What changed in this filing

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Item 1. Financial Statements

2025-08-06 compared with 2025-05-01 · 487 added, 229 removed, 570 unchanged (56% of the section changed)

3 unchanged sentences

(in thousands, except share and per share amounts)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Real estate investments, net $ 3,256,024 $ 2,226,740

Financing receivable, at fair value (including accrued interest of $ 905 as of March 31, 2025 and $ 281 as of December 31, 2024)

Financing receivable, at fair value (including accrued interest of $ 1,607 as of June 30, 2025 and $ 281 as of December 31, 2024)

97,330 96,004

Other real estate related investments (including accrued interest of $ 6,005 as of March 31, 2025 and $ 4,725 as of December 31, 2024)

Other real estate related investments (including accrued interest of $ 4,980 as of June 30, 2025 and $ 4,725 as of December 31, 2024)

840,900 795,203

1 unchanged sentence

Cash and cash equivalents 306,051 213,822

Restricted cash 606,000 —

Accounts and other receivables 2,687 1,174

4 unchanged sentences

Senior unsecured notes payable, net $ 397,371 $ 396,927

Unsecured revolving credit facility 425,000 —

Senior unsecured term loan, net 496,019 —

Secured notes payable 103,005 —

Secured revolving credit facilities 158,985 —

Accounts payable, accrued liabilities and deferred rent liabilities 109,073 56,318

2 unchanged sentences

Commitments and contingencies (Note 14)

Redeemable noncontrolling interest 17,396 18,243

Redeemable noncontrolling interests 20,934 18,243

Preferred stock, $ 0.01 par value;

100,000,000 shares authorized, no shares issued and outstanding as of March 31, 2025 and December 31, 2024

100,000,000 shares authorized, no shares issued and outstanding as of June 30, 2025 and December 31, 2024

Common stock, $ 0.01 par value;

500,000,000 shares authorized, 187,669,948 and 186,993,010 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

500,000,000 shares authorized, 199,746,343 and 186,993,010 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 3,807,882 3,439,117

Cumulative distributions in excess of earnings ( 528,376 ) ( 532,570 )

Accumulated other comprehensive income 19,029 —

Total stockholders’ equity 3,300,532 2,908,417

6 unchanged sentences

(in thousands, except per share amounts)

For the Three Months Ended March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

2025 2024 2025 2024

Rental income $ 86,033 $ 55,407 $ 157,679 $ 108,909

4 unchanged sentences

Interest expense 13,038 8,679 19,707 16,907

Property taxes 2,065 1,801

Property taxes and insurance 2,117 1,976 4,182 3,777

Impairment of real estate investments — 25,711 — 28,455

6 unchanged sentences

Unrealized gain (loss) on other real estate related investments, net 1,968 ( 1,877 ) 3,255 ( 2,489 )

Gain on foreign currency transaction 4,413 — 4,413 —

Total other income (loss) 6,381 ( 1,856 ) 11,544 ( 2,457 )

Income before income tax expense 68,932 10,418 134,125 39,168

Income tax expense ( 1,030 ) — ( 1,030 ) —

Net income 67,902 10,418 133,095 39,168

Net (loss) income attributable to noncontrolling interests ( 609 ) 4

Net loss attributable to noncontrolling interests ( 643 ) ( 340 ) ( 1,252 ) ( 336 )

Net income attributable to CareTrust REIT, Inc.

8 unchanged sentences

CARETRUST REIT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTEREST

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

For the Three Months Ended June 30, For the Six Months Ended June 30,

2025 2024 2025 2024

Net income $ 67,902 $ 10,418 $ 133,095 $ 39,168

Other comprehensive income (loss):

Foreign currency translation 20,175 — 20,175 —

Cash flow hedges ( 1,146 ) — ( 1,146 ) —

Total other comprehensive income 19,029 — 19,029 —

Total comprehensive income 86,931 10,418 152,124 39,168

Total comprehensive loss attributable to noncontrolling interests ( 643 ) ( 340 ) ( 1,252 ) ( 336 )

Comprehensive income attributable to CareTrust REIT, Inc.

$ 87,574 $ 10,758 $ 153,376 $ 39,504

See accompanying notes to condensed consolidated financial statements.

CARETRUST REIT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

(in thousands, except share and per share amounts)

1 unchanged sentence

Capital Cumulative

Distributions in Excess of Earnings Total Stockholders’ Equity Noncontrolling Interests Total

Equity Redeemable Noncontrolling Interest

Distributions in Excess of Earnings Accumulated Other Comprehensive Income Total Stockholders’ Equity Noncontrolling Interests Total

Equity Redeemable Noncontrolling Interests

Shares Amount

9 unchanged sentences

Balance at March 31, 2025 187,669,948 1,877 3,455,256 ( 529,821 ) — 2,927,312 3,469 2,930,781 17,396

Issuance of common stock, net 12,054,683 120 349,600 — — 349,720 — 349,720 —

Vesting of stock-based compensation awards 21,712 — — — — — — — —

Amortization of stock-based compensation — — 3,026 — — 3,026 — 3,026 —

Common dividends ($ 0.335 per share)

— — — ( 67,100 ) — ( 67,100 ) — ( 67,100 ) —

Distributions to noncontrolling interests — — — — — — ( 35 ) ( 35 ) ( 1,220 )

Contributions from noncontrolling interests — — — — — — — — 5,478

Net income (loss) — — — 68,545 — 68,545 77 68,622 ( 720 )

Other comprehensive income — — — — 19,029 19,029 — 19,029 —

Balance at June 30, 2025 199,746,343 $ 1,997 $ 3,807,882 $ ( 528,376 ) $ 19,029 $ 3,300,532 $ 3,511 $ 3,304,043 $ 20,934

See accompanying notes to condensed consolidated financial statements.

CARETRUST REIT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTEREST

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

(in thousands, except share and per share amounts)

1 unchanged sentence

Capital Cumulative

Distributions in Excess of Earnings Total Stockholders’ Equity Noncontrolling Interests Total

Equity Redeemable Noncontrolling Interest

Distributions in Excess of Earnings Accumulated Other Comprehensive Income Total Stockholders’ Equity Noncontrolling Interests Total

Equity Redeemable Noncontrolling Interests

Shares Amount

9 unchanged sentences

Balance at March 31, 2024 141,712,165 1,417 2,152,454 ( 480,074 ) — 1,673,797 2,299 1,676,096 —

Issuance of common stock, net 12,145,000 122 302,327 — — 302,449 — 302,449 —

Vesting of stock-based compensation awards 24,768 — — — — — — — —

Amortization of stock-based compensation — — 1,406 — — 1,406 — 1,406 —

Common dividends ($ 0.29 per share)

— — — ( 44,721 ) — ( 44,721 ) — ( 44,721 ) —

Distributions to noncontrolling interests — — — — — — ( 7 ) ( 7 ) —

Contributions from noncontrolling interests — — — — — — 132 132 —

Net income (loss) — — — 10,758 — 10,758 ( 340 ) 10,418 —

Balance at June 30, 2024 153,881,933 $ 1,539 $ 2,456,187 $ ( 514,037 ) $ — $ 1,943,689 $ 2,084 $ 1,945,773 $ —

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

For the Three Months Ended March 31,

For the Six Months Ended June 30,

Cash flows from operating activities:

7 unchanged sentences

Amortization of lease incentives 97 4

Amortization of below market leases ( 926 ) ( 575 )

Amortization of above and below market leases ( 1,899 ) ( 1,150 )

Noncash interest income ( 1,581 ) ( 1,813 )

9 unchanged sentences

Purchases of equipment, furniture and fixtures and improvements to real estate ( 6,783 ) ( 1,323 )

Investment in real estate related investments ( 6,389 ) ( 52,165 )

Preferred equity investments ( 30,000 ) ( 9,000 )

Investment in real estate related investments and other loans receivable ( 21,715 ) ( 244,825 )

Principal payments received on real estate related investments and other loans receivable 9,857 —

4 unchanged sentences

Proceeds from the issuance of common stock, net 365,282 572,236

Proceeds from the issuance of senior unsecured term loan 500,000 —

Proceeds from the secured borrowing — 75,000

Borrowings under unsecured revolving credit facility 525,000 —

Payments on unsecured revolving credit facility ( 525,000 ) —

Payments of deferred financing costs ( 4,189 ) ( 24 )

4 unchanged sentences

Net cash provided by financing activities 745,059 567,528

Net increase in cash, cash equivalents and restricted cash 418,688 156,725

Cash, cash equivalents and restricted cash as of the beginning of period 213,822 294,448

Cash, cash equivalents and restricted cash as of the end of period $ 632,510 $ 451,173

Effect of foreign currency translation on cash and cash equivalents 319 —

Net increase in cash and cash equivalents 92,229 200,686

Cash and cash equivalents as of the beginning of period 213,822 294,448

Cash and cash equivalents as of the end of period $ 306,051 $ 495,134

Supplemental disclosures of cash flow information:

2 unchanged sentences

Increase in dividends payable $ 12,713 $ 8,190

Right-of-use asset obtained in exchange for new operating lease obligation $ 1,465 $ —

Transfer of pre-acquisition costs to acquired assets $ — $ 58

3 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Description of Business— CareTrust REIT, Inc.’s (“CareTrust REIT” or the “Company”) primary business consists of acquiring, financing, developing and owning real property to be leased to third-party tenants in the healthcare sector.

As of March 31, 2025, the Company owned, directly or through joint ventures, and leased to independent operators 255 skilled nursing facilities (“SNFs”), multi-service campuses, assisted living facilities (“ALFs”) and independent living facilities (“ILFs”) consisting of 27,672 operational beds and units located in 32 states with the highest concentration of properties by rental income located in California, Texas and Tennessee.

As of March 31, 2025, the Company also had other real estate related investments consisting of three preferred equity investments, 15 real estate secured loans receivable, and five mezzanine loans receivable with a carrying value of $ 799.8 million and one financing receivable with a carrying value of $ 96.6 million.

Planned Acquisition— On March 11, 2025, the Company announced (the “Rule 2.7 Announcement”) pursuant to Rule 2.7 of the United Kingdom City Code on Takeovers and Mergers (the “Code”) a firm intention to make a cash offer (the “Offer”) to acquire (the “Acquisition”), through its wholly-owned direct subsidiary, CR United Bidco Limited (“Bidco”), the entire issued and to be issued ordinary share capital (other than Scheme Restricted Shares (as defined in the Rule 2.7 Announcement)) of Care REIT plc (“Target”) for 108 pence in cash per ordinary share of Target.

