Underwriting Agreement Form 8 K

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)

Registrant's telephone number, including area code (949) 542-3130

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec. 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec. 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act: ☐

Item 8.01

Other Events

On October 30, 2024, CareTrust REIT, Inc. (the "Company") and its operating partnership, CTR Partnership, L.P., entered into an underwriting agreement (the "Underwriting Agreement") with 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 (collectively, the "Underwriters"), pursuant to which the Company agreed to sell, and the Underwriters agreed to purchase, 13,800,000 shares (the "Firm Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock"), at an initial price to the public of $32 per share (the "Purchase Price"). The Company also granted the Underwriters a 30-day option to purchase up to an additional 2,070,000 shares of Common Stock (the "Option Shares" and, together with the Firm Shares, the "Shares") at the Purchase Price. The Underwriters exercised their option to purchase the Option Shares in full on October 31, 2024.

The Company issued and delivered the Shares on November 1, 2024.

The offering of the Shares was made pursuant to the Company's automatic shelf registration statement on Form S-3 (File No. 333-269998), filed by the Company with the Securities and Exchange Commission (the "SEC") on February 24, 2023, a base prospectus, dated February 24 2023, included as part of the registration statement, and the final prospectus supplement, dated October 30, 2024, filed by the Company with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on October 31, 2024.

The Company is filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of DLA Piper LLP (US) regarding certain matters of Maryland law, including the validity of the Shares issued and sold in the offering.

The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:

November 1, 2024