DEF 14A of American Healthcare REIT, Inc., Apr 9, 2026

DEF 14A of American Healthcare REIT, Inc.

Filed Apr 9, 2026 · FY20250001193125-26-149677

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. (Proposal No. 1)

    (Proposal No. 1)

  3. Background

    Background Our Board of Directors currently consists of nine directors and is comprised of Jeffrey T. Hanson, Scott A. Estes, Brian J. Flornes, Dianne Hurley, Marvin R. O’Quinn, Danny Prosky, Valerie Richardson, Mathieu B. Streiff and Wilbur H. Smith III. Our charter, as amended, or our Charter, and bylaws, as amended, or our Bylaws, provide that the number of directors never be less than one, with a maximum of 15 directors, and that our directors each serve a term of one year, but may be re-elected. The following table sets forth the names of and summary information regarding each incumbent director nominated by our Board of Directors to serve as our director for a term of office commencing on the date of the 2026 Annual Meeting of Stockholders and ending on the date of the 2027 Annual Meeting of Stockholders. Each director will hold office until his or her successor has been elected and qualifies or until the director’s earlier resignation or removal.

  4. Background

    | Name | Position | Appointed as Director Since | Age | Committees | Appointed to Committee Since | | Jeffrey T. Hanson | Chairman of the Board of Directors; Interim Chief Executive Officer and President | 2015 | 55 | | | | Danny Prosky | Director; Chief Executive Officer and President (currently on leave of absence from his executive role for medical reasons) | 2021 | 61 | | | | Mathieu B. Streiff | Independent Director | 2021 | 50 | Nominating and Corporate Governance | 2026 | | Scott A. Estes | Independent Director | 2022 | 55 | Audit (Chairman) | 2022 | | Brian J. Flornes | Independent Director | 2016 | 62 | Audit; Nominating and Corporate Governance (Chairman) | 2016; 2021 | | Dianne Hurley | Independent Director | 2016 | 63 | Audit; Compensation (Chairwoman) | 2016; 2021 | | Marvin R. O’Quinn | Independent Director | 2023 | 74 | Compensation | 2023 | | Valerie Richardson | Independent Director | 2023 | 67 | Compensation; Nominating and Corporate Governance | 2023; 2023 | | Wilbur H. Smith III | Independent Director | 2016 | 53 | Nominating and Corporate Governance | 2021 |

  5. Background

    Unless otherwise instructed on the proxy, the shares represented by proxies will be voted FOR each of the nominees for director named above. Each of the nominees has consented to being named as a nominee in this proxy statement and has agreed that, if elected, he or she will serve on our Board of Directors for a one-year term ending on the date of the 2027 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualifies. If any nominee becomes unavailable for any reason, the shares represented by proxies may be voted for a substitute nominee designated by our Board of Directors. We are not aware of any family relationship among any of the nominees to become directors, the executive officers or other key officers of American Healthcare REIT. Each of the nominees for election as director has stated that there is no arrangement or understanding of any kind between him or her and any other person relating to his or her election as a director, except that such nominees agreed to serve as our directors if elected.

  6. Director Qualifications

    Director Qualifications We believe that our Board of Directors should encompass a diverse range of talent, skill and expertise sufficient to provide sound and prudent guidance with respect to our operations and interests. Each director also is expected to: exhibit high standards of integrity, commitment and independence of thought and judgment; use his or her skills and experiences to provide independent oversight to our business; participate in a constructive and collegial manner; be willing to devote sufficient time to carrying out his or her duties and responsibilities effectively; devote the time and effort necessary to learn our business; and represent the long-term interests of our stockholders. Furthermore, we believe our Board of Directors should be comprised of persons with skills in areas such as: finance, real estate, leadership of business organizations and legal matters. In addition to the targeted skill areas as noted above, we endeavor to select members of our Board of Directors which have a strong record of achievement in key knowledge areas that are critical for directors to add value to our Board of Directors, including: • Strategy — knowledge of our business model, the formulation of corporate strategies, knowledge of key competitors and markets; • Relationships — understanding how to interact with investors, accountants, attorneys, management companies and markets in which we operate; and • Functional — understanding of finance matters, financial statements and auditing procedures, technical expertise, legal issues and marketing.

  7. Information about Director Nominees

    Information about Director Nominees

  8. Information about Director Nominees

    | Jeffrey T. Hanson | | | | Positions • Chairman of the Board: February 2026 to Present • Interim Chief Executive Officer and President: February 2026 to Present • Non-Executive Chairman of the Board: June 2022 to February 2026 • Executive Chairman of the Board: October 2021 to June 2022 • Chief Executive Officer and Chairman of the Board: January 2015 to October 2021 Education • B.S. degree in Business Administration from the University of Southern California Jeffrey T. Hanson, age 55, served as our Non-Executive Chairman from June 2022 until his recent appointment as our Interim Chief Executive Officer and President in February 2026. He was also one of the founders and owners of AHI Group Holdings, LLC, or AHI Group Holdings, an investment management firm founded in 2011 that owned a controlling interest in American Healthcare Investors, LLC, or AHI, which served as one of our co-sponsors and indirectly owned a majority interest in our former adviser. Mr. Hanson was a founding principal, and served as Managing Director, of AHI from December 2014 to October 2021. Mr. Hanson also served as Chief Executive Officer and Chairman of the board of directors of Griffin-American Healthcare REIT III, Inc., or GAHR III, from January 2013 to October 2021, and previously served as Chief Executive Officer and Chairman of the board of directors of Griffin-American Healthcare REIT II, Inc., or GAHR II, from January 2009 to December 2014. He also served as the Executive Vice President, Investment Programs, of Grubb & Ellis Company, or Grubb & Ellis, from December 2007 to November 2011 and served as Chief Investment Officer of several Grubb & Ellis’ investment management subsidiaries from July 2006 to November 2011. From 1997 to July 2006, Mr. Hanson served as Senior Vice President with Grubb & Ellis’ Institutional Investment Group in the firm’s Newport Beach office. Additionally, from December 2015 to November 2016, Mr. Hanson served as a member of the board of directors of Trilogy Investors, LLC, or Trilogy. |

  9. Information about Director Nominees

    | | Our Board of Directors selected Mr. Hanson to serve as a director because he previously served as our Chief Executive Officer and Chairman of the Board for six years. Mr. Hanson has also served in various executive roles overseeing all aspects of commercial real estate investment activities. Additionally, Mr. Hanson has insight into the development, finance, operations and marketing aspects of our company. Our Board of Directors believes that his executive experience in the real estate industry coupled with his deep knowledge of our company’s strategies and operations bring strong financial and operational expertise to our Board of Directors. | | Danny Prosky | | | | Positions • Director: October 2021 to Present • Chief Executive Officer: October 2021 to Present (currently on medical leave) • President: January 2015 to Present (currently on medical leave) • Chief Operating Officer: January 2015 to October 2021 • Interim Chief Financial Officer: October 2015 to June 2016 Education • B.S. degree in Finance from the University of Colorado • M.S. degree in Management from Boston University Danny Prosky, age 61, has served as our Chief Executive Officer since October 2021 and as our President since January 2015. Since February 2026, Mr. Prosky has taken a leave of absence from his executive roles for medical reasons, although he has continued to serve as an active member of our Board of Directors. He was also one of the founders and owners of AHI Group Holdings, as well as a founding principal and Managing Director of AHI from December 2014 to October 2021. Mr. Prosky also served as President and Chief Operating Officer of GAHR III from January 2013 to October 2021, as its Interim Chief Financial Officer from August 2015 to June 2016, and as one of its directors from December 2014 to October 2021. He previously served as President, Chief Operating Officer and a director of GAHR II from January 2009 to December 2014. From March 2006 to November 2011, Mr. Prosky served in various senior roles within the Grubb & Ellis organization, most recently as Executive Vice President, Healthcare Real Estate of its investment management subsidiary. Mr. Prosky also served as Executive Vice President — Acquisitions of Grubb & Ellis Healthcare REIT, Inc., which became Healthcare Trust of America, Inc. in August 2009 and subsequently as Healthcare Realty Trust Incorporated in July 2022, from April 2008 to June 2009, having served as its Vice President — Acquisitions from September 2006 to April 2008. Mr. Prosky also worked for also worked for publicly traded healthcare REITs: (i) HCP, Inc., which is now known as Healthpeak Properties, Inc. (NYSE: DOC), where he served as its Assistant Vice President — Acquisitions & Dispositions from February 2005 to March 2006 and as Assistant Vice President — Asset Management from November 1999 to February 2005, and (ii) American Health Properties, Inc. as its Manager, Financial Operations, Multi-Tenant Facilities from 1992 to 1999. Additionally, since December 2015, Mr. Prosky has also served as a member of the board of directors of Trilogy. Our Board of Directors selected Mr. Prosky to serve as a director because he has served as our Chief Executive Officer and President until his recent medical leave beginning in February 2026, prior to which his primary focus had been on the acquisition and operation of healthcare and healthcare-related properties. He has significant knowledge of, and relationships within, the real estate and healthcare industries, due in part to the 14 years he worked at HCP, Inc. and American Health Properties. Our Board of Directors believes that his executive experience in the healthcare real estate industry coupled with his deep knowledge of our company’s strategies and operations bring strong financial and operational expertise to our Board of Directors. |

