CareTrust REIT, Inc. ownership disclosure: Cohen & Steers and certain affiliates report beneficial ownership of 12,189,752 shares of Common Stock, representing 5.46% of the class as reported in this amendment.
The filing breaks ownership among related entities (Cohen & Steers, Cohen & Steers Capital Management, Cohen & Steers UK, Asia and Ireland) and states these shares are held for the benefit of their respective account holders.
Positive
None.
Negative
None.
Insights
Large investment manager reports a 5.46% stake held across affiliated accounts.
The filing discloses 12,189,752 shares (5.46%) beneficially owned by Cohen & Steers entities, with sole voting power of 9,562,977 shares and sole dispositive power of 12,189,752 shares. These figures are explicit in the ownership table.
Because the filing states the securities are held for the benefit of account holders, trading or disposition decisions will depend on those account holders; subsequent filings would show any changes in position.
The amendment clarifies subsidiary and beneficiary relationships within the reporting group.
The cover and Item 7 note that Cohen & Steers, Inc. holds 100% interests in the named affiliates and that accounts held by those affiliates are the beneficial holders. Item 6 explicitly explains dividend/proceeds rights belong to account holders.
Stakeholders should note the filing attributes holdings to multiple legal filers rather than a single standalone portfolio; any future Rule 13 filings will reflect material changes.
Key Figures
Beneficial ownership:12,189,752 sharesPercent of class:5.46%Sole voting power:9,562,977 shares+3 more
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Sole dispositive powerregulatory
"(iii) Sole power to dispose or to direct the disposition of: 12,189,752"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
Schedule 13G/Aregulatory
"CONTENT METADATA: form_type: SCHEDULE 13G/A"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Account holdersother
"holds the securities of the Issuer to which this statement relates for the benefit of their respective account holders"
Cohen & Steers reports beneficial ownership of 12,189,752 shares, equal to 5.46% of CareTrust REIT common stock, as shown in Item 4 of the amended Schedule 13G/A.
How much voting power does Cohen & Steers have in CTRE?
The filing shows Cohen & Steers has sole voting power over 9,562,977 shares. Shared voting power is reported as 0, per the ownership breakdown in Item 4.
Are these shares held for Cohen & Steers' own account or for clients?
Item 6 states the securities are held for the benefit of account holders of the reporting affiliates. The filing specifies accounts, not Cohen & Steers' proprietary book, as the beneficial owners.
Which affiliated filers are named in the Schedule 13G/A?
The amendment names Cohen & Steers, Inc.; Cohen & Steers Capital Management, Inc.; Cohen & Steers UK Ltd; Cohen & Steers Asia Ltd; and Cohen & Steers Ireland Ltd as filers and gives their principal addresses.
Does the filing state who receives proceeds or dividends from the shares?
Yes. Item 6 explains account holders have the right to receive dividends or proceeds from sales of the securities held on their behalf by the reporting affiliates.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
CareTrust REIT, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
14174T107
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
14174T107
1
Names of Reporting Persons
Cohen & Steers, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
9,562,977.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
12,189,752.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,189,752.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.46 %
12
Type of Reporting Person (See Instructions)
HC, CO
SCHEDULE 13G
CUSIP Number(s):
14174T107
1
Names of Reporting Persons
Cohen & Steers Capital Management, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
NEW YORK
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
9,502,622.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
12,046,460.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,046,460.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.40 %
12
Type of Reporting Person (See Instructions)
IA, CO
SCHEDULE 13G
CUSIP Number(s):
14174T107
1
Names of Reporting Persons
Cohen & Steers UK Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
50,438.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
133,375.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
133,375.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.06 %
12
Type of Reporting Person (See Instructions)
IA, CO
SCHEDULE 13G
CUSIP Number(s):
14174T107
1
Names of Reporting Persons
Cohen & Steers Asia Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
HONG KONG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.00 %
12
Type of Reporting Person (See Instructions)
IA, CO
SCHEDULE 13G
CUSIP Number(s):
14174T107
1
Names of Reporting Persons
Cohen & Steers Ireland Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
IRELAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
9,917.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
9,917.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,917.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.00 %
12
Type of Reporting Person (See Instructions)
FI, CO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
CareTrust REIT, Inc.
(b)
Address of issuer's principal executive offices:
24901 Dana Point Harbor Dr. Suite A200, Dana Point, CA 92629
Item 2.
(a)
Name of person filing:
Cohen & Steers, Inc.
Cohen & Steers Capital Management, Inc.
Cohen & Steers UK Ltd
Cohen & Steers Asia Ltd
Cohen & Steers Ireland Ltd
(b)
Address or principal business office or, if none, residence:
The principal address for Cohen & Steers, Inc.
and Cohen & Steers Capital Management, Inc. is:
1166 Avenue of the Americas, 30th Floor
New York, NY 10036
The principal address for Cohen & Steers UK Ltd. is:
The Burlian, 2nd floor,
3 Dering Street, London W1S 1AA
United Kingdom
The principal address for Cohen & Steers Asia Ltd. is:
3301B, 33rd Floor, The Henderson
2 Murray Road
Central, Hong Kong
The principal address for Cohen & Steers Ireland Ltd. is:
Suite G01
81 Merrion Square South
Dublin 2
D02 NR12
Ireland
(c)
Citizenship:
Cohen & Steers, Inc: Delaware corporation
Cohen & Steers Capital Management, Inc: New York corporation
Cohen & Steers UK Ltd: United Kingdom Private Limited Company
Cohen & Steers Asia Ltd: Asia Private Limited Company
Cohen & Steers Ireland Ltd: Ireland Private Limited Company
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
14174T107
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Corporation
Item 4.
Ownership
(a)
Amount beneficially owned:
12,189,752
(b)
Percent of class:
5.46%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
9,562,977
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
12,189,752
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Each of Cohen & Steers Capital Management, Inc., Cohen & Steers UK Ltd., Cohen & Steers Asia Ltd. and Cohen & Steers Ireland Ltd. holds the securities of the Issuer to which this statement relates for the benefit of their respective account holders. Such account holders have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities of the Issuer that are held on their behalf.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Cohen & Steers, Inc. holds a 100% interest in Cohen & Steers Capital Management, Inc., Cohen & Steers UK Ltd., Cohen & Steers Asia Ltd. (investment advisors registered under Section 203 of the Investment Advisers Act) and Cohen & Steers Ireland Ltd. (a non-US institution).
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Cohen & Steers, Inc.
Signature:
/s/ Nargis Hilal
Name/Title:
SVP, Global Chief Compliance Officer & Associate General Counsel
Date:
05/15/2026
Cohen & Steers Capital Management, Inc.
Signature:
/s/ Nargis Hilal
Name/Title:
SVP, Global Chief Compliance Officer & Associate General Counsel
Date:
05/15/2026
Cohen & Steers UK Limited
Signature:
/s/ Nargis Hilal
Name/Title:
SVP, Global Chief Compliance Officer & Associate General Counsel
