CareTrust REIT Files 8-K on Director/Officer Changes

Ticker: CTRE · Form: 8-K · Filed: Oct 27, 2025 · CIK: 1590717

Sentiment: neutral

Topics: corporate-governance, officer-changes, director-changes, filing

Related Tickers: CTRE

TL;DR

CareTrust REIT (CTRE) filed an 8-K on director/officer changes and corporate governance updates.

AI Summary

CareTrust REIT, Inc. filed an 8-K on October 27, 2025, reporting events as of October 21, 2025. The filing covers the departure and election of directors, appointment of officers, changes to articles of incorporation or bylaws, and financial statement disclosures. Specific details on the individuals involved, dollar amounts, and precise dates of these changes are not provided in this summary section of the filing.

Why It Matters

This filing indicates potential shifts in the company's leadership and governance structure, which could impact strategic direction and operational oversight.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of corporate governance events and does not appear to indicate any immediate financial distress or significant operational disruption.

Key Numbers

Key Players & Entities

FAQ

What specific changes occurred regarding the departure or election of directors?

The filing indicates events related to the departure of directors and the election of new directors, but the specific names and details are not elaborated in the provided summary.

Were there any appointments of new officers?

Yes, the filing lists 'Appointment of Certain Officers' as an item information, suggesting new officer appointments have occurred.

What amendments were made to the Articles of Incorporation or Bylaws?

The filing notes 'Amendments to Articles of Incorporation or Bylaws' as an item, indicating changes to the company's foundational governance documents.

What is the significance of the 'Regulation FD Disclosure' item?

This indicates that the company is making public disclosures that could be considered material non-public information, ensuring fair disclosure to all investors.

Are financial statements included in this filing?

Yes, 'Financial Statements and Exhibits' is listed as an item information, suggesting that financial data or related exhibits are part of this report.

Filing Stats: 1,281 words · 5 min read · ~4 pages · Grade level 11.6 · Accepted 2025-10-27 08:56:01

Key Financial Figures

Filing Documents

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On October 21, 2025 , the Board approved an amendment and restatement of the Company's Amended and Restated Bylaws (as so amended and restated, the "Bylaws"), which became effective immediately. The amendments include the following principal changes: Advance Notice—Universal Proxy . The amendments update various provisions of the Bylaws to require parties proposing a nominee for election as a director to comply with the universal proxy rules adopted by the U.S. Securities and Exchange Commission, and to provide that if a stockholder does not comply with such requirements, including soliciting 67% of the voting power of shares entitled to vote in the election of directors, the nomination may be disregarded. Advance Notice—General. The amendments also update certain informational and other requirements in the advance notice provisions applicable to director nominations and other business to require, among other things, (i) certain representations with respect to the solicitation intentions of a proposing stockholder, (ii) additional representations regarding the willingness of a Proposed Nominee (as defined in the Bylaws) to serve on the Board, if elected, and that no additional consents from any third party are required for a Proposed Nominee to serve on the Board, if elected and (iii) the disclosure of certain information and the ongoing obligation to supplement such information related to a Proposed Nominee or proposed business which would otherwise be required to be disclosed in a proxy statement or other filings pursuant to the Securities Exchange Act of 1934, as amended. The amendments clarify that a stockholder may not nominate more individuals than there are directors to be elected or substitute or replace a Proposed Nominee without compliance with the requirements for nomination in the Bylaws, including compliance with any applicable deadlines. The amendments also clarify

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On October 27, 2025 , the Company issued a press release announcing the appointment of Mr. Stapley to the Board of Directors as set forth in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 hereto. This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company whether made before or after the date hereof, regardless of any general incorporation language in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibits Description 3.1 Amended and Restated Bylaws of CareTrust REIT, Inc. 99.1 Press Release dated October 27, 2025 104 Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

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: October 27, 2025 CARETRUST REIT, INC. By: /s/ William M. Wagner William M. Wagner Chief Financial Officer and Treasurer

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