What changed in this filing

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Item 1. Financial Statements

2026-05-07 compared with 2025-11-05 · 370 added, 656 removed, 503 unchanged (67% of the section changed)

3 unchanged sentences

(in thousands, except share and per share amounts)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Real estate investments, net $ 3,876,643 $ 3,709,576

Financing receivable, at fair value (including accrued interest of $ 2,331 as of September 30, 2025 and $ 281 as of December 31, 2024)

Financing receivable, at fair value (including accrued interest of $ 1,261 as of March 31, 2026 and $ 913 as of December 31, 2025)

92,541 92,193

Other real estate related investments (including accrued interest of $ 5,097 as of September 30, 2025 and $ 4,725 as of December 31, 2024)

Other real estate related investments, net (including accrued interest of $ 7,610 as of March 31, 2026 and $ 5,759 as of December 31, 2025)

931,546 899,262

Assets held for sale, net 28,143 57,261

Cash and cash equivalents 223,207 198,042

7 unchanged sentences

Accounts payable, accrued liabilities and deferred rent liabilities 100,073 120,442

Dividends payable 74,806 54,388

Dividends and distributions payable 88,547 74,806

Total liabilities 1,083,266 1,089,468

2 unchanged sentences

Preferred stock, $ 0.01 par value;

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

100,000,000 shares authorized, no shares issued and outstanding as of March 31, 2026 and December 31, 2025

Common stock, $ 0.01 par value;

500,000,000 shares authorized, 222,746,343 and 186,993,010 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

500,000,000 shares authorized, 226,531,431 and 222,746,343 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital 4,638,336 4,518,977

Cumulative distributions in excess of earnings ( 500,038 ) ( 491,796 )

Accumulated other comprehensive income 3,711 —

Accumulated other comprehensive (loss) income ( 8,967 ) 5,872

Total stockholders’ equity 4,131,596 4,035,280

6 unchanged sentences

(in thousands, except per share amounts)

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

For the Three Months Ended March 31,

Rental income $ 114,196 $ 71,646

Resident fees and services 3,852 —

Interest income from financing receivable 2,778 2,807

4 unchanged sentences

Property taxes and insurance 2,453 2,065

Impairment of real estate investments 452 8,417 452 36,872

Senior housing operating expenses 3,106 —

Transaction costs 207 888

2 unchanged sentences

Total expenses 61,071 36,591

Other income (loss):

Loss on extinguishment of debt ( 390 ) ( 657 ) ( 390 ) ( 657 )

(Loss) gain on sale of real estate, net — ( 2,286 ) 3,876 ( 2,254 )

Unrealized gain (loss) on other real estate related investments, net 3,603 1,800 6,858 ( 689 )

(Loss) gain on foreign currency transactions ( 298 ) — 4,115 —

Total other income (loss) 2,915 ( 1,143 ) 14,459 ( 3,600 )

Other income:

Gain on sale of real estate, net

Unrealized gain on other real estate related investments, net 7 1,287

Gain on foreign currency transactions, net 57 —

Total other income 64 5,163

Income before income tax expense 81,776 65,193

1 unchanged sentence

Net income 79,505 65,193

Net income (loss) attributable to noncontrolling interests 29 ( 165 ) ( 1,223 ) ( 501 )

Net loss attributable to noncontrolling interests ( 705 ) ( 609 )

Net income attributable to CareTrust REIT, Inc.

10 unchanged sentences

(in thousands)

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

For the Three Months Ended March 31,

Net income $ 79,505 $ 65,193

2 unchanged sentences

Cash flow hedges 3,541 —

Total other comprehensive (loss) income ( 15,318 ) — 3,711 —

Total other comprehensive loss

Total comprehensive income 64,666 65,193

Total comprehensive income (loss) attributable to noncontrolling interests 29 ( 165 ) ( 1,223 ) ( 501 )

Total comprehensive loss attributable to noncontrolling interests

( 705 ) ( 609 )

Comprehensive income attributable to CareTrust REIT, Inc.

10 unchanged sentences

Balance at December 31, 2025

222,746,343 $ 2,227 $ 4,518,977 $ ( 491,796 ) $ 5,872 $ 4,035,280 $ 5,532 $ 4,040,812 $ 18,156

Issuance of common stock, net 3,500,000 35 127,869 — — 127,904 — 127,904 —

6 unchanged sentences

Net income (loss) — — — 80,210 — 80,210 ( 68 ) 80,142 ( 637 )

Other comprehensive loss — — — — ( 14,839 ) ( 14,839 ) — ( 14,839 ) —

Balance at March 31, 2026

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)

226,531,431 $ 2,265 $ 4,638,336 $ ( 500,038 ) $ ( 8,967 ) $ 4,131,596 $ 6,568 $ 4,138,164 $ 15,705

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

Issuance of common stock, net 23,000,000 230 706,134 — — 706,364 — 706,364 —

Amortization of stock-based compensation — — 2,493 — — 2,493 — 2,493 —

Common dividends ($ 0.335 per share)

— — — ( 74,806 ) — ( 74,806 ) — ( 74,806 ) —

Distributions to noncontrolling interests — — — — — — ( 92 ) ( 92 ) ( 1,566 )

Contributions from noncontrolling interests — — — — — — 228 228 —

Net income (loss) — — — 74,901 — 74,901 925 75,826 ( 896 )

Other comprehensive loss — — — — ( 15,318 ) ( 15,318 ) — ( 15,318 ) —

Balance at September 30, 2025 222,746,343 $ 2,227 $ 4,516,509 $ ( 528,281 ) $ 3,711 $ 3,994,166 $ 4,572 $ 3,998,738 $ 18,472

See accompanying notes to condensed consolidated financial statements.

15 unchanged sentences

Contributions from noncontrolling interests — — — — — — 642 642 768

Net income — — — 28,746 — 28,746 4 28,750 —

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) — — — 65,802 — 65,802 106 65,908 ( 715 )

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

Issuance of common stock, net 17,240,925 172 493,472 — — 493,644 — 493,644 —

Amortization of stock-based compensation — — 1,143 — — 1,143 — 1,143 —

Common dividends ($ 0.29 per share)

— — — ( 49,721 ) — ( 49,721 ) — ( 49,721 ) —

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

Contributions from noncontrolling interests — — — — — — 628 628 —

Net income (loss) — — — 33,441 — 33,441 ( 165 ) 33,276 —

Balance at September 30, 2024 171,122,858 $ 1,711 $ 2,950,802 $ ( 530,317 ) $ — $ 2,422,196 $ 2,540 $ 2,424,736 $ —

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

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

Cash flows from operating activities:

3 unchanged sentences

Amortization of deferred financing costs 1,120 914

Loss on extinguishment of debt 390 282

Unrealized (gain) loss on other real estate related investments, net ( 6,858 ) 689

Unrealized gain on other real estate related investments, net ( 7 ) ( 1,287 )

Amortization of stock-based compensation 3,448 3,909

3 unchanged sentences

Noncash interest income ( 2,082 ) ( 1,904 )

(Gain) loss on sale of real estate, net ( 3,876 ) 2,254

Impairment of real estate investments 452 36,872

Gain on sale of real estate, net — ( 3,876 )

Change in operating assets and liabilities:

6 unchanged sentences

Purchases of equipment, furniture and fixtures and improvements to real estate ( 3,160 ) ( 2,276 )

Preferred equity investments ( 30,000 ) ( 52,000 )

Investment in real estate related investments and other loans receivable ( 30,549 ) ( 6,389 )

5 unchanged sentences

Proceeds from the issuance of common stock, net 127,904 15,562

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

Proceeds from the secured borrowing — 75,000

Borrowings under unsecured revolving credit facility — 425,000

Payments on unsecured revolving credit facility ( 650,000 ) —

Payments on senior unsecured term loan — ( 200,000 )

Payments on secured notes payable ( 102,375 ) —

Payments on secured revolving credit facilities ( 153,803 ) —

Payment on secured borrowing — ( 75,000 )

Payments on extinguishment of debt and deferred financing costs ( 4,600 ) ( 399 )

Payments on deferred financing costs — ( 141 )

Net-settle adjustment on restricted stock ( 10,490 ) ( 3,325 )

10 unchanged sentences

Supplemental schedule of noncash investing and financing activities:

Increase in dividends payable $ 20,418 $ 13,190

Right-of-use asset obtained in exchange for new operating lease obligation $ 1,465 $ 1,748

Assets held for sale exchanged for real estate investments $ 33,821 $ —

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

Sale of real estate settled with note receivable $ — $ 1,000

Liabilities assumed by buyer in connection with sale of real estate $ — $ 2,776

Increase in dividends and distributions payable $ 13,741 $ 8,665

Accrued costs payable related to acquisitions of real estate $ 487 $ —

See accompanying notes to condensed consolidated financial statements.

1 unchanged sentence

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 located in the United States (“U.S.”) and the United Kingdom (“U.K.”).

As of September 30, 2025, the Company owned, directly or through joint ventures, and leased to independent operators 399 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 36,192 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 September 30, 2025, the Company also had other real estate related investments consisting of four preferred equity investments, 15 real estate secured loans receivable, and five mezzanine loans receivable with a carrying value of $ 871.3 million and one financing receivable with a carrying value of $ 98.1 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.

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

The Company has elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes and is structured as an umbrella partnership REIT under which all of the Company’s assets are owned directly or indirectly by, and all of the Company’s operations are conducted directly or indirectly through, its operating subsidiary, CTR Partnership, L.P.

(the “Operating Partnership”).