  10. Information about Director Nominees

    | Mathieu B. Streiff | | | | Positions • Independent Director: March 2026 to Present • Nominating & Corporate Governance Committee Member: March 2026 to Present • Director: October 2021 to March 2026 • Executive Vice President: August 2022 to December 2022 • Chief Operating Officer: January 2015 to October 2021 Education • B.S. degree in Environmental Economics and Policy from the University of California, Berkeley • J.D. degree from Columbia University Law School Mathieu B. Streiff, age 50, was also one of the founders and owners of AHI Group Holdings as well as a founding principal and Managing Director of AHI from December 2014 to October 2021 and General Counsel from December 2014 to December 2019. He also served as Executive Vice President, General Counsel of GAHR III from July 2013 to October 2021, having served as its Executive Vice President from January 2013 to July 2013. Mr. Streiff served as Executive Vice President, General Counsel of GAHR II from September 2013 to December 2014, having served as its Executive Vice President from January 2012 to September 2013. From March 2006 to 2011, Mr. Streiff also served in various capacities within the Grubb & Ellis organization, and most recently as its Executive Vice President, General Counsel and Secretary from October 2010 to June 2011. From September 2002 to March 2006, Mr. Streiff was an associate in the real estate department of Latham & Watkins LLP in New York, New York. Additionally, from December 2015 to November 2022, Mr. Streiff has also served as a member of the board of directors of Trilogy. Our Board of Directors selected Mr. Streiff to serve as a director because he previously served as our Chief Operating Officer and General Counsel and has significant operational and legal experience relevant to our business, including in the areas of asset management, negotiating and structuring healthcare real estate acquisitions, financings, disposition transactions, corporate finance and corporate governance. Additionally, Mr. Streiff has 23 years of experience in the real estate and healthcare industries and relationships with chief executives and other senior management at other real estate and healthcare companies. Our Board of Directors believes that his executive experience in the real estate industry coupled with his deep knowledge of our company’s strategies and operations bring valuable financial, legal and operational expertise to our Board of Directors. | | Scott A. Estes | | | | Positions • Independent Director and Audit Committee Member: August 2022 to Present • Audit Committee Chairman: June 2023 to Present Education • B.A. degree in Economics in 1993 from the College of William and Mary Scott A. Estes, age 55, has also served as a member of the board of trustees and audit committee chairman of JBG Smith Properties (NYSE: JBGS), a publicly-listed REIT that owns, operates, invests in and develops a dynamic portfolio of mixed-use properties in the high growth and high barrier-to-entry submarkets in Washington, DC since June 2017. Having served as one of its independent directors since June 2018 and currently serving as a member of its audit and compensation committees, Mr. Estes has since January 2024 also served as Chairman of the Board of Directors of Essential Properties Realty Trust (NYSE: EPRT), a publicly-listed REIT that acquires, owns and manages primarily single tenant properties. Previously, Mr. Estes served as Executive Vice President — Chief Financial Officer of Welltower Inc., or Welltower (NYSE: WELL), a publicly-listed, S&P 500 constituent REIT focused on healthcare infrastructure, from January 2009 to October 2017, as well as its Senior Vice President and Chief Financial Officer from March 2006 to January 2009 and its Vice President of Finance from April |

  11. Information about Director Nominees

    | | 2003 to March 2006. During his Welltower tenure, Mr. Estes was significantly involved in managing the capital allocation effort supporting that company’s rapid growth, with direct oversight of capital markets transactions, which raised over $14 billion of equity capital and $10 billion of unsecured debt capital. From 1994 to April 2003, Mr. Estes served in various financial analyst capacities at Deutsche Bank Securities, Bank of America Securities and Morgan Stanley. Our Board of Directors selected Mr. Estes to serve as a director based on his financial and business expertise, particularly in his former capacity as Chief Financial Officer of a large, NYSE-listed healthcare REIT. Additionally, our Board of Directors believes that his experience in the oversight of financial reporting, capital markets and capital raising, corporate finance and accounting, treasury, tax and audit functions, as well as his previous service on the board of directors of two other NYSE-listed REITs (particularly in his role as audit committee chairman) and his qualifications to serve as our audit committee financial expert will bring value to us. | | Brian J. Flornes | | | | Positions • Independent Director and Audit Committee Member: February 2016 to Present • Nominating & Corporate Governance Committee Chairman: October 2021 to Present • Special Committee Member: October 2020 to October 2021 Education • B.A. degree in Communication from Loyola Marymount University • M.B.A. degree from Loyola Marymount University Brian J. Flornes, age 62, served as the Chief Executive Officer of Vintage Senior Living, or Vintage, from June 2010 to September 2018, having co-founded the company in 1998 and served as its Co-Chief Executive Officer from inception to June 2010. Vintage owned and operated senior housing communities in California and Washington, specializing in independent senior living, assisted living and memory care services for Alzheimer’s and other dementia. Since February 2006, Mr. Flornes has been responsible for a direct joint-venture relationship with one of the nation’s largest pension funds, which has acquired 19 senior living communities and grown its net asset value to more than 2.5 times invested capital. Throughout his career, Mr. Flornes has directly contributed to the acquisition, development and financing of more than 8,000 units of senior living in 11 states. Mr. Flornes was a longstanding member of the American Senior Housing Association and also served on the board of the California Assisted Living Association. Mr. Flornes is a member of the World Presidents’ Organization. Our Board of Directors selected Mr. Flornes to serve as a director because of his particular experience with the acquisition, development, operation and financing of healthcare-related properties and senior housing communities. He has significant knowledge of, and relationships within, the real estate and healthcare industries, due in part to his 31 years of industry experience managing all aspects of senior living. Mr. Flornes’ vast real estate experience in senior living also enhances his ability to contribute insight on achieving our investment objectives. Our Board of Directors believes that this experience will bring valuable knowledge and operational expertise to our Board of Directors. | | Dianne Hurley | | | | Positions • Independent Director and Audit Committee Member: February 2016 to Present • Compensation Committee Chairwoman: June 2023 to Present • Audit Committee Chairwoman: February 2016 to June 2023 • Special Committee Chairwoman: October 2020 to October 2021 Education • A.B. degree from Harvard University • M.B.A. degree from Yale School of Management |

  12. Information about Director Nominees

    | | Dianne Hurley, age 63, has also served as the Chief Operating Officer of MonCap Holdings, LLC, a growth private equity investment firm, since October 2024. Ms. Hurley has served as an independent director, compensation committee chairwoman, member of the audit committee, and former chair of the audit committee of TPG Mortgage Investment Trust (NYSE: MITT), a publicly-listed, residential mortgage REIT, since December 2020. In addition, from April 2022 to July 2023, Ms. Hurley was a Managing Director at Glocap Search, LLC, from May 2020 to April 2022, she was the Chief Financial and Operations Officer of Moravian Academy, and from March 2017 to July 2020, she was the Chief Administrative Officer of A&E Real Estate. Ms. Hurley was also an independent director and audit committee chairwoman of CC Real Estate Income Fund from March 2016 until its liquidation in August of 2020, and an independent director and nominating and corporate governance committee member of NorthStar Realty Europe from August 2016 until its sale in October of 2019, and an independent director and audit committee member of NorthStar/RXR New York Metro Income, Inc. from February 2015 to December 2018. She has also been an operations, finance and human capital management c-suite consultant in the real estate, asset management and education sectors since 2015. Earlier in her career, Ms. Hurley served as the founding Chief Administrative Officer at TPG Axon Capital and worked in the real estate department at Goldman Sachs. Our Board of Directors selected Ms. Hurley to serve as a director in part due to her financial expertise, particularly in the real estate industry. Our Board of Directors believes that her service on the board of directors of several REITs, as well as her finance, operations, regulatory and compliance experience, will bring valuable insight to us in her role as the Compensation Committee chairwoman. With her extensive background in real estate finance and real estate operations, Ms. Hurley brings valuable business skills to our Board of Directors. | | Marvin R. O'Quinn | | | | Positions • Independent Director and Compensation Committee Member: January 2023 to Present Education • B.S. degree in Science and Biology from the University of Washington • M.S. degree in Health Administration from Yale School of Management. Marvin R. O’Quinn, age 74, served as the President and Chief Operating Officer of CommonSpirit Health from February 2019 to August 2023, where he spearheaded the growth and policy development of a health system resulting from the merger of Dignity Health and Catholic Health Initiatives that included 140 hospitals, approximately 150,000 employees and $30 billion in annual revenue. From January 2009 to February 2019, Mr. O’Quinn served as the Senior Executive Vice President and Chief Operating Officer of Dignity Health, a not-for-profit corporation that operated hospitals and ancillary care centers located in California, Arizona and Nevada. Mr. O’Quinn has also held executive and other key positions with New York Presbyterian Health System, as well as Providence Medical Center, Providence Milwaukie Hospital, Legacy Emanuel Hospital & Health Center, Willamette Falls Hospital, Valley Children’s Hospital and Harborview Medical Center. Also, until 2023, Mr. O’Quinn served as chairman of the board of directors for Dignity Health Global Education and held appointments with First Initiatives Insurance, Ltd., a captive insurance company that serves CommonSpirit Health. From 2015 to November 2025, he served as an independent director of Premier, Inc., (NASDAQ: PINC), a Nasdaq-listed healthcare improvement company. Our Board of Directors selected Mr. O’Quinn to serve as a director due to his strong background in healthcare delivery systems and healthcare management and his vast understanding of the healthcare industry and extensive leadership experience throughout his more than 40-year career in the healthcare field. Additionally, our Board of Directors believes that Mr. O’Quinn’s service on the board of directors of a Nasdaq-listed healthcare company brings valuable insight to us, particularly in his role on its Compensation Committee and Finance Committee. With his significant experience, Mr. O’Quinn brings valuable industry knowledge to our Board of Directors. |

