Callister James 4

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.