8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): July 20, 2026

    

American Healthcare REIT, Inc.

(Exact name of Registrant as Specified in Its Charter)


Maryland	001-41951	47-2887436
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

18191 Von Karman Avenue, Suite 300
Irvine, California		92612
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 949 270-9200

    

     Not Applicable

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	AHR	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officer; Compensatory Arrangements of Certain Officers.

Chief Executive Officer Transition

On July 20, 2026, Danny Prosky notified American Healthcare REIT, Inc. (the “Company”) of his decision to retire as Chief Executive Officer and President of the Company, effective as of July 21, 2026. Mr. Prosky will continue to serve as a member of the board of directors of the Company (the “Board”), and will commence participation in the Company’s non-employee director compensation program following such retirement.

In connection with Mr. Prosky’s retirement, he will be entitled to receive benefits in accordance with Section 3.3 of the American Healthcare Opps Holdings, LLC Executive Severance and Change in Control Plan (the “Severance Plan”), a copy of which is attached as Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 25, 2022.

In addition, the Company, American Healthcare Opps Holdings, LLC and Mr. Prosky entered into a release of claims agreement, dated July 21, 2026, in favor of the Company and its affiliates (the “Release Agreement”), pursuant to which Mr. Prosky will be entitled to receive (i) in acknowledgment of the expenses that Mr. Prosky is expected to incur with respect to continuation coverage under the Company’s medical plans, a lump sum payment of $35,000, and (ii) accelerated vesting of the unvested portion of his Restricted Stock Award Agreement, granted as of February 9, 2024, and which was scheduled to vest on February 9, 2028.

The material terms of the Release Agreement are qualified in their entirety by the Release Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

On July 21, 2026, the Board appointed Jeffrey Hanson, who has been serving as the Company’s Interim Chief Executive Officer and President since February 3, 2026, to succeed Mr. Prosky as Chief Executive Officer of the Company, effective July 21, 2026. He will also continue to serve as Chairman of the Board. Biographical information for Mr. Hanson may be found in the Company’s Definitive Proxy Statement relating to the Company’s 2026 Annual Meeting of Stockholders filed with the SEC on April 9, 2026.

In connection with Mr. Hanson’s promotion, upon the recommendation of the Compensation Committee of the Board (the “Compensation Committee”), the Board approved the following compensation terms for Mr. Hanson: (i) an annual base salary of $965,000; (ii) a target annual bonus opportunity equal to 160% of Mr. Hanson’s annualized base salary; (iii) a grant of time-based restricted stock units (“RSUs”) with a grant date fair value of $2,072,534, which are scheduled to vest in three equal annual installments on the first three anniversaries of July 21, 2026; (iv) a grant of performance-based RSUs with a grant date fair value of $2,072,534, subject to cliff-vesting on December 31, 2028 based upon the satisfaction of applicable performance conditions consistent with the corporate performance goals approved for the Company’s named executive officers for the performance period beginning on January 1, 2026 and ending on December 31, 2028; and (v) eligibility for severance benefits in the event Mr. Hanson’s employment is terminated in connection with a change in control of the Company under Section 3.2 of the Severance Plan. Vesting of the promotion equity grants is subject to Mr. Hanson remaining as an executive officer or director of the Board through the applicable vesting dates. In addition, in connection with Mr. Hanson’s promotion, the Compensation Committee clarified that Mr. Hanson’s continued service as the Company’s permanent Chief Executive Officer will constitute continued service for purposes of determining the vesting of Mr. Hanson’s equity awards that he received on March 26, 2026 in connection with his appointment to the position of Interim Chief Executive Officer.

Promotion of Chief Operating Officer

On July 21, 2026, the Board appointed the Company’s current Chief Operating Officer, Gabe Willhite, to the position of President and Chief Operating Officer, effective July 21, 2026. Biographical information for Mr. Willhite may be found in the Company’s Definitive Proxy Statement relating to the Company’s 2026 Annual Meeting of Stockholders filed with the SEC on April 9, 2026. In connection with Mr. Willhite’s promotion, he will be entitled to receive: (i) an increase in cash compensation of $100,000; (ii) an increase in target cash bonus to 125% of annualized base compensation; (iii) a grant of time-based RSUs with a grant date fair value of $347,840, which are scheduled to vest in three equal annual installments on the first three anniversaries of March 10, 2026; and (iv) a grant of performance-based RSUs with a grant date fair value of $347,840, subject to cliff-vesting on December 31, 2028 based upon the satisfaction of applicable performance conditions consistent with the corporate performance goals approved for the Company’s named executive officers for the performance period beginning on January 1, 2026 and ending on December 31, 2028.