As of March 31, 2026, the Company owned, directly or indirectly in consolidated joint ventures, and leased to independent operators 417 skilled nursing facilities (each, a “SNF”), senior housing communities and other properties consisting of 38,512 operational beds and units located in 32 states and the U.K.

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

As of March 31, 2026, the Company also had other real estate related investments consisting of four preferred equity investments, 17 real estate secured loans receivable, and five mezzanine loans receivable with a carrying value of $ 931.5 million and one financing receivable with a carrying value of $ 92.5 million.

During the fourth quarter of 2025, the Company began utilizing the structure authorized by the REIT Investment Diversification and Empowerment Act of 2007 (commonly referred to as “RIDEA”) as permitted by the Housing and Economic Recovery Act of 2008 in connection with the establishment of a senior housing operating portfolio (“SHOP”).

As of March 31, 2026, the Company also owned, indirectly in consolidated joint ventures, the properties and operations of three senior housing communities consisting of 270 units in Texas that are operated on behalf of the Company by independent managers pursuant to the terms of separate management agreements under the Company’s SHOP platform.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 unchanged sentences

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.

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 and third-party 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

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

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.

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 with an initial term 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.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

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 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

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

Recent Accounting Pronouncements

Not Yet Adopted— On November 4, 2024, the Financial Accounting Standards Board issued Accounting Standards Updates (“ASU”) 2024-03, which requires disaggregated disclosures of income statement expenses for public business entities.

The ASU requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements.

The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The Company is still evaluating its adoption timeline and the impact on its disclosures.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

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.

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 September 30, 2025 and December 31, 2024 (dollars in thousands):

September 30, 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 March 31, 2026 and December 31, 2025 (dollars in thousands):

March 31, 2026 December 31, 2025

Land $ 641,351 $ 632,466

6 unchanged sentences

Real estate investments, net $ 3,876,643 $ 3,709,576

(1) As of September 30, 2025 and December 31, 2024, accumulated depreciation and amortization included $ 0.9 million and $ 1.2 million, respectively, of accumulated amortization related to lease intangibles.

(1) As of March 31, 2026 and December 31, 2025, accumulated depreciation and amortization included $ 2.6 million and $ 1.5 million, respectively, of accumulated amortization related to lease intangibles.

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

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

As of March 31, 2026, all of the Company's owned facilities 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 September 30, 2025, eight facilities were held for sale.

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

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

As of September 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 (three months) $ 92,895

In addition, three properties are managed on behalf of the Company by a third-party operator pursuant to a management agreement.

As of March 31, 2026, the Company’s total future contractual minimum rental income for all of its operating leases, excluding operating expense reimbursements, was as follows (dollars in thousands):

2026 (nine months remaining) $ 322,286

Thereafter 3,289,078

Total $ 5,833,491

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Tenant Purchase Options

Certain of the Company’s operators hold purchase options allowing them to acquire properties they currently lease from the Company.

Certain of the Company’s tenants hold purchase options allowing them to acquire properties they currently lease from the Company.

A summary of these purchase options is presented below (dollars in thousands):

1 unchanged sentence

Current Cash Rent (2)

SNF 1 January 2030 02/01/2026 (3) A 1,200

SNF / Campus 2 October 2032 03/05/2027 (4) B 3,367 (8)

SNF / Campus 2 May 2034 06/01/2026 (5) B 3,064 (9)

SNF 2 October 2032 03/05/2027 (3) B 3,468 (8)

SNF 2 May 2034 06/01/2026 (4) B 3,064 (9)

SNF 1 November 2034 12/01/2027 (5) A 1,125

4 unchanged sentences

B - Fixed capitalization rate on lease revenue.

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

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

(2) Based on annualized cash revenue for contracts in place as of March 31, 2026.

(3) Option window is open for six months from the option period open date.

(4) Option window is open for nine months from the option period open date.

(6) Lease agreement provides for the purchase of one to two facilities in each window over four option windows, for a total of six facilities.

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

(6) Lease agreement provides for the purchase of one to two properties in each window over four option windows, for a total of six properties.

Each option window opens at the beginning of each of lease years four, five, six, and seven beginning December 1, 2027 and is open for one year .

(7) Option window is open for 24 months from the option period open date.

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

(8) Option provides for purchase of any two of the three properties.

The current cash rent shown is an average of the range of $ 3.3 million to $ 3.6 million.

(9) Option provides for purchase of any one of five facilities in the first option window and another one of five facilities in the second option window beginning June 1, 2027.

(9) Option provides for purchase of any one of five properties in the first option window and another one of five properties in the second option window beginning June 1, 2027.

The current cash rent shown is an average of the range of $ 2.7 million to $ 3.5 million.

Provided the operator exercises its option to extend the term of the master lease, beginning on June 1, 2035 and ending nine months thereafter, the operator will have an option for all facilities then remaining in the master lease.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Rental Income

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

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

Rental Income 2026 2025

4 unchanged sentences

Amortization of above and below-market lease intangibles ( 1 ) 926

4,819 809 6,718 1,959

Total $ 114,196 $ 71,646

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 September 30, 2025 and 2024 were $ 2.2 million and $ 1.7 million, respectively.

Tenant operating expense reimbursements for the nine months ended September 30, 2025 and 2024 were $ 6.4 million and $ 5.1 million, respectively.

(2) In connection with lease terminations in August 2025, the Company accelerated the amortization of the remaining below-market lease intangibles of $ 4.4 million during both the three and nine months ended September 30, 2025.

Tenant operating expense reimbursements for the three months ended March 31, 2026 and 2025 were $ 2.4 million and $ 2.3 million, respectively.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Recent Real Estate Acquisitions

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

The following table summarizes the Company’s real estate acquisitions for the three months ended March 31, 2026 (dollars in thousands):

Type of Property Purchase Price (1)

Initial Annual Cash Rent (2)

Number of Properties Number of Beds/Units (2)

Skilled nursing (4)

$ 166,537 $ 16,100 11 973

Care Homes (5)

861,226 65,490 132 7,485

Multi-service campuses (6)

43,783 4,381 2 320

Assisted living 20,637 1,896 1 160

Skilled nursing triple-net $ 141,205 6 532

Senior housing triple-net 70,724 4 358

Total $ 211,929 10 890

(1) Purchase price includes capitalized acquisition costs.

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

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

(4) Includes 11 SNFs held through joint ventures.

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

(5) Includes U.K.

Care Homes acquired in connection with the Acquisition.

See Note 3, Acquisitions , for additional information.

On July 31, 2025, the Company swapped 10 U.K.

Care Homes for six U.K.

Care Homes and received £ 2.2 million in cash before selling costs.

The amounts shown above are inclusive of this asset swap.

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

(6) Includes two multi-service campuses held through joint ventures.

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

Lease Amendments and Terminations

New SNF lease and Lease Termination.

Effective August 31, 2025, the Company terminated its master lease with a skilled nursing operator and entered into a new triple-net master lease with a new skilled nursing operator with respect to three SNFs and one multi-service campus.

The new master lease has an initial term of approximately 15 years with two five-year renewal options and fixed rent escalators.

Initial annual cash rent under the new master lease was approximately $ 3.9 million.

Annual cash rent under the terminated master lease was $ 4.0 million.

Covenant Care Lease Transitions.

On August 1, 2025, the Company funded approximately $ 12.3 million (inclusive of transaction costs) in connection with the assignment and termination of multiple lease agreements between the Company and affiliates of Covenant Care California, LLC (“Covenant Care”) and pertaining to eight skilled nursing facilities, two multi-service campuses and one assisted living facility located in 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 described below.

As a result of the subject transaction, annual rent increased approximately $ 3.9 million.

Annual cash rent under the terminated master leases was $ 13.0 million and, during the three and nine months ended September 30, 2025, the Company accelerated the amortization of the remaining below market lease intangibles of $ 4.4 million and in-place lease intangibles of $ 2.4 million.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

In connection with the transaction, the Company amended one existing triple-net master lease with subsidiaries of The Ensign Group, Inc.

(“Ensign”) to add seven skilled nursing, multi-service campus and assisted living properties and extend the lease term.

The lease, as amended, has a remaining term of 15 years.

Three of the seven facilities will transition upon regulatory approval which is expected to occur in the next twelve months.

The applicable Ensign master lease, as amended, includes two five-year renewal options and CPI-based rent escalators.

Annual cash rent under the applicable master lease, as amended, increased by approximately $ 10.0 million.

Also in connection with the transaction, the Company, via two consolidated joint ventures, entered into a new triple-net master lease with a skilled nursing operator to include three SNFs.

The new master lease commenced August 1, 2025 with an initial term of approximately 10 years, including four five-year renewal options and fixed annual escalators.

Initial annual cash rent under the new master lease was $ 6.4 million.

In addition, the Company amended one existing triple-net master lease to add one multi-service campus.

Annual cash rent under the applicable master lease, as amended, increased by approximately $ 0.6 million.

Amended Kalesta Lease.

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.

On February 28, 2025, the Company acquired one senior housing community.

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

The Kalesta master lease, as amended, had a remaining term at the date of amendment of approximately 15 years.

3 unchanged sentences

The Company entered into a new master lease (the “NC Jaybird Lease”) with affiliates of Jaybird Senior Living, Inc.

(“Jaybird”) with respect to two ALFs in North Carolina previously leased to Ridgeline.

(“Jaybird”) with respect to two senior housing communities in North Carolina previously leased to Ridgeline.

The NC Jaybird Lease commenced on January 1, 2025 with an initial term of approximately 12 years, featuring two five-year renewal options and CPI-based rent escalators.

