American Healthcare REIT, Inc. 10-K

Item 9A. Controls and Procedures. (a) Evaluation of disclosure controls and procedures. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and we necessarily are required to apply our judgment in evaluating whether the benefits of the controls and procedures that we adopt outweigh their costs. As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, an evaluation as of December 31, 2023 was conducted under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of December 31, 2023, were effective at the reasonable assurance level. (b) Management’s Annual Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision, and with the participation, of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the Internal Control-Integrated Framework issued in 2013, our management concluded that our internal control over financial reporting was effective as of December 31, 2023. (c) Changes in internal control over financial reporting. There were no changes in internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. N/A. 75 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers The following table and biographical descriptions set forth certain information with respect to the individuals who are our executive officers and directors: Name Age* Position Danny Prosky 58 Chief Executive Officer, President, Director Brian S. Peay 58 Chief Financial Officer Gabriel M. Willhite 43 Chief Operating Officer Stefan K.L. Oh 53 Chief Investment Officer Mark E. Foster 51 Executive Vice President, General Counsel and Secretary Jeffrey T. Hanson 53 Non-Executive Chairman of the Board Mathieu B. Streiff 48 Director Scott A. Estes 53 Independent Director Brian J. Flornes 60 Independent Director Dianne Hurley 61 Independent Director Marvin R. O’Quinn 72 Independent Director Valerie Richardson 65 Independent Director Wilbur H. Smith III 51 Independent Director ___________ * As of March 22, 2024 Danny Prosky has served as our Chief Executive Officer, and as a member of our board, since October 2021, and has served as our President since January 2015. Mr. Prosky previously served as our Chief Operating Officer from January 2015 to October 2021 and our Interim Chief Financial Officer from October 2015 to June 2016. He was also one of the founders and owners of AHI Group Holdings. Mr. Prosky was a founding principal, and served as Managing Director, of AHI from December 2014 until October 2021. Mr. Prosky has also served as President and Chief Operating Officer of GAHR III from January 2013 until October 2021, as its Interim Chief Financial Officer from August 2015 to June 2016, and as one of its directors from December 2014 until October 2021. Mr. Prosky previously served as President, Chief Operating Officer and a director of GAHR II from January 2009 to December 2014 and as Executive Vice President of Griffin-American Healthcare REIT Sub-Advisor, LLC, or Griffin-American Healthcare REIT Advisor, from November 2011 to December 2014. He served as the President and Chief Operating Officer of Grubb & Ellis Healthcare REIT Advisor, LLC, or Grubb & Ellis Healthcare REIT Advisor, from January 2009 to November 2011 and as Executive Vice President and Secretary of Grubb & Ellis Equity Advisors Property Management, Inc. from June 2011 to November 2011. He also served as the Executive Vice President, Healthcare Real Estate of Grubb & Ellis Equity Advisors, LLC, or Grubb & Ellis Equity Advisors, from September 2009 to November 2011, having served as Executive Vice President, Healthcare Real Estate and Managing Director, Healthcare Properties of several investment management subsidiaries within the Grubb & Ellis organization from March 2006 to November 2011, and was responsible for all medical property acquisitions, management and dispositions. He served as the Executive Vice President — Acquisitions of Grubb & Ellis Healthcare REIT, Inc., which became known as 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 previously worked for HCP, Inc., which is now known as Healthpeak Properties, Inc. (NYSE: DOC), a publicly traded healthcare REIT, where he served as the Assistant Vice President — Acquisitions & Dispositions from February 2005 to March 2006 and as Assistant Vice President — Asset Management from November 1999 to February 2005. From 1992 to 1999, he served as the Manager, Financial Operations, Multi-Tenant Facilities for American Health Properties, Inc., or American Healthcare Properties. Additionally, since December 2015, Mr. Prosky has also served as a member of the board of directors of Trilogy. Mr. Prosky received a B.S. degree in Finance from the University of Colorado and an M.S. degree in Management from Boston University 76 Table of Contents Our board selected Mr. Prosky to serve as a director because he is our Chief Executive Officer and President and his primary focus has 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 PEAK and American Health Properties. Our board 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. Brian S. Peay has served our Chief Financial Officer since June 2016. He also served as Executive Vice President and Chief Financial Officer of AHI and as Chief Financial Officer of GAHR III from June 2016 until October 2021. Mr. Peay served as Chief Financial Officer of Veritas Investments, Inc., located in San Francisco, California, one of the largest owners and operators of rent-controlled apartments in the San Francisco Bay Area, from September 2015 to May 2016, where he was responsible for the financial planning, corporate budgeting, tax structuring and management of the accounting function of the company. Mr. Peay previously served as Vice President Finance & Sales Ops of MobileIron, Inc., located in Mountain View, California, a leader in security and management for mobile devices, applications and documents, from October 2013 to September 2015. Mr. Peay served as Chief Financial Officer of Glenborough, LLC from November 2005 to March 2012, and prior to its purchase by Morgan Stanley Real Estate Fund V, Mr. Peay also previously served in executive capacities including Chief Financial Officer, SVP — Joint Ventures (Business Development), Chief Accounting Officer and VP Finance with Glenborough Realty Trust, Inc., a real estate investment and management company focused on the acquisition, management and leasing of high quality commercial properties in major markets across the country, from November 1997 to November 2005, where he was responsible for the finance, accounting and reporting, risk management, information technology and human resource functions of the company. Prior to Glenborough Realty Trust, Inc., Mr. Peay served as Chief Financial Officer & Director of Research at Cliffwood Partners, L.P. from August 1995 to November 1997. Mr. Peay also served as Manager at Kenneth Leventhal & Co., a certified public accounting firm specializing in real estate that subsequently merged with Ernst & Young LLP, from August 1988 to August 1995. Mr. Peay received a B.S. degree in Business Economics from the University of California, Santa Barbara. Mr. Peay became a Certified Public Accountant in the State of California in 1992; his current status is not practicing. Gabriel M. Willhite has served as our Chief Operating Officer since August 2022. Prior to that, he served as our Executive Vice President, General Counsel from October 2021 until August 2022 and Assistant General Counsel — Transactions from January 2020 until October 2021. He also served as Executive Vice President, General Counsel of AHI from January 2020 until October 2021 and prior to that served as Senior Vice President, Assistant General Counsel — Transactions of AHI since April 2016. Mr. Willhite also served as Assistant General Counsel — Transactions of GAHR III from January 2020 until October 2021. From November 2012 until April 2016, Mr. Willhite served as Legal Counsel for Sabal Financial Group, L.P., a real estate and finance company based in Newport Beach, California which was a subsidiary of Oaktree Capital Management, where he was responsible for overseeing portfolio acquisitions, financings, joint ventures, dispositions and strategic workout transactions. Prior to joining Sabal Financial Group, Mr. Willhite was an associate in the transactional practice group of Greenberg Traurig, LLP in Irvine, California. Additionally, since October 2020, Mr. Willhite has also served as a member of the board of directors of Trilogy, and as its chairman since August 2023. Mr. Willhite received a B.A. degree in Political Science and Communication from the University of Southern California and a J.D. degree from University of Minnesota Law School. He is a member of the California State Bar Association. Stefan K.L. Oh has served as our Chief Investment Officer since March 2023, having previously served as our Executive Vice President, Head of Acquisitions from October 2021 to March 2023, as our Executive Vice President of Acquisitions from October 2015 to October 2021, and as our Senior Vice President of Acquisitions from January 2015 to October 2015. Mr. Oh also served as Executive Vice President, Acquisitions of GAHR III from October 2015 to October 2021, having previously served as its Senior Vice President, Acquisitions since January 2013. Mr. Oh has also served as Executive Vice President, Acquisitions of AHI from October 2015 to October 2021, having previously served as its Senior Vice President, Acquisitions since December 2014. Mr. Oh also served as Senior Vice President — Acquisitions of GAHR II from January 2009 to December 2014 and as Senior Vice President, Acquisitions of AHI Group Holdings from January 2012 to December 2014. Mr. Oh served as the Senior Vice President, Healthcare Real Estate of Grubb & Ellis Equity Advisors from January 2010 to January 2012, having served in the same capacity for Grubb & Ellis Realty Investors since June 2007, where he had been responsible for the acquisition and management of healthcare real estate. Prior to joining Grubb & Ellis, from August 1999 to June 2007, Mr. Oh worked for PEAK, where he served as Director of Asset Management and later as Director of Acquisitions. From 1997 to 1999, he worked as an auditor and project manager for Ernst & Young AB in Stockholm, Sweden and from 1993 to 1997 as an auditor within Ernst & Young LLP’s EYKL Real Estate Group in Los Angeles, California. Mr. Oh received a B.S. degree in Accounting from Pepperdine University and is a Certified Public Accountant in the State of California (inactive). Mark E. Foster has served as our Executive Vice President, General Counsel since August 2022. Prior to that, Mr. Foster was a partner in the commercial real estate practice group at Snell & Wilmer, L.L.P., located in Costa Mesa, California from September 2016 until July 2022. From June 2012 until September 2016, Mr. Foster served as Vice President, General Counsel and Corporate Secretary to Sabal Financial Group, L.P. based in Newport Beach, California, which was a subsidiary of 77 Table of Contents Oaktree Capital Management, where he was responsible for all legal matters related to the company’s management of over $6 billion in real estate and debt assets. Prior to Sabal, from January 2008 until June 2012, Mr. Foster served as Senior Counsel for Rockefeller Group Development Corporation, located in Irvine, California, where he focused on all aspects of commercial real estate acquisition, development and operations. From June 2003 until December 2007, Mr. Foster served as Regional General Counsel for Toll Brothers, Inc. (NYSE: TOL), located in Irvine, California, where he oversaw the acquisition and development of dozens of residential projects throughout California. Mr. Foster began his legal career in the real estate group at the law firm of Allen Matkins, LLP, located in Irvine, California where he was employed from September 1998 to June 2003. Mr. Foster received a B.A. degree in International Relations, Political Science and Economics from the University of Southern California, and a J.D. degree from the University of Southern California, Gould School of Law. Jeffrey T. Hanson has served as our non-executive Chairman of the board since June 2022, having previously served as our Executive Chairman of the board since October 2021, and our Chief Executive Officer and Chairman of the board from January 2015 until October 2021. He was also one of the founders and owners of AHI Group Holdings, an investment management firm that owned a controlling interest in 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 until October 2021. Mr. Hanson also served as Chief Executive Officer and Chairman of the board of directors of GAHR III, from January 2013 until October 2021, and previously served as Chief Executive Officer and Chairman of the board of directors of GAHR II, from January 2009 to December 2014. He also served as Executive Vice President of Griffin-American Healthcare REIT Advisor from November 2011 to December 2014. He served as the Chief Executive Officer of Grubb & Ellis Healthcare REIT Advisor from January 2009 to November 2011 and as the Chief Executive Officer and President of Grubb & Ellis Equity Advisors from June 2009 to November 2011. He also served as the President and Chief Investment Officer of Grubb & Ellis Realty Investors, LLC, or Grubb & Ellis Realty Investors, from January 2008 and November 2007, respectively, until November 2011. 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 investment management subsidiaries within Grubb & Ellis’ organization from July 2006 to November 2011. From 1997 to July 2006, prior to Grubb & Ellis’ merger with NNN Realty Advisors, Inc., or NNN Realty Advisors, in December 2007, Mr. Hanson served as Senior Vice President with Grubb & Ellis’ Institutional Investment Group in the firm’s Newport Beach office. While with that entity, he managed investment sale assignments throughout the Western United States, with a significant focus on leading acquisitions and dispositions on healthcare-related properties, for major private and institutional clients. During that time, he also served as a member of the Grubb & Ellis President’s Counsel and Institutional Investment Group Board of Advisors. Additionally, from December 2015 to November 2016, Mr. Hanson served as a member of the board of directors of Trilogy. Mr. Hanson received a B.S. degree in Business from the University of Southern California with an emphasis in Real Estate Finance. Our board selected Mr. Hanson to serve as a director because he currently serves as our non-executive Chairman of the board, and he previously served as our Chief Executive Officer and Chairman of the board for eight 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. He has knowledge of the real estate and healthcare industries and relationships with chief executives and senior management at real estate and healthcare companies. Our board 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. Mathieu B. Streiff has served as a member of our board since October 2021. Prior to that, he served as our Executive Vice President from August 2022 until December 2022, and as our Chief Operating Officer from October 2021 until August 2022. Mr. Streiff also served as our Executive Vice President and General Counsel from January 2015 until October 2021. He was also one of the founders and owners of AHI Group Holdings. Mr. Streiff also was a founding principal and served as Managing Director from December 2014 until October 2021, and General Counsel from December 2014 to December 2019, of AHI. He also served as Executive Vice President, General Counsel of GAHR III from July 2013 until 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. He also has served as Executive Vice President of Griffin-American Healthcare REIT Advisor from November 2011 to December 2014. Mr. Streiff served as General Counsel, Executive Vice President and Secretary of Grubb & Ellis from October 2010 to June 2011, after previously serving as the firm’s Chief Real Estate Counsel and Senior Vice President, Investment Operations. From September 2002 until March 2006, Mr. Streiff was an associate in the real estate department of Latham & Watkins LLP in New York, New York. Additionally, since December 2015, Mr. Streiff has also served as a member of the board of directors of Trilogy. Mr. Streiff received a B.S. degree in Environmental Economics and Policy from the University of California, Berkeley and a J.D. degree from Columbia University Law School. He is a member of the New York State Bar Association. 78 Table of Contents Our board selected Mr. Streiff to serve as a director because he was our Chief Operating Officer 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 18 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 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 and operational expertise to our board. Scott A. Estes has served as one of our independent directors and a member of the Audit Committee since August 2022 and as chairman of the Audit Committee since June 2023. Mr. Estes has also served as a member of the board of trustees and audit committee chairman of JBG Smith Properties, a NYSE-listed REIT, located in Bethesda, Maryland 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 and its audit committee chairman since June 2018, Mr. Estes has also served, effective as of December 31, 2023, as Chairman of Essential Properties Realty Trust, a NYSE-listed REIT located in Princeton, New Jersey 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, a NYSE-listed, S&P 500 constituent REIT, located in Toledo, Ohio, focused on healthcare infrastructure, from January 2009 to October 2017. Mr. Estes also served as Senior Vice President and Chief Financial Officer of Welltower from March 2006 to January 2009 and as Vice President of Finance of Welltower from April 2003 to March 2006. During his tenure at Welltower, 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 January 2000 to April 2003, Mr. Estes served as a Senior Equity Research Analyst and Vice President with Deutsche Bank Securities, a financial services firm, with primary coverage of the healthcare REIT and healthcare services industry sub-sectors. Additionally, Mr. Estes served as Vice President in Bank of America Securities’ equity research department from January 1998 through December 1999, covering the healthcare REIT and senior housing sectors, and as an Associate Analyst and Assistant Vice President in Morgan Stanley’s equity research department from March 1994 through December 1997. Mr. Estes received his B.A. degree in Economics in 1993 from the College of William and Mary. Our board selected Mr. Estes to serve as a director based on his financial and business expertise, particularly in his capacity as Chief Financial Officer of a large, NYSE-listed healthcare REIT. Our board 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 an audit committee chairman) will bring value to us. Brian J. Flornes has served as one of our independent directors and a member of the Audit Committee since February 2016 and as the Nominating and Corporate Governance Committee chairman since October 2021. He also served as a member of our special committee from October 2020 to October 2021. Mr. Flornes 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, located in Newport Beach, California, owned and operated senior housing communities specializing in independent senior living, assisted living and memory care services for Alzheimer’s and other dementia with 24 communities in California and Washington. Vintage grew to be one of the largest assisted living providers in California and consistently ranked in the “Top 50” owners and operators of senior housing across the nation, according to the Assisted Living Federation of America. Vintage sold the majority of its portfolio of communities in 2016, which encompassed in excess of 3,200 resident units with more than 2,000 associates. Since February 2006, Mr. Flornes has been responsible for a direct joint-venture relationship with one of the nation’s largest pension funds. The joint venture, with $325,000,000 of committed capital, has acquired 19 senior living communities and net asset value has grown to more than 2.5 times invested capital. From 1995 to 1998, Mr. Flornes served as Founder and Principal of American Housing Concepts, a real estate development firm directly associated with ARV Assisted Living, one of the largest senior living providers in the early 1990s. Prior to American Housing Concepts, Mr. Flornes served in several roles and ultimately as President of Development, from 1992 to 1995, of ARV Assisted Living. Throughout his career, Mr. Flornes has directly contributed to the acquisition and development of more than 8,000 units of senior living in 11 states and has been responsible for $1.5 billion in financing. 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. Mr. Flornes received a B.A. degree in Communication as well as an M.B.A. degree from Loyola Marymount University. 79 Table of Contents Our board 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 30 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 believes that this experience will bring valuable knowledge and operational expertise to our board. Dianne Hurley has served as one of our independent directors and a member of the Audit Committee since February 2016. She has also served as chairwoman of the Compensation Committee since June 2023, having been a member of such committee since October 2021. Ms. Hurley also served as the chairwoman of the Audit Committee from February 2016 to June 2023 and as our special committee chairwoman from October 2020 to October 2021. Ms. Hurley has also served as an independent director, audit committee chairwoman and member of the nominating and corporate governance committee of AG Mortgage Investment Trust, a publicly traded residential mortgage REIT located in New York, New York, since December 2020. Prior to that, Ms. Hurley was an independent director and audit committee chairwoman of CC Real Estate Income Fund located in New York, New York, 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, located in New York, New York, 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. located in New York, New York, from February 2015 until December 2018. Ms. Hurley has been an operations, finance and human capital management c-suite consultant in the real estate, asset management and education sectors since 2015. In addition, from April 2022 until July 2023, Ms. Hurley was a Managing Director at Glocap Search, LLC, from May 2020 until April 2022, she was the Chief Financial and Operations Officer of Moravian Academy, and from March 2017 until July 2020, she was the Chief Administrative Officer of A&E Real Estate. From September 2009 to November 2011, Ms. Hurley served as the Chief Operating Officer, Global Distribution, at Credit Suisse Asset Management, where she was responsible for management of the distribution business, strategic initiatives, reporting, and regulatory and compliance oversight. From 2004 to September 2009, Ms. Hurley served as the founding Chief Administrative Officer of TPG-Axon Capital, where she was responsible for investor relations, human capital management, compliance policy implementation, joint venture real estate investments and corporate real estate. Earlier in her career, Ms. Hurley worked in the real estate department at Goldman Sachs. Ms. Hurley holds a Bachelor of Arts from Harvard University in Cambridge, Massachusetts and a Master of Business Administration from the Yale School of Management, New Haven, Connecticut. Our board selected Ms. Hurley to serve as a director in part due to her financial expertise, particularly in the real estate industry. Our board 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 and audit committee financial expert. With her extensive background in real estate finance and real estate operations, Ms. Hurley brings valuable business skills to our board. Marvin R. O’Quinn has served as one of our independent directors and a member of the Compensation Committee since January 2023. Mr. O’Quinn has also served as the President and Chief Operations Officer of CommonSpirit Health located in Chicago, Illinois, between February 2019 and 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 until February 2019, Mr. O’Quinn served as the Senior Executive Vice President and Chief Operating Officer of Dignity Health, a not-for-profit corporation located in San Francisco, California, that operated hospitals and ancillary care centers located in California, Arizona and Nevada. He also served as President and Chief Executive Officer of Jackson Health System in Miami, Florida, from 2003 to 2009. Prior to that, Mr. O’Quinn served as Executive Vice President and Chief Operating Officer of Atlantic Health System in Florham Park, New Jersey, from 2000 until 2003. Mr. O’Quinn has also held executive positions with New York Presbyterian Health System, located in New York, New York, as well as Providence Medical Center and Providence Milwaukie Hospital, located in Portland, Oregon. Additionally, throughout his career, Mr. O’Quinn has held key positions within other hospitals and medical centers throughout the Northwest, including Legacy Emanuel Hospital & Health Center, Willamette Falls Hospital, Valley Children’s Hospital and Harborview Medical Center. Mr. O’Quinn also currently serves as chairman of the board of directors for Dignity Health Global Education, headquartered in Phoenix, Arizona, and holds appointments with First Initiatives Insurance, Ltd., a captive insurance company appointments with First Initiatives Insurance, Ltd., a captive insurance company headquartered in Englewood, Colorado, that serves CommonSpirit Health, and Premier, Inc., (NASDAQ: PINC), located in Charlotte, North Carolina, a Nasdaq-listed healthcare improvement company that completed its initial public offering in October 2013. Mr. O’Quinn holds a master’s degree in Health Administration and a bachelor’s degree in Science and Biology from the University of Washington. 80 Table of Contents Our board selected Mr. 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. With his significant experience, Mr. Quinn brings valuable industry knowledge to our company. Valerie Richardson has served as one of our independent directors and a member of the Nominating and Corporate Governance Committee since January 2023 as well as a member of the Compensation Committee since June 2023. Ms. Richardson has also served as the Chief Operating Officer of the International Council of Shopping Centers, or ICSC, a professional trade organization serving the retail marketplaces industry, located in New York, New York since February 2021. She previously served as the Vice President of Real Estate for The Container Store, Inc., located in Coppell, Texas, where she led its real estate team for 20 years from September 2000 until February 2021. Before joining The Container Store, Inc. in the fall of 2000, she also served as Senior Vice President – Real Estate and Development for Ann Taylor, Inc., headquartered in New York, New York, where she administered the company’s store expansion strategy for Ann Taylor and Ann Taylor Loft. Prior to that, Ms. Richardson was Vice President of Real Estate and Development of Barnes & Noble, Inc., the country’s largest bookselling retailer. Ms. Richardson began her real estate career at Trammell Crow Company, a Dallas-based real estate developer, where she became a Partner in its Shopping Center Division. 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 audit, 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 to 2019 term and ICSC Vice-Chairperson for the 2017 to 2018 term. She also served on the Board of the ICSC Foundation from 2011 to 2019, and as a Trustee at Baylor Scott & White Medical Center – Plano from 2010 to 2016. Ms. Richardson earned an M.B.A. in Real Estate from the University of North Texas and a B.S. in Education from Texas State University. Our board 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 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 company. Wilbur H. Smith III has served as one of our independent directors since February 2016 and as a member of the Nominating and Corporate Governance Committee since October 2021. He also served as a member of our special committee from October 2020 to October 2021. Mr. Smith is 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 are located in Irvine, California and 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. The majority of Greenlaw’s assets have been in joint ventures with ultra-high net worth individuals and leading global institutional groups including Walton Street, Westbrook, Oaktree, BGO, Invesco, Cigna, UBS, Guggenheim, Cross Harbor and Cerberus. Currently, Greenlaw’s portfolio approaches $3.0 billion in value and has approximately 10,000,000 square feet of income assets and over 10,000 acres of land. Prior to Greenlaw, Mr. Smith served as Vice President of Newport Beach based Makar Properties from 1999 to 2003. Mr. Smith also served as Trustee of Partners Real Estate Investment Trust from June 2013 to December 2013 and served on the board of California Waterfowl Association from 2012 to 2016. 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 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 a licensed California real estate broker and received a B.S. degree in Agriculture from California Polytechnic State University, San Luis Obispo, and earned a master’s degree in Real Estate Development from the University of Southern California. Our board 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 believes his executive experience in the real estate industry will bring strong financial and operational expertise to our board. 81 Table of Contents Key Officers The following table and biographical descriptions set forth certain information with respect to the individuals who are our non-executive key officers: Name Age* Position Kenny Lin 47 Executive Vice President, Chief Accounting Officer, Deputy Financial Officer Wendie Newman 60 Executive Vice President, Asset Management Ray Oborn 54 Executive Vice President, Asset Management Cora Lo 49 Senior Vice President, Associate General Counsel and Assistant Secretary ___________ * As of March 22, 2024 Kenny Lin has served as our Executive Vice President, Chief Accounting Officer and Deputy Chief Financial Officer since March 2023, having previously served as our Executive Vice President, Accounting & Finance from October 2021 to March 2023 and as our Vice President, Accounting & Finance from September 2020 to October 2021. He also served as Executive Vice President, Accounting & Finance of American Healthcare Investors 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 American Healthcare Investors 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 joining Mobilitie, LLC, Mr. Lin was a Senior Accountant at Grubb & Ellis in Santa Ana, California, from June 2005 until April 2008, where he was responsible for managing financial reporting and was integral to the consolidation aspects of Grubb & Ellis’ merger with NNN Realty Advisors. Throughout his career, Mr. Lin has served in various financial accounting roles within publicly traded companies, including Johnson & Johnson, Bank of New York Mellon Corp. and STAAR Surgical Company. Mr. Lin received a B.S. degree in Accounting from California State University, Los Angeles and a Master’s degree in Accounting from the University of Southern California. Mr. Lin is a Certified Public Accountant in the State of California, and he is also a Certified Financial Planner and Certified Management Accountant. Wendie Newman has served as our Executive Vice President of Asset Management since October 2021, having previously served as our Vice President of Asset Management from June 2017 to October 2021. She has also served as Executive Vice President of Asset Management of American Healthcare Investors 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 traded 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. Ms. Newman also served as Vice-President, Asset Manager of PM Realty Group, one of the leading providers of property management services, from March 2005 to April 2008, where she was responsible for the asset management of a portfolio consisting of office, industrial and retail properties. Prior to PM Realty Group, Ms. Newman served as Regional Manager of Sares-Regis Group, from January 2004 to February 2005. Ms. Newman also previously served in property manager roles with CB Richard Ellis, Inc., Greystone Group LLC, and Fairfield Properties, Inc. during her career. Ms. Newman received a B.S. degree in Business Administration from the University of Southern California and an M.B.A. in Finance from California State University, Long Beach. Ray Oborn has served as our Executive Vice President of Asset Management since October 2021. He also served as Executive Vice President of Asset Management of American Healthcare Investors 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 82 Table of Contents 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. Mr. Oborn received a bachelor’s degree in behavioral science and health and an M.B.A. from the University of Utah. Cora Lo has served as our Senior Vice President, Associate General Counsel and Assistant Secretary since February 2023, having previously served as our Senior Vice President, Assistant General Counsel from October 2021 to February 2023 and our Secretary from January 2015 to February 2023. From December 2015 to October 2021, she also served as our Assistant General Counsel. Ms. Lo also served as Senior Vice President, Assistant General Counsel — Corporate of American Healthcare Investors 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, having served as Senior Corporate Counsel and Securities Counsel for Grubb & Ellis Realty Investors since January 2007 and December 2005, respectively. She also served as the Assistant Secretary of Grubb & Ellis Apartment REIT, Inc., which was later known as Landmark Apartment Trust, Inc., from June 2008 to November 2010. From September 2002 to December 2005, Ms. Lo served as General Counsel of I/OMagic Corporation, a publicly traded company. Prior to 2002, Ms. Lo served as an attorney in private practice, representing public and private company clients in all areas of corporate and securities law. Ms. Lo also interned at the United States Securities and Exchange Commission, or SEC, Division of Enforcement in 1998. Ms. Lo received a B.A. degree in Political Science from University of California, Los Angeles and received a J.D. degree from Boston University. Ms. Lo is a member of the California State Bar Association. Director Independence At least a majority of our directors are required to qualify as “independent” as affirmatively determined by our board. After review of all relevant transactions or relationships between each director, or any of his or her family members, and American Healthcare REIT, our senior management and our independent registered public accounting firm, our board has determined that Messrs. Estes, Flornes, O’Quinn and Smith, and Mses. Hurley and Richardson, who comprise a majority of our board, meet the current independence and qualifications requirements of the NYSE. In addition, our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee members qualify as independent under the NYSE rules applicable to audit committee and compensation committee members. Board of Directors Leadership Structure Jeffrey T. Hanson has served as our non-executive Chairman of our board since June 2022. From October 2021 to June 2022, he served as our Executive Chairman of our board. Mr. Hanson also served as our Chief Executive Officer and Chairman of our board from January 2015 to October 2021. Danny Prosky assumed the role of Chief Executive Officer and became a member of our board in October 2021. Our independent directors believe our board leadership structure is in the best interests of our stockholders as Mr. Hanson is uniquely positioned to lead our board with his exceptional depth of knowledge about our company and the opportunities and challenges we face. As our former Chief Executive Officer, Mr. Hanson provides valuable industry and strategic perspective to our board. Separating the roles of Chairman of the Board of Directors and Chief Executive Officer also allows our Chief Executive Officer to focus on managing our business and operations, while our Chairman of the board focuses on board of directors matters, which we believe is especially important in light of the high level of regulation and scrutiny of public company boards of directors. Our board retains the authority to modify this structure to best address our unique circumstances, and so advance the best interests of all stockholders, as and when appropriate. In addition, although we do not have a lead independent director, our board believes that the current structure is appropriate and that, for the reasons set forth below, its existing corporate governance practices achieve independent oversight and management accountability. Our governance practices provide for strong independent leadership, independent discussion among directors and for independent evaluation of, and communication with, many members of senior management. These governance practices are reflected in our Code of Business Conduct and Ethics, as amended, or our Code of Ethics, and our Corporate Governance Guidelines. Some of the relevant processes and other corporate governance practices include: • A majority of our directors are independent directors. Each director is an equal participant in decisions made by our full board. • We have separate chairman of the board and chief executive officer roles. 83 Table of Contents • An Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee comprised entirely of independent directors. • Strategic and risk oversight by our board and committees of the board. • The consideration of factors including diversity, age, skills, and such other factors as our board deems appropriate given the current needs of our board and our company, when appointing new directors. • Each of our directors is elected annually by our stockholders. • An annual board of directors and committee of the board of directors evaluation process. Committees of our Board of Directors Our board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The principal functions of each committee are briefly described below. Additionally, our board may from time to time establish other committees to facilitate our board’s oversight of management of the business and affairs of our company. Each committee’s charter is available on the Investor Relations — Corporate Governance section of our website at www.AmericanHealthcareREIT.com. The current chairs and members of each committee are set forth below. Audit Committee. We have established an audit committee which currently consists of Ms. Hurley and Messrs. Flornes and Estes, all of whom are independent directors, with Mr. Estes serving as the chairman of the Audit Committee. Our board has determined that Ms. Hurley qualifies as an audit committee financial expert under applicable SEC rules. Our audit committee’s primary function is to assist our board in fulfilling its oversight responsibilities by reviewing the financial information to be provided to the stockholders and others, the system of internal controls which management has established, and the audit and financial reporting process. The Audit Committee: (1) has direct responsibility for appointing and overseeing an independent registered public accounting firm registered with the Public Company Accounting Oversight Board, or PCAOB, to serve as our independent auditors; (2) reviews the plans and results of the audit engagement with our independent registered public accounting firm; (3) approves audit and non-audit professional services (including the fees and terms thereof) provided by, and the independence of, our independent registered public accounting firm; and (4) consults with our independent registered public accounting firm regarding the adequacy of our internal controls. The Audit Committee also approves the audit committee report required by SEC regulations to be included in our annual proxy statement. Additionally, the Audit Committee oversees the investigation and handling of any concerns or complaints that arise under the our whistleblower policy, which includes a third-party administered whistleblower hotline and dedicated email address to enable all interested parties, including our employees, to submit confidential complaints, concerns, unethical business practices, violations or suspected violations for any and all matters pertaining to accounting, internal control, or auditing, as well as potential violations of a law, rule, regulation, or our Code of Ethics. Pursuant to our Audit Committee charter, the Audit Committee will be comprised solely of independent directors. Compensation Committee. We established a compensation committee in October 2021, which is currently comprised of Mr. O’Quinn and Mses. Hurley and Richardson, all of whom are independent directors, with Ms. Hurley serving as the chairwoman of the Compensation Committee. The primary focus of our Compensation Committee is to assist our board in fulfilling its responsibilities with respect to officer and director compensation. Our Compensation Committee assists our board in this regard by: (1) reviewing and approving our corporate goals with respect to compensation of executive officers; (2) reviewing and acting on compensation levels and benefit plans for our executive officers; (3) recommending to our board compensation for all non-employee directors, including board of directors and committee retainers, meeting fees and equity-based compensation; (4) administering and granting awards under the American Healthcare REIT, Inc. Second Amended and Restated 2015 Incentive Plan, or the AHR Incentive Plan; and (5) setting the terms and conditions of such awards in accordance with the 2015 Incentive Plan. Our Compensation Committee fulfills these responsibilities in accordance with its charter and current laws, rules and regulations. Stock-based compensation plans will be administered by our board if the members of our Compensation Committee do not qualify as “non-employee directors” within the meaning of the Securities Exchange Act of 1934, as amended, or the Exchange Act; however, our board has determined that each member of our Compensation Committee is a “non-employee director” as defined in Rule 16b-3 under the Exchange Act. Nominating and Corporate Governance Committee. We established a nominating and corporate governance committee in October 2021, which is currently comprised of Messrs. Flornes and Smith and Ms. Richardson, all of whom are independent directors, with Mr. Flornes serving as the chairman of the Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee’s primary focus is to assist our board in fulfilling its responsibilities with respect to director nominations, corporate governance, board of directors and committee evaluations and conflict resolutions. Our Nominating and Corporate Governance Committee assists our board of directors in this regard by: (1) identifying individuals qualified to serve on our board, consistent with criteria approved by our board, and recommending that our board select a slate of director nominees for election by our stockholders at the annual meeting of our stockholders; (2) developing 84 Table of Contents and implementing the process necessary to identify prospective members of our board; (3) determining the advisability of retaining any search firm or consultant to assist in the identification and evaluation of candidates for membership on our board; (4) overseeing an annual evaluation of our board, each of the committees of our board and management; (5) developing and recommending to our board a set of corporate governance principles and policies; (6) periodically reviewing our corporate governance principles and policies and suggesting improvements thereto to our board; and (7) considering and acting on any conflicts-related matter required by our charter or otherwise permitted by Maryland law where the exercise of independent judgment by any of our directors, could reasonably be compromised, including approval of any transaction involving any of our affiliates. Our Nominating and Corporate Governance Committee fulfills these responsibilities primarily by carrying out the activities enumerated in its charter and in accordance with current laws, rules and regulations. Corporate Governance Pursuant to our Nominating and Corporate Governance Committee’s charter, our Nominating and Corporate Governance Committee developed and recommended a set of formal, written guidelines for corporate governance, or our Corporate Governance Guidelines, which were adopted by our full board. We also adhere to what we believe to be industry leading policies to ensure our management and employees are acting in a manner which protects the best interest of our stockholders. This includes our Code of Ethics, Whistleblower Policy, Insider Trading Policy, Regulation FD and Disclosure Policy, and Related Party Transactions Policy. Our Nominating and Corporate Governance Committee also, from time to time, reviews our governance structures and procedures and suggests improvements thereto to our full board. Such improvements, if adopted by our full board, will be incorporated into our Corporate Governance Guidelines. Periodic Evaluations Our Nominating and Corporate Governance Committee conducts an annual evaluation of its own performance and oversees the annual evaluations of our board, each of the other committees of our board and management. Conflicts of Interest Our Nominating and Corporate Governance Committee considers and acts upon any conflicts of interest-related matter required by our charter or otherwise permitted by Maryland law where the exercise of independent judgment by any of our directors, who is not an independent director, could reasonably be compromised, including approval of any transaction involving our affiliates. Director Nomination Procedures and Diversity Our Nominating and Corporate Governance Committee, among other things, assists our board in fulfilling its responsibilities with respect to director nominations. In selecting a qualified nominee for recommendation to our board, the Nominating and Corporate Governance Committee considers such factors as it deems appropriate, which may include: the current composition of our board; the range of talents of a nominee that would best complement those already represented on our board; the extent to which a nominee would diversify our board; a nominee’s standards of integrity, commitment and independence of thought and judgment; a nominee’s ability to represent the long-term interests of our stockholders as a whole; a nominee’s relevant expertise and experience upon which to be able to offer advice and guidance to management; a nominee who is accomplished in his or her respective field, with superior credentials and recognition; and the need for specialized expertise. While we do not have term limits for our board or a formal refreshment policy, our Nominating and Corporate Governance Committee and board regularly evaluate potential candidates and consider the potential benefits of adding new members to our board. While we do not have a formal diversity policy, we believe that the backgrounds and qualifications of our directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow our board to fulfill its responsibilities. Accordingly, we actively seek out qualified women and individuals from underrepresented communities to include in the pool from which board of director nominees are chosen. Our Nominating and Corporate Governance Committee annually reviews our board’s composition by evaluating whether our board has the right mix of skills, experience and backgrounds. As part of such annual review process, our Nominating and Corporate Governance Committee reviews its own effectiveness in recommending director nominees with diverse backgrounds and experiences relative to any perceived needs in the composition of our board. While our full board remains responsible for selecting its own nominees and recommending them for election by our stockholders, our board has delegated the screening process necessary to identify qualified candidates to our Nominating and Corporate Governance Committee. 