Item 1. Financial Statements
Item 1. Financial Statements.
CARETRUST REIT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
(Unaudited)
June 30, 2026 December 31, 2025
Assets:
Real estate investments, net $ 4,062,841 $ 3,709,576
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 $ 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
Prepaid expenses and other assets, net 87,358 230,427
Deferred financing costs, net 7,179 8,568
Total assets $ 5,929,251 $ 5,148,436
Liabilities and Equity:
Senior unsecured notes payable, net $ 398,260 $ 397,816
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
Dividends and distributions payable 92,253 74,806
Total liabilities 1,415,997 1,089,468
Commitments and contingencies (Note 16)
Redeemable noncontrolling interests 13,322 18,156
Equity:
Preferred stock, $ 0.01 par value; 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, 236,054,579 and 222,746,343 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively
2,360 2,227
Additional paid-in capital 4,996,230 4,518,977
Cumulative distributions in excess of earnings ( 503,199 ) ( 491,796 )
Accumulated other comprehensive (loss) income ( 3,998 ) 5,872
Total stockholders’ equity 4,491,393 4,035,280
Noncontrolling interests 8,539 5,532
Total equity 4,499,932 4,040,812
Total liabilities and equity $ 5,929,251 $ 5,148,436
See accompanying notes to condensed consolidated financial statements.
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CARETRUST REIT, INC.
CONDENSED CONSOLIDATED INCOME STATEMENTS
(in thousands, except per share amounts)
(Unaudited)
For the Three Months Ended June 30, For the Six Months Ended June 30,
2026 2025 2026 2025
Revenues:
Rental income $ 118,205 $ 86,033 $ 232,401 $ 157,679
Resident fees and services 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
Total revenues 161,348 112,469 304,131 209,090
Expenses:
Depreciation and amortization 30,362 21,215 59,792 39,056
Interest expense 15,324 13,038 26,566 19,707
Property taxes and insurance 2,163 2,117 4,616 4,182
Senior housing operating expenses 3,732 — 6,838 —
Transaction costs 352 61 559 949
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
Total expenses 72,377 49,918 133,448 86,509
Other income:
Gain on sale of real estate, net
— — — 3,876
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
Income tax expense ( 2,535 ) ( 1,030 ) ( 4,806 ) ( 1,030 )
Net income 88,236 67,902 167,741 133,095
Net loss attributable to noncontrolling interests ( 760 ) ( 643 ) ( 1,465 ) ( 1,252 )
Net income attributable to CareTrust REIT, Inc. $ 88,996 $ 68,545 $ 169,206 $ 134,347
Earnings per common share attributable to CareTrust REIT, Inc.:
Basic $ 0.38 $ 0.36 $ 0.74 $ 0.71
Diluted $ 0.38 $ 0.35 $ 0.74 $ 0.70
Weighted-average number of common shares:
Basic 233,751 192,444 228,412 189,813
Diluted 234,244 192,851 229,129 190,130
See accompanying notes to condensed consolidated financial statements.
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CARETRUST REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(Unaudited)
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
Other comprehensive income (loss):
Foreign currency translation 1,096 20,175 ( 17,284 ) 20,175
Cash flow hedges 3,873 ( 1,146 ) 7,414 ( 1,146 )
Total other comprehensive income (loss) 4,969 19,029 ( 9,870 ) 19,029
Total comprehensive income 93,205 86,931 157,871 152,124
Total comprehensive loss attributable to noncontrolling interests
( 760 ) ( 643 ) ( 1,465 ) ( 1,252 )
Comprehensive income attributable to CareTrust REIT, Inc. $ 93,965 $ 87,574 $ 159,336 $ 153,376
See accompanying notes to condensed consolidated financial statements.
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CARETRUST REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS
(in thousands, except share and per share amounts)
(Unaudited)
Common Stock Additional
Paid-in
Capital Cumulative
Distributions in Excess of Earnings Accumulated Other Comprehensive Income Total Stockholders’ Equity Noncontrolling Interests Total
Equity Redeemable Noncontrolling Interests
Shares Amount
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 —
Vesting of stock-based compensation awards, net of shares withheld for employee taxes 285,088 3 ( 10,493 ) — — ( 10,490 ) — ( 10,490 ) —
Amortization of stock-based compensation — — 1,983 — — 1,983 1,465 3,448 —
Common dividends ($ 0.39 per share)
— — — ( 88,452 ) — ( 88,452 ) — ( 88,452 ) —
Distributions to noncontrolling interests — — — — — — ( 486 ) ( 486 ) ( 1,814 )
Contributions from noncontrolling interests — — — — — — 125 125 —
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
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.
