What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-07 · 363 added, 254 removed, 619 unchanged (50% of the section changed)

3 unchanged sentences

(in thousands, except share and per share amounts)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Real estate investments, net $ 4,062,841 $ 3,709,576

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

Financing receivables, net (includes $ 92,899 and $ 92,193 at fair value as of June 30, 2026 and December 31, 2025, respectively)

556,155 92,193

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)

Other real estate related investments, net (including accrued interest of $ 9,135 and $ 5,759 as of June 30, 2026 and December 31, 2025, respectively)

1,148,485 899,262

Cash and cash equivalents 47,591 198,042

Restricted cash 1,676 —

Accounts and other receivables 17,966 10,368

5 unchanged sentences

Senior unsecured term loan, net 496,811 496,404

Unsecured revolving credit facility 310,000 —

Accounts payable, accrued liabilities and deferred rent liabilities 118,673 120,442

4 unchanged sentences

Preferred stock, $ 0.01 par value;

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

100,000,000 shares authorized, no shares issued and outstanding as of June 30, 2026 and December 31, 2025

Common stock, $ 0.01 par value;

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

500,000,000 shares authorized, 236,054,579 and 222,746,343 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 4,996,230 4,518,977

9 unchanged sentences

(in thousands, except per share amounts)

For the Three Months Ended March 31,

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

2026 2025 2026 2025

Rental income $ 118,205 $ 86,033 $ 232,401 $ 157,679

Resident fees and services 4,643 — 8,495 —

Interest income from financing receivable 2,778 2,807

Interest income from financing receivables 11,696 2,886 14,474 5,693

Interest income from other real estate related investments and other income 26,804 23,550 48,761 45,718

5 unchanged sentences

Transaction costs 352 61 559 949

Property operating expenses 296 105

Provision for loan losses 4,671 — 4,671 —

Property operating (recoveries) expenses ( 4 ) 938 292 1,043

General and administrative 15,777 12,549 30,114 21,572

21 unchanged sentences

(in thousands)

For the Three Months Ended March 31,

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

2026 2025 2026 2025

Net income $ 88,236 $ 67,902 $ 167,741 $ 133,095

2 unchanged sentences

Cash flow hedges 3,873 ( 1,146 ) 7,414 ( 1,146 )

Total other comprehensive loss

Total other comprehensive income (loss) 4,969 19,029 ( 9,870 ) 19,029

Total comprehensive income 93,205 86,931 157,871 152,124

25 unchanged sentences

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

Issuance of common stock, net 9,503,000 95 356,337 — — 356,432 — 356,432 —

Vesting of stock-based compensation awards 20,148 — — — — — — — —

Amortization of stock-based compensation — — 1,557 — — 1,557 1,466 3,023 —

Common dividends ($ 0.39 per share)

— — — ( 92,157 ) — ( 92,157 ) — ( 92,157 ) —

Distributions to noncontrolling interests — — — — — — ( 467 ) ( 467 ) ( 1,710 )

Contributions from noncontrolling interests — — — — — — 1,059 1,059 —

Net income (loss) — — — 88,996 — 88,996 ( 87 ) 88,909 ( 673 )

Other comprehensive income — — — — 4,969 4,969 — 4,969 —

Balance at June 30, 2026 236,054,579 $ 2,360 $ 4,996,230 $ ( 503,199 ) $ ( 3,998 ) $ 4,491,393 $ 8,539 $ 4,499,932 $ 13,322

See accompanying notes to condensed consolidated financial statements.

17 unchanged sentences

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

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

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

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

Common dividends ($ 0.335 per share)

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

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

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

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

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

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

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

For the Three Months Ended March 31,

For the Six Months Ended June 30,

Cash flows from operating activities:

10 unchanged sentences

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

Provision for loan losses 4,671 —

Change in operating assets and liabilities:

6 unchanged sentences

Purchases of equipment, furniture and fixtures and improvements to real estate ( 7,427 ) ( 6,783 )

Preferred equity investments — ( 30,000 )

Investment in real estate related investments and other loans receivable ( 258,519 ) ( 21,715 )

Investment in financing receivables ( 467,129 ) —

Principal payments received on real estate related investments and other loans receivable 15,052 9,857

4 unchanged sentences

Proceeds from the issuance of common stock, net 484,337 365,282

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

Borrowings under unsecured revolving credit facility 660,000 525,000

Payments on deferred financing costs — ( 141 )

Payments on unsecured revolving credit facility ( 350,000 ) ( 525,000 )

Payments of deferred financing costs — ( 4,189 )

