Form 4: CTRE CIO Callister's Stock Vesting & Tax Withholding

CareTrust REIT's CIO and Secretary, James Callister, reported the vesting of performance-based stock units and subsequent tax-related share disposition.

Summary

• James Callister, CIO and Secretary of CareTrust REIT, Inc. (CTRE), reported transactions on January 31, 2026.
• Acquired 58,379 shares of Common Stock at $0 per share due to the vesting of relative total stockholder return-based stock units (TSR units).
• The TSR units were granted on December 15, 2022, and included 7,588 shares for dividend equivalent payments.
• The Compensation Committee determined that 200.00% of the target TSR units were earned, based on the Issuer's total stockholder return ranking among peer companies over a three-year performance period.
• Disposed of 46,267 shares of Common Stock at $37.34 per share to cover tax withholding obligations related to the vesting of TSR units and previously granted restricted stock.
• Following these transactions, James Callister beneficially owns 117,750 shares of Common Stock.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive indicator of executive compensation tied to strong performance, specifically the 200% achievement of TSR units, despite the routine tax-related share disposition.

Positives

• The Compensation Committee determined that 200.00% of the target TSR units were earned, indicating strong performance relative to peers over the three-year period.
• The vesting of 58,379 shares at $0 represents a significant increase in beneficial ownership for the CIO, prior to tax withholding.

Negatives

• 46,267 shares were disposed of to cover tax withholding obligations, reducing the net shares acquired.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that Form 4 filings are standard disclosures for insider transactions and do not typically provide broader industry context. This filing reflects an executive's compensation event rather than a strategic industry move.

Stakeholder Impact

• Shareholders: The 200% achievement of TSR units suggests strong relative performance, which could be viewed positively by shareholders. The disposition for taxes is a standard event.
• Employees: The compensation structure (TSR units) aligns executive incentives with shareholder returns.

Key Dates

Recommendation

The filing details a routine executive compensation event involving the vesting of performance-based stock units and subsequent tax withholding. While the 200% achievement of TSR units is positive, indicating strong relative performance, this specific Form 4 does not provide new fundamental information about the company's operational or financial prospects that would warrant a change in investment stance. It confirms executive incentives are aligned with shareholder returns, supporting a 'hold' position for existing investors.

Keywords

CareTrust REIT, CTRE, Form 4, Insider Transaction, Stock Vesting, TSR Units, Executive Compensation, James Callister, Share Ownership, Tax Withholding