CareTrust REIT (CTRE) officer receives 11,145 LTIP Units equity grant

Rhea-AI Filing Summary

CareTrust REIT, Inc. reported an insider equity award to an officer serving as CFO and Treasurer. On 01/02/2026, the reporting person acquired 11,145 LTIP Units in CTR Partnership, L.P., the company’s operating partnership, as shown in the derivative securities table.

The LTIP Units are a profits-interest class of partnership units with no expiration date. Once vested and after reaching specified capital account thresholds, they may be converted into common partnership units, which can then be redeemed for cash or, at the issuer’s election, shares of CareTrust REIT common stock under the partnership agreement.

The filing notes that this represents the time-based portion of the officer’s annual equity grant, which the officer elected to receive in LTIP Units. These units vest in three equal annual installments starting on January 31, 2027, contingent on continued service through each vesting 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

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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^*

Bunker Derek J

(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)
	CFO and Treasurer

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		11,145(2)		(1)(2)	(1)	Common Stock	11,145	(1)	11,145	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/ Derek Bunker	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) disclose in this Form 4?

The filing reports that the company’s CFO and Treasurer, as the reporting person, acquired 11,145 LTIP Units in the operating partnership on 01/02/2026 as a derivative security.

What are LTIP Units in the CareTrust REIT (CTRE) Form 4 filing?

The filing describes LTIP Units as a class of partnership interests in CTR Partnership, L.P. intended to qualify as profits interests for U.S. federal income tax purposes, with no expiration date.

How can the LTIP Units reported by CareTrust REIT (CTRE) be settled?

Subject to vesting and capital account thresholds, LTIP Units may be converted into common partnership units, which can then be redeemed for cash or, at the issuer’s election, shares of CareTrust REIT common stock under the operating partnership agreement.

Is the 11,145 LTIP Units award to the CareTrust REIT (CTRE) officer time-based?

Yes. The filing states that the 11,145 LTIP Units represent the time-based portion of the officer’s annual equity grant, which the officer elected to receive in LTIP Units.

What is the vesting schedule for the CareTrust REIT (CTRE) LTIP Units grant?

According to the filing, the 11,145 LTIP Units vest in three equal annual installments beginning on January 31, 2027, subject to the reporting person’s continued service through each vesting date.

How many derivative securities does the CareTrust REIT (CTRE) reporting person hold after this transaction?

The derivative securities table shows that the reporting person beneficially owns 11,145 LTIP Units following the reported transaction, held with direct ownership.