  13. Information about Director Nominees

    | Valerie Richardson | | | | Positions • Independent Director: January 2023 to Present • Nominating & Corporate Governance Committee Member: January 2023 to Present • Compensation Committee Chairwoman: June 2023 to Present Education • B.S. degree in Education from Texas State University • M.B.A. degree in Real Estate from the University of North Texas Valerie Richardson, age 67, served as the Chief Operating Officer and Senior Advisor of ICSC, also known as the International Council of Shopping Centers, a professional trade organization serving the 50,000-member retail real estate marketplaces industry, from February 2021 to December 2025. She previously served as the Vice President of Real Estate for The Container Store, Inc., where she led its real estate team for 20 years from September 2000 to February 2021. Prior to The Container Store, Ms. Richardson served as a strategic real estate development executive for Ann Taylor, Inc., Barnes & Noble, Inc. and Trammell Crow Company. Additionally, since 2018, Ms. Richardson has also served as a member of the board of directors for Kimco Realty Corporation (NYSE: KIM), North America’s largest publicly traded owner and operator of open-air, grocery-anchored shopping and mixed-use centers, where she also serves as a member of its executive compensation and nominating and corporate governance committees and serves as chairperson of its executive compensation committee. Since 2004, Ms. Richardson has been a member of the Board of Trustees of ICSC and was elected as ICSC Chairman for the 2018-2019 term, ICSC Vice-Chairperson for the 2017-2018 term and Past Chairman for the 2019-2020 term. She also served on the Board of the ICSC Foundation from 2010 to 2016 and has been re-elected to the ICSC Foundation Board for the 2026-2029 term. She served as a Trustee at Baylor Scott & White Medical Center – Plano from 2010 to 2016, chairing the Quality Committee. Our Board of Directors selected Ms. Richardson to serve as director in part due to her over 40 years of experience in the retail real estate industry during which time she held various executive positions. Our Board of Directors believes that Ms. Richardson’s service on the board of directors of a large NYSE-listed REIT that owns and operates shopping centers brings valuable insight to us, particularly in her role on the Nominating and Corporate Governance Committee and the Compensation Committee. With her broad understanding of real estate strategy and perspective on industry best practices, Ms. Richardson contributes beneficial business knowledge and skills to our Board of Directors. | | Wilbur H. Smith III | | | | Positions • Independent Director: February 2016 to Present • Nominating & Corporate Governance Committee Member: October 2021 to Present • Special Committee Member: October 2020 to October 2021 Education • B.S. degree in Agriculture from California Polytechnic State University, San Luis Obispo • M.B.A. degree in Real Estate Development from the University of Southern California Wilbur H. Smith III, age 53, is also the Chief Executive Officer, President and Founder of Greenlaw Partners, LLC, a full-service real estate development and operating company, and Greenlaw Management, Inc., a commercial property management company, or, collectively, Greenlaw, which he founded in March 2003. Mr. Smith personally oversees all aspects of Greenlaw’s acquisition, operations and investment development/redevelopment programs. Since inception and under Mr. Smith’s leadership, Greenlaw has completed in excess of $10.0 billion in acquisitions and dispositions of 220 commercial real estate properties comprised of office, industrial, retail and multifamily assets, as well as land holdings. Prior to Greenlaw, Mr. Smith served as Vice President of Newport Beach-based Makar Properties from 1999 to 2003. Mr. Smith is an active member of Young Presidents Organization, or YPO, and currently serves on the board of the Orange County Gold Chapter. In addition, Mr. Smith is a |

  14. Information about Director Nominees

    | founding member of Tiger21 Orange County Chapter, sits on the executive board of the University of Southern California Lusk Center for Real Estate and is the Vice Chair of the Board of Counselors of the University of Southern California Price School. Mr. Smith is also a licensed California real estate broker. Our Board of Directors selected Mr. Smith to serve as a director due to his vast experience in the acquisition, operations, investment and disposition of commercial real estate as well as his experience with a number of leading global institutions through joint ventures, matching acquisitions with the appropriate investment structures/channels. Mr. Smith’s experience in the commercial real estate industry, capital markets and real estate operations enhances his ability to contribute to our investment strategies and help us achieve our investment objectives. Our Board of Directors believes his executive experience in the real estate industry will bring strong financial and operational expertise to our Board of Directors. |

  15. Information about Director Nominees

    The nine director nominees receiving a plurality of the votes cast at a meeting at which a quorum is present will be elected. For purposes of the proposal to elect the director nominees, withhold votes and broker non-votes will count toward the presence of a quorum but will have no impact on the proposal. A properly executed proxy card, or instruction by telephone or the Internet, indicating “FOR” a nominee will be considered a vote in favor of the proposal to elect the director nominee to which it applies. A properly executed proxy card, or instruction by telephone or the Internet, indicating “WITHHOLD” will be considered a vote against the director nominee to which it applies. Our Board of Directors recommends a vote FOR each of the nominees for election as directors.

  16. OTHER KEY OFFICERS

    OTHER KEY OFFICERS Information regarding our other key non-executive officers is set forth below. Our other key non-executive officers have stated that there is no arrangement or understanding of any kind between them and any other person relating to their appointment as key non-executive officers.

  17. OTHER KEY OFFICERS

    | Kenny Lin | | Positions • Executive Vice President, Chief Accounting Officer; Deputy Chief Financial Officer: March 2023 to Present • Executive Vice President, Accounting & Finance: October 2021 to March 2023 • Vice President, Accounting & Finance: September 2020 to October 2021 Education • B.S. degree in Accounting from California State University, Los Angeles • Master's degree in Accounting from the University of Southern California Kenny Lin, age 49, served as Executive Vice President, Accounting & Finance of AHI from February 2020 to October 2021, and prior to that served as Senior Vice President, Accounting & Finance, Vice President, Accounting & Finance and Director, Accounting & Finance of AHI since November 2016, March 2014 and November 2012, respectively. Mr. Lin also served as Vice President, Accounting & Finance of GAHR III from September 2020 to October 2021. Mr. Lin previously served as Chief Financial Officer of Mobilitie, LLC, a privately-owned telecommunications infrastructure company based in Newport Beach, California, since 2012 and prior to that date, he served as Chief Accounting Officer and Director of Financial Reporting since October 2010 and April 2008, respectively, where he oversaw the accounting, taxation, financial reporting and human resources functions of the company. Prior to April 2008, Mr. Lin served in various financial accounting roles within publicly traded companies, including Grubb & Ellis Company, Johnson & Johnson, Bank of New York Mellon Corp. and STAAR Surgical Company. Mr. Lin is a Certified Public Accountant in the State of California and a Certified Financial Planner. | | Wendie Newman | | Positions • Executive Vice President, Asset Management: October 2021 to Present • Vice President, Asset Management: June 2017 to October 2021 Education • B.S. in Business Administration from the University of Southern California • M.B.A. in Finance from California State University, Long Beach Wendie Newman, age 63, served as Executive Vice President of Asset Management of AHI from December 2016 to October 2021. Ms. Newman also served as Vice President of Asset Management of GAHR III from June 2017 to October 2021. Ms. Newman previously served as Senior Vice President of Lillibridge Healthcare Services, located in Chicago, Illinois, a wholly-owned subsidiary of Ventas, Inc., or Ventas, one of the leading publicly-listed healthcare REITs, from June 2011 to November 2016, where she was responsible for the financial performance of the medical office building assets within the western region portfolio. Prior to it being acquired by Ventas, Ms. Newman served as Senior Asset Manager of Nationwide Health Properties, a publicly traded REIT that invested in healthcare-related assets, from June 2008 to May 2011. Throughout her career, Ms. Newman has also served in various asset and property management roles with PM Realty Group, Sares Regis Group and CBRE Group, Inc. |

