Director Prosky Danny covered exercise/tax liability with 87,891 shares, converted options into 51,798 shares and was granted 2,594 shares, decreasing direct ownership by 10% to 312,970 units (SEC Form 4) to cover taxes
$AHR
Real Estate Investment Trusts
Real Estate
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
American Healthcare REIT, Inc. [ AHR ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 07/21/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 07/21/2026 | F | 59,945(1) | D | $56.66 | 286,524 | D | |||
| Common Stock | 07/21/2026 | M | 30,886 | A | (2) | 317,410 | D | |||
| Common Stock | 07/21/2026 | F | 16,663(3) | D | $56.66 | 300,747 | D | |||
| Common Stock | 07/21/2026 | M | 20,912 | A | (2) | 321,659 | D | |||
| Common Stock | 07/21/2026 | F | 11,283(3) | D | $56.66 | 310,376 | D | |||
| Common Stock | 07/21/2026 | A | 2,594(4) | A | $0 | 312,970(5) | D | |||
| Common Stock | 201,403 | I | By Danny and Zohar Prosky Family Rev Trust UA DTD 08/16/2011(6) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit | (2) | 07/21/2026 | M | 30,886 | (7) | (7) | Common Stock | 30,886 | $0 | 0 | D | ||||
| Restricted Stock Units | (2) | 07/21/2026 | M | 20,912 | (8) | (8) | Common Stock | 20,912 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents shares repurchased by the Issuer on July 21, 2026 to satisfy the Reporting Person's tax obligations associated with the accelerated vesting of shares of restricted common stock on July 21, 2026, pursuant to the Reporting Person's transition to a non-employee director as previously disclosed in the Issuer's Current Report on Form 8-K filed on July 22, 2026 (the "July 8-K"). |
| 2. Each restricted stock unit ("RSU") converts into one share of the Issuer's common stock. |
| 3. Shares withheld by the Issuer on July 21, 2026 to satisfy the Reporting Person's tax obligations associated with the acclerated vesting of time-based RSUs on July 21, 2026, pursuant to the Reporting Person's transition to a non-employee director as previously disclosed in the July 8-K. |
| 4. In connection with his transition to a non-employee director as previously disclosed in the July 8-K, the Reporting Person was granted 2,594 shares of restricted common stock on July 21, 2026. The reported shares of restricted common stock vest on June 24, 2027. |
| 5. Includes 622 shares acquired under the Issuer's Employee Stock Purchase Plan. |
| 6. The reported shares are held directly by Danny & Zohar Prosky Family Rev Trust UA DTD 08/16/2011, and indirectly by Danny Prosky and Zohar Prosky, Trustees. |
| 7. On March 24, 2024, the Issuer awarded the Reporting Person 92,656 time-based RSUs. Two-thirds of the RSUs vested on March 25, 2025 and March 25, 2026 and the remining RSUs vested on July 21, 2026, pursuant to the Reporting Person's transition to a non-employee director as previously disclosed in the July 8-K. |
| 8. On March 25, 2025, the Issuer awarded the Reporting Person 62,737 time-based RSUs. One-third of the RSUs vested on March 25, 2026, one-third of the RSUs vested on July 21, 2026 and the remaining RSUs were cancelled, pursuant to the Reporting Person's transition to a non-employee director as previously disclosed in the July 8-K. |
| /s/ DANNY PROSKY | 07/22/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||