CareTrust REIT, Inc. (NYSE: CTRE) (“CareTrust REIT” or the “Company”) announced the pricing of its upsized underwritten public offering of 13,800,000 shares of common stock at a price to the public of $32.00 per share. The offering is expected to close on November 1, 2024, subject to customary closing conditions. In connection with the offering, the Company has granted the underwriters a 30-day option to purchase up to an additional 2,070,000 shares of common stock.

The Company intends to contribute the net proceeds to CTR Partnership, L.P., its operating partnership, which will in turn use the proceeds from this offering to fund new investments, including to acquire 31 skilled nursing facilities through a joint venture arrangement.

Wells Fargo Securities, BofA Securities and J.P. Morgan are acting as joint lead book-running managers for the offering. BMO Capital Markets and KeyBanc Capital Markets are also acting as joint book-running managers for the offering. Huntington Capital Markets and Raymond James are acting as co-managers for the offering.

A shelf registration statement (including prospectus) relating to the Company’s common stock was previously filed with the Securities and Exchange Commission and was automatically effective upon filing.

This offering may only be made by means of a prospectus supplement and the accompanying prospectus. A copy of the preliminary prospectus supplement relating to this offering was filed with the Securities and Exchange Commission on October 30, 2024, and a final prospectus supplement relating to the offering will be filed with the Securities and Exchange Commission. A copy of the final prospectus supplement, when available, and accompanying prospectus relating to the offering may be obtained from Wells Fargo Securities, LLC, Attn: WFS Customer Service, 608 2nd Avenue South, Suite 1000, Minneapolis, MN 55402 or by telephone at 800-645-3751 or email a request to wfscustomerservice@wellsfargo.com, BofA Securities, Attn: Prospectus Department, 201 North Tryon Street, Charlotte, NC 28255 or email a request to dg.prospectus_requests@bofa.com, or J.P. Morgan Securities LLC c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or email a request to prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. You may also obtain a copy of the preliminary prospectus supplement and accompanying prospectus, without charge, by visiting the SEC’s website at http://www.sec.gov.

About CareTrust REIT^TM

CareTrust REIT is a self-administered, publicly-traded real estate investment trust engaged in the ownership, acquisition, financing, development and leasing of skilled nursing, seniors housing and other healthcare-related properties. With a nationwide portfolio of long-term net-leased properties, and a growing portfolio of quality operators leasing them, CareTrust REIT is pursuing both external and organic growth opportunities across the United States.

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