Business Context and Reporting Period
This Form 8-K Current Report was filed by American Healthcare REIT, Inc. on September 2, 2026. The filing primarily addresses executive leadership changes within the company's finance department, specifically the retirement of the outgoing Chief Financial Officer and the appointment of a successor.
Key Financial Metrics
This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, margins, debt levels, or liquidity ratios. The document focuses exclusively on executive compensation and transition arrangements.
Material Changes
The primary material change reported is the leadership transition in the Chief Financial Officer role:
- Departure: Brian S. Peay notified the company of his decision to retire as Chief Financial Officer, effective September 30, 2026.
- Appointment: Aric Chang was appointed as the new Chief Financial Officer, effective October 1, 2026.
- Transition Support: Mr. Peay will serve as a non-employee consultant from his retirement date through April 15, 2027, to support the transition of duties.
Management Commentary, Compensation, and Risks
Compensation for Aric Chang (Incoming CFO):
- Base Salary: $500,000 annually.
- Target Bonus: 100% of base salary, pro-rated for 2026 service.
- Long-Term Incentives: Beginning in 2027, an annual award with a target grant date fair value of $1,000,000 (50% restricted stock units, 50% performance-based restricted stock units).
- Sign-on Bonus: A one-time cash payment of $310,000 payable within 30 days of his start date.
- Severance: Participation in the Executive Severance and Change in Control Plan.
Compensation for Brian S. Peay (Outgoing CFO):
- Consulting Fee: Equal to his base salary through the remainder of 2026.
- Short-Term Incentive: Payout equal to 150% of his 2026 base salary.
- Equity Acceleration: Accelerated vesting of 18,159 shares of restricted stock granted on February 9, 2024.
- Health Benefits: $45,000 reimbursement for expected COBRA premiums.
- Continuing Vesting: Outstanding equity awards will continue to vest during the consulting period.
Risks and Contingencies:
The company explicitly states that Mr. Peay's retirement is not the result of any disagreement with the company regarding operations, policies, or practices. There are no undisclosed arrangements regarding Mr. Chang's selection.
Investor Verification Checklist
- Verify the exact effective dates for the CFO transition (Sept 30, 2026, for retirement; Oct 1, 2026, for appointment).
- Review the attached Exhibit 10.1 (Employment Letter) and Exhibit 10.2 (Transition Agreement) for full legal terms and redacted details.
- Confirm the pro-rated calculation for Mr. Chang's 2026 bonus and the specific vesting schedule for his 2027 long-term incentives.
- Assess the impact of the $310,000 sign-on bonus and the 150% bonus payout to Mr. Peay on the company's 2026 cash flow and compensation expenses.