American Healthcare REIT (NYSE: AHR) lines up $873M Kensington senior housing acquisition

Rhea-AI Filing Summary

American Healthcare REIT, Inc. agreed to acquire the Kensington Portfolio, a group of eight senior housing communities in California, Maryland, New York and Virginia totaling 745 units, for an aggregate purchase price of $873,000,000, subject to prorations and adjustments. The assets are being purchased through three related purchase agreements with various Kensington-affiliated sellers.

The buyer must place deposits totaling $8,730,000 into escrow within three business days of August 10, 2026; these deposits are generally non‑refundable but credit the purchase price and may be returned in specified casualty, condemnation, default or closing‑condition scenarios. The Portfolio Agreement targets an Initial Closing on September 1, 2026, with a one‑time extension option to October 15, 2026. The Kensington Park closing depends on lender consent to an existing $56,460,000 mortgage or, absent consent, a later closing date without assuming that loan. The Bethesda closing depends on the property achieving a defined minimum annualized net operating income for three consecutive months. The company plans to finance the transaction with a mix of equity offerings, borrowings under its credit agreement, assumption of debt and cash on hand, and notes that all closings remain subject to substantial conditions and may not occur.

Positive

• $873,000,000 senior housing acquisition expands American Healthcare REIT’s portfolio by eight communities with 745 units across four states, signaling a significant planned growth investment in its core asset class.
• Structured financing flexibility, including equity offerings, credit facility borrowings, debt assumption and cash, provides multiple potential capital sources to complete the Kensington Portfolio transaction.

Negative

• Completion risk is highlighted: the company discloses that the Initial, Kensington Park and Bethesda closings may not occur, with substantial conditions including lender consent and a Stabilization Condition on net operating income.
• Non‑refundable escrow deposits of $8,730,000 are subject to forfeiture as liquidated damages if the buyer defaults and fails to close for reasons not covered by specified termination protections.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Key Figures

Aggregate purchase price: $873,000,000 Senior housing units acquired: 745 units Escrow deposits: $8,730,000 +2 more

5 metrics

Aggregate purchase price $873,000,000 Price for Kensington Portfolio of eight senior housing communities

Senior housing units acquired 745 units Total units across eight Kensington Portfolio communities

Escrow deposits $8,730,000 Aggregate deposits due within three business days of August 10, 2026

Existing mortgage loan $56,460,000 Original principal amount of existing Kensington Park mortgage loan

Initial Closing target date September 1, 2026 Scheduled closing date for Portfolio Agreement, extendable to October 15, 2026

Key Terms

Initial Closing, Stabilization Condition, Lender Consent, liquidated damages, +1 more

5 terms

Initial Closing financial

"The Portfolio Agreement provides for closing on September 1, 2026, or the Initial Closing."

Stabilization Condition financial

"closing five business days after the satisfaction or waiver by Buyer of the condition that the property achieves a certified minimum annualized net operating income ... or the Stabilization Condition"

Lender Consent financial

"after the date on which Buyer receives written consent ... from the lender party thereto, or the Lender Consent"

liquidated damages financial

"Sellers shall be entitled to recover as liquidated damages the portion of the deposit"

A pre-agreed sum that one party must pay if it breaks a contract, chosen so both sides avoid arguing over the exact amount of loss later. Think of it like a fixed cancellation fee for a reservation: it makes potential costs predictable. For investors, liquidated damages matter because they create a known financial liability that can affect cash flow, contract risk, balance-sheet exposure and deal valuations.

forward-looking statements regulatory

"Certain statements contained in this on , including statements relating to our expectations regarding the Transaction ... may be considered forward-looking statements"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 08/10/2026 - 04:07 PM Accepted by SEC EDGAR 08/10/2026 - 04:06 PM Learn about SEC filing dates

FAQ

What transaction did American Healthcare REIT (AHR) announce?

American Healthcare REIT agreed to acquire the Kensington Portfolio of eight senior housing communities with 745 units across California, Maryland, New York and Virginia for an aggregate purchase price of $873,000,000, subject to prorations and adjustments.

How much is American Healthcare REIT (AHR) paying for the Kensington Portfolio?

The company plans to pay an aggregate purchase price of $873,000,000 for the Kensington Portfolio. This covers eight senior housing communities totaling 745 units, with the final price subject to prorations and adjustments under the purchase agreements.

What deposits is American Healthcare REIT (AHR) required to fund for this deal?

