CareTrust REIT, Inc.

Current report

The intended benefits of the LNT transaction may not be realized.

Current report

On September 30, 2026, the Company entered into a definitive agreement with LNT Care Developments Holdings Limited (“LNT”), to acquire 24 care homes and an additional 21 care homes that are currently under development in the U.K. (the “LNT Transaction”). The Company has, or plans to, enter into long-term leases for the care homes upon acquisition for lease to subsidiaries of Crystal Care, LNT’s care home operating portfolio company. Following an initial lease-up period at each care home and subject to put and call options upon satisfaction of certain requirements, the Company would acquire the operating company of each care home, which the Company would then transition to the Company’s SHOP platform.

Current report

The acquisitions and conversion to SHOP pose risks for our ongoing operations, including, among others: the risk that the homes currently under development are not completed on the expected timeline or at all, and that practical completion, regulatory registration and other closing conditions are delayed or not satisfied; that the tenant operating companies do not perform as well as anticipated, including during the initial lease-up phase, and the risk that stabilization and anticipated net operating income yields and accretion are not achieved; the risk that the put and call rights with respect to the operating companies are not exercised or that the anticipated conversion of the homes to our SHOP platform under a RIDEA structure does not occur on the expected timeline or at all; and changes in the United Kingdom regulatory, reimbursement, labor and tax environment. As a result of the foregoing, we cannot assure you that we will realize all of the intended benefits of the LNT Transaction or that the LNT acquisition will be accretive to us in the near term or at all.

Previous report

Our use of, or inability to use, artificial intelligence (“AI”) presents risks and challenges that may adversely impact our business and operating results or the business and operating results of our tenants, managers, borrowers or business partners.

Previous report

We use, and may expand our use of, generative artificial intelligence and machine learning (collectively, “AI”). If our peers use AI tools to optimize operations and we fail to utilize AI tools in a comparable manner, we may be competitively disadvantaged. While AI tools may facilitate optimization and operational efficiencies, they also have the potential for inaccuracy, bias, infringement or misappropriation of intellectual property. The use of AI tools may introduce errors or inadequacies that are not easily detectable, including deficiencies, inaccuracies, or biases in the data used for AI training, or in the content, analyses, or recommendations generated by AI applications. Uncertainty around the safety and security of new and emerging AI applications may require additional investment in the development of proprietary datasets, machine learning models and systems to test for security, accuracy, bias and other variables, which are often complex, may be costly and could impact our operating results. Cybersecurity threat actors may also utilize AI tools to automate and enhance cybersecurity attacks against us and could lead to data breaches, loss of confidential or sensitive information, and financial or reputational harm. Additionally, AI-enabled solutions and features may become more important to our tenants, managers, borrowers and business partners over time. They may also incorporate AI into their products and services without disclosing such use to us or fail to disclose risks presented by their use of AI. If our tenants, managers, borrowers or business partners use AI tools that do not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection, compliance and transparency, among others, it could inhibit our and their ability to maintain an adequate level of functionality or service.

Previous report

Our use of third-party AI models, platforms, vendors, datasets, or infrastructure relies on safeguards implemented by those third parties, including safeguards related to model performance, availability, privacy, data use, security, intellectual property, confidentiality, accuracy, bias mitigation, regulatory compliance, and other matters, and these safeguards may be insufficient. Third-party AI providers may also change their models, terms, pricing, availability, data-use practices, privacy and security commitments, intellectual property positions, or compliance posture in ways that adversely affect our operations, costs, or ability to meet our contractual or regulatory obligations. Interruptions, errors, degradation, security incidents, or changes involving third-party AI technologies could impair our products or internal operations and could adversely affect our business.

Previous report

Additionally, the complex and rapidly evolving landscape around AI may expose us to claims, inquiries, demands and proceedings by private parties and global regulatory authorities and subject us to legal liability as well as reputational harm. New laws and regulations are being adopted in the U.S. and in non-U.S. jurisdictions, and existing laws and regulations may be interpreted in ways that would affect our business operations and the way in which we use AI. Future regulations could impose restrictions on the use of AI technology and require us to incur significant costs to implement compliance measures or change the way in which we use AI. Any of these outcomes could impair our ability to compete effectively, damage our reputation, result in the loss of valuable property or information and adversely impact our results of operations.

Previous report

In addition, investors, analysts, and other market participants may use AI tools to process, summarize or interpret our financial information or other data about us. The use of AI tools in financial and market analysis may introduce risks similar to those described above, including an inaccurate interpretation of our financial or operational performance or market trends or conditions, which in turn could result in inaccurate conclusions or investment recommendations.