[SCHEDULE 13G] CareTrust REIT, Inc. Passive Investment Disclosure (>5%)

Rhea-AI Filing Summary

CareTrust REIT Inc ownership filing: Vanguard Capital Management reports beneficial ownership of 11,861,643 shares of Common Stock, representing 5.31% of the class. The filing states Vanguard has sole dispositive power for 11,861,643 shares and sole voting power for 1,863,465 shares. The disclosure attributes holdings to Vanguard Capital Management and specified Vanguard affiliates and notes these include shares held by Vanguard funds and managed accounts.

Insights

Institutional Ownership Analyst

Large passive stake reported by Vanguard (5.31%) with dispositive control across funds and managed accounts.

Vanguard Capital Management reports beneficial ownership of 11,861,643 shares, equal to 5.31% of CareTrust REIT Inc common stock. The filing distinguishes voting power (1,863,465 shares) from dispositive power (11,861,643 shares) and attributes ownership across named Vanguard affiliates and funds.

Impact is routine for a Schedule 13G: this is a passive/investment-management disclosure. Subsequent changes in voting or disposition authority would appear in later filings if they exceed reporting thresholds.

Corporate Governance Specialist

Disclosure clarifies who holds dividend/proceeds rights within Vanguard-managed structures.

The statement explains that various Vanguard entities and fund sleeves exercise dispositive power over the reported shares and that no single other person holds >5%. This allocates responsibility for voting and disposition across the named business divisions.

Material governance effects depend on whether Vanguard exercises voting influence; the Schedule 13G classification signals passive intent in this filing.

Key Figures

Beneficial ownership: 11,861,643 shares Percent of class: 5.31% Sole voting power: 1,863,465 shares +1 more

4 metrics

Beneficial ownership 11,861,643 shares Amount beneficially owned (Schedule 13G)

Percent of class 5.31% Percent of class reported

Sole voting power 1,863,465 shares Shares with sole power to vote

Sole dispositive power 11,861,643 shares Shares with sole power to dispose

Key Terms

beneficially owned, dispositive power, Schedule 13G

3 terms

beneficially owned regulatory

"reflects the securities beneficially owned, or deemed to be beneficially owned"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

dispositive power regulatory

"Sole power to dispose or to direct the disposition of: 11861643"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Schedule 13G regulatory

"form_type: SCHEDULE 13G"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/29/2026 - 05:05 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

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

Vanguard Capital Management

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

PENNSYLVANIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,863,465.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 11,861,643.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,861,643.00

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)

5.31 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: 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 Vanguard Capital Management LLC and the following affiliates of Vanguard Capital Management LLC or business divisions of such affiliates: Vanguard Asset Management Limited, Vanguard Fiduciary Trust Company, Vanguard Global Advisers, LLC and Vanguard Investments Australia Ltd. This Schedule 13G includes securities held by Vanguard funds, or sleeves thereof, over which Vanguard Capital Management LLC exercises dispositive power, in addition to securities held by clients over which the affiliates or business divisions of such affiliates indicated above exercise dispositive and/or voting power. This Schedule 13G does not include securities, if any, beneficially owned by other subsidiaries or affiliates of Vanguard Capital Management LLC, or business divisions of such subsidiaries, whose ownership of securities is disaggregated from that of the reporting business unit in accordance with such release.

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, CA, 92673
Item 2.
(a)	Name of person filing: Vanguard Capital Management
(b)	Address or principal business office or, if none, residence: 100 Vanguard Blvd,, Malvern, PA, 19355
(c)	Citizenship: PA
(d)	Title of class of securities: Common Stock
(e)	CUSIP Number(s): 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: 11861643
(b)	Percent of class: 5.31 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 1863465
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 11861643
	(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. Vanguard Capital Management, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein.No one other person's interest in the securities reported herein is more than 5%.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
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.

Vanguard Capital Management

Signature:	Ashley Grim
Name/Title:	Head of Global Fund Administration
Date:	04/29/2026