85 Table of Contents Our Nominating and Corporate Governance Committee annually reviews director suitability and the continuing composition of our board; it then recommends director nominees who are voted on by our full board. In recommending director nominees to our board, our Nominating and Corporate Governance Committee considers candidates for membership on our board recommended by its own members, other directors and management, as well as by our stockholders, provided such stockholder nominations for our board meet the established director criteria. Notice of proposed stockholder nominations for our board must be delivered in accordance with the requirements set forth in our bylaws and SEC Rule 14a-8 promulgated under the Exchange Act. Nominations must include the full name of the proposed nominee, a brief description of the proposed nominee’s business experience for at least the previous five years and a representation that the nominating stockholder is a beneficial or record owner of our common stock. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. Nominations should be delivered to: American Healthcare REIT, Inc., Board of Directors, 18191 Von Karman Avenue, Suite 300, Irvine, California 92612, Attention: Secretary. In evaluating the persons nominated as potential directors, our Nominating and Corporate Governance Committee will consider each candidate without regard to the source of the recommendation and take into account those factors that the Nominating and Corporate Governance Committee determines are relevant. Our board, based on the recommendation of our Nominating and Corporate Governance Committee, selects the slate of directors to be nominated for election at the annual meeting of stockholders. Corporate Responsibility — Environmental, Social and Governance (ESG) Refer to Item 1, Business — Corporate Responsibility — Environmental, Social and Governance (ESG), for more information regarding our corporate responsibility and ESG initiatives. Board of Directors Role in Risk Oversight Our board oversees our stockholders’ and other stakeholders’ interest in the long-term success of our business strategy and our overall financial strength. Our board is actively involved in overseeing risks associated with our business strategies and decisions. It does so, in part, through its oversight of our executive officers responsible for our real estate and real estate-related investments, acquisitions and dispositions and debt financing. Our board is also responsible for overseeing risks related to corporate governance and the selection of nominees to our board. In addition, the Audit Committee meets regularly with our Chief Executive Officer, Chief Financial Officer, independent registered public accounting firm and legal counsel to discuss our major financial risk exposures, financial reporting, internal controls, credit and liquidity risk, compliance risk and cybersecurity risk. The Audit Committee meets regularly in separate executive sessions with the independent registered public accounting firm, as well as with committee members only, to facilitate a full and candid discussion of risk and other governance issues. The Compensation Committee oversees, among other things, the assessment and management of risks related to our incentive compensation plans and equity-based incentive plan and whether our incentive compensation arrangements encourage excessive risk taking. The Nominating and Corporate Governance Committee oversees the assessment and management of risks related to our governance structure, including our board leadership structure and management and director succession, as well as our ESG risks, trends and best practices. Code of Business Conduct and Ethics We have adopted our Code of Ethics, which contains general guidelines for conducting our business and is designed to help our directors, employees and independent consultants resolve ethical issues in an increasingly complex business environment. Our Code of Ethics applies to our officers, employees and all members of our board. Our Code of Ethics covers topics including, but not limited to, conflicts of interest, fair dealing, confidentiality of information, and compliance with laws and regulations. Stockholders may request a copy of our Code of Ethics, which will be provided without charge, by writing to: American Healthcare REIT, Inc., 18191 Von Karman Avenue, Suite 300, Irvine, California 92612, Attention: Secretary. Our Code of Ethics is also available in the Investor Relations – Corporate Governance section on our website, http://www.AmericanHealthcareREIT.com. If, in the future, we amend, modify or waive a provision in our Code of Ethics, we may, rather than filing a Current Report on Form 8-K, satisfy the disclosure requirement by posting such information on our website, as necessary. 86 Table of Contents Item 11. Executive Compensation. Compensation Discussion and Analysis Introduction This Compensation Discussion and Analysis outlines the principles underlying our executive compensation policies and decisions as it relates to our named executive officers, or NEOs. Our NEOs and their positions held for the year ended December 31, 2023 were: • Danny Prosky — Chief Executive Officer and President • Brian S. Peay — Chief Financial Officer • Gabriel M. Willhite — Chief Operating Officer • Stefan K.L. Oh — Chief Investment Officer • Mark E. Foster — Executive Vice President, General Counsel and Secretary The Compensation Committee believes that our compensation program for executive officers is an important tool to: • attract, retain and motivate highly-skilled executives; • encourage management to balance short-term goals and longer-term objectives without incentivizing excessive risk-taking; • achieve an appropriate balance between risk and reward that does not incentivize excessive risk-taking; and • align the interests of management and stockholders through the use of equity-based compensation. The Compensation Committee applied this philosophy in establishing each of the elements of executive compensation for the fiscal year ended December 31, 2023. Our Compensation and Governance Practices & Policies We believe the following practices and policies promote sound compensation governance and are in the best interests of our stockholders and executives: What We Do What We Don’t Do ✓  Compensation Committee comprised solely of independent directors x   No significant perquisites ✓  Independent compensation consultant x   No minimum guaranteed base salary increases ✓  Significant portion of total compensation in the form of equity awards with long-term vesting x   No tax gross ups to our NEOs ✓  Significant portion of total compensation is based on performance and is not guaranteed x   We have a defined program that does not allow for uncapped bonus payouts ✓  We enhance executive officer retention with time-based, multi-year vesting equity incentive awards x   We do not allow hedging or pledging of our securities ✓  We use multiple performance measures for cash bonuses and multi-year equity awards, which mitigates compensation-related risk x   We do not provide single-trigger change in control cash severance payments Determining Compensation for Named Executive Officers Role of Compensation Committee The Compensation Committee is comprised entirely of independent directors and operates under a written charter. The Compensation Committee is responsible for determining compensation for all of our NEOs including evaluating compensation policies, approving target and actual compensation for executives and administering our equity incentive programs. 87 Table of Contents Role of Management Our Chief Executive Officer plays an important role in setting compensation for our other executive officers by assisting the Compensation Committee in evaluating individual goals and objectives and developing compensation recommendations for NEOs other than himself. Final decisions on the design of the compensation program, including total compensation, are ultimately made by the Compensation Committee. Role of Compensation Consultant The 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 2023 compensation, at the recommendation of management, the Compensation Committee retained Ferguson Partners Consulting, L.P., or FPC, as its independent compensation consultant to advise it on executive officer and director compensation. FPC did not provide any other services to management. The Compensation Committee believes that there are no conflicts of interest with respect to FPC’s services. Results of 2023 Advisory Vote on Executive Compensation At our 2023 annual meeting of stockholders, we asked our stockholders to approve, on an advisory (non-binding) basis, the compensation paid to our NEOs for the year ended December 31, 2022. Our stockholders showed support for our executive compensation program, with 86.0% of the votes cast approving the advisory resolution. The Compensation Committee did not make any changes to our executive compensation program in response to the 2023 advisory vote on executive compensation. 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 the Compensation Committee with comparative market data on the overall compensation program for our executive officers based on an analysis of peer companies. In developing our peer group, the Compensation Committee took into consideration the following characteristics: • Portfolio size; • Market capitalization and total capitalization; • Asset class of portfolio; and • Pre-listing history (emergence from non-listed REIT market to listed REIT market). The table set forth below identifies the companies in the peer group used for 2023, which the Compensation Committee considered as part of its analysis in setting compensation for our executive officers. This was the same peer group that was established and used in connection with compensation decisions made at the time of the AHI Acquisition. 2023 Executive Compensation Peer Group Brandywine Realty Trust Highwood Properties, Inc. Piedmont Office Realty Trust, Inc. CareTrust REIT, Inc. LTC Properties, Inc. Retail Opportunity Investments Corp. Global Medical REIT Inc. National Health Investors, Inc. Sabra Health Care REIT, Inc. Peakstone Realty Trust Orion Office REIT, Inc. Sila Realty Trust, Inc. Healthcare Realty Trust Incorporated Physicians Realty Trust SmartStop Self Storage REIT, Inc. 88 Table of Contents Alignment of Pay and Performance We maintain a target compensation program that is designed to appropriately align the compensation of our executives with performance. For 2023, approximately 78.6% of our Chief Executive Officer’s target pay was performance-based/at risk and approximately 70.2% of target pay for the remaining NEOs was performance-based/at risk. The pay mix of our executives for 2023 is shown below: Elements of Compensation For 2023, our executive compensation program for our NEOs consisted of base salary, a short-term incentive cash bonus and long-term equity incentive awards. The material components of our 2023 executive compensation program are summarized in the following chart: Base Salary Fixed level of competitive base pay to attract and retain executive talent generally based on scope and complexity of role and responsibilities Short-Term Incentive Program Designed to reward our NEOs for the achievement of annual corporate performance goals and individual performance goals • Includes 70% (varies by executive officer) of objectively evaluated metrics for corporate performance • Includes 30% (varies by executive officer) of subjectively evaluated strategic goals and individual performance Long-Term Incentive Program Awarded to encourage retention and alignment with the long-term growth and performance that maximizes stockholder value. 25% of total award is performance-based, and 75% is time-based and subject to the NEO’s continued employment or provision of services Base Salary We provide base salaries to our NEOs to compensate them for services rendered on a day-to-day basis. Base salary is also intended to attract and retain executive officers and is generally based on the scope and complexity of the role and responsibilities, experience, individual performance and contributions, and internal pay equity considerations, taking into account comparable company data provided by our compensation consultant and based upon the Compensation Committee’s understanding of compensation paid to similarly situated executives, adjusted as necessary to recruit or retain specific individuals. The Compensation Committee seeks to target our NEOs’ base salaries at competitive levels to recognize professional growth, success and/or increased responsibilities. We believe that providing a competitive base salary relative to the companies with which we compete for executive talent is a necessary element of a compensation program that is designed to attract and retain talented and experienced executives. We also believe that attractive base salaries can motivate and reward 89 Table of Contents our executive officers for their overall performance. Base salaries are reviewed annually by the Compensation Committee to assess if adjustments are necessary. The base salaries for our NEOs for 2023 and 2022 are shown below. Named Executive Officer 2023 Salary 2022 Salary % Change Danny Prosky $ 750,000 $ 750,000 —  Brian S. Peay $ 475,000 $ 475,000 —  Gabriel M. Willhite $ 425,000 $ 425,000 (1) —  Stefan K.L. Oh $ 400,000 $ 400,000 —  Mark E. Foster $ 360,000 $ 360,000 —  ___________ (1) Reflects Mr. Willhite’s annualized base salary following his promotion in August 2022. 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. The following table sets forth the threshold (as a percentage of target), target (as a percentage of base salary), and maximum (as a percentage of target) bonus opportunities for each NEO under our annual cash bonus program and used in determining 2023 awards: 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% 75% 150% Mark E. Foster 50% 65% 150% In determining the size of cash bonus awards, the Compensation Committee, in consultation with FPC, thoroughly reviews our corporate performance and the individual performance of the NEOs. For 2023, individual performance was evaluated subjectively by the Compensation Committee while corporate performance was evaluated objectively, with corporate performance being evaluated against pre-determined performance metrics and hurdles. For 2023, the objective performance metrics included Adjusted EBITDA Growth (excluding grant income), our net debt to adjusted EBITDA and our same-property NOI Growth (as defined below, and excluding grant income), as described further below. Our 2023 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 2023, 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 the Compensation Committee to determine corporate performance: Metric Weighting Performance Hurdles Actual 2023 Performance Target Met Threshold (50% Payout) Target (100% Payout) Maximum (150% Payout) Adjusted EBITDA Growth 40% 7.50% 8.50% 9.00% 14.20% Maximum Net Debt to Adjusted EBITDA 30% 9.1x 8.85x 8.6x 8.8x Target Same-Property NOI Growth 30% 3.00% 4.00% 5.00% 9.20% Maximum 90 Table of Contents 2023 Performance Metrics Adjusted EBITDA Growth • EBITDA is a non-GAAP financial measure that is defined as earnings before interest, taxes, depreciation and amortization. • Adjusted EBITDA is defined as EBITDA excluding the impact of stock-based compensation expense, acquisition and pursuit costs, gain (loss) on sales of real estate, unrealized foreign currency gain (loss), change in fair value of financial instruments, impairment of real estate assets, lease termination revenue, non-recurring items and adjusted for non-controlling interest. • Adjusted EBITDA Growth is calculated as the percentage increase/(decrease) of current year Adjusted EBITDA less grant income over prior year’s Adjusted EBITDA less grant income. • We use Adjusted EBITDA Growth to measure and assess our earnings growth on an unleveraged basis. Moreover, it is an important and closely followed measure of our performance by the investing community and our stockholders. Net Debt to Adjusted EBITDA • Net Debt is our consolidated short-term and long-term debt less our consolidated total and cash and cash equivalents. • Adjusted EBITDA is defined as EBITDA excluding the impact of stock-based compensation expense, acquisition and pursuit costs, gain (loss) on sales of real estate, unrealized foreign currency gain (loss), change in fair value of financial instruments, impairment of real estate assets, lease termination revenue, non-recurring items, and adjusted for non-controlling interest. • We believe Net Debt to Adjusted EBITDA indicates the strength of our company’s balance sheet and reflects our ability to generate sufficient earnings to service our indebtedness over time. Same-Property NOI Growth • NOI is defined as net income (loss), computed in accordance with GAAP, generated from properties before general and administrative expenses, business acquisition expenses, depreciation and amortization, interest expense, gain or loss on dispositions, impairment of real estate investments, impairment of intangible assets and goodwill, income or loss from unconsolidated entities, gain on re-measurement of previously held equity interest, foreign currency gain or loss, other income, and income tax benefit or expense. • Same-Property NOI is NOI from assets held by us for one year or more. • Same-Property NOI Growth is calculated as the percentage increase/(decrease) of current year Same-Property NOI less grant income over prior year’s Same-Property NOI less grant income. • We consider Same-Property 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. To determine individual performance, our Compensation Committee took into consideration the following 2023 key accomplishments by our Named Executive Officers: Named Executive Officer Key Accomplishments Danny Prosky • Led our success in reaching or exceeding our targets for EBITDA growth, same-property NOI growth and leverage ratios. • Implemented plans to achieve our overall strategic goals, focusing on maximizing the value of our real estate portfolio and ensuring that each department within our company has the talent and resources necessary to succeed. 91 Table of Contents Named Executive Officer Key Accomplishments Danny Prosky — (Continued) • Committed substantial time and effort mentoring, grooming and improving our investment and asset management teams and processes to strategically sell selective properties at attractive capitalization rates, improve the overall quality of the portfolio, increase same-property NOI and maintain high occupancy rates in the portfolio. • Served as a member of the Board of Directors of Trilogy, tasked with overseeing its continued recovery from the COVID-19 pandemic. • Developed and maintained key external relationships with peers, material tenants, operators and other significant parties in the healthcare real estate space. • Committed substantial time meeting with and developing relationships with potential institutional investors in order to enhance their exposure to our company in anticipation of raising institutional capital. Brian S. Peay • Implemented proactive measures to protect and enhance our company’s balance sheet, liquidity and financial flexibility to support its business objectives. • 2024 Offering Preparation • Assisted in the preparation and review of multiple filings with the SEC of our Registration Statement on Form S-11 in preparation for the 2024 Offering. • Led our efforts in preparing financial information and meeting with investment banking advisors and analysts, critical to execution of the 2024 Offering, resulting in the largest REIT public offering in connection with an exchange listing since 2018 (1). • Participated in multiple rounds of testing-the-waters meetings, both in-person and virtually, with potential institutional investors. • Improved our quarterly supplemental reporting package to be publicly filed with the SEC to support analysts’ and investors’ understanding of our business model and earnings. • Recruited and hired a Vice President of Investor Relations and Capital Markets instrumental in our messaging to analyst and investor communities. • Performed portfolio review meetings with each of our outpatient medical and long-term care asset management teams to understand key trends in the business and potential effects on earnings and cash flow. Gabriel M. Willhite • 2024 Offering Preparation • Contributed significantly to the preparation of our Registration Statement on Form S-11 filed with the SEC in connection with the 2024 Offering, resulting in the largest REIT public offering in connection with an exchange listing since 2018 (1). • Led our efforts in preparing roadshow and testing-the-waters marketing materials in connection with the 2024 Offering. • Met with investors providing background on our company and its growth prospects. • Significant meetings with research analysts providing education on our company. 92 Table of Contents Named Executive Officer Key Accomplishments Gabriel M. Willhite — (Continued) • Trilogy • Was appointed to Chairman of the Board of Trilogy Investors, our single-largest investment. • Oversaw performance and investments made through Trilogy Investors which had 12.4% NOI growth in 2023. • Led negotiations securing a purchase option for the minority interest of Trilogy Investors owned by a joint venture partner in a highly flexible and complex structure that allows for flexibility around timing and consideration. • Information Technology • Oversaw the establishment of our cybersecurity committee and assumed the role of chairman of the committee. • Oversaw the implementation of advancements in our cybersecurity protocols, including the development of our Cybersecurity Incident Management Plan. • Human Resources • Led the reorganization of the human resources department that included identifying and hiring a new head of human resources and a new head of payroll. • Oversaw a significant improvement and advancements in human resources policies, including the first year of fully online performance reviews. • Investment committee • Served as a member of our investment committee that evaluates all significant company investments and dispositions. Stefan K.L. Oh • Assumed the position of Chief Investment Officer in March 2023. • Enhanced Portfolio Quality: Led our investment and asset management teams in a strategic effort to enhance the overall quality of the portfolio through selective disposition of properties, contributing to better same-property NOI performance and EBITDA growth. • Generated Sales Proceeds: Oversaw the sale of senior housing and medical outpatient buildings at attractive pricing, resulting in approximately $195 million in gross sales proceeds and enhancing our leverage metrics. • Risk Management and Performance Optimization: Collaborated with the asset management teams to manage risk and optimize portfolio performance. This included operator realignment, leasing initiatives, and strategies to mitigate potential downside risks, including the conversion of two senior housing leased portfolios to SHOP. • Investment Structuring: Actively participated in structuring and negotiating the purchase option for the minority-held investment interest of Trilogy. • Stakeholder Relationships: Established and nurtured essential external connections with peers, tenants, operators, capital markets professionals, and other important stakeholders within the healthcare real estate industry. Mark E. Foster • Actively managed and reduced outside counsel legal expenses through fixed-fee arrangements, implementation of standard fee reductions and negotiation of legal fees where appropriate. • Successfully reduced legal expenses by hiring a new corporate attorney to reduce the use of outside counsel on certain corporate, securities and transactional matters. 93 Table of Contents Named Executive Officer Key Accomplishments Mark E. Foster — (Continued) • Oversaw updates to various corporate forms to mitigate potential exposure to risk, reduce unanticipated expenses, and align economic incentives at the asset level. • Provided legal support for human resource-related matters, including the transition of certain key personnel. • Conducted a review and assessment of corporate policies and procedures to identify necessary updates or new policy implementation in anticipation of the 2024 Offering. • Actively managed potential regulatory and compliance-related matters to minimize our risks. • Direct involvement with respect to SEC filings related to the 2024 Offering. • Worked closely with our business teams on strategic transactions, including: (i) an option to acquire the remaining interests in Trilogy; (ii) the disposition of non-strategic assets; (iii) appointment of a receiver with respect to assets in Oregon; (iv) various financing transactions; (v) tenant lease restructurings and operational transitions, and (vi) other strategic corporate transactions. • Oversaw and provided strategic input with respect to asset-based litigation and pending business disputes. ___________ (1) Nareit. (2024) Historical IPOs . Retrieved from www.reit.com/data-research/reit-market-data/reit-capital-offerings Based on its assessment of our corporate performance and each NEO’s individual performance and respective weightings described above, the Compensation Committee approved cash bonuses for 2023 in the following amounts: 2023 Cash Bonus Named Executive Officer Payout As a % of Target Danny Prosky $ 949,500 126.6% Brian S. Peay $ 601,350 126.6% Gabriel M. Willhite $ 538,050 126.6% Stefan K.L. Oh $ 379,800 126.6% Mark E. Foster $ 296,244 126.6% Long-Term Incentive Program (Equity-Based Compensation) As part of our compensation program, our NEOs are entitled to receive equity-based compensation. To encourage retention and alignment with our long-term growth and performance, 25% of such equity-based awards are performance-based and the remaining 75% of such awards are time-based. Our NEOs received the following equity awards in 2023: Equity Awards Named Executive Officer Time-Based RSUs (#) (1) Performance-Based RSUs (#) (2) Aggregate Grant Date Value ($) (3) Danny Prosky 47,771 15,923 1,999,991 Brian S. Peay 20,303 6,767 849,998 Gabe M. Willhite 20,303 6,767 849,998 Stefan K.L. Oh 9,554 3,185 400,005 Mark E. Foster 8,957 2,986 375,010 94 Table of Contents ___________ (1) The number of time-based RSUs granted to the NEOs was determined based on the value of the equity awards determined by the Compensation Committee, divided by our estimated net asset value per share of Class T common stock of $31.40 available as of April 2023, rounded to the nearest whole share. These time-based RSUs vest in one-third annual increments, 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 the Compensation Committee, divided by our net asset value per share of our Class T common stock of $31.40 available as of April 2023, rounded to the nearest whole share. (3) Reflects the value of the NEOs’ respective equity award determined by the Compensation Committee was based on market data, consultation with FPC, NEO responsibilities and historical compensation practices The performance-based RSUs will cliff vest in the first quarter of 2026 (subject to continuous employment or provision of services through that vesting date), with the amount of RSUs then vesting to be based on our Normalized FFO per share ranking over the three-year period ending December 31, 2025 versus a company peer group comprised of: CareTrust REIT, Inc., Healthcare Realty Trust Incorporated, LTC Properties Inc., National Health Investors, Inc., Physicians Realty Trust, Sabra Health Care REIT, Inc. and Omega Healthcare Investors, Inc., which peer group may be modified at the sole direction of our board or the 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. Each NEO will vest into 50% of the RSUs subject to this grant if we achieve a “threshold” level of Normalized FFO per share, which is Normalized FFO-per-share performance that is 2.5% less than the peer group’s Normalized FFO-per-share performance (with no RSUs vesting if our Normalized FFO-per-share performance is worse than this amount); 100% of the RSUs if we achieve “target” performance, which is Normalized FFO-per-share performance equal to the peer group’s Normalized FFO-per-share performance; and 200% of the RSUs if we achieve “maximum” performance, which is Normalized FFO-per-share performance that is 2.5% or greater than the peer group’s Normalized FFO-per-share performance. There will be linear interpolation between Normalized FFO-per-share performance levels. The following chart illustrates the terms of the 2023 performance-based award to the NEOs: 25% of LTIP Performance- Based Restricted Stock Units Normalized FFO per Share Payout % Threshold 2.5% Less than Peer Group 50% Target Equal to Peer Group 100% Maximum 2.5% Greater than Peer Group 200% In 2023, the performance measure used for the Long-Term Incentive Program was Normalized FFO compared to modified FFO attributable to controlling interest, or Modified FFO, in 2022 to adopt a performance measure more closely aligned with that of our publicly listed REIT peers. See Part III, Item 11, Executive Compensation — Executive Compensation Tables — 2023 Option Exercises and Stock Vested, for more information. 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. 95 Table of Contents Other Plans, Perquisites and Personal Benefits Each of our NEOs is eligible to participate in our Executive Severance and Change in Control Plan, or our severance plan, as described below, and all of our compensatory and benefit plans on the same basis as our other employees. 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. 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 Code. Sections 280G and 4999 of the 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 us 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. Hedging Practices Our Insider Trading Policy prohibits our directors and executive officers from entering into hedging or monetization transactions or similar arrangements with respect to our securities. Compensation Committee Interlocks and Insider Participation The Compensation Committee is currently composed of the independent directors listed as signatories to the below Compensation Committee Report. During 2023: • none of our executive officers were a director of another entity where one of that entity’s executive officers served on the Compensation Committee; • no member of the Compensation Committee was formerly an officer or employee of us or any of our subsidiaries; • no member of the Compensation Committee entered into any transaction with us in which the amount involved exceeded $120,000; • none of our executive officers served on the compensation committee of any entity where one of that entity’s executive officers served on the Compensation Committee; and • none of our executive officers served on the compensation committee of another entity where one of that entity’s executive officers served as a director on our board. Option/SAR Grants in Last Fiscal Year No option grants were made to our officers or directors for the year ended December 31, 2023. Compensation Committee Report The Compensation Committee has reviewed and discussed with management the information required by Item 402(b) of Regulation S-K and contained in the Compensation Discussion and Analysis section of this Annual Report on Form 10-K, and, based on such review and discussions, recommended to our board that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K for the year ended December 31, 2023. Submitted by the Compensation Committee of the Board of Directors: Dianne Hurley (Chairwoman) Marvin R. O’Quinn Valerie Richardson The preceding “Compensation Committee Report” shall not be deemed soliciting material or to be filed with the SEC, nor shall any information in this report be incorporated by reference into any past or future filing under the Exchange Act or the Securities Act of 1933, as amended, except to the extent that American Healthcare REIT specifically incorporates it by reference into such filing. 96 Table of Contents Executive Compensation Tables 2023 Summary Compensation Table The following table sets forth a summary of all compensation earned, awarded or paid, as applicable, to our NEOs in the fiscal years ended December 31, 2023 and 2022 and to the extent required by SEC executive compensation disclosure rules, December 31, 2021. Name and Principal Location Year Salary ($) Bonus ($) (1) Stock awards ($) (2) Non-Equity Incentive Plan Compensation ($) (1) All other compensation ($) (3) Total ($) Danny Prosky 2023 750,000 225,000 1,999,991 724,500 85,189 3,784,680 Chief Executive Officer and President 2022 750,000 225,000 — 787,500 61,855 1,824,355 2021 187,500 — 2,000,003 187,500 23,040 2,398,043 Brian S. Peay 2023 475,000 142,500 849,998 458,850 58,601 1,984,949 Chief Financial Officer 2022 475,000 142,500 — 498,750 51,011 1,167,261 2021 118,750 — 1,387,555 118,750 24,423 1,649,478 Gabriel M. Willhite 2023 425,000 127,500 849,998 410,550 52,409 1,865,457 Chief Operating Officer(4) 2022 384,000 127,500 — 446,250 35,366 993,116 2021 90,000 — 1,061,591 58,500 15,549 1,225,640 Stefan K.L. Oh 2023 400,000 90,000 400,005 289,800 41,803 1,221,608 Chief Investment Officer 2022 400,000 130,000 — 195,000 39,487 764,487 2021 100,000 — 962,550 65,000 18,559 1,146,109 Mark E. Foster 2023 360,000 70,200 375,010 226,044 17,265 1,048,519 Executive Vice President, General Counsel and Secretary(5) 2022 135,000 70,200 156,248 245,700 4,261 611,409 2021 — — — — — — ___________ (1) Represents amount paid under the short-term incentive program for the fiscal years ended December 31, 2023, 2022 and 2021, with the portion in the Bonus column reflecting the individual component of the 2023 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 Part III, Item 11, Executive Compensation — Compensation Discussion and Analysis — Elements of Compensation — Short-Term Incentive Program (Cash Bonuses) for more information. (2) The time-based RSUs and performance-based RSUs were awarded and granted in April 2023 under our incentive plan. The performance-based RSUs are calculated assuming target achievement (the most probable outcome at the time of grant) of the underlying performance condition at the time of grant. Assuming maximum achievement of the underlying performance condition at the time of grant, the grant date fair value of the 2023 performance-based RSUs granted to the NEOs would be as follows: Mr. Prosky, $999,964; Mr. Peay, $424,968; Mr. Willhite, $424,968; Mr. Oh, $200,018; and Mr. Foster, $187,521. See Part III, Item 11, Executive Compensation — Compensation Discussion and Analysis — Elements of Compensation — Long-Term Incentive Program (Equity-Based Compensation) for additional information regarding these awards. (3) Amounts in the “All other compensation” column consist of the following payments we paid to or on behalf of the NEOs: Name 401(k) Contributions ($) Distributions Paid on Awards ($) Danny Prosky 7,979 77,210 Brian S. Peay 7,975 50,626 Gabriel M. Willhite 8,013 44,396 Stefan K.L. Oh 8,033 33,770 Mark E. Foster 7,242 10,023 97 Table of Contents (4) Mr. Willhite transitioned from his position as Executive Vice President, General Counsel to Chief Operating Officer, effective August 1, 2022; therefore, the amount of Mr. Willhite’s 2022 salary is based on the two positions he held in 2022. (5) Mr. Foster was appointed as our Executive Vice President, General Counsel effective August 1, 2022, therefore his 2022 salary is pro-rated and he did not receive any compensation in 2021. 2023 Grants of Plan-Based Awards The following table summarizes all grants of plan-based awards made to our NEOs in 2023. Estimated Future Payouts Under Non- Equity Incentive Plan Awards (1) Estimated Future Payouts Under Equity Incentive Plan Awards (2) All other stock awards: Number of shares of stock or units (#)(3) Grant date fair value of stock and option awards ($) Name Grant Date Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) Danny Prosky 78,750 525,000 787,500 4/3/2023 47,771 1,500,009 4/3/2023 7,962 15,923 31,846 499,982 Brian S. Peay 49,875 332,500 498,750 4/3/2023 20,303 637,514 4/3/2023 3,384 6,767 13,534 212,484 Gabriel M. Willhite 44,625 297,500 446,250 4/3/2023 20,303 637,514 4/3/2023 3,384 6,767 13,534 212,484 Stefan K.L. Oh 31,500 210,000 315,000 4/3/2023 9,554 299,996 4/3/2023 1,593 3,185 6,370 100,009 Mark E. Foster 24,570 163,800 245,700 4/3/2023 8,957 281,250 4/3/2023 1,493 2,986 5,972 93,760 ___________ (1) Represents bonus opportunities for 2023 corporate performance under the short-term incentive program as approved by the Compensation Committee on April 3, 2023. The actual amount awarded will based on the achievement of certain performance measures as described under Part III, Item 11, Executive Compensation — Compensation Discussion and Analysis — Elements of Compensation — Short-Term Incentive Program (Cash Bonuses). Excluded from these columns will be the discretionary portion of the 2023 bonus program, which are reflected in the “Bonus” column in the 2023 Summary Compensation Table. (2) Represents performance-based RSUs that will cliff vest in the first quarter of 2026 (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 Normalized FFO per share ranking over the three-year period ending December 31, 2025 versus a company peer group. The grant date fair value was measured based on the achievement of Normalized FFO per share performance at the target level (the most probable outcome as of the grant date), multiplied by our estimated net asset value per share of Class T common stock in effect on the grant date of $31.40. (3) Represents time-based RSUs determined based on the value of the equity awards determined by the Compensation Committee, divided by our estimated net asset value per share of Class T common stock of $31.40 available as of April 2023, rounded to the nearest whole share. These time-based RSUs will vest in equal annual installments, with the first one-third installment vesting on April 3, 2024, the second one-third installment vesting on April 3, 2025 and the final 98 Table of Contents one-third installment vesting on April 3, 2026 (subject to continuous employment or provision of services through each vesting date). Outstanding Equity Awards at Fiscal Year-End December 31, 2023 The following table presents information about our NEOs’ outstanding equity awards as of December 31, 2023. The market value of such outstanding equity awards is based on our estimated net asset value per share of Class T common stock available as of December 31, 2023 of $31.40. Stock awards Name Number of shares or units of stock that have not vested (#) (1) Market value of shares or units that have not vested ($) (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 61,330 1,925,762 29,481 925,703 Brian S. Peay 42,675 1,339,995 11,851 372,121 Gabriel M. Willhite 41,462 1,301,907 9,309 292,303 Stefan K.L. Oh 29,045 912,013 5,388 169,183 Mark E. Foster 11,060 347,284 4,037 126,762 ___________ (1) Represents (a) restricted shares of Class T common stock that will vest in equal annual installments, with the first one-third installment vested on October 1, 2022, the second one-third installment vested on October 1, 2023 and the final one-third installment vesting on October 1, 2024 (Mr. Prosky, 13,559 restricted shares, Mr. Peay, 5,084 restricted shares, Mr. Willhite, 2,542 restricted shares, and Mr. Oh, 2,203 restricted shares) (subject to continuous employment or provision of services through each vesting date), except in the case of Mr. Foster as described below, (b) in the case of Messrs. Peay, Oh and Willhite, retention grants of restricted shares of Class T common stock that will vest on October 4, 2024 (Mr. Peay, 17,288 restricted shares, Mr. Willhite, 18,617 restricted shares, and Mr. Oh, 17,288 restricted shares) (subject to continuous employment or provision of services through the vesting date), (c) in the case of Mr. Foster, restricted shares of Class T common stock that will vest in three equal annual installments, with the first one-third installment vested on January 1, 2023, the second one-third installment vested on January 1, 2024 and the final one-third installment vesting on January 1, 2025 (2,103 restricted 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 April 3, 2023, the second one-third installment vesting on April 3, 2024 and the final one-third installment vesting on April 3, 2025 (Mr. Prosky, 47,771 RSUs, Mr. Peay, 20,303 RSUs, Mr. Willhite, 20,303 RSUs, Mr. Oh, 9,554 RSUs, and Mr. Foster, 8,957 RSUs) (subject to continuous employment or provision of services through each vesting date). (2) Represents (a) performance-based RSUs that will cliff vest in the first quarter of 2025 (subject to continuous employment or provision of services through that vesting date), which RSUs are scheduled to vest based on our Modified FFO performance (Mr. Prosky, 13,558 RSUs, Mr. Peay, 5,084 RSUs, Mr. Willhite, 2,542 RSUs, Mr. Oh, 2,203 RSUs, and Mr. Foster, 1,051 RSUs), and (b) performance-based RSUs that will cliff vest in the first quarter of 2026 (subject to continuous employment or provision of services through that vesting date), which RSUs are scheduled to vest based on our Normalized FFO performance (Mr. Prosky, 15,923 RSUs, Mr. Peay, 6,767 RSUs, Mr. Willhite, 6,767 RSUs, Mr. Oh, 3,185 RSUs, and Mr. Foster, 2,986 RSUs). Because our Modified FFO and Normalized FFO performance for purposes of these awards is not calculable as of the date of this filing, we have assumed performance at the target performance level (100% payout level) for purposes of this table. 