Target is a UK-based real estate investment trust listed on the Main Market of the London Stock Exchange focused on investing in care homes throughout the United Kingdom.

The Acquisition is intended to be effected by means of a scheme of arrangement (the “Scheme”) under Part 26 of the United Kingdom Companies Act 2006, meaning it is subject to court approval and the satisfaction or waiver of other ordinary conditions to closing, following approval by Target’s shareholders.

As of June 30, 2025, the Company owned, directly or through joint ventures, and leased to independent operators 400 skilled nursing facilities (“SNFs”), multi-service campuses, U.K.

Care Homes (as defined below), assisted living facilities (“ALFs”) and independent living facilities (“ILFs”) consisting of 36,162 operational beds and units located in 32 states and the U.K.

with the highest concentration of properties by rental income located in California, Texas, the U.K.

and Tennessee.

As of June 30, 2025, the Company also had other real estate related investments consisting of four preferred equity investments, 14 real estate secured loans receivable, and five mezzanine loans receivable with a carrying value of $ 840.9 million and one financing receivable with a carrying value of $ 97.3 million.

In the U.K., a care home (“U.K.

Care Home”) is a residential setting that provides accommodation and personal care services for individuals who need assistance with daily living activities and are unable to manage independently in their own homes.

Care Homes generally fall into two main categories:

residential care homes and care homes with nursing (also called nursing homes).

Residential care homes provide personal care and support for daily living activities like washing, dressing, and medication management, while care homes with nursing also offer 24/7 on-site nursing care for individuals with more complex medical needs.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

4 unchanged sentences

The results of operations for the interim periods are not necessarily indicative of results for the full year.

The accompanying consolidated financial statements of the Company include the accounts of CareTrust REIT, its wholly-owned subsidiaries, and variable interest entities (“VIEs”) over which the Company exercises control.

The accompanying condensed consolidated financial statements of the Company include the accounts of CareTrust REIT, its wholly-owned subsidiaries, and variable interest entities (“VIEs”) over which the Company exercises control.

All intercompany transactions and account balances within the Company have been eliminated, and net earnings are reduced by the portion of net earnings attributable to noncontrolling interests.

Restricted cash —The Company presents cash and cash equivalents separately from restricted cash within the Company’s condensed consolidated balance sheets.

The Company includes restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown in the condensed consolidated statements of cash flows.

The Company provides a reconciliation between the balance sheets and statements of cash flows, as required when the balance includes more than one line item for cash, cash equivalents and restricted cash.

The Company also provides a disclosure of the nature of the restrictions related to material restricted cash balances.

As of March 31, 2025, the Company had $ 606.0 million in restricted cash related to the cash deposited with the trustee for the planned acquisition of Care REIT plc.

Cash, cash equivalents and restricted cash consisted of the following as of March 31, 2025 and December 31, 2024 (dollars in thousands):

March 31, 2025 December 31, 2024

Dollar (“USD”) is the reporting currency of the Company.

Unless otherwise indicated, all dollar amounts are expressed in USD.

The functional currency for our consolidated subsidiaries operating in the U.K.

is the British Pound (“GBP”).

For the consolidated subsidiaries whose functional currency is not USD, the Company translates the financial statements into USD at the time of consolidation.

Balance sheet accounts are translated at the exchange rate in effect at the balance sheet date.

Gains and losses resulting from translation are included in accumulated other comprehensive income (loss), as a separate component of equity.

Income statement accounts are translated using the average exchange rate for the period.

The Company and certain of its consolidated subsidiaries have intercompany debt that is not denominated in the Company’s functional currency.

When the debt is remeasured to the functional currency of the entity, a gain or loss can result.

The resulting adjustment is reflected in results of operations within other income (loss), unless it is intercompany debt that is deemed to be long-term in nature in which case the adjustments are included in accumulated other comprehensive income.

In the statement of cash flows, cash flows denominated in foreign currencies are translated using the exchange rates in effect at the time of the respective cash flows or at average exchange rates for the period, depending on the nature of the cash flow items.

Income Taxes— In connection with the Acquisition (as defined in Note 3, Acquisitions ), the Company is subject to certain foreign taxes.

The Company’s foreign subsidiaries in the U.K.

operate as a REIT and generally are subject only to a withholding tax on earnings upon distribution out of the U.K.

All earnings of the Company’s foreign subsidiaries in excess of the amounts required to be distributed are considered to be indefinitely reinvested and accordingly, no provision for applicable income taxes has been provided thereon.

Upon distribution of those earnings, the Company would be subject to withholding taxes payable to the U.K.

See Note 3, Acquisitions , for additional information.

The expense associated with these taxes is included in income tax expense on the Company’s condensed consolidated income statements.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Derivative and Hedging Activities —The Company is exposed to, among other risks, the impact of changes in foreign currency exchange rates as a result of the Company’s investments in the U.K.

and interest rate risk related to its capital structure.

As a matter of policy, the Company does not use derivatives for trading or speculative purposes.

The Company’s risk management program is designed to manage the exposure and volatility arising from these risks, and may utilize foreign currency forward contracts, interest rate swaps, interest rate caps and debt issued in foreign currencies to offset a portion of these risks.

Derivatives are financial arrangements among two or more parties with returns linked to or “derived” from an underlying equity, debt, commodity, other asset, liability, interest rate, foreign exchange rate or another index, or the occurrence or nonoccurrence of a specified event.

The settlement of a derivative is determined by its underlying notional amount specified in the contract.

Derivative contracts may be entered into outright or embedded within a non-derivative host contract, and may be listed, traded on exchanges or privately negotiated directly between two parties.

To qualify for hedge accounting, derivative instruments used for risk management purposes must effectively reduce the risk exposure that they are designed to hedge.

The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objectives and strategy for undertaking various hedge transactions.

This process includes designating all derivatives that are part of a hedging relationship to specific forecasted transactions as well as recognized liabilities or assets on the condensed consolidated balance sheets.

In addition, at the inception of a qualifying cash flow hedging relationship, the underlying transaction or transactions, must be, and are expected to remain, probable of occurring in accordance with the Company’s related assertions.

The Company recognizes all derivative instruments, including embedded derivatives required to be bifurcated, as assets or liabilities on the condensed consolidated balance sheets at fair value which is determined using a market approach and Level 2 inputs.

For derivatives designated in qualifying cash flow hedging relationships, the gain or loss on the derivative is recognized in accumulated other comprehensive income as a separate component of equity.

If it is determined that a derivative instrument ceases to be highly effective as a hedge, or that it is probable the underlying forecasted transaction will not occur, the Company discontinues its cash flow hedge accounting prospectively and records the appropriate adjustment to earnings based on the current fair value of the derivative instrument.

Derivative Instruments Not Designated As Hedging Instruments —Certain derivative financial instruments, consisting of interest rate cap agreements, are used to manage the Company’s exposure to interest rate movements, but do not meet the accounting requirements to be classified as hedging instruments.

These derivatives are carried at their fair value in prepaid expenses and other assets, net on the Company’s condensed consolidated balance sheets.

The changes in fair value of interest rate derivatives are recognized within interest expense on the Company’s condensed consolidated income statements.

Lessee Accounting — For operating leases greater than 12 months for which the Company is the lessee, such as ground leases, the Company recognizes a right-of-use (“ROU”) asset on its condensed consolidated balance sheets at inception of the lease.

ROU assets represent the Company’s right to use underlying assets for the lease term and are based on the estimated present value of the Company’s minimum lease payments under the agreements.

The discount rate used to determine the lease liabilities is based on the Company’s incremental borrowing rate.

In connection with the Acquisition (as defined in Note 3, Acquisitions ), the Company recorded $ 30.0 million in ROU assets related to below market ground leases included in prepaid expenses and other assets, net on the condensed consolidated balance sheets.

Care REIT plc Asset Acquisition

On May 8, 2025, the Company closed its acquisition (the “Care REIT Acquisition”) of Care REIT plc (“Care REIT” or “Target”).

In connection with this acquisition, on June 30, 2025, the Company also acquired substantially all of the assets of Impact Health Partners LLP, the investment manager of Care REIT (together with the Care REIT Acquisition, the “Acquisition”).

The Company treats these acquisitions as a single transaction as they were entered into in contemplation of one another and were intended to achieve an overall economic effect by acquiring the assets of Care REIT and its associated operations.

The Care REIT Acquisition was implemented by means of a court-sanctioned scheme of arrangement (the “Scheme”) under Part 26 of the United Kingdom Companies Act of 2006.

Under the terms of the Scheme, Care REIT stockholders received 108 pence in cash per share, totaling approximately $ 595.4 million.

At closing, the Company also

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

assumed Care REIT’s liabilities of approximately $ 290.9 million.

In addition, the Company paid the partners of Impact Health Partners LLP approximately $ 6.8 million for substantially all of Impact Health Partners LLP’s assets.

Consideration and Purchase Price Allocation

The Acquisition was accounted for as an asset acquisition in accordance with ASC 805, Business Combinations , which requires that the cost of an acquisition is allocated on a relative fair value basis to the assets acquired and the liabilities assumed.

The following table summarizes the fair value of total consideration transferred in the Acquisition (dollars in thousands):

Cash paid to Target shareholders $ 595,420

Cash paid to Investment Manager 6,786

Transaction costs capitalized 20,706

Total Consideration $ 622,912

The following table summarizes the estimated fair values assigned to the assets acquired and liabilities assumed (dollars in thousands):

Real estate investments $ 851,328

Cash and cash equivalents 8,856

Restricted cash 606,000 —

Cash, cash equivalents and restricted cash $ 632,510 $ 213,822

Prepaid expenses and other assets 53,578

Accounts and other receivables 20

Accounts payable, accrued liabilities and deferred rent liabilities ( 37,063 )

Secured notes payable ( 99,788 )

Secured revolving credit facilities ( 154,019 )

Fair value of net assets acquired $ 622,912

Fair Value Measurement

The estimated fair values of assets acquired and liabilities assumed were primarily based on information that was available as of the closing date of the Acquisition.

The methodology used to estimate the fair values to apply purchase accounting are summarized below.

The Company engaged third party valuation specialists to calculate the fair value of the real estate assets acquired by the Company using standard valuation methodologies, including the cost and market approaches.

