US-based CareTrust REIT, Inc. has launched an underwritten public offering of 17 million shares of common stock through forward sale agreements, with an additional 2.55 million shares available under an option granted to the underwriters. BofA Securities, Morgan Stanley, J.P. Morgan and Wells Fargo Securities are acting as book-running managers. The company expects to receive the net proceeds when the forward sale agreements are settled, with the funds intended for general corporate purposes, including potential property acquisitions, investments and debt repayment.
CareTrust REIT, Inc. has commenced an underwritten public offering of 17 million shares of common stock, as the US-based healthcare property investor seeks to maintain funding flexibility for its growth and capital allocation plans. The offering, announced on 11 November 2026, is being conducted in connection with forward sale agreements that the company expects to enter into with financial institutions.
BofA Securities, Morgan Stanley, J.P. Morgan and Wells Fargo Securities have been appointed as book-running managers for the transaction. The underwriters are expected to receive a 30-day option to purchase up to an additional 2.55 million shares. If exercised in full, the total number of shares covered by the offering could increase to 19.55 million.
The offering is structured through forward sale arrangements with Bank of America and Morgan Stanley, or their respective affiliates, acting as forward purchasers. Under the proposed structure, the forward purchasers or their affiliates are expected to borrow shares from third parties and sell them to the underwriters. This arrangement allows the company to establish the offering while deferring the delivery of the corresponding shares under the forward agreements.
CareTrust REIT will not initially receive proceeds from the sale of shares by the forward purchasers. Instead, the company expects to receive the net proceeds when the forward sale agreements are physically settled. It anticipates completing the settlement within approximately one year from the date of the relevant prospectus supplement, subject to the terms of the agreements.
The company also retains the option to elect cash or net share settlement under the forward sale agreements. If the forward purchasers are unable to borrow and deliver the required shares despite commercially reasonable efforts, or if borrowing costs exceed specified thresholds or other conditions are not satisfied, CareTrust may issue and sell the corresponding shares directly to the underwriters.
Once received, the net proceeds are expected to be contributed to CTR Partnership, L.P., CareTrust REIT's operating subsidiary. The funds may be used for general corporate purposes, including future property acquisitions, investments and repayment of outstanding debt. The company has not specified individual acquisitions or investments that will be financed through the proposed offering.
CareTrust REIT is a publicly traded real estate investment trust focused on the ownership, acquisition, development and leasing of skilled nursing facilities, senior housing and other healthcare-related properties. Its portfolio includes long-term net-leased assets across the United States and the United Kingdom, with healthcare operators serving as tenants. The company's growth strategy combines acquisitions with opportunities to expand and improve its existing property portfolio.
The proposed share offering provides the REIT with another source of potential capital to support its investment programme and balance-sheet requirements. However, the final proceeds will depend on the terms of the offering, the exercise of the additional share option and the eventual settlement of the forward agreements.
The offering is subject to market conditions and customary transaction requirements. CareTrust has filed an automatic shelf registration statement with the US Securities and Exchange Commission, and a preliminary prospectus supplement is expected to provide further details of the transaction.
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