99 Table of Contents 2023 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 2023 as well as the value of those shares upon vesting. The value realized upon vesting is based on the estimated net asset value per share of Class T common stock available at the time of vesting. Stock awards Name Number of shares acquired on vesting (#) Value realized on vesting ($) Danny Prosky 13,557 425,690 Brian S. Peay 5,084 159,638 Gabriel M. Willhite 2,542 79,819 Stefan K.L. Oh 2,203 69,174 Mark E. Foster 1,051 39,055 Potential Payments Upon Termination or Change in Control We adopted 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 us. As used below, the terms “Cause,” “Change in Control,” “Disability” and “Good Reason” shall have the respective meanings set forth in our severance plan. Termination Without Cause or Resignation for Good Reason Under our severance plan, in the event a participant is terminated without Cause or resigns for Good Reason, such participant will be entitled to receive the following, including any accrued obligations entitled to such participant: • a severance payment in an amount equal to: (1) 2.0 if the participant is our Chief Executive Officer, 1.5 if the participant is our Executive Chairman, Chief Operating Officer, Chief Financial Officer, Head of Acquisitions/Chief Investment Officer or General Counsel, or 1.0 if the participant holds another position; multiplied by (2) the sum of: (a) such participant’s base salary, plus (b) such participant’s average cash bonus for the three most recent years completed prior to the termination, payable in equal installments in accordance with our normal payroll practices, commencing 60 days following the termination date; • for a period of time ending on the earlier to occur of (1) the completion of the applicable severance period as provided in our severance plan, and (2) the date on which the participant becomes eligible to receive healthcare coverage from a subsequent employer, medical coverage through our group medical plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, at the same levels as would have applied if the participant’s employment had not been terminated or reimbursement of the cost of such medical coverage; • any retention equity grants granted to the participant that are unvested as of the termination date shall vest and, if applicable, become exercisable and any other unvested restricted stock or other equity awards issued to the participant under our incentive plan or otherwise by us that are outstanding on the termination date and that vest solely based on the passage of time, or, each, a Time-Based Award, shall vest and become exercisable, if applicable, as to the number of shares subject to such award that would have vested over the 12-month period following the termination date had the participant remained employed; and • any performance-based vesting award issued to the participant under our incentive plan or otherwise by us, or, each, a Performance-Based Award, that remains outstanding on the termination date shall remain outstanding and eligible to be earned following the completion of the performance period based on the actual achievement of applicable performance goals, and to the extent earned (if at all) shall vest on a pro rata basis based on the number of days the participant remained employed from the commencement of the performance period through the termination date. 100 Table of Contents Change in Control Followed by Termination Without Cause or Resignation for Good Reason In the event a Change in Control occurs: • any Time-Based Award that is then outstanding shall vest and, if applicable, become exercisable immediately prior to the Change in Control subject to the participant’s continued employment until immediately prior to such Change in Control; • any Performance-Based Award that is then outstanding and that is not continued, converted, assumed or replaced with a substantially similar award by us or a successor entity in connection with the Change in Control (in each case, such award being considered assumed, or Assumed), shall vest and, if applicable, become exercisable immediately prior to the Change in Control based on actual achievement of the applicable performance goals through the date of the Change in Control, as determined in the sole discretion of the Compensation Committee prior to consummation of the Change in Control; and • if, during the period beginning on the date of the Change in Control and continuing through the twelve (12) month period following such Change in Control, a participant is terminated without Cause (other than by reason of the death or Disability of such participant) or a participant resigns for Good Reason, such participant shall be entitled to receive each of the following, including any accrued obligations entitled to such participant: ◦ a Change in Control severance payment, in an amount equal to: (1) 2.5 if the participant is our Chief Executive Officer, or 2.0 if the participant is not our Chief Executive Officer; multiplied by (2) the sum of: (a) the participant’s base salary; plus (b) the participant’s average cash bonus for the three most recent years completed prior to the termination, which amount shall be paid to the participant in a lump sum within 60 days following the termination date; ◦ continuing medical coverage or a corresponding payment as described under “—Termination Without Cause or Resignation for Good Reason”; and ◦ any Performance-Based Award that was Assumed in connection with such Change in Control and that remains unvested on the termination date shall, to the extent such award remains subject to performance-based vesting as of the termination date, remain outstanding and eligible to be earned following the completion of the performance period based on the actual achievement of applicable performance goals, and to the extent earned (if at all) shall vest on a pro rata basis based on the number of days the participant remained employed from the commencement of the performance period through the termination date. Termination Other Than Without Cause or Resignation Other Than for Good Reason In the event that a participant is terminated for any reason other than as set forth above, such participant shall be entitled to receive from us the accrued obligations entitled to such participant and, if such termination is due to the participant’s death or Disability: (1) an amount equal to 0.5 multiplied by such participant’s base salary, which amount shall be paid to the participant (or, if applicable, the participant’s beneficiary or to such participant’s estate, if a participant fails to make a beneficiary designation), in equal installments in accordance with our normal payroll practices for a period of six months after the termination date starting within 60 days following the termination date; (2) the participant’s annual cash performance bonus for the year in which the termination date occurs, as determined by the Compensation Committee based on target performance for the performance period and pro-rated for the number of days from the performance period commencement to the termination date, payable at its normal time (but in no event later than March 15 of the year following the year in which the termination date occurs); (3) all unvested Time-Based Awards shall vest and become exercisable, if applicable, as to the number of shares subject to such award that would have vested (and become exercisable) over the 12-month period following the termination date had the participant remained employed; and (4) any Performance-Based Awards shall remain outstanding and eligible to be earned following the completion of the performance period based on the actual achievement of applicable performance goals and, to the extent earned (if at all), shall vest on a pro rata basis based on the number of days the participant remained employed from the commencement of the performance period through the termination date. 101 Table of Contents The following table presents the amount of compensation payable to each of our NEOs as if the triggering termination event described above and pursuant to our severance plan had occurred on December 31, 2023: Name Benefit Termination Without Cause or Resignation for Good Reason ($) Termination Without Cause or Resignation for Good Reason within 12 months following Change in Control ($) Death or Disability ($) Danny Prosky Severance Payment 3,308,000 4,135,000 1,324,500 Medical Coverage (1) 60,543 75,679 15,136 Accelerated Vesting of Time-Based Awards 925,735 1,925,762 925,735 Accelerated Vesting of Performance-Based Awards 925,703 925,703 925,703 Brian S. Peay Severance Payment 1,571,300 2,095,067 838,850 Medical Coverage (1) 45,408 60,543 15,136 Accelerated Vesting of Time-Based Awards 914,933 1,339,995 914,933 Accelerated Vesting of Performance-Based Awards 372,121 372,121 372,121 Gabriel M. Willhite Severance Payment 1,310,400 1,747,200 750,550 Medical Coverage (1) — — — Accelerated Vesting of Time-Based Awards 876,876 1,301,907 876,876 Accelerated Vesting of Performance-Based Awards 292,303 292,303 292,303 Stefan K.L. Oh Severance Payment 1,082,400 1,443,200 579,800 Medical Coverage (1) 45,408 60,543 15,136 Accelerated Vesting of Time-Based Awards 711,964 912,013 711,964 Accelerated Vesting of Performance-Based Awards 169,183 169,183 169,183 Mark E. Foster Severance Payment 999,108 1,332,144 476,244 Medical Coverage (1) 32,464 43,285 10,821 Accelerated Vesting of Time-Based Awards 126,730 347,284 126,730 Accelerated Vesting of Performance-Based Awards 126,762 126,762 126,762 ___________ (1) Represents the cost of medical insurance coverage for each NEO at the same annual level as in effect immediately preceding December 31, 2023 for a period of time equal to the applicable multiple set forth in our severance plan. Such amounts are paid in equal installments over an annual period equal to the respective severance multiple (i.e., 2.5 years, 2 years, 1.5 years or 1 year). A lesser amount may be due if the NEO becomes eligible to receive healthcare coverage from a subsequent employer. Listing Equity Awards Our board granted 625,926 shares of restricted common stock to our NEOs pursuant to our incentive plan upon completion of the 2024 Offering, or the Listing Equity Awards. The Listing Equity Awards vest ratably over four years and are subject to continuous service through the vesting dates. 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 Securities Exchange Act of 1934. To identify the “median employee” from our employee population, we determined the annual total compensation of each of our employees as of December 31, 2023 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 2023, 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, 2023 consisted of approximately 108 individuals, all of whom were located in the United States. 102 Table of Contents For 2023, our last completed fiscal year, annual total compensation as determined under Item 402 of Regulation S-K for our CEO was $3,784,680, as disclosed on page 95. The 2023 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $122,976. Based on this information, the ratio of our CEO's annual total compensation to our median employee's annual total compensation for fiscal year 2023 is 30.8 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. 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. In 2023, our board reviewed and approved the director compensation program adjustments described below after considering input from FPC (as defined below), the independent compensation consultant retained by the Compensation Committee to advise on executive officer and director compensation. For the year ended December 31, 2023, our independent directors received the following forms of compensation: Type of fee 2023 Amount Annual Cash Retainer • All non-employee directors • $85,000 annually, paid quarterly • Additional Audit Committee Chairperson fee • $20,000 annually, paid quarterly • Additional Audit Committee Member fee • $5,000 annually, paid quarterly • Additional Compensation Committee or Nominating and Corporate Governance Committee Chairperson fee • $12,500 annually, paid quarterly • Additional Non-Executive Chairman of the Board fee • $100,000 annually, paid quarterly Equity Compensation • In connection with the initial election or subsequent re-election each year, each non-employee director receives an amount of restricted Class T common stock pursuant to our incentive plan that fully vests one year from the date of grant, subject to their continued service as a non-employee director and prorated for their term of service • Prior to June 15, 2023, $85,000 annually • Effective as of June 15, 2023, $95,000 annually Other Compensation • Reimbursement of out-of- pocket expenses incurred in connection with attendance at Board meetings or Board Committee meetings. Such reimbursement is paid monthly. Our independent directors do not receive other benefits from us. 103 Table of Contents 2023 Director Compensation The following table sets forth certain information with respect to our director compensation for non-employee directors for the year ended December 31, 2023. Name Fees Earned or Paid in Cash ($) (1) Stock Awards ($)(2) All Other Compensation ($) (3) Total ($) Jeffrey T. Hanson (4) 185,000 94,985 1,513 281,498 Danny Prosky — — — — Mathieu B. Streiff (4) 85,000 94,985 1,513 181,498 Scott A. Estes 100,000 94,985 3,595 198,580 Brian J. Flornes 102,500 94,985 16,856 214,341 Harold H. Greene (5) 51,250 82,738 11,651 145,639 Dianne Hurley 106,250 94,985 18,026 219,261 Marvin R. O’Quinn (6) 82,875 131,327 2,246 216,448 Valerie Richardson (6) 82,875 131,327 2,246 216,448 Gerald W. Robinson (5) 42,500 82,738 9,761 134,999 J. Grayson Sanders (5) 42,500 82,738 9,812 135,050 Wilbur H. Smith III 85,000 94,985 19,148 199,133 ___________ (1) Amounts reported in this column represent the annual retainer received by each individual who served as a non-employee director during 2023. (2) Amounts reported in this column represent (a) the grant date fair value of the awards granted to the non-employee directors other than Messrs. Greene, Robinson and Sanders during the year ended December 31, 2023, as determined in accordance with Financial Accounting Standards Board ASC, Topic 718, Compensation — Stock Compensation, or FASB ASC Topic 718, based on the estimated net asset value per share of $37.16 or $31.40, as applicable, for our Class T common stock as of the date of grant and (b) in the case of Messrs. Greene, Robinson and Sanders, the incremental fair value under FASB ASC Topic 718 associated with the modification of their outstanding equity awards in connection with their retirements to provide for accelerated vesting of the unvested portion of their outstanding equity awards. The following table shows the aggregate number of nonvested shares of our restricted Class T common stock held by each non-employee director as of December 31, 2023: Director Nonvested Shares of Our Restricted Class T Stock (#) Hanson 3,025 Prosky —  Streiff 3,025 Estes 3,025 Flornes 3,400 Greene —  Hurley 3,400 O’Quinn 3,025 Richardson 3,025 Robinson —  Sanders —  Smith 3,400 (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. (4) Messrs. Hanson, Prosky and Streiff are not independent directors. 104 Table of Contents (5) Messrs. Greene, Robinson and Sanders served as independent directors who retired effective June 14, 2023. As such, amounts presented reflect compensation earned through their date of retirement. (6) Mr. O’Quinn and Ms. Richardson were appointed to our board effective January 10, 2023. AHR Incentive Plan For a discussion of our incentive plan, See Note 13, Equity — Equity Compensation Plans, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Principal Stockholders The following table shows, as of March 1, 2024, the number of shares of our common stock and OP units beneficially owned by (1) any person who is known by us to be the beneficial owner of more than 5.0% of any class of the outstanding shares of our common stock; (2) our directors; (3) our named executive officers; and (4) all of our directors and executive officers as a group. The percentages of common stock beneficially owned include an aggregate of 131,651,977 shares of our common stock, Class T common stock and Class I common stock outstanding as of March 1, 2024 and excludes an aggregate of 3,501,976 OP units outstanding and held by third parties as of March 1, 2024. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes securities over which a person has voting or investment power and securities that a person has the right to acquire within 60 days. The address for each of the beneficial owners named in the following table is 18191 Von Karman Avenue, Suite 300, Irvine, California 92612. Name of Beneficial Owner (1) Number of Shares of Common Stock Beneficially Owned Number of Shares of Class T Common Stock Beneficially Owned Number of Shares of Class I Common Stock Beneficially Owned Number of OP Units Beneficially Owned Percentage of All Classes of Common Stock Beneficially Owned Millennium Management LLC (2) 399 Park Avenue New York, New York 10022 3,410,636 — — — 5.3 % Wellington Management Company LLP (3) 280 Congress Street Boston, MA 02210 7,634,745 — — — 11.9 % Danny Prosky (4) (13) 305,555 59,304 80,986 1,268,643 (5) * Brian S. Peay (6) 148,148 35,790 808 — * Gabriel M. Willhite (7) 125,926 31,252 — — * Stefan K.L. Oh (8) 74,074 26,207 5,997 — * Mark E. Foster (9) 55,556 5,279 — * Jeffrey T. Hanson (10) 7,407 31,873 82,036 1,268,643 (5) * Mathieu B. Streiff (10) (13) 90,740 30,264 62,124 1,268,643 (5) * Scott A. Estes (11) 7,407 4,836 — — * Brian J. Flornes (12) 7,407 16,367 — — * Dianne Hurley (12) 7,407 17,385 — — * Marvin R. O’Quinn (11) 7,407 4,003 — — * Valerie Richardson (11) 7,407 4,003 — — * Wilbur H. Smith III (12) 7,407 18,360 — — * All directors and executive officers as a group (13 persons) 851,848 284,923 231,951 1,268,643 1.0 % ________ * Represents less than 1.0% of our outstanding common stock. 105 Table of Contents (1) Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities and shares issuable pursuant to options, warrants or similar rights held by the respective person or group that may be exercised within 60 days following March 1, 2024. To our knowledge, except as otherwise indicated by footnote (3), and subject to community property laws where applicable, the persons named in the table above have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. (2) Beneficial share ownership information is given as of February 23, 2024 and was obtained from a Schedule 13G filed with the SEC on March 4, 2024 by Millennium Management LLC, Millennium Group Management LLC, and Israel A. Englander. According to the Schedule 13G, each of Millennium Management LLC, Millennium Group Management LLC, and Israel A. Englander has shared voting power and shared dispositive power over 3,410,636 shares of our common stock. (3) Beneficial share ownership information is given as of February 29, 2024 and was obtained from a Schedule 13G filed with the SEC on March 7, 2024 by Wellington Management Group, LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP. According to the Schedule 13G, each of Wellington Management Group LLP, Wellington Group Holdings LLP, and Wellington Investment Advisors Holdings LLP has shared voting power over 5,714,143 shares of common stock and shared dispositive power over 7,634,745 shares of our common stock, and Wellington Management Company LLP has shared voting power over 5,300,708 shares of our common stock and shared dispositive power over 6,540,003 shares of our common stock. (4) Includes 13,559 shares of unvested restricted Class T common stock and 222,222 unvested Listing Equity Awards. Excludes (a) 31,848 shares of Class T common stock underlying unvested time-based RSUs and (b) 58,961 shares of Class T common stock underlying unvested performance-based RSUs (such number of shares assumes that we issue shares of our common stock underlying such unvested performance-based awards at maximum levels for performance and market conditions that have not yet been achieved; to the extent that performance or market conditions do not meet maximum levels, the actual number of shares of our common stock issued under our incentive plan would be less than the amount reflected above). (5) Represents OP units held by AHI Group Holdings, which may be redeemed for shares of our common stock on a one-for-one basis. Voting and investment determinations with respect to the securities held by the AHI Group Holdings are made by Danny Prosky, Jeffrey T. Hanson and Mathieu B. Streiff. Accordingly, each of the individuals named herein may be deemed to share beneficial ownership of the securities held of record by the AHI Group Holdings. Each individual disclaims voting and dispositive power over the OP units held by the other individuals, and the approximate five OP units held by NCT-107, LLC. (6) Includes 22,372 shares of unvested restricted Class T common stock and 148,148 unvested Listing Equity Awards. Excludes (a) 13,536 shares of Class T common stock underlying unvested time-based RSUs and (b) 23,702 shares of Class T common stock underlying unvested performance-based RSUs (such number of shares assumes that we issue shares of our common stock underlying such unvested performance-based awards at maximum levels for performance and market conditions that have not yet been achieved; to the extent that performance or market conditions do not meet maximum levels, the actual number of shares of our common stock issued under our incentive plan would be less than the amount reflected above). (7) Includes 21,159 shares of unvested restricted Class T common stock and 125,926 unvested Listing Equity Awards. Excludes (a) 13,536 shares of Class T common stock underlying unvested time-based RSUs and (b) 18,618 shares of Class T common stock underlying unvested performance-based RSUs (such number of shares assumes that we issue shares of our common stock underlying such unvested performance-based awards at maximum levels for performance and market conditions that have not yet been achieved; to the extent that performance or market conditions do not meet maximum levels, the actual number of shares of our common stock issued under our incentive plan would be less than the amount reflected above). (8) Includes 19,491 shares of unvested restricted Class T common stock and 74,074 unvested Listing Equity Awards. Excludes (a) 6,370 shares of Class T common stock underlying unvested time-based RSUs and (b) 10,776 shares of Class T common stock underlying unvested performance-based RSUs (such number of shares assumes that we issue shares of our common stock underlying such unvested performance-based awards at maximum levels for performance and market conditions that have not yet been achieved; to the extent that performance or market conditions do not meet maximum levels, the actual number of shares of our common stock issued under our incentive plan would be less than the amount reflected above). 106 Table of Contents (9) Includes 1,052 shares of unvested restricted Class T common stock and 55,556 unvested Listing Equity Awards. Excludes (a) 5,972 shares of Class T common stock underlying unvested time-based RSUs and (b) 8,075 shares of Class T common stock underlying unvested performance-based RSUs (such number of shares assumes that we issue shares of our common stock underlying such unvested performance-based awards at maximum levels for performance and market conditions that have not yet been achieved; to the extent that performance or market conditions do not meet maximum levels, the actual number of shares of our common stock issued under our incentive plan would be less than the amount reflected above). (10) Includes 8,788 shares of unvested restricted Class T common stock and 7,407 unvested Listing Equity Awards. (11) Includes 3,025 shares of unvested restricted Class T common stock and 7,407 unvested Listing Equity Awards. (12) Includes 3,400 shares of unvested restricted Class T common stock and 7,407 unvested Listing Equity Awards. (13) Includes 83,333 shares of our common stock purchased in the 2024 Offering. None of the above shares have been pledged as security. Securities Authorized for Issuance Under Equity Compensation Plans We adopted the 2015 Incentive Plan, pursuant to which our board or a committee of our independent directors may make grants of options, restricted shares of common stock, stock purchase rights, stock appreciation rights or other awards to our independent directors, employees and consultants. The maximum number of shares of our common stock that may be issued pursuant to the 2015 Incentive Plan is 4,000,000. The following table provides information regarding the 2015 Incentive Plan as of December 31, 2023: Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Equity compensation plans approved by security holders 298,832 (1) — 3,405,720 Equity compensation plans not approved by security holders — — — Total 298,832 3,405,720 ________ (1) Reflects performance-based and time-based RSUs representing the right to receive shares of our Class T common stock upon vesting. The number set forth in the table above reflects the maximum number of shares of our Class T common stock potentially issuable upon vesting. These performance-based and time-based RSUs do not have voting rights. The performance-based RSUs will cliff vest in the first quarter of 2025 and 2026 (subject to continuous employment or provision of services through that vesting date) with the amount vesting depending on meeting certain key performance criteria as further described in this proxy statement and in the 2015 Incentive Plan. The time-based RSUs will vest 33.33% annually over three years (subject to continuous employment from the vesting commencement date through each vesting date). For details regarding our grants under the incentive plan of time-based restricted Class T and Class I common stock to our executive officers, key employees and independent directors, see Note 13, Equity — Equity Compensation Plans — AHR Incentive Plan. Item 13. Certain Relationships and Related Transactions, and Director Independence. Registration Rights Agreement Upon consummation of the AHI Acquisition, GAHR III and the Surviving Partnership entered into a regis tration rights agreement, or the Registration Rights Agreement, with Griffin-American Strategic Holdings, LLC, or HoldCo, pursuant to which, subject to certain limitations therein, as promptly as practicable following the later of the expiration of (i) the period commencing on the closing of the AHI Acquisition and ending upon the earliest to occur of (a) the second anniversary date of the issuance of the Surviving Partnership OP units issued in connection with the AHI Acquisition, (b) a change of control of Merger Sub, and (c) the listing of shares of our common stock on a national securities exchange, or the Lock-Up Period; and (ii) the date on which we are eligible to file a registration statement (but in any event no later than 180 days after such date), we, as the indirect parent company of the Surviving Partnership, are required to file a shelf registration statement with the SEC under the Securities Act covering the resale of the shares of our Class I common stock issued or issuable in redemption of the Surviving Partnership OP units that the Surviving Partnership issued as consideration in the AHI Acquisition. The Registration Rights Agreement also grants HoldCo (or any successor holder of such shares) demand rights to request additional registration statement filings as well as “piggyback” registration rights, in each case on or after the expiration of the Lock-Up Period. 107 Table of Contents In connection with the Merger, we assumed from GAHR III the Registration Rights Agreement and GAHR III’s obligations thereunder in their entirety. In connection with the 2024 Offering, the Holders (as defined in the Registration Rights Agreement) have agreed that, without prior written consent of the representatives on behalf of the underwriters of the 2024 Offering, during the period ending 180 days after the date of listing of our common stock for trading on a national securities exchange, they will not, and will not publicly disclose an intention to, directly or indirectly, among others, subject to certain exceptions, exercise their registration rights under the Registration Rights Agreement. Related Party Transactions Policy and Procedures Related party transactions are transactions in which we are a participant where the amount involved exceeds $120,000 and a member of our board, an executive officer, or a holder of more than 5.0% of our voting securities (or an immediate family member of any of the foregoing) has a direct or indirect material interest. We have adopted a written statement of policy regarding transactions with related parties. Our related party transaction policy requires all “related party transactions” to be promptly disclosed to our General Counsel. All related party transactions must be approved or ratified by the Nominating and Corporate Governance Committee. As a general rule, directors interested in a related party transaction will recuse themselves from any discussion or vote on a related party transaction in which they have an interest. The Nominating and Corporate Governance Committee will consider all relevant facts and circumstances when deliberating such transactions, including whether such transactions are in our best interests. The following is a summary of certain related party transactions, other than compensation arrangements which are described under Part II, Item 11, Executive Compensation. Indemnification Agreements We have entered into indemnification agreements with each of our directors and executive officers. These agreements require us to indemnify these individuals to the maximum extent permitted under Maryland law and our charter against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified upon our receipt of certain affirmations and undertakings. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors or executive officers, we have been informed that in the opinion of the SEC, such indemnification is against public policy and is therefore unenforceable. There is currently no pending material litigation or proceeding involving any of our directors, officers, or employees for which indemnification is sought. Listing Equity Awards Upon the closing of the 2024 Offering on February 9, 2024, we granted 972,222 shares of restricted common stock to our directors, executive officers and employees under our incentive plan in connection with the recent listing of our common stock on the NYSE, or Listing Equity Awards. The Listing Equity Awards vest ratably over four years and are subject to continuous service through the vesting dates. Lock-Up Agreements On January 24, 2024, we entered into lock-up agreements with each of our directors and executive officers, pursuant to which each such individual agreed not to transfer shares of our of our common stock held or subsequently acquired by such individual for the applicable lock-up period. For each of such directors and officers, the applicable period began as of February 7, 2024 and ends on August 5, 2024. Related Party Transaction Policy We have adopted a written statement of policy regarding transactions with related parties, which we refer to as our “related person policy.” Our related person policy requires that a “related person” (as defined as in paragraph (a) of Item 404 of Regulation S-K) must promptly disclose to us any “related person transaction” (defined as any transaction that is anticipated would be reportable by us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest) and all material facts with respect thereto. We will then promptly communicate that information to our board. No related person transaction will be executed without the approval or ratification of our board or a duly authorized committee of our board. It is our policy that directors interested in a related person transaction will recuse themselves from any vote on a related person transaction in which they have an interest. 108 Table of Contents Item 14. Principal Accountant Fees and Services. Deloitte & Touche has served as our independent registered public accounting firm and audited our consolidated financial statements since January 27, 2015. The following table lists the fees for services provided by our independent registered public accounting firm for 2023 and 2022: Services 2023 2022 Audit fees (1) $ 2,237,000 $ 2,461,000 Audit-related fees (2) 64,000 211,000 Tax fees (3) 258,000 298,000 All other fees — — Total $ 2,559,000 $ 2,970,000 ________ (1) Audit fees consist of fees related to the 2023 and 2022 audit of our annual consolidated financial statements and reviews of our quarterly consolidated financial statements. Audit fees also relate to statutory and regulatory audits, consents, comfort letters and other services related to filings with the SEC in the year the services were rendered. (2) Audit-related fees primarily relate to, among other things, compliance audits and financial accounting and reporting consultations in the year the services were rendered. (3) Tax services consist of tax compliance and tax planning and advice in the year the services were rendered. The Audit Committee pre-approves all audit services and permitted non-audit services (including the fees and terms thereof) to be performed for us by our independent registered public accounting firm, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act and the rules and regulations of the SEC. All services rendered by Deloitte & Touche for the years ended December 31, 2023 and 2022 were pre-approved in accordance with the policies and procedures described above. 109 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedules. (a)(1) Financial Statements: INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) 111 Consolidated Balance Sheets as of December 31, 202 3 and 202 2 113 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2023, 2022 and 2021 115 Consolidated Statements of Equity for the Years Ended December 31, 202 3 , 202 2 and 202 1 116 Consolidated Statements of Cash Flows for the Years Ended December 31, 202 3 , 202 2 and 202 1 118 Notes to Consolidated Financial Statements 121 (a)(2) Financial Statement Schedule: The following financial statement schedule for the year ended December 31, 2023 is submitted herewith: Page Real Estate and Accumulated Depreciation (Schedule III) 172 All schedules other than the one listed above have been omitted as the required information is inapplicable or the information is presented in our consolidated financial statements or related notes. (a)(3) Exhibits: Page The exhibits listed in this section are included, or incorporated by reference, in this annual report. 188 (b) Exhibits: See Item 15(a)(3) above. (c) Financial Statement Schedule: See Item 15(a)(2) above. 110 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of American Healthcare REIT, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of American Healthcare REIT, Inc. and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive loss, equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Impairment of Long-Lived Assets relating to real estate investments, net — Refer to Notes 2 and 3 to the financial statements Critical Audit Matter Description The Company periodically evaluates long-lived assets, primarily consisting of investments in real estate that are carried at historical cost less accumulated depreciation, for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. The Company considers the following indicators, among others, in its evaluation of impairment: • Significant negative industry or economic trends; • A significant underperformance relative to historical or projected future operating results; and • A significant change in the extent or manner in which the asset is used or significant physical change in the asset. 111 Table of Contents If indicators of impairment of long-lived assets are present, the Company evaluates the carrying value of the related real estate investment in relation to the future undiscounted cash flows of the underlying operations. In performing this evaluation, the Company considers market conditions and the Company’s current intentions with respect to holding or disposing of the asset. The Company adjusts the net book value of properties it leases to others and other long-lived assets to fair value if the sum of the expected future undiscounted cash flows, including sales proceeds, is less than carrying value. The Company recognizes an impairment loss at the time any such determination is made. We identified the impairment of real estate investments as a critical audit matter because of the significant estimates and assumptions management makes to evaluate the recoverability of real estate investments. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of significant estimates and assumptions related to future revenues and terminal capitalization rates within management’s undiscounted future cash flow analysis. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the evaluation of real estate investments, net for impairment included the following, among others: • We evaluated the design and implementation of controls over impairment of real estate investments, including those over identifying impairment indicators, and the determination of forecasted undiscounted cash flows including terminal capitalization rates for real estate investments. • For real estate investments where indicators of impairment were determined to be present, we tested management’s undiscounted cash flow models by (1) evaluating the source information used by management, (2) testing the mathematical accuracy of the undiscounted cash flow models, and (3) evaluating management’s significant assumptions using independently obtained market data. • With the assistance of our internal fair value specialists, we evaluated the reasonableness of the significant estimates and assumptions including future revenues and terminal capitalization rates. /s/ Deloitte & Touche LLP Costa Mesa, California March 22, 2024 We have served as the Company’s auditor since 2013. 112 Table of Contents AMERICAN HEALTHCARE REIT, INC. CONSOLIDATED BALANCE SHEETS As of December 31, 2023 and 2022 (In thousands, except share and per share amounts) December 31, 2023 2022 ASSETS Real estate investments, net $ 3,425,438 $ 3,581,609 Debt security investment, net 86,935 83,000 Cash and cash equivalents 43,445 65,052 Restricted cash 47,337 46,854 Accounts and other receivables, net 185,379 137,501 Identified intangible assets, net 180,470 236,283 Goodwill 234,942 231,611 Operating lease right-of-use assets, net 227,846 276,342 Other assets, net 146,141 128,446 Total assets $ 4,577,933 $ 4,786,698 LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY Liabilities: Mortgage loans payable, net(1) $ 1,302,396 $ 1,229,847 Lines of credit and term loan, net(1) 1,223,967 1,281,794 Accounts payable and accrued liabilities(1) 242,905 243,831 Identified intangible liabilities, net 6,095 10,837 Financing obligations(1) 41,756 48,406 Operating lease liabilities(1) 225,502 273,075 Security deposits, prepaid rent and other liabilities(1) 76,134 49,545 Total liabilities 3,118,755 3,137,335 Commitments and contingencies (Note 11) Redeemable noncontrolling interests (Note 12) 33,843 81,598 Equity: Stockholders’ equity: Preferred stock, $ 0.01 par value per share; 200,000,000 shares authorized; no ne issued and outstanding — — Class T common stock, $ 0.01 par value per share; 200,000,000 shares authorized; 19,552,856 and 19,535,095 shares issued and outstanding as of December 31, 2023 and 2022, respectively 194 194 Class I common stock, $ 0.01 par value per share; 800,000,000 shares authorized; 46,673,320 and 46,675,367 shares issued and outstanding as of December 31, 2023 and 2022, respectively 467 467 Additional paid-in capital 2,548,307 2,540,424 Accumulated deficit ( 1,276,222 ) ( 1,138,304 ) Accumulated other comprehensive loss ( 2,425 ) ( 2,690 ) Total stockholders’ equity 1,270,321 1,400,091 Noncontrolling interests (Note 13) 155,014 167,674 Total equity 1,425,335 1,567,765 Total liabilities, redeemable noncontrolling interests and equity $ 4,577,933 $ 4,786,698 113 Table of Contents AMERICAN HEALTHCARE REIT, INC. CONSOLIDATED BALANCE SHEETS — (Continued) As of December 31, 2023 and 2022 (In thousands) ___________ (1) Such liabilities of American Healthcare REIT, Inc. represented liabilities of American Healthcare REIT Holdings, LP or its consolidated subsidiaries as of December 31, 2023 and 2022. American Healthcare REIT Holdings, LP is a variable interest entity, or VIE, and a consolidated subsidiary of American Healthcare REIT, Inc. The creditors of American Healthcare REIT Holdings, LP or its consolidated subsidiaries do not have recourse against American Healthcare REIT, Inc., except for the 2022 Credit Facility, as defined in Note 9, held by American Healthcare REIT Holdings, LP in the amount of $ 914,900 and $ 965,900 , as of December 31, 2023 and 2022, respectively, which was guaranteed by American Healthcare REIT, Inc. The accompanying notes are an integral part of these consolidated financial statements. 114 Table of Contents AMERICAN HEALTHCARE REIT, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS For the Years Ended December 31, 2023, 2022 and 2021 (In thousands, except share and per share amounts) Years Ended December 31, 2023 2022 2021 Revenues and grant income: Resident fees and services $ 1,668,742 $ 1,412,156 $ 1,123,935 Real estate revenue 190,401 205,344 141,368 Grant income 7,475 25,675 16,951 Total revenues and grant income 1,866,618 1,643,175 1,282,254 Expenses: Property operating expenses 1,502,310 1,281,526 1,030,193 Rental expenses 57,475 59,684 38,725 General and administrative 47,510 43,418 43,199 Business acquisition expenses 5,795 4,388 13,022 Depreciation and amortization 182,604 167,957 133,191 Total expenses 1,795,694 1,556,973 1,258,330 Other income (expense): Interest expense: Interest expense (including amortization of deferred financing costs, debt discount/premium and loss on debt extinguishments) ( 163,191 ) ( 105,956 ) ( 80,937 ) (Loss) gain in fair value of derivative financial instruments ( 926 ) 500 8,200 Gain (loss) on dispositions of real estate investments, net 32,472 5,481 ( 100 ) Impairment of real estate investments ( 13,899 ) ( 54,579 ) ( 3,335 ) Impairment of intangible assets and goodwill ( 10,520 ) ( 23,277 ) — (Loss) income from unconsolidated entities ( 1,718 ) 1,407 ( 1,355 ) Gain on re-measurement of previously held equity interests 726 19,567 — Foreign currency gain (loss) 2,307 ( 5,206 ) ( 564 ) Other income 7,601 3,064 1,854 Total net other expense ( 147,148 ) ( 158,999 ) ( 76,237 ) Loss before income taxes ( 76,224 ) ( 72,797 ) ( 52,313 ) Income tax expense ( 663 ) ( 586 ) ( 956 ) Net loss ( 76,887 ) ( 73,383 ) ( 53,269 ) Net loss (income) attributable to noncontrolling interests 5,418 ( 7,919 ) 5,475 Net loss attributable to controlling interest $ ( 71,469 ) $ ( 81,302 ) $ ( 47,794 ) Net loss per Class T and Class I common share attributable to controlling interest — basic and diluted $ ( 1.08 ) $ ( 1.24 ) $ ( 0.95 ) Weighted average number of Class T and Class I common shares outstanding — basic and diluted 66,047,114 65,807,868 50,081,140 Net loss $ ( 76,887 ) $ ( 73,383 ) $ ( 53,269 ) Other comprehensive income (loss): Foreign currency translation adjustments 265 ( 724 ) ( 65 ) Total other comprehensive income (loss) 265 ( 724 ) ( 65 ) Comprehensive loss ( 76,622 ) ( 74,107 ) ( 53,334 ) Comprehensive loss (income) attributable to noncontrolling interests 5,418 ( 7,919 ) 5,582 Comprehensive loss attributable to controlling interest $ ( 71,204 ) $ ( 82,026 ) $ ( 47,752 ) The accompanying notes are an integral part of these consolidated financial statements. 