The average remaining useful lives for real estate assets, excluding land, were reset to the following:

Average Useful Life (years)

Site improvements 15

Above-market leases 22

Below-market leases 23

In-place leases 20

• All of the properties acquired are owned freehold, except for 14 which are held long leasehold for nominal rent.

On the closing date of the Care REIT Acquisition, the Company recorded operating right-of-use assets of $ 30.0 million within prepaid expenses and other assets, net.

The weighted average remaining useful lives of the acquired operating right-of-use assets are 1371 years.

• Other assets and liabilities:

the carrying values of cash, interest rate derivatives, trade and other receivables, trade and other payables, other liabilities, and debt assumed approximate their fair values.

CARETRUST REIT, INC.

1 unchanged sentence

REAL ESTATE INVESTMENTS, NET

The following table summarizes the Company’s investment in owned properties, and properties held in consolidated joint ventures, held for use as of March 31, 2025 and December 31, 2024 (dollars in thousands):

March 31, 2025 December 31, 2024

The following table summarizes the Company’s investment in owned properties, and properties held in consolidated joint ventures, held for use as of June 30, 2025 and December 31, 2024 (dollars in thousands):

June 30, 2025 December 31, 2024

Land $ 598,259 $ 367,044

4 unchanged sentences

Accumulated depreciation and amortization (1)

( 517,563 ) ( 478,782 )

Real estate investments, net $ 3,256,024 $ 2,226,740

As of March 31, 2025, all of the Company’s owned facilities held for investment were leased to various operators under triple-net leases.

All of the triple-net leases contain annual escalators based on the percentage change in the Consumer Price Index (“CPI”) (but not less than zero), some of which are subject to a cap, or fixed rent escalators.

As of March 31, 2025, six facilities were held for sale.

(1) As of June 30, 2025 and December 31, 2024, accumulated depreciation and amortization included $ 1.7 million and $ 1.2 million, respectively, of accumulated amortization related to in-place lease intangibles.

The in-place lease intangibles are amortized over the term of each related lease.

As of June 30, 2025, all of the Company’s owned facilities held for investment were leased to various operators under triple-net leases.

All of the triple-net leases contain annual escalators based on the percentage change in the Consumer Price Index (“CPI”) or Retail Price Index (“RPI”) (but not less than zero), some of which are subject to a floor and/or cap, or fixed rent escalators.

As of June 30, 2025, 16 facilities were held for sale.

See Note 5, Impairment of Real Estate Investments, Assets Held for Sale and Asset Sales, for additional information.

As of March 31, 2025, the Company’s total future contractual minimum rental income for all of its tenants, excluding operating expense reimbursements and assets held for sale, was as follows (dollars in thousands):

2025 (nine months) $ 210,437

As of June 30, 2025, the Company’s total future contractual minimum rental income for all of its tenants, excluding operating expense reimbursements and assets held for sale, was as follows (dollars in thousands):

2025 (six months) $ 184,406

Thereafter 2,834,337

18 unchanged sentences

B - Fixed capitalization rate on lease revenue.

(3) Based on annualized cash revenue for contracts in place as of March 31, 2025.

(3) Based on annualized cash revenue for contracts in place as of June 30, 2025.

(4) Option window is open until the expiration of the lease term.

4 unchanged sentences

(8) Option reflects two option types.

(9) Lease provides for abatement in the first three months.

Annual rent beginning in month four is $ 1.2 million.

(9) Option provides for purchase of any two of the three facilities.

5 unchanged sentences

The following table summarizes components of the Company’s rental income (dollars in thousands):

For the Three Months Ended March 31,

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Rental Income 2025 2024 2025 2024

3 unchanged sentences

Amortization of lease incentives ( 48 ) ( 4 ) ( 97 ) ( 4 )

Amortization of below-market lease intangibles 926 575

Amortization of above and below-market lease intangibles 973 575 1,899 1,150

Total $ 86,033 $ 55,407 $ 157,679 $ 108,909

1 unchanged sentence

For tenants on a cash basis, this represents the lesser of the amount that would be recognized on a straight-line basis or cash that has been received.

Tenant operating expense reimbursements for the three months ended March 31, 2025 and 2024 were $ 2.3 million and $ 1.5 million, respectively.

Tenant operating expense reimbursements for the three months ended June 30, 2025 and 2024 were $ 2.0 million and $ 1.9 million, respectively.

Tenant operating expense reimbursements for the six months ended June 30, 2025 and 2024 were $ 4.2 million and $ 3.4 million, respectively.

Recent Real Estate Acquisitions

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Recent Real Estate Acquisitions

The following table summarizes the Company’s acquisitions for the three months ended March 31, 2025 (dollars in thousands):

The following table summarizes the Company’s real estate acquisitions for the six months ended June 30, 2025 (dollars in thousands):

Type of Property Purchase Price (1)

3 unchanged sentences

$ 166,537 $ 16,100 11 973

Care Homes (5)

851,328 64,984 134 7,456

Multi-service campuses (6)

34,662 3,479 1 223

Assisted living 20,637 1,896 1 160

1 unchanged sentence

(1) Purchase price includes capitalized acquisition costs.

(2) Initial annual cash rent represents initial cash rent for the first twelve months.

(2) Initial annual cash rent represents initial cash rent for the first twelve months, excluding inflation linked increases.

(3) The number of beds/units includes operating beds at the acquisition date.

(4) Includes one SNF held through a joint venture.

(4) Includes 11 SNFs held through joint ventures.

See Note 13, Variable Interest Entities , for additional information.

(5) Represents U.K.

Care Homes acquired in connection with the Acquisition.

See Note 3, Acquisitions , for additional information.

(6) Includes one multi-service campus held through a joint venture.

See Note 13, Variable Interest Entities , for additional information.

Lease Amendments and Terminations

Amended Kalesta Lease.

Effective February 28, 2025, the Company acquired one ALF.

On February 28, 2025, the Company acquired one ALF.

In connection with the acquisition, the Company amended its existing triple-net master lease with affiliates of Kalesta Healthcare, LLC (“Kalesta”) to include the one ALF and extended the initial lease term.

9 unchanged sentences

Annual cash rent under the terminated master lease for the two ALFs in North Carolina was $ 0.8 million.

Four facilities which were under the Ridgeline master lease are currently held for sale and two facilities are in the process of transferring operations.

Effective May 1, 2025, two additional facilities previously operating under the Ridgeline master lease transferred operations to Jaybird under a separate master lease (“New Jaybird Lease”).

The New Jaybird Lease has an initial term of 12 years, featuring two five-year renewal options and CPI-based rent escalators.

Under the New Jaybird Lease, Jaybird will receive six months of abated rent, followed by twelve months of rent calculated as a percentage of tenants’ gross revenue, and the following twelve months will have a fixed annual cash rent amount of $ 1.9 million increasing annually based on CPI.

Annual rent under the terminated master lease for the two ALFs was $ 1.8 million.

Four facilities which were under the Ridgeline master lease are currently held for sale.

Amended Eduro Lease and Amended Ensign Lease.

3 unchanged sentences

Annual cash rent under the applicable Ensign master lease, as amended, increased by approximately $ 2.1 million and annual cash rent under the Eduro master lease, as amended, decreased by the same amount.

New Embassy Lease and Hillstone Lease Termination.

On December 31, 2023, the Company terminated its master lease with affiliates of Hillstone Healthcare, Inc.

(“Hillstone”).

Effective January 1, 2024, in connection with the December 31, 2023 lease termination, one SNF was removed from the Hillstone master lease, was classified as held for sale as of March 31, 2024 and was sold during the three months ended June 30, 2024.

See Note 4, Impairment of Real Estate Investments, Assets Held for Sale and Asset Sales , for additional information.

In connection with the lease termination, the Company entered into a new triple-net master lease with a subsidiary of Embassy Healthcare Holdings, Inc.

(“Embassy”) with respect to one multi-service campus.

The Embassy lease has an initial term of approximately 10 years with two five-year renewal options and CPI-based rent escalators.

Initial annual cash rent under the lease is approximately $ 0.6 million and the master lease provides Embassy with a partial rent abatement until required authorizations with respect to the ALF portion of the facility are obtained and occupancy levels reach a certain percentage.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

New SNF lease and Lease Termination.

On December 31, 2023, the Company terminated its master lease with a skilled nursing operator.

Effective January 1, 2024, in connection with the December 31, 2023 lease termination, one SNF was removed from the master lease, was classified as held for sale as of March 31, 2024 and was sold during the three months ended June 30, 2024.

See Note 5, Impairment of Real Estate Investments, Assets Held for Sale and Asset Sales , for additional information.

In connection with the lease termination, the Company entered into a new triple-net master lease with a new skilled nursing operator with respect to one multi-service campus.

The new master lease has an initial term of approximately 10 years with two five-year renewal options and CPI-based rent escalators.

Initial annual cash rent under the new master lease was approximately $ 0.6 million and the master lease provides for partial rent abatement until required authorizations with respect to the ALF portion of the facility are obtained and occupancy levels reach a certain percentage.

IMPAIRMENT OF REAL ESTATE INVESTMENTS, ASSETS HELD FOR SALE AND ASSET SALES

Impairment of Real Estate Investments Held for Sale

The Company did not recognize any impairment during the three months ended March 31, 2025.

During the three months ended March 31, 2024, the Company recognized aggregate impairment charges of $ 2.7 million related to properties held for sale, which is reported in impairment of real estate investments in the condensed consolidated income statements.

As of March 31, 2025, there were six facilities classified as held for sale, all of which have been recorded at the lesser of their carrying value or fair value less estimated costs to sell.

The Company did not recognize any impairment during the three and six months ended June 30, 2025.

During the three and six months ended June 30, 2024, the Company recognized aggregate impairment charges of $ 25.7 million and $ 28.5 million, respectively, related to properties held for sale, which is reported in impairment of real estate investments in the condensed consolidated income statements.

As of June 30, 2025, there were 16 facilities classified as held for sale, all of which have been recorded at the lesser of their carrying value or fair value less estimated costs to sell.

The fair values of the assets held for sale were based on estimated sales prices, which are considered to be Level 3 (as defined below) measurements within the fair value hierarchy.

2 unchanged sentences

There are inherent uncertainties in making these assumptions.