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

4 unchanged sentences

Effect of foreign currency translation on cash and cash equivalents ( 583 ) 319

Net increase in cash and cash equivalents 25,165 418,688

Cash and cash equivalents as of the beginning of period 198,042 213,822

Cash and cash equivalents as of the end of period $ 223,207 $ 632,510

Net (decrease) increase in cash, cash equivalents and restricted cash ( 148,775 ) 92,229

Cash, cash equivalents and restricted cash as of the beginning of period 198,042 213,822

Cash, cash equivalents and restricted cash as of the end of period $ 49,267 $ 306,051

Supplemental disclosures of cash flow information:

Interest paid $ 23,621 $ 16,392

Income taxes paid $ 302 $ —

Supplemental schedule of noncash investing and financing activities:

Increase in dividends and distributions payable $ 17,447 $ 12,713

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

Accrued costs payable related to acquisitions of real estate $ 996 $ —

Acquisition of real estate through settlement of loan receivable (see Note 3) $ 8,941 $ —

See accompanying notes to condensed consolidated financial statements.

4 unchanged sentences

(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.

As of June 30, 2026, the Company owned, directly or indirectly in consolidated joint ventures, and leased to independent operators 426 skilled nursing facilities (each, a “SNF”), senior housing communities and other properties consisting of 39,667 operational beds and units located in 33 states and the U.K.

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

As of June 30, 2026, the Company also had other real estate related investments consisting of four preferred equity investments, 21 real estate secured loans receivable, and four mezzanine loans receivable with a carrying value of $ 1.1 billion and three financing receivables with a carrying value of $ 556.2 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.

As of June 30, 2026, the Company also owned, indirectly in consolidated joint ventures, the properties and operations of four senior housing communities consisting of 372 units in Texas and Arizona 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.

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

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

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

As of June 30, 2026, the Company had $ 1.7 million in restricted cash related to amounts required to be held on deposit or subject to an agreement.

Cash, cash equivalents and restricted cash consisted of the following as of June 30, 2026 and December 31, 2025 (dollars in thousands):

June 30, 2026 December 31, 2025

Cash and cash equivalents $ 47,591 $ 198,042

Restricted cash 1,676 —

Cash, cash equivalents and restricted cash $ 49,267 $ 198,042

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Recent Accounting Pronouncements

4 unchanged sentences

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

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

REAL ESTATE INVESTMENTS, NET

The following table summarizes the Company’s investment in owned properties, and properties held in consolidated joint ventures, held for use as of March 31, 2026 and December 31, 2025 (dollars in thousands):

March 31, 2026 December 31, 2025

The following table summarizes the Company’s investment in owned properties, and properties held in consolidated joint ventures, held for use as of June 30, 2026 and December 31, 2025 (dollars in thousands):

June 30, 2026 December 31, 2025

Land $ 670,538 $ 632,466

6 unchanged sentences

Real estate investments, net $ 4,062,841 $ 3,709,576

(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.

(1) As of June 30, 2026 and December 31, 2025, accumulated depreciation and amortization included $ 3.7 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 March 31, 2026, all of the Company's owned facilities were leased to various operators under triple-net leases.

As of June 30, 2026, all of the Company's owned properties were leased to various operators under triple-net leases, except for four communities that are under the Company’s SHOP platform.

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.

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

The four communities under the Company’s SHOP platform are managed on behalf of the Company by independent managers pursuant to the terms of separate management agreements.

As of June 30, 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 (six months remaining) $ 224,014

Thereafter 3,470,275

7 unchanged sentences

Current Cash Rent (2)

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

SNF 6 November 2039 12/01/2027 (6) B 10,503

SNF 1 August 2040 09/01/2028 (7) B 741

SNF 2 October 2032 03/05/2027 (3)

SNF 2 May 2034 06/01/2026 (4)

SNF 1 November 2034 12/01/2027 (5)

SNF 6 November 2039 12/01/2027 (6)

SNF 1 August 2040 09/01/2028 (7)

(1) Option type includes:

1 unchanged sentence

B - Fixed capitalization rate on lease revenue.

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

(2) Based on annualized cash revenue for contracts in place as of June 30, 2026.

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

11 unchanged sentences

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

For the Three Months Ended March 31,

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Rental Income 2026 2025 2026 2025

7 unchanged sentences

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

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

Tenant operating expense reimbursements for the three months ended June 30, 2026 and 2025 were $ 2.2 million and $ 2.0 million, respectively.

Tenant operating expense reimbursements for the six months ended June 30, 2026 and 2025 were $ 4.6 million and $ 4.2 million, respectively.

CARETRUST REIT, INC.

1 unchanged sentence

Recent Real Estate Acquisitions

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

The following table summarizes the Company’s real estate acquisitions for the six months ended June 30, 2026 (dollars in thousands):

Type of Property Purchase Price (1)

2 unchanged sentences

Senior housing triple-net (3),(4)

246,604 12 1,296

Total $ 423,576 20 2,054

1 unchanged sentence

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

Lease Amendments and Terminations

Amended Kalesta Lease.