115 Table of Contents AMERICAN HEALTHCARE REIT, INC. CONSOLIDATED STATEMENTS OF EQUITY For the Years Ended December 31, 2023, 2022 and 2021 (In thousands, except share and per share amounts) Stockholders’ Equity Class T and Class I Common Stock Number of Shares Amount Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholders’ Equity Noncontrolling Interests Total Equity BALANCE — December 31, 2020 44,914,588 $ 449 $ 1,731,938 $ ( 864,271 ) $ ( 2,008 ) $ 866,108 $ 168,375 $ 1,034,483 Offering costs — common stock — — ( 14 ) — — ( 14 ) — ( 14 ) Issuance of common stock and purchase of noncontrolling interest in connection with the Merger 20,432,815 204 764,944 — — 765,148 ( 43,203 ) 721,945 (1) Issuance of operating partnership units to acquire AHI — — 36,449 — 107 36,556 75,727 112,283 Issuance of common stock under the DRIP 207,866 2 7,664 — — 7,666 — 7,666 Issuance of vested and nonvested restricted common stock 213,091 3 38 — — 41 — 41 Amortization of nonvested common stock compensation — — 816 — — 816 — 816 Stock based compensation — — — — — — ( 14 ) ( 14 ) Repurchase of common stock ( 10,356 ) — ( 382 ) — — ( 382 ) — ( 382 ) (2) Distributions to noncontrolling interests — — — — — — ( 15,247 ) ( 15,247 ) Reclassification of noncontrolling interests to mezzanine equity — — — — — — ( 5,923 ) ( 5,923 ) Adjustment to value of redeemable noncontrolling interests — — ( 7,549 ) — — ( 7,549 ) 169 ( 7,380 ) Distributions declared ($ 0.69 per share) — — — ( 39,238 ) — ( 39,238 ) — ( 39,238 ) Net loss — — — ( 47,794 ) — ( 47,794 ) ( 4,331 ) ( 52,125 ) (3) Other comprehensive loss — — — — ( 65 ) ( 65 ) — ( 65 ) BALANCE — December 31, 2021 65,758,004 $ 658 $ 2,533,904 $ ( 951,303 ) $ ( 1,966 ) $ 1,581,293 $ 175,553 $ 1,756,846 Offering costs — common stock — — ( 2 ) — — ( 2 ) — ( 2 ) Issuance of common stock under the DRIP 992,964 8 36,804 — — 36,812 — 36,812 Issuance of nonvested restricted common stock 18,689 1 ( 1 ) — — — — — Amortization of nonvested restricted common stock and stock units — — 3,935 — — 3,935 — 3,935 Stock based compensation — — — — — — 83 83 Repurchase of common stock ( 559,195 ) ( 6 ) ( 20,693 ) — — ( 20,699 ) — ( 20,699 ) Distributions to noncontrolling interests — — — — — — ( 13,985 ) ( 13,985 ) Adjustment to noncontrolling interest in connection with the Merger — — ( 1,173 ) — — ( 1,173 ) 1,173 — (1) Reclassification of noncontrolling interests to mezzanine equity — — — — — — ( 83 ) ( 83 ) Adjustment to value of redeemable noncontrolling interests — — ( 13,353 ) — — ( 13,353 ) ( 3,391 ) ( 16,744 ) Purchase of redeemable noncontrolling interest — — 1,003 — — 1,003 — 1,003 Distributions declared ($ 1.60 per share) — — — ( 105,699 ) — ( 105,699 ) — ( 105,699 ) 116 Table of Contents AMERICAN HEALTHCARE REIT, INC. CONSOLIDATED STATEMENTS OF EQUITY — (Continued) For the Years Ended December 31, 2023, 2022 and 2021 (In thousands, except share and per share amounts) Stockholders’ Equity Class T and Class I Common Stock Number of Shares Amount Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholders’ Equity Noncontrolling Interests Total Equity Net (loss) income — $ — $ — $ ( 81,302 ) $ — $ ( 81,302 ) $ 8,324 $ ( 72,978 ) (3) Other comprehensive loss — — — — ( 724 ) ( 724 ) — ( 724 ) BALANCE — December 31, 2022 66,210,462 $ 661 $ 2,540,424 $ ( 1,138,304 ) $ ( 2,690 ) $ 1,400,091 $ 167,674 $ 1,567,765 Issuance of nonvested restricted common stock 26,156 — — — — — — — Vested restricted stock units(4) 4,120 — ( 72 ) — — ( 72 ) — ( 72 ) Amortization of nonvested restricted common stock and stock units — — 5,385 — — 5,385 — 5,385 Stock based compensation — — — — — — 83 83 Repurchase of common stock ( 14,562 ) — ( 469 ) — — ( 469 ) — ( 469 ) Distributions to noncontrolling interests — — — — — — ( 8,210 ) ( 8,210 ) Reclassification of noncontrolling interests to mezzanine equity — — — — — — ( 83 ) ( 83 ) Adjustment to value of redeemable noncontrolling interests — — 3,039 — — 3,039 ( 95 ) 2,944 Distributions declared ($ 1.00 per share) — — — ( 66,449 ) — ( 66,449 ) — ( 66,449 ) Net loss — — — ( 71,469 ) — ( 71,469 ) ( 4,355 ) ( 75,824 ) (3) Other comprehensive income — — — — 265 265 — 265 BALANCE — December 31, 2023 66,226,176 $ 661 $ 2,548,307 $ ( 1,276,222 ) $ ( 2,425 ) $ 1,270,321 $ 155,014 $ 1,425,335 ___________ (1) In connection with the Merger, as defined in Note 1, on October 1, 2021, a wholly-owned subsidiary of Griffin-American Healthcare REIT IV Holdings, LP sold its 6.0 % interest in Trilogy REIT Holdings, LLC to GAHR III, as defined in Note 1. See Note 13, Equity — Noncontrolling Interests in Total Equity, for a further discussion. (2) Prior to the Merger, but upon the closing of the AHI Acquisition, as defined in Note 1, GAHR III redeemed all 5,148 shares of its common stock held by GAHR III’s former advisor as well as all 5,208 shares of GAHR IV Class T common stock held by the former advisor of GAHR IV, as defined in Note 1. (3) For the years ended December 31, 2023, 2022 and 2021, amounts exclude $( 1,063,000 ), $( 405,000 ) and $( 1,144,000 ), respectively, of net loss attributable to redeemable noncontrolling interests. See Note 12, Redeemable Noncontrolling Interests, for a further discussion. (4) The amounts are shown net of common stock withheld from issuance to satisfy employee minimum tax withholding requirements in connection with the vesting of restricted stock units. See Note 13, Equity — Equity Compensation Plans, for a further discussion. 117 Table of Contents AMERICAN HEALTHCARE REIT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended December 31, 2023, 2022 and 2021 (In thousands) Years Ended December 31, 2023 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 76,887 ) $ ( 73,383 ) $ ( 53,269 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 182,604 167,957 133,191 Other amortization 54,692 32,643 24,189 Deferred rent ( 3,480 ) ( 6,520 ) ( 2,673 ) Stock based compensation 5,468 3,909 9,658 (Gain) loss on dispositions of real estate investments, net ( 32,472 ) ( 5,481 ) 100 Impairment of real estate investments 13,899 54,579 3,335 Impairment of intangible assets and goodwill 10,520 23,277 — Loss (income) from unconsolidated entities 1,718 ( 1,407 ) 1,355 Gain on re-measurement of previously held equity interests ( 726 ) ( 19,567 ) — Foreign currency (gain) loss ( 2,282 ) 4,893 573 Loss on extinguishments of debt 345 5,166 2,655 Change in fair value of derivative financial instruments 926 ( 500 ) ( 8,200 ) Other adjustments — — 466 Changes in operating assets and liabilities: Accounts and other receivables ( 34,724 ) ( 4,457 ) 3,691 Other assets ( 4,166 ) ( 8,303 ) ( 2,775 ) Accounts payable and accrued liabilities 15,427 14,062 ( 32,571 ) Accounts payable due to affiliates — ( 184 ) ( 7,140 ) Operating lease liabilities ( 36,609 ) ( 24,699 ) ( 16,793 ) Security deposits, prepaid rent and other liabilities 4,282 ( 14,217 ) ( 37,879 ) Net cash provided by operating activities 98,535 147,768 17,913 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from dispositions of real estate investments 184,532 48,297 4,499 Developments and capital expenditures ( 99,791 ) ( 71,520 ) ( 79,695 ) Acquisitions of real estate investments ( 45,382 ) ( 73,229 ) ( 80,109 ) Acquisition of previously held equity interest ( 335 ) ( 13,714 ) — Cash, cash equivalents and restricted cash acquired in connection with the Merger and the AHI Acquisition — — 17,852 Investments in unconsolidated entities ( 12,592 ) ( 4,858 ) ( 650 ) Issuance of real estate notes receivable ( 20,962 ) ( 3,000 ) — Principal repayments on real estate notes receivable 6,082 — — Real estate and other deposits ( 2,156 ) ( 554 ) ( 549 ) Net cash provided by (used in) investing activities 9,396 ( 118,578 ) ( 138,652 ) CASH FLOWS FROM FINANCING ACTIVITIES Borrowings under mortgage loans payable 160,442 120,057 298,515 Payments on mortgage loans payable ( 101,457 ) ( 125,454 ) ( 34,616 ) Borrowings under the lines of credit and term loans 401,450 1,160,400 51,100 Payments on the lines of credit and term loans ( 459,361 ) ( 1,104,400 ) ( 157,000 ) Borrowings under financing obligations 16,283 25,900 — Payments on financing and other obligations ( 34,943 ) ( 13,677 ) ( 11,685 ) Deferred financing costs ( 5,311 ) ( 7,550 ) ( 3,854 ) Debt extinguishment costs ( 269 ) ( 3,243 ) ( 127 ) Distributions paid to common stockholders ( 76,284 ) ( 51,122 ) ( 22,788 ) Repurchase of common stock ( 469 ) ( 20,699 ) ( 382 ) Payments to taxing authorities in connection with common stock directly withheld from employees ( 72 ) — — Distributions to noncontrolling interests in total equity ( 8,628 ) ( 13,242 ) ( 14,875 ) 118 Table of Contents AMERICAN HEALTHCARE REIT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued) For the Years Ended December 31, 2023, 2022 and 2021 (In thousands) Years Ended December 31, 2023 2022 2021 Contributions from redeemable noncontrolling interests $ — $ 273 $ 152 Distributions to redeemable noncontrolling interests ( 1,475 ) ( 2,627 ) ( 1,483 ) Repurchase of redeemable noncontrolling interests and stock warrants ( 17,150 ) ( 4,679 ) ( 8,933 ) Payment of offering costs ( 1,487 ) ( 2,084 ) ( 10 ) Security deposits ( 331 ) ( 777 ) 95 Net cash (used in) provided by financing activities ( 129,062 ) ( 42,924 ) 94,109 NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH $ ( 21,131 ) $ ( 13,734 ) $ ( 26,630 ) EFFECT OF FOREIGN CURRENCY TRANSLATION ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH 7 154 ( 74 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period 111,906 125,486 152,190 CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period $ 90,782 $ 111,906 $ 125,486 RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH Beginning of period: Cash and cash equivalents $ 65,052 $ 81,597 $ 113,212 Restricted cash 46,854 43,889 38,978 Cash, cash equivalents and restricted cash $ 111,906 $ 125,486 $ 152,190 End of period: Cash and cash equivalents $ 43,445 $ 65,052 $ 81,597 Restricted cash 47,337 46,854 43,889 Cash, cash equivalents and restricted cash $ 90,782 $ 111,906 $ 125,486 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for: Interest $ 152,669 $ 88,682 $ 70,212 Income taxes $ 1,297 $ 1,131 $ 1,239 SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES Accrued developments and capital expenditures $ 24,881 $ 30,211 $ 19,546 Capital expenditures from financing obligations $ 5,413 $ 2,465 $ 1,409 Tenant improvement overage $ 2,402 $ 1,408 $ 1,598 Acquisition of real estate investments with assumed mortgage loans payable, net $ — $ 104,561 $ — Assumption of mortgage loan payable for development $ 10,884 $ — $ — Acquisition of real estate investment with financing obligation $ — $ — $ 15,504 Issuance of common stock under the DRIP $ — $ 36,812 $ 7,666 Distributions declared but not paid — common stockholders $ 16,557 $ 26,484 $ 8,768 Distributions declared but not paid — limited partnership units $ 876 $ 1,401 $ 467 Distributions declared but not paid — restricted stock units $ 157 $ 65 $ — Accrued repurchase of redeemable noncontrolling interest $ 25,312 $ — $ — Accrued offering costs $ 1,619 $ 1,256 $ — Reclassification of noncontrolling interests to mezzanine equity $ — $ 83 $ 5,923 Issuance of redeemable noncontrolling interests $ — $ — $ 7,999 The following represents the net increase (decrease) in certain assets and liabilities in connection with our acquisitions and dispositions of investments: Accounts and other receivables $ ( 1,784 ) $ 2,410 $ ( 153 ) Issuance of note receivable $ — $ 5,000 $ — Other assets, net $ ( 3,740 ) $ ( 12,337 ) $ ( 4,036 ) Mortgage loans payable, net $ — $ 33,241 $ — 119 Table of Contents AMERICAN HEALTHCARE REIT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued) For the Years Ended December 31, 2023, 2022 and 2021 (In thousands) Years Ended December 31, 2023 2022 2021 Financing obligations $ 12 $ 65 $ — Accounts payable and accrued liabilities $ ( 1,560 ) $ 15,674 $ ( 161 ) Security deposits and other liabilities $ ( 907 ) $ 15,919 $ — Merger and AHI Acquisition (Note 1): Issuance of limited partnership units in the AHI Acquisition $ — $ — $ 131,674 Implied issuance of GAHR III common stock in exchange for net assets acquired and purchase of noncontrolling interests in connection with the Merger $ — $ — $ 722,169 Fair value of mortgage loans payable and lines of credit and term loans assumed in the Merger $ — $ — $ 507,503 The accompanying notes are an integral part of these consolidated financial statements. 120 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2023, 2022 and 2021 The use of the words “we,” “us” or “our” refers to American Healthcare REIT, Inc. and its subsidiaries, including American Healthcare REIT Holdings, LP, except where otherwise noted. 1. Organization and Description of Business Overview and Background American Healthcare REIT, Inc., a Maryland corporation, is a self-managed real estate investment trust, or REIT, that acquires, owns and operates a diversified portfolio of clinical healthcare real estate properties, focusing primarily on outpatient medical buildings, senior housing, skilled nursing facilities, or SNFs, and other healthcare-related facilities. We also operate healthcare-related facilities utilizing the structure permitted by the REIT Investment Diversification and Empowerment Act of 2007, which is commonly referred to as a “RIDEA” structure (the provisions of the Internal Revenue Code of 1986, as amended, or the Code, authorizing the RIDEA structure were enacted as part of the Housing and Economic Recovery Act of 2008). Our healthcare facilities operated under a RIDEA structure include our senior housing operating properties, or SHOP, and our integrated senior health campuses. We have originated and acquired secured loans and may also originate and acquire other real estate-related investments on an infrequent and opportunistic basis. We generally seek investments that produce current income; however, we have selectively developed, and may continue to selectively develop, healthcare real estate properties. We have elected to be taxed as a REIT for U.S. federal income tax purposes. We believe that we have been organized and operated, and we intend to continue to operate, in conformity with the requirements for qualification and taxation as a REIT under the Code. On October 1, 2021, Griffin-American Healthcare REIT III, Inc., or GAHR III, merged with and into a wholly-owned subsidiary, or Merger Sub, of Griffin-American Healthcare REIT IV, Inc., or GAHR IV, with Merger Sub being the surviving company, which we refer to as the REIT Merger, and our operating partnership, Griffin-American Healthcare REIT IV Holdings, LP, or GAHR IV Operating Partnership, merged with and into Griffin-American Healthcare REIT III Holdings, LP, or the Surviving Partnership, with the Surviving Partnership being the surviving entity, which we refer to as the Partnership Merger and, together with the REIT Merger, the Merger. Following the Merger on October 1, 2021, our company, or the Combined Company, was renamed American Healthcare REIT, Inc. and the Surviving Partnership was renamed American Healthcare REIT Holdings, LP, or our operating partnership. Also on October 1, 2021, immediately prior to the consummation of the Merger, GAHR III acquired a newly formed entity, American Healthcare Opps Holdings, LLC, or NewCo, which we refer to as the AHI Acquisition, pursuant to a contribution and exchange agreement dated June 23, 2021, or the Contribution Agreement, between GAHR III; our operating partnership; American Healthcare Investors, LLC, or AHI; Griffin Capital Company, LLC, or Griffin Capital; Platform Healthcare Investor T-II, LLC; Flaherty Trust; and Jeffrey T. Hanson, the non-executive Chairman of our board of directors, or our board, Danny Prosky, our Chief Executive Officer, President and director, and Mathieu B. Streiff, one of our directors, or collectively, the AHI Principals. NewCo owned substantially all of the business and operations of AHI, as well as all of the equity interests in (i) Griffin-American Healthcare REIT IV Advisor, LLC, or GAHR IV Advisor, a subsidiary of AHI that served as the external advisor of GAHR IV, and (ii) Griffin-American Healthcare REIT III Advisor, LLC, or GAHR III Advisor, also referred to as our former advisor, a subsidiary of AHI that served as the external advisor of GAHR III. See Note 4, Business Combinations — 2021 Business Combinations, for a further discussion of the Merger and the AHI Acquisition. Operating Partnership We conduct substantially all of our operations through our operating partnership, and we are the sole general partner of our operating partnership. As of both December 31, 2023 and 2022, we owned 95.0 % of the operating partnership units, or OP units, in our operating partnership, and the remaining 5.0 % limited OP units were owned by the NewCo Sellers, as defined in Note 4, Business Combinations — 2021 Business Combinations. See Note 12, Redeemable Noncontrolling Interests, and Note 13, Equity — Noncontrolling Interests in Total Equity, for a further discussion of the ownership in our operating partnership. Public Offerings As of December 31, 2023, after taking into consideration the Merger and the impact of the reverse stock split as discussed in Note 2, Summary of Significant Accounting Policies, we had issued 65,445,557 shares for a total of $ 2,737,716,000 of common stock since February 26, 2014 in our initial public offerings and our distribution reinvestment plan, or DRIP, offerings (including historical offering amounts sold by GAHR III and GAHR IV prior to the Merger). 121 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) On February 9, 2024, pursuant to a Registration Statement filed with the United States Securities and Exchange Commission, or SEC, on Form S-11 (File No. 333-267464), as amended, we closed our underwritten public offering, or the 2024 Offering, through which we issued 64,400,000 shares of common stock, $ 0.01 par value per share, for a total of $ 772,800,000 in gross offering proceeds. Such amounts include the exercise in full of the underwriters’ overallotment option to purchase up to an additional 8,400,000 shares of common stock. These shares are listed on New York Stock Exchange, or NYSE, under the trading symbol “AHR” and began trading on February 7, 2024. See Note 13, Equity — Common Stock, and Note 13, Equity — Distribution Reinvestment Plan, for a further discussion of our public offerings. Our Real Estate Investments Portfolio We currently operate through four reportable business segments: integrated senior health campuses, outpatient medical, or OM, (which was formerly known as medical office buildings, or MOBs), triple-net leased properties and SHOP. As of December 31, 2023, we owned and/or operated 296 buildings and integrated senior health campuses including completed development and expansion projects representing approximately 18,822,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $ 4,473,543,000 . In addition, as of December 31, 2023, we also owned a real estate-related debt investment purchased for $ 60,429,000 . 2. Summary of Significant Accounting Policies The summary of significant accounting policies presented below is designed to assist in understanding our accompanying consolidated financial statements. Such consolidated financial statements and the accompanying notes thereto are the representations of our management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, or GAAP, in all material respects, and have been consistently applied in preparing our accompanying consolidated financial statements. Basis of Presentation Our accompanying consolidated financial statements include our accounts and those of our operating partnership, the wholly-owned subsidiaries of our operating partnership and all non-wholly owned subsidiaries in which we have control, as well as any VIEs, in which we are the primary beneficiary. The portion of equity in any subsidiary that is not wholly owned by us is presented in our accompanying consolidated financial statements as a noncontrolling interest. We evaluate our ability to control an entity, and whether the entity is a VIE and we are the primary beneficiary, by considering substantive terms of the arrangement and identifying which enterprise has the power to direct the activities of the entity that most significantly impacts the entity’s economic performance. On November 15, 2022, we effected a one-for-four reverse stock split of our common stock and a corresponding reverse split of the OP units, or the Reverse Splits. All numbers of common shares and per share data, as well as the OP units, in our accompanying consolidated financial statements and related notes have been retroactively adjusted for all periods presented to give effect to the Reverse Splits. We operate and intend to continue to operate in an umbrella partnership REIT structure in which our operating partnership, wholly-owned subsidiaries of our operating partnership and all non-wholly owned subsidiaries of which we have control will own substantially all of the interests in properties acquired on our behalf. We are the sole general partner of our operating partnership and as of both December 31, 2023 and 2022, we owned a 95.0 % general partnership interest therein, and the remaining 5.0 % limited partnership interest was owned by the NewCo Sellers, as defined in Note 4, Business Combinations — 2021 Business Combinations. The accounts of our operating partnership are consolidated in our accompanying consolidated financial statements because we are the sole general partner of our operating partnership and have unilateral control over its management and major operating decisions (even if additional limited partners are admitted to our operating partnership). All intercompany accounts and transactions are eliminated in consolidation. Use of Estimates The preparation of our accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as the disclosure of contingent assets and liabilities, at the date of our consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include, but are not limited 122 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) to, the initial and recurring valuation of certain assets acquired and liabilities assumed through property acquisitions including through business combinations, goodwill and its impairment, revenues and grant income, allowance for credit losses, impairment of long-lived and intangible assets and contingencies. These estimates are made and evaluated on an on-going basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates, perhaps in material adverse ways, and those estimates could be different under different assumptions or conditions. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist of all highly liquid investments with a maturity of three months or less when purchased. Restricted cash primarily comprises lender required accounts for property taxes, tenant improvements, capital improvements and insurance, which are restricted as to use or withdrawal. Leases Lessee : We determine if a contract is a lease upon inception of the lease and maintain a distinction between finance and operating leases. Pursuant to Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 842, Leases , or ASC Topic 842, lessees are required to recognize the following for all leases with terms greater than 12 months at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The lease liability is calculated by using either the implicit rate of the lease or the incremental borrowing rate. The accretion of lease liabilities and amortization expense on right-of-use assets for our operating leases are included in rental expenses, property operating expenses or general and administrative expenses in our accompanying consolidated statements of operations and comprehensive loss. Operating lease liabilities are calculated using our incremental borrowing rate based on the information available as of the lease commencement date. For our finance leases, the accretion of lease liabilities are included in interest expense and the amortization expense on right-of-use assets are included in depreciation and amortization in our accompanying consolidated statements of operations and comprehensive loss. Further, finance lease assets are included within real estate investments, net and finance lease liabilities are included within financing obligations in our accompanying consolidated balance sheets. Lessor : Pursuant to ASC Topic 842, lessors bifurcate lease revenues into lease components and non-lease components and separately recognize and disclose non-lease components that are executory in nature. Lease components continue to be recognized on a straight-line basis over the lease term and certain non-lease components may be accounted for under the revenue recognition guidance in ASC Topic 606, Revenue from Contracts with Customers, or ASC Topic 606. See the “Revenue Recognition” section below. ASC Topic 842 also provides for a practical expedient package that permits lessors to not separate non-lease components from the associated lease component if certain conditions are met. In addition, such practical expedient causes an entity to assess whether a contract is predominately lease- or service-based, and recognize the revenue from the entire contract under the relevant accounting guidance. We recognize revenue for our OM buildings and triple-net leased properties segments as real estate revenue. Minimum annual rental revenue is recognized on a straight-line basis over the term of the related lease (including rent holidays). Differences between real estate revenue recognized and cash amounts contractually due from tenants under the lease agreements are recorded to deferred rent receivable, which is included in other assets, net in our accompanying consolidated balance sheets. Tenant reimbursement revenue, which comprises additional amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses, are considered non-lease components and variable lease payments. We qualified for and elected the practical expedient as outlined above to combine the non-lease component with the lease component, which is the predominant component, and therefore the non-lease component is recognized as part of real estate revenue. In addition, as lessors, we exclude certain lessor costs (i.e., property taxes and insurance) paid directly by a lessee to third parties on our behalf from our measurement of variable lease revenue and associated expense (i.e., no gross up of revenue and expense for these costs); and include lessor costs that we paid and are reimbursed by the lessee in our measurement of variable lease revenue and associated expense (i.e., gross up revenue and expense for these costs). At our RIDEA facilities, we offer residents room and board (lease component), standard meals and healthcare services (non-lease component) and certain ancillary services that are not contemplated in the lease with each resident (i.e., laundry, guest meals, etc.). For our RIDEA facilities, we recognize revenue under ASC Topic 606 as resident fees and services, based on our predominance assessment from electing the practical expedient outlined above. See the “Revenue Recognition” section below. 123 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) See Note 17, Leases, for a further discussion of our leases. Revenue Recognition Real Estate Revenue We recognize real estate revenue in accordance with ASC Topic 842. See the “Leases” section above. Resident Fees and Services Revenue We recognize resident fees and services revenue in accordance with ASC Topic 606. A significant portion of resident fees and services revenue represents healthcare service revenue that is reported at the amount that we expect to be entitled to in exchange for providing patient care. These amounts are due from patients, third-party payors (including health insurers and government programs), other healthcare facilities, and others and includes variable consideration for retroactive revenue adjustments due to settlement of audits, reviews, and investigations. Generally, we bill the patients, third-party payors and other healthcare facilities several days after the services are performed. Revenue is recognized as performance obligations are satisfied. Consistent with healthcare industry accounting practices, any changes to these governmental revenue estimates are recorded in the period the change or adjustment becomes known based on final settlement. Any differences between recorded revenues and subsequent adjustments are reflected in operations in the year finalized. Performance obligations are determined based on the nature of the services provided by us. Revenue for performance obligations satisfied over time is recognized based on actual charges incurred in relation to total expected (or actual) charges. This method provides a depiction of the transfer of services over the term of the performance obligation based on the inputs needed to satisfy the obligation. Generally, performance obligations satisfied over time relate to patients receiving long-term healthcare services, including rehabilitation services. We measure the performance obligation from admission into the facility to the point when we are no longer required to provide services to that patient. Revenue for performance obligations satisfied at a point in time is recognized when goods or services are provided and we do not believe we are required to provide additional goods or services to the patient. Generally, performance obligations satisfied at a point in time relate to sales of our pharmaceuticals business or to sales of ancillary supplies. Because all of our performance obligations relate to contracts with a duration of less than one year, we have elected to apply the optional exemption provided in ASC Topic 606 and, therefore, are not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. The performance obligations for these contracts are generally completed within months of the end of the reporting period. We determine the transaction price based on standard charges for goods and services provided, reduced, where applicable, by contractual adjustments provided to third-party payors, implicit price concessions provided to uninsured patients, and estimates of goods to be returned. We also determine the estimates of contractual adjustments based on Medicare and Medicaid pricing tables and historical experience. We determine the estimate of implicit price concessions based on the historical collection experience with each class of payor. Agreements with third-party payors typically provide for payments at amounts less than established charges. The following is a summary of the payment arrangements with major third-party payors: • Medicare: Certain healthcare services are paid at prospectively determined rates based on cost-reimbursement methodologies subject to certain limits. • Medicaid: Reimbursements for Medicaid services are generally paid at prospectively determined rates. In the state of Indiana, we participate in an Upper Payment Limit program, or IGT, with various county hospital partners, which provides supplemental Medicaid payments to SNFs that are licensed to non-state, government-owned entities such as county hospital districts. We have operational responsibility through management agreements for facilities retained by the county hospital districts including this IGT. The licenses and management agreements between the nursing center division and hospital districts are terminable by either party to restore the previous licensed status. • Other: Payment agreements with certain commercial insurance carriers, health maintenance organizations and preferred provider organizations provide for payment using prospectively determined rates per discharge, discounts from established charges and prospectively determined periodic rates. 124 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Laws and regulations concerning government programs, including Medicare and Medicaid, are complex and subject to varying interpretation. As a result of investigations by governmental agencies, various healthcare organizations have received requests for information and notices regarding alleged noncompliance with those laws and regulations, which, in some instances, have resulted in organizations entering into significant settlement agreements. Compliance with such laws and regulations may also be subject to future government review and interpretation as well as significant regulatory action, including fines, penalties and potential exclusion from the related programs. There can be no assurance that regulatory authorities will not challenge our compliance with these laws and regulations, and it is not possible to determine the impact such claims or penalties would have upon us, if any. Settlements with third-party payors for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and our historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known (that is, new information becomes available), or as years are settled or are no longer subject to such audits, reviews and investigations. Adjustments arising from a change in the transaction price were not significant for the years ended December 31, 2023, 2022 and 2021. Disaggregation of Resident Fees and Services Revenue We disaggregate revenue from contracts with customers according to lines of business and payor classes. The transfer of goods and services may occur at a point in time or over time; in other words, revenue may be recognized over the course of the underlying contract, or may occur at a single point in time based upon a single transfer of control. This distinction is discussed in further detail below. We determine that disaggregating revenue into these categories achieves the disclosure objective to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The following tables disaggregate our resident fees and services revenue by line of business, according to whether such revenue is recognized at a point in time or over time, for the years then ended (in thousands): Integrated Senior Health Campuses SHOP(1) Total 2023: Over time $ 1,216,647 $ 182,200 $ 1,398,847 Point in time 265,233 4,662 269,895 Total resident fees and services $ 1,481,880 $ 186,862 $ 1,668,742 2022: Over time $ 1,019,198 $ 154,268 $ 1,173,466 Point in time 235,467 3,223 238,690 Total resident fees and services $ 1,254,665 $ 157,491 $ 1,412,156 2021: Over time $ 824,991 $ 96,000 $ 920,991 Point in time 200,708 2,236 202,944 Total resident fees and services $ 1,025,699 $ 98,236 $ 1,123,935 125 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) The following tables disaggregate our resident fees and services revenue by payor class for the years then ended (in thousands): Integrated Senior Health Campuses SHOP(1) Total 2023: Private and other payors $ 696,147 $ 174,439 $ 870,586 Medicare 477,338 2,808 480,146 Medicaid 308,395 9,615 318,010 Total resident fees and services $ 1,481,880 $ 186,862 $ 1,668,742 2022: Private and other payors $ 582,448 $ 144,771 $ 727,219 Medicare 429,129 — 429,129 Medicaid 243,088 12,720 255,808 Total resident fees and services $ 1,254,665 $ 157,491 $ 1,412,156 2021: Private and other payors $ 462,828 $ 94,673 $ 557,501 Medicare 349,876 — 349,876 Medicaid 212,995 3,563 216,558 Total resident fees and services $ 1,025,699 $ 98,236 $ 1,123,935 ___________ (1) Includes fees for basic housing, as well as fees for assisted living or skilled nursing care. We record revenue when services are rendered at amounts billable to individual residents. Residency agreements are generally for a term of 30 days, with resident fees billed monthly in advance. For patients under reimbursement arrangements with Medicaid, revenue is recorded based on contractually agreed-upon amounts or rates on a per resident, daily basis or as services are rendered. Accounts Receivable, Net — Resident Fees and Services Revenue The beginning and ending balances of accounts receivable, net — resident fees and services are as follows (in thousands): Private and Other Payors Medicare Medicaid Total Beginning balance — January 1, 2023 $ 55,484 $ 45,669 $ 20,832 $ 121,985 Ending balance — December 31, 2023 66,218 51,260 30,799 148,277 Increase $ 10,734 $ 5,591 $ 9,967 $ 26,292 Deferred Revenue — Resident Fees and Services Revenue Deferred revenue is included in security deposits, prepaid rent and other liabilities in our accompanying consolidated balance sheets. The beginning and ending balances of deferred revenue — resident fees and services, almost all of which relates to private and other payors, are as follows (in thousands): Total Beginning balance — January 1, 2023 $ 17,901 Ending balance — December 31, 2023 23,372 Increase $ 5,471 126 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Financing Component We have elected a practical expedient allowed under ASC Topic 606 and, therefore, we do not adjust the promised amount of consideration from patients and third-party payors for the effects of a significant financing component due to our expectation that the period between the time the service is provided to a patient and the time that the patient or a third-party payor pays for that service will be one year or less. Contract Costs We have applied the practical expedient provided by FASB ASC Topic 340, Other Assets and Deferred Costs , and, therefore, all incremental customer contract acquisition costs are expensed as they are incurred since the amortization period of the asset that we otherwise would have recognized is one year or less in duration. Resident and Tenant Receivables and Allowances Resident receivables, which are related to resident fees and services revenue, are carried net of an allowance for credit losses. An allowance is maintained for estimated losses resulting from the inability of residents and payors to meet the contractual obligations under their lease or service agreements. Substantially all of such allowances are recorded as direct reductions of resident fees and services revenue as contractual adjustments provided to third-party payors or implicit price concessions in our accompanying consolidated statements of operations and comprehensive loss. Our determination of the adequacy of these allowances is based primarily upon evaluations of historical loss experience, the residents’ financial condition, security deposits, cash collection patterns by payor and by state, current economic conditions, future expectations in estimating credit losses and other relevant factors. Tenant receivables, which are related to real estate revenue, and unbilled deferred rent receivables are reduced for amounts where collectability is not probable, which are recognized as direct reductions of real estate revenue in our accompanying consolidated statements of operations and comprehensive loss. The following is a summary of our adjustments to allowances for the years ended December 31, 2023 and 2022 (in thousands): Years Ended December 31, 2023 2022 Beginning balance $ 14,071 $ 12,378 Additional allowances 20,774 21,538 Write-offs ( 8,778 ) ( 10,684 ) Recoveries collected or adjustments ( 9,030 ) ( 9,161 ) Ending balance $ 17,037 $ 14,071 Real Estate Investments Purchase Price Allocation Upon the acquisition of real estate properties or entities owning real estate properties, we determine whether the transaction is a business combination, which requires that the assets acquired and liabilities assumed constitute a business. If the assets acquired and liabilities assumed are not a business, we account for the transaction as an asset acquisition. Under both methods, we recognize the identifiable assets acquired and liabilities assumed; however, for a transaction accounted for as an asset acquisition, we capitalize transaction costs and allocate the purchase price using a relative fair value method allocating all accumulated costs, whereas for a transaction accounted for as a business combination, we immediately expense transaction costs incurred associated with the business combination and allocate the purchase price based on the estimated fair value of each separately identifiable asset and liability. For the years ended December 31, 2023, 2022 and 2021, our investment transactions were accounted for as asset acquisitions or as business combinations, as applicable. See Note 3, Real Estate Investments, Net — Acquisitions of Real Estate Investments, and Note 4, Business Combinations, for a further discussion. We, with assistance from independent valuation specialists, measure the fair value of tangible and identified intangible assets and liabilities, as applicable, based on their respective fair values for acquired properties. Our method for allocating the purchase price to acquired investments in real estate requires us to make subjective assessments for determining fair value of the assets acquired and liabilities assumed. This includes determining the value of the buildings, land, leasehold interests, furniture, fixtures and equipment, above- or below-market rent, in-place leases, master leases, tenant improvements, above- or below-market debt assumed, derivative financial instruments assumed, and noncontrolling interest in the acquiree, if any. These estimates require significant judgment and in some cases involve complex calculations. These allocation assessments directly impact our results of operations, as amounts allocated to certain assets and liabilities have different depreciation or amortization 127 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) lives. In addition, we amortize the value assigned to above- or below-market rent as a component of revenue, unlike in-place leases and other intangibles, which we include in depreciation and amortization in our accompanying consolidated statements of operations and comprehensive loss. The determination of the fair value of land is based upon comparable sales data. In cases where a leasehold interest in the land is acquired, only the above/below market consideration is necessary where the value of the leasehold interest is determined by discounting the difference between the contract ground lease payments and a market ground lease payment back to a present value as of the acquisition date. The fair value of buildings is based upon our determination of the value under two methods: one, as if it were to be replaced and vacant using cost data and, two, also using a residual technique based on discounted cash flow models, as vacant. Factors considered by us include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. We also recognize the fair value of furniture, fixtures and equipment on the premises, as well as the above- or below-market rent, the value of in-place leases, master leases, above- or below-market debt and derivative financial instruments assumed. The value of the above- or below-market component of the acquired in-place leases is determined based upon the present value (using a discount rate that reflects the risks associated with the acquired leases) of the difference between: (i) the level payment equivalent of the contract rent paid pursuant to the lease; and (ii) our estimate of market rent payments taking into account the expected market rent growth. In the case of leases with options, a case-by-case analysis is performed based on all facts and circumstances of the specific lease to determine whether the option will be assumed to be exercised. The amounts related to above-market leases are included in identified intangible assets, net in our accompanying consolidated balance sheets and are amortized as a decrease to real estate revenue over the remaining non-cancelable lease term of the acquired leases with each property. The amounts related to below-market leases are included in identified intangible liabilities, net in our accompanying consolidated balance sheets and are amortized as an increase to real estate revenue over the remaining non-cancelable lease term plus any below-market renewal options of the acquired leases with each property. The value of in-place lease costs are based on management’s evaluation of the specific characteristics of the tenant’s lease and our overall relationship with the tenants. Characteristics considered by us in allocating these values include the nature and extent of the credit quality and expectations of lease renewals, among other factors. The in-place lease intangible represents the value related to the economic benefit for acquiring a property with in-place leases as opposed to a vacant property, which is evaluated based on a review of comparable