Sedgwick David M. 4

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.