CareTrust REIT, Inc.

CareTrust REIT owns, finances and leases healthcare properties, including skilled-nursing facilities, senior housing and U.K. care homes. Its returns depend on rental and interest income, operators' ability to pay, and the cost of funding new investments.

Third-quarter results

Normalized funds from operations, or FFO, adjusts reported earnings for real-estate depreciation and selected other items. Normalized funds available for distribution, or FAD, makes further cash-oriented adjustments, including for noncash compensation and straight-line rent. CareTrust reconciles both to reported net income; neither is the cash-flow statement's operating-cash figure.

Operating cash flow was $380.0 million in the first nine months, compared with $273.1 million a year earlier. The quarterly common dividend was 39 cents a share, about 74% of quarterly normalized FAD.

Completed investments and remaining purchases

CareTrust reported approximately $2.9 billion invested in 2026 through November 5 and a remaining pipeline of $1.2 billion. Third-quarter investments totaled $739.5 million, with a blended stabilized yield of 8.3%.

The company agreed to acquire 45 newly built U.K. care homes from LNT Care Developments for approximately £1.1 billion. The first 23 homes were acquired on October 1, 2026 for £552 million, reported as $733 million excluding transaction costs. The remaining 22 homes are expected to close in stages through 2027 for £528 million. The first portion is completed; the whole 45-home transaction is still in progress.

Debt and the November forward offering

In October, CareTrust closed a $700 million unsecured term loan due in 2032 and expanded its revolving credit facility to $2 billion. Its November 5 results update reported $425 million outstanding on the revolver, about $100 million in cash and no scheduled debt maturities before 2028. These figures predate the November forward offering.

The November 13 offering closing covered 19.55 million borrowed shares, including the full underwriters' option, sold at $37.50 each. CareTrust did not initially receive those sale proceeds. It expects to deliver new shares for cash no later than November 12, 2027. At the initial $36 forward price, full delivery would generate $703.8 million before other expenses and subsequent price adjustments. Cash or net-share settlement is also possible under the agreements.

The new shares would add about 7.6% to the 257.7 million shares outstanding on November 10, before other share changes. The earnings effect depends on both settlement timing and the returns on the money invested.

The latest annual outlook

On November 5, CareTrust raised the lower ends of its normalized FFO and FAD forecasts. It projected 2026 net income of $1.50 to $1.51 a share, normalized FFO of $2.08 to $2.09 and normalized FAD of $2.04 to $2.05. The forecast used a weighted-average diluted share count of 240 million and assumed no additional debt or equity issues beyond those already made and no investments beyond those made or announced at that point. It predates the new forward offering.

Our analysis of the forward sale and its cash timing explains how the financing fits the acquisition pipeline.