AHR 8-K
American Healthcare REIT, Inc. (AHR)
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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.
On September 2, 2026, we announced the appointment of Aric Chang as our Chief Financial Officer, effective October 1, 2026, following the September 2, 2026 notification by Brian S. Peay of his decision to retire as Chief Financial Officer, effective September 30, 2026.
Aric Chang, age 47, has served as Chief Financial Officer, Real Estate at Public Storage (NYSE: PSA), an S&P 500 real estate company, since May 2023, where he has led teams spanning real estate and corporate finance, financial planning and analysis, investment underwriting and real estate data analytics. Mr. Chang’s career has spanned public and private markets since 2001. Prior to joining Public Storage in 2023, he held senior finance positions at multiple publicly traded real estate investment trust, or REITs, including Rexford Industrial Realty, Inc., an industrial REIT, where he served as Senior Vice President, Investor Relations and Capital Markets from August 2022 to April 2023, and Rouse Properties, Inc., a mall and retail REIT, where he managed corporate finance and debt restructuring from 2013 to 2015, prior to that company’s acquisition by Brookfield. From 2015 to August 2022, Mr. Chang served as Executive Director, Research & Strategy at J.P. Morgan Asset Management, a real estate investment platform managing over $80 billion of assets across multiple equity and debt strategies. Earlier in his career, he held senior REIT research roles at Green Street Advisors and Oak Hill REIT Management, a real estate long/short hedge fund sponsored by the Robert M. Bass family office. Mr. Chang holds a B.S. in Economics from the Wharton School at the University of Pennsylvania and an M.B.A. from Columbia Business School.
In connection with Mr. Chang’s appointment, following approval by our Board of Directors, or the Board, upon the recommendation of the Compensation Committee of the Board, or the Compensation Committee, we and Mr. Chang entered into an employment letter on September 2, 2026, or the Chang Offer Letter, memorializing the terms of his employment, which includes the following compensation elements: (i) an annual base salary of $500,000; (ii) a target annual bonus opportunity equal to 100% of Mr. Chang’s base salary, pro-rated based on his period of service during 2026; (iii) beginning in 2027, an annual long-term incentive award with a target grant date fair value of $1,000,000, delivered 50% in restricted stock units and 50% in performance-based restricted stock units and (iv) participation in the American Healthcare Opps Holdings, LLC Executive Severance and Change in Control Plan. Additionally, as an inducement for Mr. Chang to join our company, he will also receive a cash payment of $310,000, payable within 30 days following his start date. The description of the Chang Offer Letter is qualified in its entirety by the Chang Offer Letter attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
In order to support the transition of his duties, Mr. Peay will serve as a non-employee consultant from his retirement date through April 15, 2027, or the Consulting Period. Pursuant to the terms of a transition and separation agreement and general release between our company and Mr. Peay, dated September 2, 2026, or the Transition Agreement, as compensation for his services as a consultant and in exchange for a release of claims in favor of our company, Mr. Peay will receive a consulting payment equal to his base salary through the remainder of 2026, payout under our 2026 short-term incentive program equal to 150% of his 2026 base salary, accelerated vesting of 18,159 shares of restricted stock that were granted to Mr. Peay on February 9, 2024 and a payment of $45,000 as reimbursement for the expected health continuation premiums to be incurred by Mr. Peay under COBRA. In addition, Mr. Peay’s outstanding equity awards will continue to vest during the Consulting Period. The description of the Transition Agreement is qualified in its entirety by the Transition Agreement attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Mr. Peay’s decision to retire is not as a result of any disagreement with our company on any matter relating to our operations, policies or practices. There are no arrangements or understandings between Mr. Chang and any other persons pursuant to which he was selected as an officer of our company. There are no family relationships between Mr. Chang and any director or executive officer of our company and there are no transactions involving our company that would be required to report pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On September 2, 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. |
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Description |
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American Healthcare REIT, Inc. Press Release, September 2, 2026 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Certain information in this exhibit has been redacted pursuant to Item 601(a)(6) of Regulation S-K.
^ Certain information in this exhibit has been redacted pursuant to Item 601(a)(5) of Regulation S-K.
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.