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.

Annual cash rent under the amended Kalesta master lease increased by approximately $ 1.9 million.

Ridgeline Lease Termination and NC Jaybird Lease.

Effective December 31, 2024, the Company terminated its master lease with affiliates of Ridgeline Properties, LLC (“Ridgeline”).

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

(“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 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.

(3) Includes properties held in consolidated joint ventures.

See Note 15, Variable Interest Entities , for additional information.

(4) Includes non-cash consideration related to the acquisition of one property previously subject to a loan in which the principal and interest under the loan agreement was settled in exchange for title of the property.

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

Impairment of Real Estate Investments Held for Sale

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

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):

During the three and six months ended June 30, 2026 and 2025, the Company did not recognize any impairment.

As of June 30, 2026, there were no properties classified as held for sale.

There were no asset sales during the three and six months ended June 30, 2026.

There were no asset sales during the three months ended June 30, 2025.

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

Six Months Ended June 30,

Number of properties 5

2 unchanged sentences

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.

FINANCING RECEIVABLES

As part of the Company's acquisitions, the Company may invest in sale and leaseback transactions.

In accordance with applicable accounting guidance, the Company must determine whether each sale and leaseback transaction qualifies as a sale.

Generally, an option for the seller-lessee to repurchase a real estate asset precludes accounting for the transfer of the asset as a sale and the purchased assets should be presented as financing receivables.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

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

Assets sold ( 40,525 ) ( 4 )

March 31, 2025

The following table provides information regarding the Company's financing receivables at June 30, 2026 and December 31, 2025 (dollars in thousands):

Property Count and Type As of June 30, 2026

As of December 31, 2025

As of June 30, 2026

As of December 31, 2025

SNF Senior housing Principal Balance

Carrying Value

Principal Balance

Carrying Value

Weighted Average Effective Interest Rate Maturity Date

Financing receivable, at fair value 35 6 (1)

$ 91,280 $ 92,899 (4)

$ 91,280 $ 92,193 (4)

12.0 % 12.0 % 11/30/2039

Financing receivable 15 — (2)

375,000 376,866 (5)

— — 9.7 % N/A 4/30/2041

Financing receivable 5 2 (3)

86,000 86,390 — — 9.0 % N/A 4/30/2041

Total $ 552,280 $ 556,155 $ 91,280 $ 92,193

(1) The seller-lessee has the option to purchase the properties in separate tranches.

The purchase price is a fixed amount.

The next option window opens in December 2026, with the final tranche's window closing in 2039.

(2) The seller-lessee has the option to purchase up to five properties in each of three separate tranches.

The purchase price is a fixed capitalization rate on contract rent.

The first tranche's option window opens in 2034, with the final tranche's window closing in 2039.

(3) The seller-lessee has the option to purchase all seven properties.

The purchase price is a fixed capitalization rate on contract rent.

The option window opens and closes within 2036.

(4) Fair value of financing receivable includes $ 1.6 million and $ 0.9 million of accrued interest as of June 30, 2026 and December 31, 2025, respectively.

(5) Financing receivable includes $ 0.9 million of accrued interest as of June 30, 2026.

The following table summarizes the financing receivables activity for the six months ended June 30, 2026 (in thousands):

Financing Receivable, at Fair Value Financing Receivables

Balance at December 31, 2025 $ 92,193 $ —

Originations — 467,129

Credit loss reserve — ( 4,671 )

Accrued interest 706 880

Amortization of loan costs — ( 82 )

Balance at June 30, 2026 $ 92,899 $ 463,256

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Credit Loss Reserve

The Company applies Accounting Standards Codification ("ASC") Topic 326, Financial Instruments-Credit Losses (“ASC 326”), which requires a forward-looking “expected loss” model, to estimate loan losses.

The Company determined that financial instruments, including financing receivables and loans receivable, for which the Company has not elected the fair value option under ASC 825, Financial Instruments (“ASC 825”), are within the scope of ASC 326.

The Company monitors the credit quality of its financial instruments through a variety of methods determined by the underlying collateral or other protective rights, operator’s payment history and other internal metrics.

The Company's monitoring process includes periodic review of financial statements for each property, scheduled property inspections and review of covenant compliance, industry conditions and current and future economic conditions.

In determining the “expected” credit loss reserves on these instruments, the Company utilized the probability of default and discounted cash flow methods.

Further, the Company stress-tested the results to reflect the impact of unknown adverse future events.

