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
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Date of Report (Date of earliest event reported): August 10, 2026 |
American Healthcare REIT, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Maryland |
001-41951 |
47-2887436 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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18191 Von Karman Avenue, Suite 300 |
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Irvine, California |
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92612 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 949 270-9200 |
(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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share |
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AHR |
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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 August 12, 2026, we closed the public offering of 13,250,000 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 August 10, 2026, or the Underwriting Agreement, with Morgan Stanley & Co. LLC, Citigroup Global Markets Inc. and KeyBanc Capital Markets Inc., as underwriters, or in such capacities, the Underwriters, Morgan Stanley & Co. LLC, Citigroup Global Markets Inc. and KeyBanc Capital Markets Inc., as forward sellers, or in such capacities, the Forward Sellers, and their respective affiliates thereof as forward purchasers, or in such capacities, the Forward Purchasers, relating to the offer and sale of 13,250,000 shares of Common Stock, on a forward basis. In connection with the Offering, the Underwriters were granted an option for 30 days to purchase up to 1,987,500 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 August 10, 2026, we entered into separate forward sale agreements, or the Forward Sale Agreements, with each of the Forward Purchasers.
In the Offering, the Forward Sellers borrowed and sold an aggregate of 13,250,000 shares of Common Stock on August 12, 2026 to hedge the Forward Purchasers’ obligations under the Forward Sale Agreements. 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 Agreements on one or more dates specified by us occurring no later than August 10, 2028 (or if such date is not a trading day, the next following trading day), an aggregate of 13,250,000 shares of Common Stock to the Forward Purchasers in exchange for cash proceeds per share equal to the applicable forward sale price, which will be the public offering price less the underwriting discounts and commissions and subject to certain adjustments as provided in the Forward Sale Agreements. We intend to contribute the net proceeds from the settlement of the Forward Sale Agreements 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 our pending acquisition of a portfolio of senior housing properties, as described in the preliminary prospectus supplement relating to the offering, potential future investments and general corporate purposes.
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). An opinion of Venable LLP with respect to the validity of shares of the Common Stock issued and sold in the Offering is filed herewith as Exhibit 5.1.
A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and incorporated herein by reference, and copies of the Forward Sale Agreements are attached hereto as Exhibits 1.2, 1.3 and 1.4 and are incorporated herein by reference. The summaries of the Underwriting Agreement and the Forward Sale Agreements set forth herein are qualified in their entirety by reference to these exhibits.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
1.1 |
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Underwriting Agreement, dated as of August 10, 2026, among American Healthcare REIT, Inc. and the Operating Partnership, on the one hand, and Morgan Stanley & Co. LLC, Citigroup Global Markets Inc. and KeyBanc Capital Markets Inc., as Underwriters and Forward Sellers, and their respective affiliates thereof as Forward Purchasers, on the other hand* |
1.2 |
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Forward Confirmation, dated August 10, 2026, between American Healthcare REIT, Inc. and Morgan Stanley & Co. LLC (or its affiliate)* |
1.3 |
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Forward Confirmation, dated August 10, 2026, between American Healthcare REIT, Inc. and Citigroup Global Markets Inc. (or its affiliate)* |
1.4 |
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Forward Confirmation, dated August 10, 2026, between American Healthcare RETI, Inc. and KeyBanc Capital Markets Inc. (or its affiliate)* |
5.1 |
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Opinion of Venable LLP as to the legality of the Common Stock |
23.1 |
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Consent of Venable LLP (included in Exhibit 5.1) |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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* Certain information in this exhibit has been redacted pursuant to Item 601(a)(6) of Regulation S-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.
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American Healthcare REIT, Inc. |
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Date: |
August 12, 2026 |
By: |
/s/ Jeffrey T. Hanson |
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Name: Jeffrey T. Hanson
Title: Chief Executive Officer and Chairman of the Board of Directors |
