Gregory K. Stapley - 02 Jan 2026 Form 4 Insider Report for CareTrust REIT, Inc. (CTRE)

Role: Director
Signature: /s/ Derek Bunker, attorney-in-fact
Issuer symbol: CTRE
Transactions as of: 02 Jan 2026
Net transactions value: $0
Form type: 4
Filing time: 06 Jan 2026, 21:02:14 UTC
Previous filing: 06 Jan 2026
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Stapley Gregory K.	Director	24901 DANA POINT HARBOR DR, SUITE A200, DANA POINT	/s/ Derek Bunker, attorney-in-fact	06 Jan 2026	0001417559

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CTRE	LTIP Units	Award		+5,781			5,781	02 Jan 2026	Common Stock	5,781		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	Consists of (i) 3,105 LTIP Units representing the annual equity grant to the Reporting Person under the Issuer's non-employee director compensation policy (the "Annual Equity Grant"), which the Reporting Person has elected to receive in LTIP Units, and (ii) 2,676 LTIP Units that the Reporting Person has elected to receive in lieu of the annual cash base retainer payable to the Reporting Person for 2026 in accordance with the Issuer's non-employee director compensation policy. The Annual Equity Grant has been pro-rated for 2026 to account for the equity award compensation received by the Reporting Person for 2025. The LTIP Units vest in full on January 2, 2027, subject to the Reporting Person's continued service through the vesting date.

Content

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.

Consists of (i) 3,105 LTIP Units representing the annual equity grant to the Reporting Person under the Issuer's non-employee director compensation policy (the "Annual Equity Grant"), which the Reporting Person has elected to receive in LTIP Units, and (ii) 2,676 LTIP Units that the Reporting Person has elected to receive in lieu of the annual cash base retainer payable to the Reporting Person for 2026 in accordance with the Issuer's non-employee director compensation policy. The Annual Equity Grant has been pro-rated for 2026 to account for the equity award compensation received by the Reporting Person for 2025. The LTIP Units vest in full on January 2, 2027, subject to the Reporting Person's continued service through the vesting date.