The expected credit losses related to financial instruments that are within the scope of ASC 326 are as follows (dollars in thousands):

Reserve for loan losses, as of December 31, 2025 $ 6,994

Provision for expected loan losses on funded financing receivables 4,671

Reserve for loan losses, as of June 30, 2026 $ 11,665

The change in the reserve for expected loan losses during the six months ended June 30, 2026 is primarily due to reserves recognized on two new financing receivables executed during the six months ended June 30, 2026 for which the Company has not elected the fair value option under ASC 825.

See Note 6, Other Real Estate Related and Other Investments , for further information on the reserve for loan losses for other loans receivable.

The Company elected not to measure an allowance for expected credit losses on accrued interest receivable under the expected credit loss standard as the Company's policy is to reserve or write off accrued interest receivable in a timely manner through the quarterly review of the loan and property performance.

Therefore, the Company elected the policy to write off accrued interest receivable by recognizing credit loss expense, if applicable.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

OTHER REAL ESTATE RELATED AND OTHER INVESTMENTS

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):

As of June 30, 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 (1)

As of March 31, 2026

As of June 30, 2026

As of December 31, 2025

As of June 30, 2026

As of December 31, 2025

Loans Receivable, at Fair Value:

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

Fair Value as of December 31, 2025 (1)

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

Principal Balance

Fair Value (2)

Principal Balance

Fair Value (2)

Weighted Average Contractual Interest Rate (3), (4)

6 unchanged sentences

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 Weighted Average Effective Interest Rate Maturity Date

SNF Senior housing Principal Balance

Book Value (6)

Principal Balance

Weighted Average Effective Interest Rate Maturity Date

Mortgage secured loans receivable 6 2 $ 155,073 $ 156,180 $ 20,888 $ 21,728 9.8 % 6.1 % 9/21/2026 - 4/30/2027

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

$ 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 Weighted Average Effective Interest Rate Maturity Date

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

Total $ 155,073 $ 156,180 $ 20,888 $ 21,728

Financing Receivable, at Fair Value:

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

Fair Value as of December 31, 2025 (6)

Weighted Average Effective Interest Rate (7)

Maturity Date

Financing receivable 35 6 $ 91,280 $ 92,541 $ 91,280 $ 92,193 12.0 % 12.0 % 11/30/2039

Other Investments:

Principal Balance

Weighted Average Effective Interest Rate Maturity Date

Preferred equity $ 83,782 $ 84,582 $ 83,782 $ 84,585 11.5 % 11.5 % N/A

Total $ 83,782 $ 84,582 $ 83,782 $ 84,585

(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.

(1) Property count and type are as of June 30, 2026.

(2) Fair value of mortgage secured loans receivable includes $ 6.0 million and $ 3.9 million of accrued interest as of June 30, 2026 and December 31, 2025, respectively.

Fair value of mezzanine loans receivable includes $ 0.4 million and $ 0.6 million of accrued interest as of June 30, 2026 and December 31, 2025, respectively.

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

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

(5) 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.

The agreement provides for deferred payments equal to 2.0 % of the contractual cash yield in the first year and 0.5 % of the contractual cash yield in the second year.

The agreement also provides for purchase options.

At the time the seller-lessee exercises its purchase options, option proceeds will be used to repay any outstanding deferred payments as well as additional payments such that the Company receives a contractual cash yield of 12.5 % on its gross investment in the applicable properties through the option exercise date.

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

(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 three months ended March 31, 2026 and 2025 (dollars in thousands):

Three Months Ended March 31,

(6) Book value of loans receivable, at amortized cost includes $( 0.8 ) million and $ 0.4 million of unamortized loan origination fees and loan costs, net as of June 30, 2026 and December 31, 2025, respectively.

Book value of loans receivable, at amortized cost includes $ 1.9 million and $ 0.5 million of accrued interest as of June 30, 2026 and December 31, 2025, respectively.

The following table summarizes the Company’s other real estate related investments activity for the six months ended June 30, 2026 and 2025 (dollars in thousands):

Six Months Ended June 30,

Origination of other real estate related investments $ 259,599 $ 51,489

1 unchanged sentence

Unrealized gain on other real estate related investments, net

Amortization of fees

Loan origination fees, net of amortization ( 1,099 ) —

Payments of other real estate related investments ( 14,385 ) ( 9,302 )

Net change in other real estate related investments $ 249,223 $ 45,697

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

2026 Other Real Estate Related Investment Transactions

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

The following table summarizes the Company’s other real estate related investments from January 1, 2026 through June 30, 2026 (dollars in thousands):

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

2 unchanged sentences

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

Mortgage secured loan receivable 42,550 9.3 % 5 4/1/2032 Fair Value Option

Mortgage secured loan receivable 7,500 8.6 % 1 (2) 5/31/2035 Fair Value Option

Mortgage secured loan receivable (3)

55,000 8.8 % 3 4/30/2031 Fair Value Option

Mortgage secured loan receivable 108,000 10.7 % 6 4/30/2027 Amortized Cost

Mortgage secured loan receivable 10,000 14.0 % — (2) 12/5/2028 Fair Value Option

Mortgage secured loan receivable 6,000 12.4 % 3 6/1/2029 Fair Value Option

Total $ 259,599 9.9 % 19

1 unchanged sentence

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

(3) The principal balance amortizes on a scheduled basis throughout the loan term.