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American Healthcare REIT, Inc. |
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Date: |
September 2, 2026 |
By: |
/s/ Jeffrey T. Hanson |
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Name: Jeffrey T. Hanson |
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Your target annual equity grants as part of the long-term incentive program is expected to be as follows: (a) on or before March 31, 2027, an award of AHR restricted stock units (“RSUs”) covering a number of shares of AHR’s common stock having a grant date value equal to no less than $500,000 (based upon AHR’s closing stock price on the grant date or, if the grant date is not a trading day, the immediately preceding trading day), with any resulting fraction rounded down to the nearest whole share of common stock, with the RSUs scheduled to vest in three equal annual installments on the first three anniversaries of the grant date; and (b) on or before March 31, 2027, a performance-based award of AHR restricted stock units (“PSUs”) covering a number of shares of AHR common stock having a grant date value equal to no less than $500,000 (based upon AHR’s closing stock price on the grant date or, if the grant date is not a trading day, the immediately preceding trading day), with any resulting fraction rounded down to the nearest whole share of common stock. The performance goals related to the PSUs shall be consistent with the corporate performance goals approved by the Committee for the performance period of January 1, 2027, through December 31, 2029. The RSUs and PSUs will be subject to the terms of the Plan and an award agreement thereunder, including with respect to vesting.
In addition to the compensation above, upon the commencement of your employment, you will be entitled to a cash payment of $310,000 which will be paid no later than 30 days after your start date.
As Chief Financial Officer, you will not accrue vacation time but will instead be permitted to take unlimited vacation, subject to business needs and the approval of the President and Chief Operating Officer. You will also be provided with paid sick leave in accordance with Company policy and applicable state law. You will be eligible for health and other benefits that will be made available through the Company. The benefits provided by the Company are set forth in an Employee Handbook and other materials that will be provided at the commencement of your employment with the Company. In addition, you will be designated as a participant in the Company’s Executive Severance and Change of Control Plan (the “Executive Severance Plan”). By signing this offer letter, you acknowledge that nothing in this letter prohibits the Company from terminating or modifying any of its compensation or benefits programs at any time.
As a Company employee, you will be expected to abide by AHR’s and the Company’s policies and procedures. Such policies may include, without limitation, stock ownership guidelines, clawback policies, insider trading policies and policies regarding hedging or pledging of AHR common stock.
You agree that you will not, without the written permission of the Company, disclose to any person or entity, or use, other than in connection with the Company's business, any confidential information that you develop or otherwise acquire in the course of your employment with the Company. Confidential information includes, but is not limited to: your work product, inventions, client information, trade secrets of the Company, or any other proprietary information related to the conduct of the Company's business, its financial data or plans, or the marketing of its services. You agree that upon termination of your employment with the Company, you will deliver to the Company any and all confidential information about the Company and/or its clients that you possess, and you will also deliver to the Company any and all Company property in your possession. Nothing in this agreement or any other Company policy or agreement is intended to prohibit you (with or without prior notice to the Company) from reporting to or participating in an investigation with a government agency or authority about a possible violation of law, or from making other disclosures protected by applicable whistleblower statutes.
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Further, by singing below, you represent and warrant that you are not restricted by any agreement concerning non-competition or other similar restraints that might impair your ability to perform the duties of your role. Further, you agree that you will not provide us with any information, documents or other materials of any kind that constitute confidential or proprietary information that are protected by confidentiality or similar non-disclosure provisions. By signing below, you acknowledge that we have not asked you for, nor will you provide, any such information.
OUR COMPANY ADHERES TO A POLICY OF EMPLOYMENT-AT-WILL WHICH ALLOWS EITHER PARTY TO TERMINATE THE EMPLOYMENT RELATIONSHIP AT ANY TIME FOR ANY REASON, WITH OR WITHOUT CAUSE OR NOTICE.
Please note that our offer is contingent on successful completion of standard hiring processes, including background check, drug screen, completion of form I-9 and signed Conditions of Employment agreement.
Except as provided in this letter, all terms and conditions of your employment are subject to the Company’s policies, as they may be amended from time to time. When you cease to be employed by the Company, you agree that for a period of one year following your date of termination, you will not solicit (either directly or indirectly) for employment any employees or independent contractors of the Company.
