CareTrust REIT (CTRE) CEO receives 73,821 LTIP LTIP Units equity award

Rhea-AI Filing Summary

CareTrust REIT, Inc. reported an equity award to its President and CEO in the form of long-term incentive plan (LTIP) units in its operating partnership. On 01/02/2026, the executive received 73,821 LTIP Units as the time-based portion of the annual equity grant, which the executive elected to take in LTIP Units. These LTIP Units are intended to qualify as profits interests for U.S. federal income tax purposes, have no expiration date, and, once vested and meeting specified capital account thresholds, may be converted into common units of the operating partnership that can later be redeemed for cash or, at the company’s election, shares of common stock. The LTIP Units vest in three equal annual installments beginning on January 31, 2027, conditioned on the executive’s continued service.

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^*

Sedgwick David M.

(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)

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

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		73,821(2)		(1)(2)	(1)	Common Stock	73,821	(1)	73,821	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 time-based portion of the annual equity grant to the Reporting Person, which the Reporting Person has elected to receive in LTIP Units. The LTIP Units vest in three equal annual installments beginning on January 31, 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) disclose in this Form 4?

CareTrust REIT disclosed that its President and CEO received an annual equity award of 73,821 LTIP Units in the company’s operating partnership on 01/02/2026, reported as an acquisition of derivative securities.

How many LTIP Units were granted to the CareTrust REIT (CTRE) President and CEO?

The filing reports a grant of 73,821 LTIP Units as part of the executive’s annual equity award, all recorded as acquired derivative securities beneficially owned directly.

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

The 73,821 LTIP Units vest in three equal annual installments beginning on January 31, 2027, subject to the President and CEO’s continued service through each vesting date.

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

LTIP Units are a class of partnership interest 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 be converted into common stock?

Under the Amended Operating Partnership Agreement, vested LTIP Units that reach specified capital account thresholds may be converted into common unit partnership interests, which may then be redeemed for cash or, at CareTrust REIT’s election, for shares of its common stock.

What role does the reporting person hold at CareTrust REIT (CTRE)?

The reporting person is identified as an Officer of CareTrust REIT, serving as its President and CEO, and files the Form 4 as a single reporting person.