In June 2026, one mezzanine loan and one mortgage loan with a principal balance of $ 9.8 million and $ 1.0 million, respectively, were paid off.

In June 2026, the Company received a partial prepayment on one mortgage loan in the amount of $ 2.9 million in connection with the borrower’s election to release three skilled nursing facilities from the loan.

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

The following table summarizes the Company’s other real estate related investments from January 1, 2025 through June 30, 2025 (dollars in thousands):

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

Mezzanine loan receivable $ 6,389 13.0 % — (1) 12/31/2034 Fair Value Option

Mortgage secured loan receivable 9,000 9.3 % (2) — (1) 6/1/2029 Fair Value Option

Mortgage secured loan receivable 6,100 8.6 % 1 5/31/2035 Fair Value Option

Preferred Equity 30,000 12.0 % 30

Total $ 51,489 11.3 % 31

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

(1) Includes additional fundings on an existing mortgage and mezzanine loan receivable.

(2) Variable rate subject to a floor, and SOFR plus 4.25 %, less servicing fee.

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.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Financing Receivable

On December 5, 2024, the Company invested $ 95.7 million, exclusive of transaction costs, to acquire a portfolio of 46 properties in Illinois in a sale and leaseback transaction with a skilled nursing operator.

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

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

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

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 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 June 30, 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 June 30, 2026

As of December 31, 2025

Investment Principal Balance as of March 31, 2026

Book Value as of March 31, 2026

Investment Principal Balance as of June 30, 2026

Book Value as of June 30, 2026

Principal Balance as of December 31, 2025

Book Value as of December 31, 2025

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

Weighted Average Contractual Interest Rate Maturity Date

Other loans receivable $ 20,753 $ 20,803 $ 29,509 $ 30,217 8.7 % 8.4 % 9/30/2026 - 12/31/2030

1 unchanged sentence

Total $ 20,753 $ 13,809 $ 29,509 $ 23,223

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 )

The following table summarizes the Company’s other loans receivable activity for the six months ended June 30, 2026 and 2025 (dollars in thousands):

Six Months Ended June 30,

Origination of other loans receivable $ — $ 226

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

Principal payments and conversion to investments in real estate (2)

( 8,752 ) ( 555 )

Accrued interest, net (2)

2 unchanged sentences

$ ( 9,414 ) $ 6,847

(1) In connection with the Care REIT acquisition in the U.K.

during the six months ended June 30, 2025, the Company assumed other loans receivable, including one for $ 6.9 million related to the development of a U.K.

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

(2) During the six months ended June 30, 2026, the Company exercised the option to acquire the U.K.

The principal payments and accrued interest include $ 8.1 million and $ 0.8 million of non-cash activity, respectively, related to the Company’s acquisition of the U.K.

See Note 3, Real Estate Investments, Net, for further information.

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

During both the three months ended March 31, 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,

During both the six months ended June 30, 2026 and 2025, the Company had no additional expected credit loss for other loans receivable and did not consider any loan receivable investments to be impaired.

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 and six months ended June 30, 2026 and 2025 (dollars in thousands):

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Investment 2026 2025 2026 2025

3 unchanged sentences

Other loans receivable 367 407 888 741

Financing receivable 2,778 2,807

801 3,847 1,456 6,975

Total $ 26,804 $ 23,550 $ 48,761 $ 45,718

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

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

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.

As of June 30, 2026, the Company has two foreign currency forward contracts with £ 17.0 million in notional value, which 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.

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).

As of June 30, 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 %.

1 unchanged sentence

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:

The following table summarizes the terms and fair values of the Company’s derivative financial instruments as of June 30, 2026:

Derivative Notional Amount (in thousands)

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

Maturity or Settlement Date Index Strike Rate Fair Value as of June 30, 2026 (in thousands)

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

Cash flow hedge £ 7,656 March 2026 GBP-USD exchange rate $ 1.34 $ — $ ( 67 )

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

Cash flow hedge £ 8,500 September 2026 GBP-USD exchange rate $ 1.35 165 —

Cash flow hedge £ 8,500 December 2026 GBP-USD exchange rate $ 1.34 146 —

Interest rate swap $ 250,000 June 2028 USD-SOFR 3.5 % 1,942 ( 1,543 )

