Who Owns CareTrust Company?

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Who Really Owns CareTrust Company?

Understanding the ownership of CareTrust Company (CTRE) is key to grasping its strategic direction and market position. A spin-off event in 2014 transformed CareTrust REIT, Inc. into an independent entity, fundamentally altering its ownership structure. This analysis dives deep into the evolution of who controls this significant player in the healthcare real estate sector.

CareTrust Company, a self-managed REIT, originated from Ensign Group, Inc., specializing in healthcare properties like skilled nursing and assisted living facilities. Its portfolio includes hundreds of properties across the U.S., making its ownership structure a critical factor for investors. Uncover the intricacies of CareTrust SWOT Analysis to further understand its strengths and weaknesses, and how its ownership impacts its performance. This exploration will provide insights into the major shareholders, the board of directors, and the overall implications for CareTrust stock.

The genesis of CareTrust REIT, Inc. (referred to as CareTrust Company or CTRE) traces back to October 29, 2013, when it was established as a wholly-owned subsidiary of The Ensign Group, Inc. This initial structure set the stage for its eventual independence.

CareTrust Company transitioned into a standalone, publicly-traded entity on June 1, 2014. This was achieved through a spin-off, where shares of CareTrust were distributed pro rata to the existing stockholders of Ensign. This distribution method meant that the initial ownership of CareTrust was directly linked to Ensign's shareholder base at that time.

The spin-off from The Ensign Group, Inc. marked a significant step in the evolution of CareTrust Company, establishing it as a separate entity with its own strategic direction and investment opportunities. This transition allowed CareTrust to focus specifically on its real estate investment strategy within the healthcare sector.

Initial Ownership

CareTrust Company's initial ownership was distributed to The Ensign Group, Inc.'s shareholders through a spin-off.

Spin-Off Date

The spin-off of CareTrust Company occurred on June 1, 2014, making it an independent public entity.

UPREIT Structure

CareTrust Company operates using an UPREIT structure to facilitate property acquisitions.

Operating Partnership

Properties and assets are held through CTR Partnership, L.P., the Operating Partnership.

General Partner

CareTrust GP, LLC, a wholly-owned subsidiary, serves as the sole general partner.

Limited Partner

As of December 31, 2018, CareTrust REIT was the sole limited partner, holding 99% of the Operating Partnership interests.

CareTrust Company's operational structure includes an umbrella partnership (UPREIT), where its assets are held through CTR Partnership, L.P. This structure, with CareTrust GP, LLC as the general partner, allows for tax-deferred acquisitions. As of December 31, 2018, CareTrust REIT held 99% of the Operating Partnership interests. This structure has played a vital role in the company's growth strategy, enabling it to strategically expand its real estate portfolio. For more information, you can read the Brief History of CareTrust.

Key Takeaways

Understanding the ownership structure of CareTrust Company is crucial for investors and analysts.

• CareTrust Company originated as a subsidiary of The Ensign Group, Inc.
• The company became independent through a spin-off to Ensign's shareholders.
• The UPREIT structure supports tax-deferred acquisitions.
• CareTrust REIT, Inc. holds a significant stake in the Operating Partnership.

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The ownership structure of CareTrust Company (CTRE) has evolved since its spin-off in June 2014, reflecting its status as a publicly-traded REIT. The company's ownership is primarily influenced by its performance in the real estate market and investor confidence. Understanding the ownership structure is crucial for investors looking at CareTrust stock and its potential for growth within the senior housing and healthcare sectors. This includes analyzing CareTrust properties and how they contribute to the company's overall value.

As of May 2025, institutional investors hold a significant portion of CareTrust Company's shares, with approximately 95.30% institutional ownership. This high percentage indicates strong backing from large investment firms, mutual funds, and other financial institutions. This strong institutional backing suggests confidence from major financial players in CareTrust Company's strategy and governance. The company's financial performance and strategic decisions are key factors influencing its ownership structure. For a deeper dive, consider exploring the Marketing Strategy of CareTrust.

Key institutional shareholders include BlackRock, Inc., Vanguard Group Inc, and Fmr Llc. These entities collectively hold a substantial number of shares. There are 786 institutional owners and shareholders who have filed 13D/G or 13F forms with the SEC, holding a total of 221,739,148 shares. While institutional ownership remains dominant, insider holdings, representing ownership by company executives and directors, stood at 1.00% in May 2025. Mutual funds, a subset of institutional investors, increased their holdings from 70.71% to 71.22% in May 2025. This dynamic reflects how major investors actively manage their positions based on market conditions and company performance, impacting CareTrust financials.

