Every material Form 8-K CareTrust REIT filed with the SEC in 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
CareTrust REIT amended its operating partnership agreement on December 11, 2025, creating a new class of LTIP Units that can be used for executive and director equity compensation. The Compensation Committee also let directors and executive officers elect to receive annual equity awards in Basic LTIP Units or Performance LTIP Units. The filing describes the changes as largely administrative, and it does not state any dollar amounts or share counts.
Amended Operating Partnership Agreement dated December 11, 2025 creates LTIP Units, including Basic LTIP Units and Performance LTIP Units.
Basic LTIP Units generally vest with continued service; Performance LTIP Units also depend on the Company's total shareholder return relative to a peer group.
Compensation Committee approved forms of Basic LTIP and Performance LTIP award agreements under the Incentive Award Plan, filed as Exhibits 10.2 and 10.3.
CareTrust REIT reported third quarter 2025 net income of $74.9 million, or $0.35 per diluted share, up from $0.21 a year earlier, and normalized FFO of $0.45 per diluted share, up from $0.38. The company also updated its 2025 guidance, though the filing does not state the prior guidance, so the direction of the change cannot be determined from this document.
Q3 net income of $74.9 million, or $0.35 per diluted share, up $0.14 or 67% year over year
Q3 normalized FFO of $94.7 million, or $0.45 per diluted share, up 18% year over year
Updated 2025 guidance: net income of $1.41 to $1.42 per share, normalized FFO of $1.76 to $1.77, normalized FAD of $1.76 to $1.77
Quarterly dividend of $0.335 per share maintained; company had $334 million in cash and a $1.2 billion undrawn revolver since quarter end
CareTrust REIT, Inc. increased its board from five to six directors and appointed Gregory K. Stapley, its CEO from 2014 to 2022, effective January 1, 2026. The board also adopted amended and restated bylaws effective October 21, 2025, updating director nomination rules and adding a Chief Investment Officer office. Mr. Stapley is the brother-in-law of current CEO David Sedgwick, which the filing discloses.
Board expanded from five to six directors; Mr. Stapley's appointment is effective January 1, 2026
Director pay includes an $85,000 annual cash retainer and a restricted stock award with a $145,000 grant date value
Bylaws amended October 21, 2025 to add universal proxy requirements and tighter advance notice rules for director nominations
Mr. Stapley is the brother-in-law of President and CEO David Sedgwick
CareTrust REIT said Chief Financial Officer and Treasurer William Wagner will retire effective December 31, 2025, and its board appointed Derek Bunker as his successor effective January 1, 2026. Bunker has been the company's Senior Vice President of Strategy and Investor Relations since June 2025, and the company disclosed his 2026 base salary and incentive targets.
William M. Wagner retires as CFO and Treasurer effective December 31, 2025, and will remain an employee for a brief transition period.
Derek Bunker, age 37, becomes CFO and Treasurer effective January 1, 2026, after serving as SVP of Strategy and Investor Relations since June 2025.
Bunker's 2026 annual base salary is $475,000, with a short-term incentive target of $700,000 and a long-term incentive target of $750,000.
Lauren Beale, Chief Accounting Officer, will take on expanded responsibilities as part of the CFO transition plan.
CareTrust REIT reported second-quarter 2025 net income attributable to the company of $68.5 million, or $0.35 per diluted share, up from $10.8 million, or $0.07 per share, a year earlier. The company also raised its 2025 guidance, now projecting normalized FFO of $1.77 to $1.79 per share.
Total revenues were $112.5 million for the quarter, compared with $68.9 million in the second quarter of 2024.
Normalized FFO was $83.1 million, or $0.43 per diluted share, compared with $0.36 a year earlier.
2025 guidance raised: net income of $1.43 to $1.45 per share and normalized FFO of $1.77 to $1.79 per share.
Quarterly dividend of $0.335 per share, up from $0.29 declared in the second quarter of 2024.
CareTrust REIT amended its credit agreement with KeyBank on May 30, 2025, adding a $500 million unsecured term loan alongside its $1.2 billion revolving facility. The company expects to use the term loan to pay down about $475 million of revolver balance, fund acquisitions and for general corporate purposes, which adds new debt that shareholders should weigh against the company's leverage.