If you have any questions, concerning the above details, please feel free to call me. If you accept this position, please sign below and return to my attention within three (3) business days.
Thank you for your interest in our company.
Sincerely,
/s/ Jeffrey T. Hanson |
Jeffrey T. Hanson
Chief Executive Officer and Chairman
Agreed and acknowledged by:
/s/ Aric Chang |
Aric Chang
Date: |
9/2/2026 |
Exhibit 10.2
TRANSITION AND SEPARATION AGREEMENT AND GENERAL RELEASE
American Healthcare Opps Holdings, LLC (the “Company”), and Brian S. Peay (“Employee”) hereby enter into this Transition and Separation Agreement and General Release in connection with Employee’s termination of his employment with the Company (this “Agreement”):
Initial
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Date. Additional terms regarding the performance of the Consulting Services are set forth in Section 5, below.
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unvested (such unvested IPO Restricted Stock, the “Unvested Stock”). Of the Unvested Stock, 37,037 will vest on February 9, 2027, assuming the Consulting Services continue to be provided during the Consulting Period. In consideration for Employee’s execution and non-revocation of this Agreement and the performance of services during the Consulting Period, in addition to the shares that will become vested as of February 9, 2027, pursuant to Section 3.c. above, 18,519 shares of Unvested Stock shall become fully vested within thirty (30) days of the Termination Date (the “Accelerated Vesting”). All other Unvested Stock shall be forfeited as of the Termination Date.
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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 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.
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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 to any claims for indemnification and/or advancement of expenses arising under any indemnification agreement between Employee and the Company or under the bylaws, operating agreement, certificate of incorporation or other similar governing document of the Company or right to coverage for third party claims under the terms of any directors and officers liability insurance policy maintained by the Company, any right to vested benefits Employee may have, if any, as of the date hereof under any applicable “employee benefit plan” (within the meaning of the Employee Retirement Income Security Act of 1974, as amended) maintained by the Company, or any other claim that by law may not be released.
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
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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.
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necessary to postpone the commencement of any severance payments otherwise payable pursuant to this Agreement as a result of such separation from service to prevent any accelerated or additional tax under Section 409A, then the Company will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Employee) that constitute “nonqualified deferred compensation” under Section 409A until the first payroll date that occurs after the date that is six (6) months following Employee’s separation from service with the Company (as determined under Section 409A). If any payments are postponed pursuant to this Section, then such postponed amounts will be paid in a lump sum, without interest, to Employee on the first payroll date that occurs after the date that is six (6) months following Employee’s separation from service with the Company. If Employee dies during the postponement period prior to the payment of any postponed amount, such amount shall be paid to the personal representative of Employee’s estate within sixty (60) days after the date of Employee’s death.
[Signature page follows]
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COMPANY
AMERICAN HEALTHCARE OPPS HOLDINGS, LLC,
a Delaware limited liability company
By: |
/s/ Jeffrey T. Hanson |
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Jeffrey T. Hanson, Authorized Signatory |
EMPLOYEE
BRIAN S. PEAY |
Signature: |
/s/ Brian S. Peay |
Name: |
Brian S. Peay |
Date signed: |
9/2/2026 |
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Exhibit A
SUPPLEMENTAL RELEASE
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Exhibit 99.1
American Healthcare REIT Names Aric Chang Chief Financial Officer
Chang joins from Public Storage, strengthening capital allocation and finance leadership
as AHR scales its operating platform
Chang succeeds Brian Peay, who is retiring following a decade of notable leadership;
appointment effective October 1, 2026
IRVINE, Calif., Sept. 2, 2026 – American Healthcare REIT, Inc. (NYSE: AHR) (the “Company” or “AHR”) today announced that Aric Chang has been appointed Chief Financial Officer, effective October 1, 2026. Chang succeeds Brian Peay, who is retiring after 10 years as Chief Financial Officer. Peay will continue to serve in the role through September 30, 2026.
Chang joins AHR from Public Storage (NYSE: PSA), an S&P 500 real estate company, where he serves as Chief Financial Officer, Real Estate. Across more than two decades in real estate, Chang has built a distinctive combination of public company finance, investment and operating partner experience. His career includes senior roles across New York Stock Exchange-listed REITs, real estate private equity, and REIT research, underscoring the breadth of expertise he brings to AHR.
