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NYSE: CTRE CareTrust REIT, Inc. 8-K

CareTrust REIT completes £576M acquisition of 23 UK care homes from LNT, with options for 21 more

Filed October 2, 2026 · Period ending September 30, 2026 · ~1 min read

5 key changes 3 high relevance 4 sections

Key Changes

  • high

    Completed acquisition of 23 UK care homes from LNT for £576M (~$764M), with one additional home pending regulatory approval expected in October 2026.

  • high

    Agreement includes options to acquire up to 21 additional in-development care homes for ~£504M (~$669M), with closings expected through December 31, 2027.

  • high

    Raised FY2026 guidance: net income $1.54–$1.57/share, Normalized FFO $2.06–$2.09/share, Normalized FAD $2.02–$2.05/share.

    Exhibit 99.1 view on EDGAR →
  • medium

    Acquired homes leased to Crystal Care under triple-net leases with fixed annual escalators and renewal options; LNT guarantees lease payments.

  • medium

    Company expects to acquire operating companies and transition homes to a RIDEA-compliant structure after initial lease-up phase.

Summary

CareTrust REIT has completed the first phase of a major UK expansion, acquiring 23 completed care homes from LNT Care Developments for approximately £576 million ($764 million). The deal, announced on October 2, 2026, also includes options to acquire up to 21 additional in-development homes for about £504 million ($669 million) as they are completed through 2027.

The acquired properties are leased to Crystal Care, LNT's operating subsidiary, under triple-net leases with fixed annual escalators, and LNT guarantees the lease obligations. The transaction is expected to be accretive to normalized FFO per share during the lease-up phase and to generate an all-in pre-tax yield in the mid- to high-7% range in the first year of the SHOP phase.

CareTrust also raised its full-year 2026 guidance, now projecting net income of $1.54 to $1.57 per share, Normalized FFO of $2.06 to $2.09 per share, and Normalized FAD of $2.02 to $2.05 per share. The guidance includes the initial 24-home acquisition but excludes the remaining 21 homes under development. For retail investors, this represents a significant portfolio expansion into the UK private pay care home market, with a clear path to convert the homes to a REIT-compliant operating structure over the next few years. The staggered closing structure and lease guarantees provide some near-term stability, while the SHOP conversion offers potential upside as the homes stabilize.

Section-by-Section Diff

Event · Item 2.01 — Completion of Acquisition or Disposition of Assets

~700 words

Item 2.01 — Completion of Acquisition or Disposition of Assets filed; see Key Changes for terms.

4 Added
Added Acquisition of UK care home portfolio high

Added in current filing · verify on EDGAR →

completed the acquisition of the entire issued share capital of care home property companies holding an aggregate of 23 completed care homes and one additional care home remaining subject to regulatory approval anticipated in October 2026

CareTrust REIT, through its UK subsidiary, acquired 23 completed care homes from LNT Care Developments Holdings Limited. One additional care home is pending regulatory approval expected in October 2026. The acquisition was completed on October 1, 2026.

Added Purchase price high

Added in current filing · verify on EDGAR →

The purchase price for each of the Acquired Properties is £24,000,000, for an initial aggregate purchase price of approximately £576 million (or approximately $764 million) for the 24 Completed Properties and approximately £504 million (or approximately $669 million) for the In-Development Properties, exclusive of transaction costs.

The company will pay £24 million per property. The initial aggregate purchase price is approximately £576 million ($764 million) for the 24 completed properties and approximately £504 million ($669 million) for the in-development properties, excluding transaction costs.

Added In-development properties and options high

Added in current filing · verify on EDGAR →

Upon the exercise of put and call options contemplated in the Purchase Agreement, the Purchaser also intends to acquire the entire issued share capital of care home property companies holding up to an additional 21 care homes

The company has options to acquire up to 21 additional care homes that are currently under development. These acquisitions are expected to occur on a rolling basis through December 31, 2027, upon completion of development and receipt of regulatory approvals.

Added Future Opco acquisition and SHOP transition medium

Added in current filing · verify on EDGAR →

the Operating Partnership or its affiliate expects to acquire the entire issued share capital of the operating companies holding the care home businesses for each of the Acquired Properties (each, an “Opco” and, collectively, the “Opcos”) and, pursuant to care services agreements to be entered into between Crystal Care Homes (2) Limited, a company incorporated under the laws of England and Wales (or a wholly-owned subsidiary thereof), and each such Opco, transition the homes to a structure permitted under the REIT Investment Diversification and Empowerment Act

After an initial lease-up phase, the company expects to acquire the operating companies (Opcos) for each property and transition the homes to a REIT-compliant structure under the REIT Investment Diversification and Empowerment Act. The Opco purchase price will be a specified multiple of implied annualized mature EBITDA.

Event · Item 7.01 — Regulation FD Disclosure

~300 words

CareTrust REIT announced an LNT Transaction via press release, investor presentation, and videos under Regulation FD.

3 Added
Added LNT Transaction announcement high

Added in current filing · verify on EDGAR →

On October 2, 2026, the Company issued a press release announcing the transactions reported in Item 2.01 of this Current Report on Form 8-K (collectively, the “LNT Transaction”).

