CareTrust REIT Inc

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. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

CARETRUST REIT, INC.

(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

905 Calle Amanecer, Suite 300, San Clemente, California 92673

NOTICE OF ANNUAL

MEETING OF

STOCKHOLDERS

Date:

Tuesday, April 29, 2025

Time:

9:00 a.m., PDT

Place:

Company Offices

905 Calle Amanecer, Suite 300,

San Clemente, California 92673

YOUR VOTE

IS IMPORTANT

Whether or not you expect to attend the Annual Meeting, please submit your proxy as soon as possible.

IMPORTANT NOTICE: ONLY STOCKHOLDERS OF RECORD OF THECOMPANY’S ISSUED AND OUTSTANDING COMMON STOCK AS OF THE CLOSE OF BUSINESS ONMARCH 5, 2025, THE RECORD DATE, WILL BE ENTITLED TO NOTICE OF AND TO VOTE AT THE ANNUAL MEETING AND ANY ADJOURNMENT OR POSTPONEMENT THEREOF.

To Our Stockholders,

The annual meeting of the stockholders (the “Annual Meeting”) of CareTrust REIT, Inc. (the “Company,” “we,” “our,” or “us”) willbe held at the Company’s offices located at 905 Calle Amanecer, Suite 300, San Clemente, California 92673, at 9:00 a.m. PDT, on Tuesday, April 29, 2025, for the following purposes:

The accompanying Proxy Statement more fully describes these matters and we urge you to read the information contained in the Proxy Statement carefully. The Board of Directors recommends a vote FOR the election to the Board of Directors of each of the Board of Director’s five director nominees, FOR the compensation of our named executive officers, and FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2025.

We are requesting that you register in advance if you plan to attend the Annual Meeting in person so we may ensure we have adequate space for all attendees. Please email us at ir@caretrustreit.com with the number of planned in-person attendees no later than 5:00 p.m. PDT on April 24, 2025 if you plan to attend the Annual Meeting in person.

CareTrust REIT, Inc.

By order of the Board Of Directors,

James B. Callister

Secretary

Dated: March 7, 2025

San Clemente, California

905 Calle Amanecer, Suite 300, San Clemente, California 92673

Proxy Statement for the Annual Meeting of Stockholders to be

held on April 29, 2025

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors” or the “Board”) of CareTrust REIT, Inc., a Maryland corporation, for use at the annual meeting of stockholders to be held at the Company’s offices located at 905 Calle Amanecer, Suite 300, San Clemente, California 92673, at 9:00 a.m. PDT, on Tuesday, April 29, 2025 (the “Annual Meeting”). On or about March 7, 2025, proxy materials for the Annual Meeting, including this Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (“Annual Report”), are being made available to stockholders entitled to vote at the Annual Meeting.

When used in this Proxy Statement, the terms “we,” “us,” “our,” “CareTrust REIT,” or the “Company” refer to CareTrust REIT, Inc. and its subsidiaries unless the context requires otherwise.