CareTrust REIT (CTRE) director receives 5,781 LTIP Units as 2026 compensation

Rhea-AI Filing Summary

CareTrust REIT, Inc. reported a routine compensation-related equity grant to one of its non-employee directors. On January 2, 2026, the director received 5,781 LTIP Units in CTR Partnership, L.P., the company’s operating partnership. These LTIP Units are intended to qualify as profits interests for U.S. federal income tax purposes and do not have an expiration date.

The 5,781 LTIP Units consist of 3,105 units as the pro-rated annual equity grant for 2026 and 2,676 units that the director chose to receive instead of the 2026 cash base retainer, in line with the non-employee director compensation policy. All of these LTIP Units vest in full on January 2, 2027, subject to the director’s continued service. Once vested and after meeting capital account thresholds under the operating partnership agreement, LTIP Units may be converted into common units, which can then be redeemed for cash or, at the issuer’s election, shares of CareTrust REIT common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Stapley Gregory K.

(Last) (First) (Middle)

24901 DANA POINT HARBOR DR, SUITE A200

(Street)

DANA POINT CA 92629

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CareTrust REIT, Inc. [ CTRE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LTIP Units	(1)	01/02/2026		A		5,781(2)		(1)(2)	(1)	Common Stock	5,781	(1)	5,781	D

Explanation of Responses:

1. LTIP Units are a class of units of partnership interests in CTR Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"), the operating subsidiary of the Issuer, designated as LTIP Units ("LTIP Units") intended to qualify as profits interests for U.S. federal income tax purposes. LTIP Units do not have an expiration date. Subject to the terms and conditions of the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership (as amended, the "Amended Operating Partnership Agreement"), vested LTIP Units that have achieved specified capital account thresholds may be converted into common unit partnership interests in the Operating Partnership, which may thereafter be redeemed for cash or, at the Issuer's election, shares of the Issuer's common stock pursuant to the existing redemption provisions of the Amended Operating Partnership Agreement.

2. Consists of (i) 3,105 LTIP Units representing the annual equity grant to the Reporting Person under the Issuer's non-employee director compensation policy (the "Annual Equity Grant"), which the Reporting Person has elected to receive in LTIP Units, and (ii) 2,676 LTIP Units that the Reporting Person has elected to receive in lieu of the annual cash base retainer payable to the Reporting Person for 2026 in accordance with the Issuer's non-employee director compensation policy. The Annual Equity Grant has been pro-rated for 2026 to account for the equity award compensation received by the Reporting Person for 2025. The LTIP Units vest in full on January 2, 2027, subject to the Reporting Person's continued service through the vesting date.

Remarks:

	/s/ Derek Bunker, attorney-in-fact	01/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What equity award did CareTrust REIT (CTRE) report for its director?

The company reported that a non-employee director received 5,781 LTIP Units in CTR Partnership, L.P. on January 2, 2026 as part of the non-employee director compensation policy.

How is the 5,781 LTIP Units award for the CTRE director structured?

The award consists of 3,105 LTIP Units as the pro-rated 2026 annual equity grant and 2,676 LTIP Units that the director elected to receive in lieu of the 2026 annual cash base retainer.

When do the LTIP Units granted to the CareTrust REIT (CTRE) director vest?

All 5,781 LTIP Units vest in full on January 2, 2027, provided the director continues to serve through the vesting date.

Do the LTIP Units reported by CareTrust REIT (CTRE) have an expiration date?

No. The filing states that LTIP Units do not have an expiration date.

What can the CTRE director ultimately receive from vested LTIP Units?

Subject to the operating partnership agreement, vested LTIP Units that meet capital account thresholds may be converted into common units, which can then be redeemed for cash or, at CareTrust REIT’s election, shares of its common stock.

What is the relationship of the reporting person to CareTrust REIT (CTRE)?

The reporting person is disclosed as a director of CareTrust REIT, Inc. and filed the form as one reporting person.