Term facility of $500 million matures May 30, 2030, with no required interim repayments and prepayment allowed without premium
Pricing is base rate plus 0.10% to 0.80%, or Term SOFR plus 1.10% to 1.80%, based on debt to asset value ratio
Revolving facility remains at $1.2 billion; company expects to use term loan to pay off about $475 million revolver balance
Term facility is guaranteed by the company and its wholly owned subsidiaries that are party to the credit agreement
CareTrust REIT reported first quarter 2025 net income attributable to the company of $65.8 million, or $0.35 per diluted share, up from $28.7 million, or $0.22 per share, a year earlier. The company raised its 2025 guidance and increased its quarterly dividend from $0.29 to $0.335 per share, while also reporting that shareholders of Care REIT plc approved its planned acquisition for about $856 million.
Q1 2025 total revenues were $96.6 million, up from $63.1 million in Q1 2024; normalized FFO was $77.8 million, or $0.42 per share, versus $0.35 a year earlier.
2025 guidance was increased: net income of $1.36 to $1.40 per diluted share, normalized FFO of $1.69 to $1.73, and normalized FAD of $1.73 to $1.77.
Quarterly dividend increased from $0.29 to $0.335 per common share.
Care REIT plc shareholders approved the acquisition on April 29, 2025; the company expects to close on or around May 9, 2025, subject to approval by the English Court.
CareTrust REIT agreed to acquire Care REIT plc, a UK care home real estate investment trust, through a cash offer valued at about $817 million including assumed net debt of about $240 million. The deal was unanimously approved by both boards and is expected to close in the second quarter of 2025, subject to Care REIT shareholder and court approval, and will be funded from CareTrust's existing revolving credit facility.
Offer price is 108 pence in cash per Care REIT share, a 32.8% premium to Care REIT's March 10, 2025 closing share price.
Equity value is about $577 million; total purchase price including net debt is about $817 million.
Care REIT portfolio covers 137 care homes with about 7,500 operating beds leased to 15 operators; annual contractual rent is about $66 million as of September 30, 2024.
Deal is subject to shareholder and High Court approval and must complete by the July 9, 2025 long stop date.
CareTrust REIT reported fourth-quarter 2024 net income of $52.1 million, or $0.29 per diluted share, up from $26.3 million, or $0.22, a year earlier, and full-year normalized FFO of $232.9 million, or $1.50 per share. The company also issued 2025 guidance of $1.68 to $1.72 in normalized FFO per share and kept its quarterly dividend at $0.29 per share.
Q4 2024 net income attributable to CareTrust was $52.1 million ($0.29 per diluted share), versus $26.3 million ($0.22) in Q4 2023.
Q4 2024 normalized FFO was $72.9 million ($0.40 per share), versus $43.4 million ($0.36) a year earlier.
2025 guidance: net income of $1.35 to $1.39 per diluted share, normalized FFO of $1.68 to $1.72, and normalized FAD of $1.72 to $1.76, based on 187.5 million shares.
As of February 12, 2025, the company had $750.0 million available under its ATM Program and no borrowings on its $1.2 billion revolving credit line.
CareTrust REIT entered into a new equity distribution agreement with a group of sales agents and forward purchasers covering up to $750 million of common stock sales, called the January 2025 ATM Program. The company intends to use net proceeds for general corporate purposes, including possible acquisitions, debt repayment and working capital, and it terminated its prior August 2024 program, which had about $440.15 million of unsold capacity. Because the program lets the company sell new shares over time, it may add to the number of shares outstanding.
Maximum aggregate gross offering price of up to $750,000,000 under the January 2025 ATM Program
Sales agents may receive commissions of up to 2.0% of the sale price of common stock sold through them
Prior at-the-market program dated August 29, 2024 was terminated, with about $440.15 million of unsold shares at termination
Shares will be issued under a Form S-3 shelf registration filed February 24, 2023, with a prospectus supplement filed January 21, 2025
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
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