AHR executes 1.215M-share forward sale after 8.1M-share offering

Rhea-AI Filing Summary

American Healthcare REIT, Inc. entered into an additional forward sale agreement covering 1,215,000 shares of its common stock in connection with the full exercise of the underwriter’s option from a previously closed public offering of 8,100,000 shares. A forward seller borrowed and sold these 1,215,000 shares to hedge the forward purchaser’s obligations.

The company currently plans to deliver 1,215,000 shares to the forward purchaser on one or more dates no later than May 20, 2027, in exchange for cash based on the public offering price, less underwriting discounts and commissions and subject to adjustments. The company intends to contribute the net proceeds to its operating partnership, which plans to use the funds for general corporate purposes, including potential future investments.

Insights

Equity Capital Markets Analyst

AHR locks in additional equity via 1.215M-share forward sale tied to its recent offering.

American Healthcare REIT has activated the full 1,215,000-share over-allotment option linked to its earlier 8,100,000-share common stock offering by entering an additional forward sale agreement with an affiliate of Royal Bank of Canada. The forward seller has already borrowed and sold these shares, so they are in the market, hedging the forward purchaser’s obligations.

Under the agreement, AHR expects to physically settle up to 1,215,000 shares by May 20, 2027, receiving cash per share equal to the original public offering price, less underwriting discounts and commissions, with contractual adjustments. This structure effectively defers equity issuance and cash inflow while providing price linkage to the completed offering.

The company plans to contribute the net proceeds to its operating partnership for general corporate purposes, including potential future investments. The economic impact will ultimately depend on when AHR elects to settle the forward sale and the final adjusted forward price under the agreement’s terms.

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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): November 24, 2025

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.

As previously announced, on November 24, 2025, we closed the public offering of 8,100,000 shares, or the Offering, of our common stock, $0.01 par value per share, or Common Stock. In connection with the Offering, RBC Capital Markets, LLC, as the underwriter, or in such capacity, the Underwriter, forward seller, or in such capacity, the Forward Seller, and an affiliate thereof as forward purchaser, or in such capacity, the Forward Purchaser, was granted an option for 30 days to purchase up to 1,215,000 additional shares of Common Stock.

On November 24, 2025, in connection with the exercise in full of the Underwriter’s option to purchase additional shares, or the option exercise, we entered into an additional forward sale agreement, or the Additional Forward Sale Agreement, with the Forward Purchaser.

In connection with the option exercise, the Forward Seller borrowed and sold an aggregate of 1,215,000 shares of Common Stock on November 26, 2025 to hedge the Forward Purchaser's obligations under the Additional 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 Additional Forward Sale Agreement on one or more dates specified by us occurring no later than May 20, 2027, an aggregate of 1,215,000 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 discounts and commissions and subject to certain adjustments as provided in the Additional Forward Sale Agreement. We intend to contribute the net proceeds from the settlement of the Additional Forward Sale Agreement to American Healthcare REIT Holdings, LP, or our 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 additional shares were offered and sold 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 Additional Forward Sale Agreement is attached hereto as Exhibit 1.1 and incorporated herein by reference. The summary of the Additional Forward Sale Agreement set forth herein is qualified in its entirety by reference to this exhibit.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Forward Confirmation, dated November 24, 2025, between the Company and Royal Bank of Canada (or its affiliate)
5.1		Opinion of Venable LLP as to the legality of the Common Stock (included as Exhibit 5.1 to our Current Report on Form 8-K (File No. 001-41951) filed November 24, 2025 and incorporated herein by reference)
23.1		Consent of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K (File No. 001-41951) filed November 24, 2025 and incorporated herein by reference)
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:	November 26, 2025	By:	/s/ Danny Prosky
			Danny Prosky, Chief Executive Officer and President

FAQ

What did American Healthcare REIT (AHR) announce in this Form 8-K?

American Healthcare REIT reported that, following the full exercise of the underwriter’s option related to a recent public offering, it entered into an additional forward sale agreement covering 1,215,000 shares of its common stock.

How many additional AHR shares are subject to the new forward sale agreement?

The additional forward sale agreement covers 1,215,000 shares of American Healthcare REIT’s common stock.

How does this relate to American Healthcare REIT’s prior public offering?

The additional forward sale agreement is tied to the underwriter’s 30-day option from a previously closed public offering of 8,100,000 shares of common stock, and reflects the underwriter’s exercise in full of that option.

When will American Healthcare REIT deliver the shares under the forward sale agreement?

The company currently intends to physically deliver 1,215,000 shares to the forward purchaser on one or more settlement dates specified by the company, occurring no later than May 20, 2027.

What proceeds will American Healthcare REIT receive from the forward sale agreement?

Upon physical settlement, American Healthcare REIT expects to receive cash per share equal to the public offering price, less underwriting discounts and commissions and subject to certain adjustments under the additional forward sale agreement.

How does American Healthcare REIT plan to use the net proceeds from this transaction?

The company intends to contribute the net proceeds to American Healthcare REIT Holdings, LP, its operating partnership, in exchange for limited partnership units. The operating partnership intends to use the net proceeds for general corporate purposes, including potential future investments.

Under what registration statement were the additional AHR shares offered?

The additional shares were offered and sold under a prospectus supplement and related prospectus filed pursuant to American Healthcare REIT’s effective shelf registration statement on Form S-3 (File No. 333-281488).