For the Company’s impairment calculations during the three months ended March 31, 2024, the Company’s fair value estimates primarily relied on a market approach and utilized prices per unit ranging from $ 12,000 to $ 36,000 , with a weighted average price per unit of $ 16,000 .

For the Company’s impairment calculations during the six months ended June 30, 2024, the Company’s fair value estimates primarily relied on a market approach and utilized prices per unit ranging from $ 11,000 to $ 46,000 , with a weighted average price per unit of $ 24,000 .

One property, with no bed rights, was reclassified to held for sale during the three months ended March 31, 2024.

The Company disposed of this facility during the three months ended June 30, 2024 and recorded a gain on sale of approximately $ 21,000 .

Asset Sales and Held for Sale Reclassifications

The following table summarizes the Company’s dispositions for the three months ended March 31, 2025 and 2024 (dollars in thousands):

Three Months Ended March 31,

The following table summarizes the Company’s dispositions for the three and six months ended June 30, 2025 and 2024 (dollars in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Number of facilities (1)

3 unchanged sentences

Net gain on sale $ — $ 21 $ 3,876 $ 32

(1) One non-operational previously impaired facility sold during the three months ended March 31, 2025 was not classified as held for sale as of December 31, 2024.

(2) Net sales proceeds for the three months ended March 31, 2024 includes $ 1.0 million of seller financing in connection with the sale of one ALF in January 2024.

The following table summarizes the Company’s assets held for sale activity for the periods presented (dollars in thousands):

(1) One non-operational previously impaired facility sold during the six months ended June 30, 2025 was not classified as held for sale as of December 31, 2024.

(2) Net sales proceeds for the six months ended June 30, 2024 includes $ 1.0 million of seller financing in connection with the sale of one ALF in January 2024.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

The following table summarizes the Company’s assets held for sale activity for the six months ended June 30, 2025 and 2024 (dollars in thousands):

Net Carrying Value Number of Facilities

December 31, 2024 $ 57,261 10

Additions to assets held for sale 38,430 10

Assets sold ( 40,525 ) ( 4 )

March 31, 2025

June 30, 2025

December 31, 2023 $ 15,011 14

2 unchanged sentences

Impairment of real estate held for sale ( 28,455 ) —

March 31, 2024

June 30, 2024

CARETRUST REIT, INC.

1 unchanged sentence

OTHER REAL ESTATE RELATED AND OTHER INVESTMENTS

As of March 31, 2025 and December 31, 2024, the Company’s other real estate related investments, inclusive of accrued interest, consisted of the following (dollars in thousands):

As of June 30, 2025 and December 31, 2024, the Company’s other real estate related investments, inclusive of accrued interest, consisted of the following (dollars in thousands):

Facility Count and Type

As of March 31, 2025

As of June 30, 2025

Loans Receivable, at Fair Value:

SNF Campus ALF ILF Principal Balance as of March 31, 2025

Fair Value as of March 31, 2025 (1)

SNF Campus ALF ILF Principal Balance as of June 30, 2025

Fair Value as of June 30, 2025 (1)

Fair Value as of December 31, 2024 (1)

6 unchanged sentences

Total $ 752,875 $ 756,444 $ 741,004

As of March 31, 2025

Principal Balance as of March 31, 2025

Book Value as of March 31, 2025

As of June 30, 2025

Principal Balance as of June 30, 2025

Book Value as of June 30, 2025

Book Value as of December 31, 2024

3 unchanged sentences

Facility Count and Type

As of March 31, 2025

As of June 30, 2025

Financing Receivable, at Fair Value:

SNF Campus ALF ILF Principal Balance as of March 31, 2025

Fair Value as of March 31, 2025 (5)

SNF Campus ALF ILF Principal Balance as of June 30, 2025

Fair Value as of June 30, 2025 (5)

Fair Value as of December 31, 2024 (5)

3 unchanged sentences

Total $ 95,723 $ 97,330 $ 96,004

(1) Fair value of mortgage secured loans receivable includes $ 4.6 million and $ 3.4 million of accrued interest as of March 31, 2025 and December 31, 2024, respectively.

Fair value of mezzanine loans receivable includes $ 1.0 million and $ 0.9 million of accrued interest as of March 31, 2025 and December 31, 2024, respectively.

(1) Fair value of mortgage secured loans receivable includes $ 3.4 million of accrued interest as of both June 30, 2025 and December 31, 2024.

Fair value of mezzanine loans receivable includes $ 0.9 million of accrued interest as of both June 30, 2025 and December 31, 2024.

(2) Rates are net of subservicing fee, if applicable.

(3) Three mortgage secured loans receivable and two mezzanine loans receivable use term secured overnight financing rate (“SOFR”), which are subject to a floor for certain of the loans.

Term SOFR used as of March 31, 2025 was 4.32 %.

(3) Two mortgage secured loans receivable and two mezzanine loans receivable use term secured overnight financing rate (“SOFR”), which are subject to a floor for certain of the loans.

Term SOFR used as of June 30, 2025 was 4.33 %.

(4) If the Company also has extended mezzanine financing to an affiliate of the borrower under a mortgage loan receivable, the applicable facility counts are included in both respective totals.

(5) Fair value of financing receivable includes $ 0.9 million and $ 0.3 million of accrued interest as of March 31, 2025 and December 31, 2024, respectively.

(5) Fair value of financing receivable includes $ 1.6 million and $ 0.3 million of accrued interest as of June 30, 2025 and December 31, 2024, respectively.

(6) The Company leased these facilities back to the seller under a 15-year contract, with two five-year renewal options.

7 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

The following table summarizes the Company’s other real estate related investments activity for the three months ended March 31, 2025 and 2024 (dollars in thousands):

Three Months Ended March 31,

The following table summarizes the Company’s other real estate related investments activity for the six months ended June 30, 2025 and 2024 (dollars in thousands):

Six Months Ended June 30,

Origination of other real estate related investments $ 51,489 $ 253,840

1 unchanged sentence

Unrealized gain (loss) on other real estate related investments, net 3,255 ( 2,489 )

Prepayments of other real estate related investments ( 4,360 ) —

Payments of other real estate related investments ( 9,302 ) —

Net change in other real estate related investments $ 45,697 $ 253,164

6 unchanged sentences

In February 2025, the Company received a partial prepayment on one mortgage loan in the amount of $ 4.4 million in connection with the borrower’s election to release one skilled nursing facility from the loan.

The remaining outstanding balance of $ 2.9 million was subsequently paid off, see Note 15, Subsequent Events , for additional information.

In April 2025, the remaining outstanding balance of $ 2.9 million was paid off.

In April 2025, one mortgage loan with a principal balance of $ 2.0 million was paid off.

In April 2025, the Company funded a $ 9.0 million earnout on an existing $ 165.0 million mortgage loan.

On June 1, 2025, the Company extended a mortgage loan of $ 6.1 million to a skilled nursing real estate owner.

The mortgage loan is secured by one SNF and bears interest at a rate of 8.5 %, payable monthly.

The mortgage loan is set to mature on May 31, 2035 and includes a one year extension option.

The mortgage loan may be prepaid in whole, after the 12th month following the loan closing, for an exit fee ranging from 0 % to 2 % of the loan plus unpaid interest payments.

The Company elected the fair value option for the mortgage loan.

2024 Other Real Estate Related Investment Transactions

26 unchanged sentences

The Company elected the fair value option for the mezzanine loan.

On May 1, 2024, the Company extended a $ 26.7 million mortgage loan to a skilled nursing real estate owner.

The mortgage loan is secured by two SNFs and bears interest at a rate of 9.1 %, payable monthly.

The mortgage loan is set to mature on May 1, 2031 and includes a one year extension option.

The mortgage loan may not be prepaid prior to July 31, 2029, subject to certain limited exceptions.

The mortgage loan includes a purchase option with an exercise window that opens during the initial 90-day period of each of the 4th, 5th and 6th loan years, with the purchase option price for the facilities being calculated by dividing the amount of the then annual base rent by an agreed upon lease yield.

The Company elected the fair value option for the mortgage loan.

Preferred Equity Investments

On June 5, 2025, the Company funded a $ 30.0 million preferred equity investment in a skilled nursing real estate owner.

The Company’s initial contractual yield on its preferred equity investment is 12 %.

Prepayment of the preferred equity investment is restricted, subject to certain conditions.

On June 3, 2024, the Company funded a $ 9.0 million preferred equity investment in an uptier parent entity of the borrower under an existing $ 165.0 million mortgage loan.

The Company's initial contractual yield on its preferred equity investment is 11 %.

Prepayment of the preferred equity investment is restricted, subject to certain carveouts, prior to the senior mortgage loan being paid off in full.

Financing Receivable

On December 5, 2024, the Company invested $ 95.7 million, exclusive of transaction costs, to acquire a portfolio of 46 properties in Illinois in a sale and leaseback transaction with affiliates of Cascade Capital Partners, LLC (“Cascade”).

In connection with the transaction, the Company entered into a new triple-net master lease with Cascade and provided Cascade with options to repurchase the properties, structured over multiple tranches, with various option window start dates, beginning December 1, 2024, and open through the remainder of the 15 -year term.

As such, the Company determined that the sale and leaseback transaction met the accounting criteria to be presented as a financing receivable on its consolidated balance sheets and recorded interest income from financing receivable on its consolidated statements of operations.

In connection with the transaction, the Company entered into a new triple-net master lease with the skilled nursing operator and provided the operator with options to repurchase the properties, structured over multiple tranches, with various option window start dates, beginning December 1, 2024, and open through the remainder of the 15 -year term.

As such, the Company determined that the sale and leaseback transaction met the accounting criteria to be presented as a financing receivable on its condensed consolidated balance sheets and recorded interest income from financing receivable on its condensed consolidated income statements.

Interest income is based on an imputed interest rate over the term of the applicable financing arrangement and as a result the interest recognized in any particular period will not equal the cash payments from the agreement in that period.

Cash received from the financing receivable was $ 2.2 million during the three months ended March 31, 2025.

Cash received from the financing receivable was $ 2.2 million and $ 4.4 million during the three and six months ended June 30, 2025, respectively.