Under the NC Jaybird Lease, Jaybird will receive three months of abated rent, followed by 15 months of rent calculated as a percentage of the tenants’ gross revenue.

Subsequently, the next twelve months will have a fixed annual cash rent amount of $ 0.8 million increasing annually based on CPI.

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

Effective May 1, 2025, two additional ALFs in Michigan and Ohio 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 ALFs which were under the Ridgeline master lease are currently held for sale.

Amended Eduro Lease and Amended Ensign Lease.

On March 1, 2024, operations of two SNFs in Colorado operated by affiliates of Eduro Healthcare, LLC (“Eduro”) were transferred to subsidiaries of Ensign.

In connection with the transfer, the Company partially terminated the Eduro master lease and amended one existing triple-net master lease with Ensign to include the two SNFs and extended the initial lease term by 15 years.

The applicable Ensign master lease, as amended, had a remaining term at the date of amendment of approximately 20 years with two five-year renewal options and CPI-based rent escalators.

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 SNF Lease and Lease Termination.

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

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.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Subsequently, the next 12 months will have a fixed annual cash rent amount of $ 0.8 million increasing annually based on CPI.

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

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

Impairment of Real Estate Investments Held for Sale

During both the three and nine months ended September 30, 2025, the Company recognized aggregate impairment charges of $ 0.5 million related to properties held for sale, which is reported in impairment of real estate investments in the condensed consolidated income statements.

During the three and nine months ended September 30, 2024, the Company recognized aggregate impairment charges of $ 8.4 million and $ 36.9 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 September 30, 2025, there were eight 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.

Estimated sales prices were determined using a market approach (comparable sales model), which relies on certain assumptions by management, including:

(i) comparable market transactions, (ii) estimated prices per unit, and (iii) binding agreements for sales and non-binding offers to purchase from unrelated third-parties.

There are inherent uncertainties in making these assumptions.

For the Company’s impairment calculations during the nine months ended September 30, 2025, the Company’s fair value estimates primarily relied on a market approach and utilized prices per unit ranging from $ 7,000 to $ 181,000 , with a weighted average price per unit of $ 67,000 .

For the Company’s impairment calculations during the nine months ended September 30, 2024, the Company’s fair value estimates primarily relied on a market approach and utilized prices per unit ranging from $ 5,000 to $ 94,000 , with a weighted average price per unit of $ 36,000 .

During the three months ended March 31, 2026 and 2025, the Company did not recognize any impairment.

As of March 31, 2026, there were no properties classified as held for sale.

Asset Sales and Held for Sale Reclassifications

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 an existing tenant in exchange for six U.K.

Care Homes and £ 2.2 million in cash before selling costs.

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

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Number of facilities (1)

There were no asset sales during the three months ended March 31, 2026.

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

Number of properties (1)

Net sales proceeds

$ 38,207 $ 7,712 $ 82,608 $ 8,852

Net carrying value 40,525

Net (loss) gain on sale, net $ — $ ( 2,286 ) $ 3,876 $ ( 2,254 )

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

(2) Net sales proceeds for the three and nine months ended September 30, 2025 includes non-cash consideration related to an asset exchange.

Net sales proceeds for the nine months ended September 30, 2024 includes $ 1.0 million of seller financing in connection with the sale of one ALF in January 2024.

Net sales proceeds for the three and nine months ended September 30, 2024 includes $ 2.8 million of liabilities assumed by the buyer in connection with the sale of 11 SNFs.

Net gain on sale $ 3,876

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

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

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

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

Net Carrying Value Number of Facilities

December 31, 2024

Additions to assets held for sale 50,066 12

Assets sold ( 40,525 ) ( 4 )

Impairment of real estate held for sale ( 452 ) —

September 30, 2025

December 31, 2023 $ 15,011 14

Additions to assets held for sale 54,021 10

Assets sold ( 11,106 ) ( 14 )

Impairment of real estate held for sale ( 36,872 ) —

Assets reclassified to held for investment ( 5,008 ) ( 2 )

September 30, 2024

March 31, 2025

CARETRUST REIT, INC.

1 unchanged sentence

OTHER REAL ESTATE RELATED AND OTHER INVESTMENTS

As of September 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 September 30, 2025

As of March 31, 2026 and December 31, 2025, the Company’s other real estate related investments, inclusive of accrued interest, consisted of the following (dollars in thousands):

Property Count and Type (8)

As of March 31, 2026

As of December 31, 2025

Loans Receivable, at Fair Value:

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

Fair Value as of September 30, 2025 (1)

SNF Senior housing

Principal Balance as of March 31, 2026

Fair Value as of March 31, 2026 (1)

Principal Balance as of December 31, 2025

1 unchanged sentence

Weighted Average Contractual Interest Rate (2), (3)

Maturity Date

4 unchanged sentences

Total $ 779,984 $ 798,900 $ 776,290 $ 792,950

Facility Count and Type

As of September 30, 2025

Loan Receivable, at Amortized Cost:

Care Home Principal Balance as of September 30, 2025

Book Value as of September 30, 2025 (5)

Loans Receivable, at Amortized Cost:

Principal Balance as of March 31, 2026

Book Value as of March 31, 2026 (5)

Principal Balance as of December 31, 2025

Book Value as of December 31, 2025

Weighted Average Effective Interest Rate Maturity Date

Mortgage secured loan receivable 1 $ 20,839 $ 21,350 $ — $ — 6.1 % 9/21/2026

Weighted Average Effective Interest Rate Weighted Average Effective Interest Rate Maturity Date

Mortgage secured loans receivable 2

$ 46,956 $ 48,061 $ 20,888 $ 21,728 7.6 % 6.1 % 9/21/2026 - 1/19/2027

As of September 30, 2025

Principal Balance as of September 30, 2025

Book Value as of September 30, 2025

$ 46,956 $ 48,061 $ 20,888 $ 21,728

Principal Balance as of March 31, 2026

Book Value as of March 31, 2026

Principal Balance as of December 31, 2025

Book Value as of December 31, 2025

Weighted Average Contractual Interest Rate Maturity Date

Weighted Average Contractual Interest Rate Weighted Average Effective Interest Rate Maturity Date

Preferred equity $ 83,782 $ 84,585 $ 83,782 $ 84,585 11.5 % 11.5 % N/A

Total $ 83,782 $ 84,585 $ 83,782 $ 84,585

Facility Count and Type

As of September 30, 2025

Financing Receivable, at Fair Value:

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

Fair Value as of September 30, 2025 (6)

SNF Senior housing Principal Balance as of March 31, 2026

Fair Value as of March 31, 2026 (6)

Principal Balance as of December 31, 2025

1 unchanged sentence

Weighted Average Effective Interest Rate (7)

Maturity Date

1 unchanged sentence

Total $ 91,280 $ 92,541 $ 91,280 $ 92,193

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

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

(1) Fair value of mortgage secured loans receivable includes $ 5.3 million and $ 3.9 million of accrued interest as of March 31, 2026 and December 31, 2025, respectively.

Fair value of mezzanine loans receivable includes $ 0.6 million of accrued interest as of March 31, 2026 and December 31, 2025.

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

(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 September 30, 2025 was 4.13 %.

(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) Book value of loan receivable, at amortized cost, includes $ 0.5 million of loan costs as of September 30, 2025.

(6) Fair value of financing receivable includes $ 2.3 million and $ 0.3 million of accrued interest as of September 30, 2025 and December 31, 2024, respectively.

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

(3) One mortgage secured loan receivable and one mezzanine loan 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, 2026 was 3.66 %.

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

(5) Book value of loan receivable, at amortized cost, includes $ 0.2 million and $ 0.4 million of unamortized loan costs, net as of March 31, 2026 and December 31, 2025, respectively.

(6) Fair value of financing receivable includes $ 1.3 million and $ 0.9 million of accrued interest as of March 31, 2026 and December 31, 2025, respectively.

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

The agreement provides for an initial contractual cash yield of 11.0 % for the first three years , with annual CPI-based escalators beginning in year four, subject to a 3 % cap.

3 unchanged sentences

If any deferred amounts remain unpaid, beginning in year eight, the deferred amounts are to be repaid in 24 equal monthly payments.

The Company has not received notice of exercise for the purchase option period currently open.

(8) Property count and type are as of March 31, 2026.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

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

Nine Months Ended September 30,

The following table summarizes the Company’s other real estate related investments activity for the three months ended March 31, 2026 and 2025 (dollars in thousands):

Three Months Ended March 31,

Origination of other real estate related investments $ 30,549 $ 6,389

Accrued interest, net 1,851 1,280

Unrealized gain (loss) on other real estate related investments, net 6,858 ( 689 )

Unrealized gain on other real estate related investments, net

Amortization of fees

Payments of other real estate related investments ( 6 ) ( 4,360 )

1 unchanged sentence

2026 Other Real Estate Related Investment Transactions

On January 10, 2025, the Company advanced the second installment of a mezzanine loan for one SNF secured by a pledge of membership interests in an up-tier holding company of the borrower group for $ 6.4 million.

The loan bears interest at a rate of 13 %, with annual CPI-based escalators.

The mezzanine loan is set to mature on December 31, 2034.

The mezzanine loan may not be prepaid in whole or in part prior to maturity.

