales Agent or Forward Seller on any given day.

The offering of shares of common stock pursuant to the Distribution Agreement will terminate upon the earlier of (i) the issuance and sale of shares of our common stock subject to the Distribution Agreement, any terms agreement, and any forward sale agreement having an aggregate gross offering price of $1,000,000,000 and (ii) the termination of the Distribution Agreement in accordance with its terms.

We will pay each Sales Agent a commission at a mutually agreed rate that will not exceed, but may be lower than, 2.0% of the sales price of all of the common stock sold through it as our Sales Agent under the Distribution Agreement.

In connection with any forward sale agreement, we will pay the relevant Forward Purchaser, in the form of a reduced initial forward sale price under the related forward sale agreement, commissions at a mutually agreed rate that will not exceed 2.0% of the volume-weighted average price at which the affiliated Forward Seller sells borrowed shares of common stock during the forward hedge selling period applicable to a forward sale agreement. We intend to use the net proceeds from any sales under this prospectus supplement as described under the heading “Use of Proceeds” in this prospectus supplement.

The net proceeds we receive from the sale of our common stock through a Sales Agent on our behalf pursuant to the Distribution Agreement or to a Sales Agent acting as a principal will be the gross proceeds received from such sales less the compensation paid to the Sales Agents and any other costs we may incur in issuing and/or selling the shares of our common stock; provided, however, that we will not initially receive any proceeds from the sale of shares of our common stock by any Forward Seller. We expect to physically settle each forward sale agreement (by the delivery of shares of our common stock) and receive proceeds from the sale of those shares of our common stock upon one or more settlement dates under the forward sale agreement no later than the date that is specified in the applicable forward sale agreement. We may also elect to cash settle or net share settle all or a portion of our obligations under any forward sale agreement if we conclude that it is in our interest to do so, provided that certain conditions in the forward sale agreement are satisfied. If we elect to cash settle any forward sale agreement, we may not receive any proceeds, and we may owe cash to the relevant Forward Purchaser in certain circumstances. If we elect to net share settle any forward sale agreement, we will not receive any proceeds, and we may owe shares of our common stock to the relevant Forward Purchaser in certain circumstances. See “Plan of Distribution.”

Our common stock trades on The New York Stock Exchange (“NYSE”) under the symbol “CTRE”. On February 13, 2026 the last sale price of our common stock as reported on the NYSE was $40.01 per share.

We elected to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning with our taxable year ended December 31, 2014. We believe that we have been organized and have operated, and we intend to continue to operate, in a manner to qualify for taxation as a REIT. To assist us in maintaining REIT status, among other purposes, our Articles of Amendment and Restatement (as amended, our “charter”) contain certain restrictions relating to the ownership and transfer of our stock, including provisions generally restricting a stockholder from owning more than 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of our common stock, and generally restricting a stockholder from owning more than 9.8% in value of the outstanding shares of all classes or series of our capital stock. See “Description of Capital Stock—Restrictions on Transfer and Ownership of CareTrust REIT Stock” in the accompanying prospectus.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page S-6 of this prospectus supplement and page 2 of the accompanying prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.


BMO Capital Markets	Baird	BofA Securities	Huntington Capital Markets
Jefferies	J.P. Morgan		KeyBanc Capital Markets
M&T Securities	Raymond James	RBC Capital Markets	Regions Securities LLC
Wells Fargo Securities

Prospectus Supplement dated February 17, 2026


			Page
ABOUT THIS PROSPECTUS SUPPLEMENT			S-iii
MARKET AND INDUSTRY DATA			S-iii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			S-iv
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			S-vi
PROSPECTUS SUPPLEMENT SUMMARY			S-1
RISK FACTORS			S-6
USE OF PROCEEDS			S-12
PLAN OF DISTRIBUTION			S-13
LEGAL MATTERS			S-17
EXPERTS			S-17
WHERE YOU CAN FIND MORE INFORMATION			S-17


ABOUT THIS PROSPECTUS			ii
WHERE YOU CAN FIND MORE INFORMATION			iii
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			iv
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			v
CARETRUST REIT AND THE OPERATING PARTNERSHIP			1
RISK FACTORS			2
SUBSIDIARY ISSUER AND GUARANTOR DISCLOSURES			3
USE OF PROCEEDS			5
DESCRIPTION OF CAPITAL STOCK			6
DESCRIPTION OF WARRANTS			17
DESCRIPTION OF RIGHTS			19
DESCRIPTION OF UNITS			20
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES OF DEBT SECURITIES			21
U.S. FEDERAL INCOME TAX CONSIDERATIONS			24
SELLING SECURITYHOLDERS			42
PLAN OF DISTRIBUTION			43
LEGAL MATTERS			45
EXPERTS			45


(in thousands)			As of December 31, 2025
Assets:
Cash and cash equivalents			$159,343
Other assets			2,414,686
Intercompany receivables from non-guarantor subsidiaries			649,032
Total assets			$3,223,061

Liabilities:
Senior unsecured notes payable, net⁽¹⁾			$397,816
Senior unsecured term loan, net⁽¹⁾			496,404
Other liabilities			148,136
Total liabilities			$1,042,356


(in thousands)			Year Ended December 31, 2025
Total revenues			$217,742
Total expenses			128,892
Total gain			51,739
Net income			$140,589

Net intercompany interest income			$26,009

SEC Form 424B5 filed by CareTrust REIT Inc.