Form 4: Director Hanson Sells AHR Shares Under 10b5-1 Plan

American Healthcare REIT Director Jeffrey T. Hanson reported the sale of 54,778 shares of common stock in late December 2025, executed under a Rule 10b5-1 plan.

Summary

• Jeffrey T. Hanson, a Director of American Healthcare REIT, Inc. (AHR), reported sales of common stock on December 22 and 23, 2025.
• On December 22, 2025, 35,570 shares were sold directly at a weighted average price of $48.3753 per share.
• On December 23, 2025, 19,208 shares were sold indirectly through the Hanson Family Trust at a weighted average price of $48.4012 per share.
• These transactions were executed pursuant to a Rule 10b5-1(c) plan, indicating a pre-scheduled sale.
• Following these sales, Mr. Hanson directly holds 21,798 shares of common stock.
• Indirect holdings include 5,552 shares via April L. Hanson IRA, 2,515 shares via Mr. Hanson's Crescentridge 401(k) plan, 16,720 shares via a Defined Benefit Pension Plan, 729 shares via Spouse's Crescentridge 401(k) Plan, and 4,869 shares via JTH Holdings LLC DBPP.
• Mr. Hanson also indirectly holds 1,268,643 OP Units in American Healthcare REIT Holdings, LP, through AHI Group Holdings, LLC, which are convertible to common stock on a one-for-one basis or redeemable for cash. He disclaims beneficial ownership over these OP Units except for his pecuniary interest.

Sentiment

Score: 4

Explanation: The sale of a significant number of shares by a director, even if pre-planned, can be perceived as a mild negative signal by the market, suggesting a reduction in personal exposure to the company's equity. However, the existence of a 10b5-1 plan mitigates the negative sentiment by indicating the sale was not based on new, non-public information.

Positives

• The sales were conducted under a Rule 10b5-1 plan, indicating a pre-scheduled transaction rather than a reaction to immediate negative news, which can mitigate negative market perception.

Negatives

• A director selling a significant number of shares (54,778 shares in total) could be perceived as a mild negative signal by the market, even if pre-planned, as it reduces the insider's direct equity exposure.

Future Outlook

NA

Management Comments

• 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 insider transaction, which is a routine disclosure for publicly traded companies. It does not inherently reflect broader industry trends but provides insight into an individual director's portfolio management within the healthcare REIT sector.

Related Party Transactions

• Jeffrey T. Hanson, a director, indirectly holds 1,268,643 OP Units through AHI Group Holdings, LLC, which is also owned and controlled by Danny Prosky (CEO, President, and Director) and Mathieu B. Streiff (non-executive director). While Mr. Hanson disclaims beneficial ownership except for his pecuniary interest, this represents a significant holding by a related entity involving multiple key management personnel.

Stakeholder Impact

• Shareholders: The sale of shares by a director, even if pre-planned, might lead to questions about management's confidence or personal financial strategy. However, the remaining significant indirect holdings, including OP Units, suggest continued alignment.
• Employees, Customers, Suppliers, Creditors: Unlikely to have a direct impact from this specific insider transaction.

Key Dates

Recommendation

While the sale of shares by a director can sometimes be a negative signal, the fact that it was executed under a Rule 10b5-1 plan suggests it was a pre-scheduled financial planning event rather than a reaction to adverse company-specific news. Mr. Hanson retains significant indirect exposure through OP Units and other holdings. Given the routine nature of such pre-planned sales and the absence of other material information, a 'hold' recommendation is appropriate, advising investors to maintain their current position while monitoring future company developments and broader market conditions.

Keywords

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