CareTrust REIT (NYSE: CTRE) CEO stock units vest; 114,274 shares withheld for taxes

Rhea-AI Filing Summary

CareTrust REIT’s President and CEO David M. Sedgwick reported equity compensation activity involving the company’s common stock. On January 31, 2026, he acquired 99,240 shares at $0 due to the vesting of relative total stockholder return-based stock units granted on December 31, 2022.

This vesting reflects a 200.00% of target payout, including 12,899 shares tied to dividend equivalent payments. On the same date, 114,274 shares were withheld by CareTrust REIT at $37.34 per share to cover Sedgwick’s tax obligations from this and prior restricted stock vesting, leaving him with 431,109 shares of common stock held directly.

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)
01/31/2026

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		99,240(1)	A	$0	545,383	D
Common Stock	01/31/2026		F		114,274	D(2)	$37.34	431,109	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 31, 2022, including 12,899 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 David M. Sedgwick

	/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.
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FAQ

What insider transactions did CTRE CEO David Sedgwick report on January 31, 2026?

David M. Sedgwick reported equity compensation activity on January 31, 2026. He received 99,240 CareTrust REIT common shares from vesting stock units and had 114,274 shares withheld by the company to satisfy tax obligations related to these and earlier restricted stock awards.

How many CareTrust REIT (CTRE) shares did the CEO receive from TSR unit vesting?

The CEO received 99,240 CTRE common shares from vesting relative total stockholder return-based stock units. This amount includes 12,899 shares tied to dividend equivalent payments, which were calculated using the market value of CareTrust REIT’s common stock on each applicable dividend payment date.

Why were 114,274 CTRE shares withheld in David Sedgwick’s Form 4 filing?

CareTrust REIT withheld 114,274 common shares at $37.34 per share to cover David Sedgwick’s tax withholding obligations. These obligations arose from the issuance of shares upon the vesting of the TSR units and previously granted restricted stock that also vested for the reporting person.

What payout level did CareTrust REIT’s TSR units reach for the CEO’s award?

The Compensation Committee determined the TSR units earned were 200.00% of target for David Sedgwick’s December 31, 2022 award. This was based on CareTrust REIT’s total stockholder return ranking versus a pre-selected peer group over the specified three-year performance period.

How many CareTrust REIT (CTRE) shares does the CEO hold after these transactions?

Following the reported transactions, David M. Sedgwick beneficially owns 431,109 shares of CareTrust REIT common stock directly. This figure reflects both the 99,240 shares received from TSR unit vesting and the 114,274 shares withheld for tax obligations during the same transaction date.

How were dividend equivalents treated in the CTRE CEO’s TSR unit award?

Dividend equivalents were paid in additional shares for the CEO’s TSR unit award. Specifically, 12,899 shares were issued as dividend equivalents, calculated using the market value of CareTrust REIT’s common stock on each applicable dividend date during the performance period.