CTRE / CareTrust REIT, Inc. - Depositi SEC, Relazione annuale, dichiarazione di delega

[Signature Page to Forward Confirmation]

Exhibit 1.1 To: CareTrust REIT, Inc. 24901 Dana Point Harbor Dr., Suite A200 Dana Point, CA 92629 Attn: Derek Bunker From: Wells Fargo Bank, National Association 30 Hudson Yards New York, NY 10001-2170 Email: [*] Date: May 20, 2026 Ladies and Gentlemen: The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction to be entered into between We

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2026 CareTrust REIT, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2026 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission File

[Include Dealer specific provisions.]

Exhibit 1.2 To: CareTrust REIT, Inc. 24901 Dana Point Harbor Dr., Suite A200 Dana Point, CA 92629 Attn: Derek Bunker From: JPMorgan Chase Bank, National Association New York Branch 270 Park Avenue New York, New York 10017 Date: May 20, 2026 Ladies and Gentlemen: The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction to be entered into b

[Include Dealer specific provisions.]

Exhibit 1.3 To: CareTrust REIT, Inc. 24901 Dana Point Harbor Dr., Suite A200 Dana Point, CA 92629 Attn: Derek Bunker From: JPMorgan Chase Bank, National Association New York Branch 270 Park Avenue New York, New York 10017 Date: May 18, 2026 Ladies and Gentlemen: The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction to be entered into b

CareTrust REIT, Inc. 12,500,000 Shares Common Stock, par value $0.01 per share UNDERWRITING AGREEMENT

Exhibit 1.1 CareTrust REIT, Inc. 12,500,000 Shares Common Stock, par value $0.01 per share UNDERWRITING AGREEMENT May 18, 2026 Wells Fargo Securities, LLC 500 West 33rd Street, 14th Floor New York, New York 10001 J.P. Morgan Securities LLC 270 Park Avenue, 9th Floor New York, New York 10017 As Forward Sellers and Representatives of the several Underwriters Wells Fargo Bank, National Association 50

[Signature Page to Forward Confirmation]

Exhibit 1.2 To: CareTrust REIT, Inc. 24901 Dana Point Harbor Dr., Suite A200 Dana Point, CA 92629 Attn: Derek Bunker From: Wells Fargo Bank, National Association 30 Hudson Yards New York, NY 10001-2170 Email: [*] Date: May 18, 2026 Ladies and Gentlemen: The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction to be entered into between We

CALCULATION OF FILING FEE TABLE Form S-3 (Form Type) CareTrust REIT, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-3 (Form Type) CareTrust REIT, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2026 CareTrust REIT, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2026 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission File

12,500,000 Shares

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-293536 PROSPECTUS SUPPLEMENT (To prospectus dated February 17, 2026) 12,500,000 Shares   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 separate forward sale agreements with each of Wells Fargo Securities, LLC and

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED MAY 18, 2026

TABLE OF CONTENTS The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed.

CARETRUST REIT, INC. CONSOLIDATED INCOME STATEMENTS (in thousands, except per share data) (Unaudited) For the Three Months Ended March 31, 2026 2025 Revenues: Rental income $ 114,196 $ 71,646 Resident fees and services 3,852 — Interest income from fi

Exhibit 99.1 CareTrust REIT Announces First Quarter 2026 Operating Results; Increases 2026 Guidance Conference Call Scheduled for Friday, May 8, 2026 at 11:00 am ET DANA POINT, Calif., May 7, 2026 (BUSINESS WIRE) - CareTrust REIT, Inc. (NYSE:CTRE) today reported operating results for the quarter ended March 31, 2026, as well as other recent events. For the quarter, CareTrust reported: •Net income

Financial Supplement First Quarter 2026 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statemen

exhibit992-ctreq12026fin Financial Supplement First Quarter 2026 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2026 CareTrust REIT, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2026 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2026 CareTrust REIT, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2026 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

ARS

2025 Annual ReportWhat CareTrust accomplished in 2025 was built upon a firm foundation, a set of values and beliefs that guide how we approach every investment.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2026 CareTrust REIT, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2026 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission File

Calculation of Filing Fee Tables Form S-3 (Form Type) CareTrust REIT, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) CareTrust REIT, Inc.

Calculation of Filing Fee Tables Form S-3 (Form Type) CareTrust REIT, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) CareTrust REIT, Inc.

As filed with the Securities and Exchange Commission on February 17, 2026

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 17, 2026 Registration No.

As filed with the Securities and Exchange Commission on February 17, 2026

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 17, 2026 Registration No.

CARETRUST REIT INC. CTR PARTNERSHIP, L.P., as issuer AND THE GUARANTOR NAMED HEREIN Dated as of , 20 [ ] Senior Debt Securities TABLE OF CONTENTS

Exhibit 4.9 CARETRUST REIT INC. or CTR PARTNERSHIP, L.P., as issuer AND THE GUARANTOR NAMED HEREIN INDENTURE Dated as of , 20 [ ] Trustee Senior Debt Securities TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions. 1 Section 1.2. Other Definitions. 5 Section 1.3. Incorporation by Reference of Trust Indenture Act. 5 Section 1.4. Rules of Constructi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2026 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission

CALCULATION OF FILING FEE TABLE Form 424(b)(5) (Form Type) CareTrust REIT, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 CALCULATION OF FILING FEE TABLE Form 424(b)(5) (Form Type) CareTrust REIT, Inc.

CARETRUST REIT INC. CTR PARTNERSHIP, L.P., as issuer AND THE GUARANTOR NAMED HEREIN Dated as of , 20 [ ] Senior Debt Securities TABLE OF CONTENTS

Exhibit 4.9 CARETRUST REIT INC. or CTR PARTNERSHIP, L.P., as issuer AND THE GUARANTOR NAMED HEREIN INDENTURE Dated as of , 20 [ ] Trustee Senior Debt Securities TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions. 1 Section 1.2. Other Definitions. 5 Section 1.3. Incorporation by Reference of Trust Indenture Act. 5 Section 1.4. Rules of Constructi

CARETRUST REIT INC. CTR PARTNERSHIP, L.P., as issuer AND THE GUARANTOR NAMED HEREIN Dated as of , 20 [ ] Subordinated Debt Securities TABLE OF CONTENTS

Exhibit 4.10 CARETRUST REIT INC. or CTR PARTNERSHIP, L.P., as issuer AND THE GUARANTOR NAMED HEREIN INDENTURE Dated as of , 20 [ ] Trustee Subordinated Debt Securities TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 5 Section 1.3. Incorporation by Reference of Trust Indenture Act 5 Section 1.4. Rules of Constr

CareTrust REIT, Inc. Common Stock

TABLE OF CONTENTS 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 S

CARETRUST REIT INC. CTR PARTNERSHIP, L.P., as issuer AND THE GUARANTOR NAMED HEREIN Dated as of , 20 [ ] Subordinated Debt Securities TABLE OF CONTENTS

Exhibit 4.10 CARETRUST REIT INC. or CTR PARTNERSHIP, L.P., as issuer AND THE GUARANTOR NAMED HEREIN INDENTURE Dated as of , 20 [ ] Trustee Subordinated Debt Securities TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 5 Section 1.3. Incorporation by Reference of Trust Indenture Act 5 Section 1.4. Rules of Constr

CareTrust REIT, Inc. Common Stock, par value $0.01 per share EQUITY DISTRIBUTION AGREEMENT

Exhibit 1.1 CareTrust REIT, Inc. Common Stock, par value $0.01 per share EQUITY DISTRIBUTION AGREEMENT February 17, 2026 BMO Capital Markets Corp. 151 W 42nd Street, 32nd Floor New York, New York 10036 BofA Securities, Inc. One Bryant Park New York, New York 10036 Huntington Securities, Inc. 41 South High Street Columbus, Ohio 43215 Jefferies LLC 520 Madison Avenue New York, New York 10022 J.P. Mo

DESCRIPTION OF CAPITAL STOCK OF CARETRUST REIT, INC.