leases for a similar property, terms and conditions for marketing and executing new leases, and implied in the difference between the value of the whole property “as is” and “as vacant.” The net amounts related to in-place lease costs are included in identified intangible assets, net in our accompanying consolidated balance sheets and are amortized as an increase to depreciation and amortization expense over the average downtime of the acquired leases with each property. The net amounts related to the value of tenant relationships, if any, are included in identified intangible assets, net in our accompanying consolidated balance sheets and are amortized as an increase to depreciation and amortization expense over the average remaining non-cancelable lease term of the acquired leases plus the market renewal lease term. The value of a master lease, if any, in which a previous owner or a tenant is relieved of specific rental obligations as additional space is leased, is determined by discounting the expected real estate revenue associated with the master lease space over the assumed lease-up period. The value of above- or below-market debt is determined based upon the present value of the difference between the cash flow stream of the assumed mortgage and the cash flow stream of a market rate mortgage at the time of assumption. The net value of above- or below-market debt is included in mortgage loans payable, net in our accompanying consolidated balance sheets and is amortized as an increase or decrease to interest expense, as applicable, over the remaining term of the assumed mortgage. The values of contingent consideration assets and liabilities are analyzed at the time of acquisition. For contingent purchase options, the fair market value of the acquired asset is compared to the specified option price at the exercise date. If the option price is below market, it is assumed to be exercised and the difference between the fair market value and the option price is discounted to the present value at the time of acquisition. The values of the redeemable and nonredeemable noncontrolling interests are estimated by applying the income approach based on a discounted cash flow analysis. The fair value measurement may apply significant inputs that are not observable in the market. See Note 4, Business Combinations — 2021 Business Combinations — Fair Value of Noncontrolling Interests, for a further discussion of our fair value measurement approach and the significant inputs used in the values of redeemable and nonredeemable noncontrolling interests in GAHR IV. 128 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Real Estate Investments, Net We carry our operating properties at our historical cost less accumulated depreciation. The cost of operating properties includes the cost of land and completed buildings and related improvements, including those related to financing obligations. Expenditures that increase the service life of properties are capitalized and the cost of maintenance and repairs is charged to expense as incurred. The cost of buildings and capital improvements is depreciated on a straight-line basis over the estimated useful lives of the buildings and capital improvements, up to 39 years, and the cost for tenant improvements is depreciated over the shorter of the lease term or useful life, up to 34 years. The cost of furniture, fixtures and equipment is depreciated over the estimated useful life, up to 28 years. When depreciable property is retired, replaced or disposed of, the related cost and accumulated depreciation is removed from the accounts and any gain or loss is reflected in earnings. As part of the leasing process, we may provide the lessee with an allowance for the construction of leasehold improvements. These leasehold improvements are capitalized and recorded as tenant improvements and depreciated over the shorter of the useful life of the improvements or the lease term. If the allowance represents a payment for a purpose other than funding leasehold improvements, or in the event we are not considered the owner of the improvements, the allowance is considered to be a lease inducement and is included in other assets, net in our accompanying consolidated balance sheets. Lease inducement is amortized over the lease term as a reduction of real estate revenue on a straight-line basis. Factors considered during this evaluation include, among other things, who holds legal title to the improvements as well as other controlling rights provided by the lease agreement and provisions for substantiation of such costs (e.g ., unilateral control of the tenant space during the build-out process). Determination of the appropriate accounting for the payment of a tenant allowance is made on a lease-by-lease basis, considering the facts and circumstances of the individual tenant lease. Recognition of lease revenue commences when the lessee is given possession of the leased space upon completion of tenant improvements when we are the owner of the leasehold improvements. However, when the leasehold improvements are owned by the tenant, the lease inception date (and the date on which recognition of lease revenue commences) is the date the tenant obtains possession of the leased space for purposes of constructing its leasehold improvements. Goodwill Goodwill represents the excess of consideration paid over the fair value of underlying identifiable net assets of a business acquired in a business combination. Our goodwill has an indeterminate life and is not amortized, but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We take a qualitative approach, as applicable, to consider whether an impairment of goodwill exists prior to quantitatively determining the fair value of the reporting unit in step one of the impairment test. When step one of the impairment test is utilized, we compare the fair value of a reporting unit with its carrying amount. We recognize an impairment loss to the extent the carrying value of goodwill exceeds the implied value in the current period. See Note 4, Business Combinations, for a further discussion of goodwill recognized in connection with our business combinations, and Note 18, Segment Reporting, for a further discussion of goodwill allocation by segment and impairment of goodwill. Impairment of Long-Lived Assets and Intangible Assets We periodically evaluate our long-lived assets, primarily consisting of investments in real estate that we carry at our historical cost less accumulated depreciation, for impairment when events or changes in circumstances indicate that its carrying value may not be recoverable. We consider the following indicators, among others, in our evaluation of impairment: • significant negative industry or economic trends; • a significant underperformance relative to historical or projected future operating results; and • a significant change in the extent or manner in which the asset is used or significant physical change in the asset. If indicators of impairment of our long-lived assets are present, we evaluate the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying operations. In performing this evaluation, we consider market conditions and our current intentions with respect to holding or disposing of the asset. We adjust the net book value of properties we lease to others and other long-lived assets to fair value if the sum of the expected future undiscounted cash flows, including sales proceeds, is less than carrying value. We recognize an impairment loss at the time we make any such determination. 129 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) We test indefinite-lived intangible assets, other than goodwill, for impairment at least annually, and more frequently if indicators arise. We first assess qualitative factors to determine the likelihood that the fair value of the reporting group is less than its carrying value. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized. Fair values of other indefinite-lived intangible assets are usually determined based on discounted cash flows or appraised values, as appropriate. If impairment indicators arise with respect to intangible assets with finite useful lives, we evaluate impairment by comparing the carrying amount of the asset to the estimated future undiscounted net cash flows expected to be generated by the asset. If the estimated future undiscounted net cash flows are less than the carrying amount of the asset, then we estimate the fair value of the asset and compare the estimated fair value to the intangible asset’s carrying value. For all of our reporting units, we recognize any shortfall from carrying value as an impairment loss in the current period. See Note 3, Real Estate Investments, Net — Impairment of Real Estate Investments, for a further discussion of impairment of long-lived assets. See Note 6, Identified Intangible Assets and Liabilities, for a further discussion of impairment of intangible assets. Properties Held for Sale A property or a group of properties is reported in discontinued operations in our consolidated statements of operations and comprehensive loss for current and prior periods if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when either: (i) the component has been disposed of or (ii) is classified as held for sale. At such time as a property is held for sale, such property is carried at the lower of: (i) its carrying amount or (ii) fair value less costs to sell. In addition, a property being held for sale ceases to be depreciated. We classify operating properties as property held for sale in the period in which all of the following criteria are met: • management, having the authority to approve the action, commits to a plan to sell the asset; • the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets; • an active program to locate a buyer or buyers and other actions required to complete the plan to sell the asset has been initiated; • the sale of the asset is probable and the transfer of the asset is expected to qualify for recognition as a completed sale within one year; • the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and • given the actions required to complete the plan to sell the asset, it is unlikely that significant changes to the plan would be made or that the plan would be withdrawn. Our properties held for sale are included in other assets, net in our accompanying consolidated balance sheets. We did no t recognize impairment charges on properties held for sale for the years ended December 31, 2023, 2022 and 2021. For the year ended December 31, 2023, we did not dispose of any held for sale properties. For the year ended December 31, 2022, we disposed of two integrated senior health campuses included in properties held for sale for an aggregate contract sales price of $ 18,700,000 and recognized an aggregate net gain on sale of $ 3,421,000 . For the year ended December 31, 2021, we disposed of two integrated senior health campuses included in properties held for sale for an aggregate contract sales price of $ 500,000 and recognized an aggregate net loss on sale of $( 114,000 ). For the year ended December 31, 2021, our former advisor agreed to waive $ 93,000 in disposition fees that may otherwise have been due to our former advisor pursuant to the Advisory Agreement, as defined in Note 14, Related Party Transactions. Our former advisor did not receive any additional securities, shares of stock or any other form of consideration or any repayment as a result of the waiver of such disposition fees. See Note 3, Real Estate Investments, Net — Dispositions of Real Estate Investments, for a further discussion of our property dispositions, as well as Note 13, Equity — Noncontrolling Interests in Total Equity, for a discussion of the disposition of membership interests in a consolidated limited liability company. Debt Security Investment, Net We classify our marketable debt security investment as held-to-maturity because we have the positive intent and ability to hold the security to maturity, and we have not recorded any unrealized holding gains or losses on such investment. Our held-to-maturity security is recorded at amortized cost and adjusted for the amortization of premiums or discounts through maturity. 130 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) See Note 5, Debt Security Investment, Net, for a further discussion. Derivative Financial Instruments We are exposed to the effect of interest rate changes in the normal course of business. We seek to mitigate these risks by following established risk management policies and procedures, which include the occasional use of derivatives. Our primary strategy in entering into derivative contracts, such as fixed-rate interest rate swaps and interest rate caps, is to add stability to interest expense and to manage our exposure to interest rate movements by effectively converting a portion of our variable-rate debt to fixed-rate debt. We do not enter into derivative instruments for speculative purposes. Derivatives are recognized as either other assets or other liabilities in our accompanying consolidated balance sheets and are measured at fair value. We do not designate our derivative instruments as hedge instruments as defined by guidance under ASC Topic 815, Derivatives and Hedges , or ASC Topic 815, which allows for gains and losses on derivatives designated as hedges to be offset by the change in value of the hedged items or to be deferred in other comprehensive income (loss). Changes in the fair value of our derivative financial instruments are recorded as a component of interest expense in gain or loss in fair value of derivative financial instruments in our accompanying consolidated statements of operations and comprehensive loss. See Note 10, Derivative Financial Instruments, and Note 15, Fair Value Measurements, for a further discussion of our derivative financial instruments. Fair Value Measurements The fair value of certain assets and liabilities is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, we follow a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of our reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and our reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. See Note 15, Fair Value Measurements, for a further discussion. Other Assets, Net Other assets, net primarily consists of inventory, prepaid expenses and deposits, deferred financing costs related to our lines of credit, deferred rent receivables, deferred tax assets, investments in unconsolidated entities, lease inducements and lease commissions. Inventory consists primarily of pharmaceutical and medical supplies and is stated at the lower of cost (first-in, first-out) or market. Deferred financing costs related to our lines of credit include amounts paid to lenders and others to obtain such financing. Such costs are amortized using the straight-line method over the term of the related loan, which approximates the effective interest rate method. Amortization of deferred financing costs related to our lines of credit is included in interest expense in our accompanying consolidated statements of operations and comprehensive loss. Lease commissions are amortized using the straight-line method over the term of the related lease. Prepaid expenses are amortized over the related contract periods. We report investments in unconsolidated entities using the equity method of accounting when we have the ability to exercise significant influence over the operating and financial policies. Under the equity method, our share of the investee’s 131 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) earnings or losses is included in our accompanying consolidated statements of operations and comprehensive loss. We generally do not recognize equity method losses when such losses exceed our net equity method investment balance unless we have committed to provide such investee additional financial support or guaranteed its obligations. To the extent that our cost basis is different from the basis reflected at the entity level, the basis difference is generally amortized over the lives of the related assets and liabilities, and such amortization is included in our share of equity in earnings of the entity. The initial carrying value of investments in unconsolidated entities is based on the amount paid to purchase the entity interest or the estimated fair value of the assets prior to the sale of interests in the entity. We have elected to follow the cumulative earnings approach when classifying distributions received from equity method investments in our consolidated statements of cash flows, whereby any distributions received up to the amount of cumulative equity earnings will be considered a return on investment and classified in operating activities and any excess distributions would be considered a return of investment and classified in investing activities. We evaluate our equity method investments for impairment based upon a comparison of the estimated fair value of the equity method investment to its carrying value. When we determine a decline in the estimated fair value of such an investment below its carrying value is other-than-temporary, an impairment is recorded. See Note 7, Other Assets, Net, for a further discussion. Accounts Payable and Accrued Liabilities As of December 31, 2023 and 2022, accounts payable and accrued liabilities primarily include insurance reserves of $ 44,548,000 and $ 39,893,000 , respectively, reimbursement of payroll-related costs to the managers of our SHOP and integrated senior health campuses of $ 42,698,000 and $ 38,624,000 , respectively, accrued developments and capital expenditures to unaffiliated third parties of $ 24,881,000 and $ 30,211,000 , respectively, accrued property taxes of $ 23,549,000 and $ 24,926,000 , respectively, and accrued distributions to common stockholders of $ 16,557,000 and $ 26,484,000 , respectively. Stock Based Compensation We follow ASC Topic 718, Compensation — Stock Compensation , or ASC Topic 718, to account for our stock compensation pursuant to the Second Amended and Restated 2015 Incentive Plan, or the AHR Incentive Plan, using the fair value method, which requires an estimate of fair value of the award at the time of grant and recognition of compensation expense on a straight-line basis over the requisite service period of the awards. Forfeitures of stock based awards are recognized as an adjustment to compensation expense as they occur. Awards granted under the AHR Incentive Plan consist of restricted stock or units issued to our executive officers and employees, in addition to restricted stock issued to our directors. See Note 13, Equity — Equity Compensation Plans, for a further discussion of awards granted under the AHR Incentive Plan. Foreign Currency We have real estate investments in the United Kingdom, or UK, and Isle of Man for which the functional currency is the UK Pound Sterling, or GBP. We translate the results of operations of our foreign real estate investments into United States Dollars, or USD, using the average currency rates of exchange in effect during the period, and we translate assets and liabilities using the currency exchange rate in effect at the end of the period. The resulting foreign currency translation adjustments are included in accumulated other comprehensive loss, a component of stockholders’ equity, in our accompanying consolidated balance sheets. Certain balance sheet items, primarily equity and capital-related accounts, are reflected at the historical currency exchange rates. We also have intercompany notes and payables denominated in GBP with our UK subsidiaries. Gains or losses resulting from remeasuring such intercompany notes and payables into USD at the end of each reporting period are reflected in our accompanying consolidated statements of operations and comprehensive loss. When such intercompany notes and payables are deemed to be of a long-term investment nature, they will be reflected in accumulated other comprehensive loss in our accompanying consolidated balance sheets. Gains or losses resulting from foreign currency transactions are remeasured into USD at the rates of exchange prevailing on the date of the transactions. The effects of transaction gains or losses are included in our accompanying consolidated statements of operations and comprehensive loss. Income Taxes We qualify, and elect to be taxed, as a REIT under the Code, and we intend to continue to qualify to be taxed as a REIT. To maintain our qualification as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute to our stockholders a minimum of 90.0 % of our annual taxable income, excluding net capital gains. We generally will not be subject to U.S. federal income taxes if we distribute 100% of our taxable income each year to our stockholders. 132 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) If we fail to maintain our qualification as a REIT in any taxable year, we will then be subject to U.S. federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for U.S. federal income tax purposes for four years following the year during which qualification is lost unless the Internal Revenue Service grants us relief under certain statutory provisions. Such an event could have a material adverse effect on our net income and net cash available for distribution to our stockholders. We may be subject to certain state and local income taxes on our income, property or net worth in some jurisdictions, and, in certain circumstances, we may also be subject to federal excise taxes on undistributed income. In addition, certain activities that we undertake are conducted by subsidiaries, which we elected to be treated as taxable REIT subsidiaries, or TRS, to allow us to provide services that would otherwise be considered impermissible for REITs. Also, we have real estate investments in the UK and Isle of Man, which do not accord REIT status to United States REITs under their tax laws. Accordingly, we recognize an income tax benefit or expense for the federal, state and local income taxes incurred by our TRS and foreign income taxes on our real estate investments in the UK and Isle of Man. We account for deferred income taxes using the asset and liability method and recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our financial statements or tax returns. Under this method, we determine deferred tax assets and liabilities based on the temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets reflect the impact of the future deductibility of operating loss carryforwards. A valuation allowance is provided if we believe it is more likely than not that all or some portion of the deferred tax asset will not be realized. Any increase or decrease in the valuation allowance that results from a change in circumstances, and that causes us to change our judgment about the realizability of the related deferred tax asset, is included in income tax benefit or expense in our accompanying consolidated statements of operations and comprehensive loss when such changes occur. Any increase or decrease in the deferred tax liability that results from a change in circumstances, and that causes us to change our judgment about expected future tax consequences of events, is recorded in income tax benefit or expense in our accompanying consolidated statements of operations and comprehensive loss. Net deferred tax assets are included in other assets, or net deferred tax liabilities are included in security deposits, prepaid rent and other liabilities, in our accompanying consolidated balance sheets. See Note 16, Income Taxes, for a further discussion. Segment Disclosure We segregate our operations into reporting segments in order to assess the performance of our business in the same way that management reviews our performance and makes operating decisions. During the quarter ended December 31, 2023, we modified how we evaluate our business and make resource allocations, and therefore determined that we operate through four reportable business segments; integrated senior health campuses, OM (which was formerly known as MOBs), triple-net leased properties and SHOP. All segment information included in the notes to the accompanying consolidated financial statements has been recast for all periods presented to reflect four reportable business segments and the change in segment name from MOBs to OM. The segment name change from MOBs to OM did not result in any changes to the composition of such segment or information reviewed by management, and therefore, had no impact on the historical results of operations. See Note 18, Segment Reporting, for a further discussion. GLA and Other Measures GLA and other measures used to describe real estate investments included in our accompanying consolidated financial statements are presented on an unaudited basis. Recently Issued Accounting Pronouncements In March 2020, the FASB issued Accounting Standards Update, or ASU, 2020-04, Facilitation of the Effects of Reference Rate Reform of Financial Reporting , or ASU 2020-04, which provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions, subject to meeting certain criteria. ASU 2020-04 applies to the aforementioned transactions that reference the London Inter-bank Offered Rate, or LIBOR, or another reference rate expected to be discontinued because of the reference rate reform. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), or ASU 2021-01, which clarifies that certain optional expedients and exceptions for contract modification and hedge accounting apply to derivative instruments that use an interest rate for margining, 133 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) discounting, or contract price alignment that is modified as a result of the discontinuation of the use of LIBOR as a benchmark interest rate due to reference rate reform. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, or ASU 2022-06, which extends the period of time entities can utilize the reference rate reform relief guidance under ASU 2020-04 from December 31, 2022 to December 31, 2024. ASU 2020-04, ASU 2021-01 and ASU 2022-06 are effective for fiscal years and interim periods beginning after March 12, 2020 and through the effective date December 31, 2024, as extended by ASU 2022-06. We adopted such accounting pronouncements on January 1, 2023, which has not had a material impact on our consolidated financial statements and disclosures as of December 31, 2023. In July 2023, the FASB issued ASU 2023-03, Presentation of Financial Statements (Topic 205), Income Statement-Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation-Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280-General Revision of Regulation S-X: Income or Loss Applicable to Common Stock, or ASU 2023-03. ASU 2023-03 amends the Accounting Standards Codification, or ASC, for SEC updates pursuant to SEC Staff Accounting Bulletin No. 120; SEC Staff Announcement at the March 24, 2022 Emerging Issues Task Force Meeting; and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 - General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. These updates were immediately effective and did not have a material impact on our consolidated financial statements and disclosures. In August 2023, the FASB issued ASU 2023-05, Business Combinations — Joint Venture Formations (Subtopic 805- 60): Recognition and Initial Measurement, or ASU 2023-05. ASU 2023-05 applies to the initial formation of a “joint venture” or a “corporate joint venture” as defined in the accounting literature and requires a joint venture to apply a new basis of accounting by initially measuring and recognizing all contributions received upon its formation at fair value. In particular, a joint venture will measure its total assets and liabilities upon formation as the fair value of the joint venture as a whole, which would equal the fair value of all of the joint venture’s outstanding equity interests. The new guidance does not change the definition of a joint venture, the accounting by the investors for their investments in a joint venture (e.g., equity method accounting) or the accounting by a joint venture for contributions received after its formation. ASU 2023-05 will be applied prospectively and is effective for all newly-formed joint venture entities with a formation date on or after January 1, 2025. Early adoption is permitted. We do not expect the adoption of ASU 2023-05 on January 1, 2025 to have a material impact to our consolidated financial statements and disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, or ASU 2023-07, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. Such disclosure amendments include the requirement for public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and should be applied retrospectively to all prior periods presented in the financial statements. We are currently evaluating this guidance to determine the impact to our consolidated financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, or ASU 2023-09, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted and should be applied prospectively; however, retrospective application is permitted. We are currently evaluating this guidance to determine the impact to our consolidated financial statements and disclosures. 134 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) In March 2024, the SEC adopted final rules, The Enhancement and Standardization of Climate-Related Disclosures for Investors . The final rules require a registrant to disclose, among other things: material climate-related risks; activities to mitigate or adapt to such risks, as well as a quantitative and qualitative description of material expenditures incurred and material impacts on financial estimates and assumptions that directly result from such mitigation or adaptation activities; material capitalized costs, expenses and losses incurred as a result of severe weather events and other natural conditions; information about the registrant’s board of directors’ oversight of climate-related risks and management’s role in managing material climate-related risks; and information on any climate-related targets or goals that are material to the registrant’s business, results of operations or financial condition. The rules require registrants to provide such climate-related disclosures in their annual reports, beginning with annual reports for the year ending December 31, 2025, for calendar-year-end large accelerated filers. We are currently evaluating this guidance to determine the impact to our consolidated financial statement disclosures. 3. Real Estate Investments, Net Our real estate investments, net consisted of the following as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Building, improvements and construction in process $ 3,604,299 $ 3,670,361 Land and improvements 335,946 344,359 Furniture, fixtures and equipment 237,350 221,727 4,177,595 4,236,447 Less: accumulated depreciation ( 752,157 ) ( 654,838 ) $ 3,425,438 $ 3,581,609 Depreciation expense for the years ended December 31, 2023, 2022 and 2021 was $ 147,587,000 , $ 141,257,000 and $ 109,036,000 , respectively. The following is a summary of our capital expenditures for the years ended December 31, 2023, 2022 and 2021 (in thousands): Years Ended December 31, 2023 2022 2021 Integrated senior health campuses $ 64,011 $ 30,926 $ 62,596 OM 24,296 32,373 21,605 SHOP 12,244 9,280 3,539 Triple-net leased properties 420 4 31 Total $ 100,971 $ 72,583 $ 87,771 Included in the capital expenditure amounts above are costs for the development and expansion of our integrated senior health campuses. For the year ended December 31, 2023, we incurred $ 4,988,000 to expand three of our existing integrated senior health campuses. For the year ended December 31, 2022, we exercised our right to purchase a leased property that cost $ 15,462,000 to develop and incurred a total of $ 7,543,000 to expand three of our existing integrated senior health campuses. For the year ended December 31, 2021, we completed the development of three integrated senior health campuses for an aggregate $ 50,435,000 and incurred a total $ 22,720,000 to expand two of our existing integrated senior health campuses. We also exercised our right to purchase a leased property that cost $ 11,004,000 . Acquisitions of Real Estate Investments 2023 Acquisitions of Real Estate Investments For the year ended December 31, 2023, using cash on hand and debt financing, we, through a majority-owned subsidiary of Trilogy Investors, LLC, or Trilogy, of which we owned 74.1 %, completed the acquisition of one integrated senior health campus. The following is a summary of such property acquisition (in thousands): Location Date Acquired Contract Purchase Price Mortgage Loan Payable Louisville, KY 02/15/23 $ 11,000 $ 7,700 135 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) In addition, on June 30, 2023, we, through a majority-owned subsidiary of Trilogy, acquired a land parcel in Ohio for a contract purchase price of $ 660,000 , plus closing costs, for the future expansion of an existing integrated senior health campus. For the year ended December 31, 2023, using cash on hand and debt financing, we, through a majority-owned subsidiary of Trilogy, acquired three previously leased real estate investments located in Indiana and Ohio. The following is a summary of such acquisitions, which are included in our integrated senior health campuses segment (in thousands): Location Date Acquired Contract Purchase Price Mortgage Loan Payable Financing Obligation Washington, IN 07/13/23 $ 14,200 $ 12,212 $ — Tell City, IN 07/13/23 2,400 1,988 — New Albany, OH 07/13/23 16,283 — 16,283 Total $ 32,883 $ 14,200 $ 16,283 We accounted for our acquisitions of land and real estate investments completed during the year ended December 31, 2023 as asset acquisitions. The following table summarizes the purchase price of such assets acquired at the time of acquisition based on their relative fair values and adjusted for $ 28,623,000 operating lease right-of-use assets and $ 30,498,000 operating lease liabilities (in thousands): 2023 Acquisitions Building and improvements $ 38,517 Land 4,917 Total assets acquired $ 43,434 2022 Acquisitions of Real Estate Investments For the year ended December 31, 2022, using cash on hand and debt financing, we, through a majority-owned subsidiary of Trilogy, of which we owned 73.1 %, exercised purchase options to acquire four previously leased real estate investments located in Indiana and Kentucky for an aggregate contract purchase price of $ 54,805,000 , which investments are included in our integrated senior health campus segment. We financed such acquisitions with cash on hand and a mortgage loan payable with a principal balance of $ 52,725,000 . In addition, for the year ended December 31, 2022, we, through a majority-owned subsidiary of Trilogy, acquired land parcels in Indiana and Kentucky for the future development and expansion of our integrated senior health campuses for an aggregate contract purchase price of $ 1,020,000 , plus closing costs. We accounted for our acquisitions of land and real estate investments completed during the year ended December 31, 2022 as asset acquisitions. For the year ended December 31, 2022, we incurred and capitalized closing costs and direct acquisition related expenses of $ 303,000 . The following table summarizes the purchase price of such assets acquired at the time of acquisition based on their relative fair values and adjusted for $ 37,464,000 operating lease right-of-use assets and $ 36,326,000 operating lease liabilities (in thousands): 2022 Acquisitions Building and improvements $ 49,645 Land and improvements 8,885 Total assets acquired $ 58,530 136 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 2021 Acquisitions of Real Estate Investments For the year ended December 31, 2021, using cash on hand and debt financing, we, through a majority-owned subsidiary of Trilogy, of which we owned 72.9 %, acquired a portfolio of six previously leased real estate investments located in Indiana and Ohio. The following is a summary of such property acquisitions, which are included in our integrated senior health campuses segment (in thousands): Location Date Acquired Contract Purchase Price Mortgage Loan Payable Acquisition Fee(1) Kendallville, IN; and Delphos, Lima, Springfield, Sylvania and Union Township, OH 01/19/21 $ 76,549 $ 78,587 $ 1,164 ___________ (1) Our former advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, an acquisition fee of 2.25 % of the portion of the contract purchase price of the properties attributed to our ownership interest in the Trilogy subsidiary that acquired the properties. For the year ended December 31, 2021, and prior to the Merger, we, through a majority-owned subsidiary of Trilogy, acquired land parcels in Indiana and Ohio for the future development and expansion of our integrated senior health campuses for an aggregate contract purchase price of $ 1,459,000 plus closing costs. We paid to our former advisor an acquisition fee of 2.25 % of the portion of the contract purchase price of each land parcel attributed to our ownership interest. On October 15, 2021, we, through a majority-owned subsidiary of Trilogy, acquired a land parcel in Ohio for a contract purchase price of $ 249,000 , plus closing costs. We accounted for our acquisitions of land and real estate investments completed during the year ended December 31, 2021 as asset acquisitions. For the year ended December 31, 2021, we incurred and capitalized closing costs and direct acquisition related expenses of $ 1,855,000 . The following table summarizes the purchase price of such assets acquired at the time of acquisition based on their relative fair values and adjusted for $ 57,647,000 operating lease right-of-use assets and $ 54,564,000 operating lease liabilities (in thousands): 2021 Acquisitions Building and improvements $ 66,167 Land 17,612 Total assets acquired $ 83,779 137 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Dispositions of Real Estate Investments 2023 Dispositions of Real Estate Investments For the year ended December 31, 2023, we disposed of six SHOP and 16 OM buildings. We recognized a total aggregate net gain on such dispositions of $ 32,717,000 . The following is a summary of such dispositions (dollars in thousands): Location Number of Buildings Type Date Disposed Contract Sales Price Pinellas Park, FL(1) 1 SHOP 02/01/23 $ 7,730 Olympia Fields, IL 1 OM 04/10/23 3,750 Auburn, CA 1 OM 04/26/23 7,050 Pottsville, PA 1 OM 04/26/23 6,000 New London, CT 1 OM 05/24/23 4,200 Stratford, CT 1 OM 05/24/23 4,800 Westbrook, CT 1 OM 05/24/23 7,250 Lakeland, FL(1) 1 SHOP 06/01/23 7,080 Winter Haven, FL(1) 1 SHOP 06/01/23 17,500 Acworth, GA 3 OM 06/14/23 8,775 Lithonia, GA 1 OM 06/14/23 3,445 Stockbridge, GA 1 OM 06/14/23 2,430 Lake Placid, FL(1) 1 SHOP 06/30/23 5,620 Brooksville, FL(1) 1 SHOP 06/30/23 7,800 Spring Hill, FL(1) 1 SHOP 08/01/23 7,800 Morristown, NJ 1 OM 08/09/23 62,210 Evendale, OH 1 OM 08/29/23 11,900 Longview, TX 1 OM 09/19/23 1,500 Naperville, IL 2 OM 10/03/23 17,800 Total 22 $ 194,640 ___________ (1) See Note 12, Redeemable Noncontrolling Interests, for information about the ownership of the Central Florida Senior Housing Portfolio. 2022 Dispositions of Real Estate Investments For the year ended December 31, 2022, we disposed of one OM building in Tennessee and three facilities in Florida within our Central Florida Senior Housing Portfolio. We recognized a total aggregate net gain on such dispositions of $ 1,370,000 . The following is a summary of such dispositions, which were included in our OM and SHOP segments, as applicable (in thousands): Location Date Disposed Contract Sales Price Brooksville, FL(1) 11/15/22 $ 2,640 Sanford, FL(1) 12/15/22 3,750 Memphis, TN 12/20/22 9,600 Bradenton FL(1) 12/30/22 7,215 Total $ 23,205 ___________ (1) See Note 12, Redeemable Noncontrolling Interests, for information about the ownership of the Central Florida Senior Housing Portfolio. 138 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 2021 Disposition of Real Estate Investment In July 2021, we, through a majority-owned subsidiary of Trilogy, sold an integrated senior health campus, or the Sold Property, to an unaffiliated third party, or the Buyer, and leased it back, while retaining control of the Sold Property. This transaction did not meet the criteria for a sale and leaseback under GAAP. The lease agreement includes a finance obligation with a present value of $ 15,504,000 representing our obligation to purchase the Sold Property between 2028 and 2029. Simultaneously, we, through a majority-owned subsidiary of Trilogy, purchased a previously leased integrated senior health campus, or the Purchased Property, from the Buyer which was in exchange for the Sold Property. No cash consideration was exchanged as part of the transactions explained above. As of the transaction date, the carrying value of the Purchased Property of $ 14,807,000 was recorded to real estate investments, net, in our accompanying consolidated balance sheet, and the carrying value of the finance obligation of $ 15,504,000 was recorded to financing obligations in our accompanying consolidated balance sheet. Sale of Controlling Interests in Developments On February 8, 2022, we sold approximately 74.0 % of our ownership interests in several real estate development assets within our integrated senior health campuses segment for an aggregate sales price of $ 19,622,000 , and we recognized an aggregate gain on sale of $$ 683,000 for the year ended December 31, 2022. At the time of sale, we retained approximately 26.0 % ownership interests in such real estate development assets. As of December 31, 2023 and 2022, we own approximately 49.0 % and 31.6 % ownership interests, respectively, in such real estate development assets, which interests are accounted for as investments in unconsolidated entities within other assets, net in our accompanying consolidated balance sheet as of December 31, 2023 and 2022. For the year ended December 31, 2023 and from February 8, 2022 through December 31, 2022, our interests in the net earnings or losses of such unconsolidated entities were included in income or loss from unconsolidated entities in our accompanying consolidated statements of operations and comprehensive loss. See Note 4, Business Combinations, for a discussion of real estate investment acquisitions accounted for business combinations for the years ended December 31, 2023, 2022 and 2021. Impairment of Real Estate Investments For the year ended December 31, 2023, as we continue to evaluate additional non-strategic properties for sale, we determined that two of our SHOP and one of our OM buildings were impaired and recognized an aggregate impairment charge of $ 13,899,000 , which reduced the total aggregate carrying value of such assets to $ 20,439,000 . The remaining $ 3,477,000 carrying value of one of the impaired SHOP was reclassified to properties held for sale during the third quarter of 2023, which is included in other assets, net in our accompanying condensed consolidated balance sheet. The fair value of one SHOP was based on its projected sales price from an independent third party letter of intent, and the fair value of such OM was determined by the sales price from an executed purchase and sale agreement with a third-party buyer, which were considered Level 2 measurements within the fair value hierarchy. The fair value of the other SHOP was determined by a third-party appraiser based on the sales comparison approach with the most significant inputs based on a price per unit and price per square foot analysis within the area for similar types of assets. The ranges of these inputs were $ 190,000 to $ 200,000 per unit and $ 250 to $ 260 per square foot, which were considered Level 3 measurements within the fair value hierarchy. For the year ended December 31, 2022, we determined that 12 facilities within our SHOP segment were impaired and recognized an aggregate impairment charge of $ 54,579,000 , which reduced the total aggregate carrying value of such facilities to $ 81,149,000 . We disposed of three of such impaired facilities during the fourth quarter of 2022, and disposed of five of such impaired facilities during the year of 2023, as discussed in the “Dispositions of Real Estate Investments” section above. The fair value of one of our impaired facilities was determined by the sales price from an executed purchase and sale agreement with a third-party buyer, which was considered a Level 2 measurement within the fair value hierarchy. The fair values of our remaining 11 impaired facilities were based on their projected sales prices, which were considered Level 2 measurements within the fair value hierarchy. For the year ended December 31, 2021, we determined that one OM building was impaired and recognized an impairment charge of $ 3,335,000 , which reduced the carrying value of such asset to $ 2,880,000 . The fair value of such property was determined by the sales price from an executed purchase and sale agreement with a third-party buyer, and adjusted for anticipated selling costs, which was considered a Level 2 measurement within the fair value hierarchy. We disposed of such impaired OM building in July 2021 for a contract sales price of $ 3,000,000 and recognized a net gain on sale of $ 346,000 . 