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CARETRUST REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS
(in thousands, except share and per share amounts)
(Unaudited)
Common Stock Additional
Paid-in
Capital Cumulative
Distributions in Excess of Earnings Accumulated Other Comprehensive Income Total Stockholders’ Equity Noncontrolling Interests Total
Equity Redeemable Noncontrolling Interests
Shares Amount
Balance at December 31, 2024 186,993,010 $ 1,870 $ 3,439,117 $ ( 532,570 ) $ — $ 2,908,417 $ 2,723 $ 2,911,140 $ 18,243
Issuance of common stock, net 553,023 6 15,556 — — 15,562 — 15,562 —
Vesting of stock-based compensation awards, net of shares withheld for employee taxes 123,915 1 ( 3,326 ) — — ( 3,325 ) — ( 3,325 ) —
Amortization of stock-based compensation — — 3,909 — — 3,909 — 3,909 —
Common dividends ($ 0.335 per share)
— — — ( 63,053 ) — ( 63,053 ) — ( 63,053 ) —
Distributions to noncontrolling interests — — — — — — ( 2 ) ( 2 ) ( 900 )
Contributions from noncontrolling interests — — — — — — 642 642 768
Net income (loss) — — — 65,802 — 65,802 106 65,908 ( 715 )
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.
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CARETRUST REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
For the Six Months Ended June 30,
2026 2025
Cash flows from operating activities:
Net income $ 167,741 $ 133,095
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including below-market ground leases) 59,877 39,122
Amortization of deferred financing costs 2,241 1,898
Unrealized gain on other real estate related investments, net ( 1,732 ) ( 3,255 )
Amortization of stock-based compensation 6,471 6,935
Straight-line rental income ( 8,027 ) ( 1,753 )
Amortization of lease incentives 98 97
Amortization of above and below market leases ( 43 ) ( 1,899 )
Noncash interest income ( 4,861 ) ( 1,581 )
Gain on sale of real estate, net — ( 3,876 )
Provision for loan losses 4,671 —
Change in operating assets and liabilities:
Accounts and other receivables ( 648 ) 573
Prepaid expenses and other assets, net ( 4,152 ) ( 459 )
Accounts payable, accrued liabilities and deferred rent liabilities 3,478 3,260
Net cash provided by operating activities 225,114 172,157
Cash flows from investing activities:
Acquisitions of real estate, net of deposits applied ( 270,765 ) ( 820,046 )
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
Escrow deposits for potential acquisitions of real estate ( 1,910 ) ( 1,020 )
Net proceeds from sales of real estate — 44,401
Net cash used in investing activities ( 990,698 ) ( 825,306 )
Cash flows from financing activities:
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 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 )
Dividends paid on common stock ( 163,257 ) ( 117,440 )
Contributions from noncontrolling interests 1,184 6,888
Distributions to noncontrolling interests ( 4,382 ) ( 2,157 )
Net cash provided by financing activities 617,392 745,059
Effect of foreign currency translation on cash and cash equivalents ( 583 ) 319
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.
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CARETRUST REIT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —
(Unaudited)
1. ORGANIZATION
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 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 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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation —The accompanying condensed consolidated financial statements of the Company were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and Article 10 of Regulation S-X. Accordingly, the condensed consolidated financial statements do not include all of the disclosures required by GAAP for a complete set of annual audited financial statements. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. In the opinion of management, all adjustments which are of a normal and recurring nature and considered necessary for a fair presentation of the results of the interim periods presented have been included. The results of operations for the interim periods are not necessarily indicative of results for the full year. The accompanying condensed consolidated financial statements of the Company include the accounts of CareTrust REIT, its wholly-owned subsidiaries, and variable interest entities (“VIEs”) over which the Company exercises control. All intercompany transactions and account balances within the Company have been eliminated, and net earnings are reduced by the portion of net earnings attributable to noncontrolling interests.