  18. OTHER KEY OFFICERS

    | Raymond Oborn | | Positions • Executive Vice President, Asset Management: October 2021 to Present Education • B.S. degree in Behavioral Science and Health from the University of Utah • M.B.A. from the University of Utah Raymond Oborn, age 56, served as Executive Vice President of Asset Management of AHI from October 2020 to October 2021. Mr. Oborn served as President of Cherrywood Pointe Investment, located in Minneapolis, Minnesota, from February 2017 to August 2020 where he was directly responsible for managing the firm’s senior housing portfolio and strategic growth initiatives. During that same period, Mr. Oborn also served as Executive Vice President of United Properties, the parent company of Cherrywood Pointe Investment, a real estate investment and development company also located in Minneapolis, Minnesota. Additionally, Mr. Oborn served as Senior Regional Vice President of operations for Brookdale Senior Living from December 2014 to February 2017, and in executive capacities with New Perspective Senior Living from April 2013 to October 2014 and with Silverado Senior Living from October 2010 to January 2013. Prior to Silverado, Mr. Oborn served as Senior Vice President of Operations for the western division and oversaw in excess of 70 communities in the Western US and Canada at Sunrise Senior Living, from January 2008 to September 2010. He began his career with ManorCare Health Services in 1995 as a licensed nursing home administrator. | | Cora Lo | | Positions • Senior Vice President, Associate General Counsel and Assistant Secretary: February 2023 to Present • Senior Vice President, Assistant General Counsel: October 2021 to February 2023 • Secretary: January 2015 to February 2023 • Assistant General Counsel: December 2015 to October 2021 Education • B.A. degree in Political Science from the University of California, Los Angeles • J.D. degree from Boston University School of Law Cora Lo, age 51, served as Senior Vice President, Assistant General Counsel — Corporate of AHI from December 2015 to October 2021, having previously served as its Senior Vice President, Securities Counsel from December 2014 to December 2015. Ms. Lo also served as Assistant General Counsel of GAHR III from December 2015 to October 2021, and also served as its Secretary from January 2013 to October 2021. Ms. Lo served as Secretary of GAHR II from November 2010 to December 2014, having previously served as its Assistant Secretary from March 2009 to November 2010. Ms. Lo also served as Senior Vice President, Securities Counsel of AHI Group Holdings from January 2012 to December 2014. Ms. Lo served as Senior Corporate Counsel for Grubb & Ellis from December 2007 to January 2012 and in similar capacities within the Grubb & Ellis organization and its sponsored SEC-reporting investment entities since 2005. From September 2002 to December 2005, Ms. Lo served as General Counsel of I/OMagic Corporation, a publicly traded company, and, prior to that, served as an attorney in private practice, representing public and private company clients in all areas of corporate and securities law. Ms. Lo is a member of the California State Bar Association. |

  19. Role of Compensation Consultant

    Role of Compensation Consultant Our Compensation Committee is authorized to retain the services of a compensation consultant to be used to assist in the review and establishment of our compensation programs and related policies. For 2025 compensation, our Compensation Committee continued to retain Ferguson Partners Consulting, L.P., or FPC, as its independent compensation consultant to advise it on executive officer and director compensation. We incurred approximately $80,000 in fees payable to FPC for services provided in 2025 as our Compensation Committee’s compensation consultant. In addition, in 2025, our Nominating and Corporate Governance Committee engaged Ferguson Partners L.P., an affiliate of FPC, to assist us with leadership consulting services. We incurred approximately $258,000 in fees payable to Ferguson Partners L.P. for services provided in 2025. The Compensation Committee approved fees for all compensation consulting services, and the Nominating and Corporate Governance Committee approved fees for all leadership consulting services. The Compensation Committee believes that the services provided by Ferguson Partners to the Nominating and Corporate Governance Committee did not impact the advice and services that FPC provided to the Compensation Committee on executive compensation matters and has determined that FPC has no conflict of interest and is independent from our company.

  20. Benchmarking and Peer Group Comparisons

    Benchmarking and Peer Group Comparisons The Compensation Committee reviews competitive compensation data from a select group of peer companies and broader survey sources. Although comparisons of compensation paid to our NEOs relative to compensation paid to similarly situated executives in the survey and by our peers assist the Compensation Committee in determining compensation, the Compensation Committee principally evaluates executive compensation based on corporate objectives and individual performance. Additionally, as part of its engagement, FPC provided our Compensation Committee with comparative market data on the overall compensation program for our executive officers based on an analysis of peer companies. In developing the peer group used for evaluating 2025 NEO compensation decisions, our Compensation Committee took into consideration the following characteristics: • Company size; • Enterprise ownership structures; • Asset class of portfolio; • Business strategy; • Geographic location; and Human capital.

  21. 2025 Executive Compensation Peer Group

    2025 Executive Compensation Peer Group The table below identifies the companies in the peer group used for assessing the competitiveness of executive compensation levels, which our Compensation Committee considered as part of its analysis when setting 2025 compensation levels for our executive officers. As compared to the executive compensation peer group utilized for setting 2024 compensation, for 2025 compensation decisions, the Compensation Committee added to the peer group Healthpeak Properties, Inc. and Omega Healthcare Investors, Inc. in order to include other REITs that were similar to us in size and removed Community Healthcare Trust Incorporated (due to its smaller size relative to us and the rest of the peer group), Physicians Realty Trust (due to its being acquired by Healthpeak Properties, Inc.), and SmartStop Self Storage REIT, Inc. (due to its status as a non-traded public REIT at the time that the peer group was approved).

  22. 2025 Executive Compensation Peer Group

    | Peer | Industry | Total Capitalization ($MM) | | American Healthcare REIT, Inc. | Healthcare | $10,569 | | Brandywine Realty Trust | Office | $3,087 | | CareTrust REIT, Inc. | Healthcare | $8,972 | | Chiron Real Estate Inc.* | Healthcare | $1,281 | | Healthcare Realty Trust Incorporated | Healthcare | $10,186 | | Healthpeak Properties, Inc. | Healthcare | $22,004 | | Highwoods Properties, Inc. | Office | $6,502 | | LTC Properties, Inc. | Healthcare | $2,599 | | National Health Investors, Inc. | Healthcare | $4,871 | | Omega Healthcare Investors, Inc. | Healthcare | $18,041 | | Peakstone Realty Trust | Diversified | $1,048 | | Piedmont Office Realty Trust, Inc. | Office | $3,265 | | Retail Opportunity Investments Corp.** | Shopping Center | N/A | | Sabra Health Care REIT, Inc. | Healthcare | $7,305 | | Sila Realty Trust, Inc. | Healthcare | $1,994 |

  23. 2025 Executive Compensation Peer Group

    Source: S&P Global, data as of December 31, 2025. * Formerly named Global Medical REIT Inc. ** Retail Opportunity Investments Corp. was utilized as a peer company in evaluating 2025 compensation; however, the company was subsequently acquired in February 2025 and thus does not have total capitalization information in the chart above.

  24. Short-Term Incentive Program (Cash Bonuses)

    Short-Term Incentive Program (Cash Bonuses) As part of our compensation program, our NEOs are entitled to receive an annual cash bonus within a specified range based on a percentage of their base salary. For 2025, the Compensation Committee determined not to adjust the annual cash bonus opportunities for any of our NEOs as compared to 2024, other than in the case of Mr. Oh, whose threshold, target, and maximum bonus opportunity were each increased based on market data. The following table sets forth the threshold, target and maximum bonus opportunities for each NEO, as a percentage of their base salary, under our annual cash bonus program used in determining 2025 awards:

  25. Short-Term Incentive Program (Cash Bonuses)

    | Named Executive Officer | Threshold | Target | Maximum | | Danny Prosky | 50% | 100% | 150% | | Brian S. Peay | 50% | 100% | 150% | | Gabriel M. Willhite | 50% | 100% | 150% | | Stefan K.L. Oh | 50% | 100% | 150% | | Mark E. Foster | 32.5% | 65% | 97.5% |

  26. Short-Term Incentive Program (Cash Bonuses)

    In determining the size of cash bonus awards, our Compensation Committee, in consultation with FPC, thoroughly reviews our corporate performance and the individual performance of the NEOs. For 2025, individual performance was evaluated subjectively by our Compensation Committee while corporate performance was evaluated objectively, with corporate performance being evaluated against pre-determined performance metrics and hurdles. For 2025, the objective performance metrics were our Normalized FFO per Share (as defined below), weighted at 60% (as compared to 34% for 2024), and our Same-Store NOI Growth (as defined below), weighted at 40% (as compared to 33% for 2024), each as described further below. For 2025, the Compensation Committee removed Net Debt-to-Adjusted EBITDA, which was used as a performance metric under the 2024 short-term incentive program. Net Debt-to-Adjusted EBITDA was removed as a performance metric under the 2025 annual bonus program since we had already successfully reduced our leverage by using net proceeds from equity offerings in 2024 to pay off variable rate mortgage loans and pay down our lines of credit. Our 2025 performance measures were selected based on a careful assessment of measures that we believe encourage profitable growth and increase shareholder value, while also motivating executives to perform at their highest levels despite interest rate volatility impacting the real estate markets. For 2025, corporate performance was weighted at 70%, and individual performance was weighted 30% for all of our NEOs. The following table sets forth the performance metrics and goals approved by our Compensation Committee to determine corporate performance:

  27. Short-Term Incentive Program (Cash Bonuses)

    | | | Performance Hurdles | | | | | | Metric | Weighting | Threshold (50% Payout) | Target (100% Payout) | Maximum (150% Payout) | Actual 2025 Performance | Hurdle Achieved | | Normalized FFO per Share | 60% | $1.54 | $1.58 | $1.62 | $1.72 | Maximum | | Same-Store NOI Growth (compared to 2024) | 40% | 7.0% | 8.5% | 10.0% | 14.2% | Maximum |

