AMERICAN HEALTHCARE REIT INC SEC Filings

American Healthcare REIT, Inc. Chief Investment Officer Stefan K.L. Oh received a performance-based restricted stock unit (PRSU) award that vested into 6,370 shares of common stock on March 12, 2026. Each unit converted into one share of common stock under the company’s incentive plan.

To cover related tax obligations, 3,437 shares of common stock were withheld by the company at a price of $52.80 per share. After these compensation-related transactions and tax withholding, Oh directly holds 88,438 shares of common stock, reflecting a net increase in his equity stake.

American Healthcare REIT, Inc. Chief Operating Officer Gabriel M. Willhite reported compensation-related equity activity. On March 12, 2026, 13,534 performance-based restricted stock units vested and converted into 13,534 shares of common stock, following performance goals confirmed as met. These PRSUs were originally granted without cash consideration on April 3, 2023 under the company’s Second Amended and Restated 2015 Incentive Plan. To cover associated tax obligations, 7,302 common shares were withheld by the company at $52.8000 per share, leaving Willhite with 137,584 common shares held directly after the transactions.

American Healthcare REIT, Inc. Chief Financial Officer Brian Peay reported equity compensation activity tied to performance-based restricted stock units. On March 12, 2026, 13,534 restricted stock units, originally granted on April 3, 2023, vested after their performance goals were confirmed as met and converted 1-for-1 into 13,534 shares of common stock. To cover tax obligations from this vesting, 7,302 common shares were withheld by the company at a value of $52.80 per share, a non-market disposition that functions as a tax payment rather than an open-market sale. Following these transactions, Peay holds 163,819 shares of common stock directly and 807 shares indirectly through the Brian and Kristen Peay 2007 Trust.

American Healthcare REIT, Inc. director Danny Prosky reported vesting and settlement of performance-based restricted stock units. On March 12, 2026, 31,846 restricted stock units converted into an equal number of common shares at no cash cost, reflecting the achievement of previously set performance goals.

To cover related tax obligations, the company withheld 17,181 common shares valued at $52.80 per share, a non–open-market disposition. After these transactions, Prosky holds 313,700 shares of common stock directly and 201,403 shares indirectly through the Danny & Zohar Prosky Family Revocable Trust.

American Healthcare REIT, Inc. entered into a new at-the-market equity offering program allowing sales of up to $1.75 billion of common stock through multiple banks acting as agents or forward sellers. This replaces a prior program that had $230,139,575 of capacity remaining when it was terminated.

The company may also use forward sale agreements, under which forward purchasers borrow and sell shares, with the company later choosing physical, cash or net share settlement. Net cash proceeds the company ultimately receives are expected to be contributed to its operating partnership and used for general corporate purposes, including potential debt repayment, working capital, capital expenditures and future investments.

American Healthcare REIT, Inc. entered into an ATM Equity Offering Sales Agreement to offer shares of its common stock having an aggregate gross sales price of up to $1,750,000,000, replacing a prior $1,000,000,000 ATM. Sales may occur from time to time through listed agents and via negotiated or at-the-market transactions.

The company expects to contribute net proceeds to its Operating Partnership in exchange for OP Units and anticipates that forward sale agreements may be used; physical settlement of forwards is expected on or prior to maturity, though cash or net share settlement is permitted under the forward sale terms.

American Healthcare REIT, Inc. is a self-managed healthcare REIT that acquires, owns and operates clinical real estate focused on senior housing, integrated senior health campuses, skilled nursing facilities and outpatient medical buildings in the U.S., U.K. and Isle of Man. It conducts most operations through American Healthcare REIT Holdings, LP, owning 99.0% of the operating partnership as of December 31, 2025. The company completed a major underwritten public offering in February 2024, issuing 64,400,000 shares of Common Stock for $772,800,000 in gross proceeds, and listed on the NYSE under the symbol AHR. As of February 18, 2026, it had 188,028,542 shares of Common Stock outstanding. The portfolio is organized into four segments—integrated senior health campuses, outpatient medical, senior housing operating properties and triple-net leased properties—with meaningful geographic concentration in Indiana and Ohio. The REIT has elected to be taxed as a REIT since 2016, targets current income and long-term appreciation, uses RIDEA structures for many operating assets, and pursues growth through disciplined acquisitions, selective development and joint ventures while managing leverage and interest-rate risk. It highlights extensive healthcare regulatory exposure, reimbursement risk, tenant credit risk, cybersecurity, and inflation pressures as key risk factors, and emphasizes corporate responsibility and human capital programs for its approximately 121 employees.

American Healthcare REIT, Inc. reported strong fourth quarter and full-year 2025 results and issued 2026 guidance. Same-store NOI grew 11.8% in Q4 2025 and 14.2% for the year, led by 18.4% ISHC and 25.2% SHOP segment growth.

Full-year net income attributable to controlling interest was $69.8 million, or $0.42 per diluted share, versus a loss in 2024. NAREIT FFO per diluted share rose to $1.76 from $1.26, and Normalized FFO per diluted share increased to $1.72 from $1.41.

The company completed over $950 million of 2025 acquisitions, expects approximately $178 million of development spend (with $66.9 million funded), and ended 2025 with $1.54 billion of consolidated debt, Net-Debt-to-Annualized Adjusted EBITDA of 3.4x, and about $1.14 billion of liquidity.

For 2026, guidance targets diluted net income per share of $0.75–$0.81, NAREIT FFO per share of $1.93–$1.99, Normalized FFO per share of $1.99–$2.05, and total portfolio same-store NOI growth of 7–11%, with SHOP same-store NOI growth of 15–19%.

Royal Bank of Canada has filed a beneficial ownership report showing a significant stake in American Healthcare REIT Inc. common stock. RBC reports beneficial ownership of 9,315,002 shares, representing 5.00% of the company’s common stock as of December 31, 2025.

RBC reports no sole voting or dispositive power over these shares, but shared voting and shared dispositive power over all 9,315,002 shares. The filing identifies RBC Capital Markets, LLC, a registered broker-dealer subsidiary, as the relevant entity involved in acquiring the securities.

The certification states the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of American Healthcare REIT, nor as part of any control-related transaction.