139 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 4. Business Combinations 2023 and 2022 Business Combinations On February 15, 2023, we, through a majority-owned subsidiary of Trilogy, acquired from an unaffiliated third party a 60.0 % controlling interest in a privately held company, Memory Care Partners, LLC, or MCP, that operated integrated senior health campuses located in Kentucky. The contract purchase price for the acquisition of MCP was $ 900,000 , which was acquired using cash on hand. Prior to such acquisition, we owned a 40.0 % interest in MCP, which was accounted for as an equity method investment and was included in investments in unconsolidated entities within other assets, net in our accompanying condensed consolidated balance sheet as of December 31, 2022. In connection with the acquisition of the remaining interest in MCP, we now own a 100 % controlling interest in MCP. As a result, we re-measured the fair value of our previously held equity interest in MCP and recognized a gain on re-measurement of $ 726,000 in our accompanying consolidated statements of operations and comprehensive loss. For the year ended December 31, 2022, we accounted for four acquisitions as business combinations, as discussed below, the first three of which are included within our integrated senior health campuses segment. Based on quantitative and qualitative considerations, such four business combinations were not material to us individually or in the aggregate, and, therefore, pro forma financial information is not provided. On January 3, 2022, we, through a majority-owned subsidiary of Trilogy, acquired an integrated senior health campus in Kentucky from an unaffiliated third party. The contract purchase price for such property acquisition was $ 27,790,000 plus immaterial transaction costs. We acquired such property using cash on hand and placed a mortgage loan payable of $ 20,800,000 on the property at the time of acquisition. On April 1, 2022, we, through a majority-owned subsidiary of Trilogy, acquired a 50.0 % interest in a pharmaceutical business in Florida from an unaffiliated third party and incurred transaction costs of $ 938,000 . Prior to such pharmaceutical business acquisition, we, through a majority-owned subsidiary of Trilogy, owned the other 50.0 % interest in such business, which was accounted for as an equity method investment. Therefore, through March 31, 2022, our 50.0 % interest in the net earnings or losses of such unconsolidated entity was included in income or loss from unconsolidated entities in our accompanying consolidated statements of operations and comprehensive loss. On August 1, 2022, we, through a majority-owned subsidiary of Trilogy, acquired a 50.0 % controlling interest in a privately held company, RHS Partners, LLC, or RHS, that owns and/or operates 16 integrated senior health campuses located in Indiana, from an unaffiliated third party. The contract purchase price for the acquisition of RHS was $ 36,661,000 plus immaterial closing costs, which was primarily acquired using cash on hand. Prior to such acquisition, we owned a 50.0 % interest in RHS, which was accounted for as an equity method investment and was included in investments in unconsolidated entities within other assets, net in our accompanying consolidated balance sheet as of December 31, 2021. Therefore, through July 31, 2022, our 50.0 % equity interest in the net earnings or losses of RHS was included in income or loss from unconsolidated entities in our accompanying consolidated statements of operations and comprehensive loss. In connection with the acquisition of the remaining interest in RHS, we now own a 100 % controlling interest in RHS. As a result, we re-measured the fair value of our previously held equity interest in RHS and recognized a gain on re-measurement of $ 19,567,000 in our accompanying consolidated statements of operations and comprehensive loss. On December 5, 2022, we acquired a portfolio of seven senior housing facilities in Texas from an unaffiliated third party, which facilities are included in our SHOP segment. These facilities are part of the underlying collateral pool of real estate assets securing our debt security investment, as defined and described at Note 5, Debt Security Investment, Net. We acquired the seven facilities by assuming the outstanding principal balance of each related mortgage loan payable from one of the borrowers as such borrower was in default on the required debt payments. The aggregated principal balance of such assumed mortgage loans payable was $ 110,627,000 at the time of acquisition. No cash consideration was exchanged as part of the transactions; however, we incurred transaction costs of $ 1,895,000 related to the acquisition of such facilities. See Note 5, Debt Security Investment, Net, for a further discussion. 140 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Based on quantitative and qualitative considerations, such business combinations in 2022 and 2023 were not material to us individually or in the aggregate, and, therefore, pro forma financial information is not provided. The fair values of the assets acquired and liabilities assumed were preliminary estimates at acquisition. Any necessary adjustments are finalized within one year from the date of acquisition. The table below summarizes the acquisition date fair values of the assets acquired and liabilities assumed of our business combinations during the years ended December 31, 2023 and 2022 (in thousands): 2023 Acquisition 2022 Acquisitions Operating lease right-of-use assets $ — $ 153,777 Building and improvements — 163,166 Goodwill 3,331 44,990 Land — 20,514 Accounts receivable, net — 19,472 In-place leases — 18,834 Cash and restricted cash 565 12,331 Certificates of need — 3,567 Furniture, fixtures and equipment 39 1,936 Other assets 66 1,798 Total assets acquired 4,001 440,385 Operating lease liabilities — ( 161,121 ) Mortgage loans payable (including debt discount of $ 6,066 ) — ( 149,861 ) Security deposits and other liabilities ( 812 ) ( 15,994 ) Accounts payable and accrued liabilities ( 1,676 ) ( 16,012 ) Financing obligations ( 12 ) ( 65 ) Total liabilities assumed ( 2,500 ) ( 343,053 ) Net assets acquired $ 1,501 $ 97,332 2021 Business Combinations — Merger and the AHI Acquisition As discussed in Note 1, Organization and Description of Business, on October 1, 2021, pursuant to an Agreement and Plan of Merger dated June 23, 2021, we completed the REIT Merger and Partnership Merger. At the effective time of the REIT Merger and prior to the reverse stock split, each issued and outstanding share of GAHR III’s common stock, $ 0.01 par value per share, converted into the right to receive 0.9266 shares of GAHR IV’s Class I common stock, $ 0.01 par value per share. At the effective time of the Partnership Merger and prior to the reverse stock split, (i) each unit of limited partnership interest in our operating partnership outstanding as of immediately prior to the effective time of the Partnership Merger was converted automatically into the right to receive 0.9266 of a Partnership Class I Unit, as defined in the agreement of limited partnership, as amended, of the Surviving Partnership and (ii) each unit of limited partnership interest in GAHR IV Operating Partnership outstanding as of immediately prior to the effective time of the Partnership Merger was converted automatically into the right to receive one unit of limited partnership interest of the Surviving Partnership of like class. Additionally, on October 1, 2021, the AHI Acquisition closed immediately prior to the consummation of the Merger, and pursuant to the Contribution Agreement, AHI contributed substantially all of its business and operations to the Surviving Partnership, including its interest in GAHR III Advisor and GAHR IV Advisor, and Griffin Capital contributed its ownership interest in GAHR III Advisor and GAHR IV Advisor to the Surviving Partnership. In exchange for their contributions, the Surviving Partnership issued limited OP units. The total approximate value of these OP units at the time of consummation of the transactions contemplated by the Contribution Agreement, and prior to the reverse stock split, was approximately $ 131,674,000 , with a reference value for purposes thereof of $ 8.71 per OP unit, such that the Surviving Partnership issued 15,117,529 OP units as consideration for the transaction. Such OP units were owned by AHI Group Holdings, LLC, or AHI Group Holdings, which is owned and controlled by the AHI Principals, Platform Healthcare Investor T-II, LLC, Flaherty Trust and a wholly-owned subsidiary of Griffin Capital, or collectively, the NewCo Sellers. 141 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Further, upon consummation of the AHI Acquisition, we redeemed all 51 limited partnership units that our former advisor held in our operating partnership, as well as all 52 limited partnership units held by GAHR IV Advisor in GAHR IV Operating Partnership. Also, on October 1, 2021 and in connection with the AHI Acquisition, our operating partnership redeemed all 5,148 shares of our common stock owned by our former advisor and all 5,208 shares of our Class T common stock owned by GAHR IV Advisor in GAHR IV. The AHI Acquisition was treated as a business combination for accounting purposes, with GAHR III as both the legal and accounting acquiror of NewCo. While GAHR IV was the legal acquiror of GAHR III in the REIT Merger, GAHR III was determined to be the accounting acquiror in the REIT Merger in accordance with FASB ASC Topic 805, Business Combinations , or ASC Topic 805, after considering the relative share ownership and the composition of the governing body of the Combined Company. Thus, the financial information set forth herein subsequent to the consummation of the Merger and the AHI Acquisition reflects results of the Combined Company, and the financial information set forth herein prior to the Merger and the AHI Acquisition reflects GAHR III’s results. For this reason, period-to-period comparisons may not be meaningful. Purchase Consideration REIT Merger The fair value of the purchase consideration transferred was calculated as follows (in thousands): Deemed equity consideration (1) $ 768,075 Consideration for acquisition of noncontrolling interest (2) ( 53,300 ) Repurchase of GAHR IV Class T common stock 192 Total purchase consideration $ 714,967 ________________ (1) Represents the fair value of GAHR III common stock that is deemed to be issued for accounting purposes only. Taking into consideration the impact of the reverse stock split, the fair value of the purchase consideration is calculated based on 22,045,766 shares of common stock deemed to be issued by GAHR III at the fair value per share of $ 34.84 . (2) Represents the fair value of additional interest acquired in GAHR III’s subsidiary, Trilogy REIT Holdings, LLC, or Trilogy REIT Holdings. The acquisition of additional interest in Trilogy is accounted for separately from the REIT Merger in accordance with ASC Topic 810, Consolidation , or ASC Topic 810. See Note 13, Equity — Noncontrolling Interests in Total Equity, for a discussion of the Trilogy transaction. AHI Acquisition The fair value of the purchase consideration transferred was calculated as follows (in thousands): Equity consideration (1) $ 131,674 Post-closing cash payment to NewCo Sellers related to net working capital adjustments 73 Contingent consideration (2) — Total purchase consideration $ 131,747 ________________ (1) Taking into consideration the impact of the reverse stock split, the amount represents the estimated fair value of the 3,779,382 Surviving Partnership OP units issued as consideration, with a reference value for purposes thereof of $ 34.84 per unit. The issuance of Surviving Partnership OP units was accounted for separately from the AHI Acquisition. (2) Represents the estimated fair value of contingent consideration based on the performance of a possible private investment fund under consideration by AHI. We have no definitive plans to establish the investment fund, and, therefore, the fair value of contingent consideration was estimated to be $ 0 . 142 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Purchase Price Allocation REIT Merger The following table sets forth the allocation of the purchase consideration to the fair values of identifiable tangible and intangible assets acquired and liabilities assumed recognized at the acquisition date of GAHR IV, as well as the fair value at the acquisition date of the noncontrolling interests in GAHR IV (in thousands): Real estate investments $ 1,126,641 Cash and cash equivalents 16,163 Accounts and other receivables, net 2,086 Restricted cash 986 Identified intangible assets 115,824 Operating lease right-of-use assets 11,939 Other assets 3,938 Total assets 1,277,577 Mortgage loans payable (including debt premium of $ 311 ) ( 18,602 ) Lines of credit and term loans ( 488,900 ) Accounts payable and accrued liabilities ( 21,882 ) Accounts payable due to affiliates ( 324 ) Identified intangible liabilities ( 12,927 ) Operating lease liabilities ( 7,568 ) Security deposits, prepaid rent and other liabilities ( 8,354 ) Total liabilities ( 558,557 ) Net identifiable assets acquired 719,020 Redeemable noncontrolling interests ( 2,525 ) Noncontrolling interest in total equity ( 1,528 ) Total purchase consideration $ 714,967 143 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AHI Acquisition The following table sets forth the allocation of the purchase consideration to the fair values of identifiable tangible and intangible assets acquired and liabilities assumed recognized at the acquisition date (in thousands): Cash and cash equivalents $ 706 Operating lease right-of-use assets 3,526 Other assets 362 Total assets 4,594 Accounts payable and accrued liabilities ( 3,910 ) Operating lease liabilities ( 3,526 ) Total liabilities ( 7,436 ) Net identifiable liabilities assumed ( 2,842 ) Goodwill 134,589 Total purchase consideration $ 131,747 Acquisition-related Costs The Merger and the AHI Acquisition were accounted for as business combinations, and as a result, acquisition-related costs incurred in connection with these transactions of $ 14,060,000 were expensed and included in business acquisition expenses in our accompanying consolidated statement of operations and comprehensive loss. Acquisition-related costs of $ 6,753,000 were incurred by GAHR IV in the period before the consummation of the Merger and are therefore not reflected in our accompanying consolidated statements of operations and comprehensive loss for the year ended December 31, 2021 as GAHR III was the accounting acquiror in the Merger under ASC Topic 805, as further explained above. Fair Value of Noncontrolling Interests The fair value of the redeemable and nonredeemable noncontrolling interest in GAHR IV was estimated by applying the income approach based on a discounted cash flow analysis. This fair value measurement is based on significant inputs not observable in the market. The key assumptions applied in the income approach include the estimates of stabilized occupancy, market rents, capitalization rates and discount rates. AHI Acquisition — Goodwill In connection with the AHI Acquisition, we recorded goodwill of $ 134,589,000 as a result of the consideration exceeding the fair value of the net assets acquired and liabilities assumed. Goodwill represents the estimated future benefits arising from other assets acquired that could not be individually identified and separately recognized. Goodwill recognized in this transaction is not deductible for tax purposes. See Note 18, Segment Reporting, for a further discussion. The table below represents the allocation of goodwill on the acquisition date in connection with the AHI Acquisition to our reporting segments (in thousands): OM $ 47,812 Integrated senior health campuses 44,547 SHOP 23,277 Triple-net leased properties: Senior housing 8,640 Hospitals 5,924 SNFs 4,389 Total $ 134,589 144 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) REIT Merger — Real Estate Investments, Intangible Assets and Intangible Liabilities Real estate investments consist of land, building improvements, site improvements, unamortized tenant improvement allowances and unamortized capital improvements. Intangibles assets consist of in-place leases, above-market leases and certificates of need. We amortize purchased real estate investments and intangible assets on a straight-line basis over their respective useful lives. The following tables present the approximate fair value and the weighted-average depreciation and amortization periods of each major type of asset and liability (dollars in thousands): Real Estate Investments Approximate Fair Value Estimated Useful Lives (in years) Land $ 114,525 N/A Building improvements 930,700 39 Site improvements 33,644 7 Unamortized tenant improvement allowances 42,407 6 Unamortized capital improvements 5,365 11 Total real estate investments $ 1,126,641 Intangible Assets Approximate Fair Value Estimated Useful Lives (in years) In-place leases $ 79,887 6 Above-market leases 35,606 10 Certificates of need 331 N/A Total identified intangible assets $ 115,824 Intangible Liabilities Approximate Fair Value Estimated Useful Life (in years) Below-market leases $ 12,927 10 The fair values of the assets acquired and liabilities assumed, as well as the fair value of the noncontrolling interests, on October 1, 2021 were estimates determined using the cost approach and direct capitalization method under the income approach and in limited circumstances, the market approach. Any necessary adjustments were finalized within one year from the date of acquisition. Pro Forma Financial Information (Unaudited) The following unaudited pro forma operating information is presented as if the Merger and the AHI Acquisition occurred on January 1, 2020. Such unaudited pro forma information includes a nonrecurring adjustment to present acquisition-related expenses incurred in the year ended December 31, 2021 in the 2020 pro forma results. The pro forma results are not necessarily indicative of the operating results that would have been obtained had the Merger and the AHI Acquisition occurred at the beginning of the periods presented, nor are they necessarily indicative of future operating results. Unaudited pro forma revenue, net loss and net loss attributable to controlling interest would have been as follows (in thousands): Years Ended December 31, 2021 2020 Revenue $ 1,392,884 $ 1,397,261 Net loss $ ( 45,253 ) $ ( 17,116 ) Net loss attributable to controlling interest $ ( 35,140 ) $ ( 20,642 ) 5. Debt Security Investment, Net Our investment in a commercial mortgage-backed debt security, or debt security, bears an interest rate on the stated principal amount thereof equal to 4.24 % per annum, the terms of which security provide for monthly interest-only payments. The debt security has underlying tranches that mature between August 25, 2025 and January 1, 2028 at an aggregate stated 145 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) amount of $ 93,433,000 , resulting in an anticipated yield-to-maturity of 10.0 % per annum. The debt security was issued by an unaffiliated mortgage trust and represents a 10.0 % beneficial ownership interest in such mortgage trust. The debt security is subordinate to all other interests in the mortgage trust and is not guaranteed by a government-sponsored entity. On December 5, 2022, we acquired a portfolio of seven senior housing facilities in Texas from an unaffiliated third party, which facilities are included in the underlying collateral pool securing our debt security investment. We acquired the seven facilities by assuming the outstanding principal balance of each related mortgage loan payable from one of the borrowers as such borrower was in default on the required debt payments. We did not grant any concessions to such borrowers, and the carrying value of our debt security investment at the time of acquisition did not exceed the fair value of such facilities. See Note 4, Business Combinations — 2022 and 2023 Business Combinations, for a further discussion of such acquisitions. As of December 31, 2023 and 2022, the carrying amount of the debt security investment was $ 86,935,000 and $ 83,000,000 , respectively, net of unamortized closing costs of $ 489,000 and $ 767,000 , respectively. Accretion on the debt security for the years ended December 31, 2023, 2022 and 2021 was $ 4,213,000 , $ 3,922,000 and $ 3,665,000 , respectively, which is recorded as an increase to real estate revenue in our accompanying consolidated statements of operations and comprehensive loss. Amortization expense of closing costs for the years ended December 31, 2023, 2022 and 2021 was $ 278,000 , $ 237,000 and $ 201,000 , respectively, which is recorded as a decrease to real estate revenue in our accompanying consolidated statements of operations and comprehensive loss. We evaluated credit quality indicators such as the agency ratings and the underlying collateral of such investment in order to determine expected future credit loss. No credit loss was recorded for the years ended December 31, 2023, 2022 and 2021. 6. Identified Intangible Assets and Liabilities Identified intangible assets, net and identified intangible liabilities, net consisted of the following as of December 31, 2023 and 2022 (dollars in thousands): December 31, 2023 2022 Amortized intangible assets: In-place leases, net of accumulated amortization of $ 35,437 and $ 38,930 as of December 31, 2023 and 2022, respectively (with a weighted average remaining life of 7.7 years and 7.0 years as of December 31, 2023 and 2022, respectively) $ 42,615 $ 75,580 Above-market leases, net of accumulated amortization of $ 7,079 and $ 6,360 as of December 31, 2023 and 2022, respectively (with a weighted average remaining life of 7.5 years and 9.0 years as of December 31, 2023 and 2022, respectively) 15,905 30,194 Customer relationships, net of accumulated amortization of $ 934 and $ 785 as of December 31, 2023 and 2022, respectively (with a weighted average remaining life of 12.7 years and 13.7 years as of December 31, 2023 and 2022, respectively) 1,906 2,055 Unamortized intangible assets: Certificates of need 99,777 97,667 Trade names 20,267 30,787 Total identified intangible assets, net $ 180,470 $ 236,283 Amortized intangible liabilities: Below-market leases, net of accumulated amortization of $ 2,831 and $ 2,508 as of December 31, 2023 and 2022, respectively (with a weighted average remaining life of 7.2 years and 8.4 years as of December 31, 2023 and 2022, respectively) $ 6,095 $ 10,837 Total identified intangible liabilities, net $ 6,095 $ 10,837 Amortization expense on identified intangible assets for the years ended December 31, 2023, 2022 and 2021 was $ 46,601,000 , $ 28,378,000 and $ 22,460,000 , respectively, which included $ 14,278,000 , $ 4,444,000 and $ 1,349,000 , respectively, of amortization recorded as a decrease to real estate revenue for above-market leases in our accompanying consolidated statements of operations and comprehensive loss. In March 2023, we transitioned our SNFs within Central Wisconsin Senior Care Portfolio from triple-net leased properties to a RIDEA structure, which resulted in a full amortization of $ 8,073,000 of above-market leases and $ 885,000 of in-place leases. In addition, we fully amortized $ 2,756,000 of above-market leases and $ 5,750,000 of in-place leases in connection with the transition of our senior housing facilities within Michigan ALF Portfolio from triple-net leased properties to a RIDEA structure in November 2023. 146 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) For the year ended December 31, 2023, we recognized an impairment loss of approximately $ 10,520,000 related to the write-off of trade name intangible assets at ancillary business units within Trilogy. For the years ended December 31, 2022 and 2021, we did not recognize any impairment losses with respect to trade name intangible assets. Amortization expense on below-market leases for the years ended December 31, 2023, 2022 and 2021 was $ 4,534,000 , $ 1,848,000 and $ 396,000 , respectively, which is recorded as an increase to real estate revenue in our accompanying consolidated statements of operations and comprehensive loss. In connection with the transition of our senior housing facilities within Michigan ALF Portfolio to a RIDEA structure in November 2023, we fully amortized $ 112,000 of below-market leases. The aggregate weighted average remaining life of the identified intangible assets was 7.8 years and 7.7 years as of December 31, 2023 and 2022, respectively. The aggregate weighted average remaining life of the identified intangible liabilities was 7.2 years and 8.4 years as of December 31, 2023 and 2022, respectively. As of December 31, 2023, estimated amortization expense on the identified intangible assets and liabilities for each of the next five years ending December 31 and thereafter was as follows (in thousands): Amortization Expense Year Intangible Assets Intangible Liabilities 2024 $ 11,618 $ ( 1,073 ) 2025 8,797 ( 956 ) 2026 7,729 ( 840 ) 2027 7,205 ( 825 ) 2028 6,152 ( 709 ) Thereafter 18,925 ( 1,692 ) Total $ 60,426 $ ( 6,095 ) 7. Other Assets, Net Other assets, net consisted of the following as of December 31, 2023 and 2022 (dollars in thousands): December 31, 2023 2022 Deferred rent receivables $ 47,540 $ 46,867 Prepaid expenses, deposits, other assets and deferred tax assets, net 33,204 25,866 Investments in unconsolidated entities 20,611 9,580 Inventory — finished goods 19,472 19,775 Lease commissions, net of accumulated amortization of $ 7,231 and $ 6,260 as of December 31, 2023 and 2022, respectively 17,565 19,217 Deferred financing costs, net of accumulated amortization of $ 8,494 and $ 5,704 as of December 31, 2023 and 2022, respectively 3,830 4,334 Lease inducement, net of accumulated amortization of $ 2,544 and $ 2,193 as of December 31, 2023 and 2022, respectively (with a weighted average remaining life of 6.9 years and 7.9 years as of December 31, 2023 and 2022, respectively) 2,456 2,807 Derivative financial instrument 1,463 — Total $ 146,141 $ 128,446 Deferred financing costs included in other assets, net were related to the 2019 Trilogy Credit Facility, as defined in Note 9, and the senior unsecured revolving credit facility portion of the 2022 Credit Facility. See Note 9, Lines of Credit and Term Loan, for a further discussion. Amortization expense on lease inducement for each of the years ended December 31, 2023, 2022 and 2021 was $ 351,000 and is recorded as a decrease to real estate revenue in our accompanying consolidated statements of operations and comprehensive loss. For the years ended December 31, 2023, 2022 and 2021, we did no t incur any impairment losses with respect to our investments in unconsolidated entities. 147 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 8. Mortgage Loans Payable, Net Mortgage loans payable, net consisted of the following as of December 31, 2023 and 2022 (dollars in thousands): December 31, 2023 2022 Total fixed-rate debt ( 76 loans and 68 loans as of December 31, 2023 and 2022, respectively) $ 990,325 $ 885,892 Total variable-rate debt ( 13 loans and 11 loans as of December 31, 2023 and 2022, respectively) 335,988 368,587 Total fixed- and variable-rate debt 1,326,313 1,254,479 Less: deferred financing costs, net ( 9,713 ) ( 8,845 ) Add: premium 167 237 Less: discount ( 14,371 ) ( 16,024 ) Mortgage loans payable, net $ 1,302,396 $ 1,229,847 Based on interest rates in effect as of December 31, 2023 and 2022, effective interest rates on mortgage loans payable ranged from 2.21 % to 8.46 % per annum and 2.21 % to 7.26 % per annum, respectively, with a weighted average effective interest rate of 4.72 % and 5.29 %, respectively. We are required by the terms of certain loan documents to meet certain reporting requirements and covenants, such as net worth ratios, fixed charge coverage ratios and leverage ratios. The following table reflects the changes in the carrying amount of mortgage loans payable, net for the years ended December 31, 2023 and 2022 (in thousands): Years Ended December 31, 2023 2022 Beginning balance $ 1,229,847 $ 1,095,594 Additions: Borrowings under mortgage loans payable 160,442 186,227 Assumption of mortgage loans payable, net 10,884 149,861 Amortization of deferred financing costs 2,284 2,332 Amortization of discount/premium on mortgage loans payable, net 3,549 2,242 Deductions: Scheduled principal payments on mortgage loans payable ( 64,792 ) ( 104,384 ) Early payoff of mortgage loans payable ( 9,809 ) ( 90,871 ) Payoff of a mortgage loans payable due to disposition of real estate investments ( 26,856 ) ( 8,637 ) Deferred financing costs ( 3,153 ) ( 2,517 ) Ending balance $ 1,302,396 $ 1,229,847 For the year ended December 31, 2023, we incurred a loss on the early extinguishment of a mortgage loan payable of $ 345,000 , which is recorded as an increase to interest expense in our accompanying consolidated statements of operations and comprehensive loss. Such loss was related to the payoff of a mortgage loan payable due to the disposition of the underlying real estate investment in August 2023. For the year ended December 31, 2022, we incurred an aggregate loss on the early extinguishment of mortgage loans payable of $ 2,005,000 . Such aggregate loss was primarily related to the payoff of a mortgage loan payable due to the disposition of a real estate investment in September 2022, the payoff of a construction loan in December 2022 and the write-off of unamortized loan discount related to eight mortgage loans payable that we refinanced on January 1, 2022 that were due to mature in 2044 through 2052. For the year ended December 31, 2021, we incurred an aggregate loss on the extinguishment of mortgage loans payable of $ 2,425,000 . Such loss was primarily related to the write-off of unamortized deferred financing costs of 10 mortgage loans payable that we refinanced on January 29, 2021 and one mortgage loan payable that we refinanced on December 1, 2021 that were due to mature in 2053 and 2049, respectively. 148 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) As of December 31, 2023, the principal payments due on our mortgage loans payable for each of the next five years ending December 31 and thereafter were as follows (in thousands): Year Amount 2024 $ 311,445 2025 166,853 2026 171,432 2027 50,175 2028 16,421 Thereafter 609,987 Total $ 1,326,313 9. Lines of Credit and Term Loan 2022 Credit Facility On January 19, 2022 , we, through our operating partnership, as borrower, and certain of our subsidiaries, or the subsidiary guarantors, collectively as guarantors, entered into an agreement, or the 2022 Credit Agreement, to amend and restate the credit agreement for our existing credit facility with Bank of America, N.A., or Bank of America, KeyBank National Association, Citizens Bank, National Association, and the lenders named therein. The 2022 Credit Agreement provided for a credit facility with an aggregate maximum principal amount up to $ 1,050,000,000 , or the 2022 Credit Facility, which consisted of a senior unsecured revolving credit facility in the initial aggregate amount of $ 500,000,000 and a senior unsecured term loan facility in the initial aggregate amount of $ 550,000,000 . The proceeds of loans made under the 2022 Credit Facility could have been used for refinancing existing indebtedness and for general corporate purposes including for working capital, capital expenditures and other corporate purposes not inconsistent with obligations under the 2022 Credit Agreement. We could have also obtained up to $ 25,000,000 in the form of standby letters of credit pursuant to the 2022 Credit Facility. Unless defined herein, all capitalized terms under this “2022 Credit Facility” subsection are defined in the 2022 Credit Agreement. Under the terms of the 2022 Credit Agreement, the revolving loans matured on January 19, 2026, and could have been extended for one 12 -month period, subject to the satisfaction of certain conditions, including payment of an extension fee. The term loan would have matured on January 19, 2027, and could not be extended. The maximum principal amount of the 2022 Credit Facility could have been increased by an aggregate incremental amount of $ 700,000,000 , subject to: (i) the terms of the 2022 Credit Agreement; and (ii) at least five business days’ prior written notice to Bank of America. The 2022 Credit Facility bore interest at varying rates based upon, at our option, (i) Daily SOFR, plus the Applicable Rate for Daily SOFR Rate Loans or (ii) the Term SOFR, plus the Applicable Rate for Term SOFR Rate Loans. If, under the terms of the 2022 Credit Agreement, there was an inability to determine the Daily SOFR or the Term SOFR then the 2022 Credit Facility bore interest at a rate per annum equal to the Base Rate plus the Applicable Rate for Base Rate Loans. The loans could have been repaid in whole or in part without prepayment premium or penalty, subject to certain conditions. The 2022 Credit Agreement required us to add additional subsidiaries as guarantors in the event the value of the assets owned by the subsidiary guarantors fell below a certain threshold as set forth in the 2022 Credit Agreement. In the event of default, Bank of America had the right to terminate the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions under the 2022 Credit Agreement, and to accelerate the payment on any unpaid principal amount of all outstanding loans and interest thereon. On March 1, 2023, we entered into an amendment to the 2022 Credit Agreement, or the First Amendment. The material terms of the First Amendment provided for revisions to certain financial covenants for a limited period of time. Except as modified by the terms of the First Amendment, the material terms of the 2022 Credit Agreement remained in full force and effect. As of both December 31, 2023 and 2022, our aggregate borrowing capacity under the 2022 Credit Facility was $ 1,050,000,000 , excluding the $ 25,000,000 in standby letters of credit described above. As of December 31, 2023 and 2022, borrowings outstanding under the 2022 Credit Facility totaled $ 914,900,000 ($ 914,144,000 , net of deferred financing costs related to the senior unsecured term loan facility portion of the 2022 Credit Facility) and $ 965,900,000 ($ 965,060,000 , net of deferred financing costs related to the senior unsecured term loan facility portion of the 2022 Credit Facility), respectively, and the weighted average interest rate on such borrowings outstanding was 7.08 % and 6.07 % per annum, respectively. As of December 31, 2023, we entered into interest rate swaps to mitigate the risk associated with the entire $ 550,000,000 outstanding borrowing amount of our term loan. See Note 10, Derivative Financial Instruments, for a further discussion. 149 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) In January 2022, in connection with the 2022 Credit Agreement, we incurred an aggregate $ 3,161,000 loss on the extinguishment of a portion of senior unsecured term loan related to former credit facilities. Such loss on extinguishment of debt is recorded as an increase to interest expense in our accompanying condensed consolidated statements of operations and comprehensive loss, and primarily consisted of lender fees we paid to obtain the 2022 Credit Facility. On February 14, 2024, we, through our operating partnership, entered into an agreement, or the 2024 Credit Agreement, that amends, restates, supersedes and replaces the 2022 Credit Agreement. See Note 21, Subsequent Events — 2024 Credit Facility, for a further discussion. 2019 Trilogy Credit Facility We, through Trilogy RER, LLC, are party to an amended and restated loan agreement, or the 2019 Trilogy Credit Agreement, among certain subsidiaries of Trilogy OpCo, LLC, Trilogy RER, LLC, and Trilogy Pro Services, LLC; KeyBank; CIT Bank, N.A.; Regions Bank; KeyBanc Capital Markets, Inc.; Regions Capital Markets; Bank of America; The Huntington National Bank; and a syndicate of other banks, as lenders named therein, with respect to a senior secured revolving credit facility that had an aggregate maximum principal amount of $ 360,000,000 , consisting of: (i) a $ 325,000,000 secured revolver supported by real estate assets and ancillary business cash flow and (ii) a $ 35,000,000 accounts receivable revolving credit facility supported by eligible accounts receivable, or the 2019 Trilogy Credit Facility. The proceeds of the 2019 Trilogy Credit Facility may be used for acquisitions, debt repayment and general corporate purposes. The maximum principal amount of the 2019 Trilogy Credit Facility could be increased by up to $ 140,000,000 , for a total principal amount of $ 500,000,000 , subject to certain conditions. Unless defined herein, all capitalized terms under this “2019 Trilogy Credit Facility” subsection are defined in the 2019 Trilogy Credit Agreement, as amended. On December 20, 2022, we entered into an amendment to the 2019 Trilogy Credit Agreement, or the 2019 Trilogy Credit Amendment. The material terms of the 2019 Trilogy Credit Amendment provided for an increase to the secured revolver amount from $ 325,000,000 to $ 365,000,000 , thereby increasing our aggregate maximum principal amount under the credit facility from $ 360,000,000 to $ 400,000,000 . In addition, all references to LIBOR were replaced with the Secured Overnight Financing Rate, or SOFR. On March 30, 2023, we further amended the 2019 Trilogy Credit Agreement to update the definition of Implied Debt Service, which is used to calculate the Real Estate Borrowing Base Availability, for interest rate changes and to add an annual interest-only payment calculation option. Except as modified by the terms of the amendments, the material terms of the 2019 Trilogy Credit Agreement remain in full force and effect. The 2019 Trilogy Credit Facility was due to mature on September 5, 2023; however, pursuant to the terms of the 2019 Trilogy Credit Agreement, at such time we extended the maturity date for one 12-month period to mature on September 5, 2024, and paid an extension fee of $ 600,000 . On December 21, 2023, we further amended such agreement to extend the maturity date to June 5, 2025 and paid an extension fee of $ 745,000 . At our option, the 2019 Trilogy Credit Facility bears interest at per annum rates equal to (a) SOFR, plus 2.75 % for SOFR Rate Loans and (b) for Base Rate Loans, 1.75 % plus the highest of: (i) the fluctuating rate per annum of interest in effect for such day as established from time to time by KeyBank as its prime rate, (ii) 0.50 % above the Federal Funds Effective Rate, and (iii) 1.00 % above one-month Adjusted Term SOFR. As of both December 31, 2023 and 2022, our aggregate borrowing capacity under the 2019 Trilogy Credit Facility was $ 400,000,000 . As of December 31, 2023 and 2022, borrowings outstanding under the 2019 Trilogy Credit Facility totaled $ 309,823,000 and $ 316,734,000 , respectively, and the weighted average interest rate on such borrowings outstanding was 8.20 % and 7.17 % per annum, respectively. On December 21, 2023, we, through Trilogy RER, LLC, entered into an interest rate swap transaction to mitigate the risk with respect to $ 200,000,000 of our borrowings under the 2019 Trilogy Credit Facility. See Note 10, Derivative Financial Instruments, for a further discussion. 150 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 10. Derivative Financial Instruments We use derivative financial instruments to manage interest rate risk associated with variable-rate debt. We recorded such derivative financial instruments in our accompanying consolidated balance sheets as either an asset or a liability, as applicable, measured at fair value. We did not have any derivative financial instruments as of December 31, 2022. The following table lists the derivative financial instruments held by us as of December 31, 2023, which were included in other assets and other liabilities in our accompanying consolidated balance sheets (dollars in thousands): Instrument Notional Amount Index Interest Rate Effective Date Maturity Date Fair Value December 31, 2023 Swap $ 275,000 one month Term SOFR 3.74 % 02/01/23 01/19/26 $ 1,463 Swap 275,000 one month Term SOFR 4.41 % 08/08/23 01/19/26 ( 2,178 ) Swap 200,000 one month Term SOFR 4.40 % 01/05/24 06/05/25 ( 211 ) $ 750,000 $ ( 926 ) As of December 31, 2023, no ne of our derivative financial instruments were designated as hedges. Derivative financial instruments not designated as hedges are not speculative and are used to manage our exposure to interest rate movements, but do not meet the strict hedge accounting requirements. For the years ended December 31, 2023, 2022 and 2021, we recorded a net (loss) gain in the fair value of derivative financial instruments of $( 926,000 ), $ 500,000 and $ 8,200,000 , respectively, as a (increase)/decrease to total interest expense in our accompanying consolidated statements of operations and comprehensive loss. Included in the gain in the fair value of derivative instruments recognized for the year ended December 31, 2021 is $ 823,000 related to the fair value of an interest rate swap entered into by GAHR IV, which matured on November 19, 2021. See Note 15, Fair Value Measurements, for a further discussion of the fair value of our derivative financial instruments. 11. Commitments and Contingencies Litigation We are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us, which, if determined unfavorably to us, would have a material adverse effect on our consolidated financial position, results of operations or cash flows. Environmental Matters We follow a policy of monitoring our properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at our properties, we are not currently aware of any environmental liability with respect to our properties that would have a material adverse effect on our consolidated financial position, results of operations or cash flows. Further, we are not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability that we believe would require additional disclosure or the recording of a loss contingency. Other Our other commitments and contingencies include the usual obligations of real estate owners and operators in the normal course of business, which include calls/puts to sell/acquire properties. In our view, these matters are not expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows. 12. Redeemable Noncontrolling Interests As of both December 31, 2023 and 2022, we, through our direct and indirect subsidiaries, owned a 95.0 % general partnership interest in our operating partnership, and the remaining 5.0 % limited partnership interest in our operating partnership was owned by the NewCo Sellers. Some of the limited partnership units outstanding, which account for approximately 1.0 % of our total operating partnership units outstanding, have redemption features outside of our control and are accounted for as redeemable noncontrolling interests presented outside of permanent equity in our accompanying consolidated balance sheets. 