2 unchanged sentences

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

The table below presents the effect of cash flow hedge accounting on accumulated other comprehensive income (loss) for the three and six months ended June 30, 2026 and 2025 (dollars in thousands):

For the three months ended June 30, 2026

For the six months ended June 30, 2026

For the three months ended June 30, 2026

For the six months ended June 30, 2026

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

2 unchanged sentences

$ 4,104 $ 7,898 $ ( 231 ) $ ( 484 )

For the three months ended June 30, 2025 For the six months ended June 30, 2025 For the three months ended June 30, 2025 For the six months ended June 30, 2025

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

Cash flow hedge $ ( 1,146 ) $ ( 1,146 ) $ — $ — Gain on foreign currency transactions, net

$ ( 1,146 ) $ ( 1,146 ) $ — $ —

The Company estimates that an additional $ 2.0 million will be reclassified from accumulated other comprehensive income as a net decrease to interest expense and $ 0.3 million will be reclassified from accumulated other comprehensive income to gain on foreign currency transactions over the next 12 months.

13 unchanged sentences

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 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

The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 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 June 30, 2026

Mortgage secured loans receivable $ — $ — $ 861,553 $ 861,553

20 unchanged sentences

Payments ( 4,585 ) ( 9,800 ) —

Balance as of March 31, 2026

Balance as of June 30, 2026

$ 861,553 $ 46,170 $ 92,899

2 unchanged sentences

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

During the three months ended March 31, 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.

During the three and six months ended June 30, 2026, the Company recorded a net unrealized gain of $ 1.6 million and $ 2.4 million, respectively, 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.

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.

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

As of June 30, 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 receivable as of March 31, 2026:

Type Book Value as of March 31, 2026

Type Book Value as of June 30, 2026

Valuation Technique Unobservable Inputs Range

5 unchanged sentences

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

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

The discount rate used to value the future cash inflows of the financing receivable at June 30, 2026 was 12 %.

For the six months ended June 30, 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 March 31, 2026 and December 31, 2025 is as follows (dollars in thousands):

March 31, 2026 December 31, 2025

A summary of the face value, carrying amount and fair value of the Company’s financing receivables, preferred equity investments and the Notes (as defined in Note 9, Debt, below) as of June 30, 2026 and December 31, 2025 is as follows (dollars in thousands):

June 30, 2026 December 31, 2025

Value Carrying

1 unchanged sentence

Financial assets:

Financing receivables 3 $ 461,000 $ 463,256 $ 459,815 $ — $ — $ —

Preferred equity investments 3 $ 83,782 $ 84,582 $ 84,582 $ 83,782 $ 84,585 $ 84,585

1 unchanged sentence

Senior unsecured notes payable 2 $ 400,000 $ 398,260 $ 390,328 $ 400,000 $ 397,816 $ 394,216

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

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

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

Financing receivables:

The fair values of the financing receivables were estimated using a discounted cash flow analysis on the expected cash flows.

The Company utilized discount rates ranging from 9 % to 10 % in its fair value calculations.

Preferred equity investments:

10 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

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

The following table summarizes the balance of the Company’s indebtedness as of June 30, 2026 and December 31, 2025 (dollars in thousands):

June 30, 2026 December 31, 2025

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

1 unchanged sentence

Senior unsecured term loan 500,000 ( 3,189 ) 496,811 500,000 ( 3,596 ) 496,404

Unsecured revolving credit facility (1)

310,000 — 310,000 — — —

$ 1,210,000 $ ( 4,929 ) $ 1,205,071 $ 900,000 $ ( 5,780 ) $ 894,220

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

Senior Unsecured Notes Payable

22 unchanged sentences

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

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

As of June 30, 2026, the Company was in compliance with all applicable financial covenants under the indenture governing the Notes.

CARETRUST REIT, INC.

13 unchanged sentences

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 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.

As of June 30, 2026, the Operating Partnership had $ 500.0 million of borrowings outstanding under the Term Loan Facility and $ 310.0 million of 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.

6 unchanged sentences

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.

As of June 30, 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 March 31, 2026 (dollars in thousands):

Term Loan Senior Unsecured Notes Total

The following is a schedule of maturities for the Company’s outstanding debt as of June 30, 2026 (dollars in thousands):

Revolving Credit Facility Term Loan Senior Unsecured Notes Total

2026 (six months remaining) $ — $ — $ — $ —

2028 — — 400,000 400,000

4 unchanged sentences

EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

Forward Equity Offering —On May 18, 2026, the Company entered into an underwriting agreement in connection with an underwritten public offering of 12.5 million shares of common stock, sold on a forward basis pursuant to forward sale agreements.

The underwriters exercised in full their option to purchase an additional 1.9 million shares on May 20, 2026.