Restricted cash —The Company presents cash and cash equivalents separately from restricted cash within the Company’s condensed consolidated balance sheets. The Company includes restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown in the condensed consolidated statements of cash flows. The Company provides a reconciliation between the balance sheets and statements of cash flows, as required when the balance includes more than one line item for cash, cash equivalents and restricted cash. 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
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CARETRUST REIT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —
(Unaudited)
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.
3. 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 June 30, 2026 and December 31, 2025 (dollars in thousands):
June 30, 2026 December 31, 2025
Land $ 670,538 $ 632,466
Buildings and improvements 3,823,158 3,457,879
Integral equipment, furniture and fixtures 142,019 134,544
Identified intangible assets 50,200 48,332
Real estate investments 4,685,915 4,273,221
Accumulated depreciation and amortization (1)
( 623,074 ) ( 563,645 )
Real estate investments, net $ 4,062,841 $ 3,709,576
(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 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. 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):
Year Amount
2026 (six months remaining) $ 224,014
2027 457,497
2028 463,216
2029 466,461
2030 468,874
2031 458,845
Thereafter 3,470,275
Total $ 6,009,182
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CARETRUST REIT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —
(Unaudited)
Tenant Purchase Options
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):
Asset Type Properties Lease Expiration Option Period Open Date Option Type (1)
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 3,153 (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
(1) Option type includes:
A - Fixed base price.
B - Fixed capitalization rate on lease revenue.
(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.
(4) Option window is open for nine months from the option period open date.
(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 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 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 $ 3.6 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 properties then remaining in the master lease.
Rental Income
The following table summarizes components of the Company’s rental income (dollars in thousands):
For the Three Months Ended June 30,
For the Six Months Ended June 30,
Rental Income 2026 2025 2026 2025
Contractual rent due (1)
$ 114,026 $ 83,348 $ 224,429 $ 154,124
Straight-line rent 4,184 1,760 8,027 1,753
Amortization of lease incentives ( 49 ) ( 48 ) ( 98 ) ( 97 )
Amortization of above and below-market lease intangibles 44 973 43 1,899
Total $ 118,205 $ 86,033 $ 232,401 $ 157,679
(1) Includes initial cash rent and tenant operating expense reimbursements, as adjusted for applicable rental escalators and rent increases due to capital expenditures funded by the Company. 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 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.
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CARETRUST REIT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —
(Unaudited)
Recent Real Estate Acquisitions
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)
Number of Properties Number of Beds/Units (2)
Skilled nursing triple-net $ 161,292 7 656
Senior housing triple-net (3),(4)
246,604 12 1,296
SHOP (3)
15,680 1 102
Total $ 423,576 20 2,054
(1) Purchase price includes capitalized acquisition costs.
(2) The number of beds/units includes operating beds at the acquisition date.
(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.
4. IMPAIRMENT OF REAL ESTATE INVESTMENTS, ASSETS HELD FOR SALE AND ASSET SALES
Impairment of Real Estate Investments Held for Sale
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.
Asset Sales
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,
2025
Number of properties 5
Net sales proceeds
$ 44,401
Net carrying value 40,525
Net gain on sale $ 3,876
5. 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.
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CARETRUST REIT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —
(Unaudited)
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
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CARETRUST REIT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —
(Unaudited)
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):
Amount
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.
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CARETRUST REIT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —
(Unaudited)
6. OTHER REAL ESTATE RELATED AND OTHER INVESTMENTS
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 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
Fair Value (2)
Principal Balance
Fair Value (2)
Weighted Average Contractual Interest Rate (3), (4)
Maturity Date
Mortgage secured loans receivable (5)
66 23 $ 839,479 $ 861,553 $ 719,314 $ 736,474 8.9 % 8.8 % 9/29/2026 - 9/30/2039
Mezzanine loans receivable (5)
23 — 47,176 46,170 56,976 56,476 11.7 % 12.1 % 1/31/2029 - 12/31/2034
Total $ 886,655 $ 907,723 $ 776,290 $ 792,950
Loans Receivable, at Amortized Cost:
SNF Senior housing Principal Balance
Book Value (6)
Principal Balance
Book Value
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
Total $ 155,073 $ 156,180 $ 20,888 $ 21,728
Other Investments: Principal Balance
Book Value
Principal Balance
Book Value
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) 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.
