Item 1.01 Entry into a Material Definitive Agreement.
On November 6, 2026, we and American Healthcare REIT Holdings, LP, or our Operating Partnership, entered into an ATM Equity Offering Sales Agreement, or the Sales Agreement, with BofA Securities, Inc., Citigroup Global Markets Inc., Citizens JMP Securities, LLC, Credit Agricole Securities (USA) Inc., Fifth Third Securities, Inc., KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Regions Securities LLC and Truist Securities, Inc., or each, an Agent, and, collectively, the Agents, and the Forward Purchasers (as defined below), providing for the offer and sale of shares of our common stock, $0.01 par value per share, or Common Stock, having an aggregate gross sales price of up to $1,750,000,000, or the Shares, through the Agents, as our sales agents or, if applicable, as forward sellers, or directly to the Agents as principals. Upon entry into the Sales Agreement, we terminated our prior at-the-market offering program and the related ATM Equity Offering Sales Agreement, dated as of February 27, 2026, or the Prior Sales Agreement, entered into with the agents and forward purchasers named therein. At the time of the termination of the Prior Sales Agreement, approximately $170,134,000 remained unsold under the Prior Sales Agreement.
The Shares may be offered and sold in amounts and at times to be determined by us from time to time. Actual offers and sales, if any, will depend on a variety of factors to be determined by us and the Agents from time to time, including, among other things, market conditions, the trading price of the Common Stock, capital needs and determinations by us of the appropriate sources of our funding.
Sales of the Shares, if any, made pursuant to the Sales Agreement may be sold in negotiated transactions, including block trades, or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended, by means of ordinary brokers’ transactions at market prices prevailing at the time of sale, including sales made directly on the New York Stock Exchange, sales made to or through a market maker and sales made through other securities exchanges or electronic communications networks.
The Agents are not required to sell any specific number or dollar amount of Shares but have agreed to use their commercially reasonable efforts, consistent with their normal trading and sales practices, as our sales agents or as forward sellers, and subject to the terms of the Sales Agreement and, in the case of shares offered through such Agents as forward sellers, the relevant forward sale agreement, to sell the shares of Common Stock, as instructed by us and, in the case of shares offered through such Agents as forward sellers, the relevant Forward Purchaser.
The Sales Agreement provides that an Agent will be entitled to a commission that will not exceed, but may be lower than, 2.0% of the gross sales price of all Shares sold through it as Agent. Under the terms of the Sales Agreement, we may also sell Shares to one or more Agents as principal, at a price per share to be agreed upon at the time of sale. If we sell Shares to one or more of the Agents as principal, we will enter into a separate terms agreement with such Agent or Agents, as the case may be, setting forth the terms of such transaction. In connection with each forward sale agreement, the applicable Agent, as forward seller, will receive a commission, in the form of a reduction to the initial forward price under the related forward sale agreement, at a mutually agreed rate that will not exceed, but may be lower than, 2.0% of the gross sales price per share of the borrowed shares of Common Stock sold through such Agent, as forward seller, during the applicable forward selling period for such shares (subject to certain possible adjustments to such gross sales price for daily accruals and any quarterly dividends having an “ex-dividend” date during such forward selling period).
The Sales Agreement contemplates that, in addition to the issuance and sale by us of Shares to or through the Agents, we may enter into separate forward sale agreements with Bank of America, N.A., Citibank, N.A., Citizens JMP Securities, LLC, Crédit Agricole Corporate and Investment Bank, KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC, Royal Bank of Canada, Regions Securities LLC and Truist Bank, or one of their respective affiliates, or, in such capacity, the Forward Purchasers. If we enter into a forward sale agreement with any Forward Purchaser, we expect that such Forward Purchaser (or its affiliate) will attempt to borrow from third parties and sell, through the relevant Agent, acting as sales agent for such Forward Purchaser, shares of Common Stock to hedge such Forward Purchaser’s exposure under such forward sale agreement. We will not receive any proceeds from any sale of Shares borrowed by a Forward Purchaser (or its affiliate) and sold through a forward seller.
We currently expect to fully physically settle each forward sale agreement, if any, with the relevant Forward Purchaser on one or more dates specified by us on or prior to the maturity date of such forward sale agreement. We will generally have the right, subject to certain exceptions, to elect to cash settle or net share settle all or any portion of our obligations under such forward sale agreement. If we elect or are deemed to have elected to physically settle any forward sale agreement by delivering shares of Common Stock, we will receive an amount of cash from the relevant Forward Purchaser equal to the product of (1) the forward price per share under such forward sale agreement and (2) the number of shares of Common Stock as to which we have elected or are deemed to have elected physical settlement, subject to the price adjustment and other provisions of such forward sale agreement. Each forward sale agreement will provide that the forward price will be subject to adjustment on a daily basis based on a floating interest rate factor equal to a specified daily rate less a spread. In addition, the forward price will be subject to decrease on certain dates specified in the relevant forward sale agreement by the amount per share of quarterly dividends we expect to declare on the Common Stock during the term of such forward sale agreement. If the specified daily rate is less than the applicable spread on any day, the interest rate factor will result in a daily reduction of the forward price.
We intend to contribute the net proceeds we receive from the offering and from any forward sale agreement to our Operating Partnership in exchange for units of limited partnership interest in our Operating Partnership, which are redeemable for cash or, at our
