Prosky Danny 4

What Happened
Danny Prosky, a director of American Healthcare REIT, had 31,846 performance-based restricted stock units (PRSUs) vest on March 12, 2026. The PRSUs converted into 31,846 shares of AHR common stock; the issuer withheld 17,181 of those shares to satisfy the Reporting Person’s tax withholding obligations, generating $907,157 at $52.80 per share. The remaining net shares issued to the holder were 14,665 (31,846 vested − 17,181 withheld). The PRSUs were originally granted April 3, 2023 under the company’s 2015 Incentive Plan and were confirmed to have met performance goals on March 12, 2026.

Key Details

• Transaction date: March 12, 2026 (Form 4 filed March 16, 2026 — filing is timely).
• Vesting: 31,846 PRSUs converted into 31,846 shares (derivative exercise/conversion).
• Tax withholding: 17,181 shares withheld and disposed at $52.80 per share, producing $907,157.
• Net shares received: 14,665 shares after withholding.
• Ownership: Reported shares are held directly by Danny & Zohar Prosky Family Rev Trust UA DTD 08/16/2011 (indirectly by Danny and Zohar Prosky).
• Grant and vesting: PRSUs granted without cash consideration on April 3, 2023; performance goals met and PRSUs vested in full on March 12, 2026 (footnotes F1–F4).
• Reporting note: Prosky is on a medical leave and is not serving as CEO/President but continues to serve as a director (remark in filing).

Context
This was not an open-market sale by the insider but a standard tax-withholding transaction tied to PRSU vesting (issuer withheld shares to cover taxes). Such withholding disposals are routine and do not necessarily indicate a change in the insider’s view of the company.