EXHIBIT 4.4 DESCRIPTION OF CAPITAL STOCK OF CARETRUST REIT, INC. References to “we,” “us” and “our” in this section refer to CareTrust REIT, Inc. The following description summarizes the material provisions of the common stock and preferred stock we may offer, as well as certain provisions of Maryland law and of our charter and bylaws. These descriptions are subject to, and qualified in their enti

CARETRUST REIT, INC. AND CTR PARTNERSHIP, L.P. INCENTIVE AWARD PLAN BASIC RESTRICTED STOCK UNIT AWARD GRANT NOTICE

CARETRUST REIT, INC. AND CTR PARTNERSHIP, L.P. INCENTIVE AWARD PLAN BASIC RESTRICTED STOCK UNIT AWARD GRANT NOTICE (Time/Service-Based) CareTrust REIT, Inc., a Maryland corporation (the “Company”), pursuant to the CareTrust REIT, Inc. and CTR Partnership, L.P. Incentive Award Plan (as it may be amended, the “Plan”), hereby grants to the individual listed below (the “Participant”) an award of Restr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-361

CARETRUST REIT, INC. AND CTR PARTNERSHIP, L.P. INCENTIVE AWARD PLAN BASIC LTIP UNIT AWARD GRANT NOTICE

CARETRUST REIT, INC. AND CTR PARTNERSHIP, L.P. INCENTIVE AWARD PLAN BASIC LTIP UNIT AWARD GRANT NOTICE (Time-Based) CareTrust REIT, Inc., a Maryland corporation (the “Company”), and CTR Partnership, L.P., a Delaware limited partnership (the “Partnership”), pursuant to the CareTrust REIT, Inc. and CTR Partnership, L.P. Incentive Award Plan (as it may be amended, the “Plan”) and the Second Amended a

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT This Second Amendment to Third Amended and Restated Credit and Guaranty Agreement (this “Amendment”) is made as of this 14th day of January, 2026, by and among CTR PARTNERSHIP, L.

CHANGE IN CONTROL AND SEVERANCE AGREEMENT

CHANGE IN CONTROL AND SEVERANCE AGREEMENT THIS CHANGE IN CONTROL AND SEVERANCE AGREEMENT (this “Agreement”) is made and entered into this day of [], 20[] (the “Effective Date”), by and between CareTrust REIT, Inc.

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP CTR PARTNERSHIP, L.P. a Delaware limited partnership

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CTR PARTNERSHIP, L.

Financial Supplement Fourth Quarter 2025 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical stateme

exhibit992-ctreq42025fin Financial Supplement Fourth Quarter 2025 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2026 CareTrust REIT,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2026 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission

CARETRUST REIT, INC. CONSOLIDATED INCOME STATEMENTS (in thousands, except per share data) For the Three Months Ended December 31, For the Twelve Months Ended December 31, 2025 2024 2025 2024 Revenues: Rental income $ 106,250 $ 62,199 $ 368,194 $ 228,

Exhibit 99.1 CareTrust REIT Announces Fourth Quarter & Full Year 2025 Operating Results Conference Call Scheduled for Friday, February 13, 2026 at 1:00 pm ET DANA POINT, Calif., February 12, 2026 (BUSINESS WIRE) - CareTrust REIT, Inc. (NYSE:CTRE) today reported operating results for the quarter and year ended December 31, 2025, as well as other recent events. For the full year 2025, CareTrust repo

CARETRUST REIT, INC. AND CTR PARTNERSHIP, L.P. INCENTIVE AWARD PLAN TSR RESTRICTED STOCK UNIT AWARD GRANT NOTICE

CARETRUST REIT, INC. AND CTR PARTNERSHIP, L.P. INCENTIVE AWARD PLAN TSR RESTRICTED STOCK UNIT AWARD GRANT NOTICE (Performance-Based) CareTrust REIT, Inc., a Maryland corporation (the “Company”), pursuant to the CareTrust REIT, Inc. and CTR Partnership, L.P. Incentive Award Plan (as it may be amended, the “Plan”), hereby grants to the individual listed below (the “Participant”) an award of performa

CARETRUST REIT, INC. AND CTR PARTNERSHIP, L.P. INCENTIVE AWARD PLAN TSR LTIP UNIT AWARD GRANT NOTICE

CARETRUST REIT, INC. AND CTR PARTNERSHIP, L.P. INCENTIVE AWARD PLAN TSR LTIP UNIT AWARD GRANT NOTICE (Performance-Based) CareTrust REIT, Inc., a Maryland corporation (the “Company”), and CTR Partnership, L.P., a Delaware limited partnership (the “Partnership”), pursuant to the CareTrust REIT, Inc. and CTR Partnership, L.P. Incentive Award Plan (as it may be amended, the “Plan”) and the Second Amen

LIST OF SUBSIDIARIES OF CARETRUST REIT, INC.

Exhibit 21.1 LIST OF SUBSIDIARIES OF CARETRUST REIT, INC. Entity Name Jurisdiction of Organization or Formation 1. CareTrust GP, LLC Delaware 2. CTR Partnership, L.P. Delaware 3. CareTrust Capital Corp. Delaware 4. 18th Place Health Holdings LLC Nevada 5. 49th Street Health Holdings LLC Nevada 6. 4th Street Holdings LLC Nevada 7. 51st Avenue Health Holdings LLC Nevada 8. Anson Health Holdings LLC

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP CTR PARTNERSHIP, L.P. a Delaware limited partnership

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CTR PARTNERSHIP, L.

CARETRUST REIT, INC. AND CTR PARTNERSHIP, L.P. INCENTIVE AWARD PLAN BASIC LTIP UNIT AWARD GRANT NOTICE

CARETRUST REIT, INC. AND CTR PARTNERSHIP, L.P. INCENTIVE AWARD PLAN BASIC LTIP UNIT AWARD GRANT NOTICE (Time-Based) CareTrust REIT, Inc., a Maryland corporation (the “Company”), and CTR Partnership, L.P., a Delaware limited partnership (the “Partnership”), pursuant to the CareTrust REIT, Inc. and CTR Partnership, L.P. Incentive Award Plan (as it may be amended, the “Plan”) and the Second Amended a

CARETRUST REIT, INC. AND CTR PARTNERSHIP, L.P. INCENTIVE AWARD PLAN TSR LTIP UNIT AWARD GRANT NOTICE

CARETRUST REIT, INC. AND CTR PARTNERSHIP, L.P. INCENTIVE AWARD PLAN TSR LTIP UNIT AWARD GRANT NOTICE (Performance-Based) CareTrust REIT, Inc., a Maryland corporation (the “Company”), and CTR Partnership, L.P., a Delaware limited partnership (the “Partnership”), pursuant to the CareTrust REIT, Inc. and CTR Partnership, L.P. Incentive Award Plan (as it may be amended, the “Plan”) and the Second Amen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2025 CareTrust REIT,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2025 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2025 CareTrust REIT,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2025 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

CARETRUST REIT, INC. CONSOLIDATED INCOME STATEMENTS (in thousands, except per share data) (Unaudited) For the Three Months Ended September 30, For the Nine Months Ended September 30, 2025 2024 2025 2024 Revenues: Rental income $ 104,265 $ 57,153 $ 26

Exhibit 99.1 CareTrust REIT Announces Third Quarter 2025 Operating Results Conference Call Scheduled for Thursday, November 6, 2025 at 2:00 pm ET SAN CLEMENTE, Calif., November 5, 2025 (BUSINESS WIRE) - CareTrust REIT, Inc. (NYSE:CTRE) today reported operating results for the quarter ended September 30, 2025, as well as other recent events. For the quarter, CareTrust REIT reported: •Net income of

Financial Supplement Third Quarter 2025 Exhibit 99.2 Disclaimers 02 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that

exhibit992-ctreq32025fin Financial Supplement Third Quarter 2025 Exhibit 99.2 Disclaimers 02 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding the following: future financial and financing plans; strategi

CARETRUST REIT, INC. AMENDED AND RESTATED BYLAWS (As amended and restated through October 21, 2025) Article I OFFICES

Exhibit 3.1 CARETRUST REIT, INC. AMENDED AND RESTATED BYLAWS (As amended and restated through October 21, 2025) Article I OFFICES Section 1.Principal Office. The principal office of CareTrust REIT, Inc. (the “Corporation”) in the State of Maryland shall be located at such place as the Board of Directors of the Corporation (the “Board of Directors”) may designate from time to time. Section 2.Additi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2025 CareTrust REIT,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2025 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission F

