CareTrust REIT, Inc. Files 8-K: Material Agreement
Ticker: CTRE · Form: 8-K · Filed: Dec 17, 2025 · CIK: 1590717
Sentiment: neutral
Topics: material-agreement, 8-k, real-estate
Related Tickers: CTRE
TL;DR
CareTrust REIT (CTRE) signed a big deal on Dec 11, 2025. 8-K filed.
AI Summary
On December 11, 2025, CareTrust REIT, Inc. entered into a material definitive agreement. The filing also indicates other events and includes financial statements and exhibits. The company is incorporated in Maryland and its principal executive offices are located in Dana Point, CA.
Why It Matters
This 8-K filing signals a significant new agreement for CareTrust REIT, Inc., which could impact its operations and financial standing.
Risk Assessment
Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.
Key Numbers
- 001-36181 — SEC File Number (Identifier for the company's filings)
- 46-3999490 — IRS Employer Identification No. (Tax identification for the company)
Key Players & Entities
- CareTrust REIT, Inc. (company) — Registrant
- December 11, 2025 (date) — Date of earliest event reported
- Maryland (jurisdiction) — State of incorporation
- 24901 Dana Point Harbor Dr, Suite A200, Dana Point, CA 92629 (address) — Principal executive offices
- 905 Calle Amanecer, Suite 300, San Clemente, CA 92673 (address) — Former address
FAQ
What type of material definitive agreement did CareTrust REIT, Inc. enter into?
The filing does not specify the nature of the material definitive agreement, only that one was entered into on December 11, 2025.
What are the principal executive offices of CareTrust REIT, Inc.?
The principal executive offices are located at 24901 Dana Point Harbor Dr, Suite A200, Dana Point, CA 92629.
When was the earliest event reported in this 8-K filing?
The earliest event reported was on December 11, 2025.
In which state is CareTrust REIT, Inc. incorporated?
CareTrust REIT, Inc. is incorporated in Maryland.
What is the SEC file number for CareTrust REIT, Inc.?
The SEC file number for CareTrust REIT, Inc. is 001-36181.
Filing Stats: 1,439 words · 6 min read · ~5 pages · Grade level 14.2 · Accepted 2025-12-17 16:20:35
Key Financial Figures
- $0.01 — ich registered Common Stock, par value $0.01 per share CTRE New York Stock Exchange
Filing Documents
- ctre-20251211.htm (8-K) — 45KB
- exhibit101_ctrpartnershipl.htm (EX-10.1) — 692KB
- exhibit102_formofbasicltip.htm (EX-10.2) — 75KB
- exhibit103_tsrltipawardagr.htm (EX-10.3) — 139KB
- 0001628280-25-057652.txt ( ) — 1252KB
- ctre-20251211.xsd (EX-101.SCH) — 2KB
- ctre-20251211_def.xml (EX-101.DEF) — 7KB
- ctre-20251211_lab.xml (EX-101.LAB) — 27KB
- ctre-20251211_pre.xml (EX-101.PRE) — 15KB
- ctre-20251211_htm.xml (XML) — 4KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. On December 11, 2025, CareTrust REIT, Inc., a Maryland corporation (the "Company"), as the special limited partner of CTR Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"), and CareTrust GP, LLC, a Delaware limited liability company, as the general partner of the Operating Partnership (the "General Partner"), entered into the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the "Amended Operating Partnership Agreement"). The amendments set forth in the Amended Operating Partnership Agreement establish a new general class of units of limited partnership in the Operating Partnership designated as "LTIP Units" and designate four specific sub-classes of LTIP Units, including "Basic LTIP Units" and "Performance LTIP Units", as defined and further set forth in the Amended Operating Partnership Agreement. Pursuant to the Amended Operating Partnership Agreement, the General Partner is permitted to designate and issue, or cause to be designated and issued, classes of partnership units under various circumstances to persons and admit them as partners of the Operating Partnership, including LTIP Units to any person who provides services to or for the benefit of the Operating Partnership, the General Partner or the Company. LTIP Units are structured in a manner intended to qualify as "profits interests" for U.S. federal income tax purposes. Each LTIP Unit will convey the same consent or other voting rights under the Amended Operating Partnership Agreement as a Partnership Common Unit. Basic LTIP Units generally will be entitled to receive distributions at the same time and in the same per-Unit amounts as are paid on Partnership Common Units, subject to certain limitations intended to preserve the U.S. income tax treatment of such LTIP Units as "profits interests." Until their "Full Distribution Participation Date" (as defined in the Amended Operating P
01 Other Events
Item 8.01 Other Events. LTIP Unit Program On December 11, 2025, the Compensation Committee (the "Compensation Committee") of the Board of Directors (the "Board") of the Company approved that certain persons (including all of the Company's directors and executive officers) eligible to receive awards under the CareTrust REIT, Inc. and CTR Partnership, L.P. Incentive Award Plan (the "Incentive Award Plan") may elect to receive their annual Company equity awards (which recently have been granted in the form of restricted stock or awards of restricted stock units ("RSUs") subject to time and service-based vesting requirements or subject to performance-based vesting requirements as well as time and service-based vesting requirements ("PRSUs")) in the form of Basic LTIP Units and/or Performance LTIP Units. Vesting of Basic LTIP Units and RSUs is generally subject to continued service through the applicable vesting date, which may change from grant to grant but is currently generally one year after grant for non-employee members of the Board and vesting in installments over three years for employees of the Company. Vesting of Performance LTIP Units and PRSUs awarded under the Incentive Award Plan is currently generally subject to both (i) the participant's continued employment or service through the applicable performance period, and (ii) the Company's total shareholder return over a specified performance period relative to the total shareholder return of a group of specified peer companies. On December 11, 2025, the Compensation Committee also approved (i) a form of Basic LTIP Units Award Agreement (the "Form of Basic LTIP Award Agreement") for use in granting Basic LTIP Units under the Incentive Award Plan and (ii) a form of Performance LTIP Units Award Agreement (the "Form of Relative TSR LTIP Award Agreement") for use in granting Performance LTIP Units under the Incentive Award Plan. LTIP Units awarded under the Incentive Award Plan will be subject to the terms and
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibits Description 10.1 Second Amended and Restated Agreement of Limited Partnership of CTR Partnership, L.P., dated as of December 11, 2025. 10.2 Form of Basic LTIP Units Award Agreement 10.3 Form of Performance LTIP Units Award Agreement (Relative Total Shareholder Return) 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: December 17, 2025 CARETRUST REIT, INC. By: /s/ William M. Wagner William M. Wagner Chief Financial Officer and Treasurer