William M. Wagner - Feb 5, 2024 Form 4 Insider Report for CareTrust REIT, Inc. (CTRE)

Role: CFO and Treasurer
Signature: /s/ William M. Wagner
Stock symbol: CTRE
Transactions as of: Feb 5, 2024
Transactions value $: -$570,480
Form type: 4
Date filed: 2/6/2024, 06:36 PM
Previous filing: Feb 1, 2024
Next filing: Sep 5, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CTRE	Common Stock	Award	$0	+46.3K	+16.89%	$0.00	320K	Feb 5, 2024	Direct	F1
transaction	CTRE	Common Stock	Tax liability	-$570K	-27.9K	-8.71%	$20.44	292K	Feb 5, 2024	Direct	F2

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

Explanation of Responses:

Id	Content
F1	Represents the vesting of stock units subject to a relative total stockholder return-based stock unit ("TSR units") award granted on February 26, 2021, including 6,849 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 determined on February 1, 2024 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 on February 5, 2024.
F2	Represents shares of common stock withheld by the Issuer to pay tax withholding obligations of the Reporting Person upon vesting of the TSR units and a previous restricted stock award granted to the Reporting Person.

Content

Represents the vesting of stock units subject to a relative total stockholder return-based stock unit ("TSR units") award granted on February 26, 2021, including 6,849 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 determined on February 1, 2024 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 on February 5, 2024.

Represents shares of common stock withheld by the Issuer to pay tax withholding obligations of the Reporting Person upon vesting of the TSR units and a previous restricted stock award granted to the Reporting Person.