DEFA14A 1 ef20068331_defa14a.htm DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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☐	Definitive Proxy Statement

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☐	Soliciting Material Pursuant to §240.14a-2

CARETRUST REIT, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

EXECUTIVE COMPENSATION March 2026

ABOUT OUR EXECUTIVE COMPENSATION PROGRAM Our executive pay strategy focuses on driving long term stockholder value by aligning leadership incentives with disciplined capital deployment, sustained earnings growth, and balance sheet strength, with most pay performance based and at risk. Our Board asks for your support at the 2026 Annual Meeting  FOR the advisory vote to approve the compensation of our named executive officers (say-on-pay) Key Points for 2025  We engaged extensively with stockholders and incorporated feedback to enhance clarity, consistency, and predictability in our incentive design  A substantial majority of CEO target compensation (88%) is performance-based and at risk  2025 annual incentives were structured around measurable financial and strategic metrics: NFFO per share, capital deployment, and leverage discipline  Maximum annual incentive payouts required simultaneous achievement of strong earnings growth, record-scale capital deployment, and continued balance sheet strength  Balanced approach to long-term incentives (“LTI”), with 100% of performance-based awards tied to three-year relative TSR, with an 85th percentile requirement for maximum payout and a cap if absolute TSR is negative  The LTI framework includes an outperformance opportunity that, if earned based on 2025 results, must be re-earned based on three-year relative TSR

2025 BUSINESS PERFORMANCE HIGHLIGHTS 2025 was a transformational year for CareTrust, marked by record capital deployment, strong earnings growth, disciplined leverage, and expanded scale — culminating in a 10-year total return of 493%, making CareTrust the top performing healthcare REIT over that period. 17% Year-over-Year Normalized FFO per Share Growth Normalized FFO per diluted share increased to $1.76 in 2025, representing 17% growth over 2024. $1.76B Record Capital Deployment Deployed $1.764 billion of capital — the highest annual investment level in Company history. >$8.3B Market Capitalization Market capitalization surpassed $8.3 billion during 2025, increasing from $5.1 billion at end of 2024 and $2.9 billion at end of 2023. 0.89x Disciplined Balance Sheet Average quarterly net debt to normalized run-rate EBITDA of 0.89x at year-end 2025. Notable Strategic Expansion in 2025 Expanded into the U.K. through acquisition of a healthcare real estate platform Established a senior housing operating platform (SHOP) Continued scaling core skilled nursing portfolio Raised $1.1+ billion in equity, including the Company’s largest single-day offering Note: Normalized FFO per share and average quarterly net debt to normalized run-rate EBITDA are non-GAAP financial measures that are used in CareTrust’s executive compensation program. These measures are presented attributable to CareTrust REIT, Inc. and do not reflect noncontrolling interests. For reconciliations to the most directly comparable GAAP measures, please see the appendix.

SUSTAINED TSR OUTPERFORMANCE As shown below, over the past three years, CareTrust’s relative TSR has consistently outpaced its executive compensation peer group. Additionally, the Company achieved the highest 10-year TSR among U.S. healthcare REITs as of year-end 2025. CareTrust REIT TSR vs. Current Executive Compensation Peers

CEO PAY Progression Aligned with Company Growth CEO compensation has progressed in a measured manner alongside CareTrust’s growth, scale, and sustained performance. A meaningful portion of actual direct pay remains tied to future TSR performance over multi-year measurement periods. Measured Multi-Year Framework 2022 CEO compensation set below market, reflecting first-time CEO role and smaller company scale Multi-year progression established from the outset Actual pay is driven by: Sustained operating performance Substantial capital deployment and NFFO per share growth Continued balance sheet discipline Market capitalization growth Alignment with Scale and Performance Market capitalization increased substantially from 2022 to 2025 Compensation progression reflects expanded scale, complexity, and sustained performance Majority of pay remains performance-based and equity-driven Market Capitalization vs. CEO Pay More than $6 Billion of stockholder value created in 4 years

2025 Responsiveness and Program Enhancements Stockholders expressed strong support for recent pay decisions and encouraged continued emphasis on disciplined pay-for-performance design.* What We Heard What We Did Strong support for pay decisions and emphasis on pay-for-performance Maintained a disciplined, performance-based framework aligned with Company results and stockholder outcomes Continued to structure compensation so that a substantial majority of executive pay is performance-based and at risk (88% of CEO target pay) Desire for greater clarity and predictability in annual incentives Standardized performance metric weightings across executives Harmonized 0%–300% payout structure with linear interpolation Concern regarding the 2024 special performance award Clarified the award reflected an extraordinary year and was a one-time action Confirmed no discretionary awards for 2025 performance Introduced a formal Outperformance Grant within the pre-established long-term incentive LTI framework Appreciation for continued long-term alignment Structured LTI awards with 50% performance-based restricted stock units (“PRSUs”) and 50% time-based restricted stock Outperformance Grants delivered entirely in PRSUs and must be re-earned based on three-year relative TSR Retained absolute TSR cap and 85th percentile requirement for maximum payout *Following the 2025 annual meeting, we reached out directly to stockholders representing approximately 73% of shares outstanding, including our largest investors. Stockholders owning approximately 57% of our shares outstanding either participated in engagement meetings or confirmed that a meeting was not necessary this year. The Chair of the compensation committee participated in all engagement meetings, with support from senior management as appropriate.

