CareTrust REIT, Inc. 8-K

What Happened

• On February 17, 2026 (8‑K filed February 18, 2026), CareTrust REIT, Inc. and its operating partnership entered an Equity Distribution Agreement to launch an at‑the‑market (ATM) program with aggregate capacity of up to $1,000,000,000. The agreement names multiple sales agents and forward purchasers (including BMO, Bank of America, J.P. Morgan, KeyBanc, RBC, Wells Fargo and others). Shares may be sold on the NYSE or other trading venues, in negotiated or block transactions, or by other permitted methods. The shares will be issued under the Company’s Form S‑3 shelf registration (File No. 333‑293536) and related prospectus supplement filed February 17, 2026.

Key Details

• Agreement date: February 17, 2026; 8‑K filed February 18, 2026.
• Program size: up to $1,000,000,000 of common stock under the February 2026 ATM Program.
• Fees: Sales agents’ commissions will not exceed 2.0% of sale price; forward purchasers receive a reduced initial forward sale price (up to 2.0% equivalent).
• Prior ATM terminated; less than $10.0 million remained unsold under the prior program, and $367.0 million of forward sale agreements entered under the prior program remain outstanding.

Why It Matters

• This ATM program gives CareTrust a flexible way to raise equity capital when market conditions are favorable. The company intends to flow net proceeds to its operating partnership for general corporate purposes (including acquisitions, debt repayment and working capital).
• For investors, new share issuance under the ATM or settlement of forward sale agreements can dilute existing ownership and may affect the share count and market supply. The filing also notes that forward sale agreements can be physically settled, cash settled, or net share settled, which can change whether and when CareTrust receives proceeds or may owe cash/shares.