The Company elected the fair value option for the financing receivable.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Other Loans Receivables

As of March 31, 2025 and December 31, 2024, the Company’s other loans receivable, included in prepaid expenses and other assets, net on the Company’s condensed consolidated balance sheets, consisted of the following (dollars in thousands):

As of March 31, 2025

Investment Principal Balance as of March 31, 2025

Book Value as of March 31, 2025

As of June 30, 2025 and December 31, 2024, the Company’s other loans receivable, included in prepaid expenses and other assets, net on the Company’s condensed consolidated balance sheets, consisted of the following (dollars in thousands):

As of June 30, 2025

Investment Principal Balance as of June 30, 2025

Book Value as of June 30, 2025

Book Value as of December 31, 2024

3 unchanged sentences

Total $ 28,773 $ 21,863 $ 15,016

The following table summarizes the Company’s other loans receivable activity for the three months ended March 31, 2025 and 2024 (dollars in thousands):

Three Months Ended March 31,

The following table summarizes the Company’s other loans receivable activity for the six months ended June 30, 2025 and 2024 (dollars in thousands):

Six Months Ended June 30,

Origination of other loans receivable $ 226 $ 985

Assumption of other loans receivable in connection with the Acquisition (1)

Principal payments ( 555 ) —

1 unchanged sentence

Net change in other loans receivable $ 6,847 $ 989

(1) In connection with the Acquisition, the Company assumed other loans receivable, including one for $ 6.9 million related to the development of a U.K.

Upon certain conditions being met, a put option by the operator or a call option by the Company may each be exercised providing for the Company’s acquisition of the development for an additional $ 5.1 million.

If these options are not exercised the loan becomes repayable in June 2026.

Expected credit losses and recoveries are recorded in provision for loan losses, net in the condensed consolidated income statements.

During both the three months ended March 31, 2025 and 2024, the Company had no additional expected credit loss and did not consider any loan receivable investments to be impaired.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

The following table sum marizes the interest and other income recognized from the Company’s loans receivable and other investments during the three months ended March 31, 2025 and 2024 (dollars in thousands):

For the Three Months Ended March 31,

During both the six months ended June 30, 2025 and 2024, the Company had no additional expected credit loss and did not consider any loans receivable investment to be impaired.

The following table sum marizes the interest and other income recognized from the Company’s loans receivable and other investments during the three and six months ended June 30, 2025 and 2024 (dollars in thousands):

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Investment 2025 2024 2025 2024

4 unchanged sentences

Financing receivable 2,886 — 5,693 —

3,847 4,964 6,975 8,466

Total $ 26,436 $ 13,484 $ 51,411 $ 23,052

3 unchanged sentences

GAAP guidance defines three levels of inputs that may be used to measure fair value:

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Level 1 – Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.

6 unchanged sentences

The Company does not expect that changes in classifications between levels will be frequent.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Items Measured at Fair Value on a Recurring Basis

The following table presents information about the Company’s assets measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024, aggregated by the level in the fair value hierarchy within which those instruments fall (dollars in thousands):

Level 1 Level 2 Level 3 Balance as of March 31, 2025

The following table presents information about the Company’s assets measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024, aggregated by the level in the fair value hierarchy within which those instruments fall (dollars in thousands):

Level 1 Level 2 Level 3 Balance as of June 30, 2025

Mortgage secured loans receivable $ — $ — $ 668,761 $ 668,761

1 unchanged sentence

Financing receivable — — 97,330 97,330

Total $ — $ — $ 842,228 $ 842,228

Interest rate derivatives — 546 — 546

Total assets $ — $ 546 $ 853,774 $ 854,320

Cash flow hedges $ — $ 1,146 $ — $ 1,146

Total liabilities $ — $ 1,146 $ — $ 1,146

Level 1 Level 2 Level 3 Balance as of December 31, 2024

5 unchanged sentences

Investments in Real Estate Secured Loans Investments in Mezzanine Loans Investment in Financing Receivable

Balance at December 31, 2024

Balance as of December 31, 2024

$ 660,392 $ 80,612 $ 96,004

3 unchanged sentences

Payments ( 9,302 ) — —

Balance as of March 31, 2025

Balance as of June 30, 2025

$ 668,761 $ 87,683 $ 97,330

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Real estate secured and mezzanine loans receivable:

1 unchanged sentence

As such, the Company classifies each instrument as Level 3 due to the significant unobservable inputs used in determining market interest rates for investments with similar terms.

During the three months ended March 31, 2025, the Company recorded a net unrealized gain of $ 1.3 million on its secured and mezzanine loans receivable, to bring the interest rates in line with market rates.

During the three months ended March 31, 2024, the Company recorded an unrealized loss of $ 0.8 million on the Company’s secured and mezzanine loans receivable due to rising interest rates, partially offset by unrealized gains of $ 0.2 million due to increases in expected cash flows on floating rate loans.

During the three and six months ended June 30, 2025, the Company recorded a net unrealized gain of $ 2.0 million and $ 3.3 million, respectively, on its secured and mezzanine loans receivable, to bring the interest rates in line with market rates.

During the three and six months ended June 30, 2024, the Company recorded an unrealized loss of $ 2.4 million and $ 3.2 million, respectively, on the Company’s secured and mezzanine loans receivable due to rising interest rates, partially offset by unrealized gains of $ 0.5 million and $ 0.7 million, respectively, due to increases in expected cash flows on floating rate loans.

Future changes in market interest rates or collateral value could materially impact the estimated discounted cash flows that are used to determine the fair value of the secured and mezzanine loans receivable.

As of March 31, 2025 and December 31, 2024, the Company did no t have any loans that were 90 days or more past due.

The following table shows the quantitative information about unobservable inputs related to the Level 3 fair value measurements comprising the investments in secured and mezzanine loans receivables as of March 31, 2025:

Type Book Value as of March 31, 2025

As of June 30, 2025 and December 31, 2024, the Company did no t have any loans that were 90 days or more past due.

Type Book Value as of June 30, 2025

Valuation Technique Unobservable Inputs Range

1 unchanged sentence

Mezzanine loans receivable 87,683 Discounted cash flow Discount Rate 12 % - 14 %

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Derivative instruments:

The Company estimates the fair value of derivative instruments, including its interest rate caps and cash flow hedges, using the assistance of a third party using inputs that are observable in the market, which include forward yield curves and other relevant information.

As of June 30, 2025, the Company had two interest rate caps with £ 100.0 million in notional value to mitigate the interest rate risk of the variable rate secured revolving credit facilities.

Additionally, as of June 30, 2025, the Company had four foreign currency forward contracts with £ 31.0 million in notional value issued at a weighted average GBP-USD exchange rate of 1.34 that are designated as cash flow hedges.

In connection with the Acquisition, the Company assumed Care REIT’s outstanding interest rate derivatives that were not designated as a hedge in qualifying hedging relationships.

During the three months ended June 30, 2025, the Company entered into cash flow hedges to hedge the foreign currency risk of intercompany loans denominated in GBP.

The following table summarizes the terms and fair values of the Company’s derivative financial instruments as of June 30, 2025 (dollars in thousands):

Derivative Notional Amount

Maturity or Settlement Date Index Strike Rate Fair Value as of June 30, 2025

Interest rate cap £ 50,000 August 2025 GBP-SONIA 4.0 % $ 40

Interest rate cap £ 50,000 January 2026 GBP-SONIA 3.0 % 506

Cash flow hedge £ 7,826 September 2025 GBP-USD exchange rate $ 1.34 ( 293 )

Cash flow hedge £ 7,826 December 2025 GBP-USD exchange rate $ 1.34 ( 290 )

Cash flow hedge £ 7,656 March 2026 GBP-USD exchange rate $ 1.34 ( 281 )

Cash flow hedge £ 7,741 June 2026 GBP-USD exchange rate $ 1.34 ( 282 )

The Company recorded a $ 0.1 million gain in interest expense related to the interest rate caps during both the three and six months ended June 30, 2025.

Financing receivable:

The fair value was determined using a widely accepted valuation technique, discounted cash flow analysis, on the expected cash flows.

The discount rate used to value the future cash inflows of the financing receivable at March 31, 2025 was 12 %.

For the three months ended March 31, 2025, there were no classification changes in assets and liabilities with Level 3 inputs in the fair value hierarchy.

The discount rate used to value the future cash inflows of the financing receivable at June 30, 2025 was 12 %.

For the six months ended June 30, 2025, there were no classification changes in assets and liabilities with Level 3 inputs in the fair value hierarchy.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Items Disclosed at Fair Value

1 unchanged sentence

The estimates of fair value presented herein are not necessarily indicative of the amounts that could be realized upon disposition of the financial instruments.

A summary of the face value, carrying amount and fair value of the Company’s preferred equity investments and the Notes (as defined in Note 7, Debt, below) as of March 31, 2025 and December 31, 2024 is as follows (dollars in thousands):

March 31, 2025 December 31, 2024

A summary of the face value, carrying amount and fair value of the Company’s preferred equity investments and the Notes (as defined in Note 8, Debt, below) as of June 30, 2025 and December 31, 2024 is as follows (dollars in thousands):

June 30, 2025 December 31, 2024

Value Carrying

4 unchanged sentences

Senior unsecured notes payable 2 $ 400,000 $ 397,371 $ 381,704 $ 400,000 $ 396,927 $ 381,812

Cash and cash equivalents, restricted cash, accounts and other receivables, accounts payable, and accrued liabilities:

Cash and cash equivalents, accounts and other receivables, accounts payable, and accrued liabilities:

The carrying values for these instruments approximate their fair values due to the short-term nature of these instruments.

5 unchanged sentences

The fair value of the Notes was determined using third-party quotes derived from orderly trades.

Unsecured revolving credit facility:

The fair value approximates the carrying value as the interest rates are variable and approximate prevailing market interest rates and spreads for similar debt arrangements.

The following table summarizes the balance of the Company’s indebtedness as of March 31, 2025 and December 31, 2024 (dollars in thousands):

March 31, 2025 December 31, 2024

Secured notes payable:

The holders of the secured notes payable exercised their option to put the debt to the Company.

The carrying value of the notes payable is equal to the redemption price which approximates the fair value.

Unsecured revolving credit facility, secured revolving credit facilities and senior unsecured term loan:

The fair values approximate their carrying values as the interest rates are variable and approximate prevailing market interest rates and spreads for similar debt arrangements.