Appointment of Lead Independent Director

On July 21, 2026, the Board appointed Scott A. Estes, a current non-employee director of the Company, as Lead Independent Director, effective July 21, 2026. In connection with such appointment, Mr. Estes will receive an additional annual cash retainer of $40,000. Biographical information for Mr. Estes may be found in the Company’s Definitive Proxy Statement relating to the Company’s 2026 Annual Meeting of Stockholders filed with the SEC on April 9, 2026.

Item 7.01 Regulation FD Disclosure.

On July 22, 2026, we issued a press release relating to the matters described in Item 5.02 above. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information contained in this Item 7.01, including Exhibit 99.1, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description
10.1		Release of Claims Agreement, dated July 21, 2026, by and among, American Healthcare REIT, Inc., American Healthcare Opps Holdings, LLC and Danny Prosky
99.1		American Healthcare REIT, Inc. Press Release, July 22, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			American Healthcare REIT, Inc.

Date:	July 22, 2026	By:	/s/ Jeffrey T. Hanson
			Name: Jeffrey T. Hanson Title: Chief Executive Officer

Exhibit 10.1

GENERAL RELEASE

American Healthcare Opps Holdings, LLC (the “Company”), and Danny Prosky (“Employee”) hereby enter into this General Release in connection with Employee’s termination of his employment with the Company (this “Agreement”):

Employee’s employment with the Company was terminated effective July 21, 2026 (the “Termination Date”). Employee was paid his normal wages through and including July 21, 2026, as well as all accrued and unused vacation time.

Employee represents that he is signing this Agreement voluntarily and with a full understanding of and in agreement with its terms.

Employee and the Company acknowledge and agree that, in addition to the amounts set forth in Section 3.3 of the American Healthcare Opps Holdings, LLC Executive Severance and Change in Control Plan (the “Severance Plan”), in consideration for Employee’s execution and non-revocation of this Agreement:

3.1.

Subsidy Payment. In acknowledgment of the expenses that Employee is expected to incur with respect to continuation coverage under the Company’s medical plans, the Company (or a parent or subsidiary thereof) will pay to Employee, within thirty (30) days following Employee’s execution of this Agreement and completion of the applicable non-revocation period, a lump sum cash payment of $35,000 (the “Subsidy Payment”).

3.2.

Accelerated Vesting of Restricted Stock. Employee entered into a Restricted Stock Award Agreement with American Healthcare REIT, Inc. (“AHR”) dated as of February 9, 2024, pursuant to which Employee was granted 222,222 shares of AHR common stock, subject to time-based vesting conditions (the “IPO Restricted Stock”). As of the Termination Date, 50% of the shares of IPO Restricted Stock vested, while the remaining 50% remains unvested (such unvested IPO Restricted Stock, the “Unvested Stock”). In consideration for Employee’s execution and non-revocation of this Agreement, the portion of the Unvested Stock that is not otherwise scheduled to vest in accordance with Section 3.3 of the Severance Plan shall become fully vested, effective upon the completion of the non-revocation period of the Agreement without revocation by Employee (the “Accelerated Vesting”).

Employee’s Initials

/s/ DP

a. Employee understands that, notwithstanding the termination of Employee’s employment, he is obligated to maintain confidential any and all privileged, confidential, and/or proprietary information of the Company, including but not limited to client lists, attorney work product, billing rates, budgets, client documents, or other confidential or proprietary Company or client information to which Employee had access in the performance of his job duties. Employee acknowledges and agrees to abide by the obligations under that letter agreement included as an exhibit to the Severance Plan.

b. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Employee (or Employee’s attorney) from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving other disclosures to a governmental or regulatory entity concerning suspected violations of the law, in each case without receiving prior authorization from or having to disclose any such conduct to the Company, or from responding if properly subpoenaed or otherwise required to do so under applicable law. Nothing in this Agreement shall be construed to affect the Equal Employment Opportunity Commission’s (“Commission”), National Labor Relations Board’s, the Occupational Safety and Health Administration’s, and the Securities and Exchange Commission’s, or any federal, state, or local governmental agency or commission’s (“Governmental Agencies”) or any state agency’s independent right and responsibility to enforce the law, nor does this Agreement affect Employee’s right to file a charge or participate in an investigation or proceeding conducted by either the Commission or any such Governmental Agency, although this Agreement does bar any claim that Employee might have to receive monetary damages in connection with any Commission or Governmental Agency proceeding concerning matters covered by this Agreement. This Agreement does not limit Employee’s right to receive an award or bounty for information provided to any Governmental Agencies, including under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”). Nothing in this Agreement prohibits Employee from testifying in an administrative, legislative or judicial proceeding regarding alleged criminal conduct or sexual harassment, when Employee has been required or requested to attend a proceeding pursuant to court order, subpoena, or written request from an administrative agency or the legislature. Moreover, nothing in this Agreement prevents the disclosure of factual information relating to claims of sexual assault, sexual harassment, harassment or discrimination based on sex, failure to prevent harassment or discrimination based on sex or retaliation against a person for reporting an act of harassment or discrimination based on sex, as those claims are defined under the California Fair Employment and Housing Act, to the extent the claims are filed in a civil or administrative action, and to the extent such disclosures are protected by law. Finally, nothing in this Agreement shall be construed to prohibit Employee from engaging in protected concerted activity under

Employee’s Initials

/s/ DP

the National Labor Relations Act for the purpose of collective bargaining or other mutual aid or protection, including, without limitation, (i) making disclosures concerning this Agreement in aid of such concerted activities, (ii) filing unfair labor practice charges, (iii) assisting others who are filing such charges, and (iv) cooperating with the investigative process of the National Labor Relations Board or other government agencies.

Employee, for himself or herself and his or her heirs, successors and assigns, does hereby release, acquit and forever discharge the Company, its parent company, AHR, and each of the Company’s and AHR’s former and/or current owners, executives, partners, managers, attorneys, employees, agents, and related affiliates, parents, subsidiaries, or sister companies and their former and/or current owners, partners, executives, managers, attorneys, employees, and/or agents (collectively the “Released Parties”), from any and all claims, actions, charges, complaints, causes of action, rights, demands, debts, damages or accountings of whatever nature, whether known or unknown, which he or she or his or her heirs may have against the Released Parties based on any actions or events which occurred prior to the date he or she executes this Agreement, including but not limited to, those related to, or arising from, Employee’s separation from the Company and/or arising under the Severance Plan. This includes, but is not limited to, a release of all rights arising out of alleged violations of any contracts, express or implied, any covenant of good faith and fair dealing, express or implied, any tort, any public policy or any federal, state or other governmental statute, regulation or ordinance, and any amendments thereto (such as, but not limited to, the Fair Employment and Housing Act, Title VII, the Fair Credit Reporting Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the California Family Rights Act, the Consumer Credit Reporting Agencies Act, the California Labor Code and governing Industrial Welfare Commission Wage Order, and/or all other laws governing persons in the State of California) (hereinafter collectively, “Claim” or “Claims”) from the beginning of time to the date of execution hereof to the fullest extent permitted by state and federal law. Employee further agrees to waive Employee’s right to any monetary or equitable recovery in connection with any federal, state, or local administrative agency’s investigation into any claims arising out of or related to his or her employment with and/or separation from employment with the Company to the fullest extent permitted by law. Execution of this Agreement does not bar any claim that arises hereafter, including (without limitation) a claim for breach of this Agreement, any claim to indemnity under section 2802 of the California Labor Code, or any other claim that by law may not be released.

It is further understood and agreed, and Employee acknowledge that Employee has been advised by legal counsel that as a condition of this Agreement, all rights under Section 1542 of the Civil Code of the State of California are expressly waived by Employee. Such Section reads as follows:

Employee’s Initials

/s/ DP

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the Release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

Notwithstanding the provision of Section 1542, and for the purpose of implementing a full and complete release and discharge of the Released Parties, Employee expressly acknowledges that this Agreement is intended to include and does include in its effect, without limitation, all claims which Employee does not know or suspect to exist in Employee’s favor against the Released Parties, on the date Employee executes this Agreement, and that this Agreement expressly contemplates the extinguishment of all such claims.