The buyer must fund escrow deposits totaling $8,730,000 within three business days of August 10, 2026. These deposits become generally non‑refundable on execution but are credited to the purchase price and may be returned in specified termination scenarios.

How will American Healthcare REIT (AHR) finance the Kensington Portfolio acquisition?

The company states it intends to finance the transaction with equity offerings (including forward sale settlements), borrowings under its credit agreement, assumption of debt and cash on hand, without specifying exact allocations among these sources.

What are the key closing conditions and timing for AHR’s Kensington Portfolio deal?

The Initial Closing is targeted for September 1, 2026, with an extension option to October 15, 2026. The Kensington Park closing hinges on lender consent to a $56,460,000 mortgage, while the Bethesda closing depends on a defined Stabilization Condition for net operating income.

What risks did American Healthcare REIT (AHR) highlight about completing this transaction?

The company notes that the transaction is subject to substantial conditions and may not close, citing risks around lender consent, the Stabilization Condition, potential termination of purchase agreements, and possible adverse effects if the transaction is delayed or not completed.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 10, 2026

American Healthcare REIT, Inc.

(Exact name of Registrant as Specified in Its Charter)

Maryland			001-41951	47-2887436
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
18191 Von Karman Avenue, Suite 300
Irvine, California				92612
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 949 270-9200

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		AHR		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On August 10, 2026, or the Effective Date, we, through our operating partnership, American Healthcare REIT Holdings, LP, a Delaware limited partnership, or Buyer, entered into: (i) a purchase agreement, or the Portfolio Agreement, with Kensington Senior Living, LLC, a Virginia limited liability company, or Manager, White Plains Kensington Borrower, LLC, a New York limited liability company, White Plains Kensington, LLC, a New York limited liability company, Kensington SM GP LLC, a California limited liability company, FSDW Redwood City LLC, a California limited liability company, The Kensington of Falls Church, LLC, a Virginia limited liability company, Kensington Redondo Owner LLC, a Virginia limited liability company, and Kensington Reston Owner, LLC, a Virginia limited liability company, or collectively, the Portfolio Sellers; (ii) a purchase agreement, or the Kensington Park Agreement, with Manager and FSP-Kensington, LLC, a Maryland limited liability company, or the Kensington Park Seller; and (iii) a purchase agreement, or the Bethesda Agreement, with Manager and Regency Kensington Bethesda Owner, LLC, a Maryland limited liability company, or the Bethesda Seller and, together with the Portfolio Sellers and the Kensington Park Seller, the Sellers. The Portfolio Agreement, Kensington Park Agreement and Bethesda Agreement are referred to collectively herein as the “Purchase Agreements.” The Purchase Agreements provide for the purchase of certain real property and certain other property and interests relating to the use and operation of eight senior housing communities, as set forth in the Purchase Agreements, located in California, Maryland, New York and Virginia, consisting of 745 units, or collectively, the Kensington Portfolio, for an aggregate purchase price of $873,000,000, subject to prorations and adjustments as set forth in the Purchase Agreements. We are not affiliated with the Manager or the Sellers. The purchase and sale of the Kensington Portfolio and other transactions contemplated by the Purchase Agreements are referred to herein as the “Transaction.”

Pursuant to the Purchase Agreements, Buyer shall put into escrow deposits in the aggregate amount of $8,730,000 within three business days of the Effective Date. The deposits became non-refundable (except as discussed below or otherwise provided in each purchase agreement) upon the execution of the Purchase Agreements and are applicable to the purchase price of the respective purchase agreement. In the event Buyer defaults under any of the Purchase Agreements and has not cured such default within 10 business days after written notice, and such default is the sole reason closing does not occur, Sellers shall be entitled to recover as liquidated damages the portion of the deposit under the Portfolio Agreement, Kensington Park Agreement or Bethesda Agreement, as applicable. The deposit, paid pursuant to a purchase agreement, will be refundable to Buyer if that purchase agreement is terminated: (i) by Buyer pursuant to a default by Sellers or Manager as set forth in the applicable purchase agreement; (ii) by Sellers or Buyer if (a) any portion of a property subject to the respective purchase agreement is damaged or destroyed by any casualty which would cost greater than two percent of the portion of the purchase price allocated to such property to repair, or (b) there is a taking or condemnation that materially restricts access to a property, affects five percent or more of a property, reduces available parking to less than what is required by law, or has a material adverse effect for any period of time after the applicable purchase agreement closing on the use or operation of a property; or (iii) by Buyer if certain conditions to closing described in the Purchase Agreements are not met.