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

The following table summarizes the Company’s other real estate related investments from January 1, 2026 through March 31, 2026 (dollars in thousands):

Investment Type Investment Effective Interest Rate Number of Properties Maturity Date Accounting Policy

Mortgage secured loan receivable (1)

$ 26,849 8.7 % 1 1/19/2027 Amortized Cost

Mortgage secured loan receivable 3,700 8.6 % — (2) 5/31/2035 Fair Value Option

Total $ 30,549 8.7 % 1

(1) Loans originated in British Pound (“GBP”) are converted at the spot rate on date of investment.

(2) Includes an additional funding on an existing mortgage secured loan receivable.

2025 Other Real Estate Related Investment Transactions

The following table summarizes the Company’s other real estate related investments from January 1, 2025 through March 31, 2025 (dollars in thousands):

Investment Type Investment Effective Interest Rate Number of Properties (1)

Maturity Date Accounting Policy

Mezzanine loan receivable $ 6,389 13.0 % — 12/31/2034 Fair Value Option

Total $ 6,389 13.0 % —

(1) Includes an additional funding on an existing mezzanine loan receivable.

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.

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 and July 1, 2025, the Company extended a mortgage loan through installments of $ 6.1 million and $ 5.0 million, respectively, 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.

On September 22, 2025, the Company extended a mortgage loan of £ 15.5 million, to an existing operator.

The mortgage loan is secured by one U.K.

Care Home and bears interest at a rate of 8.5 %.

The mortgage loan is set to mature on September 21, 2026, and includes a put and call option, subject to certain conditions, to purchase the real estate.

Upon receipt by the existing operator of certain regulatory approvals, the Company intends to exercise its option to accelerate the mortgage loan, acquire the underlying real estate securing the mortgage loan, and enter into a new long-term lease with the existing operator.

This mortgage loan is reflected at amortized cost on the condensed consolidated balance sheets.

The amortized cost of a loan receivable is the outstanding unpaid principal balance, net of unamortized costs and fees directly associated with the origination of the loan.

Direct loan origination costs are amortized over the term of the loan as an adjustment to interest income.

2024 Other Real Estate Related Investment Transactions

On January 1, 2024, the Company closed on the sale of one ALF.

In connection with the sale, the Company provided affiliates of the purchaser of the property with a $ 1.0 million mortgage loan which bears interest at a rate of 9.0 %.

The mortgage loan is secured by the ALF and is set to mature on January 1, 2027.

The mortgage loan may be prepaid in whole before the maturity date.

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

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

On January 25, 2024, the Company extended a $ 9.8 million mezzanine loan for a portfolio of ten SNFs located in Missouri secured by a pledge of membership interests in an up-tier holding company of the borrower group.

The Company participated in the loan alongside a co-lender pursuant to a participation agreement entered into between the Company and the co-lender.

Pursuant to such agreement, the Company provided $ 9.8 million in mezzanine loan proceeds and the co-lender provided the remaining $ 10.2 million of loan proceeds.

As a participant in the loan, and subject to limited exceptions, the Company is entitled to receive its proportionate share of loan payments made by the borrower with each co-lender’s proportionate share being given equal weight.

The loan bears interest at term SOFR plus 8.75 %, with a term SOFR floor of 6 %, payable monthly and net of a 0.75 % subservicing fee.

Commencing on February 1, 2026, monthly principal payments shall be due.

The mezzanine loan is set to mature on July 25, 2027, with two six-month extension options and may (subject to certain restrictions) be prepaid in whole before the maturity date for an exit fee ranging from 1 % to 2 % of the loan plus unpaid interest payments equal to 24 months (less the amount of monthly interest payments made by the borrower through the date of prepayment).

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

On February 1, 2024, the Company extended a $ 7.4 million mezzanine loan for one SNF located in California secured by a pledge of membership interests in an up-tier holding company of the borrower group.

The loan bears interest at 11.5 %, payable monthly.

The mezzanine loan is set to mature on January 31, 2029, and may not (subject to certain limited exceptions) be prepaid prior to the date that is 18 months following the loan closing.

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

On February 2, 2024, the Company extended a $ 35.0 million mezzanine loan for a portfolio of 15 SNFs located in Virginia secured by a pledge of membership interests in an up-tier holding company of the borrower group.

The Company participated in the loan alongside a co-lender pursuant to a participation agreement entered into between the Company and the co-lender.

Pursuant to such agreement, the Company provided $ 35.0 million in mezzanine loan proceeds and the co-lender provided the remaining $ 50.0 million of loan proceeds.

The loan bears interest at term SOFR plus 8.75 %, with a term SOFR floor of 6 %, payable monthly and net of a 0.75 % subservicing fee.

Commencing on February 2, 2026, monthly principal payments shall be due.

The mezzanine loan is set to mature on August 1, 2027, with two six-month extension options and may (subject to certain restrictions) be prepaid in whole before the maturity date for an exit fee ranging from 1 % to 2 % of the loan plus unpaid interest payments equal to 18 months (less the amount of monthly interest payments made by the borrower through the date of prepayment).

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.

On June 3, 2024, the Company extended a $ 165.0 million mortgage loan to a regional health care real estate owner.

The mortgage loan is secured by eight SNFs located in North Carolina and bears interest at a rate of SOFR plus 4.25 %, with a term SOFR floor of 5.15 %, payable monthly and net of a 0.25 % subservicing fee.

Commencing on June 1, 2027, monthly principal payments will be due.

The mortgage loan is set to mature on June 1, 2029, and includes two six-month extension options.

The mortgage loan may not be prepaid prior to June 1, 2026, subject to certain limited exceptions.

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

Concurrently with closing, KeyBank National Association purchased a $ 75.0 million participation in the mortgage loan from the Company.

On July 30, 2024, the Company exercised the call option on the $ 75.0 million secured borrowing at a call purchase price equal to the principal amount plus accrued and unpaid interest and an exit fee of $ 0.4 million.

On August 1, 2024, the Company extended a $ 260.0 million mortgage loan to a skilled nursing real estate owner.

The loan is secured by a first priority mortgage lien on a real estate portfolio of 37 SNFs, ALFs and multi-service campuses located in various states and bears interest at a fixed rate of 8.4 %, payable monthly.

The mortgage loan is set to mature on August 1, 2029 and has a 24-month lockout period on prepayment subject to certain exceptions.

The mortgage loan may otherwise be prepaid in part or in whole after the 24-month lockout period with agreed upon exit fees, as applicable.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Preferred E quity 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 August 1, 2024, the Company funded a $ 43.0 million preferred equity investment in an uptier holding company of the borrower under an existing $ 260.0 million mortgage loan.

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

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

3 unchanged sentences

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 and $ 6.6 million during the three and nine months ended September 30, 2025, respectively.

During the three months ended December 31, 2025, the operator exercised one of its purchase options with respect to three facilities, reducing the outstanding principal of the financing receivable by approximately $ 4.4 million.

Cash received from the financing receivable was $ 2.4 million and $ 2.2 million during the three months ended March 31, 2026 and 2025, respectively.

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

Other Loans Receivables

As of September 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 September 30, 2025

Investment Principal Balance as of September 30, 2025

Book Value as of September 30, 2025

As of March 31, 2026 and December 31, 2025, the Company’s other loans receivable, which are 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, 2026

As of December 31, 2025

Investment Principal Balance as of March 31, 2026

Book Value as of March 31, 2026

Principal Balance as of December 31, 2025

Book Value as of December 31, 2025

Weighted Average Contractual Interest Rate Maturity Date

Weighted Average Contractual Interest Rate Weighted Average Contractual Interest Rate Maturity Date

Other loans receivable $ 29,022 $ 29,878 $ 29,509 $ 30,217 8.4 % 8.4 % 6/1/2026 - 12/31/2030

1 unchanged sentence

Total $ 29,022 $ 22,884 $ 29,509 $ 23,223

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

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

Nine Months Ended September 30,

Origination of other loans receivable $ 226 $ 985

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

The following table summarizes the Company’s other loans receivable activity for the three months ended March 31, 2026 and 2025 (dollars in thousands):

Three Months Ended March 31,

Principal payments $ ( 333 ) $ ( 222 )

Accrued interest, net 148 32

Foreign currency translation ( 154 ) —

Net change in other loans receivable

(1) In connection with the Acquisition, the Company assumed other loans receivable, including one for $ 6.7 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 $ 5.0 million.

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

$ ( 339 ) $ ( 190 )

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

During both the nine months ended September 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 nine months ended September 30, 2025 and 2024 (dollars in thousands):

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

During both the three months ended March 31, 2026 and 2025, 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 other real estate related investments, other loans receivable and other investments during the three months ended March 31, 2026 and 2025 (dollars in thousands):

For the Three Months Ended March 31,

Investment 2026 2025

1 unchanged sentence

Mezzanine loans receivable 1,724 2,821

Preferred equity investment 2,403 1,110 5,811 1,322

Preferred equity investments 2,399 1,497

Other loans receivable 521 334

Financing receivable 2,778 2,807

4,165 4,188 11,142 12,654

Total $ 24,735 $ 24,975

(1) Other income is comprised of interest income on money market funds and escrow deposits.

DERIVATIVES AND HEDGING

The Company estimates the fair value of derivative instruments, including its interest rate caps, swaps and foreign currency forwards, 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 March 31, 2026, the Company has one foreign currency forward contract with £ 7.7 million in notional value, which is designated as a cash flow hedge.

The Company entered into cash flow hedges to hedge the foreign currency risk of intercompany loans denominated in GBP.

As of March 31, 2026, the Company has 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 (as defined below).

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.