CareTrust REIT Appoints Gregory K. Stapley to Board of Directors

CareTrust REIT Appoints Gregory K. Stapley to Board of Directors SAN CLEMENTE, Calif.-(BUSINESS WIRE) - CareTrust REIT, Inc. (NYSE:CTRE) (“CareTrust” or the “Company”) announced today the appointment of Greg Stapley to the Company’s Board of Directors (the “Board”), effective January 1, 2026. Mr. Stapley brings a distinguished record of leadership and deep institutional knowledge of the healthcare

CareTrust REIT Announces the Planned Retirement of Bill Wagner and Names Derek Bunker CFO Successor

CareTrust REIT Announces the Planned Retirement of Bill Wagner and Names Derek Bunker CFO Successor SAN CLEMENTE, Calif.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2025 CareTrust REIT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2025 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission

CareTrust REIT, Inc. 20,000,000 Shares Common Stock, par value $0.01 per share UNDERWRITING AGREEMENT

Exhibit 1.1 CareTrust REIT, Inc. 20,000,000 Shares Common Stock, par value $0.01 per share UNDERWRITING AGREEMENT August 12, 2025 J.P. Morgan Securities LLC BofA Securities, Inc. RBC Capital Markets, LLC As Representatives of the several Underwriters c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: CareTrust REIT, Inc., a Maryland corporation (“CareT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2025 CareTrust REIT, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2025 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission Fi

20,000,000 Shares

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-269998 PROSPECTUS SUPPLEMENT (To prospectus dated February 24, 2023) 20,000,000 Shares   CareTrust REIT, Inc. Common Stock We are offering 20,000,000 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 last sa

Calculation of Filing Fee Tables Form 424(b)(5) (Form Type) CareTrust REIT, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form 424(b)(5) (Form Type) CareTrust REIT, Inc.

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED AUGUST 12, 2025

TABLE OF CONTENTS The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Financial Supplement Second Quarter 2025 Exhibit 99.2 Disclaimers 02 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements tha

exhibit992-ctreq22025fin Financial Supplement Second Quarter 2025 Exhibit 99.2 Disclaimers 02 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding the following: future financial and financing plans; strateg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 CareTrust REIT, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission Fil

CARETRUST REIT, INC. CONSOLIDATED INCOME STATEMENTS (in thousands, except per share data) (Unaudited) For the Three Months Ended June 30, For the Six Months Ended June 30, 2025 2024 2025 2024 Revenues: Rental income $ 86,033 $ 55,407 $ 157,679 $ 108,

Exhibit 99.1 CareTrust REIT Announces Second Quarter 2025 Operating Results Conference Call Scheduled for Thursday, August 7, 2025 at 1:00 pm ET SAN CLEMENTE, Calif., August 6, 2025 (BUSINESS WIRE) - CareTrust REIT, Inc. (NYSE:CTRE) today reported operating results for the quarter ended June 30, 2025, as well as other recent events. For the quarter, CareTrust REIT reported: •Investments of $1.1 bi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2025 CareTrust REIT, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2025 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission File

First Amendment to Third Amended and Restated Credit and Guaranty Agreement, dated as of May 30, 2025, by and among CTR Partnership, L.P., as borrower, CareTrust REIT, Inc., as guarantor, CareTrust GP, LLC and the other guarantors named therein and KeyBank National Association, as administrative agent, an issuing lender and swingline lender and the other parties thereto.

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT This First Amendment to Third Amended and Restated Credit and Guaranty Agreement (this “Amendment”) is made as of this 30th day of May, 2025, by and among CTR PARTNERSHIP, L.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2025 CareTrust REIT, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2025 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2025 CareTrust REIT, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2025 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission File

CARETRUST REIT, INC. CONSOLIDATED INCOME STATEMENTS (in thousands, except per share data) (Unaudited) For the Three Months Ended March 31, 2025 2024 Revenues: Rental income $ 71,646 $ 53,502 Interest income from financing receivable 2,807 — Interest

Exhibit 99.1 CareTrust REIT Announces First Quarter 2025 Operating Results Conference Call Scheduled for Friday, May 2, 2025 at 1:00 pm ET SAN CLEMENTE, Calif., May 1, 2025 (BUSINESS WIRE) - CareTrust REIT, Inc. (NYSE:CTRE) today reported operating results for the quarter ended March 31, 2025, as well as other recent events. For the quarter, CareTrust REIT reported: •Planned acquisition of Care RE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2025 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission File N

Financial Supplement First Quarter 2025 Exhibit 99.2 Disclaimers 02 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that

Financial Supplement First Quarter 2025 Exhibit 99.2 Disclaimers 02 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding the following: future financial and financing plans; strategies related to the Company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2025 CareTrust REIT, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2025 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2025 CareTrust REIT, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2025 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Co-operation Agreement, dated March 11, 2025, by and between Care REIT plc, CR United Bidco LTD and CTR Partnership, L.P. (Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on March 11, 2025, is incorporated herein by reference).

Exhibit 10.1 10 Snow Hill London EC1A 2AL T: +44 (0)20 7295 3000 | www.traverssmith.com DATED 11 MARCH 2025 (1)CARE REIT PLC (2)CR UNITED BIDCO LTD (3)CTR PARTNERSHIP, L.P. PROJECT HANOVER CO-OPERATION AGREEMENT CONTENTS Clause Page 1. Definitions and Interpretation 1 2. Publication of the Announcement and the Terms of the Acquisition 9 3. Clearances 10 4. Scheme Document 10 5. Implementation of t

Rule 2.7 Announcement, dated March 11, 2025.

Exhibit 2.1 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE 11 March 2025 RECOMMENDED CASH ACQUISITION of CARE REIT PLC ("CRT plc") by CR United Bidco Ltd ("Bidco"), a who

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2025 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission Fil

CareTrust REIT, Inc. Announces $817 Million Recommended Cash Acquisition of Care REIT plc

Exhibit 99.1 CareTrust REIT, Inc. Announces $817 Million Recommended Cash Acquisition of Care REIT plc March 11, 2025 Conference Call Scheduled for Tuesday, March 11, 2025 at 8:00 a.m. EDT SAN CLEMENTE, Calif.-(BUSINESS WIRE)- CareTrust REIT, Inc. (NYSE: CTRE) (“CareTrust”) announced today that it has reached an agreement with the board of directors of Care REIT plc (LON: CRT) (“Care REIT”) on the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

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Asset Purchase Agreement, dated October 21, 2024.

Execution Version ASSET PURCHASE AGREEMENT by and between THE SELLER PARTIES SET FORTH ON EXHIBIT A and THE PURCHASER PARTIES SET FORTH ON EXHIBIT B Dated as of October 21, 2024 TABLE OF CONTENTS Article I CERTAIN DEFINITIONS.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2025 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission

List of Subsidiaries of CareTrust REIT, Inc.

EXHIBIT 21.1 LIST OF SUBSIDIARIES OF CARETRUST REIT, INC.* 1 CareTrust GP, LLC** 86. Stillhouse Health Holdings LLC 2 CTR Partnership, L.P.** 87. Temple Health Holdings LLC 3 CareTrust Capital Corp.** 88. Tenth East Holdings LLC 4 18th Place Health Holdings LLC 89. Terrace Holdings AZ LLC 5 49th Street Health Holdings LLC 90. Trinity Mill Holdings LLC 6 4th Street Holdings LLC 91. Trousdale Health

CARETRUST REIT, INC. CONSOLIDATED INCOME STATEMENTS (in thousands, except per share data) For the Three Months Ended December 31, For the Twelve Months Ended December 31, 2024 2023 2024 2023 (Unaudited) Revenues: Rental income $ 62,199 $ 53,473 $ 228

Exhibit 99.1 CareTrust REIT Announces Fourth Quarter & Full Year 2024 Operating Results Conference Call Scheduled for Thursday, February 13, 2025 at 1:00 pm ET SAN CLEMENTE, Calif., February 12, 2025 (BUSINESS WIRE) - CareTrust REIT, Inc. (NYSE:CTRE) today reported operating results for the quarter and year ended December 31, 2024, as well as other recent events. For the quarter, CareTrust REIT re

CareTrust REIT, Inc. Policy on Insider Trading

Exhibit 19.1 CareTrust REIT, Inc. Policy on Insider Trading Adopted as of May 14, 2014 Updated as of March 18, 2020 and November 3, 2023 INTRODUCTION In the course of your association with CareTrust REIT, Inc. (the “Company”), you may come into possession of material information about the Company or its securities or about other entities that is not available to the investing public (“material non

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-361

Financial Supplement Fourth Quarter 2024 Exhibit 99.2 Disclaimers 02 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements tha

Financial Supplement Fourth Quarter 2024 Exhibit 99.2 Disclaimers 02 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding the following: future financial and financing plans; strategies related to the Compan

JOINT FILING AGREEMENT

JOINT FILING AGREEMENT The undersigned hereby agree that this Schedule 13G (the “Schedule 13G”) with respect to the common stock of CareTrust REIT, Inc.