(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.
(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,
2026
2025
Origination of other real estate related investments $ 259,599 $ 51,489
Accrued interest, net 3,376 255
Unrealized gain on other real estate related investments, net
1,732 3,255
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
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CARETRUST REIT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —
(Unaudited)
2026 Other Real Estate Related Investment Transactions
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
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
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) 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.
(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 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 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.
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CARETRUST REIT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —
(Unaudited)
Other Loans Receivables
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 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 Maturity Date
Other loans receivable $ 20,753 $ 20,803 $ 29,509 $ 30,217 8.7 % 8.4 % 9/30/2026 - 12/31/2030
Expected credit loss — ( 6,994 ) — ( 6,994 )
Total $ 20,753 $ 13,809 $ 29,509 $ 23,223
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,
2026
2025
Origination of other loans receivable $ — $ 226
Assumption of other loans receivable in connection with the acquisition (1)
— 7,124
Principal payments and conversion to investments in real estate (2)
( 8,752 ) ( 555 )
Accrued interest, net (2)
( 658 ) 52
Foreign currency translation ( 4 ) —
Net change in other loans receivable
$ ( 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. Care Home. 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. Care Home. 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. Care Home. 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 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
Mortgage secured loans receivable $ 21,603 $ 14,512 $ 38,261 $ 28,900
Mezzanine loans receivable 1,629 2,873 3,353 5,694
Preferred equity investments 2,404 1,911 4,803 3,408
Other loans receivable 367 407 888 741
Other (1)
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.
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CARETRUST REIT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —
(Unaudited)
7. 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 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 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 %. 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 June 30, 2026:
Derivative Notional Amount (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 )
Interest rate swap $ 250,000 June 2028 USD-SOFR 3.5 % 1,941 ( 1,543 )
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CARETRUST REIT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —
(Unaudited)
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
Cash flow hedge $ 297 $ 586 $ ( 84 ) $ ( 141 ) Gain on foreign currency transactions, net
Interest rate swap 3,807 7,312 ( 147 ) ( 343 ) Interest expense
$ 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.
8. FAIR VALUE MEASUREMENTS
The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. GAAP guidance defines three levels of inputs that may be used to measure fair value:
Level 1 – Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.
Level 3 – Unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.
The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. 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 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.
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CARETRUST REIT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —
(Unaudited)
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 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
Assets:
Mortgage secured loans receivable $ — $ — $ 861,553 $ 861,553
Mezzanine loans receivable — — 46,170 46,170
Financing receivable — — 92,899 92,899
Cash flow hedges — 4,194 — 4,194
Total assets $ — $ 4,194 $ 1,000,622 $ 1,004,816
Level 1 Level 2 Level 3 Balance as of December 31, 2025
Assets:
Mortgage secured loans receivable $ — $ — $ 736,474 $ 736,474
Mezzanine loans receivable — — 56,476 56,476
Financing receivable — — 92,193 92,193
Total assets
$ — $ — $ 885,143 $ 885,143
Liabilities:
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):
Investments in Real Estate Secured Loans Investments in Mezzanine Loans Investment in Financing Receivable
Balance as of December 31, 2025
$ 736,474 $ 56,476 $ 92,193
Originations 124,750 — —
Accrued interest, net 2,144 ( 147 ) 706
Unrealized gain (loss), net 2,770 ( 359 ) —
Payments ( 4,585 ) ( 9,800 ) —
Balance as of June 30, 2026
$ 861,553 $ 46,170 $ 92,899
Real estate secured and mezzanine loans receivable, at fair value: 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 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 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.
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CARETRUST REIT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —
(Unaudited)
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 June 30, 2026:
Type Book Value as of June 30, 2026
Valuation Technique Unobservable Inputs Range
Mortgage secured loans receivable $ 861,553 Discounted cash flow Discount Rate 7 % - 12 %
Mezzanine loans receivable 46,170 Discounted cash flow Discount Rate 11 % - 13 %
Derivative instruments: 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 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
Considerable judgment is necessary to estimate the fair value disclosure of financial instruments. 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 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
Level Face
Value Carrying
Amount Fair
Value Face
Value Carrying
Amount Fair
Value
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
Financial liabilities:
Senior unsecured notes payable 2 $ 400,000 $ 398,260 $ 390,328 $ 400,000 $ 397,816 $ 394,216
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: 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.
