CareTrust REIT (CTRE) director awarded 3,105 LTIP Units for 2026

Rhea-AI Filing Summary

CareTrust REIT, Inc. reported that one of its directors received an annual equity award in the form of 3,105 LTIP Units of CTR Partnership, L.P. on January 2, 2026. These LTIP Units are partnership interests in the operating partnership that are intended to qualify as profits interests for U.S. federal income tax purposes and do not have an expiration date. Under the operating partnership agreement, once certain capital account thresholds and vesting conditions are met, the LTIP Units may be converted into common partnership units, which can then be redeemed for cash or, at CareTrust’s election, shares of CareTrust common stock. The filing states that this award represents the director’s pro-rated 2026 annual equity grant under the non-employee director compensation policy and that the LTIP Units vest in full on January 2, 2027, conditioned on the director’s continued service through that date.

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

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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^*

LAING DIANA

(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		3,105(2)		(1)(2)	(1)	Common Stock	3,105	(1)	3,105	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. Represents the annual equity grant to the Reporting Person under the Issuer's non-employee director compensation policy, which the Reporting Person has elected to receive in LTIP Units. The annual grant for 2026 has been pro-rated 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/ William M. Wagner, 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.
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FAQ

What insider transaction did CareTrust REIT (CTRE) report in this Form 4?

The company reported that a director received an annual equity award of 3,105 LTIP Units of CTR Partnership, L.P. on January 2, 2026 under the non-employee director compensation policy.

How many LTIP Units were granted to the CareTrust REIT (CTRE) director?

The director was granted 3,105 LTIP Units as the pro-rated 2026 annual equity grant under CareTrust REIT’s non-employee director compensation policy.

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

The filing states that the 3,105 LTIP Units vest in full on January 2, 2027, subject to the director’s continued service with the company through the vesting date.

What are LTIP Units in the CareTrust REIT (CTRE) structure?

LTIP Units are a class of partnership interests in CTR Partnership, L.P., the operating subsidiary of CareTrust REIT. They are intended to qualify as profits interests for U.S. federal income tax purposes and do not have an expiration date.

Can the CareTrust REIT (CTRE) LTIP Units convert into common stock?

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

Why was the 2026 LTIP grant for the CareTrust REIT (CTRE) director pro-rated?

The filing explains that the 2026 annual equity grant of 3,105 LTIP Units was pro-rated to account for equity award compensation the director received for 2025.