Calculation of Filing Fee Tables Form 424(b)(5) (Form Type) CareTrust REIT, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form 424(b)(5) (Form Type) CareTrust REIT, Inc.

CareTrust REIT, Inc. Common Stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) File No. 333-269998 PROSPECTUS SUPPLEMENT (To prospectus dated February 24, 2023) $750,000,000   CareTrust REIT, Inc. Common Stock This prospectus supplement relates to our issuance and sale of up to $750,000,000 in the aggregate of our common stock from time to time through any of BMO Capital Markets Corp., BofA Securities, Inc., Huntington Secur

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2025 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission F

Equity Distribution Agreement, dated January 21, 2025, by and among CareTrust REIT, Inc., CTR Partnership, L.P. and (i) 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, Robert W. Baird & Co. Incorporated and Wells Fargo Securities, LLC and (ii) 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., Royal Bank of Canada, Robert W. Baird & Co. Incorporated and Wells Fargo Bank, National Association, including the form of master forward sale agreement included as Annex A thereto (Exhibit 1.1 to the Company's Current Report on Form 8-K, filed on January 21, 2025, is incorporated herein by reference).

Exhibit 1.1 CareTrust REIT, Inc. Common Stock, par value $0.01 per share EQUITY DISTRIBUTION AGREEMENT January 21, 2025 BMO Capital Markets Corp. 151 W 42nd Street, 32nd Floor New York, New York 10036 BofA Securities, Inc. One Bryant Park New York, New York 10036 Huntington Securities, Inc. 41 South High Street Columbus, Ohio 43215 Jefferies LLC 520 Madison Avenue New York, New York 10022 J.P. Mor

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2024 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission

CareTrust REIT Announces Chief Accounting Officer; SVP Investments Appointment; Promotions

CareTrust REIT Announces Chief Accounting Officer; SVP Investments Appointment; Promotions SAN CLEMENTE, Calif.

Third Amended and Restated Credit and Guaranty Agreement, dated as of December 18, 2024, by and among CTR Partnership, L.P., as borrower, CareTrust REIT, Inc., as guarantor, CareTrust GP, LLC and the other guarantors named therein and KeyBank National Association, as administrative agent, an issuing lender and swingline lender and the other parties thereto (incorporated by reference to Exhibit 10.1 to CareTrust REIT. Inc.’s Current Report on Form 8-K, filed on December 19, 2024).

Exhibit 10.1 THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of December 18, 2024 among CTR PARTNERSHIP, L.P., as Borrower CARETRUST REIT, INC., as REIT Guarantor THE OTHER GUARANTORS PARTY HERETO THE LENDERS FROM TIME TO TIME PARTY HERETO and KEYBANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION as Administrative Agent KEYBANC CAPITAL MARKETS, BMO CAPITAL MARKETS CORP., J

CareTrust REIT Doubles Size of Unsecured Revolver to $1.2 Billion; Announces Agency Upgrade of Bond to Investment Grade; Updates Investment Pipeline

Exhibit 99.1 CareTrust REIT Doubles Size of Unsecured Revolver to $1.2 Billion; Announces Agency Upgrade of Bond to Investment Grade; Updates Investment Pipeline SAN CLEMENTE, Calif.-(BUSINESS WIRE)- CareTrust REIT, Inc. (NYSE:CTRE) announced today that it has renewed and doubled its unsecured revolving credit facility to $1.2 billion. The bank group consisted of Joint Lead Arranger/Administrative

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2024 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission

CTRE / CareTrust REIT, Inc. / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* CareTrust REIT, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 14174T107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

JOINT FILING AGREEMENT

EX-99 2 Rule13DJointFilingAgreement.htm JOINT FILING AGREEMENT JOINT FILING AGREEMENT The undersigned hereby agree that this Schedule 13G (the “Schedule 13G”) with respect to the common stock of CareTrust REIT, Inc. is, and any additional amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) u

CTRE / CareTrust REIT, Inc. / BlackRock, Inc. Passive Investment

SC 13G/A 1 us14174t1079110824.txt us14174t1079110824.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 3) CARETRUST REIT INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 14174T107 - (CUSIP Number) September 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

Underwriting Agreement, dated October 30, 2024, by and among CareTrust REIT, Inc., CTR Partnership, L.P. and Wells Fargo Securities, LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC, on behalf of themselves and as representatives of the several underwriters named in Schedule I thereto.

Exhibit 1.1 CareTrust REIT, Inc. 13,800,000 Shares Common Stock, par value $0.01 per share UNDERWRITING AGREEMENT October 30, 2024 Wells Fargo Securities, LLC BofA Securities, Inc. J.P. Morgan Securities LLC As Representatives of the several Underwriters c/o Wells Fargo Securities, LLC 500 West 33rd Street, 14th Floor New York, New York 10001 Ladies and Gentlemen: CareTrust REIT, Inc., a Maryland

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2024 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission F

13,800,000 Shares

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-269998 PROSPECTUS SUPPLEMENT (To prospectus dated February 24, 2023) 13,800,000 Shares   CareTrust REIT, Inc. Common Stock We are offering 13,800,000 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 last sa

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 CareTrust REIT, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED OCTOBER 30, 2024

TABLE OF CONTENTS The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed.

CARETRUST REIT, INC. CONSOLIDATED INCOME STATEMENTS (in thousands, except per share data) (Unaudited) For the Three Months Ended September 30, For the Nine Months Ended September 30, 2024 2023 2024 2023 Revenues: Rental income $ 57,153 $ 51,218 $ 166

Exhibit 99.1 CareTrust REIT Announces Third Quarter 2024 Operating Results Conference Call Scheduled for Wednesday, October 30, 2024 at 1:00 pm ET SAN CLEMENTE, Calif., October 29, 2024 (BUSINESS WIRE) - CareTrust REIT, Inc. (NYSE:CTRE) today reported operating results for the quarter ended September 30, 2024, as well as other recent events. For the quarter, CareTrust REIT reported: •Investments o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2024 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission F

Financial Supplement Third Quarter 2024 Exhibit 99.2 Disclaimers 02 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that

Financial Supplement Third Quarter 2024 Exhibit 99.2 Disclaimers 02 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding the following: future financial and financing plans; strategies related to the Company

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2024 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission F

Press Release of the Company, dated October 29, 2024

CareTrust REIT Announces Updated Investments Pipeline of $700 Million Including Agreement to Acquire $500 Million Portfolio in Southeast by Year End SAN CLEMENTE, Calif.

