AHR 8-K/A
American Healthcare REIT, Inc. (AHR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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. ☐
Explanatory Note
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officer; Compensatory Arrangements of Certain Officers.
On March 23, 2026, we and Mr. Hanson entered into an employment letter agreement, or the Employment Letter, with retroactive effect as of February 4, 2026, outlining the terms of Mr. Hanson’s service as our Interim Chief Executive Officer and President, or Interim CEO.
Pursuant to the terms of the Employment Letter, Mr. Hanson will serve as Interim CEO until the date on which he is removed from that position by our Board, and will also continue to serve as Chairman of the Board during this time. During his term of service as Interim CEO, he will receive a base salary of $70,666.67 per month, less applicable withholding. Mr. Hanson will also be entitled to receive an annual cash performance bonus opportunity for 2026 based on a target bonus opportunity of 120% of his annualized base salary, pro-rated for the portion of the year during which he serves as Interim CEO. In addition, the Employment Letter entitles Mr. Hanson to receive, on or before March 31, 2026, (i) an award of restricted stock units with a grant date value equal to no less than $2,027,075, which will be subject to vesting on the earlier to occur of (x) March 15, 2027 and (y) within thirty days following the expiration of the term of the Employment Letter, provided that if Mr. Hanson’s service as Interim CEO ends prior to December 31, 2026, Mr. Hanson will instead receive a pro-rated portion of the grant date value of the restricted stock units based on the portion of the 2026 calendar year during which Mr. Hanson served as Interim CEO, and (ii) an award of restricted stock units with a grant date value equal to no less than $2,027,075, which shall be subject to performance goals consistent with the corporate performance goals approved for our other named executive officers and which will be pro-rated in the event of Mr. Hanson’s termination of service as Interim CEO prior to December 31, 2026 in the same manner described for the time-vesting restricted stock units above. The compensation paid pursuant to the Letter Agreement is in lieu of additional compensation for his service on the Board.
The description of the Letter Agreement is qualified in its entirety by reference to a copy of the Letter Agreement attached hereto as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
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104 |
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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.
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American Healthcare REIT, Inc. |
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Date: |
March 24, 2026 |
By: |
/s/ Jeffrey T. Hanson |
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Jeffrey T. Hanson, Interim Chief Executive Officer and President |
The actual amount of your Annual Bonus earned may be equal to, greater than, or less than the Target Bonus, depending on the degree of achievement of performance objectives established by the Board or a committee thereof. The performance goals for your 2026 Annual Bonus will be based 70% on corporate performance and 30% on individual performance, with the corporate performance goals to be consistent with the corporate performance goals approved by the Board or a committee thereof for the other named executive officers of the Company. The Board or a committee thereof shall determine the extent to which the corporate and individual goals have been achieved and the actual amount of the Annual Bonus. Your 2026 Annual Bonus will be paid by the Company or an affiliate thereof upon the final determination of the Board or a committee thereof on or before March 15, 2027.
rata adjustment based upon the period of service as Interim CEO during 2026 as set forth below. The performance goals related to the PSUs shall be consistent with the corporate performance goals approved by the Board or a committee thereof for the other named executive officers of the Company. The PSUs will be subject to the terms of the Plan and an award agreement thereunder, including with respect to vesting. Notwithstanding the foregoing to the contrary, if your service as Interim CEO ends prior to December 31, 2026, the actual number of PSUs subject to this grant shall be adjusted by multiplying the PSU Grant Value by a fraction, the numerator of which is the number of days you served as Interim CEO in 2026, and the denominator of which is 365.
any reason whatsoever simply by notifying the Company. Likewise, the Company may terminate your employment at any time, with or without cause or advance notice. Your employment at-will status can only be modified in a written agreement signed by you and an authorized officer of the Company.
This Agreement forms the complete and exclusive statement of your employment agreement with the Company. It supersedes any other agreements or promises made to you by anyone whether oral or written. No term or provision of this Agreement may be amended, waived, released, discharged or modified except in writing, signed by you and an authorized officer of the Company.
Please sign and date below acknowledging that you have received this Agreement and accepted our offer of employment pursuant to the terms of this Agreement.
Sincerely,
/s/ Mark E. Foster
Mark E. Foster
Executive Vice President and General Counsel
Accepted by:
/s/ Jeffrey T. Hanson
Jeffrey T. Hanson
Date: March 23, 2026