PEAY BRIAN 4

What Happened

• Brian Peay, Chief Financial Officer of American Healthcare REIT (AHR), had 6,768 restricted stock units (RSUs convert/“exercise or conversion” of a derivative) convert into common shares on April 6, 2026. The issuer withheld 3,654 of those shares to satisfy tax withholding obligations; the withheld shares were valued at $48.09 each, totaling $175,721.
• Net shares delivered to the reporting trust from this vesting event were 3,114 (6,768 converted minus 3,654 withheld). This is a routine tax-withholding sale associated with RSU vesting rather than an open-market sale or discretionary sale by the insider.

Key Details

• Transaction date: April 6, 2026; Form 4 filed April 8, 2026 (timely).
• Conversion/exercise (code M): 6,768 RSUs converted into shares.
• Tax withholding (code F): 3,654 shares withheld at $48.09 each = $175,721.
• Net shares retained after withholding: 3,114 (based on conversion minus withheld).
• Reported ownership: shares are held directly by the Brian and Kristen Peay 2007 Trust DTD 06/26/2007 and indirectly by Mr. and Mrs. Peay (see footnote).
• Footnotes: RSUs convert 1:1 to common stock; these were time-based RSUs awarded April 3, 2023 that vest ratably in 2024, 2025 and 2026.

Context

• This was a vesting event for previously granted RSUs, not a cash purchase or voluntary open-market sale. The withholding of shares to cover taxes is a common, administrative action and does not necessarily indicate a buy/sell signal.
• For derivative transactions: “M” indicates exercise/conversion of a derivative (here, RSUs converting into common stock); “F” indicates shares withheld to cover tax obligations.