Form 4: American Healthcare REIT Director Sells Shares

American Healthcare REIT Director Jeffrey T Hanson sold 20,010 shares of common stock for approximately $49.68 per share.

Summary

• Jeffrey T Hanson, a Director of American Healthcare REIT, Inc. (AHR), sold 20,010 shares of common stock.
• The transaction occurred on November 10, 2025, at a weighted average price of $49.6804 per share, totaling approximately $993,094.
• The sale was executed pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged transaction.
• Following the sale, Mr. Hanson directly owns 21,798 shares of common stock.
• Mr. Hanson also holds various indirect interests, including 54,778 shares via the Hanson Family Trust, 5,552 shares via April L. Hanson IRA, 2,515 shares via his Crescentridge 401K Plan, 16,720 shares via a Defined Benefit Pension Plan, 729 shares via his spouse's Crescentridge 401K Plan, and 4,869 shares via JTH Holdings LLC DBPP.
• Additionally, Mr. Hanson indirectly holds 1,268,643 OP Units through AHI Group Holdings, LLC, and disclaims beneficial ownership over these units except to the extent of his pecuniary interest, reporting them for transparency.

Sentiment

Score: 3

Explanation: The sale of a significant number of shares by a director, even if pre-planned under a 10b5-1 plan, is generally perceived as a negative indicator by the market.

Positives

• The transaction was executed under a Rule 10b5-1(c) plan, which suggests the sale was pre-scheduled and not based on immediate, non-public information.

Negatives

• A director selling a significant number of shares (20,010 shares for nearly $1 million) can be perceived negatively by the market, potentially signaling a lack of confidence or a need for personal liquidity.

Future Outlook

NA

Management Comments

• "This transaction was executed in multiple trades at prices ranging from $49.5300 to $49.8400, 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."
• "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, except to the extent of his pecuniary interest therein."

Industry Context

This filing reports an individual insider transaction and does not provide broader industry context or trends for the healthcare REIT sector.

Related Party Transactions

• The 1,268,643 OP Units are held 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). This constitutes a related party holding.

Stakeholder Impact

• Shareholders: May interpret the director's sale as a negative signal, potentially leading to downward pressure on the stock price.
• Management: The sale by a director could raise questions internally about confidence, though the 10b5-1 plan provides a standard explanation.

Key Dates

Recommendation

While a director's sale can be a negative signal, the transaction was pre-planned under a Rule 10b5-1 plan, which mitigates the immediate negative interpretation. Without further information on the company's fundamentals or other market factors, a 'hold' recommendation is appropriate, advising investors to monitor future developments rather than making an immediate buy or sell decision based solely on this insider transaction.

Keywords

American Healthcare REIT, AHR, Jeffrey T Hanson, Director, Insider Sale, Form 4, Stock Sale, Beneficial Ownership, OP Units, Rule 10b5-1