151 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) As of December 31, 2023 and 2022, we, through Trilogy REIT Holdings, in which we indirectly hold a 76.0 % ownership interest, owned approximately 97.5 % and 96.2 %, respectively, of the outstanding equity interests of Trilogy. As of December 31, 2023 and 2022, certain members of Trilogy’s management and certain members of an advisory committee to Trilogy’s board of directors owned approximately 2.5 % and 3.8 %, respectively, of the outstanding equity interests of Trilogy. We account for such equity interests as redeemable noncontrolling interests in our accompanying consolidated balance sheets in accordance with FASB ASC Topic 480-10-S99-3A given certain features associated with such equity interests. For the year ended December 31, 2023, we redeemed a portion of the equity interests owned by a member of Trilogy’s management and a member of Trilogy’s advisory committee for an aggregate of $ 17,150,000 . As of December 31, 2023, we reclassified the balance of the remaining equity interest owned by such member of Trilogy’s advisory committee from redeemable noncontrolling interest to other liabilities in our accompanying consolidated balance sheet, and subsequently redeemed such interest in January 2024 for cash of approximately $ 25,312,000 . In October 2022, we redeemed a portion of the equity interests owned by certain previous or current members of Trilogy’s management and advisory committee for cash of $ 3,707,000 . As of December 31, 2023 and 2022, we own, through our operating partnership, approximately 98.0 % of the joint ventures with an affiliate of Meridian Senior Living, LLC, or Meridian, that owned Central Florida Senior Housing Portfolio, Pinnacle Beaumont ALF and Pinnacle Warrenton ALF. The noncontrolling interests held by Meridian have redemption features outside of our control and are accounted for as redeemable noncontrolling interests in our accompanying consolidated balance sheets. See Note 3, Real Estate Investments, Net — Dispositions of Real Estate Investments, for dispositions within our Central Florida Senior Housing Portfolio in 2023 and 2022. We previously owned 90.0 % of the joint venture with Avalon Health Care, Inc., or Avalon, that owned Catalina West Haven ALF and Catalina Madera ALF. The noncontrolling interests held by Avalon had redemption features outside of our control and were accounted for as redeemable noncontrolling interests until December 1, 2022, when we exercised our right to purchase the remaining 10.0 % of the joint venture with Avalon for a contract purchase price of $ 295,000 . As such, 10.0 % of the net earnings of such joint venture were allocated to redeemable noncontrolling interests in our accompanying consolidated statements of operations and comprehensive loss following the Merger and through November 30, 2022. We record the carrying amount of redeemable noncontrolling interests at the greater of: (i) the initial carrying amount, increased or decreased for the noncontrolling interests’ share of net income or loss and distributions or (ii) the redemption value. The changes in the carrying amount of redeemable noncontrolling interests consisted of the following for the years ended December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Beginning balance $ 81,598 $ 72,725 Additional redeemable noncontrolling interest — 273 Reclassification from equity 83 83 Reclassification to other liabilities ( 25,312 ) — Distributions ( 1,369 ) ( 2,817 ) Repurchase of redeemable noncontrolling interests ( 17,150 ) ( 4,034 ) Adjustment to redemption value ( 2,944 ) 15,773 Net loss attributable to redeemable noncontrolling interests ( 1,063 ) ( 405 ) Ending balance $ 33,843 $ 81,598 13. Equity Preferred Stock Pursuant to our charter, we are authorized to issue 200,000,000 shares of our preferred stock, $ 0.01 par value per share. As of both December 31, 2023 and 2022, no shares of preferred stock were issued and outstanding. 152 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Common Stock Pursuant to our charter, as amended, we are authorized to issue 1,000,000,000 shares of our common stock, $ 0.01 par value per share, whereby 200,000,000 shares are classified as Class T common stock and 800,000,000 shares were classified as Class I common stock. On January 26, 2024, we further amended our charter to reclassify shares of our Class I common stock such that 200,000,000 shares are classified as Class T common stock, 100,000,000 shares are classified as Class I common stock and 700,000,000 shares are classified as common stock without any designation as to class or series. On October 4, 2021, our board authorized the reinstatement of our distribution reinvestment plan, as amended, or the AHR DRIP, to offer up to $ 100,000,000 of shares of our common stock pursuant to a Registration Statement on Form S-3 under the Securities Act filed by GAHR IV, or the AHR DRIP Offering. On November 14, 2022, our board suspended the AHR DRIP Offering beginning with the distributions declared, if any, for the quarter ending December 31, 2022. As a result of the suspension of the AHR DRIP, unless and until our board reinstates the AHR DRIP Offering, stockholders who are current participants in the AHR DRIP will be paid future distributions in cash. See Note 1, Organization and Description of Business — Public Offerings, and the “Distribution Reinvestment Plan” section below for a further discussion. We effected a one-for-four reverse split of our common stock on November 15, 2022 and a corresponding reverse split of the partnership units in our operating partnership. As a result of the Reverse Splits, every four shares of our common stock or four partnership units in our operating partnership were automatically combined and converted into one issued and outstanding share of our common stock of like class, or one partnership unit of like class, as applicable, rounded to the nearest 1/100th share or unit. The Reverse Splits impacted all classes of common stock and partnership units proportionately and had no impact on any stockholder’s or partner’s ownership percentage. Neither the number of authorized shares nor the par value of the Class T common stock and Class I common stock were ultimately impacted. All numbers of common shares and per share data, as well as partnership units in our operating partnership, in our accompanying consolidated financial statements and related notes have been retroactively adjusted for all periods presented to give effect to the Reverse Splits. On February 9, 2024, we closed the 2024 Offering and issued 64,400,000 shares of common stock, $ 0.01 par value per share, for a total of $ 772,800,000 in gross proceeds, including the exercise in full of the underwriters’ overallotment option to purchase up to an additional 8,400,000 shares of common stock. In conjunction with the 2024 Offering, such shares of common stock were listed on the NYSE and began trading on February 7, 2024. Our Class T common stock and Class I common stock are identical to our common stock, except that such shares are not currently listed on the NYSE or any other national securities exchange. Upon the six month anniversary of the listing of our common stock for trading on the NYSE, which is August 5, 2024, each share of our Class T common stock and Class I common stock will automatically, and without any stockholder action, convert into one share of our listed common stock. Distribution Reinvestment Plan Our DRIP allowed our stockholders to elect to reinvest an amount equal to the distributions declared on their shares of common stock in additional shares of our common stock in lieu of receiving cash distributions. However, on November 14, 2022, our board suspended the DRIP offering beginning with the distributions declared for the quarter ended December 31, 2022. As a result of the suspension of the DRIP offering, unless and until our board reinstates the DRIP offering, stockholders who are current participants in the DRIP were or will be paid distributions in cash. As of both December 31, 2023 and 2022, a total of $ 91,448,000 in distributions were reinvested that resulted in 2,431,695 shares of common stock being issued pursuant to the AHR DRIP Offering. Since October 5, 2016, our board had approved and established an estimated per share net asset value, or NAV, annually. Commencing with the distribution payment to stockholders paid in the month following such board approval, shares of our common stock issued pursuant to our distribution reinvestment plan were issued at the current estimated per share NAV until such time as our board determined an updated estimated per share NAV. For the year ended December 31, 2023, there were no distributions reinvested and no shares of our common stock were issued pursuant to our DRIP offerings. For the years ended December 31, 2022 and 2021, $ 36,812,000 and $ 7,666,000 , respectively, in distributions were reinvested and 992,964 and 207,866 shares of our common stock, respectively, were issued pursuant to our DRIP offerings. 153 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Share Repurchase Plan Our share repurchase plan allowed for repurchases of shares of our common stock by us when certain criteria are met. Share repurchases were made at the sole discretion of our board. Subject to the availability of the funds for share repurchases and other certain conditions, we generally limited the number of shares of our common stock repurchased during any calendar year to 5.0 % of the weighted average number of shares of our common stock outstanding during the prior calendar year; provided however, that shares subject to a repurchase requested upon the death or “qualifying disability,” as defined in our share repurchase plan, of a stockholder were not subject to this cap. Funds for the repurchase of shares of our common stock came from the cumulative proceeds we received from the sale of shares of our common stock pursuant to our DRIP offerings. Pursuant to our share repurchase plan, the repurchase price is equal to the lesser of (i) the amount per share that a stockholder paid for their shares of our common stock, or (ii) the most recent estimated value of one share of our common stock, as determined by our board, except that the repurchase price with respect to repurchases resulting from the death or qualifying disability of stockholders was equal to the most recently published estimated per share NAV. On October 4, 2021, as a result of the Merger, our board authorized the partial reinstatement of our share repurchase plan with respect to requests to repurchase shares resulting from the death or qualifying disability of stockholders, effective with respect to qualifying repurchases for the fiscal quarter ending December 31, 2021. All share repurchase requests other than those requests resulting from the death or qualifying disability of stockholders were rejected. On November 14, 2022, our board suspended our share repurchase plan beginning with share repurchase requests for the quarter ending December 31, 2022. All share repurchase requests, including requests resulting from the death or qualifying disability of stockholders, commencing with the quarter ended December 31, 2022, will not be processed, will be considered canceled in full and will not be considered outstanding repurchase requests. For the years ended December 31, 2023, 2022 and 2021, we repurchased 1,681 , 559,195 and 10,356 shares of our common stock, respectively, for an aggregate of $ 62,000 , $ 20,699,000 and $ 382,000 , respectively, at an average repurchase price of $ 37.16 , $ 37.02 and $ 36.88 per share, respectively, pursuant to our share repurchase plan. All shares were repurchased using the cumulative proceeds we received from the sale of shares of our common stock pursuant to our DRIP offerings. Noncontrolling Interests in Total Equity Membership Interest in Trilogy REIT Holdings As of December 31, 2023 and 2022, Trilogy REIT Holdings owned approximately 97.5 % and 96.2 %, respectively, of Trilogy. Prior to October 1, 2021, we were the indirect owner of a 70.0 % interest in Trilogy REIT Holdings pursuant to an amended joint venture agreement with an indirect, wholly-owned subsidiary of NorthStar Healthcare Income, Inc., or NHI, and a wholly-owned subsidiary of GAHR IV Operating Partnership. We serve as the managing member of Trilogy REIT Holdings. In connection with the Merger, the wholly-owned subsidiary of GAHR IV Operating Partnership sold its 6.0 % interest in Trilogy REIT Holdings to GAHR III, thereby increasing our indirect ownership in Trilogy REIT Holdings to 76.0 %. Through September 30, 2021, 30.0 % of the net earnings of Trilogy REIT Holdings were allocated to noncontrolling interests, and since October 1, 2021, 24.0 % of the net earnings of Trilogy REIT Holdings were allocated to a noncontrolling interest. On November 3, 2023, we entered into a Membership Interest Purchase Agreement, or the MIPA, with subsidiaries of NHI, which provides us with the option to purchase their 24.0 % minority membership interest in Trilogy REIT Holdings. If we exercise this purchase option, we will own 100 % of Trilogy REIT Holdings, which (assuming that there are no changes in the equity capitalization of Trilogy prior to consummation of the purchase) will in turn cause us to indirectly own approximately 97.5 % of Trilogy. Subject to our first satisfying certain closing conditions, the option is exercisable for a closing before September 30, 2025 assuming that we exercise both extension options described below. If we exercise our purchase option, the all-cash purchase price would be $ 240,500,000 if we consummate the purchase on or before March 31, 2024, would increase to $ 247,000,000 if we consummate the purchase from April 1, 2024 to and including December 31, 2024 and would further increase to $ 260,000,000 if we consummate the purchase on or after January 1, 2025. The MIPA also allows us (at our election), instead of paying all cash, to consummate the purchase transaction by using a combination of cash and the issuance of new Series A Cumulative Convertible Preferred Stock, $ 0.01 par value per share, or our Convertible Preferred Stock, as purchase price consideration. We must pay at least a minimum amount of the purchase price in cash, in which case we would pay the remaining amount in shares of our Convertible Preferred Stock. The minimum cash amount will be $ 24,050,000 if we consummate the purchase on or before March 31, 2024, $ 24,700,000 if we consummate the purchase from April 1, 2024 to and including December 31, 2024, or $ 26,000,000 if we consummate the purchase on or after January 1, 2025. If issued, our Convertible Preferred Stock will be perpetual, will have a cumulative cash dividend with an 154 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) initial annual rate of 4.75 % (on the liquidation preference per share of $ 25.00 of our Convertible Preferred Stock) and will be redeemable by us at any time. The annual dividend rate will increase over time, and the redemption price will vary based on the date of redemption. In addition, holders of shares of our Convertible Preferred Stock will have the right, at any time on or after July 1, 2026 and from time to time, to convert some or all of such shares into shares of our common stock, subject to certain customary exceptions. As of December 31, 2023, we did not exercise the MIPA purchase option. Other Noncontrolling Interests In connection with our acquisition and operation of Trilogy, profit interest units in Trilogy, or the Profit Interests, were issued to Trilogy Management Services, LLC and an independent director of Trilogy, both unaffiliated third parties that manage or direct the day-to-day operations of Trilogy. The Profit Interests consisted of time-based or performance-based commitments. The time-based Profit Interests were measured at their grant date fair value and vest in increments of 20.0 % on each anniversary of the respective grant date over a five year period. We amortized the time-based Profit Interests on a straight-line basis over the vesting periods, which are recorded to general and administrative in our accompanying consolidated statements of operations and comprehensive loss. The performance-based Profit Interests were subject to a performance commitment and would have vested upon liquidity events as defined in the Profit Interests agreements. The performance-based Profit Interests were measured at their fair value on the adoption date of ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting , using a modified retrospective approach. The nonvested awards are presented as noncontrolling interests in total equity in our accompanying consolidated balance sheets, and are re-classified to redeemable noncontrolling interests upon vesting as they had redemption features outside of our control similar to the common stock units held by Trilogy’s management. See Note 12, Redeemable Noncontrolling Interests, for a further discussion. In December 2021, we redeemed a part of the time-based Profit Interests and all of the performance-based Profit Interests that were included in noncontrolling interests in total equity. We redeemed such Profit Interests for $ 16,517,000 , which was paid $ 8,650,000 in cash and $ 7,867,000 through the issuance of additional equity interests in Trilogy that are classified as redeemable noncontrolling interests in our consolidated balance sheets. There were no canceled, expired or exercised Profit Interests during the years ended December 31, 2023 and 2022. For the years ended December 31, 2023, 2022 and 2021, we recognized stock compensation expense related to the Profit Interests of $ 83,000 , $ 83,000 and $ 8,801,000 , respectively. One of our consolidated subsidiaries issued non-voting preferred shares of beneficial interests to qualified investors for total proceeds of $ 125,000 . These preferred shares of beneficial interests are entitled to receive cumulative preferential cash dividends at the rate of 12.5 % per annum. We classify the value of the subsidiary’s preferred shares of beneficial interests as noncontrolling interests in our accompanying consolidated balance sheets and the dividends of the preferred shares of beneficial interests in net income or loss attributable to noncontrolling interests in our accompanying consolidated statements of operations and comprehensive loss. As of both December 31, 2023 and 2022, we owned an 86.0 % interest in a consolidated limited liability company that owns Lakeview IN Medical Plaza. As such, 14.0 % of the net earnings of Lakeview IN Medical Plaza were allocated to noncontrolling interests in our accompanying consolidated statements of operations and comprehensive loss for the years ended December 31, 2023, 2022 and 2021. On February 6, 2024, we purchased the 14.0 % membership interest in the consolidated limited liability company that owns Lakeview IN Medical Plaza from an unaffiliated third party for a contract purchase price of $ 441,000 . In connection with such purchase and as of such date, we own a 100 % interest in such limited liability company. As of both December 31, 2023 and 2022, we owned a 90.6 % membership interest in a consolidated limited liability company that owns Southlake TX Hospital. As such, 9.4 % of the net earnings of Southlake TX Hospital were allocated to noncontrolling interests in our accompanying consolidated statements of operations and comprehensive loss for the years ended December 31, 2023, 2022 and 2021. Upon consummation of the Merger, through our operating partnership, we acquired an approximate 90.0 % interest in a joint venture that owns the Louisiana Senior Housing Portfolio. As such, 10.0 % of the net earnings of the joint venture were allocated to noncontrolling interests in our accompanying consolidated statements of operations and comprehensive loss since October 1, 2021. 155 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) As discussed in Note 1, Organization and Description of Business, as of both December 31, 2023 and 2022, we, through our direct and indirect subsidiaries, own a 95.0 % general partnership interest in our operating partnership, and the remaining 5.0 % limited partnership interest in our operating partnership is owned by the NewCo Sellers. As of both December 31, 2023 and 2022, 4.0 % of our total operating partnership units outstanding is presented in total equity in our accompanying consolidated balance sheets. See Note 12, Redeemable Noncontrolling Interests, for a further discussion. Equity Compensation Plans GAHR III 2013 Incentive Plan Prior to the REIT Merger, GAHR III adopted the Griffin-American Healthcare REIT III, Inc. Incentive Plan, or the 2013 Incentive Plan, pursuant to which its board, or a committee of its independent directors, could grant options, shares of our common stock, stock purchase rights, stock appreciation rights or other awards to its independent directors, employees and consultants. Under the 2013 Incentive Plan, GAHR III granted an aggregate of 33,750 shares of its restricted common stock, or I RSAs as defined below, which is equal to 31,273 shares of restricted Class I common stock, using the conversion ratio of 0.9266 shares of GAHR IV Class I common stock for each share of GAHR III restricted common stock, as determined in the Merger. Such restricted shares vest as to 20.0 % of the shares on the date of grant and on each anniversary thereafter over four year s from the date of grant and are subject to continuous service through the vesting dates. As of the Merger date, 4,170 shares such I RSAs remained unvested with a weighted average grant date fair value of $ 40.38 . AHR Incentive Plan Pursuant to the AHR Incentive Plan, our board (with respect to options and restricted shares of common stock granted to independent directors), or our compensation committee (with respect to any other award), may grant options, restricted shares of common stock, stock purchase rights, stock appreciation rights or other awards to our independent directors, officers, employees and consultants. The AHR Incentive Plan terminates on June 15, 2033, and the maximum number of shares of our common stock that may be issued pursuant to such plan is 4,000,000 shares. Restricted common stock Pursuant to the AHR Incentive Plan, through December 31, 2023, we granted an aggregate of 315,459 shares of our restricted common stock, or RSAs, which include restricted Class T common stock and restricted Class I common stock, as defined in the AHR Incentive Plan. RSAs were granted to our independent directors in connection with their initial election or re-election to our board or in consideration of their past services rendered. In addition, certain executive officers and key employees received grants of restricted Class T common stock. In February 2024, we also granted an aggregate of 972,222 RSAs to independent directors, executive officers and certain employees upon completion of the 2024 Offering. RSAs generally have a vesting period ranging from one to four years and are subject to continuous service through the vesting dates. Restricted stock units Pursuant to the AHR Incentive Plan, through December 31, 2023, we granted to our executive officers an aggregate 70,751 of performance-based restricted stock units, or PBUs, representing the right to receive shares of our Class T common stock upon vesting. We also granted to our executive officers and certain employees 169,529 time-based restricted stock units, or TBUs, representing the right to receive shares of our Class T common stock upon vesting. PBUs and TBUs are collectively referred to as RSUs. RSUs granted to executive officers and employees, generally have a vesting period of up to three years and are subject to continuous service through the vesting dates and any performance conditions, as applicable. 156 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) A summary of the status of our nonvested RSAs and RSUs as of December 31, 2023 and 2022 and the changes for the years ended December 31, 2023 and 2022 is presented below: Number of Nonvested RSAs Weighted Average Grant Date Fair Value Number of Nonvested RSUs Weighted Average Grant Date Fair Value Balance — December 31, 2021 222,886 $ 36.99 — $ — Granted 18,689 $ 37.16 60,077 $ 37.16 Vested ( 58,335 ) $ 37.14 — $ — Forfeited — $ — ( 11,524 ) $ 37.16 Balance — December 31, 2022 183,240 $ 36.97 48,553 $ 37.16 Granted 26,156 $ 31.83 191,728 $ 31.40 Vested ( 62,352 ) $ 37.11 ( 6,400 ) (1) $ 37.16 Forfeited — — ( 5,800 ) $ 32.57 Balance — December 31, 2023 147,044 $ 35.99 228,081 $ 32.43 ___________ (1) Amount includes 2,280 shares of common stock that were withheld from issuance to satisfy employee minimum tax withholding requirements associated with the vesting of RSUs during the year ended December 31, 2023. For the years ended December 31, 2023 and 2022, pursuant to the AHR Incentive Plan, we granted 26,156 and 18,689 shares of our restricted common stock, respectively, at a weighted average grant date fair value of $ 31.83 and $ 37.16 per share, respectively, to our executives and to our independent directors in connection with their election or re-election to our board. For the years ended December 31, 2023 and 2022, we recognized stock compensation expense related to awards granted pursuant to the AHR Incentive Plan of $ 5,385,000 and $ 3,935,000 , respectively, based on the grant date fair value, which is equal to the most recently published estimated per share NAV. Stock compensation expense is included in general and administrative expenses in our accompanying consolidated statements of operations and comprehensive loss. As of December 31, 2023 and 2022, there was $ 6,865,000 and $ 6,888,000 , respectively, of total unrecognized compensation expense, net of estimated forfeitures, related to nonvested RSAs and RSUs. As of December 31, 2023, this expense is expected to be recognized over a remaining weighted average period of 1.6 years. 14. Related Party Transactions Fees and Expenses Paid to Affiliates Through September 30, 2021, we were externally advised by our former advisor pursuant to an advisory agreement, as amended, or the Advisory Agreement, between us and our former advisor. Our former advisor, subject to the oversight and review of our board, provided asset management, property management, acquisition, disposition and other advisory services on our behalf consistent with our investment policies and objectives. Until September 30, 2021, all of our executive officers were officers of our former advisor and officers, limited partners and/or members of one of our former co-sponsors and other affiliates of our former advisor. Prior to the Merger and the AHI Acquisition, our former advisor was 75.0 % owned and managed by wholly-owned subsidiaries of AHI and 25.0 % owned by a wholly-owned subsidiary of Griffin Capital, or collectively, our former cosponsors. Prior to the AHI Acquisition, AHI was 47.1 % owned by AHI Group Holdings, 45.1 % indirectly owned by DigitalBridge Group, Inc. (NYSE: DBRG), or DigitalBridge, and 7.8 % owned by James F. Flaherty III. We were not affiliated with Griffin Capital, DigitalBridge or Mr. Flaherty; however, we were affiliated with our former advisor, AHI and AHI Group Holdings. On December 20, 2021, the Advisory Agreement was assigned to NewCo, and as a result, any fees that would have otherwise been payable to our former advisor are no longer being paid to a third party. Following the consummation of the Merger in October 2021, we became self-managed and as a result we no longer incur any fees or expense reimbursements to our former advisor and its affiliates arising from the Advisory Agreement. 157 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) We did not incur any fees and expenses to our third-party affiliates for the years ended December 31, 2023 and 2022. Fees and expenses incurred to our former advisor or its affiliates for the year ended December 31, 2021 were as follows (in thousands): Year Ended December 31, 2021 Asset management fees(1) $ 16,187 Property management fees(2) 1,993 Acquisition fees(3) 1,363 Development fees(4) 856 Lease fees(5) 410 Operating expenses(6) 160 Construction management fees(7) 144 Total $ 21,113 ___________ (1) Asset management fees were included in general and administrative expenses in our accompanying consolidated statements of operations and comprehensive loss. (2) Property management fees were included in rental expenses or general and administrative expenses in our accompanying consolidated statements of operations and comprehensive loss, depending on the property type from which the fee was incurred. (3) Acquisition fees in connection with the acquisition of properties accounted for as asset acquisitions or the acquisition of real estate-related investments were capitalized as part of the associated investments in our accompanying consolidated balance sheets. (4) Development fees were capitalized as part of the associated investments in our accompanying consolidated balance sheets. (5) Lease fees were capitalized as costs of entering into new leases and included in other assets, net in our accompanying consolidated balance sheets. (6) We reimbursed our former advisor or its affiliates for operating expenses incurred in rendering services to us, subject to certain limitations. For the 12 months ended December 31, 2021, our operating expenses did not exceed such limitations. Operating expenses were generally included in general and administrative expenses in our accompanying consolidated statements of operations and comprehensive loss. (7) Construction management fees were capitalized as part of the associated asset and included in real estate investments, net in our accompanying consolidated balance sheets. Registration Rights Agreement Upon consummation of the AHI Acquisition, GAHR III and the Surviving Partnership entered into a registration rights agreement, or the Registration Rights Agreement, with Griffin-American Strategic Holdings, LLC, or HoldCo, pursuant to which, subject to certain limitations therein, as promptly as practicable following the later of the expiration of (i) the period commencing on the closing of the AHI Acquisition and ending upon the earliest to occur of (a) the second anniversary date of the issuance of the Surviving Partnership OP units issued in connection with the AHI Acquisition, (b) a change of control of Merger Sub and (c) the listing of shares of our common stock on a national securities exchange, or the Lock-Up Period; and (ii) the date on which we are eligible to file a registration statement (but in any event no later than 180 days after such date), we, as the indirect parent company of the Surviving Partnership, are required to file a shelf registration statement with the SEC under the Securities Act covering the resale of the shares of our Class I common stock issued or issuable in redemption of the Surviving Partnership OP units that the Surviving Partnership issued as consideration in the AHI Acquisition. The Registration Rights Agreement also grants HoldCo (or any successor holder of such shares) demand rights to request additional registration statement filings as well as “piggyback” registration rights, in each case on or after the expiration of the Lock-Up Period. In connection with the Merger, we assumed from GAHR III the Registration Rights Agreement and GAHR III’s obligations thereunder in their entirety. In connection with the 2024 Offering, the Holders (as defined in the Registration Rights 158 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Agreement) have agreed that, without the prior written consent of the representatives on behalf of the underwriters of the 2024 Offering, during the period ending 180 days after the date of listing of our common stock for trading on a national securities exchange, they will not, and will not publicly disclose an intention to, directly or indirectly, among others, subject to certain exceptions, exercise their registration rights under the Registration Rights Agreement. 15. Fair Value Measurements Assets and Liabilities Reported at Fair Value The table below presents our assets and liabilities measured at fair value on a recurring basis as of December 31, 2023, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands): Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets: Derivative financial instrument $ — $ 1,463 $ — $ 1,463 Total assets at fair value $ — $ 1,463 $ — $ 1,463 Liabilities: Derivative financial instruments $ — $ 2,389 $ — $ 2,389 Total liabilities at fair value $ — $ 2,389 $ — $ 2,389 We did not have any assets and liabilities measured at fair value on a recurring basis as of December 31, 2022. There were no transfers into and out of fair value measurement levels during the years ended December 31, 2023 and 2022. Warr ants As of December 31, 2023, we did not have any warrants outstanding. During the fourth quarter of 2022, we redeemed all the warrants in common units held by certain members of Trilogy’s management for $ 678,000 in cash, and as a result, we did not have any warrants outstanding as of December 31, 2022. Such warrants had redemption features similar to the common units held by members of Trilogy’s management. See Note 12, Redeemable Noncontrolling Interests, for a further discussion. Derivative Financial Instruments We entered into interest rate swaps to manage interest rate risk associated with variable-rate debt. We also previously used interest rate caps to manage such interest rate risk. The valuation of these instruments was determined using widely accepted valuation techniques including a discounted cash flow analysis on the expected cash flows of each derivative. Such valuation reflected the contractual terms of the derivatives, including the period to maturity, and used observable market-based inputs, including interest rate curves, as well as option volatility. The fair values of our interest rate swaps were determined by netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts were based on an expectation of future interest rates derived from observable market interest rate curves. We incorporated credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees. Although we determined that the majority of the inputs used to value our derivative financial instruments fell within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with this instrument utilized Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparty. However, as of December 31, 2023, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of our derivatives. As a result, we determined that our derivative valuations in their entirety were classified in Level 2 of the fair value hierarchy. On January 25, 2022, our prior interest rate swap contracts matured and as of December 31, 2022, we did not have any derivative financial instruments. 159 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Financial Instruments Disclosed at Fair Value Our accompanying consolidated balance sheets include the following financial instruments: debt security investment, cash and cash equivalents, restricted cash, accounts and other receivables, accounts payable and accrued liabilities, mortgage loans payable and borrowings under our lines of credit and term loan. We consider the carrying values of cash and cash equivalents, restricted cash, accounts and other receivables and accounts payable and accrued liabilities to approximate the fair value for these financial instruments based upon an evaluation of the underlying characteristics and market data, in light of the short period of time between origination of the instruments and their expected realization. The fair values of the other financial instruments are classified in Level 2 of the fair value hierarchy. The fair value of our debt security investment is estimated using a discounted cash flow analysis using interest rates available to us for investments with similar terms and maturities. The fair values of our mortgage loans payable and our lines of credit and term loan are estimated using discounted cash flow analyses using borrowing rates available to us for debt instruments with similar terms and maturities. We have determined that the valuations of our debt security investment, mortgage loans payable and lines of credit and term loan are classified in Level 2 within the fair value hierarchy. The carrying amounts and estimated fair values of such financial instruments as of December 31, 2023 and 2022 were as follows (in thousands): December 31, 2023 2022 Carrying Amount(1) Fair Value Carrying Amount(1) Fair Value Financial Assets: Debt security investment $ 86,935 $ 93,304 $ 83,000 $ 93,230 Financial Liabilities: Mortgage loans payable $ 1,302,396 $ 1,185,260 $ 1,229,847 $ 1,091,667 Lines of credit and term loan $ 1,220,137 $ 1,225,890 $ 1,277,460 $ 1,285,205 ___________ (1) Carrying amount is net of any discount/premium and unamortized deferred financing costs. 16. Income Taxes As a REIT, we generally will not be subject to U.S. federal income tax on taxable income that we distribute to our stockholders. We have elected to treat certain of our consolidated subsidiaries as TRS pursuant to the Code. TRS may participate in services that would otherwise be considered impermissible for REITs and are subject to federal and state income tax at regular corporate tax rates. The components of income or loss before taxes for the years ended December 31, 2023, 2022 and 2021, were as follows (in thousands): December 31, 2023 2022 2021 Domestic $ ( 75,843 ) $ ( 72,510 ) $ ( 52,001 ) Foreign ( 381 ) ( 287 ) ( 312 ) Loss before income taxes $ ( 76,224 ) $ ( 72,797 ) $ ( 52,313 ) 160 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) The components of income tax benefit or expense for the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands): December 31, 2023 2022 2021 Federal deferred $ ( 655 ) $ ( 8,176 ) $ ( 12,033 ) State deferred 210 ( 2,099 ) ( 2,908 ) Federal current 10 — — State current ( 3 ) — 329 Foreign current 656 586 627 Valuation allowances 445 10,275 14,941 Total income tax expense $ 663 $ 586 $ 956 Current Income Tax Federal and state income taxes are generally a function of the level of income recognized by our TRS. Foreign income taxes are generally a function of our income on our real estate located in the UK and Isle of Man. Deferred Taxes Deferred income tax is generally a function of the period’s temporary differences (primarily basis differences between tax and financial reporting for real estate assets and equity investments) and generation of tax NOL that may be realized in future periods depending on sufficient taxable income. We recognize the effects of an uncertain tax position on the financial statements, when it is more likely than not, based on the technical merits of the tax position, that such a position will be sustained upon examination by the relevant tax authorities. If the tax benefit meets the “more likely than not” threshold, the measurement of the tax benefit will be based on our estimate of the ultimate tax benefit to be sustained if audited by the taxing authority. As of both December 31, 2023 and 2022, we did not have any tax benefits or liabilities for uncertain tax positions that we believe should be recognized in our accompanying consolidated financial statements. We assess the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. A valuation allowance is established if we believe it is more likely than not that all or a portion of the deferred tax assets are not realizable. As of both December 31, 2023 and 2022, our valuation allowance fully reserves the net deferred tax assets due to historical losses and inherent uncertainty of future income. We will continue to monitor industry and economic conditions, and our ability to generate taxable income based on our business plan and available tax planning strategies, which would allow us to utilize the tax benefits of the net deferred tax assets and thereby allow us to reverse all, or a portion of, our valuation allowance in the future. 161 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Any increases or decreases to the deferred income tax assets or liabilities are reflected in income tax (expense) benefit in our accompanying consolidated statements of operations and comprehensive loss. The components of deferred tax assets and liabilities as of December 31, 2023 and 2022 were as follows (in thousands): December 31, 2023 2022 Deferred income tax assets: Fixed assets and intangibles $ 7,297 $ 8,271 Expense accruals and other 10,535 18,189 Net operating loss and other carry forwards 57,011 50,101 Reserves and accruals 8,119 7,487 Allowances for accounts receivable 2,878 2,224 Investments in unconsolidated entities 75 — Total deferred income tax assets $ 85,915 $ 86,272 Deferred income tax liabilities: Fixed assets and intangibles $ ( 12,892 ) $ ( 13,626 ) Other — temporary differences ( 2,608 ) ( 2,676 ) Total deferred income tax liabilities $ ( 15,500 ) $ ( 16,302 ) Net deferred income tax assets before valuation allowance $ 70,415 $ 69,970 Valuation allowances ( 70,415 ) ( 69,970 ) Net deferred income tax assets (liabilities) $ — $ — At December 31, 2023 and 2022, we had a NOL carryforward of $ 203,320,000 and $ 196,779,000 , respectively, related to our TRS. These amounts can be used to offset future taxable income, if any. The NOL carryforwards incurred before January 1, 2018 will begin to expire starting 2035, and NOL carryforwards incurred after December 31, 2017 will be carried forward indefinitely. Tax Treatment of Distributions (Unaudited) For U.S. federal income tax purposes, distributions to stockholders are characterized as ordinary income, capital gain distributions or nontaxable distributions. Nontaxable distributions will reduce United States stockholders’ basis (but not below zero) in their shares. The income tax treatment for distributions reportable for the years ended December 31, 2023, 2022 and 2021 was as follows (dollars in thousands): Years Ended December 31, 2023 2022 2021 Ordinary income $ 2,208 2.9 % $ 40,745 46.5 % $ 7,989 26.3 % Capital gain — — — — — — Return of capital 73,614 97.1 46,890 53.5 22,406 73.7 $ 75,822 100 % $ 87,635 100 % $ 30,395 100 % Amounts listed above do not include distributions paid on nonvested RSAs and RSUs, which have been separately reported. 162 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 17. Leases Lessor We have operating leases with tenants that expire at various dates through 2050. For the years ended December 31, 2023, 2022 and 2021, we recognized $ 185,064,000 , $ 200,526,000 and $ 136,294,000 , respectively, of revenues related to operating lease payments, of which $ 38,415,000 and $ 39,278,000 , $ 23,340,000 , respectively, was for variable lease payments. As of December 31, 2023, the following table sets forth the undiscounted cash flows for future minimum base rents due under operating leases for each of the next five years ending December 31 and thereafter for properties that we wholly own (in thousands): Year Amount 2024 $ 134,438 2025 125,035 2026 115,544 2027 109,950 2028 98,546 Thereafter 466,484 Total $ 1,049,997 Lessee We lease certain land, buildings, furniture, fixtures, campus and office equipment and automobiles. We have lease agreements with lease and non-lease components, which are generally accounted for separately. Most leases include one or more options to renew, with renewal terms that generally can extend at various dates through 2107, excluding extension options. The exercise of lease renewal options is at our sole discretion. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Certain of our lease agreements include rental payments that are adjusted periodically based on the United States Bureau of Labor Statistics’ Consumer Price Index and may also include other variable lease costs (i.e., common area maintenance, property taxes and insurance). Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. The components of lease costs were as follows (in thousands): Years Ended December 31, Lease Cost Classification 2023 2022 2021 Operating lease cost(1) Property operating expenses, rental expenses or general and administrative expenses $ 44,141 $ 30,566 $ 23,774 Finance lease cost Amortization of leased assets Depreciation and amortization 1,360 1,249 1,447 Interest on lease liabilities Interest expense 353 261 384 Sublease income Resident fees and services revenue or other income ( 572 ) ( 693 ) ( 210 ) Total lease cost $ 45,282 $ 31,383 $ 25,395 ___________ (1) Includes short-term leases and variable lease costs, which are immaterial. 