CTRE / CareTrust REIT, Inc. / BlackRock, Inc. Passive Investment

SC 13G/A 1 us14174t1079101824.txt us14174t1079101824.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 3) CARETRUST REIT INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 14174T107 - (CUSIP Number) September 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2024 CareTrust REIT, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2024 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission Fi

CareTrust REIT, Inc. Common Stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) File No. 333-269998 PROSPECTUS SUPPLEMENT (To prospectus dated February 24, 2023) $750,000,000   CareTrust REIT, Inc. Common Stock This prospectus supplement relates to our issuance and sale of up to $750,000,000 in the aggregate of our common stock from time to time through any of BMO Capital Markets Corp., BofA Securities, Inc., J.P. Morgan Secu

Equity Distribution Agreement, dated August 29, 2024, by and among CareTrust REIT, Inc., CTR Partnership, L.P. and (i) BMO Capital Markets Corp., BofA Securities, Inc., KeyBanc Capital Markets Inc., J.P. Morgan Securities LLC, Raymond James & Associates, Inc., Robert W. Baird & Co. Incorporated and Wells Fargo Securities, LLC and (ii) Bank of Montreal, Bank of America, N.A., JPMorgan Chase Bank, National Association, KeyBanc Capital Markets Inc., Raymond James & Associates, Inc., Robert W. Baird & Co. Incorporated and Wells Fargo Bank, National Association, including the form of master forward sale agreement included as Annex A thereto (Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed on August 29, 2024, is incorporated herein by reference).

Exhibit 1.1 CareTrust REIT, Inc. Common Stock, par value $0.01 per share EQUITY DISTRIBUTION AGREEMENT August 29, 2024 BMO Capital Markets Corp. 151 W 42nd Street, 32nd Floor New York, New York 10036 BofA Securities, Inc. One Bryant Park New York, New York 10036 J.P. Morgan Securities LLC 383 Madison Avenue, 6th Floor New York, New York 10179 KeyBanc Capital Markets Inc. 127 Public Square, 7th Flo

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 CareTrust REIT, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2024 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission Fil

Financial Supplement Second Quarter 2024 Exhibit 99.2 Disclaimers 02 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements tha

Financial Supplement Second Quarter 2024 Exhibit 99.2 Disclaimers 02 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding the following: future financial and financing plans; strategies related to the Compan

CARETRUST REIT, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (Unaudited) For the Three Months Ended June 30, For the Six Months Ended June 30, 2024 2023 2024 2023 Revenues: Rental income $ 55,407 $ 47,745 $ 108,909

Exhibit 99.1 CareTrust REIT Announces Second Quarter 2024 Operating Results Conference Call Scheduled for Friday, August 2, 2024 at 1:00 pm ET SAN CLEMENTE, Calif., August 1, 2024 (BUSINESS WIRE) - CareTrust REIT, Inc. (NYSE:CTRE) today reported operating results for the quarter ended June 30, 2024, as well as other recent events. For the quarter, CareTrust REIT reported: •Investments of $267.7 mi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2024 CareTrust REIT, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2024 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission File

Calculation of Filing Fee Tables Form 424(b)(5) (Form Type) CareTrust REIT, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form 424(b)(5) (Form Type) CareTrust REIT, Inc.

CareTrust REIT, Inc. Common Stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) File No. 333-269998 PROSPECTUS SUPPLEMENT (To prospectus dated February 24, 2023) $500,000,000   CareTrust REIT, Inc. Common Stock This prospectus supplement relates to our issuance and sale of up to $500,000,000 in the aggregate of our common stock from time to time through any of BMO Capital Markets Corp., BofA Securities, Inc., J.P. Morgan Secu

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2024 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission File N

Common Stock, par value $0.01 per share EQUITY DISTRIBUTION AGREEMENT

Exhibit 1.1 CareTrust REIT, Inc. Common Stock, par value $0.01 per share EQUITY DISTRIBUTION AGREEMENT May 6, 2024 BMO Capital Markets Corp. 151 W 42nd Street, 32nd Floor New York, New York 10036 BofA Securities, Inc. One Bryant Park New York, New York 10036 J.P. Morgan Securities LLC 383 Madison Avenue, 6th Floor New York, New York 10179 KeyBanc Capital Markets Inc. 127 Public Square, 7th Floor C

CARETRUST REIT, INC. CONSOLIDATED INCOME STATEMENTS (in thousands, except per share data) (Unaudited) For the Three Months Ended March 31, 2024 2023 Revenues: Rental income $ 53,502 $ 46,163 Interest and other income 9,568 4,443 Total revenues 63,070

Exhibit 99.1 CareTrust REIT Announces First Quarter 2024 Operating Results Conference Call Scheduled for Friday, May 3, 2024 at 1:00 pm ET SAN CLEMENTE, Calif., May 2, 2024 (BUSINESS WIRE) - CareTrust REIT, Inc. (NYSE:CTRE) today reported operating results for the quarter ended March 31, 2024, as well as other recent events. For the quarter, CareTrust REIT reported: •Investments of $118.8 million

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Financial Supplement First Quarter 2024 Exhibit 99.2 Disclaimers 02 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that

exhibit992-ctreq12024fin Financial Supplement First Quarter 2024 Exhibit 99.2 Disclaimers 02 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding the following: future financial and financing plans; strategi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2024 CareTrust REIT, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2024 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission File N

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2024 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission Fil

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2023 ANNUAL REPORT [Intentionally Left Blank]UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

CTRE / CareTrust REIT, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0532-caretrustreitinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: CareTrust REIT Inc Title of Class of Securities: Common Stock CUSIP Number: 14174T107 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designat

Financial Supplement Fourth Quarter 2023 Exhibit 99.2 Disclaimers 02 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements tha

Financial Supplement Fourth Quarter 2023 Exhibit 99.2 Disclaimers 02 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding the following: future financial and financing plans; strategies related to the Compan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-361

Policy Regarding the Recoupment of Certain Compensation Payments

Exhibit 97.1 CARETRUST REIT, INC. POLICY REGARDING THE RECOUPMENT OF CERTAIN COMPENSATION PAYMENTS In the event CareTrust REIT, Inc. (the “Company”) is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws (including any required accounting restatement to correct an error in previously issue

CARETRUST REIT, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) For the Three Months Ended December 31, For the Twelve Months Ended December 31, 2023 2022 2023 2022 (Unaudited) Revenues: Rental income $ 53,473 $ 47,67

Exhibit 99.1 CareTrust REIT Announces Fourth Quarter & Full Year 2023 Operating Results Conference Call Scheduled for Friday, February 9, 2024 at 1:00 pm ET SAN CLEMENTE, Calif., February 8, 2024 (BUSINESS WIRE) - CareTrust REIT, Inc. (NYSE:CTRE) today reported operating results for the quarter and year ended December 31, 2023, as well as other recent events. For the quarter, CareTrust REIT report

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2024 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission F

CTRE / CareTrust REIT, Inc. / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* CareTrust REIT, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 14174T107 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t

List of Subsidiaries of CareTrust REIT, Inc.

EXHIBIT 21.1 LIST OF SUBSIDIARIES OF CARETRUST REIT, INC.* 1 CareTrust GP, LLC** 59. Mission CCRC LLC 2 CTR Partnership, L.P.** 60. Moenium Holdings LLC 3 CareTrust Capital Corp.** 61. Mountainview Communitycare LLC 4 18th Place Health Holdings LLC 62. Northshore Healthcare Holdings LLC 5 49th Street Health Holdings LLC 63. Oleson Park Health Holdings LLC 6 4th Street Holdings LLC 64. Orem Health

CTRE / CareTrust REIT, Inc. / STATE STREET CORP Passive Investment

SC 13G/A 1 CareTrustREITInc.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 AMENDED FILING CARETRUST REIT INC (NAME OF ISSUER) REIT (TITLE OF CLASS OF SECURITIES) 14174T107 (CUSIP NUMBER) 12/31/2023 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WH

CTRE / CareTrust REIT, Inc. / BlackRock Inc. Passive Investment

SC 13G/A 1 us14174t1079011924.txt us14174t1079011924.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 2) CARETRUST REIT INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 14174T107 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

CARETRUST REIT, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (Unaudited) For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Revenues: Rental income $ 51,218 $ 47,01

Exhibit 99.1 CareTrust REIT Announces Third Quarter 2023 Operating Results Conference Call Scheduled for Friday, November 10, 2023 at 1:00 pm ET SAN CLEMENTE, Calif., November 9, 2023 (BUSINESS WIRE) - CareTrust REIT, Inc. (NYSE:CTRE) today reported operating results for the quarter ended September 30, 2023, as well as other recent events. For the quarter, CareTrust REIT reported: •97.5% of contra

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission F

First Amendment to Second Amended and Restated Credit and Guarantee Agreement, dated as of October 10, 2023, by and among CTR Partnership, L.P., CareTrust REIT, Inc. and KeyBank National Association

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT This First Amendment to Second Amended and Restated Credit and Guaranty Agreement (this “Amendment”) is made as of this 10th day of October, 2023, by and among CTR PARTNERSHIP, L.

