CareTrust REIT (CTRE) director receives 3,105 LTIP Units equity grant

Rhea-AI Filing Summary

CareTrust REIT, Inc. reported a routine equity award for one of its directors. On January 2, 2026, the director received 3,105 LTIP Units in CTR Partnership, L.P., the company’s operating partnership, as an annual equity grant under the non-employee director compensation policy. The 2026 award was pro-rated to reflect equity compensation already received for 2025 and will vest in full on January 2, 2027, subject to the director’s continued service. LTIP Units are partnership interests intended to qualify as profits interests for U.S. federal income tax purposes and, once vested and meeting certain capital account thresholds, may be converted into common units that can be redeemed for cash or, at CareTrust’s election, shares of its 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

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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^*

Williams Careina D.

(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.
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 director received an annual equity grant of 3,105 LTIP Units on January 2, 2026 under the non-employee director compensation policy.

Who is the reporting person in this CareTrust REIT (CTRE) Form 4 and what is their role?

The reporting person is identified as a director of CareTrust REIT, Inc., as indicated by the checked box for the relationship to the issuer.

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

LTIP Units are a class of partnership interests in CTR Partnership, L.P., intended to qualify as profits interests for U.S. federal income tax purposes. Subject to the operating partnership agreement, vested LTIP Units that reach specified capital account thresholds may be converted into common units, which may then be redeemed for cash or, at the issuer’s election, shares of CareTrust’s common stock.

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

The LTIP Units granted as the 2026 annual equity award vest in full on January 2, 2027, provided the reporting person continues to serve through the vesting date.

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

The filing states that the 2026 annual grant was pro-rated to account for the equity award compensation that the reporting person had already received for 2025.

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

The document notes that LTIP Units do not have an expiration date, although their conversion and redemption are subject to the terms of the amended operating partnership agreement.