American Healthcare REIT closes 14M-share offering

American Healthcare REIT, Inc. closed a public offering of 14,000,000 shares of its common stock through a forward sale structure.

Rhea-AI Filing Summary

American Healthcare REIT, Inc. closed a public offering of 14,000,000 shares of its common stock through a forward sale structure. BofA Securities acted as underwriter, forward seller, and, through an affiliate, forward purchaser, with a 30-day option to buy up to 2,100,000 additional shares.

Under a forward sale agreement dated May 20, 2026, the forward seller borrowed and sold 14,000,000 shares on May 22, 2026. The company expects to physically settle the agreement by delivering 14,000,000 shares to the forward purchaser by May 20, 2028 in exchange for cash based on the public offering price, less underwriting discounts and subject to adjustments.

The company intends to contribute the net cash from settlement to its operating partnership in exchange for units, and the operating partnership plans to use the funds for general corporate purposes, including potential future investments. The shares were issued under an effective Form S-3 shelf registration.

Insights

REIT capital markets analyst

Forward equity deal raises capital over time with potential dilution.

American Healthcare REIT structured a 14,000,000-share equity raise as a forward sale through BofA Securities. This lets the company time physical settlement of the forward sale agreement through May 20, 2028, aligning capital inflows with future funding needs.

The cash received on settlement will be based on the public offering price, net of underwriting discounts and subject to adjustments, so eventual proceeds depend on settlement mechanics. The company plans to contribute net proceeds to its operating partnership for general corporate purposes and potential investments, which may support growth but also implies future share issuance.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Primary offering size: 14,000,000 shares Underwriter option: 2,100,000 shares Forward settlement deadline: May 20, 2028 +2 more

5 metrics

Primary offering size 14,000,000 shares Common stock offered on a forward basis, closed May 22, 2026

Underwriter option 2,100,000 shares 30-day option for additional common shares

Forward settlement deadline May 20, 2028 Latest date to physically settle forward sale agreement

Par value $0.01 per share Par value of American Healthcare REIT common stock

Form type Form S-3 shelf Effective registration statement used for the offering

Key Terms

underwriting agreement, forward sale agreement, forward seller, forward purchaser, +2 more

6 terms

underwriting agreement financial

"we and American Healthcare REIT Holdings, LP ... entered into an underwriting agreement on May 20, 2026"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

forward sale agreement financial

"we entered into a forward sale agreement, or the Forward Sale Agreement, with the Forward Purchaser"

A forward sale agreement is a contract where a holder of securities or assets agrees to sell them at a fixed price on a specific future date, like a farmer locking in a price for next season’s crop. For investors this matters because it creates predictable future cash or supply and reduces price uncertainty, but it can limit upside if prices rise and introduces risk if the other party fails to deliver or payment affects shareholder value through dilution or financing choices.

forward seller financial

"BofA Securities, Inc., as forward seller, or in such capacity, the Forward Seller"

A forward seller is a party that agrees today to sell an asset at a specific price on a set future date. Think of it like agreeing now to sell your car next year for a locked-in price so you don’t worry about market swings; investors use this to protect against falling prices or to lock in predictable cash flow, but it also creates counterparty and timing risk if market conditions change.

forward purchaser financial

"an affiliate thereof as forward purchaser, or in such capacity, the Forward Purchaser"

A forward purchaser is an investor or firm that signs an agreement to buy a security or asset at a set price on a specified future date, similar to pre-ordering a product today to receive it later. It matters to investors because the contract locks in a future purchase price and creates a binding commitment that can change a company’s future ownership, available shares, or cash flow; if market prices move, the forward purchaser’s gain or loss is determined by that pre-agreed price rather than current market swings.

shelf registration statement regulatory

"pursuant to our effective shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

general corporate purposes financial

"the Operating Partnership intends to use such net proceeds for general corporate purposes, including potential future investments"

"General corporate purposes" refer to the broad range of activities and expenses a company can use its funds for to support its overall operations and growth. This can include things like paying bills, investing in new projects, or strengthening its financial position. For investors, understanding this term helps clarify how a company plans to use its resources to sustain and expand its business over time.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity offering did American Healthcare REIT (AHR) complete?

American Healthcare REIT completed a public offering of 14,000,000 common shares through a forward sale structure. BofA Securities acted as underwriter, forward seller and, via an affiliate, forward purchaser under agreements dated May 20 and closed on May 22, 2026.

How is the American Healthcare REIT (AHR) forward sale agreement structured?

The forward seller borrowed and sold 14,000,000 shares on May 22, 2026 to hedge the forward purchaser’s obligations. The company plans to physically settle by delivering 14,000,000 shares by May 20, 2028 in exchange for cash based on the offering price, less underwriting discounts and adjustments.

