CareTrust REIT (CTRE) director receives 5,781 LTIP Units in equity and fee grant

Rhea-AI Filing Summary

CareTrust REIT, Inc. reported a director equity grant through a Form 4 filing. On January 2, 2026, a non-employee 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 can, after meeting capital account thresholds, be converted into partnership common units that may then be redeemed for cash or, at the company’s election, shares of CareTrust common stock.

The 5,781 LTIP Units consist of 3,105 LTIP Units as the pro-rated 2026 annual equity grant and 2,676 LTIP Units in lieu of the director’s 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 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

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^*

Plumb Spencer G

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

The company reported that a non-employee director received 5,781 LTIP Units on January 2, 2026 as part of director compensation.

How are the 5,781 LTIP Units for the CareTrust REIT (CTRE) director structured?

The 5,781 LTIP Units consist of 3,105 LTIP Units as the pro-rated 2026 annual equity grant and 2,676 LTIP Units in lieu of the 2026 cash base retainer.

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

All of the director’s 5,781 LTIP Units vest in full on January 2, 2027, subject to continued service 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. intended to qualify as profits interests and do not have an expiration date.

Can CareTrust REIT (CTRE) LTIP Units be converted into common stock?

Once vested LTIP Units meet specified capital account thresholds, they may be converted into common partnership units, which can be redeemed for cash or, at the issuer’s election, shares of common stock.

Is the CareTrust REIT (CTRE) director an officer or 10% owner?

The reporting person is identified as a Director of CareTrust REIT, Inc., with no officer title or 10% ownership indicated.