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 (as defined below) was determined using third-party quotes derived from orderly trades.
Unsecured revolving credit facility and senior unsecured term loan: The fair values approximate their carrying values as the interest rates are variable and approximate prevailing market interest rates and spreads for similar debt arrangements.
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CARETRUST REIT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —
(Unaudited)
9. DEBT
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
Senior unsecured notes payable $ 400,000 $ ( 1,740 ) $ 398,260 $ 400,000 $ ( 2,184 ) $ 397,816
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
2028 Senior Notes. 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. persons outside the United States in reliance on Regulation S under the Securities Act of 1933, as amended. The Notes were issued at par, resulting in gross proceeds of $ 400.0 million and net proceeds of approximately $ 393.8 million after deducting underwriting fees and other offering expenses. The Notes mature on June 30, 2028. The Notes accrue interest at a rate of 3.875 % per annum payable semiannually in arrears on June 30 and December 30 of each year, commencing on December 30, 2021.
The Issuers may redeem some or all of the Notes at any time prior to March 30, 2028 at a price equal to 100 % of the principal amount of the Notes redeemed plus accrued and unpaid interest on the Notes, if any, to, but not including, the redemption date, plus a “make-whole” premium. At any time on or after March 30, 2028, the Issuers may redeem some or all of the Notes at a redemption price equal to 100 % of the principal amount of the Notes redeemed plus accrued interest on the Notes, if any, to, but not including, the redemption date. 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 Credit Agreement (as defined below); provided, however, that such guarantees are subject to automatic release under certain customary circumstances.
The indenture governing the Notes contains customary covenants such as limiting the ability of the Company and its restricted subsidiaries to: incur or guarantee additional indebtedness; incur or guarantee secured indebtedness; pay dividends or distributions on, or redeem or repurchase, capital stock; make certain investments or other restricted payments; sell assets; enter into transactions with affiliates; merge or consolidate or sell all or substantially all of their assets; and create restrictions on the ability of the Issuers and their restricted subsidiaries to pay dividends or other amounts to the Issuers. The indenture governing the Notes also requires the Company and its restricted subsidiaries to maintain a specified ratio of unencumbered assets to unsecured indebtedness. These covenants are subject to a number of important and significant limitations, qualifications and exceptions. The indenture governing the Notes also contains customary events of default.
As of June 30, 2026, the Company was in compliance with all applicable financial covenants under the indenture governing the Notes.
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CARETRUST REIT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —
(Unaudited)
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 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.
On May 30, 2025, the Operating Partnership entered into a first amendment to the Third Amended Credit Agreement (the “First Amendment to the Third Amended Credit Agreement”). The First Amendment to the Third Amended Credit Agreement provides for an unsecured term loan facility (the “Term Loan Facility”) with term loan commitments in an aggregate principal amount of $ 500.0 million in addition to the Third Amended Revolving Facility.
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 plus a margin ranging from 1.10 % to 1.80 % per annum based on the debt to asset value ratio of the Company and its consolidated subsidiaries (subject to decrease at the Operating Partnership’s election if the Company obtains certain specified investment grade ratings on its senior long-term unsecured debt). The First Amendment to the Third Amended Credit Agreement removed the SOFR credit spread adjustment applicable to loans under the Third Amended Revolving Facility bearing interest at Term SOFR or Daily Simple SOFR.
As of June 30, 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. The Term Loan Facility has a maturity date of May 30, 2030.
The Third Amended Revolving Facility is guaranteed, jointly and severally, by the Company and its wholly owned subsidiaries that are party to the Third Amended Credit Agreement (other than the Operating Partnership). The Third Amended Credit Agreement contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company and its subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations, amend organizational documents and pay certain dividends and other restricted payments. The Third Amended Credit Agreement requires the Company to comply with financial maintenance covenants to be tested quarterly, consisting of a maximum debt to asset value ratio, a minimum fixed charge coverage ratio, a minimum tangible net worth, a maximum secured debt to asset value ratio, a maximum unsecured debt to unencumbered properties asset value ratio and a minimum unsecured interest coverage ratio. The Third Amended Credit Agreement also contains certain customary events of default, including the failure to make timely payments under the Third Amended 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.
