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AHR (NYSE: AHR) CFO converts RSUs, has shares withheld to cover taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

American Healthcare REIT, Inc. Chief Financial Officer Brian Peay reported routine equity compensation activity involving restricted stock units. On April 6, 2026, 6,768 RSUs converted into the same number of shares of common stock. These RSUs were part of a 20,303-unit time-based grant awarded on April 3, 2023 that vests in three equal annual installments.

To cover associated tax obligations from the April 3, 2026 vesting, the company withheld 3,654 shares at a price of $48.09 per share, rather than selling them in the open market. After these transactions, Peay holds 177,700 shares of common stock directly and 807 shares indirectly through the Brian and Kristen Peay 2007 Trust.

Positive

  • None.

Negative

  • None.
Insider PEAY BRIAN
Role Chief Financial Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 6,768 $0.00 $0.00
Exercise Common Stock 6,768 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 3,654 $48.09 $176K
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 177,700 shares (Direct); Common Stock — 807 shares (Indirect, By Brian and Kristen Peay 2007 Trust DTD 06/26/2007)
Footnotes (4)
  1. F1. Each restricted stock unit ("RSU") converts into one share of the Issuer's common stock.
  2. F2. Shares withheld by the Issuer on April 6, 2026 to satisfy the Reporting Person's tax obligations associated with the vesting of time-based RSUs on April 3, 2026.
  3. F3. The reported shares of common stock are held directly by Brian and Kristen Peay 2007 Trust DTD 06/26/2007, and indirectly by Mr. Peay and Kristen Peay, Trustees.
  4. F4. On April 3, 2023, the Issuer awarded the Reporting Person 20,303 time-based RSUs. The RSUs vest ratably on April 3, 2024, 2025 and 2026 (subject to continuous employment through each vesting date).
RSUs converted 6,768 units RSUs converted to common stock on April 6, 2026
Shares withheld for taxes 3,654 shares Withheld at $48.09 per share to satisfy tax obligations
Tax withholding price $48.09 per share Value used for shares withheld on April 6, 2026
Direct holdings after transactions 177,700 shares Common stock directly owned by Brian Peay after April 6, 2026
Indirect trust holdings 807 shares Held by Brian and Kristen Peay 2007 Trust DTD 06/26/2007
Original RSU grant 20,303 RSUs Time-based RSUs awarded on April 3, 2023
Restricted Stock Units financial
"Each restricted stock unit ("RSU") converts into one share of the Issuer's common stock."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax obligations financial
"Shares withheld by the Issuer on April 6, 2026 to satisfy the Reporting Person's tax obligations associated with the vesting of time-based RSUs"
time-based RSUs financial
"associated with the vesting of time-based RSUs on April 3, 2026."
vest ratably financial
"The RSUs vest ratably on April 3, 2024, 2025 and 2026"
indirectly financial
"The reported shares of common stock are held directly by Brian and Kristen Peay 2007 Trust ... and indirectly by Mr. Peay and Kristen Peay, Trustees."

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transaction did AHR CFO Brian Peay report on this Form 4?
Brian Peay reported the conversion of 6,768 restricted stock units into common shares. These RSUs were part of a 20,303-unit time-based grant awarded in April 2023 that vests annually over three years, reflecting standard executive equity compensation.

How many American Healthcare REIT (AHR) shares were withheld for taxes?
The company withheld 3,654 AHR common shares to satisfy Brian Peay’s tax obligations. The withholding related to the vesting of time-based RSUs on April 3, 2026 and was priced at $48.09 per share, representing a non-market, tax-settlement disposition.

What are Brian Peay’s AHR share holdings after these transactions?
Following the reported transactions, Brian Peay holds 177,700 AHR common shares directly. He also has indirect ownership of 807 additional shares through the Brian and Kristen Peay 2007 Trust, where he and Kristen Peay serve as trustees overseeing those trust-held shares.

What was the original RSU grant disclosed for AHR’s CFO?
On April 3, 2023, American Healthcare REIT awarded Brian Peay 20,303 time-based RSUs. According to the disclosure, these units vest in three equal installments on April 3 of 2024, 2025, and 2026, conditioned on his continued employment through each vesting date.

Were the AHR shares in this Form 4 sold on the open market?
No, the filing shows no open-market sales. Instead, 3,654 shares were withheld by American Healthcare REIT to cover Brian Peay’s tax obligations related to RSU vesting, which is treated as a tax-withholding disposition rather than a voluntary market sale.
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
PEAY BRIAN
(Last)(First)(Middle)
C/O AMERICAN HEALTHCARE REIT, INC.
18191 VON KARMAN AVE, STE 300
(Street)
IRVINE CALIFORNIA 92612
(City)(State)(Zip)
UNITED STATES
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/06/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock04/06/2026M6,768A(1)181,354D
Common Stock04/06/2026F3,654(2)D$48.09177,700D
Common Stock807IBy Brian and Kristen Peay 2007 Trust DTD 06/26/2007(3)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)04/06/2026M6,768 (4) (4)Common Stock6,768$00D
Explanation of Responses:
1. Each restricted stock unit ("RSU") converts into one share of the Issuer's common stock.
2. Shares withheld by the Issuer on April 6, 2026 to satisfy the Reporting Person's tax obligations associated with the vesting of time-based RSUs on April 3, 2026.
3. The reported shares of common stock are held directly by Brian and Kristen Peay 2007 Trust DTD 06/26/2007, and indirectly by Mr. Peay and Kristen Peay, Trustees.
4. On April 3, 2023, the Issuer awarded the Reporting Person 20,303 time-based RSUs. The RSUs vest ratably on April 3, 2024, 2025 and 2026 (subject to continuous employment through each vesting date).
/s/ BRIAN S. PEAY04/08/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR