Foster Mark E. 4

What Happened

• Mark E. Foster, EVP, General Counsel & Secretary of American Healthcare REIT (AHR), had performance-based restricted stock units (PRSUs) vest in full on March 12, 2026, converting into 5,972 shares of AHR common stock. The PRSUs were granted without cash consideration on April 3, 2023 and vested after achievement of performance goals.
• To satisfy tax obligations, 3,222 of those shares were withheld by the issuer at an effective price of $52.80 per share, representing $170,122. The net shares received by Foster were 2,750 (5,972 vested − 3,222 withheld). The filing shows award/conversion activity (codes A and M) and tax withholding (code F).

Key Details

• Transaction date: March 12, 2026; Form 4 filed March 16, 2026 (timely).
• Award/vesting: 5,972 PRSUs converted into common shares (no cash paid; grant date Apr 3, 2023).
• Tax withholding: 3,222 shares withheld at $52.80 per share for $170,122 to satisfy withholding obligations.
• Net shares issued to insider: 2,750 shares.
• Footnotes: F1—each RSU converts to one share; F2—shares withheld to satisfy tax obligations; F3—PRSUs were performance-based, granted Apr 3, 2023, vested Mar 12, 2026.
• Shares owned after transaction: not specified in the filing.

Context

• This was a vesting of performance RSUs and a routine cashless tax-withholding (issuer withheld shares rather than selling on the open market); it is not an open-market sale or purchase signal. Such withholding transactions are common and primarily administrative, reflecting compensation vesting rather than a discretionary buy/sell decision.