Employee hereby knowingly and voluntarily waives and releases all rights and claims, known and unknown, arising under the Age Discrimination in Employment Act of 1967 (“ADEA”), as amended, which he might otherwise have had against the Released Parties regarding any aspect of his employment, including the termination of his employment, up to the date he executes this Agreement. This waiver and release does not cover rights or claims that arise after the date this Agreement is signed by Employee.

7.1.

Employee was given a copy of this Agreement on July 21, 2026, and was informed that he had 21 calendar days to consider this Agreement and that if he signs this Agreement before the end of such 21-day period, he will have done so voluntarily and with full acknowledgment that he is waiving his right to have 21 days to consider this Agreement before signing it.

7.2.

Employee was informed that he has seven (7) days following the date of the execution of this Agreement in which to revoke in writing the release of rights or claims that he may have arising under the ADEA. Any revocation must be in writing and must be received by the Company (to the attention of Mark E. Foster, Executive Vice President, General Counsel) during the seven-day revocation period. In the event that Employee exercises his right of revocation, all releases relating to or under the ADEA and obligations by the Company under this Agreement shall become null and void.

7.3.

Nothing in this Agreement prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless specifically authorized by federal law.

Employee’s Initials

/s/ DP

7.4.

In the event that Employee exercises his right of revocation, the release of his rights under the ADEA shall become null and void. Employee’s revocation rights shall extend only to his rights under the ADEA and no other rights released by this Agreement. If Employee does not advise the Company (by a writing received by the Company’s General Counsel) within such seven-day period of his intent to revoke the Agreement, Employee has waived his right to revoke the Agreement and the ADEA release will become effective on the eighth day following Employee’s execution and delivery to the Company of the Agreement (the “ADEA Effective Date”).

7.5.

Employee has voluntarily chosen to enter into this Agreement and has not been forced to sign it in any way.

Except as required in connection with Employee’s continued service to the Company as a member of the Board of Directors or as otherwise approved by the General Counsel of the Company, Employee agrees to return all Company property (keys, badges, access cards, etc.) provided and/or issued to him no later than the date of the execution of this Agreement to the extent Employee has not already done so.

This Agreement contains all the terms, promises, representations, and understandings made between the parties and supersedes any previous representations, understandings, or agreements between them. Employee understands that he or she is waiving legal rights by signing this Agreement, and that he has been advised to consult, and has consulted, with an attorney and/or other persons to the full extent he wanted to do so before signing this Agreement. For the avoidance of doubt, Employee acknowledges that he is not entitled to any amounts other than the amounts due under Section 3.3 of the Severance Plan, Subsidy Payment and the Accelerated Vesting.

10.

Any dispute regarding the validity or terms of this Agreement or any aspects of Employee’s employment or his separation from employment with the Company, including but not limited to any claim under federal or state law prohibiting discrimination and harassment, and any other disputes between the parties shall be resolved by a judicial arbitrator selected in accordance with the procedures of the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) in Orange County, California, as the exclusive remedy for any such dispute.

11.

This Agreement shall be governed by and construed in accordance with the laws of the State of California.

12.

The provisions of this Agreement are severable, and if any part of it is found to be unenforceable, the other provisions shall remain fully valid and enforceable. This Agreement shall survive the termination of any arrangements contained herein.

Employee’s Initials

/s/ DP

13.

The effective date of this Agreement shall be the date signed by Employee below except as to the ADEA waiver which shall become effective on the ADEA Effective Date.

[Signature page follows]

Employee’s Initials

/s/ DP

COMPANY

AMERICAN HEALTHCARE OPPS HOLDINGS, LLC,

a Delaware limited liability company

By: /s/ Mark E. Foster
Mark E. Foster, Authorized Signatory

EMPLOYEE

Danny Prosky

Signature: /s/ Danny Prosky

Name: Danny Prosky

Date signed: 7/21/26

Exhibit 99.1

American Healthcare REIT Announces Leadership Appointments

Jeff Hanson Named CEO; Gabe Willhite Elevated to President; Danny Prosky Retires as CEO, Continues as Director; Scott Estes Named Lead Independent Director

IRVINE, Calif., July 22, 2026 – American Healthcare REIT, Inc. (NYSE: AHR) (the “Company”) today announced leadership appointments that build on a decade of stability while accelerating the Company’s focus on platform-enhancing strategies as it enters its next phase of growth and value creation for stockholders.

