CareTrust REIT, Inc. 10-K

ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Common Equity Our common stock is listed on the Nasdaq Global Select Market under the symbol “CTRE.” At February 15, 2022, we had approximately 41 stockholders of record. To maintain REIT status, we are required each year to distribute to stockholders at least 90% of our annual REIT taxable income after certain adjustments. All distributions will be made by us at the discretion of our board of directors and will depend 34 Table of Contents on our financial position, results of operations, cash flows, capital requirements, debt covenants (which include limits on distributions by us), applicable law, and other factors as our board of directors deems relevant. For example, while the Notes and our Amended Credit Agreement permit us to declare and pay any dividend or make any distribution that is necessary to maintain our REIT status, those distributions are subject to certain financial tests under the indenture governing the Notes, and therefore, the amount of cash distributions we can make to our stockholders may be limited. Distributions with respect to our common stock can be characterized for federal income tax purposes as taxable ordinary dividends, nondividend distributions or a combination thereof. Following is the characterization of our annual cash dividends on common stock: Year Ended December 31, Common Stock 2021 2020 Ordinary dividend $ 0.9411 $ 0.6435 Non-dividend distributions 0.1039 0.1065 Total taxable distribution 1.0450 0.7500 Distributions allocated from prior tax year (1) (0.2500) — Distributions allocated to subsequent tax year (2) 0.2650 0.2500 Total distributions declared $ 1.0600 $ 1.0000 (1) Because our aggregate cash distributions exceeded our annual earnings and profits, the cash distribution declared in the fourth quarter of 2020 and paid in January 2021, of $0.25 per share, was treated as a 2021 distribution for federal income tax purposes. (2) Because our aggregate cash distributions exceeded our annual earnings and profits, the cash distribution declared in the fourth quarter of 2021 and paid in January 2022, of $0.265 per share, will be treated as a 2022 distribution for federal income tax purposes. Unregistered Sales of Equity Securities On March 20, 2020, our board of directors authorized a share repurchase program to repurchase up to $150.0 million of outstanding shares of our common stock (the “Repurchase Program”). Repurchases under the Repurchase Program, which expires on March 31, 2023, may be made through open market purchases, privately negotiated transactions, structured or derivative transactions, including accelerated share repurchase transactions, or other methods of acquiring shares, in each case subject to market conditions and at such times as shall be permitted by applicable securities laws and determined by management. Repurchases under the Repurchase Program may also be made pursuant to a plan adopted under Rule 10b5-1 promulgated under the Exchange Act. We expect to finance any share repurchases under the Repurchase Program using available cash and may also use short-term borrowings under the Revolving Facility. We did not repurchase any shares of common stock under the Repurchase Program during the year ended December 31, 2021. The Repurchase Program may be modified, discontinued or suspended at any time. 35 Table of Contents Stock Price Performance Graph The graph below compares the cumulative total return of our common stock, the S&P 500 Index, the S&P 500 REIT Index, the RMS (MSCI U.S. REIT Total Return Index) and the SNL U.S. REIT Healthcare Index for the period from December 30, 2016 to December 31, 2021, except for the SNL U.S. REIT Healthcare Index, which was discontinued as of August 2021. Total cumulative return is based on a $100 investment in CareTrust REIT common stock and in each of the indices at the market close on December 30, 2016 and assumes quarterly reinvestment of dividends before consideration of income taxes. Stockholder returns over the indicated periods should not be considered indicative of future stock prices or stockholder returns. COMPARISON OF CUMULATIVE TOTAL RETURN AMONG S&P 500, S&P 500 REIT INDEX, RMS, SNL US REIT HEALTHCARE AND CARETRUST REIT, INC. RATE OF RETURN TREND COMPARISON DECEMBER 30, 2016 - DECEMBER 31, 2021 (DECEMBER 31, 2016 = $100) Stock Price Performance Graph Total Return The stock performance graph shall not be deemed soliciting material or to be filed with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or to the liabilities of Section 18 of the Exchange Act, nor shall it be incorporated by reference into any past or future filing under the Securities Act of 1933 or the Exchange Act, except to the extent we specifically request that it be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act of 1933 or the Exchange Act. December 31, 2016 2017 2018 2019 2020 2021 CareTrust REIT, Inc. $ 100.00 $ 114.04 $ 132.05 $ 153.52 $ 174.50 $ 188.25 S&P 500 $ 100.00 $ 121.83 $ 116.49 $ 153.17 $ 181.35 $ 233.41 RMS $ 100.00 $ 105.07 $ 100.27 $ 126.18 $ 116.62 $ 166.84 SNL US REIT Healthcare (discontinued as of August 2021) $ 100.00 $ 99.85 $ 106.24 $ 129.10 $ 120.74 $ 140.45 S&P 500 Real Estate Index $ 100.00 $ 110.85 $ 108.39 $ 139.83 $ 136.80 $ 199.99 36 Table of Contents ITEM 6. [Reserved]