CareTrust REIT, Inc. Common Stock, par value $0.01 per share EQUITY DISTRIBUTION AGREEMENT

Exhibit 1.1 CareTrust REIT, Inc. Common Stock, par value $0.01 per share EQUITY DISTRIBUTION AGREEMENT September 15, 2023 BMO Capital Markets Corp. 151 W 42nd Street New York, New York 10036 BofA Securities, Inc. One Bryant Park New York, New York 10036 Capital One Securities, Inc. 201 St. Charles Avenue, Suite 1830 New Orleans, Louisiana 70170 J.P. Morgan Securities LLC 383 Madison Avenue, 6th Fl

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2023 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission

Calculation of Filing Fee Tables Form 424(b)(5) (Form Type) CareTrust REIT, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form 424(b)(5) (Form Type) CareTrust REIT, Inc.

CareTrust REIT, Inc. Common Stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) File No. 333-269998 PROSPECTUS SUPPLEMENT (To prospectus dated February 24, 2023) $500,000,000   CareTrust REIT, Inc. Common Stock This prospectus supplement relates to our issuance and sale of up to $500,000,000 in the aggregate of our common stock from time to time through any of BMO Capital Markets Corp., BofA Securities, Inc., Capital One Secu

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission Fil

CARETRUST REIT, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (Unaudited) For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Revenues: Rental income $ 47,745 $ 46,806 $ 93,908

Exhibit 99.1 CareTrust REIT Announces Second Quarter 2023 Operating Results Conference Call Scheduled for Friday, August 4, 2023 at 1:00 pm ET SAN CLEMENTE, Calif., August 3, 2023 (BUSINESS WIRE) - CareTrust REIT, Inc. (NYSE:CTRE) today reported operating results for the quarter ended June 30, 2023, as well as other recent events. For the quarter, CareTrust REIT reported: •96.7% of contractual ren

Financial Supplement Second Quarter 2023 Exhibit 99.2 Disclaimers 02 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements tha

exhibit992-ctreq22023fin Financial Supplement Second Quarter 2023 Exhibit 99.2 Disclaimers 02 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding the following: future financial and financing plans; strateg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 CareTrust REIT, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission File

Form of Amendment to Change in Control and Severance Agreement

Exhibit 10.1 AMENDMENT TO CHANGE IN CONTROL AND SEVERANCE AGREEMENT THIS AMENDMENT TO CHANGE IN CONTROL AND SEVERANCE AGREEMENT (this “Amendment”) is made and entered into this [ ]th day of [ ], [ ] by and between CareTrust REIT, Inc., a corporation for itself and its several subsidiaries and affiliates (collectively the “Company”), and [ ] (the “Executive”). RECITALS A. Company and Executive have

CARETRUST REIT, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (Unaudited) For the Three Months Ended March 31, 2023 2022 Revenues: Rental income $ 46,163 $ 46,007 Interest and other income 4,443 469 Total revenues 5

Exhibit 99.1 CareTrust REIT Announces First Quarter 2023 Operating Results Conference Call Scheduled for Thursday, May 11, 2023 at 1:00 pm ET SAN CLEMENTE, Calif., May 10, 2023 (BUSINESS WIRE) - CareTrust REIT, Inc. (NYSE:CTRE) today reported operating results for the quarter ended March 31, 2023, as well as other recent events. For the quarter, CareTrust REIT reported: •96.3% of contractual rents

Financial Supplement First Quarter 2023 Exhibit 99.2 Disclaimers 02 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that

exhibit992-ctreq12023fin Financial Supplement First Quarter 2023 Exhibit 99.2 Disclaimers 02 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding the following: future financial and financing plans; strategi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 CareTrust REIT, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2023 CareTrust REIT, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2023 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 ctre2023proxyadditionalmat.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commissio

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As filed with the Securities and Exchange Commission on February 24, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 24, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTE

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) [] COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter)

CareTrust REIT, Inc. Common Stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(2) File No. 333-269998 PROSPECTUS SUPPLEMENT (To prospectus dated February 24, 2023) $500,000,000   CareTrust REIT, Inc. Common Stock This prospectus supplement relates to our issuance and sale of up to $500,000,000 in the aggregate of our common stock from time to time through any of BMO Capital Markets Corp., BofA Securities, Inc., Capital One Secu

Calculation of Filing Fee Tables Form S-3 (Form Type) CareTrust REIT, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) CareTrust REIT, Inc.

Calculation of Filing Fee Tables Form 424(b)(5) (Form Type) CareTrust REIT, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form 424(b)(5) (Form Type) CareTrust REIT, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2023 CareTrust REIT,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2023 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission

CareTrust REIT, Inc. Common Stock, par value $0.01 per share EQUITY DISTRIBUTION AGREEMENT

Exhibit 1.1 CareTrust REIT, Inc. Common Stock, par value $0.01 per share EQUITY DISTRIBUTION AGREEMENT February 24, 2023 BMO Capital Markets Corp. 151 W 42nd Street New York, New York 10036 BofA Securities, Inc. One Bryant Park New York, New York 10036 Capital One Securities, Inc. 201 St. Charles Ave. Ste. 1830 New Orleans, Louisiana 70170 J.P. Morgan Securities LLC 383 Madison Avenue, 6th Floor N

Financial Supplement Fourth Quarter 2022 Exhibit 99.2 Disclaimers 02 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements tha

Financial Supplement Fourth Quarter 2022 Exhibit 99.2 Disclaimers 02 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding the following: future financial and financing plans; strategies related to the Compan

CTRE / Caretrust REIT Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: CareTrust REIT Inc. Title of Class of Securities: REIT CUSIP Number: 14174T107 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13

List of Subsidiaries of CareTrust REIT, Inc.

EXHIBIT 21.1 LIST OF SUBSIDIARIES OF CARETRUST REIT, INC.* 1 CareTrust GP, LLC** 52. Long Beach Health Associates LLC 2 CTR Partnership, L.P.** 53. Lowell Health Holdings LLC 3 CareTrust Capital Corp.** 54. Lowell Lake Health Holdings LLC 4 18th Place Health Holdings LLC 55. Lufkin Health Holdings LLC 5 49th Street Health Holdings LLC 56. Meadowbrook Health Associates LLC 6 4th Street Holdings LLC

Form of TSR Award Agreement (incorporated by reference to Exhibit 10.10 to CareTrust REIT, Inc.’s Annual Report on Form 10-K, filed on February 9, 2023)

Exhibit 10.10 CARETRUST REIT, INC. AND CTR PARTNERSHIP, L.P. TSR AWARD AGREEMENT THIS AGREEMENT is made and entered into effective as of this (the “Grant Date”) by and between CareTrust REIT, Inc. a Delaware corporation and CTR Partnership, L.P., a Delaware limited partnership (collectively, the “Company”), and (“Employee”), pursuant to the CareTrust REIT, Inc. and CTR Partnership, L.P. Incentive

CARETRUST REIT, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) For the Three Months Ended December 31, For the Twelve Months Ended December 31, 2022 2021 2022 2021 (Unaudited) Revenues: Rental income $ 47,675 $ 49,11

Exhibit 99.1 CareTrust REIT Announces Fourth Quarter & Full Year 2022 Operating Results Conference Call Scheduled for Friday, February 10, 2023 at 1:00 pm ET SAN CLEMENTE, Calif., February 9, 2023 (BUSINESS WIRE) - CareTrust REIT, Inc. (NYSE:CTRE) today reported operating results for the quarter and year ended December 31, 2022, as well as other recent events. For the quarter, CareTrust REIT repor

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2023 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission F

Form of Performance-Based Restricted Stock Award Grant Notice (incorporated by reference to Exhibit 10.11 to CareTrust REIT, Inc.’s Annual Report on Form 10-K, filed on February 9, 2023)

