Callister James 4

4 · CareTrust REIT, Inc. · Filed Feb 3, 2026

AI-generated summary of this filing

Updated Feb 3, 2026

CareTrust (CTRE) CIO James Callister Receives Award; Shares Withheld

What Happened

James Callister, Chief Investment Officer and Secretary of CareTrust REIT (CTRE), had 58,379 shares issued on vesting of TSR-based units (award). Simultaneously, 46,267 shares were withheld/disposed to satisfy tax withholding obligations at $37.34 per share, totaling $1,727,610. The award shares were issued at $0 (they were vested stock units converted to shares).

Key Details

Transaction date: January 31, 2026; Form 4 filed February 3, 2026 (filed within the usual two-business-day window).
Award: 58,379 shares issued (code A) at $0.00 on vesting.
Withholding: 46,267 shares withheld/disposed (code F) at $37.34, total value $1,727,610 to satisfy tax liabilities.
Footnotes: The TSR units were from a Dec 15, 2022 grant and paid out after the committee determined performance at 200% of target; 7,588 of the issued shares reflect dividend equivalents. Vested TSR units were paid one-for-one in common shares. Withheld shares covered taxes on both the TSR payout and previously granted restricted stock.
Shares owned after the transaction: Not specified in the provided excerpt.
Exhibit noted: Exhibit 24 — Power of Attorney of James Callister.

Context

This was not an open-market sale or purchase by the insider signaling a market view; it was a vesting/settlement of performance-based stock units with shares withheld to satisfy tax obligations (a routine corporate payroll/tax action). The key substantive point for investors is that the TSR award achieved 200% of target over the three-year performance period, resulting in a larger-than-target share payout.

Form 4

Period: 2026-01-31

CIO and Secretary

Transactions

Award
Common Stock
[F1]
2026-01-31+58,379→ 164,017 total
Tax Payment
Common Stock
[F2]
2026-01-31$37.34/sh−46,267$1,727,610→ 117,750 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 15, 2022, including 7,588 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.

Signature

/s/ Derek Bunker, attorney-in-fact|2026-02-03

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