  28. Short-Term Incentive Program (Cash Bonuses)

    | 2025 Performance Metric | | | Normalized FFO per Share | • Funds from operations, or FFO, is defined as net income (loss) computed in accordance with GAAP, excluding gains or losses from sales of certain real estate assets, gains or losses upon consolidation of a previously held equity interest and impairment write-downs of certain real estate assets and investments, plus depreciation and amortization related to real estate, after adjustments for unconsolidated partnerships and joint ventures. While impairment charges are excluded from the calculation of FFO as described above, investors are cautioned that impairments are based on estimated future undiscounted cash flows. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO. • Normalized funds from operations, or Normalized FFO, is defined as FFO further adjusted for the following items included in the determination of GAAP net income (loss): transaction, transition and restructuring costs; amounts relating to changes in deferred rent and amortization of above- and below-market leases (which are adjusted in order to reflect such payments from a GAAP accrual basis); the non-cash impact of changes to our equity instruments; non-cash or non-recurring income or expense; the non-cash effect of income tax benefits or expenses; capitalized interest; impairments of intangible assets and goodwill; amortization of closing costs on debt investments; mark-to-market adjustments included in net income (loss); gains or losses included in net income (loss) from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan; and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect Normalized FFO on the same basis. | | Same-Store NOI Growth | • Net operating income, or NOI, is a non-GAAP financial measure that is defined as net income (loss), computed in accordance with GAAP, generated from properties before general and administrative expenses, transaction, transition and restructuring costs, depreciation and amortization, interest expense, gain or loss in fair value of derivative financial instruments, gain or loss on dispositions, impairments of real estate investments, impairments of intangible assets and goodwill, income or loss from unconsolidated entities, gain on re-measurement of previously held equity interests, foreign currency gain or loss, other income or expense, and income tax benefit or expense. • Same-Store NOI is NOI from properties owned or consolidated for the full year in both comparison years and that are not otherwise excluded. Properties are excluded from Same-Store if they are: (1) sold, classified as held for sale or properties whose operations were classified as discontinued operations in accordance with GAAP; (2) impacted by materially disruptive events such as flood or fire for an extensive period of time; or (3) scheduled to undergo or currently undergoing major expansions/renovations or business model transitions or have transitioned business models after the start of the prior comparison period. • Same-Store NOI Growth is calculated as the percentage increase/(decrease) of current year Same-Store NOI over prior year’s Same-Store NOI. • We consider Same-Store NOI Growth to be indicative of the organic growth embedded in our property portfolio, which ordinarily can be an important driver of property values. It also is a metric typically evaluated by investors and analysts and is used by many of our peers to evaluate operating performance. |

  29. Short-Term Incentive Program (Cash Bonuses)

    To determine individual performance, our Compensation Committee took into consideration the following 2025 key accomplishments of our NEOs:

  30. Short-Term Incentive Program (Cash Bonuses)

    | Named Executive Officer | Key Accomplishments | | Danny Prosky | • Executed on plans to achieve our strategic goals, with a focus on growing the SHOP and ISHC segments of our portfolio while also improving the performance and maximizing the value of our existing real estate portfolio, resulting in over $950 million of new acquisitions in 2025 in our operating portfolio and a total healthcare real estate portfolio of $5.4 billion, based on aggregate contract purchase price. • Led management team’s success in achieving 22.0% Normalized FFO growth and 14.2% Same-Store NOI Growth across our portfolio for the 12 months ended December 31, 2025 compared to the same period in 2024. • Actively engaged with institutional investors and key stakeholders to educate them regarding the favorable demand for and limited supply in senior housing, our ISHC business segment and the latest healthcare industry trends in order to complete three successful equity offerings, which collectively raised a total of $1.5 billion in gross proceeds, strengthening our financial position and increasing our market presence. • Regularly updated and communicated with our Board of Directors on management’s strategic initiatives and financial and portfolio performance. Collaborated with our Board of Directors to implement succession planning and leadership development initiatives. • Developed and maintained key external relationships with peers, material tenants, operators and other significant parties in the healthcare real estate space. | | Brian S. Peay | • Led proactive initiatives to protect and enhance our balance sheet, liquidity and financial flexibility to support our business objectives. o Completed the November 2025 Offering, raising a total of $447.1 million in gross proceeds to allow closings of committed acquisitions. o Managed the 2025 ATM Offering, raising a total of $1.1 billion in gross proceeds throughout 2025. ▪ Executed at-the-market sales of our stock at attractive pricing to acquire assets, pay down debt, improve liquidity and further de-lever our balance sheet, creating one of the best debt-to-EBITDA ratios among our healthcare REIT peers. • Attended investor conferences, and participated in and led non-deal road shows and meetings with institutional investors and research analysts to improve stockholder engagement. • Expanded equity research analyst coverage by nearly 50% during 2025 by increasing outreach and engagement with research firms, broadening awareness of American Healthcare REIT among institutional investors. • Performed multiple portfolio review meetings with each of our Asset Management teams throughout 2025, focusing on improving performance and future projections and culminating with the approval of next year's operating budgets. |

  31. Short-Term Incentive Program (Cash Bonuses)

    | Named Executive Officer | Key Accomplishments | | Gabriel M. Willhite | • Oversaw the operations of our real estate portfolio that achieved significant NOI growth in 2025, with an extensive focus on our ISHC and SHOP segments. • Actively engaged in extensive meetings with institutional investors and research analysts throughout 2025, including non-deal roadshows and other significant outreach initiatives. • Served as chairman of the Board of Directors of Trilogy, and dedicated extensive time and attention to strategic initiatives that drove 18.4% Same-Store NOI growth from the ISHC segment in 2025, including the expansion of the segment by $458.1 million through new campus developments, expansions, and additional investments. • Oversaw our cybersecurity efforts, improvements to cybersecurity protocols and the Cybersecurity Incident Management Plan, and served as chairman of the Cybersecurity Incident Management Team. • Responsible for our Corporate Responsibility initiatives, including serving as chair of the Corporate Responsibility Committee and the publication of our initial Corporate Responsibility Report. • Served as a member of our Investment Committee that evaluates all significant company investments and dispositions. | | Stefan K.L. Oh | • Led our investment activities following the resumption of acquisition capacity in late 2024, overseeing the sourcing, underwriting, and execution of approximately $590 million of SHOP acquisitions across 14 transactions and 18 communities in 2025, reflecting disciplined capital allocation with over one-third of the acquisitions sourced off-market. • Expanded and diversified our SHOP portfolio by: o forming two new regional operator relationships that led to approximately $480 million of acquisitions with the operators in markets where we previously had limited or no presence; o strengthening existing relationships with two SHOP operators by completing additional acquisitions with them; and o supporting portfolio growth initiatives, such as assisting Trilogy in the acquisition of a $195 million senior living portfolio. • Led our Investment and Asset Management teams in strategic property dispositions totaling approximately $44 million in gross proceeds. • Enhanced our investment platform to accommodate higher transaction volumes by hiring and promoting experienced investment professionals within the senior housing team. • Established and maintained key external relationships with operators, tenants, capital markets participants, and industry peers to support sourcing efforts, new operator partnerships, portfolio oversight, and our long-term strategic objectives. |

  32. Short-Term Incentive Program (Cash Bonuses)

    | Named Executive Officer | Key Accomplishments | | Mark E. Foster | • Oversaw all legal operations related to corporate governance, regulatory compliance, litigation, asset management, human resources, information technology, risk management, capital markets activities, corporate finance and other material transactions, including the 2024 ATM Offering, the 2025 ATM Offering, the November 2025 Offering, and the acquisition of over $950 million of acquisitions in the ISHC and SHOP segments. • Led various corporate restructuring and SHOP operational initiatives, including enhancement of tax and operating efficiencies, SHOP expansion projects, and potential new development opportunities. • Actively managed and reduced outside counsel legal expenses through fixed-fee arrangements, implementation of standard fee reductions, and negotiation of legal fees. • Oversaw significant improvements to our legal operations, including enhanced litigation management, claims resolution, corporate policies and procedures, transactional form adoption, regulatory compliance, and corporate governance matters. |

  33. Short-Term Incentive Program (Cash Bonuses)

    Following the Compensation Committee’s review of individual performance during 2025 as described above, based on the collective efforts of each of the NEOs, the Compensation Committee determined that the individual performance component of the short-term incentive plan was achieved at maximum for each NEO. Based on its assessment of our corporate performance and the NEO group’s individual performance and respective weightings described above, our Compensation Committee approved cash bonuses for 2025 in the following amounts:

  34. Short-Term Incentive Program (Cash Bonuses)

    | 2025 Cash Bonus | | | | Named Executive Officer | Payout | As a % of Target | | Danny Prosky | $1,200,000 | 150% | | Brian S. Peay | $787,500 | 150% | | Gabriel M. Willhite | $712,500 | 150% | | Stefan K.L. Oh | $660,000 | 150% | | Mark E. Foster | $385,125 | 150% |

  35. Long-Term Incentive Program (Equity-Based Compensation)

    Long-Term Incentive Program (Equity-Based Compensation) To encourage retention and alignment with our long-term growth and performance, our NEOs are entitled to receive equity-based compensation. In 2025, 50% of such equity-based awards were provided in the form of restricted stock units, or RSUs, subject to performance-based vesting, and the remaining 50% of such awards were RSUs subject only to time-based vesting restrictions. Consistent with 2024, as described further below, vesting of the performance-based RSU awards will be determined based on total shareholder return (“TSR”) relative to a performance peer group. Our NEOs received the following equity awards in 2025:

  36. Long-Term Incentive Program (Equity-Based Compensation)

    | | Equity Awards | | | | Named Executive Officer | Time-Based RSUs (#) (1) | Performance-Based RSUs (#) (2) | Grant Date Value (3) | | Danny Prosky | 62,737 | 62,737 | $4,355,829 | | Brian S. Peay | 24,586 | 24,586 | $1,707,006 | | Gabriel M. Willhite | 16,447 | 16,447 | $1,141,916 | | Stefan K.L. Oh | 15,260 | 15,260 | $1,059,502 | | Mark E. Foster | 11,021 | 11,021 | $765,189 |

