BlackRock, Inc. filed an amended Schedule 13G (Amendment No. 4) disclosing beneficial ownership of 36,787,947 shares of CareTrust REIT, Inc. common stock, representing 16.5% of the class as of 09/30/2025. BlackRock reports sole voting power over 36,002,775 shares and sole dispositive power over 36,787,947 shares, with no shared voting or dispositive power.
BlackRock certifies the securities were acquired and are held in the ordinary course and not to change or influence control. Item 6 notes that iShares Core S&P Small-Cap ETF has an interest in CareTrust REIT common stock of more than five percent of the total outstanding common stock.
Positive
None.
Negative
None.
Insights
Large passive stake: 16.5% disclosed with sole voting/dispositive power.
BlackRock reports beneficial ownership of 16.5% in CareTrust REIT (CTRE), totaling 36,787,947 common shares. It holds sole voting power over 36,002,775 shares and sole dispositive power over 36,787,947 shares, indicating centralized authority across affiliated reporting units.
The filing uses a Schedule 13G with a certification that holdings are in the ordinary course and not for changing or influencing control. That positioning typically indicates passive intent within regulatory definitions.
Item 6 highlights that iShares Core S&P Small-Cap ETF has an interest exceeding five percent of CTRE’s outstanding common stock. Actual market impact depends on fund flows and index changes; the filing sets current ownership parameters without specifying future activity.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
CareTrust REIT, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
14174T107
(CUSIP Number)
09/30/2025
(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)
SCHEDULE 13G
CUSIP No.
14174T107
1
Names of Reporting Persons
BlackRock, 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
36,002,775.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
36,787,947.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
36,787,947.00
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)
16.5 %
12
Type of Reporting Person (See Instructions)
HC, HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
CareTrust REIT, Inc.
(b)
Address of issuer's principal executive offices:
905 CALLE AMANECER, SUITE 300, SAN CLEMENTE, CALIFORNIA, 92673
Item 2.
(a)
Name of person filing:
BlackRock, Inc.
In accordance with SEC Release No. 34-39538 (January 12, 1998), this Schedule 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by certain business units (collectively, the "Reporting Business Units") of BlackRock, Inc. and its subsidiaries and affiliates. It does not include securities, if any, beneficially owned by other business units whose beneficial ownership of securities are disaggregated from that of the Reporting Business Units in accordance with such release.
(b)
Address or principal business office or, if none, residence:
BlackRock, Inc., 50 Hudson Yards New York, NY 10001
(c)
Citizenship:
See Item 4 of Cover Page
(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).
Item 4.
Ownership
(a)
Amount beneficially owned:
36,787,947
(b)
Percent of class:
16.5%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
36,002,775
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
36,787,947
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
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.
The interest of 1 such person, iShares Core S&P Small-Cap ETF, in the common stock of CareTrust REIT, Inc. is more than five percent of the total outstanding common stock.
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.
See Exhibit 99
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.