Exhibit 10.11 CARETRUST REIT, INC. AND CTR PARTNERSHIP, L.P. INCENTIVE AWARD PLAN PERFORMANCE-BASED RESTRICTED STOCK AWARD GRANT NOTICE CareTrust REIT, Inc., a Maryland corporation (the "Company"), pursuant to the CareTrust REIT, Inc. and CTR Partnership, L.P. Incentive Award Plan (as it may be amended, the "Plan"), hereby grants to the holder listed below (the "Participant"), an award of the numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-361

CTRE / Caretrust REIT Inc / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CareTrust REIT, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 14174T107 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

CTRE / Caretrust REIT Inc / STATE STREET CORP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 AMENDED FILING CARETRUST REIT INC (NAME OF ISSUER) REIT (TITLE OF CLASS OF SECURITIES) 14174T107 (CUSIP NUMBER) 12/31/2022 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE IS FILED: (X)

CTRE / Caretrust REIT Inc / BlackRock Inc. Passive Investment

SC 13G/A 1 us14174t1079012623.txt us14174t1079012623.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 1) CARETRUST REIT INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 14174T107 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box

CTRE / Caretrust REIT Inc / BlackRock Inc. Passive Investment

CareTrust REIT, Inc. Announces Renewal and Extension of Unsecured Revolver

Exhibit 99.1 CareTrust REIT, Inc. Announces Renewal and Extension of Unsecured Revolver SAN CLEMENTE, Calif., December 19, 2022 (BUSINESS WIRE) ? CareTrust REIT, Inc. (NYSE: CTRE) announced today that it has renewed its unsecured revolving credit facility and extended the maturity date to February 2027. ?We are grateful for the support of our bank group who stepped up during an incredibly challeng

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2022 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission

Second Amended and Restated Credit and Guaranty Agreement, dated as of December 16, 2022 by and among CTR Partnership, L.P., as borrower, CareTrust REIT, Inc., as guarantor, CareTrust GP, LLC and the other guarantors named therein and KeyBank National Association, as administrative agent, an issuing lender and swingline lender and the other parties thereto (incorporated by reference to Exhibit 10.1 to CareTrust REIT, Inc.’s Current Report on Form 8-K filed on December 19, 2022).

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of December 16, 2022 among CTR PARTNERSHIP, L.

CareTrust REIT Announces James Callister to Succeed Mark Lamb as Chief Investment Officer

Exhibit 99.1 CareTrust REIT Announces James Callister to Succeed Mark Lamb as Chief Investment Officer SAN CLEMENTE, Calif., November 28, 2022 (BUSINESS WIRE) ? The Board of Directors of CareTrust REIT, Inc. (NYSE:CTRE) announced today the appointment of James Callister as Chief Investment Officer, to be effective as of December 31, 2022. Mr. Callister will succeed Mark Lamb, who will be leaving t

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2022 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Financial Supplement Third Quarter 2022 Exhibit 99.2 Disclaimers 02 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that

Financial Supplement Third Quarter 2022 Exhibit 99.2 Disclaimers 02 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding our intent, belief or expectations, including, but not limited to, statements regardin

CARETRUST REIT, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (Unaudited) For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Revenues: Rental income $ 47,0

Exhibit 99.1 CareTrust REIT Announces Third Quarter 2022 Operating Results Conference Call Scheduled for Wednesday, November 9, 2022 at 1:00 pm ET SAN CLEMENTE, Calif., November 8, 2022 (BUSINESS WIRE) - CareTrust REIT, Inc. (NYSE:CTRE) today reported operating results for the quarter ended September 30, 2022, as well as other recent events. For the quarter, CareTrust REIT reported: ?93.4% of cont

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2022 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Financial Supplement Second Quarter 2022 Exhibit 99.2 Disclaimers 02 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements tha

Financial Supplement Second Quarter 2022 Exhibit 99.2 Disclaimers 02 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding our intent, belief or expectations, including, but not limited to, statements regardi

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission Fil

CARETRUST REIT, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (Unaudited) For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Revenues: Rental income $ 46,806 $ 47,744

Exhibit 99.1 CareTrust REIT Announces Second Quarter 2022 Operating Results Conference Call Scheduled for Friday, August 5, 2022 at 1:00 pm ET SAN CLEMENTE, Calif., August 4, 2022 (BUSINESS WIRE) - CareTrust REIT, Inc. (NYSE:CTRE) today reported operating results for the quarter ended June 30, 2022, as well as other recent events. For the quarter, CareTrust REIT reported: ?93.9% of contractual ren

CareTrust REIT Announces Changes to the Board of Directors

Exhibit 99.1 CareTrust REIT Announces Changes to the Board of Directors SAN CLEMENTE, Calif., July 1, 2022 (BUSINESS WIRE) - The Board of Directors of CareTrust REIT, Inc. (NYSE:CTRE) today announced the resignation of Greg Stapley as Executive Chair of the Company?s Board of Directors. The Board also announced that Lead Independent Director Diana Laing was appointed to replace Mr. Stapley as Chai

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2022 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-36181 CareTrust REIT, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-36181 CareTrust REIT, Inc. The Nasdaq Global Select Market (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered)

NYSE CERTIFICATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 CARETRUST REIT, INC. (Exact name of registrant a

8-A12B 1 ctre202205118-a.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 —————————— Form 8-A —————————— FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 —————————— CARETRUST REIT, INC. (Exact name of registrant as specified in its charter) —————————— Maryland 46-3999490 (State of incorporatio

CareTrust REIT Announces Transfer to the New York Stock Exchange

Exhibit 99.1 CareTrust REIT Announces Transfer to the New York Stock Exchange SAN CLEMENTE, Calif., May 10, 2022 (GLOBE NEWSWIRE) ? CareTrust REIT, Inc. (Nasdaq:CTRE) today announced the pending transfer of its common stock from the Nasdaq Global Select Market (?Nasdaq?) to the New York Stock Exchange (?NYSE?). The Company expects its common stock to begin trading on the NYSE at market open on May

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2022 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission File

Financial Supplement First Quarter 2022 Exhibit 99.2 Disclaimers 02 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that

Financial Supplement First Quarter 2022 Exhibit 99.2 Disclaimers 02 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding our intent, belief or expectations, including, but not limited to, statements regardin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

CARETRUST REIT, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (Unaudited) For the Three Months Ended March 31, 2022 2021 Revenues: Rental income $ 46,007 $ 45,246 Interest and other income 469 505 Total re

Exhibit 99.1 CareTrust REIT Announces First Quarter 2022 Operating Results Conference Call Scheduled for Friday, May 6, 2022 at 1:00 pm ET SAN CLEMENTE, Calif., May 5, 2022 (GLOBE NEWSWIRE) - CareTrust REIT, Inc. (Nasdaq:CTRE) today reported operating results for the quarter ended March 31, 2022, as well as other recent events. For the quarter, CareTrust REIT reported: ?95% of contractual rents co

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2022 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission File N

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2022 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 ctre2022proxy.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission only (as permitted by Rule 14a-6(e)(2)) ? Defin

CareTrust REIT Announces Appointment of New Director

Exhibit 99.1 CareTrust REIT Announces Appointment of New Director SAN CLEMENTE, Calif., March 16, 2022 (GLOBE NEWSWIRE) ? The Board of Directors of CareTrust REIT, Inc. (Nasdaq:CTRE) today announced that Allen C. Barbieri has retired as a member of its Board of Directors after six years of service, effective March 10, 2022. The Board also announced the appointment of Careina D. Williams to succeed

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2022 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission Fil

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2022 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission

Financial Supplement Fourth Quarter 2021 Exhibit 99.2 Disclaimers 02 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements tha

Financial Supplement Fourth Quarter 2021 Exhibit 99.2 Disclaimers 02 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding our intent, belief or expectations, including, but not limited to, statements regardi

List of Subsidiaries of CareTrust REIT, Inc.