  37. Long-Term Incentive Program (Equity-Based Compensation)

    (1) The number of time-based RSUs granted to the NEOs was determined based on the value of the equity awards determined by our Compensation Committee, divided by the closing price of a share of our common stock on the NYSE on the date of grant. These time-based RSUs vest ratably over three years, subject to each NEO’s continued service through the applicable vesting date. (2) The number of performance-based RSUs subject to the award was determined based on the value of the equity awards determined by our Compensation Committee, assuming performance at the target level, divided by the average trading price on the ten trading days preceding the date of grant. Reflects the value of the NEOs’ respective equity award approved by the Compensation Committee based on market data, consultation with FPC, NEO responsibilities and historical compensation practices, assuming performance at the target level, with the grant date value computed in accordance with the methodology used for financial reporting purposes. The performance-based RSUs will cliff vest in the first quarter of 2028 (subject to continuous employment or provision of services through that vesting date), with the amount of RSUs then vesting to be based on our relative TSR ranking over the three-year period ending December 31, 2027 versus a performance peer group comprised of: CareTrust REIT, Inc., Healthcare Realty Trust Incorporated, LTC Properties Inc., National Health Investors, Inc., Healthpeak Properties, Inc., Sabra Health Care REIT, Inc., Omega Healthcare Investors, Inc., Ventas, Inc. and Welltower, Inc., which peer group may be modified at the sole direction of our Board of Directors or Compensation Committee prior to the end of the three-year performance period to reflect changed circumstances such as the merger out of existence or significant portfolio modifications of such companies. Based on our relative TSR ranking, vesting may range from 50% of target (for relative TSR at the 25% percentile of the peer group) to a maximum level of 200% of target (for relative TSR at the 75% percentile), with target vesting for relative TSR at the 50% percentile and no vesting if our relative TSR is lower than all members of the performance peer group. For performance between levels, the vesting percentage will be determined based on linear interpolation. See “Executive Compensation Tables and Related Information – Outstanding Equity Awards at Fiscal Year-End December 31, 2025” for further information regarding the 2025 long-term equity incentive awards.

  38. LTIP Award Payouts

    LTIP Award Payouts The table below outlines the long-term incentive earnings opportunities for the 2023-2025 performance period and the payouts that were approved for each of the NEOs at the Compensation Committee meeting on March 12, 2026:

  39. LTIP Award Payouts

    | | 2023 - 2025 Performance Level | | | | | | Metric | Threshold | Target | Maximum | Performance Result | Performance Achievement vs. Target | | Percentage change in Normalized FFO per share compared to peer group (1) | (250) bps | 0 bps | 250 bps | 704.06 bps | 200% of Target |

  40. LTIP Award Payouts

    (1) Please see page 30 in the “Compensation Discussion and Analysis” section for information regarding how we calculate Normalized FFO for our incentive program. The following table sets forth the target performance-based RSUs granted to each NEO for the 2023-2025 performance period and the number of performance-based RSUs earned based on the vesting level set forth above.

  41. LTIP Award Payouts

    | Named Executive Officer | Target Performance-Based RSUs (#) | Earned Performance-Based RSUs (#) | | Danny Prosky | 15,923 | 31,846 | | Brian S. Peay | 6,767 | 13,534 | | Gabriel M. Willhite | 6,767 | 13,534 | | Stefan K.L. Oh | 3,185 | 6,370 | | Mark E. Foster | 2,986 | 5,972 |

  42. Risk Mitigation

    Risk Mitigation Our executive compensation program is designed to achieve an appropriate balance between risk and reward that does not incentivize excessive risk-taking. Our Compensation Committee, in conjunction with FPC, conducts an annual risk assessment of our executive compensation program. As noted above, the Compensation Committee oversees, among other things, the assessment and management of risks related to our incentive compensation plans and equity-based incentive plan generally and whether our incentive compensation arrangements encourage excessive risk taking. We believe that our annual cash bonus program and equity compensation program contain appropriate risk mitigation factors, as summarized below: • Balance of short-term and long-term incentives through annual cash bonuses and long-term equity compensation; • A substantial portion of total compensation is in the form of long-term equity awards; A substantial portion of total compensation is based on achievement of performance objectives, through a combination of annual or multi-year performance. Furthermore, we incorporate both absolute and relative metrics by which to assess our performance; Three-year vesting based on continued service as of the vesting date; and • Prohibition against hedging or pledging transactions.

  43. Other Plans, Perquisites and Personal Benefits

    Other Plans, Perquisites and Personal Benefits Each of our NEOs is eligible to participate in our Executive Severance and Change in Control Plan, as described below, and in all of our compensatory and benefit plans on the same basis as our other employees, including our Employee Stock Purchase Plan. We provide an employer 50.0% matching contribution under our 401(k) profit sharing plan up to 5.0% of a participating employee’s contribution, including our NEO’s, taxable compensation, up to the Internal Revenue Service limitations for matching contributions. Moreover, each of our NEOs is eligible to participate in our 2024 Employee Stock Purchase Plan and purchase shares of our common stock at a purchase price equal to the lesser of 85.0% of the fair market value of a share on the applicable enrollment date for such offering period or on the applicable exercise date.

  44. Tax and Accounting Considerations

    Tax and Accounting Considerations We have not provided or agreed to provide any of our executive officers or directors with a gross-up or other reimbursement for tax amounts they might pay pursuant to Section 4999 or Section 409A of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. Sections 280G and 4999 of the Internal Revenue Code provide that executive officers, directors who hold significant stockholder interests and certain other service providers could be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of our company that exceed certain limits, and that we or our successor could lose a deduction on the amounts subject to the additional taxes. Section 409A also imposes additional significant taxes on the individual in the event that an employee, director or service provider receives “deferred compensation” that does not meet the requirements of Section 409A.

  45. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth a summary of all compensation earned, awarded or paid, as applicable, to our NEOs in the fiscal years ended December 31, 2025, 2024 and 2023.

  46. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (1) | All other compensation ($) (3) | Total ($) | | Danny Prosky | 2025 | 800,000 | 360,000 | 4,355,829 | 840,000 | 330,119 | 6,685,948 | | Chief Executive Officer | 2024 | 750,000 | 225,000 | 5,615,549 | 787,500 | 297,768 | 7,675,817 | | and President | 2023 | 750,000 | 225,000 | 1,999,991 | 724,500 | 85,189 | 3,784,680 | | Brian S. Peay | 2025 | 525,000 | 236,250 | 1,707,006 | 551,250 | 188,864 | 3,208,370 | | Chief Financial Officer | 2024 | 500,000 | 150,000 | 3,143,716 | 525,000 | 189,645 | 4,508,361 | | | 2023 | 475,000 | 142,500 | 849,998 | 458,850 | 58,601 | 1,984,949 | | Gabriel M. Willhite | 2025 | 475,000 | 213,750 | 1,141,916 | 498,750 | 155,689 | 2,485,105 | | Chief Operating Officer | 2024 | 450,000 | 135,000 | 2,502,163 | 472,500 | 162,766 | 3,722,429 | | | 2023 | 425,000 | 127,500 | 849,998 | 410,550 | 52,409 | 1,865,457 | | Stefan K.L. Oh | 2025 | 440,000 | 198,000 | 1,059,502 | 462,000 | 105,930 | 2,265,432 | | Chief Investment Officer | 2024 | 425,000 | 95,625 | 1,771,861 | 334,688 | 112,041 | 2,739,215 | | | 2023 | 400,000 | 90,000 | 400,005 | 289,800 | 41,803 | 1,221,608 | | Mark E. Foster | 2025 | 395,000 | 115,538 | 765,189 | 269,587 | 84,520 | 1,629,834 | | Executive Vice President, General | 2024 | 380,000 | 74,100 | 1,378,891 | 259,350 | 74,905 | 2,167,246 | | Counsel and Secretary | 2023 | 360,000 | 70,200 | 375,010 | 226,044 | 17,265 | 1,048,519 |

  47. 2025 Summary Compensation Table

    (1) Represents amount paid under the short-term incentive program for the fiscal years ended December 31, 2025, 2024 and 2023, with the portion in the Bonus column reflecting the individual component of the short-term incentive program and the portion in the Non-Equity Incentive Compensation column representing the formulaic payout based on the achievement of pre-established performance goals. See “Compensation Discussion & Analysis – Elements of Compensation – Short-Term Incentive Program (Cash Bonuses)” for more information. (2) The 2025 time-based RSUs and performance-based RSUs were awarded and granted in March 2025 under the 2015 Incentive Plan. The performance-based RSUs are calculated in accordance with the methodology used for financial reporting purposes based on a Monte Carlo valuation method and the probability of payout. Under FASB ASC Topic 718, the vesting condition related to the performance-based RSUs is considered a market condition and not a performance condition. Accordingly, there is no grant date fair value below or in excess of the amount reflected in the table above for the NEOs that could be calculated and disclosed based on achievement of the underlying market condition. See “Compensation Discussion & Analysis — Elements of Compensation — Long-Term Incentive Program (Equity-Based Compensation)” for additional information regarding these awards. See Note 12 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion on the relevant assumptions used in calculating the amounts reported for 2025. (3) Amounts in the “All other compensation” column for 2025 consist of the following payments we paid to or on behalf of the NEOs in 2025:

  48. 2025 Summary Compensation Table

    | Name | 401(k) Contributions | Distributions Paid on Awards | | Danny Prosky | $9,133 | $320,986 | | Brian S. Peay | $9,017 | $179,847 | | Gabriel M. Willhite | $9,009 | $146,680 | | Stefan K.L. Oh | $8,932 | $96,998 | | Mark E. Foster | $9,644 | $74,876 |

  49. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table summarizes all grants of plan-based awards made to our NEOs in 2025.

