Foster Mark E. 4

What Happened Mark E. Foster, Executive Vice President, General Counsel & Secretary of American Healthcare REIT (AHR), had time‑based RSUs vest on March 25, 2026 and converted those RSUs into common shares. A total of 11,108 vested shares were converted (7,435 + 3,673). Of those, 5,652 shares were withheld by the issuer to satisfy tax obligations (disposals valued at $182,530 and $90,179), and 2,000 shares were sold in the open market under a Rule 10b5‑1 plan for $48.55 per share, generating $97,100. The filing also reports a new award of 6,510 time‑based RSUs granted on March 25, 2026 that vest in future years.

Key Details

• Transaction date: March 25, 2026; Form 4 filed March 27, 2026 (timely within the 2‑business‑day window).
• Open‑market sale: 2,000 shares @ $48.55 = $97,100 (sold pursuant to a 10b5‑1 plan adopted Dec 19, 2025).
• Tax withholding (share‑for‑tax): 3,783 shares @ $48.25 = $182,530 and 1,869 shares @ $48.25 = $90,179 (shares withheld by issuer to satisfy tax obligations on RSU vesting).
• RSU conversions: 7,435 and 3,673 shares converted from prior RSU awards (total 11,108 vested on 3/25/2026).
• New award: 6,510 time‑based RSUs granted 3/25/2026 (vest ratably March 10, 2027, 2028, 2029).
• Implied net shares retained from this vesting event: ~3,456 shares (11,108 vested − 5,652 withheld − 2,000 sold).
• Filing notes: F1–F6 describe RSU conversions, withholding for taxes, prior award dates, 10b5‑1 plan, and the new award vesting schedule.

Context

• These transactions are primarily vesting‑related: RSUs converted to stock, with some shares withheld to cover taxes (code F) and a small open‑market sale (code S) executed under a preexisting 10b5‑1 plan. This is not an outright purchase (P) or a gift (G).
• Tax withholding and immediate sales on vesting are routine forms of settlement and do not by themselves indicate the insider’s view on the company’s prospects. The new 6,510 RSU award vests over future years, subject to continued employment.