The following table summarizes the terms and fair values of the Company’s derivative financial instruments as of March 31, 2026:

Derivative Notional Amount (in thousands)

Maturity or Settlement Date Index Strike Rate Fair Value as of March 31, 2026 (in thousands)

Fair Value as of December 31, 2025 (in thousands)

Cash flow hedge £ 7,741 June 2026 GBP-USD exchange rate $ 1.34 $ 98 $ ( 67 )

Interest rate swap $ 250,000 June 2028 USD-SOFR 3.5 % 112 ( 1,543 )

Interest rate swap $ 250,000 June 2028 USD-SOFR 3.5 % 111 ( 1,543 )

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

The table below presents the effect of cash flow hedge accounting on accumulated other comprehensive income (loss) for the three months ended March 31, 2026 (dollars in thousands):

For the three months ended March 31, 2026

Gain recognized in Other Comprehensive Income (Loss) Gain reclassified from Accumulated Other Comprehensive Income (Loss) into Income Income Statement Location

Cash flow hedge $ 289 $ ( 57 ) Gain on foreign currency transactions, net

Interest rate swap 3,505 ( 196 ) Interest expense

$ 3,794 $ ( 253 )

The Company estimates that an additional $ 0.6 million will be reclassified from accumulated other comprehensive income as a net decrease to interest expense and $ 0.1 million will be reclassified from accumulated other comprehensive income to gain on foreign currency transactions over the next 12 months.

FAIR VALUE MEASUREMENTS

6 unchanged sentences

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

The Company evaluates its hierarchy disclosures each quarter and, depending on various factors, it is possible that an asset or

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

liability may be classified differently from quarter to quarter.

The Company evaluates its hierarchy disclosures each quarter and, depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter.

Changes in the type of inputs may result in a reclassification for certain assets.

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 and liabilities measured at fair value on a recurring basis as of September 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 September 30, 2025

The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025, 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, 2026

Mortgage secured loans receivable $ — $ — $ 742,440 $ 742,440

1 unchanged sentence

Financing receivable — — 92,541 92,541

Total assets $ — $ — $ 863,505 $ 863,505

Cash flow hedges — 321 — 321

Total liabilities $ — $ 3,186 $ — $ 3,186

Total assets $ — $ 321 $ 891,441 $ 891,762

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

2 unchanged sentences

Financing receivable — — 92,193 92,193

Total $ — $ — $ 837,008 $ 837,008

$ — $ — $ 885,143 $ 885,143

Cash flow hedges

$ — $ 3,220 $ — $ 3,220

Total liabilities

$ — $ 3,220 $ — $ 3,220

The following table details the Company’s assets measured at fair value on a recurring basis using Level 3 inputs (dollars in thousands):

4 unchanged sentences

Accrued interest, net 1,441 — 348

Unrealized gain, net 6,447 814 —

Unrealized gain (loss), net 825 ( 10 ) —

Payments — ( 6 ) —

Balance as of September 30, 2025

Balance as of March 31, 2026

$ 742,440 $ 56,460 $ 92,541

Real estate secured and mezzanine loans receivable, at fair value:

The fair value of the secured and mezzanine loans receivables were estimated using an internal valuation model that considered the expected future cash flows of the investment, the underlying collateral value, market interest rates and other credit enhancements.

The fair value of the secured and mezzanine loans receivable were estimated using an internal valuation model that considered the expected future cash flows of the investment, the underlying collateral value, market interest rates and other credit enhancements.

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 and nine months ended September 30, 2025, the Company recorded a net unrealized gain of $ 4.0 million and $ 7.3 million, respectively, on its secured and mezzanine loans receivable, to bring the interest rates in line with market rates.

During the three months ended September 30, 2024, the Company recorded unrealized gains of $ 5.9 million, which were partially offset by unrealized losses of $ 4.1 million, on its secured and mezzanine loans receivable to bring the interest rates in line with market rates.

During the nine months ended September 30, 2024, the Company recorded unrealized losses on its secured and mezzanine loans receivable of $ 7.3 million, which were partially offset by unrealized gains of $ 6.6 million, to bring the interest rates in line with market rates.

During the three months ended March 31, 2026, the Company recorded a net unrealized gain of $ 0.8 million on its secured and mezzanine loans receivable, to bring the interest rates in line with market rates.

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

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.

As of March 31, 2026 and December 31, 2025, the Company did no t have any loans that were 90 days or more past due.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

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 September 30, 2025:

Type Book Value as of September 30, 2025

Type Book Value as of March 31, 2026

Valuation Technique Unobservable Inputs Range

2 unchanged sentences

Derivative instruments:

In connection with the Acquisition, the Company assumed Care REIT’s two outstanding interest rate caps with an aggregate £ 100.0 million in notional value to mitigate the interest rate risk of the variable rate secured revolving credit facilities.

The interest rate derivatives were not designated as a hedge in qualifying hedging relationships.

In July 2025, the Company paid off its variable rate secured revolving credit facilities and terminated the interest rate cap instruments associated with them.

See Note 8, Debt , for additional information.

The Company recorded a $ 0.3 million loss and a $ 0.2 million net gain in interest expense related to the interest rate caps during the three and nine months ended September 30, 2025, respectively.

In June 2025, the Company entered into 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.

The Company entered into cash flow hedges to hedge the foreign currency risk of intercompany loans denominated in GBP.

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 (as defined below).

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.

The following table summarizes the terms and fair values of the Company’s derivative financial instruments as of September 30, 2025:

Derivative Notional Amount (in thousands)

Maturity or Settlement Date Index Strike Rate Fair Value as of September 30, 2025 (in thousands)

Cash flow hedge £ 7,826 December 2025 GBP-USD exchange rate $ 1.34 $ ( 62 )

Cash flow hedge £ 7,656 March 2026 GBP-USD exchange rate $ 1.34 ( 53 )

Cash flow hedge £ 7,741 June 2026 GBP-USD exchange rate $ 1.34 ( 49 )

Interest rate swap $ 250,000 June 2028 USD-SOFR 3.5 % 1,511

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

The table below presents the effect of cash flow hedge accounting on accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2025 (dollars in thousands):

Gain (loss) recognized in Other Comprehensive Income (Loss) Gain (loss) reclassified from Accumulated Other Comprehensive Income (Loss) into Income Income Statement Location

For the three months ended September 30, 2025 For the nine months ended September 30, 2025 For the three months ended September 30, 2025 For the nine months ended September 30, 2025

Cash flow hedge $ ( 946 ) $ 200 $ ( 37 ) $ ( 37 ) Gain/loss on foreign currency transaction

Interest rate swap 1,987 1,987 1,035 1,035 Interest expense

$ 1,041 $ 2,187 $ 998 $ 998

The Company estimates that an additional $ 0.2 million will be reclassified from accumulated other comprehensive income as a net decrease to interest expense and $ 0.2 million will be reclassified from accumulated other comprehensive income to loss on foreign currency transactions over the next 12 months.

The Company estimates the fair value of derivative instruments, including its swaps and foreign currency forwards, using the assistance of a third party using inputs that are observable in the market, which include forward yield curves and other relevant information.

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 September 30, 2025 was 12 %.

For the nine months ended September 30, 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 March 31, 2026 was 12 %.

For the three months ended March 31, 2026, there were no classification changes in assets and liabilities with Level 3 inputs in the fair value hierarchy.

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 8, Debt, below) as of September 30, 2025 and December 31, 2024 is as follows (dollars in thousands):

September 30, 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 March 31, 2026 and December 31, 2025 is as follows (dollars in thousands):

March 31, 2026 December 31, 2025

Value Carrying

7 unchanged sentences

Preferred equity investments:

The fair value of the preferred equity investments was estimated using an internal valuation model that considered the expected future cash flows of the investment, the underlying collateral value, market interest rates and other credit enhancements.

The Company utilized discount rates of 11 % to 15 % in its fair value calculation.

The fair values of the preferred equity investments were estimated using a discounted cash flow model that considered the expected future cash flows of the investments, the underlying collateral value, market interest rates and other credit enhancements.

The Company utilized discount rates ranging from 11 % to 15 % in its fair value calculations.

As such, the Company classifies these instruments as Level 3.

Loan receivable, at amortized cost:

The carrying value of the loan receivable at amortized cost approximates fair value due to the short-term nature of this instrument.

Loans receivable, at amortized cost:

The carrying value of the loans receivable at amortized cost approximates fair value due to the short-term nature of these instruments.

Senior unsecured notes payable:

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

The fair value of the Notes (as defined below) was determined using third-party quotes derived from orderly trades.

Unsecured revolving credit facility and senior unsecured term loan:

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

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

September 30, 2025 December 31, 2024

The following table summarizes the balance of the Company’s indebtedness as of March 31, 2026 and December 31, 2025 (dollars in thousands):

March 31, 2026 December 31, 2025

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

4 unchanged sentences

2028 Senior Notes.

On June 17, 2021, the Company’s wholly owned subsidiary, CTR Partnership, L.P.

(the “Operating Partnership”), and its wholly owned subsidiary, CareTrust Capital Corp.

On June 17, 2021, the Operating Partnership, and its wholly owned subsidiary, CareTrust Capital Corp.

(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.

6 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 Third Amended Revolving 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 September 30, 2025, the Company was in compliance with all applicable financial covenants under the indenture governing the Notes.

As of March 31, 2026, the Company was in compliance with all applicable financial covenants under the indenture governing the Notes.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Unsecured Revolving Credit Facility and Unsecured Term Loan Facility

Unsecured Revolving Credit Facility and Term Loan

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”).

The Third Amended Credit Agreement, which amends and restates the Second Amended Credit Agreement (as defined below) provides for an upsized unsecured revolving credit facility (the “Third Amended Revolving Facility”) with revolving commitments in an aggregate principal amount of $ 1.2 billion, 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.

