Director Hanson Jeffrey T sold $2,650,400 worth of shares (54,778 units at $48.38) (SEC Form 4)
$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)
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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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3. Date of Earliest Transaction
(Month/Day/Year) 12/22/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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 | 21,798 | D | ||||||||
| Common Stock | 12/22/2025 | S | 35,570 | D | $48.3753(1) | 19,208 | I | By Hanson Family Trust dated 06/14/2005(2) | ||
| Common Stock | 12/23/2025 | S | 19,208 | D | $48.4012(3) | 0 | I | By Hanson Family Trust dated 06/14/2005(2) | ||
| Common Stock | 5,552 | I | By April L. Hanson IRA(4) | |||||||
| Common Stock | 2,515 | I | By Crescentridge 401K Plan(5) | |||||||
| Common Stock | 16,720 | I | By Defined Benefit Pension Plan(6) | |||||||
| Common Stock | 729 | I | By Spouse's Crescentridge 401K Plan(7) | |||||||
| Common Stock | 4,869 | I | By JTH Holdings LLC DBPP(6) | |||||||
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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 | ||||||||
| OP Units(8) | (9) | (9) | (9) | Common Stock | 1,268,643 | 1,268,643 | I | By AHI Group Holdings, LLC(10) | |||||||
| Explanation of Responses: |
| 1. This transaction was executed in multiple trades at prices ranging from $48.2950 to $48.5700, inclusive. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares sold at each separate price within the range set forth herein. |
| 2. The reported shares are held directly by Jeffrey T Hanson and April L Hanson Family Trust dated 06/14/2005, and indirectly by Mr. Hanson and April L. Hanson, Trustees. April L. Hanson is the wife of the reporting person. |
| 3. This transaction was executed in multiple trades at prices ranging from $47.9800 to $48.5496, inclusive. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares sold at each separate price within the range set forth herein. |
| 4. The reported shares are owned by April L. Hanson through her investment retirement account. |
| 5. The reported shares are owned by Mr. Hanson through his Crescentridge Inc. 401(k) plan. |
| 6. The reported shares are held directly in a defined benefit pension plan, of which Mr. Hanson serves as Trustee. |
| 7. The reported shares are owned by April L. Hanson through her Crescentridge Inc. 401(k) plan. |
| 8. Represents units of limited partnership interest in American Healthcare REIT Holdings, LP, the Issuer's operating partnership (each unit, an "OP Unit"). |
| 9. The holder of the OP Units has the right to require American Healthcare REIT Holdings, LP, to redeem part or all of the OP Units for cash, based upon the value of an equivalent number of shares of the Issuer's common stock at the time of the redemption or, at the Issuer's election, shares of the Issuer's common stock on a one-for-one basis, subject to certain adjustments and the restrictions on ownership and transfer of the Issuer's stock set forth in its charter. |
| 10. These OP Units are held directly by AHI Group Holdings, LLC, which is owned and controlled by Mr. Hanson (the reporting person), Danny Prosky (the Issuer's Chief Executive Officer, President and a director), and Mathieu B. Streiff (one of the Issuer's non-executive directors). Mr. Hanson disclaims beneficial ownership over these OP Units, except to the extent of his pecuniary interest therein. |
| Remarks: |
| Mr. Hanson has determined to report the OP Units held directly by AHI Group Holdings, LLC, on his Section 16 reports for transparency and consistency with other public disclosures. Mr. Hanson continues to disclaim beneficial ownership over the reported OP Units. |
| /s/ JEFFREY T. HANSON | 12/29/2025 | |
| ** 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. | ||