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CARETRUST REIT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —
(Unaudited)
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 June 30, 2026 (dollars in thousands):
Revolving Credit Facility Term Loan Senior Unsecured Notes Total
2026 (six months remaining) $ — $ — $ — $ —
2027 — — — —
2028 — — 400,000 400,000
2029 310,000 — — 310,000
2030 — 500,000 — 500,000
Thereafter — — — —
Total Debt $ 310,000 $ 500,000 $ 400,000 $ 1,210,000
10. EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS
Common Stock
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”). 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.
In the event the Company enters into an ATM forward contract to sell shares of common stock pursuant to the ATM Program, the Company would expect to fully physically settle forward equity sales by delivery of shares of common stock to the forward purchaser and receive cash proceeds upon one or more settlement dates, which are typically a one-year term, at the Company’s discretion, prior to the final settlement date, at which time the Company would expect to receive aggregate net cash proceeds at settlement equal to the number of shares sold on a forward basis multiplied by the relevant forward price per share. 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 June 30, 2026, 0.1 million shares remained unsettled under the ATM Program, representing approximately $ 2.5 million in gross proceeds.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —
(Unaudited)
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
Average sales price per share $ 38.26 $ 29.36 $ 37.92 $ 29.34
Gross proceeds (1)
$ 363,584 $ 353,907 $ 493,084 $ 369,871
(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 June 30, 2026
Dividends declared per share $ 0.39 $ 0.39
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 June 30, 2026
Redeemable Noncontrolling Interests
Arrangements with noncontrolling interest holders are assessed for appropriate balance sheet classification based on the redemption and other rights held by the noncontrolling interest holder. Two of the Company’s noncontrolling interest holders have the ability to put their equity interests to the Company during specified option exercise periods, subject to certain conditions. The put options are payable in cash and subject to changes in redemption value. Accordingly, the Company records the redeemable noncontrolling interests outside of permanent equity. The redeemable noncontrolling interests are adjusted for additional contributions and distributions and the proportionate share of the net earnings or losses. When the redemption of the noncontrolling interests becomes probable, the Company will record the redeemable noncontrolling interests at the greater of their carrying amounts or redemption values at the end of each reporting period by making an election either to accrete changes in the redemption values of the redeemable noncontrolling interests over the period from the date it is probable of exercise to the earliest redemption date or to recognize the entire adjustment on the date redemption becomes probable. In addition to the rights of the redeemable noncontrolling interest holders, the Company has the ability to call the interests of the noncontrolling interest holders during specified option exercise periods.
As of June 30, 2026, the redeemable noncontrolling interests did not meet the conditions for redemption.
11. STOCK-BASED COMPENSATION
All stock-based awards are subject to the terms of the CareTrust REIT, Inc. and CTR Partnership, L.P. 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, 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.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —
(Unaudited)
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. 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.
LTIP Units
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 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
Shares Weighted Average Share Price Units Weighted Average Grant Date Fair Value per Unit
Granted 93,171 $ 38.72 786,870 $ 20.81
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —
(Unaudited)
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.