  50. 2025 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All other stock awards: Number of shares of stock | Grant date fair value of stock and | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or units (#) (3) | option awards ($) | | Danny Prosky | — | 112,000 | 560,000 | 840,000 | — | — | — | — | — | | | 3/25/2025 | — | — | — | — | — | — | 62,737 | 1,901,558 | | | 3/25/2025 | — | — | — | 31,369 | 62,737 | 125,474 | — | 2,454,271 | | Brian S. Peay | — | 73,500 | 367,500 | 551,250 | — | — | — | — | — | | | 3/25/2025 | — | — | — | — | — | — | 24,586 | 745,202 | | | 3/25/2025 | — | — | — | 12,293 | 24,586 | 49,172 | — | 961,804 | | Gabriel M. Willhite | — | 66,500 | 332,500 | 498,750 | — | — | — | — | — | | | 3/25/2025 | — | — | — | — | — | — | 16,447 | 498,509 | | | 3/25/2025 | — | — | — | 8,224 | 16,447 | 32,894 | — | 643,407 | | Stefan K.L. Oh | — | 61,600 | 308,000 | 462,000 | — | — | — | — | — | | | 3/25/2025 | — | — | — | — | — | — | 15,260 | 462,531 | | | 3/25/2025 | — | — | — | 7,630 | 15,260 | 30,520 | — | 596,971 | | Mark E. Foster | — | 35,945 | 179,725 | 269,587 | — | — | — | — | — | | | 3/25/2025 | — | — | — | — | — | — | 11,021 | 334,047 | | | 3/25/2025 | — | — | — | 5,511 | 11,021 | 22,042 | — | 431,142 |

  51. 2025 Grants of Plan-Based Awards

    (1) Represents bonus opportunities for 2025 corporate performance under the short-term incentive program as approved by the Compensation Committee on February 11, 2025. The actual amount awarded was determined based on the achievement of certain performance measures as described under “Short-Term Incentive Program (Cash Bonuses)” on page 29 of this proxy statement. The awards earned for such performance in 2025 were paid in February 2026, as shown in the “Non-Equity Incentive Plan Compensation” column of the 2025 Summary Compensation Table on page 38. Excluded from these columns is the discretionary portion of the 2025 bonus program, which are reflected in the “Bonus” column in the 2025 Summary Compensation Table. (2) Represents performance-based RSUs that will cliff vest in the first quarter of 2028 (subject to continuous employment or provision of services through that vesting date), with the amount of RSUs then vesting to be based on our relative TSR ranking over the three-year period ending December 31, 2027 versus a company peer group. The grant date fair value was calculated in accordance with the methodology used for financial reporting purposes based on a Monte Carlo valuation method and the probability of payout. Represents time-based RSUs granted on March 25, 2025, which will vest in equal annual installments, with the first one-third installment vested on March 25, 2026, the second one-third installment vesting on March 25, 2027 and the final one-third installment vesting on March 25, 2028 (subject to continuous employment or provision of services through each vesting date).

  52. Outstanding Equity Awards at Fiscal Year-End December 31, 2025

    Outstanding Equity Awards at Fiscal Year-End December 31, 2025 The following table presents information about our NEOs’ outstanding equity awards as of December 31, 2025. The market value of such outstanding equity awards is based on the closing price of shares of our common stock on the NYSE as of December 31, 2025 at $47.06.

  53. Outstanding Equity Awards at Fiscal Year-End December 31, 2025

    | | Stock awards | | | | | Name | Number of shares or units of stock that have not vested (#) (1) | Market value of shares or units that have not vested (1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) (2) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested (2) | | Danny Prosky | 338,945 | $15,950,752 | 155,393 | $7,312,794 | | Brian S. Peay | 183,453 | $8,633,298 | 65,767 | $3,094,995 | | Gabriel M. Willhite | 150,641 | $7,089,165 | 45,617 | $2,146,736 | | Stefan K.L. Oh | 98,674 | $4,643,598 | 42,714 | $2,010,121 | | Mark E. Foster | 76,517 | $3,600,890 | 33,327 | $1,568,368 |

  54. Outstanding Equity Awards at Fiscal Year-End December 31, 2025

    (1) Represents (a) time-based RSUs that will vest in equal installments, with the first one-third installment vested on April 3, 2024, the second one-third installment vested on April 3, 2025, and the final one-third installment vested on April 3, 2026 (Mr. Prosky, 15,924 RSUs, Mr. Peay, 6,768 RSUs, Mr. Willhite, 6,768 RSUs, Mr. Oh, 3,185 RSUs, and Mr. Foster, 2,986 RSUs), subject to continuous employment or provision of services through each vesting date, (b) time-based RSUs that will vest in equal installments, with the first one-third installment vested on March 25, 2025, the second one-third installment vested on March 25, 2026, and the final one-third installment vesting on March 25, 2027 (Mr. Prosky, 61,771 RSUs, Mr. Peay, 27,454 RSUs, Mr. Willhite, 19,447 RSUs, Mr. Oh, 18,303 RSUs, and Mr. Foster, 14,871 RSUs), subject to continuous employment or provision of services through each vesting date, (c) time-based restricted stock that will vest in four equal installments, with the first one-installment vested on February 9, 2025, the second installment vested on February 9, 2026, the third installment vesting on February 9, 2027, and the fourth installment vesting on February 9, 2028 (Mr. Prosky, 166,667 shares, Mr. Peay, 111,111 shares, Mr. Willhite, 94,445 shares, Mr. Oh, 55,556 shares, and Mr. Foster, 41,667 shares), subject to continuous employment or provision of services through each vesting date, and (d) time-based RSUs that will vest in equal installments, with the first one-third installment vested on March 25, 2026, the second one-third installment vesting on March 25, 2027, and the final one-third installment vesting on March 25, 2028 (Mr. Prosky, 62,737 RSUs, Mr. Peay, 24,586 RSUs, Mr. Willhite, 16,447 RSUs, Mr. Oh, 15,260 RSUs, and Mr. Foster, 11,021 RSUs), subject to continuous employment or provision of services through each vesting date. Also included in this column are the performance-based RSUs that cliff vested in the first quarter of 2026 (subject to continuous employment or provision of services through that vesting date), based on our Normalized FFO performance during the 2023-2025 performance period (Mr. Prosky, 31,846 RSUs, Mr. Peay, 13,534 RSUs, Mr. Willhite, 13,534 RSUs, Mr. Oh, 6,370 RSUs, and Mr. Foster, 5,972 RSUs). Represents (a) performance-based RSUs that will cliff vest in the first quarter of 2027 (subject to continuous employment or provision of services through that vesting date), which RSUs are scheduled to vest based on total shareholder return ranking as compared to a selected peer group (Mr. Prosky, 92,656 RSUs, Mr. Peay, 41,181 RSUs, Mr. Willhite, 29,170 RSUs, Mr. Oh, 27,454 RSUs, and Mr. Foster, 22,306 RSUs, each reflected at target in this footnote) and (b) performance-based RSUs that will cliff vest in the first quarter of 2028 (subject to continuous employment or provision of services through that vesting date), which RSUs are scheduled to vest based on total shareholder return ranking as compared to a selected peer group (Mr. Prosky, 62,737 RSUs, Mr. Peay, 24,586 RSUs, Mr. Willhite, 16,447 RSUs, Mr. Oh, 15,260 RSUs, and Mr. Foster, 11,021 RSUs, each reflected at target in this footnote).

  55. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested The following table sets forth, for each of our NEOs, the number of shares of our common stock that vested in 2025 as well as the value of those shares upon vesting. The value realized upon vesting is based on the closing price of shares of our common stock on the NYSE on the vesting date.

  56. 2025 Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of shares acquired on vesting (#) | Value realized on vesting | | Danny Prosky | 114,082 | $3,349,095 | | Brian S. Peay | 61,926 | $1,806,946 | | Gabriel M. Willhite | 50,169 | $1,462,449 | | Stefan K.L. Oh | 32,758 | $958,103 | | Mark E. Foster | 26,269 | $767,908 |

  57. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control We maintain our Executive Severance and Change in Control Plan, or our severance plan, for the purpose of providing severance and change-of-control protections to certain key employees, including our NEOs. As described below, our severance plan provides our NEOs with, among other things, base salary, bonus and certain other payments at, following and/or in connection with certain terminations of employment or a change in control involving American Healthcare REIT. As used below, the terms “Cause,” “Change in Control,” “Disability” and “Good Reason” shall have the respective meanings set forth in our severance plan.

  58. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, presented below is the ratio of annual total compensation of our Chief Executive Officer, or CEO, to the annual total compensation of our median employee (excluding our CEO). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act. To identify the “median employee” from our employee population, we determined the annual total compensation of each of our employees as of December 31, 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. We annualized base wages of any permanent employees who were employed for less than the full year or on unpaid leave during 2025, and we did not otherwise annualize or make any cost-of-living or other adjustments to employee compensation. Our employee population, including all full- and part-time employees, as of December 31, 2025 consisted of approximately 121 individuals, all of whom were located in the United States. For 2025, our last completed fiscal year, annual total compensation as determined under Item 402 of Regulation S-K for our CEO was $6,685,948 as disclosed on page 38. The 2025 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $137,525. Based on this information, the ratio of our CEO's annual total compensation to our median employee's annual total compensation for fiscal year 2025 is 48.6 to 1. The SEC's rules for calculating the required pay ratio permit companies to use reasonable estimates and assumptions in their methodologies, and companies have different employee populations and compensation practices. As a result, pay ratios reported by other companies may not be comparable to the pay ratio reported above.

