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CareTrust REIT (NYSE: CTRE) plans CFO transition as Wagner retires end-2025

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CareTrust REIT, Inc. announced that long-time Chief Financial Officer and Treasurer William M. Wagner will retire effective December 31, 2025, and then remain briefly as an employee to help transition his responsibilities. The Board has appointed Derek Bunker to become Chief Financial Officer and Treasurer effective January 1, 2026.

Mr. Bunker, age 37, is currently Senior Vice President of Strategy and Investor Relations and previously consulted on the Company’s acquisition of Care REIT plc. For 2026, his compensation package will include a $475,000 base salary, a short-term incentive target of $700,000 tied to performance metrics set by the Compensation Committee, and a long-term incentive target of $750,000 in time-based and performance-based equity awards. The Company stated there are no related-party relationships or special arrangements connected to his appointment.

Positive

  • None.

Negative

  • None.

Insights

Planned CFO succession with structured 2026 pay package looks orderly.

The company is executing a scheduled transition, with CFO William Wagner retiring at year-end 2025 and staying briefly to support handover. Naming internal executive Derek Bunker as Chief Financial Officer and Treasurer effective January 1, 2026 suggests continuity, as he already oversees strategy and investor relations and has been involved in the Care REIT plc acquisition.

The Compensation Committee set Mr. Bunker’s $475,000 base salary and 2026 incentive targets of $700,000 short term and $750,000 long term, with equity split between time-based and performance-based awards. This mix ties a meaningful portion of his pay to performance metrics the committee will establish for 2026 and to multi-year equity value, which can help align interests with shareholders.

The disclosure that there are no special arrangements, family relationships, or related party transactions around his appointment reduces governance concerns typically associated with insider promotions. Future company filings describing the specific performance metrics and equity award terms will provide more detail on how tightly his incentives are linked to operating and financial outcomes.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 19, 2025
CareTrust REIT, Inc.
(Exact name of registrant as specified in its charter)  
Maryland001-3618146-3999490
(State or other jurisdiction
of incorporation)		(Commission
File Number) 		(IRS Employer
Identification No.)
Registrant’s telephone number, including area code: (949) 542-3130
905 Calle Amanecer, Suite 300, San Clemente, CA
92673
(Address of principal executive offices)(Zip Code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareCTRENew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company   ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐



Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Chief Financial Officer    
On September 19, 2025, William M. Wagner notified CareTrust REIT, Inc. (the “Company”) of his retirement as Chief Financial Officer and Treasurer of the Company, effective December 31, 2025. Mr. Wagner will continue as an employee of the Company during a brief transition period after this date to assist with the transition of his responsibilities.
Appointment of Chief Financial Officer
On September 22, 2025, the Board of Directors of the Company appointed Derek Bunker to succeed Mr. Wagner as Chief Financial Officer and Treasurer of the Company effective as of January 1, 2026, to serve in those positions until his successor is duly elected and qualifies.
Mr. Bunker, age 37, has served as Senior Vice President of Strategy and Investor Relations of the Company since June 2025 after serving as a consultant to the Company from January 2025 to June 2025 to assist with the Company’s acquisition of Care REIT plc. From December 2023 until he joined the Company, Mr. Bunker ran a post-acute healthcare consultancy and independent sponsor. From October 2019 to December 2022, he served as Chief Investment Officer, Executive Vice President and Secretary of The Pennant Group. Prior to that, he served as Vice President, Acquisitions and Business Legal Affairs at The Ensign Group from June 2015 to October 2019 and previously worked as an attorney at Latham & Watkins LLP, focusing on various finance, corporate governance, securities and transactional matters. Mr. Bunker received a J.D. from the University of Virginia School of Law and a B.A. in Philosophy from Brigham Young University.
In connection with Mr. Bunker’s appointment as Chief Financial Officer and Treasurer, the Compensation Committee of the Board of Directors (the “Compensation Committee”) approved an increase in Mr. Bunker’s annual base salary to $475,000 effective January 1, 2026. The Compensation Committee also approved (i) a short-term incentive target for Mr. Bunker under the Company’s short-term incentive program of $700,000 for 2026, which will be payable based on a percentage of target subject to the Company’s achievement of specified performance metrics to be established by the Compensation Committee for 2026, and (ii) a long-term incentive target for Mr. Bunker under the Company’s long-term incentive program of $750,000 for 2026 to be split between time-based and performance-based equity awards, with the grant of the equity awards, and the terms thereof, to be approved by the Compensation Committee at the same time as the grant of equity awards to the Company’s other executive officers under the Company’s long-term incentive program.
Mr. Bunker will also enter into an indemnification agreement with the Company in the form previously approved by the Board of Directors and filed with the Securities and Exchange Commission as Exhibit 10.11 to the Company’s Current Report on Form 8-K on June 5, 2014.
There are no arrangements or understandings between Mr. Bunker and any other person pursuant to which Mr. Bunker was appointed as Chief Financial Officer and Treasurer. There are also no family relationships between Mr. Bunker and any director or executive officer of the Company and Mr. Bunker has no direct or indirect interest in any related party transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01    Regulation FD Disclosure.
On September 23, 2025, the Company issued a press release announcing the retirement of Mr. Wagner and the appointment of Mr. Bunker as Chief Financial Officer and Treasurer of the Company, which is furnished as Exhibit 99.1 hereto.
Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in any such filing.



Item 9.01. Financial Statements and Exhibits.

 
(d)Exhibits.
 
Exhibits  Description
99.1
  
Press Release of the Company, dated September 23, 2025
104Cover Page Interactive Data File (embedded within the inline XBRL document)




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: September 23, 2025CARETRUST REIT, INC.
By:
/s/ David M. Sedgwick
David M. Sedgwick
Chief Executive Officer


Source: View Original Filing on SEC EDGAR

FAQ

What executive leadership change did CareTrust REIT (CTRE) announce?

CareTrust REIT, Inc. announced that Chief Financial Officer and Treasurer William M. Wagner will retire effective December 31, 2025, and that Derek Bunker has been appointed to succeed him as Chief Financial Officer and Treasurer effective January 1, 2026.

Who is Derek Bunker, the new CFO of CareTrust REIT (CTRE)?

Derek Bunker, age 37, is currently Senior Vice President of Strategy and Investor Relations at CareTrust REIT, Inc. He previously consulted for the company on its acquisition of Care REIT plc and has held senior roles at The Pennant Group and The Ensign Group, in addition to earlier work as an attorney at Latham & Watkins LLP.

What is the 2026 compensation package for CareTrust REIT’s new CFO?

Effective January 1, 2026, Derek Bunker will receive an annual base salary of $475,000, a 2026 short-term incentive target of $700,000 under the short-term incentive program based on performance metrics set by the Compensation Committee, and a 2026 long-term incentive target of $750,000 in time-based and performance-based equity awards.

Will the retiring CFO of CareTrust REIT remain involved after December 31, 2025?

Yes. After his retirement as Chief Financial Officer and Treasurer on December 31, 2025, William M. Wagner will continue as an employee for a brief transition period to assist with the transfer of his responsibilities.

Did CareTrust REIT (CTRE) issue a press release about the CFO transition?

Yes. On September 23, 2025, the company issued a press release announcing the retirement of William M. Wagner and the appointment of Derek Bunker as Chief Financial Officer and Treasurer. This press release is furnished as Exhibit 99.1 to the report.