12. INCOME TAXES
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 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
Domestic
$ 85,925 $ 106 $ 163,169 $ 217
Foreign
4,846 2,429 9,378 4,589
Total
$ 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 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.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —
(Unaudited)
13. 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 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
Numerator:
Net income attributable to CareTrust REIT, Inc. $ 88,996 $ 68,545 $ 169,206 $ 134,347
Less: Net income allocated to participating securities ( 96 ) ( 186 ) ( 201 ) ( 368 )
Numerator for basic and diluted earnings available to common stockholders $ 88,900 $ 68,359 $ 169,005 $ 133,979
Denominator:
Weighted-average basic common shares outstanding 233,751 192,444 228,412 189,813
Dilutive potential common shares - TSR Units 405 407 435 317
Dilutive potential common shares - forward equity agreements 88 — 282 —
Weighted-average diluted common shares outstanding 234,244 192,851 229,129 190,130
Earnings per common share attributable to CareTrust REIT, Inc., basic $ 0.38 $ 0.36 $ 0.74 $ 0.71
Earnings per common share attributable to CareTrust REIT, Inc., diluted $ 0.38 $ 0.35 $ 0.74 $ 0.70
Antidilutive unvested RSAs and RSUs excluded from the computation 279 554 279 554
14. SEGMENT REPORTING
The chief operating decision maker (“CODM”) is the President and Chief Executive Officer. 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. The CODM does not review segment assets at a different asset level or category than the amounts disclosed in the condensed consolidated balance sheets. The CODM uses net income to evaluate the performance of the Company in deciding whether to reinvest profits into the Company.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —
(Unaudited)
The CODM evaluates performance based on net income, as follows (in thousands):
For the Three Months Ended June 30, For the Six Months Ended June 30,
2026 2025 2026 2025
Revenues:
Rental income $ 118,205 $ 86,033 $ 232,401 $ 157,679
Resident fees and services
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
Total revenues 161,348 112,469 304,131 209,090
Expenses:
Depreciation and amortization 30,362 21,215 59,792 39,056
Interest expense 15,324 13,038 26,566 19,707
Property taxes and insurance 2,163 2,117 4,616 4,182
Senior housing operating expenses
3,732 — 6,838 —
Transaction costs 352 61 559 949
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
Incentive compensation 6,101 3,424 10,185 4,649
Share-based compensation 3,023 3,026 6,471 6,935
Professional services 1,725 2,453 3,253 3,329
Taxes and insurance 218 470 451 688
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
Other income:
Gain on sale of real estate, net
— — — 3,876
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
Income tax expense ( 2,535 ) ( 1,030 ) ( 4,806 ) ( 1,030 )
Net income 88,236 67,902 167,741 133,095
Net loss attributable to noncontrolling interests ( 760 ) ( 643 ) ( 1,465 ) ( 1,252 )
Net income attributable to CareTrust REIT, Inc. $ 88,996 $ 68,545 $ 169,206 $ 134,347
(1) Other expenses include certain overhead expenses.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —
(Unaudited)
15. VARIABLE INTEREST ENTITIES
VIEs for Which the Company is the Primary Beneficiary
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.
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):
June 30, 2026
December 31, 2025
Assets:
Real estate investments, net $ 855,098 $ 822,457
Cash and cash equivalents 14,578 12,806
Accounts and other receivables 392 78
Prepaid and other assets 5,166 5,961
Total assets $ 875,234 $ 841,302
Liabilities:
Accounts payable, accrued liabilities and deferred rent liabilities $ 5,802 $ 4,856
Total liabilities $ 5,802 $ 4,856
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 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 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.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —
(Unaudited)
16. COMMITMENTS AND CONTINGENCIES
The Company and its subsidiaries are and may become from time to time a party to various claims and lawsuits arising in the ordinary course of business, which are not individually or in the aggregate anticipated to have a material adverse effect on the Company’s results of operations, financial condition or cash flows. Claims and lawsuits may include matters involving general or professional liability asserted against the Company’s tenants, which are the responsibility of the Company’s tenants and for which the Company is entitled to be indemnified by its tenants under the insurance and indemnification provisions in the applicable leases.
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 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 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. Incentive options include a wide variety of opportunities for tenants to upgrade everything from energy and environmental systems to water-saving landscaping and more. 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 June 30, 2026 (in thousands):
Remaining Commitment
Capital expenditures (1)
$ 9,385
Mortgage loans 5,066
Other loans receivable (2)
18,021
Earn-out obligations (3)
45,152
$ 77,624
(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) 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.
17. 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.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —
(Unaudited)
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 Six Months Ended
June 30, 2026 (1)
Ensign (2)
15 % 16 %
June 30, 2025 (1)
Ensign (2)
19 % 20 %
PACS (2)
10 % 10 %
(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. (“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 three and six months ended June 30, 2026 and 2025:
Percentage of Total Revenue
Geography Three Months Ended Six Months Ended
June 30, 2026 (1)
CA 23 % 20 %
U.K. 16 % 16 %
TX 10 % 10 %
June 30, 2025 (1)
CA 21 % 22 %
TN 11 % 11 %
TX 11 % 11 %
U.K. 10 % 6 %
(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.
18. SUBSEQUENT EVENTS
Recent Acquisitions and Investments
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.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —
(Unaudited)
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 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.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.