The Third Amended Credit Agreement, which amended and restated the Second Amended Credit Agreement (as defined below) provides for an upsized unsecured revolving credit facility (the “Third Amended Revolving Facility”) with revolving commitments in an aggregate principal amount of $ 1.2 billion, 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.

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.

1 unchanged sentence

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.

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 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:

(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 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 to the Second Amended Credit Agreement”).

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.

On January 14, 2026, the Operating Partnership entered into a second amendment to the Third Amended Credit Agreement (the “Second Amendment to the Third Amended Credit Agreement”).

The Second Amendment to the Third Amended Credit Agreement amended the definition of Permitted Encumbrances to include liens on assets located in the U.K.

or on equity interests of any person owning such assets, in each case, securing intercompany loans.

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).

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 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 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 September 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.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

As of March 31, 2026, 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.

4 unchanged sentences

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

Debt Assumed in Connection with the Acquisition and Subsequently Paid Off

On May 8, 2025, upon consummation of the Acquisition, the Company assumed secured revolving credit facilities and secured notes payable with an outstanding balance of $ 154.0 million and $ 99.8 million, respectively.

The terms of the debt were as follows:

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

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

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) SONIA used at time of prepayment was 4.22 %.

On July 8, 2025, the Company repaid in full the secured notes payable.

The aggregate payoff amount of £ 75.5 million consisted of outstanding principal of £ 75.0 million and accrued and unpaid interest of approximately £ 0.5 million.

On July 31, 2025, the Company repaid in full and terminated the secured revolving credit facilities.

The aggregate payoff amount of £ 116.5 million consisted of outstanding principal of £ 115.8 million, accrued and unpaid interest of approximately £ 0.4 million and a prepayment penalty of £ 0.3 million.

In connection with the payoff of the secured revolving credit facilities, the Company terminated the interest rate caps associated with this variable rate debt.

See Note 7, Fair Value Measurements , for additional information.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

As of March 31, 2026, the Company was in compliance with all applicable financial covenants under the Third Amended Credit Agreement.

Schedule of Debt Maturities

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

The following is a schedule of maturities for the Company’s outstanding debt as of March 31, 2026 (dollars in thousands):

Term Loan Senior Unsecured Notes Total

2025 (Three months) $ — $ — $ —

2026 $ — $ — $ —

2028 — 400,000 400,000

2030 500,000 — 500,000

Thereafter — — —

Total Debt $ 500,000 $ 400,000 $ 900,000

As of September 30, 2025, the weighted average interest rate on the Company’s outstanding debt was 4.29 %, inclusive of the effects of interest rate swap agreements.

EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

Public Offering of Common Stock —On August 14, 2025, the Company completed an underwritten public offering of 23.0 million newly issued shares of its common stock at a price per share of $ 32.00 , resulting in gross proceeds of $ 736.0 million.

The Company used a portion of the proceeds to pay down the outstanding revolving credit facility and intends to use the remaining proceeds to fund acquisitions.

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”).

At-The-Market Offering —On February 17, 2026, the Company entered into a new equity distribution agreement to issue and sell, from time to time, up to $ 1.0 billion 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”).

In addition to the issuance and sale of shares of its common stock, the ATM Program also provides for the ability to enter into one or more forward sales agreements (each, an “ATM forward contract”) with sales agents for the sale of the Company’s shares of common stock under the ATM Program.

1 unchanged sentence

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 and nine months ended September 30, 2025 and 2024 (in thousands, except per share amounts):

For the Three Months Ended For the Nine Months Ended

September 30, 2025

September 30, 2024 September 30, 2025

September 30, 2024

As of March 31, 2026, 9.5 million shares remained unsettled under forward contracts, representing approximately $ 363.6 million in gross proceeds.

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, 2026 and 2025 (in thousands, except per share amounts):

For the Three Months Ended

March 31, 2026

March 31, 2025

Number of shares 3,500 553

2 unchanged sentences

$ 129,500 $ 15,964

(1) Total gross proceeds is before $ 6.2 million of commissions paid to the sales agents during the three months ended September 30, 2024, under the ATM Program.

Total gross proceeds is before $ 4.6 million and $ 13.4 million of commissions paid to the sales agents during the nine months ended September 30, 2025 and 2024, respectively, under the ATM Program.

(1) Total gross proceeds is before $ 1.0 million and $ 0.2 million of commissions paid to the sales agents and forward adjustments during the three months ended March 31, 2026 and 2025, respectively, under the ATM Program.

As of March 31, 2026, the Company had $ 879.0 million available for future issuances under the New ATM Program.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

As of September 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 nine months of 2025 (dollars in thousands, except per share amounts):

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 2026 (dollars in thousands, except per share amounts):

For the Three Months Ended

March 31, 2025 June 30, 2025 September 30, 2025

March 31, 2026

Dividends declared per share $ 0.39

Dividends payment date April 15, 2025 July 15, 2025 October 15, 2025

Dividends payment date April 15, 2026

Dividends payable as of record date $ 88,452

Dividends record date March 31, 2025 June 30, 2025 September 30, 2025

Dividends record date March 31, 2026

Redeemable Noncontrolling Interests

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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 September 30, 2025, the redeemable noncontrolling interests did not meet the conditions for redemption.

As of March 31, 2026, the redeemable noncontrolling interests did not meet the conditions for redemption.

STOCK-BASED COMPENSATION

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Incentive Award Plan (the “Plan”).

The Plan provides for the granting of stock-based compensation, including stock options, restricted stock, performance awards, restricted stock units, relative total stockholder return based stock awards and other incentive awards to officers, employees and directors in connection with their employment with or services provided to the Company.

The Plan provides for the granting of stock-based compensation, including stock options, restricted stock, performance awards, restricted stock units, relative total stockholder return based stock awards, LTIP Units (as defined below) and other incentive awards to officers, employees and directors in connection with their employment with or services provided to the Company.

Under the Plan, 5,000,000 shares have been authorized for awards.

Under the Plan, restricted stock awards (“RSAs”) typically vest in equal annual installments over a three year period.

The board of directors granted certain RSAs in 2025 (“2025 RSAs”) which vest in one installment over one year .

RSAs granted to non-employee members of the board of directors (“Board Awards”) vest in full on the earlier to occur of the Company’s next Annual Meeting of Stockholders or one year .

Restricted Stock Awards and Units

Prior to 2026, the board of directors granted restricted stock awards (“RSAs”) and, beginning in 2026, the board of directors granted restricted stock units (“RSUs”).

Under the Plan, RSAs and RSUs that are not TSR Units (as defined below) granted to employees of the Company typically vest in equal annual installments over a three year period.

The board of directors granted RSAs to certain employees of the Company in 2025 (“2025 RSAs”) which vested in one installment over one year .

RSAs granted to non-employee members of the board of directors (“Board Awards”) prior to 2026 vest in full on the earlier to occur of the Company’s next Annual Meeting of Stockholders or one year .

Beginning in 2026, RSUs granted to non-employee members of the board vest in full on the one year anniversary of the grant date.

Relative total shareholder return units (“TSR Units”) granted since 2021 are subject to both time and market based conditions and cliff vest after a three-year period.

The amount of such market awards that will ultimately vest is dependent on the Company’s total shareholder return (“TSR”) performance relative to a custom TSR peer group consisting of other publicly traded healthcare REITs and will range from 0 % to 200 % of the TSR Units initially granted.

The RSAs and Board Awards are valued on the date of grant based on the closing price of the Company’s common stock, while the TSR Units are valued on the date of grant using a Monte Carlo valuation model.

RSAs, RSUs and Board Awards are valued on the date of grant based on the closing price of the Company’s common stock, while the TSR Units are valued on the date of grant using a Monte Carlo valuation model.

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

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

Shares Weighted Average Share Price

Unvested balance at December 31, 2024 552,999 $ 23.86

RSAs 148,495 27.29

Board Awards 20,148 28.79

Vested ( 167,663 ) 21.52

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

As of September 30, 2025, the weighted-average remaining vesting period of such award s was 1.7 years.

On December 11, 2025, the Company, as the special limited partner of the Operating Partnership, and CareTrust GP, LLC, as the general partner of the Operating Partnership, entered into the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Amended Operating Partnership Agreement”).

The amendments set forth in the Amended Operating Partnership Agreement established a new general class of units of limited partnership in the Operating Partnership designated as “LTIP Units” and designated four specific sub-classes of LTIP Units, including “Basic LTIP Units” and “Performance LTIP Units”, as defined and further set forth in the Amended Operating Partnership Agreement.

LTIP Units are structured in a manner intended to qualify as “profits interests” for U.S.

federal income tax purposes, which means they cannot have any value on the date of grant were the Operating Partnership to be liquidated on that date.

As profits interests, LTIP Units only have value, other than with respect to the right to receive distributions, if the value of the assets of the Operating Partnership increases between the time of issuance of the LTIP Units and the date of a book-up event for partnership tax purposes.

Pursuant to an LTIP Unit program adopted by the Board in December 2025, each executive officer and certain other employees as well as members of the Board may elect to receive their annual Company equity awards in the form of Basic LTIP Units or Performance LTIPs, as applicable.

Basic LTIP Units granted under the Plan generally vest in equal annual installments over a period of three years or, in the case of Basic LTIP Units awarded to members of the Board, on the first anniversary of their grant date.

The Performance LTIP Units are scheduled to cliff vest at the end of a three-year period subject to a market-based performance condition tied to the Company’s TSR performance relative to a custom peer group consisting of other publicly traded healthcare REITs over the three-year period.

