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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 10, 2022
CareTrust REIT, Inc.
(Exact name of registrant as specified in its charter)  
Maryland001-3618146-3999490
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
Registrant’s telephone number, including area code: (949542-3130
905 Calle Amanecer, Suite 300, San Clemente, CA
92673
(Address of principal executive offices)(Zip Code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareCTREThe Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   




Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 10, 2022, CareTrust REIT, Inc. (the “Company”) provided written notice to the Nasdaq Global Select Market (“Nasdaq”) that the Company intends to voluntarily transfer the listing of its common stock, par value $0.01 per share (the “Common Stock”), from Nasdaq to the New York Stock Exchange (“NYSE”). The notice stated that the Company expects to voluntarily delist its Common Stock from Nasdaq effective as of the close of trading on May 20, 2022 and to commence trading on the NYSE at the opening of trading on the following business day, May 23, 2022. The Common Stock will continue to trade under the ticker symbol “CTRE.” Until the transfer of the listing to the NYSE is complete, the Common Stock will continue to be traded on Nasdaq.

Item 7.01. Regulation FD Disclosure.

On May 10, 2022, the Company issued a press release announcing the transfer of the listing of its Common Stock to the NYSE as set forth in Item 3.01 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.


Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibits  Description
  
104Cover Page Interactive Data File (embedded within the inline XBRL document)





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: May 10, 2022
CARETRUST REIT, INC.
By:
/s/ William M. Wagner
 
William M. Wagner
Chief Financial Officer and Treasurer


Document

Exhibit 99.1
https://cdn.kscope.io/a021489bd09ef45851adf84b5cdfebcf-logoer.gif

CareTrust REIT Announces Transfer to the New York Stock Exchange

SAN CLEMENTE, Calif., May 10, 2022 (GLOBE NEWSWIRE) – CareTrust REIT, Inc. (Nasdaq:CTRE) today announced the pending transfer of its common stock from the Nasdaq Global Select Market (“Nasdaq”) to the New York Stock Exchange (“NYSE”). The Company expects its common stock to begin trading on the NYSE at market open on May 23, 2022 under its current ticker symbol “CTRE.” The Company’s common stock will continue to trade on Nasdaq until the transfer is complete.

“We are pleased to partner with the New York Stock Exchange as the new home for our common stock listing alongside many of our industry’s most highly-regarded companies,” said Dave Sedgwick, CareTrust’s President and Chief Executive Officer. “We look forward to working with the NYSE to leverage the full benefits of its platform.”

“We are pleased to welcome CareTrust as it transfers its listing to the New York Stock Exchange and joins our leading community of icons and disruptors,” said John Tuttle, Vice Chair and Chief Commercial Officer, NYSE Group.

About CareTrustTM

CareTrust REIT, Inc. is a self-administered, publicly-traded real estate investment trust engaged in the ownership, acquisition, development and leasing of skilled nursing, seniors housing and other healthcare-related properties. With a nationwide portfolio of long-term net-leased properties, and a growing portfolio of quality operators leasing them, CareTrust REIT is pursuing both external and organic growth opportunities across the United States. More information about CareTrust REIT is available at www.caretrustreit.com.

Contact:
CareTrust REIT, Inc.
(949) 542-3130
ir@caretrustreit.com