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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 30, 2024
CareTrust REIT, Inc.
(Exact name of registrant as specified in its charter)  
Maryland001-3618146-3999490
(State or other jurisdiction
of incorporation)		(Commission
File Number) 		(IRS Employer
Identification No.)
Registrant’s telephone number, including area code: (949) 542-3130
905 Calle Amanecer, Suite 300, San Clemente, CA
92673
(Address of principal executive offices)(Zip Code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareCTRENew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company   ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐



Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Appointment of Chief Accounting Officer    
The Board of Directors of CareTrust REIT, Inc., a Maryland corporation (the “Company”), promoted Lauren Beale to the position of Senior Vice President, Chief Accounting Officer of the Company effective as of January 1, 2025, to serve until her successor is duly elected and qualifies. In this position, Ms. Beale will replace and succeed William M. Wagner as the Company’s principal accounting officer. Mr. Wagner will continue to serve as the Company’s Chief Financial Officer and Treasurer. Ms. Beale, age 37, has served as Controller of the Company since September 2014, and has most recently served in the position of Senior Vice President, Controller since February 2021.
In connection with Ms. Beale’s appointment as Chief Accounting Officer, the Compensation Committee of the Board of Directors (the “Compensation Committee”) approved an increase in Ms. Beale’s annual base salary to $355,500. The Compensation Committee also approved an annual cash incentive bonus target for Ms. Beale for 2025 of $289,733 that will be payable between 75% and 125% of target based on the Company’s achievement of specified performance metrics established by the Compensation Committee for 2025. Ms. Beale also participates in the Company’s long-term equity incentive award program and, in connection therewith, the Compensation Committee previously approved an award of 14,262 shares of restricted stock that will vest in three equal annual installments beginning on January 31, 2026. Ms. Beale will also enter into an indemnification agreement with the Company in the form previously approved by the Board of Directors and filed with the Securities and Exchange Commission as Exhibit 10.11 to the Company’s Current Report on Form 8-K on June 5, 2014.
There are no arrangements or understandings between Ms. Beale and any other person pursuant to which Ms. Beale was appointed as Chief Accounting Officer. There are also no family relationships between Ms. Beale and any director or executive officer of the Company and Ms. Beale has no direct or indirect interest in any related party transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01    Regulation FD Disclosure.
On January 2, 2025, the Company issued a press release announcing the appointment of Ms. Beale as Chief Accounting Officer, which is furnished as Exhibit 99.1 hereto.
Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits.

 
(d)Exhibits.
 
Exhibits  Description
  
104Cover Page Interactive Data File (embedded within the inline XBRL document)




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: January 2, 2025CARETRUST REIT, INC.
By:
/s/ William M. Wagner
 
William M. Wagner
Chief Financial Officer and Treasurer




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CareTrust REIT Announces Chief Accounting Officer; SVP Investments Appointment; Promotions
SAN CLEMENTE, Calif., January 2, 2025 (BUSINESS WIRE) – The Board of Directors of CareTrust REIT, Inc. (NYSE:CTRE) announced the appointment of Lauren Beale as Chief Accounting Officer (CAO), effective as of January 1, 2025. Ms. Beale becomes the company’s first CAO after serving in different leadership roles since the inception of CareTrust.
“On behalf of the Board and all of us at CareTrust, I express our gratitude for the tremendous impact Lauren has had on building the company since the beginning,” said Chief Executive Officer, Dave Sedgwick. Bill Wagner, Chief Financial Officer, said, “Lauren’s appointment to CAO is the natural result of years of tireless effort to help build CareTrust from scratch.”
The company also welcomes Tri Tran as its newest Senior Vice President, Investments. Mr. Tran brings many years of experience investing in both Triple Net Skilled Nursing/Assisted Living and Seniors Housing Operating Properties (SHOP). James Callister, Chief Investment Officer, said, “We have long admired and respected Tri and are thrilled he has joined us. We are fortunate to complement and reinforce our existing investment team with Tri’s reputation, experience, and skill set.”
In addition to Lauren and Tri’s announcements, these individuals have been promoted to the following positions effective January 1, 2025:
–Stephanie Singer, Vice President Financial Reporting
–Michael Sotelo, Controller
Mr. Sedgwick, concluded, “The timing is perfect for Lauren’s promotion, Tri’s start, Stephanie and Michael’s promotions, and recent additions to the team as we look to build on the extraordinary growth of 2024. Our team is now stronger than ever and better equipped to take full advantage of the many compelling opportunities in front of us in this new phase of growth.”

About CareTrustTM

CareTrust REIT, Inc. is a self-administered, publicly-traded real estate investment trust engaged in the ownership, acquisition, development and leasing of skilled nursing, seniors housing and other healthcare-related properties. With a nationwide portfolio of long-term net-leased properties, and a growing portfolio of quality operators leasing them, CareTrust REIT is pursuing both external and organic growth opportunities across the United States. More information about CareTrust REIT is available at www.caretrustreit.com.

Contact:
CareTrust REIT, Inc.
(949) 542-3130
ir@caretrustreit.com


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Cover Page
Dec. 30, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Dec. 30, 2024
Entity Registrant Name CareTrust REIT, Inc.
Entity Central Index Key 0001590717
Amendment Flag false
Entity Incorporation, State or Country Code MD
Entity File Number 001-36181
Entity Tax Identification Number 46-3999490
City Area Code 949
Local Phone Number 542-3130
Entity Address, Address Line One 905 Calle Amanecer
Entity Address, Address Line Two Suite 300
Entity Address, City or Town San Clemente
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92673
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Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol CTRE
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Entity Emerging Growth Company false
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