CareTrust REIT (CTRE) awards 23,838 LTIP Units to CIO and Secretary

Rhea-AI Filing Summary

CareTrust REIT, Inc. reported an equity award to its Chief Investment Officer and Secretary on 01/02/2026. The officer received 23,838 LTIP Units in CTR Partnership, L.P., the operating partnership subsidiary of CareTrust. These LTIP Units are designed as profits interests for U.S. tax purposes and do not have an expiration date.

The award represents the time-based portion of the officer’s annual equity grant, which the officer elected to take in LTIP Units. The units vest in three equal annual installments beginning on January 31, 2027, subject to continued service. Once vested and after meeting specified capital account thresholds, LTIP Units may be converted into common partnership units, which may then be redeemed for cash or, at the issuer’s election, shares of CareTrust’s 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

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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)
01/02/2026

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		23,838(2)		(1)(2)	(1)	Common Stock	23,838	(1)	23,838	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.
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 filing reports that an officer of CareTrust REIT, Inc. received an annual equity award of 23,838 LTIP Units in CTR Partnership, L.P. on 01/02/2026.

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

The reporting person is an officer of CareTrust REIT, Inc., serving as the company’s Chief Investment Officer (CIO) and Secretary.

How many LTIP Units were granted to the CareTrust REIT (CTRE) officer?

The officer received 23,838 LTIP Units as part of their annual equity grant, which they elected to receive in the form of LTIP Units.

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

The 23,838 LTIP Units vest in three equal annual installments beginning on January 31, 2027, subject to the officer’s continued service through each vesting date.

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

LTIP Units are a class of partnership interests 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 LTIP Units at CareTrust REIT (CTRE) be converted into common stock?

Subject to the partnership agreement’s terms, vested LTIP Units that reach required capital account thresholds may be converted into common partnership units, which may be redeemed for cash or, at CareTrust’s election, for shares of its common stock.