163 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Additional information related to our leases for the periods presented below was as follows (dollars in thousands): December 31, Lease Term and Discount Rate 2023 2022 2021 Weighted average remaining lease term (in years) Operating leases 12.2 12.8 16.9 Finance leases 1.5 2.3 3.6 Weighted average discount rate Operating leases 5.76 % 5.69 % 5.52 % Finance leases 7.78 % 7.66 % 7.68 % Years Ended December 31, Supplemental Disclosure of Cash Flows Information 2023 2022 2020 Operating cash outflows related to finance leases $ 353 $ 262 $ 384 Financing cash outflows related to finance leases $ 62 $ 54 $ 170 Right-of-use assets obtained in exchange for operating lease liabilities $ 6,153 $ 173,832 $ 29,523 Operating Leases As of December 31, 2023, the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for each of the next five years ending December 31 and thereafter, as well as the reconciliation of those cash flows to operating lease liabilities on our accompanying consolidated balance sheet (in thousands): Year Amount 2024 $ 35,834 2025 35,153 2026 35,073 2027 35,618 2028 35,707 Thereafter 166,313 Total undiscounted operating lease payments 343,698 Less: interest 118,196 Present value of operating lease liabilities $ 225,502 Finance Leases As of December 31, 2023, the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for each of the next five years ending December 31 and thereafter, as well as a reconciliation of those cash flows to finance lease liabilities (in thousands): Year Amount 2024 $ 76 2025 31 2026 — 2027 — 2028 — Thereafter — Total undiscounted finance lease payments 107 Less: interest 7 Present value of finance lease liabilities $ 100 164 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 18. Segment Reporting We evaluate our business and make resource allocations based on four reportable business segments: integrated senior health campuses, or ISHC, OM, triple-net leased properties and SHOP. Our OM buildings are typically leased to multiple tenants under separate leases, thus requiring active management and responsibility for many of the associated operating expenses (much of which are, or can effectively be, passed through to the tenants). Our integrated senior health campuses each provide a range of independent living, assisted living, memory care, skilled nursing services and certain ancillary businesses that are owned and operated utilizing a RIDEA structure. Our triple-net leased properties segment includes senior housing, skilled nursing facilities and hospital investments, which are single-tenant properties for which we lease the facilities to unaffiliated tenants under triple-net and generally master leases that transfer the obligation for all facility operating costs (including maintenance, repairs, taxes, insurance and capital expenditures) to the tenant. In addition, our triple-net leased properties segment includes our debt security investment. Our SHOP segment includes senior housing, which may provide assisted living care, independent living, memory care or skilled nursing services that are owned and operated utilizing a RIDEA structure. While we believe that net income (loss), as defined by GAAP, is the most appropriate earnings measurement, we evaluate our segments’ performance based upon segment net operating income, or NOI. We define segment NOI as total revenues and grant income, less property operating expenses and rental expenses, which excludes depreciation and amortization, general and administrative expenses, business acquisition expenses, interest expense, gain or loss on dispositions of real estate investments, impairment of real estate investments, impairment of intangible assets and goodwill, income or loss from unconsolidated entities, gain on re-measurement of previously held equity interest, foreign currency gain or loss, other income and income tax benefit or expense for each segment. We believe that segment NOI serves as an appropriate supplemental performance measure to net income (loss) because it allows investors and our management to measure unlevered property-level operating results and to compare our operating results to the operating results of other real estate companies and between periods on a consistent basis. Interest expense, depreciation and amortization and other expenses not attributable to individual properties are not allocated to individual segments for purposes of assessing segment performance. Non-segment assets primarily consist of corporate assets, including cash and cash equivalents, other receivables, deferred financing costs and other assets not attributable to individual properties. 165 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Summary information for the reportable segments during the years ended December 31, 2023, 2022 and 2021 was as follows (in thousands): Integrated Senior Health Campuses SHOP OM Triple-Net Leased Properties Year Ended December 31, 2023 Revenues and grant income: Resident fees and services $ 1,481,880 $ 186,862 $ — $ — $ 1,668,742 Real estate revenue — — 146,068 44,333 190,401 Grant income 7,475 — — — 7,475 Total revenues and grant income 1,489,355 186,862 146,068 44,333 1,866,618 Expenses: Property operating expenses 1,335,817 166,493 — — 1,502,310 Rental expenses — — 54,457 3,018 57,475 Segment net operating income $ 153,538 $ 20,369 $ 91,611 $ 41,315 $ 306,833 Expenses: General and administrative $ 47,510 Business acquisition expenses 5,795 Depreciation and amortization 182,604 Other income (expense): Interest expense: Interest expense (including amortization of deferred financing costs, debt discount/premium and loss on debt extinguishments) ( 163,191 ) Loss in fair value of derivative financial instruments ( 926 ) Gain on dispositions of real estate investments 32,472 Impairment of real estate investments ( 13,899 ) Impairment of intangible assets ( 10,520 ) Loss from unconsolidated entities ( 1,718 ) Gain on re-measurement of previously held equity interest 726 Foreign currency gain 2,307 Other income 7,601 Total net other expense ( 147,148 ) Loss before income taxes ( 76,224 ) Income tax expense ( 663 ) Net loss $ ( 76,887 ) 166 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Integrated Senior Health Campuses SHOP OM Triple-Net Leased Properties Year Ended December 31, 2022 Revenues and grant income: Resident fees and services $ 1,254,665 $ 157,491 $ — $ — $ 1,412,156 Real estate revenue — — 148,717 56,627 205,344 Grant income 24,820 855 — — 25,675 Total revenues and grant income 1,279,485 158,346 148,717 56,627 1,643,175 Expenses: Property operating expenses 1,133,480 148,046 — — 1,281,526 Rental expenses — — 56,390 3,294 59,684 Segment net operating income $ 146,005 $ 10,300 $ 92,327 $ 53,333 $ 301,965 Expenses: General and administrative $ 43,418 Business acquisition expenses 4,388 Depreciation and amortization 167,957 Other income (expense): Interest expense: Interest expense (including amortization of deferred financing costs, debt discount/premium and loss on debt extinguishments) ( 105,956 ) Gain in fair value of derivative financial instruments 500 Gain on dispositions of real estate investments 5,481 Impairment of real estate investments ( 54,579 ) Impairment of goodwill ( 23,277 ) Income from unconsolidated entities 1,407 Gain on re-measurement of previously held equity interest 19,567 Foreign currency loss ( 5,206 ) Other income 3,064 Total net other expense ( 158,999 ) Loss before income taxes ( 72,797 ) Income tax expense ( 586 ) Net loss $ ( 73,383 ) 167 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Integrated Senior Health Campuses SHOP OM Triple-Net Leased Properties Year Ended December 31, 2021 Revenues and grant income: Resident fees and services $ 1,025,699 $ 98,236 $ — $ — $ 1,123,935 Real estate revenue — — 97,297 44,071 141,368 Grant income 13,911 3,040 — — 16,951 Total revenues and grant income 1,039,610 101,276 97,297 44,071 1,282,254 Expenses: Property operating expenses 943,743 86,450 — — 1,030,193 Rental expenses — — 36,375 2,350 38,725 Segment net operating income $ 95,867 $ 14,826 $ 60,922 $ 41,721 $ 213,336 Expenses: General and administrative $ 43,199 Business acquisition expenses 13,022 Depreciation and amortization 133,191 Other income (expense): Interest expense: Interest expense (including amortization of deferred financing costs, debt discount/premium and loss on debt extinguishments) ( 80,937 ) Gain in fair value of derivative financial instruments 8,200 Loss on dispositions of real estate investments ( 100 ) Impairment of real estate investments ( 3,335 ) Loss from unconsolidated entities ( 1,355 ) Foreign currency loss ( 564 ) Other income 1,854 Total net other expense ( 76,237 ) Loss before income taxes ( 52,313 ) Income tax expense ( 956 ) Net loss $ ( 53,269 ) Total assets by reportable segment as of December 31, 2023 and 2022 were as follows (in thousands): December 31, 2023 2022 Integrated senior health campuses $ 2,197,762 $ 2,157,748 OM 1,232,310 1,379,502 SHOP 630,373 635,190 Triple-net leased properties 502,836 601,360 Other 14,652 12,898 Total assets $ 4,577,933 $ 4,786,698 168 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) As of and for the years ended December 31, 2023 and 2022, goodwill by reportable segment was as follows (in thousands): Integrated Senior Health Campuses OM SHOP Triple-Net Leased Properties Total Balance — December 31, 2021 $ 119,856 $ 47,812 $ 23,277 $ 18,953 $ 209,898 Goodwill acquired 44,990 — — — 44,990 Impairment loss — — ( 23,277 ) — ( 23,277 ) Balance — December 31, 2022 $ 164,846 $ 47,812 $ — $ 18,953 $ 231,611 Goodwill acquired 3,331 — — — 3,331 Balance — December 31, 2023 $ 168,177 $ 47,812 $ — $ 18,953 $ 234,942 See Note 4, Business Combinations, for a further discussion of goodwill recognized in connection with our business combinations. During the year ended December 31, 2022, we performed the quantitative step one test of the goodwill impairment guidance for each of our reporting units in connection with our annual assessments of goodwill. The fair value of each reporting unit was determined based on various methodologies, including the income approach and the market approach models. For the year ended December 31, 2022, we determined that the fair value of the reporting unit under the SHOP reporting segment compared to its carrying value, including goodwill, was lower than its carrying value. As a result, goodwill pertaining to our SHOP reporting segment was fully impaired and we recognized an impairment loss of $ 23,277,000 in our accompanying consolidated statements of operations and comprehensive loss for the year ended December 31, 2022. Therefore, as of December 31, 2022, we did not have any remaining goodwill associated with our SHOP reporting segment. Our portfolio of properties and other investments are located in the United States, the UK and Isle of Man. Revenues and grant income and assets are attributed to the country in which the property is physically located. The following is a summary of geographic information for our operations for the periods presented (in thousands): Years Ended December 31, 2023 2022 2021 Revenues and grant income: United States $ 1,861,954 $ 1,638,557 $ 1,277,095 International 4,664 4,618 5,159 $ 1,866,618 $ 1,643,175 $ 1,282,254 The following is a summary of real estate investments, net by geographic regions as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Real estate investments, net: United States $ 3,382,115 $ 3,539,453 International 43,323 42,156 $ 3,425,438 $ 3,581,609 19. Concentration of Credit Risk Financial instruments that potentially subject us to a concentration of credit risk are primarily our debt security investment, cash and cash equivalents, restricted cash and accounts and other receivables. We are exposed to credit risk with respect to our debt security investment, but we believe collection of the outstanding amount is probable. Cash and cash equivalents are generally invested in investment-grade, short-term instruments with a maturity of three months or less when purchased. We have cash and cash equivalents in financial institutions that are insured by the Federal Deposit Insurance Corporation, or FDIC. As of December 31, 2023 and 2022, we had cash and cash equivalents in excess of FDIC insured limits. We believe this risk is not significant. Concentration of credit risk with respect to accounts receivable from tenants and residents is limited. We perform credit evaluations of prospective tenants and security deposits are obtained at the time of property acquisition and upon lease execution. 169 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Based on leases as of December 31, 2023, properties in two states in the United States accounted for 10.0 % or more of our total consolidated property portfolio’s annualized base rent or annualized NOI, which is based on contractual base rent from leases in effect for our non-RIDEA properties and annualized NOI for our SHOP and integrated senior health campuses as of December 31, 2023. Properties located in Indiana and Michigan accounted for 35.3 % and 10.4 %, respectively, of our total consolidated property portfolio’s annualized base rent or annualized NOI. Accordingly, there is a geographic concentration of risk subject to fluctuations in each state’s economy. Based on leases as of December 31, 2023, our four reportable business segments, integrated senior health campuses, OM, triple-net leased properties and SHOP accounted for 51.0 %, 28.7 %, 11.5 % and 8.8 %, respectively, of our total consolidated property portfolio’s annualized base rent or annualized NOI. As of December 31, 2023, no ne of our tenants at our properties accounted for 10.0 % or more of our total consolidated property portfolio’s annualized base rent or annualized NOI . 20. Per Share Data Basic earnings (loss) per share for all periods presented are computed by dividing net income (loss) applicable to common stock by the weighted average number of shares of our common stock outstanding during the period. Net income (loss) applicable to common stock is calculated as net income (loss) attributable to controlling interest less distributions allocated to participating securities of $ 3,803,000 , $ 5,967,000 and $ 1,440,000 , respectively, for the years ended December 31, 2023, 2022 and 2021. Diluted earnings (loss) per share are computed based on the weighted average number of shares of our common stock and all potentially dilutive securities, if any. TBUs, nonvested shares of our RSAs and limited partnership units of our operating partnership are participating securities and give rise to potentially dilutive shares of our common stock. As of December 31, 2023 and 2022, there were 147,044 and 183,240 nonvested shares, respectively, of our RSAs outstanding, but such shares were excluded from the computation of diluted earnings (loss) per share because such shares were anti-dilutive during these periods. As of both December 31, 2023 and 2022, there were 3,501,976 limited partnership units of our operating partnership outstanding, but such units were also excluded from the computation of diluted earnings (loss) per share because such units were anti-dilutive during these periods. As of December 31, 2023 and 2022, there were 157,329 and 19,200 nonvested TBUs outstanding, respectively, but such units were excluded from the computation of diluted earnings (loss) per share because such restricted stock units were anti-dilutive during the period. As of December 31, 2023 and 2022, there were 70,751 and 29,352 nonvested PBUs outstanding, respectively, which were treated as contingently issuable shares pursuant to ASC Topic 718, Compensation — Stock Compensation . Such contingently issuable shares were excluded from the computation of diluted earnings (loss) per share because they were anti-dilutive during the period. 21. Subsequent Events Acquisition of Senior Housing Portfolio On February 1, 2024, we acquired a portfolio of 12 senior housing facilities in Oregon from an unaffiliated third party, which facilities are included in our SHOP segment. These facilities are part of the underlying collateral pool of real estate assets securing our debt security investment. We acquired such 12 facilities by assuming the outstanding principal balance of each related mortgage loan payable from one of the borrowers. The aggregated principal balance of such assumed mortgage loans payable was $ 94,461,000 at the time of acquisition. 2024 Underwritten Public Offering and Listing On February 9, 2024, pursuant to a Registration Statement filed with the SEC on Form S-11 (File No. 333-267464), as amended, we closed the 2024 Offering, through which we issued 64,400,000 shares of common stock, $ 0.01 par value per share, for a total of $ 772,800,000 in gross offering proceeds. Such amounts include the exercise in full of the underwriters’ overallotment option to purchase up to an additional 8,400,000 shares of common stock. These shares are listed on New York Stock Exchange under the trading symbol “AHR” and began trading on February 7, 2024. We received $ 724,625,000 in net proceeds, which was primarily used to repay $ 176,145,000 of mortgage loans payable and $ 545,010,000 on our lines of credit in February 2024. 170 Table of Contents AMERICAN HEALTHCARE REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 2024 Credit Facility On February 14, 2024, we, through our operating partnership, as borrower, and certain of our subsidiaries, or the subsidiary guarantors, and our company, collectively as guarantors, entered into an agreement, or the 2024 Credit Agreement, that amends, restates, supersedes and replaces the 2022 Credit Agreement with Bank of America, KeyBank, Citizens Bank and a syndicate of other banks, as lenders, to obtain a credit facility with an aggregate maximum principal amount up to $ 1,150,000,000 , or the 2024 Credit Facility. The 2024 Credit Facility consists of a senior unsecured revolving credit facility in the initial aggregate amount of $ 600,000,000 and a senior unsecured term loan facility in the initial aggregate amount of $ 550,000,000 . Unless defined herein, all capitalized terms under this “2024 Credit Facility” subsection are defined in the 2024 Credit Agreement. Under the terms of the 2024 Credit Agreement, the Revolving Loans mature on February 14, 2028, and may be extended for one 12-month period, subject to the satisfaction of certain conditions, including payment of an extension fee. The Term Loan matures on January 19, 2027, and may not be extended. The maximum principal amount of the 2024 Credit Facility may be increased by an aggregate incremental amount of $ 600,000,000 , subject to: (i) the terms of the 2024 Credit Agreement; and (ii) at least five business days’ prior written notice to Bank of America. The 2024 Credit Facility bears interest at varying rates based upon, at our option, (i) Daily SOFR, plus the Applicable Rate for Daily SOFR Rate Loans or (ii) Term SOFR, plus the Applicable Rate for Term SOFR Rate Loans. If, under the terms of the 2024 Credit Agreement, there is an inability to determine the Daily SOFR or the Term SOFR, then the 2024 Credit Facility will bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate for Base Rate Loans. The loans may be repaid in whole or in part without prepayment premium or penalty, subject to certain conditions. We are required to pay a fee on the unused portion of the lenders’ commitments under the 2024 Credit Agreement computed at (a) 0.25 % per annum if the actual daily Commitment Utilization Percentage for such quarter is less than or equal to 50 % and (b) 0.20 % per annum if the actual daily Commitment Utilization Percentage for such quarter is greater than 50 %, which fee shall be computed on the actual daily amount of the Available Commitments during the period for which payment is made and payable in arrears on a quarterly basis. The 2024 Credit Agreement requires us to add additional subsidiaries as guarantors in the event the value of the assets owned by the subsidiary guarantors falls below a certain threshold as set forth in the 2024 Credit Agreement. In the event of default, Bank of America has the right to terminate the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions under the 2024 Credit Agreement and to accelerate the payment on any unpaid principal amount of all outstanding loans and all interest accrued and unpaid thereon. The 2024 Credit Facility replaces the 2022 Credit Facility. Distributions Declared On March 13, 2024, our board authorized a quarterly distribution of $ 0.25 per share to all of our stockholders of record as of the close of business on March 28, 2024. The distribution for the quarter commencing January 1, 2024 to March 31, 2024, which will be paid on or about April 19, 2024, represents an annualized distribution rate of $ 1.00 per share. 171 Table of Contents AMERICAN HEALTHCARE REIT, INC. SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2023 (in thousands) Initial Cost to Company Gross Amount of Which Carried at Close of Period(f) Description(a) Encumbrances Land and Improvements Buildings and Improvements Cost Capitalized Subsequent to Acquisition(b) Land and Improvements Buildings and Improvements Total(e) Accumulated Depreciation (g)(h) Date of Construction Date Acquired Wichita KS OM (Outpatient Medical) Wichita, KS $ — $ 943 $ 6,288 $ 812 $ 943 $ 7,100 $ 8,043 $ ( 2,316 ) 1980/1996 09/04/14 Delta Valley ALF Portfolio (SHOP) Batesville, MS — 331 5,103 ( 335 ) 331 4,768 5,099 ( 1,295 ) 1999/2005 09/11/14 Cleveland, MS — 348 6,369 ( 921 ) 355 5,441 5,796 ( 1,460 ) 2004 09/11/14 Springdale, AR — 891 6,538 ( 705 ) 891 5,833 6,724 ( 1,502 ) 1998/2005 01/08/15 Lee’s Summit MO OM (Outpatient Medical) Lee’s Summit, MO — 1,045 5,068 1,530 1,045 6,598 7,643 ( 2,190 ) 2006 09/18/14 Carolina Commons OM (Outpatient Medical) Indian Land, SC — 1,028 9,430 4,931 1,028 14,361 15,389 ( 4,378 ) 2009 10/15/14 Mount Olympia OM Portfolio (Outpatient Medical) Mount Dora, FL — 393 5,633 — 393 5,633 6,026 ( 1,576 ) 2009 12/04/14 Southlake TX Hospital (Hospital) Southlake, TX 91,601 5,089 108,517 — 5,089 108,517 113,606 ( 26,425 ) 2013 12/04/14 East Texas OM Portfolio (Outpatient Medical) Longview, TX — — 19,942 9,079 — 29,021 29,021 ( 6,397 ) 2008 12/12/14 Longview, TX — 759 1,696 140 759 1,836 2,595 ( 912 ) 1998 12/12/14 Longview, TX — — 8,027 1 — 8,028 8,028 ( 2,489 ) 2004 12/12/14 Longview, TX — — 696 41 — 737 737 ( 335 ) 1956 12/12/14 Longview, TX — — 27,601 5,494 — 33,095 33,095 ( 10,359 ) 1985/1993/ 2004 12/12/14 Marshall, TX — 368 1,711 110 368 1,821 2,189 ( 856 ) 1970 12/12/14 Premier OM (Outpatient Medical) Novi, MI — 644 10,420 2,031 644 12,451 13,095 ( 3,808 ) 2006 12/19/14 Independence OM Portfolio (Outpatient Medical) Southgate, KY — 411 11,005 2,530 411 13,535 13,946 ( 4,112 ) 1988 01/13/15 Somerville, MA 28,474 1,509 46,775 6,500 1,509 53,275 54,784 ( 12,866 ) 1985 01/13/15 Verona, NJ — 1,683 9,405 2,409 1,683 11,814 13,497 ( 3,175 ) 1970 01/13/15 172 Table of Contents AMERICAN HEALTHCARE REIT, INC. SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued) December 31, 2023 (in thousands) Initial Cost to Company Gross Amount of Which Carried at Close of Period(f) Description(a) Encumbrances Land and Improvements Buildings and Improvements Cost Capitalized Subsequent to Acquisition(b) Land and Improvements Buildings and Improvements Total(e) Accumulated Depreciation (g)(h) Date of Construction Date Acquired Bronx, NY $ — $ — $ 19,593 $ 3,403 $ — $ 22,996 $ 22,996 $ ( 6,098 ) 1987/1988 01/26/15 King of Prussia PA OM (Outpatient Medical) King of Prussia, PA — 3,427 13,849 6,305 3,427 20,154 23,581 ( 6,232 ) 1946/2000 01/21/15 North Carolina ALF Portfolio (SHOP) Clemmons, NC — 596 13,237 ( 412 ) 596 12,825 13,421 ( 3,296 ) 2014 06/29/15 Garner, NC — 1,723 11,517 196 1,723 11,713 13,436 ( 1,988 ) 2014 03/27/19 Huntersville, NC — 2,033 11,494 95 2,033 11,589 13,622 ( 2,573 ) 2015 01/18/17 Matthews, NC — 949 12,537 ( 5 ) 949 12,532 13,481 ( 2,248 ) 2017 08/30/18 Mooresville, NC — 835 15,894 ( 350 ) 835 15,544 16,379 ( 3,945 ) 2012 01/28/15 Raleigh, NC — 1,069 21,235 ( 429 ) 1,069 20,806 21,875 ( 5,036 ) 2013 01/28/15 Wake Forest, NC — 772 13,596 ( 432 ) 772 13,164 13,936 ( 3,144 ) 2014 06/29/15 Orange Star Medical Portfolio (Outpatient Medical and Hospital) Durango, CO — 623 14,166 483 623 14,649 15,272 ( 3,664 ) 2004 02/26/15 Durango, CO — 788 10,467 1,242 788 11,709 12,497 ( 3,059 ) 2004 02/26/15 Friendswood, TX — 500 7,664 1,114 500 8,778 9,278 ( 2,338 ) 2008 02/26/15 Keller, TX — 1,604 7,912 873 1,604 8,785 10,389 ( 2,453 ) 2011 02/26/15 Wharton, TX — 259 10,590 3,543 259 14,133 14,392 ( 2,978 ) 1987 02/26/15 Kingwood OM Portfolio (Outpatient Medical) Kingwood, TX — 820 8,589 526 820 9,115 9,935 ( 2,475 ) 2005 03/11/15 Kingwood, TX — 781 3,943 64 781 4,007 4,788 ( 1,137 ) 2008 03/11/15 Mt Juliet TN OM (Outpatient Medical) Mount Juliet, TN — 1,188 10,720 516 1,188 11,236 12,424 ( 2,893 ) 2012 03/17/15 Homewood AL OM (Outpatient Medical) Homewood, AL — 405 6,590 ( 665 ) 405 5,925 6,330 ( 1,961 ) 2010 03/27/15 Paoli PA Medical Plaza (Outpatient Medical) Paoli, PA — 2,313 12,447 8,809 2,313 21,256 23,569 ( 6,149 ) 1951 04/10/15 Paoli, PA — 1,668 7,357 2,193 1,668 9,550 11,218 ( 3,123 ) 1975 04/10/15 173 Table of Contents AMERICAN HEALTHCARE REIT, INC. SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued) December 31, 2023 (in thousands) Initial Cost to Company Gross Amount of Which Carried at Close of Period(f) Description(a) Encumbrances Land and Improvements Buildings and Improvements Cost Capitalized Subsequent to Acquisition(b) Land and Improvements Buildings and Improvements Total(e) Accumulated Depreciation (g)(h) Date of Construction Date Acquired Glen Burnie MD OM (Outpatient Medical) Glen Burnie, MD $ — $ 2,692 $ 14,095 $ 4,289 $ 2,692 $ 18,384 $ 21,076 $ ( 5,666 ) 1981 05/06/15 Marietta GA OM (Outpatient Medical) Marietta, GA — 1,347 10,947 749 1,347 11,696 13,043 ( 2,992 ) 2002 05/07/15 Mountain Crest Senior Housing Portfolio (SHOP) Elkhart, IN — 793 6,009 682 793 6,691 7,484 ( 1,960 ) 1997 05/14/15 Elkhart, IN — 782 6,760 819 782 7,579 8,361 ( 2,346 ) 2000 05/14/15 Hobart, IN — 604 11,529 ( 799 ) — 11,334 11,334 ( 3,180 ) 2008 05/14/15 LaPorte, IN — 392 14,894 ( 6,101 ) — 9,185 9,185 ( 4,057 ) 2008 05/14/15 Mishawaka, IN — 3,670 14,416 1,382 3,670 15,798 19,468 ( 4,375 ) 1978 07/14/15 Niles, MI — 404 5,050 802 404 5,852 6,256 ( 1,775 ) 2000 06/11/15 and 11/20/15 Nebraska Senior Housing Portfolio (SHOP) Bennington, NE — 981 20,427 1,418 981 21,845 22,826 ( 5,422 ) 2009 05/29/15 Omaha, NE — 1,274 38,619 1,865 1,274 40,484 41,758 ( 9,569 ) 2000 05/29/15 Pennsylvania Senior Housing Portfolio (SHOP) Bethlehem, PA — 1,542 22,249 1,012 1,542 23,261 24,803 ( 6,340 ) 2005 06/30/15 Boyertown, PA 22,932 480 25,544 814 480 26,358 26,838 ( 6,513 ) 2000 06/30/15 York, PA 12,432 972 29,860 1,560 972 31,420 32,392 ( 7,417 ) 1986 06/30/15 Southern Illinois OM Portfolio (Outpatient Medical) Waterloo, IL — 94 1,977 — 94 1,977 2,071 ( 595 ) 2015 07/01/15 Waterloo, IL — 738 6,332 588 738 6,920 7,658 ( 2,010 ) 1995 07/01/15, 12/19/17 and 04/17/18 Waterloo, IL — 200 2,648 ( 69 ) 200 2,579 2,779 ( 707 ) 2011 07/01/15 Napa Medical Center (Outpatient Medical) Napa, CA — 1,176 13,328 2,223 1,176 15,551 16,727 ( 4,695 ) 1980 07/02/15 Chesterfield Corporate Plaza (Outpatient Medical) Chesterfield, MO — 8,030 24,533 3,617 8,030 28,150 36,180 ( 9,020 ) 1989 08/14/15 174 Table of Contents AMERICAN HEALTHCARE REIT, INC. SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued) December 31, 2023 (in thousands) Initial Cost to Company Gross Amount of Which Carried at Close of Period(f) Description(a) Encumbrances Land and Improvements Buildings and Improvements Cost Capitalized Subsequent to Acquisition(b) Land and Improvements Buildings and Improvements Total(e) Accumulated Depreciation (g)(h) Date of Construction Date Acquired Richmond VA ALF (SHOP) North Chesterfield, VA $ — $ 2,146 $ 56,671 $ 1,237 $ 2,146 $ 57,908 $ 60,054 $ ( 12,955 ) 2009 09/11/15 Crown Senior Care Portfolio (Senior Housing) Peel, Isle of Man — 1,164 6,952 82 1,164 7,034 8,198 ( 1,736 ) 2015 09/15/15 St. Albans, UK — 1,174 12,344 681 1,174 13,025 14,199 ( 3,224 ) 2015 10/08/15 Salisbury, UK — 1,248 11,986 55 1,248 12,041 13,289 ( 2,961 ) 2015 12/08/15 Aberdeen, UK — 2,025 6,037 337 2,025 6,374 8,399 ( 1,266 ) 1986 11/15/16 Felixstowe, UK — 704 5,800 514 704 6,314 7,018 ( 1,328 ) 2010/2011 11/15/16 Felixstowe, UK — 531 2,542 343 531 2,885 3,416 ( 681 ) 2010/2011 11/15/16 Washington DC SNF (Skilled Nursing) Washington, DC 60,100 1,194 34,200 — 1,194 34,200 35,394 ( 9,056 ) 1983 10/29/15 Stockbridge GA OM II (Outpatient Medical) Stockbridge, GA — 499 8,353 1,623 485 9,990 10,475 ( 2,396 ) 2006 12/03/15 Marietta GA OM II (Outpatient Medical) Marietta, GA — 661 4,783 309 661 5,092 5,753 ( 1,298 ) 2007 12/09/15 Lakeview IN Medical Plaza (Outpatient Medical) Indianapolis, IN 20,155 2,375 15,911 9,762 2,375 25,673 28,048 ( 7,326 ) 1987 01/21/16 Pennsylvania Senior Housing Portfolio II (SHOP) Palmyra, PA 19,114 835 24,424 703 835 25,127 25,962 ( 6,528 ) 2007 02/01/16 Snellville GA OM (Outpatient Medical) Snellville, GA — 332 7,781 2,329 332 10,110 10,442 ( 2,285 ) 2005 02/05/16 Stockbridge GA OM III (Outpatient Medical) Stockbridge, GA — 606 7,924 1,946 606 9,870 10,476 ( 2,453 ) 2007 03/29/16 Joplin MO OM (Outpatient Medical) Joplin, MO — 1,245 9,860 200 1,245 10,060 11,305 ( 2,727 ) 2000 05/10/16 Austell GA OM (Outpatient Medical) Austell, GA — 663 10,547 224 663 10,771 11,434 ( 2,467 ) 2008 05/25/16 175 Table of Contents AMERICAN HEALTHCARE REIT, INC. SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued) December 31, 2023 (in thousands) Initial Cost to Company Gross Amount of Which Carried at Close of Period(f) Description(a) Encumbrances Land and Improvements Buildings and Improvements Cost Capitalized Subsequent to Acquisition(b) Land and Improvements Buildings and Improvements Total(e) Accumulated Depreciation (g)(h) Date of Construction Date Acquired Middletown OH OM (Outpatient Medical) Middletown, OH $ — $ — $ 17,389 $ 3,242 $ — $ 20,631 $ 20,631 $ ( 4,206 ) 2007 06/16/16 Fox Grape SNF Portfolio (Skilled Nursing) Braintree, MA — 1,844 10,847 31 1,844 10,878 12,722 ( 2,327 ) 2015 07/01/16 Brighton, MA — 779 2,661 475 779 3,136 3,915 ( 702 ) 1982 07/01/16 Duxbury, MA — 2,921 11,244 1,933 2,921 13,177 16,098 ( 3,155 ) 1983 07/01/16 Hingham, MA — 2,316 17,390 ( 166 ) 2,316 17,224 19,540 ( 3,670 ) 1990 07/01/16 Quincy, MA 13,329 3,537 13,697 459 3,537 14,156 17,693 ( 2,930 ) 1995 11/01/16 Voorhees NJ OM (Outpatient Medical) Voorhees, NJ — 1,727 8,451 2,655 1,727 11,106 12,833 ( 2,845 ) 2008 07/08/16 Norwich CT OM Portfolio (Outpatient Medical) Norwich, CT — 403 1,601 1,234 403 2,835 3,238 ( 1,050 ) 2014 12/16/16 Norwich, CT — 804 12,094 1,265 804 13,359 14,163 ( 2,882 ) 1999 12/16/16 Middletown OH OM II (Outpatient Medical) Middletown, OH — — 3,949 683 — 4,632 4,632 ( 791 ) 2007 12/20/17 Homewood Health Campus (ISHC) Lebanon, IN 8,354 973 9,702 2,467 1,100 12,042 13,142 ( 2,334 ) 2000 12/01/15 Ashford Place Health Campus (ISHC) Shelbyville, IN 5,663 664 12,662 1,412 857 13,881 14,738 ( 3,100 ) 2004 12/01/15 Mill Pond Health Campus (ISHC) Greencastle, IN 6,701 1,576 8,124 727 1,629 8,798 10,427 ( 1,905 ) 2005 12/01/15 St. Andrews Health Campus (ISHC) Batesville, IN 4,228 552 8,213 705 772 8,698 9,470 ( 1,964 ) 2005 12/01/15 Hampton Oaks Health Campus (ISHC) Scottsburg, IN 5,952 720 8,145 824 845 8,844 9,689 ( 2,023 ) 2006 12/01/15 Forest Park Health Campus (ISHC) Richmond, IN 6,500 535 9,399 893 647 10,180 10,827 ( 2,281 ) 2007 12/01/15 The Maples at Waterford Crossing (ISHC) Goshen, IN 5,533 344 8,027 1,989 363 9,997 10,360 ( 1,753 ) 2006 12/01/15 Morrison Woods Health Campus (ISHC) Muncie, IN 26,888 1,903 21,806 1,414 1,922 23,201 25,123 ( 4,039 ) 2008/2022 12/01/15, 09/14/16 and 03/03/21 176 Table of Contents AMERICAN HEALTHCARE REIT, INC. SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued) December 31, 2023 (in thousands) Initial Cost to Company Gross Amount of Which Carried at Close of Period(f) Description(a) Encumbrances Land and Improvements Buildings and Improvements Cost Capitalized Subsequent to Acquisition(b) Land and Improvements Buildings and Improvements Total(e) Accumulated Depreciation (g)(h) Date of Construction Date Acquired Woodbridge Health Campus (ISHC) Logansport, IN $ 7,910 $ 228 $ 11,812 $ 536 $ 262 $ 12,314 $ 12,576 $ ( 2,687 ) 2003 12/01/15 Bridgepointe Health Campus (ISHC) Vincennes, IN 6,775 747 7,469 2,004 909 9,311 10,220 ( 1,892 ) 2002/2022 12/01/15 Greenleaf Living Center (ISHC) Elkhart, IN 10,851 492 12,157 1,234 521 13,362 13,883 ( 2,854 ) 2000 12/01/15 Forest Glen Health Campus (ISHC) Springfield, OH 9,056 846 12,754 1,195 1,055 13,740 14,795 ( 3,062 ) 2007 12/01/15 The Meadows of Kalida Health Campus (ISHC) Kalida, OH 7,492 298 7,628 598 394 8,130 8,524 ( 1,726 ) 2007 12/01/15 The Heritage (ISHC) Findlay, OH 12,311 1,312 13,475 730 1,434 14,083 15,517 ( 3,105 ) 1975 12/01/15 Genoa Retirement Village (ISHC) Genoa, OH 7,911 881 8,113 1,728 1,054 9,668 10,722 ( 2,059 ) 1985 12/01/15 Waterford Crossing (ISHC) Goshen, IN 7,581 344 4,381 1,001 349 5,377 5,726 ( 1,197 ) 2004 12/01/15 St. Elizabeth Healthcare (ISHC) Delphi, IN 8,351 522 5,463 5,490 643 10,832 11,475 ( 2,255 ) 1986 12/01/15 Cumberland Pointe (ISHC) West Lafayette, IN 8,846 1,645 13,696 818 1,905 14,254 16,159 ( 3,480 ) 1980 12/01/15 Franciscan Healthcare Center (ISHC) Louisville, KY 9,922 808 8,439 3,218 915 11,550 12,465 ( 2,535 ) 1975 12/01/15 Blair Ridge Health Campus (ISHC) Peru, IN 7,311 734 11,648 1,041 789 12,634 13,423 ( 3,119 ) 2001 12/01/15 Glen Oaks Health Campus (ISHC) New Castle, IN 4,855 384 8,189 504 419 8,658 9,077 ( 1,756 ) 2011 12/01/15 Covered Bridge Health Campus (ISHC) Seymour, IN (c) 386 9,699 927 45 10,967 11,012 ( 2,407 ) 2002 12/01/15 Stonebridge Health Campus (ISHC) Bedford, IN 9,409 1,087 7,965 2,223 1,144 10,131 11,275 ( 1,958 ) 2004 12/01/15 RiverOaks Health Campus (ISHC) Princeton, IN 14,018 440 8,953 2,557 764 11,186 11,950 ( 2,187 ) 2004 12/01/15 Park Terrace Health Campus (ISHC) Louisville, KY (c) 2,177 7,626 1,749 2,177 9,375 11,552 ( 2,152 ) 1977 12/01/15 Cobblestone Crossing (ISHC) Terre Haute, IN (c) 1,462 13,860 5,892 1,564 19,650 21,214 ( 4,160 ) 2008 12/01/15 177 Table of Contents AMERICAN HEALTHCARE REIT, INC. SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued) December 31, 2023 (in thousands) Initial Cost to Company Gross Amount of Which Carried at Close of Period(f) Description(a) Encumbrances Land and Improvements Buildings and Improvements Cost Capitalized Subsequent to Acquisition(b) Land and Improvements Buildings and Improvements Total(e) Accumulated Depreciation (g)(h) Date of Construction Date Acquired Creasy Springs Health Campus (ISHC) Lafayette, IN $ 15,531 $ 2,111 $ 14,337 $ 6,223 $ 2,512 $ 20,159 $ 22,671 $ ( 4,286 ) 2010 12/01/15 Avalon Springs Health Campus (ISHC) Valparaiso, IN 16,894 1,542 14,107 277 1,607 14,319 15,926 ( 3,092 ) 2012 12/01/15 Prairie Lakes Health Campus (ISHC) Noblesville, IN 8,525 2,204 13,227 623 2,342 13,712 16,054 ( 2,937 ) 2010 12/01/15 RidgeWood Health Campus (ISHC) Lawrenceburg, IN 13,278 1,240 16,118 437 1,268 16,527 17,795 ( 3,483 ) 2009 12/01/15 Westport Place Health Campus (ISHC) Louisville, KY (c) 1,245 9,946 1,299 1,262 11,228 12,490 ( 2,229 ) 2011 12/01/15 Paddock Springs (ISHC) Warsaw, IN 13,195 488 — 10,638 660 10,466 11,126 ( 1,437 ) 2019 02/14/19 Amber Manor Care Center (ISHC) Petersburg, IN 5,390 446 6,063 538 515 6,532 7,047 ( 1,506 ) 1990 12/01/15 The Meadows of Leipsic Health Campus (ISHC) Leipsic, OH (c) 1,242 6,988 967 1,428 7,769 9,197 ( 1,803 ) 1986 12/01/15 Springview Manor (ISHC) Lima, OH (c) 260 3,968 649 408 4,469 4,877 ( 986 ) 1978 12/01/15 Willows at Bellevue (ISHC) Bellevue, OH 15,821 587 15,575 1,530 790 16,902 17,692 ( 3,726 ) 2008 12/01/15 Briar Hill Health Campus (ISHC) North Baltimore, OH (c) 673 2,688 569 756 3,174 3,930 ( 793 ) 1977 12/01/15 Cypress Pointe Health Campus (ISHC) Englewood, OH (c) 921 10,291 11,066 1,850 20,428 22,278 ( 3,277 ) 2010 12/01/15 The Oaks at NorthPointe Woods (ISHC) Battle Creek, MI (c) 567 12,716 240 571 12,952 13,523 ( 2,741 ) 2008 12/01/15 Westlake Health Campus (ISHC) Commerce, MI 13,809 815 13,502 202 547 13,972 14,519 ( 2,953 ) 2011 12/01/15 Springhurst Health Campus (ISHC) Greenfield, IN 19,200 931 14,114 4,170 2,330 16,885 19,215 ( 4,357 ) 2007 12/01/15 and 05/16/17 Glen Ridge Health Campus (ISHC) Louisville, KY (c) 1,208 9,771 2,569 1,402 12,146 13,548 ( 2,769 ) 2006 12/01/15 St. Mary Healthcare (ISHC) Lafayette, IN 5,058 348 2,710 344 393 3,009 3,402 ( 694 ) 1969 12/01/15 The Oaks at Woodfield (ISHC) Grand Blanc, MI 14,880 897 12,270 676 1,130 12,713 13,843 ( 2,790 ) 2012 12/01/15 178 Table of Contents AMERICAN HEALTHCARE REIT, INC. SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued) December 31, 2023 (in thousands) Initial Cost to Company Gross Amount of Which Carried at Close of Period(f) Description(a) Encumbrances Land and Improvements Buildings and Improvements Cost Capitalized Subsequent to Acquisition(b) Land and Improvements Buildings and Improvements Total(e) Accumulated Depreciation (g)(h) Date of Construction Date Acquired Stonegate Health Campus (ISHC) Lapeer, MI $ 10,976 $ 538 $ 13,159 $ 406 $ 717 $ 13,386 $ 14,103 $ ( 2,930 ) 2012 12/01/15 Senior Living at Forest Ridge (ISHC) New Castle, IN (c) 204 5,470 363 325 5,712 6,037 ( 1,255 ) 2005 12/01/15 River Terrace Health Campus (ISHC) Madison, IN (c) — 13,378 4,346 76 17,648 17,724 ( 3,966 ) 2016 03/28/16 St. Charles Health Campus (ISHC) Jasper, IN 11,053 467 14,532 2,404 558 16,845 17,403 ( 3,690 ) 2000 06/24/16 and 06/30/16 Bethany Pointe Health Campus (ISHC) Anderson, IN 18,945 2,337 26,524 2,812 2,550 29,123 31,673 ( 6,509 ) 1999 06/30/16 River Pointe Health Campus (ISHC) Evansville, IN 13,606 1,118 14,736 1,998 1,204 16,648 17,852 ( 3,802 ) 1999 06/30/16 Waterford Place Health Campus (ISHC) Kokomo, IN 14,404 1,219 18,557 6,653 1,805 24,624 26,429 ( 4,680 ) 2000/2022 06/30/16 Autumn Woods Health Campus (ISHC) New Albany, IN (c) 1,016 13,414 1,850 1,048 15,232 16,280 ( 3,710 ) 2000 06/30/16 Oakwood Health Campus (ISHC) Tell City, IN 8,842 783 11,880 1,396 868 13,191 14,059 ( 3,191 ) 2000 06/30/16 Cedar Ridge Health Campus (ISHC) Cynthiana, KY (c) 102 8,435 3,745 205 12,077 12,282 ( 3,276 ) 2005 06/30/16 Aspen Place Health Campus (ISHC) Greensburg, IN 9,188 980 10,970 963 1,212 11,701 12,913 ( 2,669 ) 2012 08/16/16 The Willows at East Lansing (ISHC) East Lansing, MI 15,878 1,449 15,161 1,681 1,496 16,795 18,291 ( 3,940 ) 2014 08/16/16 The Willows at Howell (ISHC) Howell, MI (c) 1,051 12,099 6,763 1,158 18,755 19,913 ( 3,429 ) 2015 08/16/16 The Willows at Okemos (ISHC) Okemos, MI 7,277 1,171 12,326 1,045 1,229 13,313 14,542 ( 3,139 ) 2014 08/16/16 Shelby Crossing Health Campus (ISHC) Macomb, MI 16,686 2,533 18,440 2,404 2,620 20,757 23,377 ( 5,154 ) 2013 08/16/16 Village Green Healthcare Center (ISHC) Greenville, OH 6,763 355 9,696 1,175 448 10,778 11,226 ( 2,314 ) 2014 08/16/16 The Oaks at Northpointe (ISHC) Zanesville, OH (c) 624 11,665 1,106 722 12,673 13,395 ( 2,973 ) 2013 08/16/16 The Oaks at Bethesda (ISHC) Zanesville, OH 4,417 714 10,791 949 812 11,642 12,454 ( 2,635 ) 2013 08/16/16 179 Table of Contents AMERICAN HEALTHCARE REIT, INC. SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued) December 31, 2023 (in thousands) Initial Cost to Company Gross Amount of Which Carried at Close of Period(f) Description(a) Encumbrances Land and Improvements Buildings and Improvements Cost Capitalized Subsequent to Acquisition(b) Land and Improvements Buildings and Improvements Total(e) Accumulated Depreciation (g)(h) Date of Construction Date Acquired White Oak Health Campus (ISHC) Monticello, IN $ 20,088 $ 1,005 $ 13,207 $ 208 $ 1,005 $ 13,415 $ 14,420 $ ( 2,173 ) 2010 09/23/16 and 07/30/20 Woodmont Health Campus (ISHC) Boonville, IN 7,584 790 9,633 1,236 1,010 10,649 11,659 ( 2,547 ) 2000 02/01/17 Silver Oaks Health Campus (ISHC) Columbus, IN (c) 1,776 21,420 1,499 8 24,687 24,695 ( 5,513 ) 2001 02/01/17 Thornton Terrace Health Campus (ISHC) Hanover, IN 5,375 764 9,209 1,601 873 10,701 11,574 ( 2,386 ) 2003 02/01/17 The Willows at Hamburg (ISHC) Lexington, KY 11,192 1,740 13,422 1,676 1,810 15,028 16,838 ( 2,912 ) 2012 02/01/17 The Lakes at Monclova (ISHC) Monclova, OH 19,130 2,869 12,855 10,302 3,186 22,840 26,026 ( 3,884 ) 2013 12/01/17 The Willows at Willard (ISHC) Willard, OH (c) 610 12,256 10,003 223 22,646 22,869 ( 4,267 ) 2012 02/01/17 Westlake Health Campus — Commerce Villa (ISHC) Commerce, MI (c) 261 6,610 1,270 553 7,588 8,141 ( 1,458 ) 2017 11/17/17 Orchard Grove Health Campus (ISHC) Romeo, MI 27,515 2,065 11,510 18,156 3,515 28,216 31,731 ( 3,902 ) 2016 07/20/18 and 11/30/17 The Meadows of Ottawa (ISHC) Ottawa, OH — 695 7,752 1,168 728 8,887 9,615 ( 1,729 ) 2014 12/15/17 Valley View Healthcare Center (ISHC) Fremont, OH 10,237 930 7,635 1,546 1,107 9,004 10,111 ( 1,353 ) 2017 07/20/18 Novi Lakes Health Campus (ISHC) Novi, MI 12,154 1,654 7,494 2,770 1,702 10,216 11,918 ( 2,420 ) 2016 07/20/18 The Willows at Fritz Farm (ISHC) Lexington, KY 8,918 1,538 8,637 455 1,563 9,067 10,630 ( 1,316 ) 2017 07/20/18 Trilogy Real Estate Gahanna, LLC (ISHC) Gahanna, OH (c) 1,146 — 16,745 1,218 16,673 17,891 ( 1,361 ) 2020 11/13/20 Oaks at Byron Center (ISHC) Byron Center, MI 14,264 2,000 — 15,932 2,193 15,739 17,932 ( 1,517 ) 2020 07/08/20 Harrison Springs Health Campus (ISHC) Corydon, IN (c) 2,017 11,487 5,933 2,305 17,132 19,437 ( 1,775 ) 2016/2022 09/05/19 180 Table of Contents AMERICAN HEALTHCARE REIT, INC. SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued) December 31, 2023 (in thousands) Initial Cost to Company Gross Amount of Which Carried at Close of Period(f) Description(a) Encumbrances Land and Improvements Buildings and Improvements Cost Capitalized Subsequent to Acquisition(b) Land and Improvements Buildings and Improvements Total(e) Accumulated Depreciation (g)(h) Date of Construction Date Acquired The Cloister at Silvercrest (ISHC) New Albany, IN (c) $ 139 $ 634 $ 6 $ 139 $ 640 $ 779 $ ( 70 ) 1940 10/01/19 Trilogy Healthcare of Ferdinand II, LLC (ISHC) Ferdinand, IN 16,805 — — 14,619 — 14,619 14,619 ( 1,541 ) 2019 11/19/19 Forest Springs Health Campus (ISHC) Louisville, KY (c) 964 16,691 363 1,000 17,018 18,018 ( 1,654 ) 2015 07/30/20 Gateway Springs Health Campus (ISHC) Hamilton, OH 11,505 1,277 10,923 1,615 1,431 12,384 13,815 ( 1,016 ) 2020 12/28/20 Orchard Pointe Health Campus (ISHC) Kendallville, IN 10,176 1,806 9,243 15 1,806 9,258 11,064 ( 1,003 ) 2016 01/19/21 The Meadows of Delphos (ISHC) Delphos, OH 9,330 2,345 8,150 98 2,382 8,211 10,593 ( 1,140 ) 2018 01/19/21 The Springs of Lima (ISHC) Lima, OH 10,765 2,397 9,638 50 2,403 9,682 12,085 ( 1,216 ) 2018 01/19/21 Wooded Glen (ISHC) Springfield, OH 14,450 2,803 11,928 15 2,803 11,943 14,746 ( 1,436 ) 2018 01/19/21 The Lakes of Sylvania (ISHC) Sylvania, OH 19,493 3,208 15,059 232 3,265 15,234 18,499 ( 1,869 ) 2017 01/19/21 The Glen (ISHC) Union Township, OH 14,741 2,789 12,343 35 2,789 12,378 15,167 ( 1,431 ) 2018 01/19/21 Harrison Trial Health Campus (ISHC) Harrison, OH 15,632 1,750 17,114 86 2,048 16,902 18,950 ( 1,266 ) 2021 04/28/21 The Oaks of Belmont (ISHC) Grand Rapids, MI 14,795 767 17,043 192 1,068 16,934 18,002 ( 1,349 ) 2021 03/13/21 Cedar Creek Health Campus (ISHC) Lowell, IN (c) 2,326 12,650 770 2,864 12,882 15,746 ( 833 ) 2014 07/07/21 Charlottesville OM (Outpatient Medical) Charlottesville, VA — 4,902 19,741 785 4,902 20,526 25,428 ( 1,652 ) 2001 10/01/21 Rochester Hills OM (Outpatient Medical) Rochester Hills, MI 1,813 2,218 8,380 947 2,218 9,327 11,545 ( 918 ) 1990 10/01/21 Cullman OM III (Outpatient Medical) Cullman, AL — — 19,224 ( 587 ) — 18,637 18,637 ( 1,080 ) 2010 10/01/21 Iron OM Portfolio (Outpatient Medical) Cullman, AL — — 14,799 1,382 — 16,181 16,181 ( 1,552 ) 1994 10/01/21 Cullman, AL — — 12,287 438 — 12,725 12,725 ( 1,071 ) 1998 10/01/21 181 Table of Contents AMERICAN HEALTHCARE REIT, INC. SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued) December 31, 2023 (in thousands) Initial Cost to Company Gross Amount of Which Carried at Close of Period(f) Description(a) Encumbrances Land and Improvements Buildings and Improvements Cost Capitalized Subsequent to Acquisition(b) Land and Improvements Buildings and Improvements Total(e) Accumulated Depreciation (g)(h) Date of Construction Date Acquired Sylacauga, AL $ — $ — $ 11,273 $ 2,161 $ — $ 13,434 $ 13,434 $ ( 976 ) 1997 10/01/21 Mint Hill OM (Outpatient Medical) Mint Hill, NC — — 24,110 ( 26 ) — 24,084 24,084 ( 1,981 ) 2007 10/01/21 Lafayette Assisted Living Portfolio (SHOP) Lafayette, LA — 1,206 9,076 697 1,206 9,773 10,979 ( 569 ) 1996 10/01/21 Lafayette, LA — 1,039 4,684 255 1,039 4,939 5,978 ( 316 ) 2014 10/01/21 Battle Creek OM (Outpatient Medical) Battle Creek, MI — 1,156 7,910 10 1,156 7,920 9,076 ( 855 ) 1996 10/01/21 Reno OM (Outpatient Medical) Reno, NV — — 82,515 735 — 83,250 83,250 ( 6,090 ) 2005 10/01/21 Athens OM Portfolio (Outpatient Medical) Athens, GA — 860 7,989 120 860 8,109 8,969 ( 689 ) 2006 10/01/21 Athens, GA — 1,106 11,531 456 1,106 11,987 13,093 ( 962 ) 2006 10/01/21 SW Illinois Senior Housing Portfolio (Senior Housing) Columbia, IL — 1,117 9,700 — 1,117 9,700 10,817 ( 640 ) 2007 10/01/21 Columbia, IL — 147 2,106 — 147 2,106 2,253 ( 135 ) 1999 10/01/21 Millstadt, IL — 259 3,980 — 259 3,980 4,239 ( 256 ) 2004 10/01/21 Red Bud, IL — 690 5,175 — 690 5,175 5,865 ( 332 ) 2006 10/01/21 Waterloo, IL — 934 8,932 — 934 8,932 9,866 ( 576 ) 2012 10/01/21 Lawrenceville OM (Outpatient Medical) Lawrenceville, GA — 1,663 12,019 250 1,663 12,269 13,932 ( 1,019 ) 2005 10/01/21 Northern California Senior Housing Portfolio (SHOP