CareTrust REIT, Inc. (NYSE: CTRE) announced it has commenced an underwritten public offering of 10 million shares of common stock through forward sale agreements, according to a company statement.

Wells Fargo Securities and J.P. Morgan are serving as book-running managers for the offering. The underwriters have a 30-day option to purchase up to an additional 1.5 million shares.

The company will enter into separate forward sale agreements with Wells Fargo Securities, LLC and J.P. Morgan Securities LLC or their affiliates. Under these agreements, the forward purchasers are expected to borrow shares from third parties and sell them to underwriters.

CareTrust REIT will not initially receive proceeds from the share sales by forward purchasers. The company expects to physically settle the forward sale agreements within approximately one year from the prospectus supplement date.

Upon settlement of the forward sale agreements, CareTrust REIT intends to contribute net proceeds to CTR Partnership, L.P., its operating subsidiary. The proceeds will be used for general corporate purposes, including potential future acquisitions, investments, or debt repayment.

If forward purchasers cannot deliver shares due to borrowing difficulties or costs exceeding specified thresholds, CareTrust REIT will issue and sell shares directly to underwriters.

The offering is being conducted under an automatic shelf registration statement on Form S-3 that became effective on February 17, 2026. A preliminary prospectus supplement has been filed with the Securities and Exchange Commission.

CareTrust REIT is a self-administered real estate investment trust that owns, acquires, develops and leases healthcare-related properties including skilled nursing and seniors housing facilities across the United States and United Kingdom.