American Healthcare REIT Announces Public Offering of Common Stock

Rhea-AI Summary

American Healthcare REIT (NYSE: AHR) commenced an underwritten public offering on November 20, 2025 of 8,100,000 shares of common stock on a forward basis and expects RBC Capital Markets to act as underwriter.

The underwriter has a 30‑day option to purchase up to an additional 1,215,000 shares (bringing the maximum to 9,315,000 shares). The company expects to enter into forward sale agreement(s) with the forward purchaser and to physically settle those agreements within approximately 18 months of the prospectus supplement.

The forward purchaser may borrow and sell the shares to the underwriter; the company will not receive proceeds from shares sold by the forward purchaser but expects to contribute any net proceeds from settlement to its operating partnership for general corporate purposes, including potential future investments.

Positive

• Forward sale structure provides potential net proceeds at settlement
• Net proceeds expected to be deployed to operating partnership for general corporate purposes

Negative

• Potential issuance of up to 9,315,000 shares if option exercised
• Physical settlement expected within ~18 months, creating delayed dilution timing

Insights

Capital Markets Strategist

Announced forward sale of up to 9,315,000 shares with physical settlement expected within about 18 months.

The company has commenced an underwritten offering on a forward basis for 8,100,000 shares, with a 30-day underwriter option for an additional 1,215,000 shares. The forward purchaser will initially source shares by borrowing and selling to the underwriter; if that fails the Company will issue the shortfall shares directly to the underwriter.

Cash flows are structured so the Company will not receive proceeds from the initial borrow/sale, but expects net proceeds upon physical settlement and intends to contribute those proceeds to its operating partnership for general corporate purposes and potential investments. Physical settlement is expected within approximately 18 months, making that the primary near-term milestone to monitor.

IRVINE, Calif., Nov. 20, 2025 /PRNewswire/ -- American Healthcare REIT, Inc. (NYSE: AHR; the "Company") announced today that it has commenced an underwritten public offering of 8,100,000 shares of its common stock on a forward basis in connection with the forward sale agreement described below.

RBC Capital Markets is acting as the underwriter for the offering.

In connection with the offering, the Company expects to enter into a forward sale agreement with RBC Capital Markets (or an affiliate thereof) (the "forward purchaser"), with respect to 8,100,000 shares of the Company's common stock. 

The underwriter expects to be granted a 30-day option, exercisable in whole or in part from time to time, to purchase up to an additional 1,215,000 shares of the Company's common stock. If the option to purchase additional shares of the Company's common stock is exercised, the Company expects to enter into an additional forward sale agreement with the forward purchaser in respect of the number of shares of the Company's common stock that are subject to exercise of the option to purchase additional shares.

In connection with the forward sale agreement and any additional forward sale agreement, the forward purchaser (or its affiliate) is expected to borrow from third parties and sell to the underwriter an aggregate of 8,100,000 shares of the Company's common stock (or an aggregate of 9,315,000 shares of the Company's common stock if the underwriter's option to purchase additional shares is exercised in full). However, the forward purchaser (or its affiliate) is not required to borrow and sell such shares if, after using commercially reasonable efforts, the forward purchaser (or its affiliate) is unable to borrow such shares, or if borrowing costs exceed a specified threshold or if certain specified conditions have not been satisfied. If the forward purchaser (or its affiliate) does not deliver and sell all of the shares of the Company's common stock to be sold by it to the underwriter, the Company will issue and sell to the underwriter a number of shares of its common stock equal to the number of shares that the forward purchaser (or its affiliate) did not deliver and sell, and the number of shares underlying the relevant forward sale agreement or such additional forward sale agreement will be decreased by the number of shares that the Company issues and sells.

Pursuant to the terms of the forward sale agreement and any additional forward sale agreement, and subject to its right to elect cash or net share settlement, the Company intends to issue and sell, upon physical settlement of the forward sale agreement and any additional forward sale agreement, an aggregate of 8,100,000 shares of common stock (or an aggregate of up to 9,315,000 shares of common stock if the underwriter's option to purchase additional shares is exercised in full) to the forward purchaser. The Company expects to physically settle the forward sale agreement and any additional forward sale agreement within approximately 18 months from the date of the prospectus supplement relating to the offering.

The Company will not receive any proceeds from the sale of shares of its common stock by the forward purchaser (or affiliate thereof). The Company expects to contribute any net proceeds from the settlement of the forward sale agreement to the Company's operating partnership in exchange for OP Units, and the Company expects the operating partnership to use such net proceeds for general corporate purposes, including potential future investments.

All of the shares of common stock will be offered pursuant to the Company's effective shelf registration statement filed with the Securities and Exchange Commission (the "SEC"). A preliminary prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC. When available, a copy of the preliminary prospectus supplement and accompanying prospectus relating to the offering may be obtained from RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, NY 10281-8098, Attention: Equity Syndicate, by telephone at 877-822-4089, or by email at equityprospectus@rbccm.com; or by visiting the EDGAR database on the SEC's web site at www.sec.gov.

This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About American Healthcare REIT, Inc.
American Healthcare REIT, Inc. is a real estate investment trust that acquires, owns and operates a diversified portfolio of clinical healthcare real estate, focusing primarily on senior housing communities, skilled nursing facilities, and outpatient medical buildings across the United States, and in the United Kingdom and the Isle of Man.

Forward-Looking Statements
Certain statements contained in this press release may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in those acts. Such forward-looking statements generally can be identified by the use of forward-looking terminology, such as "may," "will," "can," "expect," "intend," "anticipate," "estimate," "believe," "continue," "possible," "initiatives," "focus," "seek," "objective," "goal," "strategy," "plan," "potential," "potentially," "preparing," "projected," "future," "long-term," "once," "should," "could," "would," "might," "uncertainty" or other similar words. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Any such forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which the Company operates, and beliefs of, and assumptions made by, the Company's management and involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied therein, including, without limitation, risks disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, and other periodic reports filed with the Securities and Exchange Commission. Except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statements contained in this release.

Contact:	Alan Peterson
	VP, Investor Relations & Finance
	(949) 270-9200
	investorrelations@ahcreit.com

 

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SOURCE American Healthcare REIT, Inc.

FAQ

How many shares is American Healthcare REIT (AHR) offering in the public offering announced November 20, 2025?

The company commenced an offering of 8,100,000 shares with a 30‑day underwriter option for an additional 1,215,000 shares (up to 9,315,000 total).

Will American Healthcare REIT (AHR) receive proceeds from the shares sold by the forward purchaser?

No; the company will not receive proceeds from shares sold by the forward purchaser, but expects to receive any net proceeds upon physical settlement.

When does American Healthcare REIT (AHR) expect to settle the forward sale agreement?

The company expects to physically settle the forward sale agreement and any additional forward sale agreement within approximately 18 months from the prospectus supplement date.

Who is the underwriter for American Healthcare REIT's (AHR) November 2025 offering?

RBC Capital Markets is acting as the underwriter for the offering.

What will American Healthcare REIT (AHR) use net proceeds from settlement for?

The company expects to contribute net proceeds to its operating partnership for general corporate purposes, including potential future investments.