“AHR is building a company where disciplined capital allocation, leading senior housing operating capabilities, strategic asset management and a modern data and technology platform reinforce one another to drive better resident care outcomes, leading to sustainable growth and long-term value creation,” said Jeff Hanson, Chairman and Chief Executive Officer. “Aric’s combination of public company finance, investment and operating partner experience makes him exceptionally well suited to advance that strategy, and we are delighted to welcome him to AHR.”
Peay joined the Company in 2016 and served as Chief Financial Officer through a period of notable growth and accomplishments, including the Company’s listing on the New York Stock Exchange. “Brian has played an important role in AHR’s growth and evolution, and he leaves the Company in a position of strength, with a solid financial foundation for the opportunities ahead,” Hanson added. “On behalf of the Board of Directors and the entire Company, I want to thank Brian for his service, leadership and partnership to AHR, and we wish him and his family the very best in retirement.”
At Public Storage, Chang leads real estate and corporate finance, financial planning and analysis, investment underwriting and real estate data analytics. During his tenure, he has overseen approximately $16 billion of capital deployment across acquisitions, development, lending and mergers and acquisitions.
“The next phase of AHR’s value creation requires continued exceptional capital allocation, a rigorous capital markets strategy and a finance organization poised to support growth across market cycles,” said Gabe Willhite, President and Chief Operating Officer. “Aric brings all of those capabilities, together with a depth of investment and operating partner experience that is particularly relevant to our business model. His appointment reflects the caliber of leadership we are building across AHR as we position the Company for its next decade of growth and performance.”
Chang’s career has spanned public and private real estate markets since 2001. Before Public Storage, he held senior finance positions at New York Stock Exchange-listed REITs, including Rexford Industrial, where he served as Senior Vice President, Investor Relations and Capital Markets, and Rouse Properties, a mall and retail REIT, where he managed corporate finance and debt restructuring before the company’s acquisition by Brookfield. Earlier in his career, he held senior REIT research roles at Green Street Advisors and Oak Hill REIT Management.
At J.P. Morgan Asset Management, a major investment platform with more than $80 billion of real estate assets under management, Chang served as an Executive Director and a member of the real estate investment committee from 2015 to 2022. He was also the senior strategist for alternative property sectors, with responsibility for operator selection, joint venture relationships and fundraising.
“I am excited to join AHR at a pivotal point in the Company’s evolution,” Chang said. “AHR has built a differentiated healthcare real estate platform with meaningful scale and a strong operating foundation, positioning the Company for compounding value creation. I look forward to working with Jeff, Gabe, the Board and the broader leadership team to further strengthen the Company’s financial and capital allocation capabilities, support disciplined growth and enable AHR to create durable shareholder value.”
Chang holds a bachelor’s degree in economics from The Wharton School of the University of Pennsylvania and an MBA from Columbia Business School.
Chang will lead an experienced finance organization with substantial tenure at AHR, including Kenny Lin, Executive Vice President, Deputy Chief Financial Officer and Chief Accounting Officer; Charlynn H. Diapo, Senior Vice President, Accounting & Finance; and Alan Peterson, Vice President, Investor Relations & Finance.
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.
Forward-Looking Statements
Certain statements contained in this press release, including statements relating to the Company's expectations regarding its performance, growth, long-term value and strategy may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in those acts. Such forward-looking statements generally can be identified by the use of forward-looking terminology, such as “may,” “will,” “can,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” “possible,” “initiatives,” “focus,” “seek,” “objective,” “goal,” “strategy,” “plan,” “potential,” “potentially,” “preparing,” “projected,” “future,” “long-term,” “once,” “should,” “could,” “would,” “might,” “uncertainty” or other similar words. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Any such forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which the Company operates, and beliefs of, and assumptions made by, the Company's management and involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied therein, including, without limitation, changing macroeconomic conditions, domestic legal and fiscal policies, geopolitical conditions and other risks disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 27, 2026, and subsequent periodic reports filed with the Securities and Exchange Commission. Except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statements contained in this release.
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Investor Contact:
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(949) 270-9200
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