American Healthcare REIT (AHR) COO’s 13,534 PRSUs vest, 7,302 shares withheld for taxes

Rhea-AI Filing Summary

American Healthcare REIT, Inc. Chief Operating Officer Gabriel M. Willhite reported compensation-related equity activity. On March 12, 2026, 13,534 performance-based restricted stock units vested and converted into 13,534 shares of common stock, following performance goals confirmed as met. These PRSUs were originally granted without cash consideration on April 3, 2023 under the company’s Second Amended and Restated 2015 Incentive Plan. To cover associated tax obligations, 7,302 common shares were withheld by the company at $52.8000 per share, leaving Willhite with 137,584 common shares held directly after the transactions.

SEC Form 4

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^*

Willhite Gabriel M

(Last) (First) (Middle)

C/O AMERICAN HEALTHCARE REIT, INC.

18191 VON KARMAN AVE, STE 300

(Street)

IRVINE CA 92612

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
American Healthcare REIT, Inc. [ AHR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	03/12/2026		M		13,534	A	(1)	144,886	D
Common Stock	03/12/2026		F		7,302(2)	D	$52.8	137,584	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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	(1)	03/12/2026		A		13,534		(3)	(3)	Common Stock	13,534	$0	13,534	D
Restricted Stock Unit	(1)	03/12/2026		M			13,534	(3)	(3)	Common Stock	13,534	$0	0	D

Explanation of Responses:

1. Each restricted stock unit converts into one share of the Issuer's common stock.

2. Shares withheld by the Issuer to satisfy the Reporting Person's tax obligations associated with the vesting of performance-based restricted stock units ("PRSUs") on March 12, 2026.

3. These PRSUs were granted without cash consideration on April 3, 2023 under the Issuer's Second Amended and Restated 2015 Incentive Plan. The performance goals of such PRSUs were confirmed as having been met on March 12, 2026, on which date such PRSUs vested in full.

	/s/ GABRIEL M. WILLHITE	03/16/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did AHR COO Gabriel Willhite report on March 12, 2026?

Gabriel Willhite reported vesting of 13,534 performance-based RSUs that converted into common stock. The units vested after performance goals were confirmed as met, increasing his direct share ownership before tax withholding adjustments.

How many AHR shares were withheld for Gabriel Willhite’s taxes in this Form 4?

The company withheld 7,302 common shares from Gabriel Willhite to satisfy tax obligations. These shares were valued at $52.8000 per share, as part of the equity award vesting and associated tax payment process.

What is Gabriel Willhite’s AHR share ownership after these transactions?

After the reported transactions, Gabriel Willhite directly holds 137,584 shares of common stock. This reflects the vested shares from performance-based restricted stock units, net of the portion withheld by the company to cover tax liabilities.

Were Gabriel Willhite’s AHR performance-based RSUs granted for cash consideration?

No, the performance-based restricted stock units were granted without cash consideration on April 3, 2023. They were issued under American Healthcare REIT’s Second Amended and Restated 2015 Incentive Plan as part of his compensation.

When were the performance goals for Gabriel Willhite’s AHR PRSUs confirmed as met?

The performance goals for Gabriel Willhite’s PRSUs were confirmed as met on March 12, 2026. On that same date, the PRSUs vested in full and converted into an equal number of common shares on a one-for-one basis.

How many performance-based RSUs did Gabriel Willhite exercise into AHR common stock?

Gabriel Willhite exercised 13,534 restricted stock units, each converting into one share of common stock. This derivative exercise moved his position from units to directly held shares before any shares were withheld to cover related tax obligations.