The Performance LTIP Units are granted at the maximum potential payout, inclusive of expected distributions during the performance period.

The number of units that ultimately vest can vary from 0 % to 100 % of target, and any difference from the original grant is forfeited.

The fair value of the time-based Basic LTIP Units is determined based on the closing market price of the Company’s shares on the grant date less a discount for post-vesting restrictions, liquidity risk, and uncertainty of the time-based Basic LTIP Units reaching parity with the value of the Company’s common stock.

The fair value of market-based Performance LTIP Units is determined based on the Monte Carlo valuation model using the same assumptions as TSR Units described above less a discount for post-vesting restrictions, liquidity risk, and uncertainty of the Performance LTIP Units reaching parity with the value of the Company’s common stock and the vesting terms of the awards.

The total grant date fair value of LTIP Units granted during the three months ended March 31, 2026 was $ 16.4 million.

The following table summarizes the RSUs and LTIP Unit grants during the three months ended March 31, 2026 :

RSUs LTIP Units

Shares Weighted Average Share Price Units Weighted Average Grant Date Fair Value per Unit

Granted 93,171 $ 38.72 786,870 $ 20.81

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

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2025 2024 2025 2024

For the Three Months Ended March 31,

Stock-based compensation expense $ 3,448 $ 3,909

As of September 30, 2025, there was $ 11.1 million of unamortized stock-based compensation expense related to the unvested RSAs and TSR Units.

As of March 31, 2026, there was $ 25.2 million of unamortized stock-based compensation expense related to the unvested RSAs, RSUs, TSR Units and LTIP Units, which is expected to be recognized over a weighted average period of approximately 2.1 years.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

The Company elected to be taxed as a REIT for U.S.

federal income tax purposes beginning with the taxable year ended December 31, 2014.

To maintain REIT status, the Company must meet a number of organizational and operational requirements, including a requirement to distribute at least 90% of its REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains.

In addition, the Company is required to meet certain asset and income tests.

As a REIT, the Company generally will not be subject to corporate level federal income tax on taxable income that it distributes to its stockholders.

The Company also elected to treat certain of its consolidated subsidiaries as taxable REIT subsidiaries (“TRS”), which are subject to federal, state and foreign income taxes.

In addition, as a result of our investments in the U.K., the Company is subject to income taxes under the laws of the U.K.

REITs generally are not subject to U.S.

federal income taxes on that portion of REIT taxable income or capital gain that is distributed to stockholders.

For the three months ended March 31, 2026, as a result of ownership of investments in a TRS and the U.K., the Company was subject to federal, state and foreign income taxes under the respective tax laws of these jurisdictions.

The following table summarizes pretax income and income tax expense by geography for continuing operations for the period presented (dollars in thousands):

For the Three Months Ended March 31, 2026

Pretax income

Income tax expense

$ 77,244 $ 111

$ 81,776 $ 2,271

The income tax expense for the three months ended March 31, 2026 was primarily due to income from foreign jurisdictions that are subject to withholding taxes.

Each TRS and foreign entity subject to income taxes is a tax paying component for purposes of classifying deferred tax assets and liabilities.

As of March 31, 2026 and December 31, 2025, deferred tax assets totaled zero and $ 0.1 million, respectively, and deferred tax liabilities totaled $ 7.6 million and $ 5.6 million, respectively.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

EARNINGS PER COMMON SHARE

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 and nine months ended September 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 September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

(“EPS”) for the Company’s common stock for the three months ended March 31, 2026 and 2025, 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,

Net income attributable to CareTrust REIT, Inc.

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Dilutive potential common shares - TSR Units 465 264

Dilutive potential common shares - forward equity agreements 476 —

Weighted-average diluted common shares outstanding 223,955 187,416

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Earnings per common share attributable to CareTrust REIT, Inc., diluted $ 0.36 $ 0.35

Antidilutive unvested RSAs excluded from the computation 554 327 554 327

Antidilutive unvested RSAs and RSUs excluded from the computation 299 545

SEGMENT REPORTING

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 Company represents a single reportable segment, based on how its CODM evaluates the business 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.

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

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

For the Three Months Ended March 31,

Rental income $ 114,196 $ 71,646

Resident fees and services

Interest income from financing receivable 2,778 2,807

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Property taxes and insurance 2,453 2,065

Impairment of real estate investments 452 8,417 452 36,872

Senior housing operating expenses

Transaction costs 207 888

Property operating expenses 296 105

General and administrative

Cash compensation 3,579 2,090

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Other expenses (1)

1,287 668 3,163 1,893

Total general and administrative 15,420 6,663 36,992 19,637

General and administrative

Total expenses 61,071 36,591

Other income (loss):

Loss on extinguishment of debt ( 390 ) ( 657 ) ( 390 ) ( 657 )

(Loss) gain on sale of real estate, net — ( 2,286 ) 3,876 ( 2,254 )

Unrealized gain (loss) on other real estate related investments, net 3,603 1,800 6,858 ( 689 )

(Loss) gain on foreign currency transaction, net ( 298 ) — 4,115 —

Total other income (loss) 2,915 ( 1,143 ) 14,459 ( 3,600 )

Other income:

Gain on sale of real estate, net

Unrealized gain on other real estate related investments, net

Gain on foreign currency transactions, net

Total other income

Income before income tax expense 81,776 65,193

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Net income 79,505 65,193

Net income (loss) attributable to noncontrolling interests 29 ( 165 ) ( 1,223 ) ( 501 )

Net loss attributable to noncontrolling interests ( 705 ) ( 609 )

Net income attributable to CareTrust REIT, Inc.

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(1) Other expenses include certain overhead expenses.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

VARIABLE INTEREST ENTITIES

VIEs for Which the Company is the Primary Beneficiary

Noncontrolling Interests —The Company has entered into ventures with unrelated third parties to own real estate and has concluded that such ventures are VIEs.

Noncontrolling Interests —The Company consolidates the Operating Partnership, a VIE in which the Company is considered the primary beneficiary.

The Company has the power to direct the activities of the Operating Partnership that most significantly affect the Operating Partnership’s performance, and through its interest in the Operating Partnership, has both the right to receive benefits from and the obligation to absorb losses of the Operating Partnership.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

The Company has entered into ventures with unrelated third parties to own real estate and has concluded that such ventures are VIEs.

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 September 30, 2025 (dollars in thousands):

Gross Investment

Investment Year State Facility Type Number of Facilities CTRE Noncontrolling Interests Total

2023 CA SNF 1 $ 25,459 $ 653 $ 26,112

2023 CA SNF 2 34,269 879 35,148

2024 CA ALF 1 10,760 276 11,036

2024 CA Multi-service campuses 2 28,076 720 28,796

2024 CA SNF 1 24,503 628 25,131

2024 / 2025 (1)

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

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

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

2025 CA SNF Campus 1 8,893 228 9,121

Total 47 $ 748,707 $ 28,885 $ 777,592

(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.

The Company’s JV partner contributes the remaining total investment amount in exchange for a 50 % common equity interest in the JV.

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

September 30, 2025

Total assets and total liabilities on the Company's condensed consolidated balance sheets include VIE assets and liabilities, excluding those of the Operating Partnership, as follows (dollars in thousands):

March 31, 2026

December 31, 2025

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Total liabilities $ 4,670 $ 4,856

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

VIE for Which the Company is not the Primary Beneficiary

VIEs for Which the Company is not the Primary Beneficiary

The Company is not required to consolidate VIEs in which it has concluded it does not have a controlling financial interest, and thus is not the primary beneficiary.

In such cases, the Company does not exercise power over and/or does not have potentially significant economic exposure from the VIE.

The Company’s investment in the unconsolidated VIE is carried in other real estate related investments on the condensed consolidated balance sheets and includes one mortgage secured loan issued by the VIE.

The fair value of the Company’s investment in the unconsolidated VIE at September 30, 2025 was £ 15.5 million.

The Company’s maximum exposure to loss from the unconsolidated VIE was £ 15.5 million at September 30, 2025.

In such cases, the Company does not exercise power over and/or does not have potentially significant economic exposure from the VIEs.

The Company’s investment in the unconsolidated VIEs are carried in other real estate related investments on the condensed consolidated balance sheets and include two mortgage secured loans issued by the VIEs.

The fair value of the Company’s investment in the unconsolidated VIEs were £ 35.5 million and £ 15.5 million at March 31, 2026 and December 31, 2025, respectively.

The Company’s maximum exposure to loss from the unconsolidated VIEs were £ 35.5 million and £ 15.5 million at March 31, 2026 and December 31, 2025, respectively.

COMMITMENTS AND CONTINGENCIES

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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 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.

Capital expenditures for each property leased under the Company’s triple-net leases are generally the responsibility of the tenant, except for the properties 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.

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.

The Company has also provided select tenants with strategic capital for facility upkeep and modernization.

The Company has also provided select tenants with strategic capital for property upkeep and modernization.

The Company’s Tenant Code of Conduct and Corporate Responsibility policy (the “Tenant ESG Program”) provides eligible triple-net tenants of the Company with monetary inducements to make sustainable improvements to the Company’s properties.

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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 September 30, 2025 (in thousands):

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

The table below summarizes the Company’s existing, known commitments and contingencies as of March 31, 2026 (in thousands):

Remaining Commitment

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Earn-out obligations (3)

(1) As of September 30, 2025, the Company had committed to fund expansions, construction, capital improvements and ESG incentives at certain triple-net leased facilities totaling $ 9.6 million, of which $ 8.7 million is subject to rent increase at the time of funding.

