CareTrust REIT (CTRE) CIO receives stock award and tax share withholding

Rhea-AI Filing Summary

CareTrust REIT, Inc. reported that its CIO and Secretary, James Callister, received 58,379 shares of common stockJanuary 31, 2026200.00% of target46,267 shares$37.34117,750 shares

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^*

Callister James

(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)
	CIO and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2026

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
Common Stock	01/31/2026		A		58,379(1)	A	$0	164,017	D
Common Stock	01/31/2026		F		46,267	D(2)	$37.34	117,750	D

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

Explanation of Responses:

1. Represents the vesting of stock units subject to a relative total stockholder return-based stock unit ("TSR units") award granted on December 15, 2022, including 7,588 shares with respect to dividend equivalent payments calculated based on the market value of the Issuer's Common Stock on the applicable dividend date. The Compensation Committee has determined that the number of TSR units earned was 200.00% of the target, based on the percentile ranking of the Issuer's total stockholder return among the total stockholder returns for the stocks comprising a group of pre-selected peer companies over the three-year performance period. Upon this determination, the TSR units vested immediately. The vested units were paid on a one-for-one basis in shares of the Issuer's Common Stock.

2. Represents shares of common stock withheld by the Issuer to pay tax withholding obligations of the Reporting Person upon the issuance of shares from the vesting of the TSR units and the vesting of restricted stock previously granted to the Reporting Person.

Remarks:

Exhibit 24 - Power of Attorney of James Callister

	/s/ Derek Bunker, attorney-in-fact	02/03/2026
	** 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).
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FAQ

What does the latest Form 4 for CareTrust REIT (CTRE) show for James Callister?

The Form 4 shows CIO and Secretary James Callister58,379 shares46,267 shares117,750 directly owned shares

How many CareTrust REIT (CTRE) shares were awarded to James Callister and why?

James Callister received 58,379 sharesDecember 15, 2022200.00% of target

Why were 46,267 CareTrust REIT (CTRE) shares withheld from James Callister?

46,267 sharestax withholding obligations

How many CareTrust REIT (CTRE) shares does James Callister own after these transactions?

After the reported transactions, James Callister directly owns 117,750 sharesJanuary 31, 2026, net of the 46,267 shares

What are TSR units in the CareTrust REIT (CTRE) Form 4 for James Callister?

The filing describes TSR unitsthree-year period200.00% of target

Did James Callister buy or sell CareTrust REIT (CTRE) shares on the open market?

The Form 4 shows no open-market purchase or discretionary sale$0, and 46,267 shares$37.34