CareTrust REIT Files 8-K: Financials & Other Events

TL;DR

CareTrust REIT dropped an 8-K on Nov 1st - check it for financial updates & other key events.

AI Summary

On November 1, 2024, CareTrust REIT, Inc. filed an 8-K report. The filing primarily concerns "Other Events" and "Financial Statements and Exhibits," indicating updates or disclosures related to the company's financial status and significant occurrences. No specific dollar amounts or new material events were detailed in the provided excerpt.

Why It Matters

This filing provides investors with timely updates on CareTrust REIT's financial condition and any significant events that may impact its operations or stock value.

Risk Assessment

Risk Level: low — The filing is a standard 8-K report for 'Other Events' and 'Financial Statements and Exhibits' without immediate indication of significant negative developments.

Key Players & Entities

• CareTrust REIT, Inc. (company) — Registrant
• November 1, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — f the Company's common stock, par value $0.01 per share (the "Common Stock"), at an i
• $32 — ), at an initial price to the public of $32 per share (the "Purchase Price"). The C

Filing Documents

• ny20037824x3_8k.htm (8-K) — 22KB
• ny20037824x3_ex1-1.htm (EX-1.1) — 202KB
• ny20037824x3_ex5-1.htm (EX-5.1) — 28KB
• ny20037824x3_logo.jpg (GRAPHIC) — 12KB
• 0001140361-24-045002.txt ( ) — 446KB
• ctre-20241101.xsd (EX-101.SCH) — 4KB
• ctre-20241101_lab.xml (EX-101.LAB) — 20KB
• ctre-20241101_pre.xml (EX-101.PRE) — 14KB
• ny20037824x3_8k_htm.xml (XML) — 4KB

01

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

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 1.1 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. 5.1 Opinion of DLA Piper LLP (US). 23.1 Consent of DLA Piper LLP (US) (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the inline XBRL document).

SIGNATURES

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. CARETRUST REIT, INC. By: /s/ William M. Wagner Name: William M. Wagner Title: Chief Financial Officer and Treasurer Date: November 1, 2024

View Full Filing

View this 8-K filing on SEC EDGAR