Sedgwick David M. 4
4 · CareTrust REIT, Inc. · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
CareTrust (CTRE) CEO David Sedgwick Receives Award; 114k Shares Withheld
What Happened
David M. Sedgwick, President and CEO of CareTrust REIT (CTRE), received 99,240 shares on 2026-01-31 when performance-based TSR (total shareholder return) units vested (reported as an acquisition at $0.00). On the same date 114,274 shares were withheld by the issuer to satisfy tax withholding obligations (reported as a disposition at $37.34 per share), a withholding value of $4,266,991.
Key Details
- Transaction dates: 2026-01-31 (vest/award and withholding); Form 4 filed 2026-02-03. Filing shows no late indicator (appears timely).
- Award: 99,240 shares issued (grant/award code A) at $0.00. Includes 12,899 shares reflecting dividend equivalents.
- Withholding: 114,274 shares withheld (code F) at $37.34 = $4,266,991 to cover tax obligations and prior restricted stock vesting.
- Performance note: The TSR award was paid at 200% of target based on a three-year TSR ranking vs. pre-selected peers.
- Shares owned after transaction: Not specified in the filing.
- Filing exhibits: Includes Exhibit 24 (Power of Attorney of David M. Sedgwick).
Context
This was not an open-market sale; the disposition reflects issuer share withholding to pay tax obligations following a performance-based vesting (a common cashless settlement). The award reflects that the TSR metric exceeded target (200%), but withholding of shares to cover taxes is routine and does not necessarily indicate a personal decision to sell shares on the market.
Insider Transaction Report
- Award
Common Stock
[F1]2026-01-31+99,240→ 545,383 total - Tax Payment
Common Stock
[F2]2026-01-31$37.34/sh−114,274$4,266,991→ 431,109 total
Footnotes (2)
- [F1]Represents the vesting of stock units subject to a relative total stockholder return-based stock unit ("TSR units") award granted on December 31, 2022, including 12,899 shares with respect to dividend equivalent payments calculated based on the market value of the Issuer's Common Stock on the applicable dividend date. The Compensation Committee has determined that the number of TSR units earned was 200.00% of the target, based on the percentile ranking of the Issuer's total stockholder return among the total stockholder returns for the stocks comprising a group of pre-selected peer companies over the three-year performance period. Upon this determination, the TSR units vested immediately. The vested units were paid on a one-for-one basis in shares of the Issuer's Common Stock.
- [F2]Represents shares of common stock withheld by the Issuer to pay tax withholding obligations of the Reporting Person upon the issuance of shares from the vesting of the TSR units and the vesting of restricted stock previously granted to the Reporting Person.