EXHIBIT 21.1 LIST OF SUBSIDIARIES OF CARETRUST REIT, INC.* 1 CareTrust GP, LLC** 52. Long Beach Health Associates LLC 2 CTR Partnership, L.P.** 53. Lowell Health Holdings LLC 3 CareTrust Capital Corp.** 54. Lowell Lake Health Holdings LLC 4 18th Place Health Holdings LLC 55. Lufkin Health Holdings LLC 5 49th Street Health Holdings LLC 56. Meadowbrook Health Associates LLC 6 4th Street Holdings LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-361

CARETRUST REIT, INC. CONSOLIDATED INCOME STATEMENTS (in thousands, except per share data) For the Three Months Ended December 31, For the Twelve Months Ended December 31, 2021 2020 2021 2020 (Unaudited) Revenues: Rental income $ 49,118 $ 43,605 $ 190

Exhibit 99.1 CareTrust REIT Announces Fourth Quarter & Full Year 2021 Operating Results Conference Call Scheduled for Thursday, February 17, 2022 at 1:00 pm ET SAN CLEMENTE, Calif., February 16, 2022 (GLOBE NEWSWIRE) - CareTrust REIT, Inc. (Nasdaq:CTRE) today reported operating results for the quarter and year ended December 31, 2021, as well as other recent events. For the quarter, CareTrust REIT

CTRE / Caretrust REIT Inc / STATE STREET CORP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 INITIAL FILING CARETRUST REIT INC (NAME OF ISSUER) REIT (TITLE OF CLASS OF SECURITIES) 14174T107 (CUSIP NUMBER) 12/31/2021 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE IS FILED: (X)

CTRE / Caretrust REIT Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: CareTrust REIT Inc. Title of Class of Securities: REIT CUSIP Number: 14174T107 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13

CTRE / Caretrust REIT Inc / BlackRock Inc. Passive Investment

us14174t1079012722.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 2) CARETRUST REIT INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 14174T107 - (CUSIP Number) December 31, 2021 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

CTRE / Caretrust REIT Inc / BlackRock Inc. Passive Investment

us14174t1079012622.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 1) CARETRUST REIT INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 14174T107 - (CUSIP Number) December 31, 2021 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2021 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission F

CareTrust REIT Announces David Sedgwick to Succeed Greg Stapley as Chief Executive Officer

Exhibit 99.1 CareTrust REIT Announces David Sedgwick to Succeed Greg Stapley as Chief Executive Officer SAN CLEMENTE, Calif., December 10, 2021 (GLOBE NEWSWIRE) ? The Board of Directors of CareTrust REIT, Inc. (Nasdaq:CTRE) today announced the appointment of David Sedgwick as Chief Executive Officer, to be effective as of January 1, 2022. Mr. Sedgwick will succeed founding Chairman and CEO Greg St

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2021 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Exhibit 99.2 Disclaimers CONTACT INFORMATION 04 05 06 07-13 14-23 24-25 Greg Stapley - Chairman & Chief Executive Officer Dave Sedgwick – President & Chief Operating Officer Bill Wagner - Chief Financial Officer Mark Lamb - Chief Investment Officer G

Exhibit 99.2 Disclaimers CONTACT INFORMATION 04 05 06 07-13 14-23 24-25 Greg Stapley - Chairman & Chief Executive Officer Dave Sedgwick ? President & Chief Operating Officer Bill Wagner - Chief Financial Officer Mark Lamb - Chief Investment Officer Greg Stapley - Chairman Diana Laing Jon Kline Allen Barbieri Spencer Plumb Baird ? Amanda Sweitzer | (414) 298-1706 Barclays - Steve Valiquette | (212)

CARETRUST REIT, INC. CONDENSED CONSOLIDATED INCOME STATEMENTS (in thousands, except per share data) (Unaudited) For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2021 2020 Revenues: Rental income $ 48,087 $ 45

Exhibit 99.1 CareTrust REIT Announces Third Quarter 2021 Operating Results Conference Call Scheduled for Monday, November 8, 2021 at 2:00 pm ET SAN CLEMENTE, Calif., November 8, 2021 (GLOBE NEWSWIRE) - CareTrust REIT, Inc. (Nasdaq:CTRE) today reported operating results for the quarter ended September 30, 2021, as well as other recent events. For the quarter, CareTrust REIT reported: ?96.2% of cont

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2021 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission Fil

Supplement Second Quarter 2021 Exhibit 99.2 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical stat

Supplement Second Quarter 2021 Exhibit 99.2 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding our intent, belief or expectations, including, but not limited to, statements regarding future financial and f

CARETRUST REIT, INC. CONDENSED CONSOLIDATED INCOME STATEMENTS (in thousands, except per share data) (Unaudited) For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Revenues: Rental income $ 47,744 $ 42,507 $ 92,9

Exhibit 99.1 CareTrust REIT Announces Second Quarter 2021 Operating Results Conference Call Scheduled for Friday, August 6, 2021 at 1:00 pm ET SAN CLEMENTE, Calif., August 5, 2021 (GLOBE NEWSWIRE) - CareTrust REIT, Inc. (Nasdaq:CTRE) today reported operating results for the quarter ended June 30, 2021, as well as other recent events. For the quarter, CareTrust REIT reported: ?100% of contractual r

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2021 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission File

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2021 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission File

Indenture, dated as of June 17, 2021, among CTR Partnership, L.P. and CareTrust Capital Corp., as Issuers, CareTrust REIT, Inc., the other guarantors named therein, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the CareTrust REIT, Inc.’s Current Report on Form 8-K, filed on June 17, 2021).

CTR PARTNERSHIP, L.P. and CARETRUST CAPITAL CORP., as Issuers, CARETRUST REIT, INC., as Parent and a Guarantor, CARETRUST GP, LLC, as General Partner and a Guarantor, the other GUARANTORS named herein, as Guarantors, AND WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of June 17, 2021 3.875% Senior Notes due 2028 TABLE OF CONTENTS Page Article 1 DEFINITIONS AND OTHER PROVISION

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2021 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission File

CareTrust REIT, Inc. Announces Pricing of $400 Million in Senior Notes due 2028

Exhibit 99.1 CareTrust REIT, Inc. Announces Pricing of $400 Million in Senior Notes due 2028 San Clemente, CA, June 3, 2021 ? CareTrust REIT, Inc. (Nasdaq: CTRE) (?CareTrust REIT?) announced today that its wholly owned subsidiaries CTR Partnership, L.P. and a corporate co-issuer, CareTrust Capital Corp. (together, the ?Issuers?), priced their private offering of $400 million aggregate principal am

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2021 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission File

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2021 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission File

CareTrust REIT, Inc. Announces Offering of $400 Million in Senior Notes due 2028

Exhibit 99.1 CareTrust REIT, Inc. Announces Offering of $400 Million in Senior Notes due 2028 San Clemente, CA, June 1, 2021 ? CareTrust REIT, Inc. (Nasdaq: CTRE) (?CareTrust REIT?) announced today that its wholly owned subsidiaries CTR Partnership, L.P. and a corporate co-issuer, CareTrust Capital Corp. (together, the ?Issuers?), intend to offer, subject to market and other conditions, $400 milli

EXHIBIT 99.2EXHIBIT 99.2EXHIBIT 99.EXHIBIT 99.2EXHIBIT 9.2EXHIBIT 99.2 Camarillo Senior Living (Camarillo, CA) E I IT 99.2 2 Disclaimers This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Refor

EXHIBIT 99.2EXHIBIT 99.2EXHIBIT 99.EXHIBIT 99.2EXHIBIT 9.2EXHIBIT 99.2 Camarillo Senior Living (Camarillo, CA) E I IT 99.2 2 Disclaimers This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding our intent, belie

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

CARETRUST REIT, INC. CONDENSED CONSOLIDATED INCOME STATEMENTS (in thousands, except per share data) (Unaudited) For the Three Months Ended March 31, 2021 2020 Revenues: Rental income $ 45,246 $ 42,464 Independent living facilities — 625 Interest and

Exhibit 99.1 CareTrust REIT Announces First Quarter 2021 Operating Results Conference Call Scheduled for Friday, May 7, 2021 at 12:00 pm ET SAN CLEMENTE, Calif., May 6, 2021 (GLOBE NEWSWIRE) - CareTrust REIT, Inc. (Nasdaq:CTRE) today reported operating results for the quarter ended March 31, 2021, as well as other recent events. For the quarter, CareTrust REIT reported: ?100% of contractual rents

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2021 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission File N

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2021 CareTrust REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36181 46-3999490 (State or other jurisdiction of incorporation) (Commission Fil