Capital Deployment in Our Incentive PLANS Capital deployment is the primary way CareTrust executes its strategy and creates long-term stockholder value, which is why it is represented in both of our annual and LTI designs. In today’s healthcare real estate environment, attractive opportunities are episodic and time-sensitive, requiring disciplined underwriting, sound risk judgment, and decisive execution. Annual Incentives Purpose: Drive disciplined, value-accretive execution in real time Design Capital deployment measured alongside NFFO and leverage Rewards timely investment execution Requires growth to be balanced with profitability and balance sheet discipline Performance goals require meaningful earnings growth, substantial capital deployment, and continued balance sheet discipline Long-Term Incentives Purpose: Ensure realized value reflects sustained stockholder returns Design Outperformance Grants recognize exceptional, value-accretive capital deployment or strategic transactions Delivered entirely in performance-based equity Must be re-earned over three years based on relative TSR Maximum payout requires ≥85th percentile TSR

2025 ANNUAL INCENTIVES: PERFORMANCE-BASED DESIGN AND OUTCOMES The annual incentive program links compensation directly to measurable financial performance, disciplined capital deployment, and balance sheet strength. Payouts for NFFO per share and leverage are capped at 200% of target Target NFFO reflected approximately 15% growth over prior year actual Leverage goals reinforced growth alongside continued balance sheet discipline Achievement of “High” NFFO and leverage combined with “Super” capital deployment (inclusive of a strategic M&A transaction) resulted in a maximum payout of 300% of target CEO earned an additional 10% of target based on the achievement of ESG goals set by the Sustainability and Corporate Responsibility Committee Metric Weight Threshold Target High Super Result Performance Achievement NFFO per share 40% $1.6809 $1.7268 $1.7591 — $1.7602 High Capital Deployment 40% $250M $500M $750M $1.5B (incl. strategic M&A) $1.764B Super Average 2025 Quarter-End Net Debt to NormalizedRun- EBITDA (which we also refer to as leverage) 20% 4.0x 3.5x 3.0x — 0.89x High Payout (as a % of Target) 50% 100% 200% 300%

LONG-TERM INCENTIVES: STRUCTURE AND PERFORMANCE FRAMEWORK Long-term incentives are primarily performance-based and tied to sustained relative TSR. Award Component (Grant Timing) Award Type (Weighting) Performance Requirements Award Values 2025 Base Grant(granted Dec. 2024) PRSUs (50%) Tied 100% to relative TSR for three years (1/1/25-12/31/27) 85th percentile three-year TSR required to achieve maximum payout Capped if absolute TSR is negative, even if relative TSR is strong Cliff vests after three years CEO: $2,400,000 CFO/CIO: $775,000 Time-Based Restricted Stock (50%) Vests 1/3 per year over three years CEO: $2,400,000 CFO/CIO: $775,000 2025 Outperformance Grant(granted Jan. 2026, if earned) PRSUs (100%) If granted, must be re-earned based on relative TSR for three years (1/1/26-12/31/28) >$750M in capital deployment inclusive of a strategic M&A transaction CEO: $3,000,000 CFO/CIO: $1,000,000 $1.5B to $2.5B in capital deployment inclusive of a strategic M&A transaction CEO: Interpolated from $0 to $1,500,000 CFO/CIO: Interpolated from $0 to $500,000 2025 Outperformance Grant Status Earned based on record capital deployment Remains subject to three-year relative TSR performance Value realization contingent on sustained stockholder returns

(in thousands, except per share data) (Unaudited)
	FY 2024			FY2025
	31-Dec-24			31-Dec-25

Net income attributable to CareTrust REIT, Inc.	$	125,080		$	320,538
Real estate related depreciation and amortization		56,804			90,390
Noncontrolling interests' share of real estate related depreciation and amortization		(837	)		(10,408	)
Impairment of real estate investments		42,225			2,483
Loss (gain) on sale of real estate, net		2,208			(31,548	)
FFO attributable to CareTrust REIT, Inc.		225,480			371,455
Write-off of deferred financing costs		354			-
Gain on foreign currency transactions, net		-			(4,012	)
Provision for loan losses		4,900			-
Accelerated amortization of lease intangibles, net of noncontrolling interests' share		-			(1,023	)
Property operating expenses (recoveries)		6,891			(174	)
Non-routine transaction costs		1,326			5,329
Loss on extinguishment of debt		657			390
Amortization of stock-based compensation related to extraordinary incentive plan		-			3,483
Extraordinary incentive plan payment		2,313			-
Qualifying retirement benefits		-			1,896
Other expenses		-			359
Other income, net of NCI share⁽¹⁾		-			(2,171	)
Unrealized gain on other real estate related investments, net		(9,045	)		(15,831	)
Normalized FFO attributable to CareTrust REIT, Inc.	$	232,876		$	359,701