Ownership Insights

Institutional investors hold a significant majority of CareTrust Company's shares, reflecting strong confidence in the company.

• Insider ownership is a smaller percentage, indicating that the majority of shares are held by external investors.
• Mutual funds have increased their holdings, showing growing interest.
• The ownership structure is dynamic, with investors adjusting their positions based on market performance.
• Understanding the ownership structure is important for CareTrust Company investors.

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The Board of Directors of CareTrust REIT, Inc., plays a critical role in overseeing the company's strategic direction and governance. According to the proxy statement filed on March 7, 2025, the board proposed the election of five director nominees to serve until the 2026 annual meeting. These nominees include Ms. Diana M. Laing, Ms. Anne Olson, Mr. Spencer G. Plumb, Mr. David M. Sedgwick, and Ms. Careina D. Williams. Diana M. Laing has served as the Chair of the Board since June 2022 and has been a board member since 2019. David M. Sedgwick, the company's Chief Executive Officer since January 2022 and President since February 2021, also serves on the board.

The Board has determined that its current non-employee directors—Diana M. Laing, Anne Olson, Spencer G. Plumb, and Careina D. Williams—are independent. This composition reflects a mix of leadership and independent expertise, which is crucial for effective corporate governance. The board's structure and the roles of its members are key aspects of understanding who owns CareTrust and how it is managed.

Regarding voting power, as of the record date of March 5, 2025, there were 187,661,893 shares of CareTrust REIT's common stock issued and outstanding. Each outstanding share of common stock is entitled to one vote. Directors are elected if they receive a majority of the votes cast. The Board of Directors unanimously recommends a vote FOR the election of its director nominees, indicating a standard corporate governance framework. Understanding the voting structure is important for investors looking into CareTrust stock and its ownership structure.

Understanding CareTrust's Governance

The Board of Directors at CareTrust REIT, Inc. is composed of experienced individuals who oversee the company's operations and strategic direction. The board's structure ensures independent oversight and informed decision-making. For further insights into how CareTrust operates, you can explore the Competitors Landscape of CareTrust.

• The board includes both inside and independent directors.
• Shareholders vote on key matters, including director elections.
• The company's governance structure supports shareholder interests.
• The board's recommendations guide shareholder voting decisions.

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Recent developments at CareTrust REIT (CTRE) highlight significant strategic shifts impacting its ownership profile. The company's acquisition of Care REIT plc, a UK-based real estate investment trust, for approximately $840.5 million, which closed on May 8, 2025, marks a major expansion into the UK market. This move, approved by shareholders in late April 2025, is expected to diversify CareTrust's portfolio and provide a new growth engine.

CareTrust has been actively utilizing its At-the-Market (ATM) Program for capital allocation. In the first quarter of 2025, $16.0 million was raised through the sale of 0.6 million shares under the ATM Program. Furthermore, in April 2025, an additional $99.5 million was generated from selling 3.4 million shares through the same program, with $50 million used to pay down its revolving credit line. As of May 1, 2025, $634.5 million remained available for future issuances under the ATM Program. In June 2025, a new $500 million unsecured term loan was closed, amending the existing credit agreement, which is intended to pay off the revolving credit line balance of approximately $475 million, fund acquisitions, and for general corporate purposes.

Ownership trends in CareTrust REIT show continued dominance by institutional investors, holding approximately 95.30% of shares as of May 2025. Insider holdings saw a slight decrease, while mutual fund holdings increased. The company’s dividend increase to $0.335 per share in Q1 2025, with an annualized payout ratio of approximately 80% based on normalized FFO, suggests a focus on shareholder returns. For more insights into CareTrust's strategic moves, consider reading about the Growth Strategy of CareTrust.

Who owns CareTrust?

Institutional investors hold the majority of CareTrust Company shares, with approximately 95.30% ownership as of May 2025. Mutual funds also represent a significant portion of the ownership structure.

CareTrust Stock Performance

CareTrust Company's buyback yield for the fiscal year ending December 2024 was -30.70%, and for the quarter ending March 2025, it was -24.21%. This indicates a net issuance of stock rather than substantial share repurchases.

CareTrust Properties

CareTrust Company is actively investing in skilled nursing and senior housing facilities. In June 2025, the company acquired a portfolio of 10 skilled nursing facilities in the Pacific Northwest for approximately $146 million.

CareTrust Financials

CareTrust REIT increased its quarterly dividend to $0.335 per common share in Q1 2025. The company also closed on a new $500 million unsecured term loan in June 2025, amending its existing credit agreement.

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