CareTrust REIT, Inc.

We have disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 risk factors which materially affect our business, financial condition, or results of operations. There have been no material changes from the risk factors previously disclosed, except as noted below.

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

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.

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.