The Portfolio Agreement provides for closing on September 1, 2026, or the Initial Closing. Buyer has a one-time option to extend the Initial Closing until October 15, 2026 by written notice to the Portfolio Sellers at least one business day prior to the then-scheduled Initial Closing date, subject to Buyer’s payment of an additional deposit. Buyer’s obligation to close the Portfolio Agreement is conditioned on, among other conditions set forth in the Portfolio Agreement, the execution and delivery of additional closing documents, including management services agreements between Buyer and Manager for each property in the Kensington Portfolio.

The Kensington Park Agreement provides for closing either: (i) five business days after the date on which Buyer receives written consent to the transfer of property and assumption of the existing mortgage loan payable made in the original principal amount of $56,460,000, or the Existing Loan, from the lender party thereto, or the Lender Consent; or (ii) if the Lender Consent is not obtained on or prior to December 1, 2026, five business days following February 21, 2027 in which event Buyer will not assume the Existing Loan, or the Kensington Park Closing; but in no event will said closing occur prior to September 1, 2026. Kensington Park Seller’s obligation to close is conditioned on, among other conditions to closing described in the Kensington Park Agreement, (i) the consummation of the Initial Closing and (ii) the Bethesda Agreement remaining in full force and effect until the consummation of the Kensington Park Closing. Notwithstanding the foregoing, such conditions may be waived by the Kensington Park Seller.

The Bethesda Agreement provides for closing five business days after the satisfaction or waiver by Buyer of the condition that the property achieves a certified minimum annualized net operating income, as set forth in the Bethesda Agreement, for three consecutive full calendar months, or the Stabilization Condition, but in no event will said closing occur prior to September 1, 2026. If the Stabilization Condition is met or waived, an additional due diligence period of 30 days shall apply, in which the terms of the Bethesda Agreement relating to the due diligence period (including, without limitation, Buyer’s right to terminate the Bethesda Agreement) shall be reinstated and fully applicable, and closing shall occur five business days following the expiration of such reinstated due diligence period, or the Bethesda Closing. Bethesda Seller’s obligation to close is conditioned on, among other conditions to closing described in the Bethesda Agreement, the consummation of the Initial Closing and Kensington Park Closing. Notwithstanding the foregoing, such condition may be waived by the Bethesda Seller.

Each purchase agreement obligates the parties to perform such acts, and to execute, acknowledge and deliver, prior to, at or subsequent to closing of the Transaction, such applications, notices, instruments, documents and other materials as set forth in the Purchase Agreements. The Purchase Agreements also contain additional covenants, representations and warranties and indemnifications that are customary of purchase agreements involving the purchase and sale of real, personal and operating business assets. The material terms of the Purchase Agreements discussed above are qualified in their entirety by the Purchase Agreements, which we expect to file with our Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.

We intend to finance the Transaction with funds raised through equity offerings, including proceeds from the physical settlement of forward sale agreements, borrowings under our credit agreement, assumption of debt, as disclosed above, or cash on hand. We anticipate the Initial Closing to occur in the third quarter of 2026 and the Kensington Park Closing and Bethesda Closing to occur by the end of 2026; however, we can give no assurance that either the Initial Closing, Kensington Park Closing or the Bethesda Closing will occur within this timeframe, or at all. The potential Transaction is subject to substantial conditions to closing.

Forward-Looking Statements

Certain statements contained in this Current Report on Form 8-K, including statements relating to our expectations regarding the Transaction, the Initial Closing, the Kensington Park Closing and the Bethesda Closing, 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. We intend 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,” “target,” “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 Current Report on Form 8-K. Any such forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which we operate and beliefs of, and assumptions made by, our 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 that the Transaction may not be completed in a timely manner or at all, which may adversely affect our business and the price of our common stock; risks related to the satisfaction of the conditions to closing the Transaction, including the Lender Consent and Stabilization Condition, in the anticipated timeframe or at all; the occurrence of any event, change or other circumstance that could give rise to termination of any of the Purchase Agreements; and those risks disclosed in our periodic reports as filed with the Securities and Exchange Commission. Except as required by law, we do not undertake any obligation to update or revise any forward-looking statements contained in this Current Report on Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			American Healthcare REIT, Inc.
Date:	August 10, 2026	By:	/s/ Jeffrey T. Hanson
			Name: Jeffrey T. Hanson Title: Chief Executive Officer and Chairman of the Board of Directors

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