Effective immediately:

•

Jeff Hanson has been named the Company’s Chief Executive Officer, while he continues in his role as Chairman of the Board.

•

Gabe Willhite has been elevated to President, in addition to his ongoing role as Chief Operating Officer.

•

Danny Prosky, who had served as President and Chief Executive Officer since the Company’s formation, has retired from his executive role and continues to serve as a member of the Board of Directors and as an advisor to the management team.

•

Scott Estes, an independent member of the Board of Directors, has been appointed Lead Independent Director.

Hanson had served as Interim Chief Executive Officer since February 2026, when Prosky began a medical leave of absence following a serious health event. After thoughtful consideration, Prosky has elected to step back from day-to-day executive responsibilities. The Board of Directors has appointed Hanson, a co-founder of the Company who has served as Chairman of the Board since its formation, to continue in the Chief Executive Officer role.

“In light of Danny’s decision to retire following a remarkable recovery and a tremendous 35-year career marked by excellence at every turn, I am honored to serve the Company as CEO, and I do so with great confidence in the depth of leadership we have established across this organization,” Hanson said. “Danny, Mathieu Streiff and I built this platform together over the past two decades, and Danny’s extraordinary leadership leaves an indelible mark for which we are profoundly grateful. His continued involvement as a director and trusted advisor is deeply appreciated by our Board of Directors and every employee of American Healthcare REIT.”

“Although my recovery has gone exceedingly well, I am fortunate that AHR’s depth gives me the flexibility to prioritize my family at this stage of my life. This Company is strong, the strategy is delivering industry-leading results, and the senior leadership team is exceptional,” Prosky said. “I remain fully engaged as a director and advisor to the executive management team, and I am deeply grateful to our employees, our operating partners, our Board of Directors and our shareholders for their trust over so many years.”

Willhite has been with the Company and its predecessors since 2016, when he joined as Senior Vice President, Assistant General Counsel. He was promoted to Executive Vice President, General Counsel in 2020 and then to Chief Operating Officer in 2022.

“Gabe’s elevation to President recognizes a decade of consistent performance and enterprise leadership. He has earned the confidence of our Board, the senior management team, and our key partners,” said Hanson. “His expanded role positions him to take on broader operational responsibility, specifically focused on strategies to further scale the platform. While we are proud of what this team has built, we remain focused on ensuring that the best version of this company is ahead of us.”

Willhite added: “I am honored by the Board’s confidence and am grateful for the opportunity to serve the Company in this expanded role. We are in the early stages of a generational investment opportunity in the senior housing sector, and I am excited to help lead the Company through such a dynamic and transformative period.”

Lead Independent Director Appointment

The Board of Directors has appointed Scott Estes, who has served as an independent director of the Company since August 2022 and Chair of the Audit Committee since June 2023, as Lead Independent Director. Estes is the former Chief Financial Officer of Welltower Inc. (NYSE: WELL), where he served from 2006 to 2017 and led capital markets activity that raised more than $24 billion in equity and unsecured debt capital. He also currently serves as Chairman of the Board of Essential Properties Realty Trust (NYSE: EPRT) and as a member of the Board of Trustees and Audit Committee Chair of JBG SMITH Properties (NYSE: JBGS). Estes’ appointment as Lead Independent Director is an acknowledgment of his exemplary leadership and reflects the Company’s continued commitment to strong corporate governance.

“This transition reflects thoughtful planning and the strength of leadership that has been built,” Estes said. “Since I joined the Board in 2022, I have been extraordinarily impressed with the results delivered by AHR’s senior management and their strategic vision. The Board has full confidence in the team, and I look forward to supporting the continued execution of our business plan as Lead Independent Director.”

About American Healthcare REIT, Inc.

American Healthcare REIT, Inc. (NYSE: AHR) is a real estate investment trust that acquires, owns and operates a diversified portfolio of clinical healthcare real estate, focusing primarily on senior housing communities, skilled nursing facilities, and outpatient medical buildings across the United States, and in the United Kingdom and the Isle of Man.

SOURCE American Healthcare REIT, Inc.

Investor Contact:

Alan Peterson

VP, Investor Relations & Finance

(949) 270-9200

[email protected]

Media Contact:

Damon Elder

Spotlight Marketing Communications

(949) 427-1377

[email protected]