What is the 30-day option in American Healthcare REIT’s (AHR) offering?

In connection with the offering, the underwriter received a 30-day option to purchase up to 2,100,000 additional common shares. This over-allotment option provides flexibility to sell more stock if there is sufficient demand after the initial 14,000,000-share forward sale.

How will American Healthcare REIT (AHR) use the cash from the forward sale?

The company intends to contribute net cash proceeds from settling the forward sale agreement to its operating partnership in exchange for partnership units. The operating partnership plans to use these funds for general corporate purposes, including potential future investments in its business.

Under what registration did American Healthcare REIT (AHR) sell these shares?

The shares in the offering were sold under a prospectus supplement and related prospectus filed pursuant to an effective shelf registration statement on Form S-3. This shelf registration allows the company to issue securities like common stock efficiently when market conditions are suitable.

Who are the key counterparties in American Healthcare REIT’s (AHR) offering?

BofA Securities, Inc. served multiple roles as underwriter, forward seller, and, through an affiliate, forward purchaser. The company and its operating partnership entered an underwriting agreement and a separate forward sale agreement with these BofA entities on May 20, 2026.

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

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Accepted by SEC EDGAR 05/22/2026 - 04:15 PM EDT Learn about SEC filing dates

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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): May 20, 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 8.01 Other Events.

On May 22, 2026, we closed the public offering of 14,000,000 shares, or the Offering, of our common stock, $0.01 par value per share, or Common Stock. In connection with the Offering, we and American Healthcare REIT Holdings, LP, or our Operating Partnership, entered into an underwriting agreement on May 20, 2026, or the Underwriting Agreement, with BofA Securities, Inc., as underwriter, or in such capacity, the Underwriter, BofA Securities, Inc., as forward seller, or in such capacity, the Forward Seller, and an affiliate thereof as forward purchaser, or in such capacity, the Forward Purchaser, relating to the offer and sale of 14,000,000 shares of Common Stock, on a forward basis. In connection with the Offering, the underwriter was granted an option for 30 days to purchase up to 2,100,000 additional shares of Common Stock. The Underwriting Agreement contains customary representations, warranties and covenants among the parties. These representations, warranties and covenants are not representations of factual information to investors about us and our Operating Partnership or our or its subsidiaries, and the sale of Common Stock pursuant to the Underwriting Agreement is not a representation that there has not been any change in our condition or that of our Operating Partnership.

In connection with the Offering, on May 20, 2026, we entered into a forward sale agreement, or the Forward Sale Agreement, with the Forward Purchaser.

In the Offering, the Forward Seller borrowed and sold an aggregate of 14,000,000 shares of Common Stock on May 22, 2026 to hedge the Forward Purchaser’s obligations under the Forward Sale Agreement. We intend (subject to our right to elect cash or net share settlement subject to certain conditions) to deliver, upon physical settlement of the Forward Sale Agreement on one or more dates specified by us occurring no later than May 20, 2028 (or if such date is not a trading day, the next following trading day), an aggregate of 14,000,000 shares of Common Stock to the Forward Purchaser in exchange for cash proceeds per share equal to the applicable forward sale price, which will be the public offering price less the underwriting discount and subject to certain adjustments as provided in the Forward Sale Agreement. We intend to contribute the net proceeds from the settlement of the Forward Sale Agreement to the Operating Partnership in exchange for units of limited partnership interest in the Operating Partnership, and the Operating Partnership intends to use such net proceeds for general corporate purposes, including potential future investments.

The shares were offered and sold in the Offering under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to our effective shelf registration statement on Form S-3 (File No. 333-281488).

A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and incorporated herein by reference, and a copy of the Forward Sale Agreement is attached hereto as Exhibit 1.2 and is incorporated herein by reference. The summaries of the Underwriting Agreement and the Forward Sale Agreement set forth herein are qualified in their entirety by reference to these exhibits.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated as of May 20, 2026, among the Company and the Operating Partnership, on the one hand, and BofA Securities, Inc., as Underwriter and Forward Seller, and an affiliate thereof as Forward Purchaser, on the other hand
1.2		Forward Confirmation, dated May 20, 2026, between the Company and BofA Securities, Inc. (or its affiliate)
5.1		Opinion of Venable LLP as to the legality of the Common Stock
23.1		Consent of Venable LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:	May 22, 2026	By:	/s/ Jeffrey T. Hanson
			Name: Jeffrey T. Hanson Title: Interim Chief Executive Officer and President

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-1.1 EX-1.1 389.9 KB
• EX-1.2 EX-1.2 293.8 KB
• EX-5.1 EX-5.1 41.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 24.5 KB