  59. Pay v. Performance Table

    | | | | Average Summary Compensation Table | Average Compensation Actually Paid to | Value of Initial Fixed $100 Investment Based On: (4) | | | | | Year (1) | Summary Compensation Table Total for PEO ($) (2) | Compensation Actually Paid to PEO ($) (3) | Total for Non-PEO Named Executive Officers ($) (2) | Non-PEO Named Executive Officers ($) (3) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | Net Income (Loss) ($) | Normalized FFO ($) (5) | | 2025 | 6,685,948 | 20,630,790 | 2,397,185 | 7,070,730 | 385.26 | 181.49 | 70,818,000 | 286,489,000 | | 2024 | 7,675,817 | 15,367,346 | 3,284,313 | 6,207,563 | 226.64 | 140.07 | (35,600,000) | 184,922,000 | | 2023 | 3,784,680 | 2,972,331 | 1,530,133 | 1,236,182 | N/A | N/A | (76,887,000) | 92,368,000 | | 2022 | 1,824,355 | 2,343,335 | 884,068 | 991,621 | N/A | N/A | (73,383,000) | 131,934,000 | | 2021 | 2,398,043 | 2,398,043 | 1,235,471 | 1,235,471 | N/A | N/A | (53,269,000) | 78,153,000 |

  60. Reconciliation of Compensation Actually Paid Adjustments

    Reconciliation of Compensation Actually Paid Adjustments

  61. Reconciliation of Compensation Actually Paid Adjustments

    | Year | Summary Compensation Table Total ($)(a) | Minus Change in Accumulated Benefits Under Defined Benefit and Actuarial Pension Plans ($)(b) | Plus Service Costs Under Defined Benefit and Actuarial Pension Plans ($)(c) | Minus Grant Date Fair Value of Stock Option and Stock Awards Granted in Fiscal Year ($)(d) | Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year ($)(e) | Plus/ (Minus) Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years ($)(f) | Plus Fair Value at Vesting of Stock Option and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year ($)(g) | Plus/ (Minus) Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions Were Satisfied During Fiscal Year ($)(h) | Minus Fair Value as of Prior Fiscal Year- End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year ($)(i) | Equals Compensation Actually Paid ($) | | PEO | | | | | | | | | | | | 2025 | 6,685,948 | — | — | (4,355,829) | 8,328,337 | 9,865,449 | — | 106,885 | — | 20,630,790 | | 2024 | 7,675,817 | — | — | (5,615,549) | 14,215,400 | (560,997) | — | (347,325) | — | 15,367,346 | | 2023 | 3,784,680 | — | — | (1,999,991) | 1,500,009 | (234,279) | — | (78,088) | — | 2,972,331 | | 2022 | 1,824,355 | — | — | — | — | 515,184 | — | 3,796 | — | 2,343,335 | | 2021 | 2,398,043 | — | — | (2,000,003) | 2,000,003 | — | — | — | — | 2,398,043 | | Other NEOs (Average) (j) | | | | | | | | | | | | 2025 | 2,397,185 | — | — | (1,168,403) | 2,233,984 | 3,574,934 | — | 33,030 | — | 7,070,730 | | 2024 | 3,284,313 | — | — | (2,199,158) | 5,428,483 | (123,661) | — | (182,414) | — | 6,207,563 | | 2023 | 1,530,133 | — | — | (618,753) | 464,069 | (125,113) | — | (14,154) | — | 1,236,182 | | 2022 | 884,068 | — | — | (39,062) | 48,828 | 97,099 | — | 688 | — | 991,621 | | 2021 | 1,235,471 | — | — | (1,022,340) | 1,022,340 | — | — | — | — | 1,235,471 |

  62. Reconciliation of Compensation Actually Paid Adjustments

    (a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the other NEOs, amounts shown represent averages. (b) Represents the aggregate change in the actuarial present value of the accumulated benefits under all defined benefit and actuarial pension plans reported in the Summary Compensation Table for the indicated fiscal year. (c) Represents the sum of the actuarial present value of the benefits under all defined benefit and actuarial pension plans attributable to services rendered during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. (d) Represents the grant date fair value of the stock option and stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (e) Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested option awards and stock awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes. (f) Represents the change in fair value during the indicated fiscal year of each option award and stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (g) Represents the fair value at vesting of the option awards and stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (h) Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (i) Represents the fair value as of the last day of the prior fiscal year of the option award and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (j) See footnote 1 above for the non-PEO NEOs included in the average for each year.

  63. Description of Relationship between Executive Compensation Actually Paid and Company Performance

    Description of Relationship between Executive Compensation Actually Paid and Company Performance We are required to describe the relationship between the “Compensation Actually Paid,” or CAP, as calculated in accordance with the SEC disclosure rules, and various financial performance measures, including total shareholder return. From February 9, 2024 through December 31, 2025, the cumulative total shareholder return on a fixed initial investment of $100 in the company and our peer group was $385.26 and $181.49, respectively. Our compensation actually paid for our CEO and other NEOs increased by 34.3% and 13.9%, respectively, from December 31, 2024 to December 31, 2025. The charts below show Mr. Prosky’s and the average of our other NEOs’ pay compared to our net income (loss) and Normalized FFO (in millions):

  64. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs The following is a list of financial performance measures, which in our assessment represent the most important financial performance measures used by the Company to link compensation actually paid to the NEOs for 2025. Please see the “Compensation Discussion & Analysis” for a further description of the metrics used in our company’s executive compensation program. • Total Shareholder Return • Normalized FFO per Share • Same-Store NOI Growth

  65. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS

  66. Director Compensation

    Director Compensation If a director is also one of our employees, we do not pay any additional compensation to that person for services rendered as a director. Our director compensation program is designed with the goals of attracting and retaining highly qualified individuals to serve as directors and to fairly compensate them for their time and efforts. Pursuant to such goals, for 2025, we increased annual equity compensation for independent directors from $95,000 to $110,000, beginning with the annual equity grants on June 25, 2025. Effective as of July 1, 2025, we also increased the additional cash compensation for service on certain committees of the Board as follows in order to better align with the compensation programs among publicly listed peers: • Compensation Committee and Nominating and Corporate Governance Committee Chairs: Annual cash retainers increased from $12,500 to $20,000; • Audit Committee Chair: Annual cash retainer increased from $20,000 to $25,000; • Compensation Committee and Nominating and Corporate Governance Committee Members: Annual cash retainer of $5,000 was implemented. The below table indicates the total amount of compensation that our independent directors received in the year ended December 31, 2025:

  67. Director Compensation

    | 2025 Annual Director Compensation | 2025 Additional Annual Compensation | | | | Lead Independent Director | $100,000 | | | Audit Committee | | | | Chair | $22,500 | | | Member | $5,000 | | | Compensation Committee | | | | Chair | $16,250 | | | Member | $2,500 | | | Nominating & Corporate Governance Committee | | | | Chair | $16,250 | | | Member | $2,500 |

  68. Director Compensation

    Our independent directors are also reimbursed for out-of-pocket expenses incurred in connection with attendance at Board meetings or Board Committee meetings. Such reimbursement is paid monthly. Our independent directors do not receive other benefits from us. The following table sets forth certain information with respect to our director compensation for the year ended December 31, 2025:

  69. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Jeffrey T. Hanson (4) | 185,000 | 109,999 | 15,563 | 310,562 | | Danny Prosky (4) | — | — | — | — | | Mathieu B. Streiff (4) | 85,000 | 109,999 | 15,563 | 210,562 | | Scott A. Estes | 112,500 | 109,999 | 17,374 | 239,873 | | Brian J. Flornes | 108,750 | 109,999 | 28,905 | 247,654 | | Dianne Hurley | 108,750 | 109,999 | 28,905 | 247,654 | | Marvin R. O’Quinn | 87,500 | 109,999 | 16,541 | 214,040 | | Valerie Richardson | 90,000 | 109,999 | 16,541 | 216,540 | | Wilbur H. Smith III | 87,500 | 109,999 | 28,905 | 226,404 |

  70. Director Compensation

    (1) Amounts reported in this column represent the annual retainer fees received by each individual who served as a non-employee director during 2025. (2) Amounts reported in this column represent the grant date fair value of the awards granted to the non-employee directors during the year ended December 31, 2025, as determined in accordance with Financial Accounting Standards Board ASC, Topic 718, Compensation — Stock Compensation, or FASB ASC Topic 718. The following table shows the aggregate number of nonvested shares of our restricted common stock held by each non-employee director as of December 31, 2025:

  71. Director Compensation

    | Director | Nonvested Shares of Our Restricted Common Stock (#) | | Hanson | 3,042 | | Prosky | — | | Streiff | 3,042 | | Estes | 3,042 | | Flornes | 3,042 | | Hurley | 3,042 | | O’Quinn | 3,042 | | Richardson | 3,042 | | Smith | 3,042 |

  72. Director Compensation

    (3) Amounts reported in this column reflect the dollar value of distributions paid in connection with the stock awards granted to our independent directors or non-employee directors. Messrs. Hanson, Prosky and Streiff were not independent directors in 2025.