The following table summarizes the balance of the Company’s indebtedness as of June 30, 2025 and December 31, 2024 (dollars in thousands):

June 30, 2025 December 31, 2024

Principal Amount Deferred Loan Fees Carrying Amount Principal Amount Deferred Loan Fees Carrying Amount

Senior unsecured notes payable $ 400,000 $ ( 2,629 ) $ 397,371 $ 400,000 $ ( 3,073 ) $ 396,927

Unsecured revolving credit facility (1)

425,000 — 425,000 — — —

Senior unsecured term loan 500,000 ( 3,981 ) 496,019 — — —

2035 secured notes payable - A 50,816 — 50,816 — — —

2035 secured notes payable - B 52,189 — 52,189 — — —

2026 secured revolving credit facility 64,550 — 64,550 — — —

2029 secured revolving credit facility 62,160 — 62,160 — — —

2029 secured revolving credit facility 32,275 — 32,275 — — —

$ 1,161,990 $ ( 6,610 ) $ 1,155,380 $ 400,000 $ ( 3,073 ) $ 396,927

(1) Deferred financing fees are included in deferred financing costs, net on the balance sheet, and not reflected as a reduction to the unsecured revolving credit facility.

Senior Unsecured Notes Payable

3 unchanged sentences

(together with the Operating Partnership, the “Issuers”), completed a private offering of $ 400.0 million aggregate principal amount of 3.875 % Senior Notes due 2028 (the “Notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A and to non-U.S.

persons outside the United States in reliance on Regulation S under the Securities Act of 1933, as amended.

The Notes were issued at

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

outside the United States in reliance on Regulation S under the Securities Act of 1933, as amended.

The Notes were issued at par, resulting in gross proceeds of $ 400.0 million and net proceeds of approximately $ 393.8 million after deducting underwriting fees and other offering expenses.

par, resulting in gross proceeds of $ 400.0 million and net proceeds of approximately $ 393.8 million after deducting underwriting fees and other offering expenses.

The Notes mature on June 30, 2028.

3 unchanged sentences

If certain changes of control of the Company occur, the Issuers will be required to make an offer to holders of the Notes to repurchase their Notes at a price of 101 % of their principal amount plus accrued and unpaid interest, if any, to, but not including, the repurchase date.

The obligations under the Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by the Company and all of CareTrust’s existing and future subsidiaries (other than the Issuers) that guarantee obligations under the Amended Credit Facility (as defined below);

provided, however, that such guarantees are subject to automatic release under certain customary circumstances.

10 unchanged sentences

The indenture governing the Notes also contains customary events of default.

As of March 31, 2025, the Company was in compliance with all applicable financial covenants under the indenture governing the Notes.

Unsecured Revolving Credit Facility

As of June 30, 2025, the Company was in compliance with all applicable financial covenants under the indenture governing the Notes.

Unsecured Revolving Credit Facility and Unsecured Term Loan Facility

On December 18, 2024, the Operating Partnership, as the borrower, the Company, as guarantor, CareTrust GP, LLC, and certain of the Operating Partnership’s wholly owned subsidiaries, entered into a third amended and restated credit and guaranty agreement with KeyBank National Association, as administrative agent, an issuing bank and swingline lender (as amended from time to time, the “Third Amended Credit Agreement”).

1 unchanged sentence

Future borrowings under the Third Amended Revolving Facility will be used for working capital purposes, for capital expenditures, to fund acquisitions and for general corporate purposes.

On December 16, 2022, the Operating Partnership, as the borrower, the Company, as guarantor, CareTrust GP, LLC, and certain of the Operating Partnership’s wholly owned subsidiaries, entered into a second amended and restated credit and guaranty agreement with KeyBank National Association, as administrative agent, an issuing bank and swingline lender (as amended from time to time, the “Second Amended Credit Agreement”).

The Second Amended Credit Agreement, which amends and restates the Company’s amended and restated credit and guaranty agreement, dated as of February 8, 2019 (as amended, the “Prior Credit Agreement”) provided for:

(i) an unsecured revolving credit facility (the “Revolving Facility”) with revolving commitments in an aggregate principal amount of $ 600.0 million, including a letter of credit subfacility for 10 % of the then available revolving commitments and a swingline loan subfacility for 10 % of the then available revolving commitments and (ii) the continuation of the unsecured term loan credit facility which was previously extended under the Prior Credit Agreement (the “Term Loan” and together with the Revolving Facility, the “Second Amended Credit Facility”) in an aggregate principal amount of $ 200.0 million.

On May 30, 2025, the Operating Partnership entered into a first amendment to the Third Amended Credit Agreement (the “First Amendment to the Third Amended Credit Agreement”).

The First Amendment to the Third Amended Credit Agreement provides for an unsecured term loan facility (the “Term Loan Facility”) with term loan commitments in an aggregate principal amount of $ 500.0 million in addition to the Third Amended Revolving Facility.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

On October 10, 2023, the Operating Partnership, the Company, CareTrust GP, LLC, certain of the Operating Partnership’s wholly owned subsidiaries and KeyBank National Association entered into the First Amendment to the Second Amended Credit Agreement (the “First Amendment”).

The First Amendment restates the definition of Consolidated Total Asset Value to include net proceeds from at-the-market forward commitments executed but not yet closed as of the relevant date as if such proceeds had actually been received.

The interest rates applicable to loans under the Third Amended Revolving Facility are, at the Operating Partnership’s option, equal to either a base rate plus a margin ranging from 0.05 % to 0.55 % per annum or Adjusted Term SOFR or Adjusted Daily Simple SOFR (each as defined in the Third Amended Credit Agreement) plus a margin ranging from 1.05 % to 1.55 % per annum based on the debt to asset value ratio of the Company and its consolidated subsidiaries (subject to decrease at the Operating Partnership’s election if the Company obtains certain specified investment grade ratings on its senior long-term unsecured debt).

The Second Amended Credit Agreement, which amended and restated the Company’s amended and restated credit and guaranty agreement, dated as of February 8, 2019 (as amended, the “Prior Credit Agreement”) provided for:

The First Amendment to the Second Amended Credit Agreement restated the definition of Consolidated Total Asset Value to include net proceeds from at-the-market forward commitments executed but not yet closed as of the relevant date as if such proceeds had actually been received.

The interest rates applicable to loans under the Third Amended Revolving Facility are, at the Operating Partnership’s option, equal to either a base rate plus a margin ranging from 0.05 % to 0.55 % per annum or Term SOFR or Daily Simple SOFR (each as defined in the Third Amended Credit Agreement) plus a margin ranging from 1.05 % to 1.55 % per annum based on the debt to asset value ratio of the Company and its consolidated subsidiaries (subject to decrease at the Operating Partnership’s election if the Company obtains certain specified investment grade ratings on its senior long-term unsecured debt).

In addition, the Operating Partnership will pay a facility fee on the revolving commitments under the Third Amended Revolving Facility ranging from 0.15 % to 0.35 % per annum, based on the debt to asset value ratio of the Company and its consolidated subsidiaries (unless the Company obtains certain specified investment grade ratings on its senior long-term unsecured debt and the Operating Partnership elects to decrease the applicable margin as described above, in which case the Operating Partnership will pay a facility fee on the revolving commitments ranging from 0.125 % to 0.30 % per annum based on the credit ratings of the Company’s senior long-term unsecured debt).

As of March 31, 2025, the Operating Partnership had borrowings outstanding of $ 425.0 million under the Third Amended Revolving Facility.

The interest rates applicable to loans under the Term Loan Facility are, at the Operating Partnership’s option, equal to either a base rate plus a margin ranging from 0.10 % to 0.80 % per annum or Term SOFR or Daily Simple SOFR (each as defined in the Third Amended Credit Agreement) plus a margin ranging from 1.10 % to 1.80 % per annum based on the debt to asset value ratio of the Company and its consolidated subsidiaries (subject to decrease at the Operating Partnership’s election if the Company obtains certain specified investment grade ratings on its senior long-term unsecured debt).

The First Amendment to the Third Amended Credit Agreement removed the SOFR credit spread adjustment applicable to loans under the Third Amended Revolving Facility bearing interest at Term SOFR or Daily Simple SOFR.

As of June 30, 2025, the Operating Partnership had $ 500.0 million of borrowings outstanding under the Term Loan Facility and no borrowings outstanding under the Third Amended Revolving Facility.

The Third Amended Revolving Facility has a maturity date of February 9, 2029, and includes, at the sole discretion of the Operating Partnership, two six-month extension options.

The Third Amended Credit Facility is guaranteed, jointly and severally, by the Company and its wholly owned subsidiaries that are party to the Third Amended Credit Agreement (other than the Operating Partnership).

The Term Loan Facility has a maturity date of May 30, 2030.

The Third Amended Revolving Facility is guaranteed, jointly and severally, by the Company and its wholly owned subsidiaries that are party to the Third Amended Credit Agreement (other than the Operating Partnership).

The Third Amended Credit Agreement contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company and its subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations, amend organizational documents and pay certain dividends and other restricted payments.

The Third Amended Credit Agreement requires the Company to comply with financial maintenance covenants to be tested quarterly, consisting of a maximum debt to asset value ratio, a minimum fixed charge coverage ratio, a minimum tangible net worth, a maximum secured debt to asset value ratio, a maximum unsecured debt to unencumbered properties asset value ratio and a minimum unsecured interest coverage ratio.

The Third Amended Credit Agreement also contains certain customary events of default, including the failure to make timely payments under the Third Amended Credit Facility or other material indebtedness, the failure to satisfy certain covenants (including the financial maintenance covenants), the occurrence of change of control and specified events of bankruptcy and insolvency.

As of March 31, 2025, the Company was in compliance with all applicable financial covenants under the Third Amended Credit Agreement.

EQUITY AND REDEEMABLE NONCONTROLLING INTEREST

The Third Amended Credit Agreement also contains certain customary events of default, including the failure to make timely payments under the Third Amended Revolving Facility or other material indebtedness, the failure to satisfy certain covenants (including the financial maintenance covenants), the occurrence of change of control and specified events of bankruptcy and insolvency.