The forward sale agreements have an initial forward price of $ 40.225 per share, subject to certain adjustments, and mature on May 20, 2027.

As of June 30, 2026, 14.4 million shares remained unsettled, representing approximately $ 578.2 million in gross proceeds.

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”).

2 unchanged sentences

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

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

As of June 30, 2026, 0.1 million shares remained unsettled under the ATM Program, representing approximately $ 2.5 million in gross proceeds.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

The following table summarizes the ATM Program activity (or activity under any predecessor at-the-market equity offering programs) for the three and six months ended June 30, 2026 and 2025 (in thousands, except per share amounts):

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

2026 2025 2026 2025

Number of shares 9,503 12,055 13,003 12,608

2 unchanged sentences

$ 363,584 $ 353,907 $ 493,084 $ 369,871

(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 —

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):

(1) Total gross proceeds is before $ 7.0 million and $ 4.4 million of commissions paid to the sales agents and forward adjustments during the three months ended June 30, 2026 and 2025, respectively, under the ATM Program.

Total gross proceeds is before $ 8.0 million and $ 4.6 million of commissions paid to the sales agents and forward adjustments during the six months ended June 30, 2026 and 2025, respectively, under the ATM Program.

As of June 30, 2026, the Company had $ 876.4 million available for future issuances under the New ATM Program.

Dividends on Common Stock — The following table summarizes the cash dividends per share of common stock declared by the Company’s board of directors for the first six months of 2026 (dollars in thousands, except per share amounts):

For the Three Months Ended

March 31, 2026

March 31, 2026 June 30, 2026

Dividends declared per share $ 0.39 $ 0.39

Dividends payment date April 15, 2026

Dividends payment date April 15, 2026 July 15, 2026

Dividends payable as of record date $ 88,452 $ 92,157

Dividends record date March 31, 2026

Dividends record date March 31, 2026 June 30, 2026

Redeemable Noncontrolling Interests

6 unchanged sentences

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

As of June 30, 2026, the redeemable noncontrolling interests did not meet the conditions for redemption.

STOCK-BASED COMPENSATION

4 unchanged sentences

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

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Restricted Stock Awards and Units

8 unchanged sentences

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

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

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”).

10 unchanged sentences

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 :

The total grant date fair value of LTIP Units granted during the six months ended June 30, 2026 was $ 16.4 million.

The following table summarizes the RSUs and LTIP Unit grants during the six months ended June 30, 2026 :

RSUs LTIP Units

1 unchanged sentence

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 March 31,

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

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

For the Three Months Ended June 30,

For the Six Months Ended June 30,

2026 2025 2026 2025

Stock-based compensation expense $ 3,023 $ 3,026 $ 6,471 $ 6,935

As of June 30, 2026, there was $ 22.2 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 1.9 years.

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

7 unchanged sentences

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

For the six months ended June 30, 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 periods presented (dollars in thousands):

For the Three Months Ended June 30, 2026 For the Six Months Ended June 30, 2026

Pretax income

Income tax expense

Pretax income Income tax expense

$ 85,925 $ 106 $ 163,169 $ 217

4,846 2,429 9,378 4,589

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.

$ 90,771 $ 2,535 $ 172,547 $ 4,806

The income tax expense for the six months ended June 30, 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.

As of June 30, 2026 and December 31, 2025, deferred tax assets totaled zero and $ 0.1 million, respectively, and deferred tax liabilities totaled $ 10.0 million and $ 5.6 million, respectively.

CARETRUST REIT, INC.

2 unchanged sentences

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

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

(“EPS”) for the Company’s common stock for the three and six months ended June 30, 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 June 30, For the Six Months Ended June 30,

2026 2025 2026 2025

Net income attributable to CareTrust REIT, Inc.

18 unchanged sentences

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

For the Three Months Ended March 31,

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

2026 2025 2026 2025

Rental income $ 118,205 $ 86,033 $ 232,401 $ 157,679

Resident fees and services

Interest income from financing receivable 2,778 2,807

4,643 — 8,495 —

Interest income from financing receivables 11,696 2,886 14,474 5,693

Interest income from other real estate related investments and other income 26,804 23,550 48,761 45,718

4 unchanged sentences

Senior housing operating expenses

3,732 — 6,838 —

Transaction costs 352 61 559 949

Property operating expenses 296 105

Provision for loan losses 4,671 — 4,671 —

Property operating (recoveries) expenses ( 4 ) 938 292 1,043

Cash compensation 3,151 2,003 6,730 4,093

4 unchanged sentences

Other expenses (1)

1,559 1,173 3,024 1,878

General and administrative

15,777 12,549 30,114 21,572

Total expenses 72,377 49,918 133,448 86,509

2 unchanged sentences

Unrealized gain on other real estate related investments, net

1,725 1,968 1,732 3,255

Gain on foreign currency transactions, net

75 4,413 132 4,413

Total other income

1,800 6,381 1,864 11,544

Income before income tax expense 90,771 68,932 172,547 134,125

5 unchanged sentences

(1) Other expenses include certain overhead expenses.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

VARIABLE INTEREST ENTITIES

2 unchanged sentences

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.