FFO per share attributable to CareTrust REIT, Inc.	$	1.45		$	1.82
Normalized FFO per share attributable to CareTrust REIT, Inc.	$	1.50		$	1.76
Diluted weighted average shares outstanding ⁽²⁾		155,325			204,351

(1) Other income, net of NCI share represents a fee received in connection with the release of a facility from a purchase agreement, net of commission fees paid.
(2) For the periods presented, the diluted weighted average shares have been calculated using the treasury stock method.

RECONCILIATIONS| Note: See Appendix A to CareTrust’s definitive proxy statement filed with the SEC on March 13, 2026 for a definition and certain additional information regarding the calculation of FFO and Normalized FFO attributable to CareTrust REIT, Inc.

(in thousands) (Unaudited)
	Quarter Ended March 31, 2025			Quarter Ended June 30, 2025			Quarter Ended September 30, 2025			Quarter Ended December 31, 2025

Net income attributable to CareTrust REIT, Inc.		65,802			68,545			74,901			111,290
Depreciation and amortization		17,841			21,215			24,309			27,142
Noncontrolling interests’ share of real estate related depreciation and amortization		(2,223	)		(2,513	)		(2,796	)		(2,876	)
Interest expense		6,669			13,038			12,622			11,378
Income tax expense		-			1,030			2,077			1,894
Amortization of stock-based compensation		3,093			1,945			1,700			28
Amortization of stock-based compensation related to extraordinary incentive plan		816			1,081			793			793
EBITDA attributable to CareTrust REIT, Inc.		91,998			104,341			113,606			149,649
Impairment of real estate investments		-			-			452			2,031
(Gain) loss on foreign currency transactions, net		-			(4,413	)		298			103
Property operating (recoveries) expenses		(105	)		1,090			402			(1,561	)
Gain on sale of real estate, net		(3,876	)		-			-			(27,672	)
Loss on extinguishment of debt		-			-			390			-
Non-routine transaction costs		888			61			560			3,820
Accelerated amortization of lease intangibles, net of noncontrolling interests’ share		-			-			(1,023	)		-
Qualifying retirement benefits		-			-			-			1,896
Other expenses		-			-			-			359
Other income, net of NCI shares		-			-			-			(2,171	)
Unrealized gain on other real estate related investments, net		(1,287	)		(1,968	)		(3,603	)		(8,973	)
Normalized EBITDA attributable to CareTrust REIT, Inc.		87,618			99,111			111,082			117,481
Full impact of annual investments(1)		82			10,126			615			2,747
Normalized Run Rate EBITDA attributable to CareTrust REIT, Inc.		87,700			109,237			111,697			120,228

Total Debt		825,000			1,161,990			900,000			900,000
Cash, cash equivalents, restricted cash and escrow deposits on acquisitions of real estate		(667,101	)		(306,051	)		(712,480	)		(339,295	)
Net proceeds from ATM forward(2)		-			-			-			(238,033	)
Net Debt		157,899			855,939			187,520			322,672
Annualized Normalized Run Rate EBITDA attributable to CareTrust REIT, Inc.(3)		350,800			436,948			446,788			480,912
Net Debt to Annualized Normalized Run Rate EBITDA attributable to CareTrust REIT, Inc.(4)		0.5	x		2.0	x		0.4	x		0.7	x
Average Quarterly Net Debt to Annualized Normalized Run Rate EBITDA attributable to CareTrust REIT, Inc. at December 31, 2025(5)											0.89	x

(1)	Quarterly adjustments give effect to the investments completed and loans receivable pay downs during the three months ended for the respective period as though such investments and repayments were completed as of the beginning of the period.

(2)	Assumes the net proceeds from the future expected settlement of shares sold under equity forward contracts through the Company's ATM program reduces outstanding debt and assumes the shares were issued.

(3)	Annualized Normalized Run Rate EBITDA attributable to CareTrust REIT, Inc. is calculated as Normalized Run Rate EBITDA attributable to CareTrust REIT, Inc. for the quarter multiplied by four (4).

(4)	Net Debt to Annualized Normalized Run Rate EBITDA attributable to CareTrust REIT, Inc. compares net debt as of the last day of the quarter to the Annualized Normalized Run Rate EBITDA attributable to CareTrust REIT, Inc. for the quarter.

(5)

Average Quarterly Net Debt to Annualized Normalized Run Rate EBITDA attributable to CareTrust REIT, Inc. at December 31, 2025 is calculated by taking the weighted average of the Net Debt to Annualized Normalized Run Rate EBITDA attributable to CareTrust REIT, Inc. for the four quarters in the year ended December 31, 2025.

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SEC Form DEFA14A filed by CareTrust REIT Inc.