The company disclosed a transaction referred to as the LNT Transaction, which is reported in Item 2.01 of the same 8-K. The press release announcing it is attached as Exhibit 99.1.

Added Investor presentation and management remarks medium

Added in current filing · verify on EDGAR →

In connection with the announcement of the LNT Transaction, the Company has published an investor presentation and brief management remarks, which are available under the “Events & Presentations” tab in the “Investors” section of the Company's website at www.CareTrustREIT.com.

The company published an investor presentation and management remarks on its website to accompany the LNT Transaction announcement. The presentation is attached as Exhibit 99.2.

Show 1 minor / wording change
Added Video series on LNT Transaction low

Added in current filing · verify on EDGAR →

The Company has also published a series of eleven videos announcing and describing the LNT Transaction, which are available on the Company’s YouTube page at www.youtube.com/@caretrustreit in the “Playlists” tab under the playlist entitled “LNT.”

The company released eleven videos on YouTube to announce and describe the LNT Transaction. These videos are available under the LNT playlist.

Event · Exhibit 99.1

CareTrust REIT agrees to acquire 45 UK care homes from LNT for ~£1.1B and raises FY2026 guidance.

3 Added
Added LNT acquisition agreement high

Added in current filing · view on EDGAR →

entered into a definitive agreement with LNT Care Developments Holdings Limited (“LNT”), a prolific United Kingdom-based care home developer and operator, to acquire 45 new care homes for approximately £1.1 billion

CareTrust has signed a definitive agreement to buy 45 newly built UK care homes from LNT for about £1.1 billion. The deal is structured with staggered closings, with the first 24 homes already closed on October 1, 2026 for approximately £576 million (about $764 million). The remaining 21 homes are under development and will be acquired for about £504 million as they are completed through 2027.

Added Lease structure and SHOP conversion high

Added in current filing · view on EDGAR →

All homes are, or will be upon closing, leased to subsidiaries of Crystal Care, LNT’s care home operating portfolio company, under triple-net leases that provide for fixed annual escalators and renewal options (the “Lease-up Phase”).

All 45 homes are or will be leased to Crystal Care under triple-net leases with fixed annual rent escalators. After an initial lease-up period, CareTrust and LNT intend to convert all 45 homes to a RIDEA structure, moving them into CareTrust's senior housing operating portfolio. The SHOP phase is expected to begin between years two and four after each home's completion, with the first transition anticipated by Q4 2027.

Added Expected yield and accretion high

Added in current filing · view on EDGAR →

The transaction is expected to be accretive to normalized funds from operations per share during the Lease-up Phase, inclusive of straight-line rent adjustments, and to generate an all-in yield in the mid- to high-7% range on a pre-tax basis in year one of the SHOP Phase.

Management expects the LNT transaction to be accretive to normalized FFO per share during the lease-up phase and to generate an all-in pre-tax yield in the mid- to high-7% range in the first year of the SHOP phase. This suggests the deal is structured to avoid near-term earnings dilution while the homes fill with residents.

Event · Exhibit 99.2

CareTrust REIT announces a £1.1bn strategic partnership with LNT to acquire 45 UK care homes.

5 Added
Added Strategic partnership with LNT high

Added in current filing · view on EDGAR →

CARETRUST AND LNT CREATE £1.1BN STRATEGIC RELATIONSHIP WITH INITIAL INVESTMENT TO DEVELOP AND OWN 45 PRIVATE PAY CARE HOMES ACROSS THE UK

CareTrust REIT has entered into a strategic partnership with LNT Care Developments to develop and own 45 private pay care homes across the UK. The total transaction value is £1.1 billion, representing a significant expansion of CareTrust's UK portfolio. Note: these figures were previously disclosed in the company's May 7, 2026 8-K.

Added Acquisition structure and pricing high

Added in current filing · view on EDGAR →

24 in lease-up homes(1) closed October 2026 for £576mm ($764mm(2) (3))

The acquisition will occur in staggered closings. The first phase involves 24 lease-up homes closing in October 2026 for £576 million ($764 million). The remaining 21 development homes will be purchased throughout 2027 for £504 million ($669 million).

Added Lease terms with Crystal Care high

Added in current filing · view on EDGAR →

£1.4mm ($1.9mm(2)) initial annual rent plus 3% annual escalators

The homes will be leased to Crystal Care, LNT's care home operating subsidiary, under a 20-21 year triple-net lease guaranteed by LNT. The initial annual rent is £1.4 million ($1.9 million) with 3% annual escalators.

Added SHOP conversion strategy high

Added in current filing · view on EDGAR →

Conversion to SHOP once homes are stabilized within 24-48 months

CareTrust plans to convert the homes to a Senior Housing Operating Properties (SHOP) structure once they are stabilized, expected within 24-48 months. This conversion is anticipated to provide upside to normalized FFO per share.

Added Portfolio scale and diversification high

Added in current filing · view on EDGAR →

Pro Forma Portfolio (based on run-rate LNT portfolio) Enterprise value $1 ... 1.5 Billion(5) Properties 575 Beds / Units 52,973

The LNT transaction increases CareTrust's pro forma portfolio to 575 properties and 52,973 beds/units, with enterprise value of $11.5 billion. This meaningfully expands the company's UK presence and diversifies its operator and asset mix.

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