During the three months ended June 30, 2026, the Company entered into two joint ventures, pursuant to which the Company contributed an aggregate of $ 16.2 million into the joint ventures that purchased the real estate and operations of one senior housing community in Arizona, with one joint venture acquiring the real estate and the other acquiring the operations.

The joint venture partners contributed the remaining $ 0.3 million of the total investment.

The Company holds a 98 % common equity interest in each joint venture, with the joint venture partner holding the remaining 2 %.

During the three months ended June 30, 2026, the Company entered into a joint venture, pursuant to which the Company contributed $ 28.5 million into the joint venture that purchased two senior housing communities in California.

The joint venture partner contributed the remaining $ 0.7 million of the total investment.

The Company holds a 97.5 % interest in the joint venture, consisting of 95.0 % preferred and 2.5 % common equity interests, with the joint venture partner holding the remaining 2.5 % common interest.

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

June 30, 2026

December 31, 2025

10 unchanged sentences

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.

The fair value of the Company’s investment in the unconsolidated VIEs were £ 35.5 million and £ 15.5 million at June 30, 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 June 30, 2026 and December 31, 2025, respectively.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

COMMITMENTS AND CONTINGENCIES

8 unchanged sentences

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

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):

The table below summarizes the Company’s existing, known commitments and contingencies as of June 30, 2026 (in thousands):

Remaining Commitment

3 unchanged sentences

Earn-out obligations (3)

(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.

(1) As of June 30, 2026, the Company had committed to fund expansions, construction, capital improvements and environmental, social and governance incentives at certain triple-net leased properties totaling $ 9.4 million, of which $ 4.5 million is subject to rent increase at the time of funding.

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

3 unchanged sentences

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 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:

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Major operator or borrower concentration – The Company has operators and borrowers from which it derived 10% or more of its revenue for the three and six months ended June 30, 2026 and 2025.

The following table sets forth information regarding the Company’s major operators as of June 30, 2026 and 2025:

Percentage of Total Revenue

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.

Operator/Borrower Three Months Ended Six Months Ended

June 30, 2026 (1)

June 30, 2025 (1)

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

(2) Ensign and the PACS Group, Inc.

3 unchanged sentences

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

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

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 three months ended March 31, 2026 and 2025:

Percentage of Total Revenue

Geography Three Months Ended

March 31, 2026 (1)

March 31, 2025 (1)

Geography Three Months Ended Six Months Ended

June 30, 2026 (1)

June 30, 2025 (1)

SUBSEQUENT EVENTS

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.

In July 2026, the Company received a partial prepayment on one mortgage loan in the amount of $ 73.7 million.

On August 1, 2026, the Company acquired two senior housing communities located in Utah for $ 65.1 million, which includes estimated capitalized acquisition costs.

The communities will be operated by an independent manager under the Company’s SHOP platform.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

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.

On August 6, 2026, the Company acquired ten senior housing communities for approximately £ 113.5 million, which excludes estimated acquisition costs.

In connection with the acquisition of the senior housing communities, the Company entered into new long-term triple-net leases with a new operator.

The leases have terms of ten years , with two ten-year renewal options and RPI-based rent escalators, subject to a floor of 2 % and a ceiling of 4 %.

Annual cash rent under the leases is £ 9.3 million.

In connection with the acquisition, the Company extended mortgage loans totaling £ 49.2 million to the new operator.

The mortgage loans are secured by six senior housing communities and bear interest at a rate of 8.6 %.

The mortgage loans are set to mature on August 5, 2027, and include put and call options, subject to certain conditions, to purchase the real estate.

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

In addition to the transactions listed above, subsequent to June 30, 2026, the Company also completed the following transactions:

• Acquired one senior housing community in the U.K.

for approximately £ 7.2 million.

• Invested $ 7.0 million in a mortgage loan.

• One mortgage loan with a principal balance of $ 15.7 million was fully paid off.

• Exercised an option to acquire one senior housing community in exchange for settling a mortgage loan with a principal balance of £ 15.5 million.

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.

Subsequent to June 30, 2026, the Company borrowed $ 285 million, net under the Third Amended Revolving Facility to fund recent acquisitions.

In addition, subsequent to June 30, 2026, the Company entered into forward contracts under the ATM Program to sell 2.2 million shares for gross proceeds of $ 90.6 million, all of which remain outstanding.

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