As of June 30, 2025, the Company was in compliance with all applicable financial covenants under the Third Amended Credit Agreement.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Debt Assumed in Connection with the Acquisition

As of June 30, 2025, the balance of the indebtedness assumed by the Company upon the consummation of the Acquisition was as follows (dollars in thousands) :

Clydesdale Bank PLC (“Virgin”) HSBC UK Bank Plc (“HSBC”) National Westminster Bank Plc (“NatWest”) Secured notes payable (tranche A) Secured notes payable (tranche B) Total

Facility Type Revolving credit facility Revolving credit facility Revolving credit facility Private placement Private placement

Size ($) $ 68,670 $ 103,005 $ 68,670 $ 50,816 $ 52,189 $ 343,350

Drawn debt ($) (1)

$ 32,275 $ 64,550 $ 62,160 $ 50,816 $ 52,189 $ 261,990

Maturity date December 2029 April 2026 June 2029 December 2035 June 2035

Base rate SONIA SONIA SONIA N/A N/A

2.00 % 2.00 % 2.00 % N/A N/A

Fixed interest rate N/A N/A N/A 2.93 % 3.00 %

(1) British Pound debt obligations shown in U.S.

Foreign-denominated obligations are converted at the applicable exchange rate on the balance sheet date.

(2) SONIA used as of June 30, 2025 was 4.22 %.

As of June 30, 2025, the Company was in compliance with all applicable financial covenants under the borrowings assumed from the Acquisition.

Subsequent to June 30, 2025, the revolving credit facilities and secured notes payable were fully paid off.

See Note 16, Subsequent Events , for additional information.

Schedule of Debt Maturities

The following is a schedule of maturities for the Company’s outstanding debt as of June 30, 2025 (dollars in thousands):

Revolving Credit Facilities (1)

Term Loan Senior Unsecured Notes Secured Notes Payable (1)

2025 (Six months) $ — $ — $ — $ — $ —

2026 64,550 — — — 64,550

2027 — — — — —

2028 — — 400,000 — 400,000

2029 94,435 — — — 94,435

2030 — 500,000 — — 500,000

Thereafter — — — 103,005 103,005

Total Debt $ 158,985 $ 500,000 $ 400,000 $ 103,005 $ 1,161,990

(1) The revolving credit facilities and secured notes payable were fully paid off in July 2025.

See Note 16, Subsequent Events , for additional information.

The weighted average interest rate of the debt was 4.78 % as of June 30, 2025.

EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

At-The-Market Offering —On January 21, 2025, the Company entered into a new equity distribution agreement to issue and sell, from time to time, up to $ 750.0 million in aggregate offering price of its common stock through an “at-the-market” equity offering program (the “New ATM Program”) and terminated its previous $ 750.0 million “at-the-market” equity offering program (together, with all previous at-the-market equity offering programs, the “Previous ATM Programs” and together with the New ATM Program, the “ATM Program”).

4 unchanged sentences

The weighted average forward sale price that the Company would expect to receive upon physical settlement would be subject to adjustment for (i) a floating interest rate factor equal to a specified daily rate less a spread, (ii) the forward purchaser’s stock borrowing costs and (iii) scheduled dividends through the settlement.

The following table summarizes the ATM Program activity (or activity under any predecessor at-the-market equity offering programs) for the three months ended March 31, 2025 and 2024 (in thousands, except per share amounts):

For the Three Months Ended

March 31, 2025

March 31, 2024

The following table summarizes the ATM Program activity (or activity under any predecessor at-the-market equity offering programs) for the three and six months ended June 30, 2025 and 2024 (in thousands, except per share amounts):

For the Three Months Ended For the Six Months Ended

June 30, 2025

June 30, 2024 June 30, 2025

June 30, 2024

Number of shares 12,055 12,145 12,608 23,745

2 unchanged sentences

$ 353,907 $ 306,534 $ 369,871 $ 579,767

(1) Total gross proceeds is before $ 0.2 million and $ 3.4 million of commissions paid to the sales agents during the three months ended March 31, 2025 and 2024, respectively, under the ATM Program.

As of March 31, 2025, the Company had $ 734.0 million available for future issuances under the New ATM Program.

Dividends on Common Stock — The following table summarizes the cash dividends per share of common stock declared by the Company’s board of directors for the first three months of 2025 (dollars in thousands, except per share amounts):

(1) Total gross proceeds is before $ 4.4 million and $ 3.8 million of commissions paid to the sales agents during the three months ended June 30, 2025 and 2024, respectively, under the ATM Program.

Total gross proceeds is before $ 4.6 million and $ 7.2 million of commissions paid to the sales agents during the six months ended June 30, 2025 and 2024, respectively, under the ATM Program.

As of June 30, 2025, the Company had $ 380.1 million available for future issuances under the New ATM Program.

Dividends on Common Stock — The following table summarizes the cash dividends per share of common stock declared by the Company’s board of directors for the first six months of 2025 (dollars in thousands, except per share amounts):

For the Three Months Ended

March 31, 2025

March 31, 2025 June 30, 2025

Dividends declared per share $ 0.335 $ 0.335

Dividends payment date April 15, 2025

Dividends payment date April 15, 2025 July 15, 2025

Dividends payable as of record date $ 63,053 $ 67,100

Dividends record date March 31, 2025

Redeemable Noncontrolling Interest

Dividends record date March 31, 2025 June 30, 2025

Redeemable Noncontrolling Interests

Arrangements with noncontrolling interest holders are assessed for appropriate balance sheet classification based on the redemption and other rights held by the noncontrolling interest holder.

One of the Company’s noncontrolling interest holders has the ability to put its equity interest to the Company during specified option exercise periods, subject to certain conditions.

The put option is payable in cash and subject to changes in redemption value.

Accordingly, the Company records the redeemable noncontrolling interest outside of permanent equity.

The redeemable noncontrolling interest is adjusted for additional contributions and distributions and the proportionate share of the net earnings or losses.

When the redemption of the noncontrolling interest becomes probable, the Company will record the redeemable noncontrolling interest at the greater of its carrying amount or redemption value at the end of each reporting period by making an election either to accrete changes in the redemption value of the redeemable noncontrolling interest over the period from the date it is probable of exercise to the earliest redemption date or to recognize the entire adjustment on the date redemption becomes probable.

In addition to the rights of the redeemable noncontrolling interest holder, the Company has the ability to call the interest of the noncontrolling interest holder during specified option exercise periods.

As of March 31, 2025, the redeemable noncontrolling interest did not meet the conditions for redemption.

Two of the Company’s noncontrolling interest holders have the ability to put their equity interests to the Company during specified option exercise periods, subject to certain conditions.

The put options are payable in cash and subject to changes in redemption value.

Accordingly, the Company records the redeemable noncontrolling interests outside of permanent equity.

The redeemable noncontrolling interests are adjusted for additional contributions and distributions and the proportionate share of the net earnings or losses.

When the redemption of the noncontrolling interests becomes probable, the Company will record the redeemable noncontrolling interests at the greater of their carrying amounts or redemption values at the end of each reporting period by making an election either to accrete changes in the redemption values of the redeemable noncontrolling interests over the period from the date it is probable of exercise to the earliest redemption date or to recognize the entire adjustment on the date redemption becomes probable.

In addition to the rights of the redeemable noncontrolling interest holders, the Company has the ability to call the interests of the noncontrolling interest holders during specified option exercise periods.

As of June 30, 2025, the redeemable noncontrolling interests did not meet the conditions for redemption.

CARETRUST REIT, INC.

13 unchanged sentences

The vesting of certain awards may accelerate, as defined in the grant agreement, upon retirement, a change in control or other events.

The following table summarizes the status of the restricted stock award activity for the three months ended March 31, 2025 :

The following table summarizes the status of the restricted stock award activity for the six months ended June 30, 2025 :

Shares Weighted Average Share Price

1 unchanged sentence

RSAs 148,495 27.29

Board Awards 20,148 28.79

Vested ( 167,663 ) 21.52

Unvested balance at March 31, 2025 544,968 $ 25.42

As of March 31, 2025, the weighted-average remaining vesting period of such award s was 2.0 years.

Unvested balance at June 30, 2025 553,979 $ 25.67

As of June 30, 2025, the weighted-average remaining vesting period of such award s was 1.9 years.

The following table summarizes the stock-based compensation expense recognized for the periods presented (dollars in thousands):

For the Three Months Ended March 31,

For the Three Months Ended June 30,

For the Six Months Ended June 30,

2025 2024 2025 2024

Stock-based compensation expense $ 3,026 $ 1,406 $ 6,935 $ 3,526

As of March 31, 2025, there was $ 15.8 million of unamortized stock-based compensation expense related to the unvested RSAs and TSR Units.

As of June 30, 2025, there was $ 13.6 million of unamortized stock-based compensation expense related to the unvested RSAs and TSR Units.

CARETRUST REIT, INC.

2 unchanged sentences

The following table presents the calculation of basic and diluted earnings per common share attributable to CareTrust REIT, Inc.

(“EPS”) for the Company’s common stock for the three months ended March 31, 2025 and 2024, and reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS (dollars and shares in thousands, except per share amounts):

For the Three Months Ended March 31,

(“EPS”) for the Company’s common stock for the three and six months ended June 30, 2025 and 2024, and reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS (dollars and shares in thousands, except per share amounts):

For the Three Months Ended June 30, For the Six Months Ended June 30,

2025 2024 2025 2024

Net income attributable to CareTrust REIT, Inc.

8 unchanged sentences

Antidilutive unvested RSAs excluded from the computation 554 327 554 327

(1) For the three months ended March 31, 2025 and 2024, RSAs are antidilutive.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

SEGMENT REPORTING

The Company represents a single reportable segment, based on how its chief operating decision maker (“CODM”) evaluates the businesses and allocates resources.

The chief operating decision maker (“CODM”) is the President and Chief Executive Officer.

The Company represents a single reportable segment consisting of investments in healthcare-related real estate properties located in the United States and the United Kingdom, based on how its CODM evaluates the businesses and allocates resources.

The CODM assesses performance for the Company and decides how to allocate resources based on consolidated net income that is also reported on the condensed consolidated income statements.

1 unchanged sentence

The CODM uses net income to evaluate the performance of the Company in deciding whether to reinvest profits into the Company.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

The CODM evaluates performance based on net income, as follows (in thousands):

For the Three Months Ended March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

2025 2024 2025 2024

Rental income $ 86,033 $ 55,407 $ 157,679 $ 108,909

4 unchanged sentences

Interest expense 13,038 8,679 19,707 16,907

Property taxes 2,065 1,801

Property taxes and insurance 2,117 1,976 4,182 3,777

Impairment of real estate investments — 25,711 — 28,455

8 unchanged sentences

Other expenses (1)

1,173 715 1,878 1,225

Total general and administrative 12,549 6,136 21,572 12,974

3 unchanged sentences

Unrealized gain (loss) on other real estate related investments, net 1,968 ( 1,877 ) 3,255 ( 2,489 )

Gain on foreign currency transaction 4,413 — 4,413 —

Total other income (loss) 6,381 ( 1,856 ) 11,544 ( 2,457 )

Income before income tax expense 68,932 10,418 134,125 39,168

Income tax expense ( 1,030 ) — ( 1,030 ) —

Net income 67,902 10,418 133,095 39,168

Net (loss) income attributable to noncontrolling interests ( 609 ) 4

Net loss attributable to noncontrolling interests ( 643 ) ( 340 ) ( 1,252 ) ( 336 )

Net income attributable to CareTrust REIT, Inc.

6 unchanged sentences

As the Company exercises power over and receives economic benefits from the VIEs, the Company is considered the primary beneficiary and consolidates the VIEs.

The following table summarizes the contributions to joint ventures that are consolidated variable interest entities through March 31, 2025 (dollars in thousands):

The following table summarizes the contributions to joint ventures that are consolidated variable interest entities through June 30, 2025 (dollars in thousands):

Gross Investment

7 unchanged sentences

TN, AL SNF 28 442,327 19,156 461,483

2024 / 2025 (2)

- - - 33,663 867 34,530

2024 / 2025 CA SNF Campus 1 33,810 867 34,677

WA, OR, ID SNF 10 140,610 5,478 146,088

Total 46 $ 739,814 $ 28,657 $ 768,471

(1) The noncontrolling interest is classified as a redeemable noncontrolling interest on the consolidated balance sheets.

(2) The Company entered into a joint venture to acquire real estate.

The gross investment amounts represent a deposit.

See Note 15, Subsequent Events, for additional information.

(1) The noncontrolling interest is classified as a redeemable noncontrolling interest on the condensed consolidated balance sheets.

Pursuant to the Company’s joint ventures (“JVs”), the Company typically contributes at least 90 % of the JV’s total investment amount and receives 100 % of the preferred equity interest in the JV and a 50 % common equity interest in the JV.

1 unchanged sentence

Total assets and total liabilities include VIE assets and liabilities as follows (dollars in thousands):

March 31, 2025

June 30, 2025

December 31, 2024

12 unchanged sentences

In the normal course of business, the Company enters into various commitments, typically consisting of funding of capital expenditures and short-term working capital loans to existing tenants while they await licensure and certification or are conducting turnaround work in one or more of the Company’s properties.

Capital expenditures for each property leased under the Company’s triple-net leases are generally the responsibility of the tenant, except for the facilities leased under certain master lease agreements, with certain subsidiaries of Ensign and Pennant, under which the tenant will have an option to require the Company to finance certain capital expenditures up to an aggregate of 20 % of the Company’s initial investment in such property, subject to a corresponding rent increase at the time of funding.

Capital expenditures for each property leased under the Company’s triple-net leases are generally the responsibility of the tenant, except for the facilities leased under certain master lease agreements, with certain subsidiaries of Ensign and The Pennant Group, under which the tenant will have an option to require the Company to finance certain capital expenditures up to an aggregate of 20 % of the Company’s initial investment in such property, subject to a corresponding rent increase at the time of funding.

For the Company’s other triple-net master leases, the tenants also have the option to request capital expenditure funding that would generally be subject to a corresponding rent increase at the time of funding, which are subject to tenant compliance with the conditions to the Company’s approval and funding of their requests.

3 unchanged sentences

The Company’s board of directors has authorized annual allocations of up to $ 500,000 to fund the Tenant ESG Program.

The table below summarizes the Company’s existing, known commitments and contingencies as of March 31, 2025 (in thousands):

The table below summarizes the Company’s existing, known commitments and contingencies as of June 30, 2025 (in thousands):

Remaining Commitment

3 unchanged sentences

Earn-out obligation (3)

(1) As of March 31, 2025, the Company had committed to fund expansions, construction, capital improvements and ESG incentives at certain triple-net leased facilities totaling $ 7.2 million, of which $ 6.3 million is subject to rent increase at the time of funding.

(2) Includes an earn-out advance of $ 9.0 million related to one mortgage loan, upon satisfaction of certain conditions.

(1) As of June 30, 2025, the Company had committed to fund expansions, construction, capital improvements and ESG incentives at certain triple-net leased facilities totaling $ 9.9 million, of which $ 8.4 million is subject to rent increase at the time of funding.

(2) Represents non-real estate secured loan commitments.

5 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Major operator concentration – The Company has operators from which it derived 10% or more of its revenue for the three months ended March 31, 2025 and 2024.

The following table sets forth information regarding the Company’s major operators as of March 31, 2025 and 2024:

Number of Facilities Number of Beds/Units Percentage of Total Revenue

Operator/Borrower SNF Campus ALF/ILF SNF Campus ALF/ILF Three Months Ended

March 31, 2025 (1)

89 7 7 9,288 843 661 21 %

23 3 — 2,809 322 — 11 %

March 31, 2024 (1)

85 8 7 9,024 997 661 30 %

Major operator concentration – The Company has operators from which it derived 10% or more of its revenue for the six months ended June 30, 2025 and 2024.

The following table sets forth information regarding the Company’s major operators as of June 30, 2025 and 2024:

Percentage of Total Revenue

Operator/Borrower Three Months Ended Six Months Ended

June 30, 2025 (1)

June 30, 2024 (1)

Priority Management Group 13 % 13 %

4 unchanged sentences

The Company has not verified this information through an independent investigation or otherwise.

Major geographic concentration – The following table provides information regarding the Company’s concentrations with respect to certain states, from which the Company derived 10% or more of its revenue for the three months ended March 31, 2025 and 2024:

Number of Facilities Number of Beds/Units Percentage of Total Revenue

State SNF Campus ALF/ILF SNF Campus ALF/ILF Three Months Ended

March 31, 2025 (1)

CA 42 12 11 4,979 2,004 1,032 23 %

TX 38 3 2 4,772 476 212 12 %

TN 29 — — 3,098 — — 12 %

March 31, 2024 (1)

CA 42 9 9 5,000 1,527 723 31 %

TX 41 4 2 5,193 630 212 20 %

Major geographic concentration – The following table provides information regarding the Company’s concentrations with respect to certain geographies, from which the Company derived 10% or more of its revenue for the six months ended June 30, 2025 and 2024:

Percentage of Total Revenue

Geography Three Months Ended Six Months Ended

June 30, 2025 (1)

June 30, 2024 (1)

(1) Based on the Company’s rental income and interest income on other real estate related investments, exclusive of operating expense reimbursements.

2 unchanged sentences

The Company evaluates subsequent events up until the date the condensed consolidated financial statements are issued.

Recent Acquisitions

On April 1, 2025, the Company purchased one multi-service campus in California for $ 34.7 million, inclusive of transaction costs, through a JV.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Recent Acquisitions and Investments

On July 1, 2025, the Company purchased one multi-service campus for $ 9.1 million, inclusive of transaction costs, through a JV.

The Company contributed $ 8.9 million to the JV.

1 unchanged sentence

The JV partner contributed the remaining $ 0.2 million of the total investment in exchange for 50 % of the common equity interest in the JV.

In connection with the acquisition of the facility, subsidiaries of the JV entered into a new master lease with affiliates of Ensign.

The master lease has an initial term of approximately 15 years, with two five-year renewal options.

Annual cash rent under the lease is $ 3.5 million, with annual CPI-based escalators.

See Note 12, Variable Interest Entities , for additional information.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Mortgage Loan Prepayment

In April 2025, one mortgage loan with a principal balance of $ 2.9 million was fully prepaid, including all unpaid accrued interest.

At-The-Market Offering of Common Stock

In April 2025, the Company sold 3.4 million shares under the ATM Program for gross proceeds of $ 99.5 million at an average sales price per share of $ 28.90 .

In connection with the acquisition of the facility, subsidiaries of the JV entered into a new master lease with a skilled nursing and seniors housing operator.

The master lease has an initial term of approximately 10 years, with two ten-year renewal options.

Annual cash rent under the lease is $ 0.9 million, with fixed annual escalators.

On August 1, 2025, the Company funded approximately $ 12.2 million (exclusive of transaction costs) in connection with the assignment and termination of several lease agreements between the Company and affiliates of Covenant Care California, LLC and pertaining to certain of the Company's owned facilities located in the State of California.

In connection with the transaction, the Company entered into new long-term leases (or in some instances, amended existing leases with current tenants of the Company) with replacement tenants to continue operating the facilities.

As a result of the subject transaction, the Company expects to receive approximately $ 3.9 million in additional annual rent.

Asset Exchange

On July 31, 2025, the Company completed an asset swap pursuant to which it transferred ownership of 10 U.K.

Care Homes to the counterparty in exchange for six U.K.

Care Homes and $ 2.9 million in cash before selling costs.

Care Homes were classified as held for sale as of June 30, 2025.

The annual rent did not significantly change as a result of the asset swap.

Mortgage Loan Origination

On July 1, 2025, the Company advanced the second installment of a mortgage loan of $ 5.0 million to a skilled nursing real estate owner.

The loan bears interest at a rate of 8.5 %, payable monthly.

The mortgage loan is set to mature on May 31, 2035 and includes a one year extension option.

The mortgage loan may be prepaid in whole, after June 1, 2026, for an exit fee ranging from 0 % to 2 % of the loan plus unpaid interest payments.

Financing Activity

On July 8, 2025, the Company paid off the entire outstanding balance of the secured notes payable.

On July 31, 2025, the Company paid off and terminated the secured revolving credit facilities.

In connection with the payoff of the secured revolving credit facilities, the Company settled the outstanding interest rate caps.

See Note 7, Fair Value Measurements , and Note 8, Debt , for additional information.

The Company did not record a material gain or loss in connection with the debt extinguishment.

The Company funded the payoffs with cash on hand and $ 65.0 million in net borrowings under the Third Amended Revolving Facility.

On July 10, 2025, the Company entered into two interest rate swaps, with a notional amount of $ 250.0 million each, to hedge the variable cash flows associated with the Term Loan Facility.

The interest rate swaps convert the Term Loan Facility’s Term SOFR rate to an effective fixed interest rate of 3.5 %.

The Company’s objective in using interest rate derivatives is to change variable interest rates to fixed interest rates by using interest rate swaps.

Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the term of the agreements without exchange of the underlying notional amount.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements