11/10/2025 | Press release | Distributed by Public on 11/10/2025 20:05
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| OP Units(7) | (8) | (8) | (8) | Common Stock | 1,268,643 | 1,268,643 | I | By AHI Group Holdings, LLC(9) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Hanson Jeffrey T 18191 VON KARMAN AVE SUITE 300 IRVINE, CA 92612 |
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| /s/ JEFFREY T. HANSON | 11/10/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | This transaction was executed in multiple trades at prices ranging from $49.5300 to $49.8400, inclusive. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares sold at each separate price within the range set forth herein. |
| (2) | The reported shares are held directly by Jeffrey T Hanson and April L Hanson Family Trust dated 06/14/2005, and indirectly by Mr. Hanson and April L. Hanson, Trustees. April L. Hanson is the wife of the reporting person. |
| (3) | The reported shares are owned by April L. Hanson through her investment retirement account. |
| (4) | The reported shares are owned by Mr. Hanson through his Crescentridge Inc. 401(k) plan. |
| (5) | The reported shares are held directly in a defined benefit pension plan, of which Mr. Hanson serves as Trustee. |
| (6) | The reported shares are owned by April L. Hanson through her Crescentridge Inc. 401(k) plan. |
| (7) | Represents units of limited partnership interest in American Healthcare REIT Holdings, LP, the Issuer's operating partnership (each unit, an "OP Unit"). |
| (8) | The holder of the OP Units has the right to require American Healthcare REIT Holdings, LP, to redeem part or all of the OP Units for cash, based upon the value of an equivalent number of shares of the Issuer's common stock at the time of the redemption or, at the Issuer's election, shares of the Issuer's common stock on a one-for-one basis, subject to certain adjustments and the restrictions on ownership and transfer of the Issuer's stock set forth in its charter. |
| (9) | These OP Units are held directly by AHI Group Holdings, LLC, which is owned and controlled by Mr. Hanson (the reporting person), Danny Prosky (the Issuer's Chief Executive Officer, President and a director), and Mathieu B. Streiff (one of the Issuer's non-executive directors). Mr. Hanson disclaims beneficial ownership over these OP Units, except to the extent of his pecuniary interest therein. |
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Remarks: 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. |
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