(1) As of March 31, 2026, the Company had committed to fund expansions, construction, capital improvements and environmental, social and governance incentives at certain triple-net leased properties totaling $ 5.6 million, of which $ 4.1 million is subject to rent increase at the time of funding.

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

(3) Includes an earn-out obligation of up to $ 10.0 million under a purchase and sale agreement for one SNF in Virginia, which was acquired during 2024.

The earn-out is available, contingent on the operator achieving certain thresholds per the agreement, beginning in October 2025 through October 2026.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

(3) Includes earn‑out obligations of up to $ 42.5 million related to acquisitions completed in 2024 and 2025.

This consists of (i) up to $ 10.0 million under a purchase and sale agreement for one SNF in Virginia acquired in 2024, with the earn‑out payable upon the operator’s achievement of specified performance thresholds from October 2025 through October 2026, and (ii) up to $ 32.5 million under a purchase and sale agreement for five skilled nursing facilities in Virginia, North Carolina, and Maryland acquired in 2025, with the earn‑out payable upon the operator’s achievement of specified performance thresholds from December 2026 through December 2028.

CONCENTRATION OF RISK

Concentrations of credit risk arise when one or more tenants, operators, or obligors related to the Company’s investments are engaged in similar business activities or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions.

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

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

Major operator or borrower concentration – The Company has operators and borrowers from which it derived 10% or more of its revenue for the three months ended March 31, 2026 and 2025.

The following table sets forth information regarding the Company’s major operators as of March 31, 2026 and 2025:

Percentage of Total Revenue

Operator/Borrower Three Months Ended Nine Months Ended

September 30, 2025 (1)

September 30, 2024 (1)

Priority Management Group 11 % 12 %

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

(2) Ensign is subject to the registration and reporting requirements of the SEC and is required to file with the SEC annual reports containing audited financial information and quarterly reports containing unaudited financial information.

Ensign’s financial statements, as filed with the SEC, can be found at http://www.sec.gov.

Operator/Borrower Three Months Ended

March 31, 2026 (1)

March 31, 2025 (1)

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

(2) Ensign and the PACS Group, Inc.

(“PACS”) are subject to the registration and reporting requirements of the U.S.

Securities and Exchange Commission (the “SEC”) and are required to file with the SEC annual reports containing audited financial information and quarterly reports containing unaudited financial information.

Ensign and PACS’s financial statements, as filed with the SEC, can be found at http://www.sec.gov.

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 geographies from which the Company derived 10% or more of its revenue for the nine months ended September 30, 2025 and 2024:

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Percentage of Total Revenue

Geography Three Months Ended Nine Months Ended

September 30, 2025 (1)

September 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.

Geography Three Months Ended

March 31, 2026 (1)

March 31, 2025 (1)

SUBSEQUENT EVENTS

The Company evaluates subsequent events in accordance with ASC 855, Subsequent Events .

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

Recent Acquisitions and Investments

On April 1, 2026, the Company acquired a senior housing community in California for $ 76.2 million, which includes estimated capitalized acquisition costs.

In connection with the acquisition of the property, the Company amended an existing master lease with a senior housing operator.

The amended master lease has a remaining term of 8.5 years, with two five-year renewal options.

Annual cash rent under the amended lease increased by approximately $ 6.3 million.

On April 1, 2026, the Company extended a mortgage loan of $ 42.6 million.

The mortgage loan is secured by five SNFs located in the Midwest and bears interest at a rate of 8.75 % during the first year of the loan and 9.25 % thereafter.

The mortgage loan is set to mature on April 1, 2032, and includes a put and call option, subject to certain conditions, to purchase the real estate.

On April 16, 2026, the Company acquired four care homes in the U.K.

for approximately £ 42.6 million, which includes estimated capitalized acquisition costs.

In connection with the acquisition of the properties, the Company entered into new leases with a new operator of the Company.

The leases have a term of 21 years and RPI‑based rent escalators, subject to a floor of 2 % and a ceiling of 4 %.

Annual cash rent under the leases is £ 3.7 million.

On April 17, 2026, the Company invested $ 380.3 million, which includes estimated transaction costs, in 15 SNFs in California through a sale and leaseback transaction.

The Company leased the properties back to affiliates of the seller and provided the seller-lessee with options to repurchase no more than five properties in each of three option windows, beginning in year nine.

The master lease has a term of 15 years, with three five-year renewal options and fixed rent escalators.

Annual cash rent under the lease is $ 33.0 million.

In connection with the transaction, on April 17, 2026, the Company extended a mortgage loan of $ 20.0 million to affiliates of the seller.

The mortgage loan is secured by a SNF located in California.

The loan has a five-year term that is fully amortized at a rate of 8.65 %.

On April 20, 2026, the Company amended and restated the loan agreement to add an additional $ 35.0 million of principal at the existing terms, secured by two additional skilled nursing facilities in Washington.

The mortgage loan matures April 30, 2031.

In addition, on April 20, 2026, the Company extended a mortgage loan of $ 108.0 million to affiliates of the seller.

The mortgage loan is secured by six SNFs, located in California and Washington, and bears interest at a rate of 9.50 %.

The mortgage loan is set to mature on April 30, 2027.

On May 1, 2026, the Company invested $ 87.3 million, which includes estimated transaction costs, in a portfolio of six SNFs and a senior housing community in the Midwest through a sale and leaseback transaction.

The Company leased the properties back to affiliates of the seller and provided the seller-lessee with an option to repurchase the properties during the first six months of the 11 th lease year of the master lease.

The master lease has a term of 15 years, with four five-year renewal options and CPI-based rent escalators.

Annual cash rent under the lease is $ 8.0 million.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Recent Acquisitions

On October 20, 2025, the Company contributed $ 28.5 million to a JV that purchased one SNF in California for $ 29.2 million, which includes estimated capitalized acquisition costs.

In exchange, the Company holds 100 % of the preferred equity interests in the JV and 50 % of the common equity interest in the JV.

The JV partner contributed the remaining $ 0.7 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, the Company entered into a new master lease with a skilled nursing operator.

The new master lease has a term of approximately 15 years, with two five-year renewal options and fixed rent increases.

Initial annual cash rent under the new master lease is $ 2.5 million, inclusive of $ 0.3 million in deferred rent to be repaid during the second year of the lease.

On October 30, 2025, the Company acquired four SNFs and one multi-service campus in the mid-Atlantic and southeast for $ 210.6 million, which includes estimated capitalized acquisition costs.

In connection with the acquisition of the facilities, the Company amended an existing master lease with a skilled nursing operator.

The amended master lease has a remaining term of approximately 15 years, with two five-year renewal options and CPI-based rent escalators.

Annual cash rent under the amended lease increased by approximately $ 18.0 million.

On October 31, 2025, the Company acquired two senior housing properties in Missouri and Ohio for $ 26.6 million, which includes estimated capitalized acquisition costs.

In connection with the acquisition of the facilities, the Company entered into a new master lease with a senior housing operator.

The new master lease has a term of approximately 15 years, with two five-year renewal options and CPI-based rent escalators.

Initial annual cash rent under the new master lease is $ 2.1 million.

In addition to the cash rent, the master lease provides for percentage rent beginning in 2026 as 20 % of the positive difference between gross revenues and a certain threshold.

On October 31, 2025, the Company acquired eight SNFs in Mississippi for $ 166.1 million, which includes estimated capitalized acquisition costs.

In connection with the acquisition of the facilities, the Company entered into a new master lease with a skilled nursing operator.

The new master lease has a term of approximately ten years , with three five-year renewal options and fixed rent increases.

Initial annual cash rent under the new master lease is $ 15.5 million.

The master lease provides for deferred rent of $ 2.5 million in the first year and $ 1.4 million in the second lease year to be repaid in years three through five.

Mortgage Loan Prepayment

On October 31, 2025, one mezzanine loan with a principal balance of $ 35.0 million was fully prepaid, including all unpaid accrued interest.

On October 10, 2025, the Company sold two senior housing properties with an aggregate carrying value of $ 11.2 million.

The Company does not expect to record a material gain or loss on sale of the real estate.

On November 4, 2025, the Company sold one senior housing property with an aggregate carrying value of $ 0.2 million.

The Company does not expect to record a material gain or loss on sale of the real estate.

On May 1, 2026, the Company contributed $ 16.1 million to joint ventures that acquired one senior housing community located in Arizona for $ 16.4 million, which includes estimated capitalized acquisition costs.

In exchange, the Company holds 98 % of the equity interests in the joint ventures.

The joint venture partner contributed the remaining $ 0.3 million of the total investment in exchange for 2 % of the equity interests in the joint ventures.

The community will be operated by a third-party manager under the SHOP platform.

In addition to the transactions listed above, subsequent to March 31, 2026, the Company also completed the following transactions:

• Invested $ 17.5 million in mortgage loans to existing borrowers at interest rates ranging from 8.5 % to 13.9 %.

• Invested $ 20.1 million to acquire one SNF which has been added to an existing master lease increasing annual cash rent by $ 1.8 million.

• Exercised a call option to acquire a senior housing community in exchange for settling a £ 6.0 million loan receivable and £ 2.7 million of additional cash consideration.

Financing Activity

Subsequent to March 31, 2026, the Company borrowed $ 350.0 million net on the Third Amended Revolving Facility to fund recent acquisitions.

In addition, the Company settled the outstanding forward contracts under the ATM Program for 9.5 million shares and gross proceeds of approximately $ 363.6 million.

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