American Healthcare REIT Insider Award: 3,042 Shares to Director Smith

Rhea-AI Filing Summary

Form 4 overview: On June 25, 2025, American Healthcare REIT, Inc. (ticker AHR) granted Director Wilbur H. Smith III an equity award of 3,042 shares of restricted common stock in conjunction with his re-election to the board.

Key transaction terms:

• Type: Equity grant (restricted stock); reported as an “A” (acquired) transaction code.
• Price: $0 per share, indicating a non-cash, board-approved compensation grant.
• Vesting: Shares vest in full on June 25, 2026, creating a one-year lock-in that aligns director incentives with shareholder value over the next 12 months.

Ownership impact: Following the award, Smith’s total beneficial ownership increased to 32,419 common shares. The grant adds approximately 3,000 shares, modestly expanding his stake and signalling continued board-level alignment with the company’s long-term performance.

Materiality: The filing represents routine director compensation and does not disclose any open-market purchases or sales, option exercises, or derivative activity. No earnings data, financial guidance, or strategic transactions are included in this report.

Positive

• Alignment of interests: One-year vesting restricted shares encourage the director to focus on AHR’s 12-month performance window.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director equity grant; modest size, neutral market impact.

The Form 4 discloses a standard annual restricted-stock award to Director Wilbur H. Smith III. The 3,042-share grant vests after one year, reinforcing incentive alignment without immediate dilution pressure. With post-grant holdings of 32,419 shares, Smith retains a meaningful but not controlling position. No dispositions, 10b5-1 plans, or derivative instruments are reported, and there is no indication of insider sentiment beyond ordinary compensation. Given the limited size relative to likely float and lack of transactional buying or selling, the filing is best viewed as neutral from an investor’s standpoint.

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

OMB APPROVAL

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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^*

Smith Wilbur H III

(Last) (First) (Middle)

C/O AMERICAN HEALTHCARE REIT, INC.

18191 VON KARMAN AVE, SUITE 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2025

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	06/25/2025		A		3,042(1)	A	$0	32,419	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

Explanation of Responses:

1. Upon his re-election as a director to the board of directors of the Issuer on June 25, 2025, the Reporting Person was granted 3,042 shares of restricted common stock on June 25, 2025. The reported shares of restricted common stock vest on June 25, 2026.

Remarks:

	/s/ WILBUR H SMITH III	06/27/2025
	** 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.

FAQ

How many AHR shares were granted to Director Wilbur H. Smith III?

He received 3,042 restricted common shares on June 25, 2025.

When do the newly granted AHR restricted shares vest?

All 3,042 shares vest on June 25, 2026.

What is Wilbur H. Smith III’s total AHR share ownership after the grant?

Following the transaction, he beneficially owns 32,419 common shares.

Did the Form 4 report any stock sales or purchases at market prices?

No. The filing only shows a non-cash equity grant; there were no open-market sales or purchases.

Was the transaction executed under a Rule 10b5-1 trading plan?

The filing does not indicate that this grant was made pursuant to a Rule 10b5-1 plan.