American Healthcare REIT, Inc. 8-K

What Happened
American Healthcare REIT, Inc. (AHR) filed an 8-K on February 27, 2026 announcing it entered an ATM (at-the-market) Equity Offering Sales Agreement with a group of banks and broker-dealers to offer and sell up to $1.75 billion of its common stock. The new Sales Agreement replaces the prior ATM program (terminated upon signing) under which approximately $230.14 million remained unsold.

Key Details

• Agreement date: February 27, 2026; offering size: up to $1.75 billion of common stock.
• Agents include major dealers such as BofA Securities, Barclays, Citigroup, Morgan Stanley, RBC, Truist and others; agents may sell as agents, forward sellers, or purchase shares as principals.
• Agent commissions capped at 2.0% of gross sales price (may be lower); similar commission structure applies to forward sellers via reductions to the forward price.
• The company may enter separate forward sale agreements with specified banks; AHR expects to physically settle forward sales but can elect cash or net share settlement in some cases. AHR will not receive proceeds from any sales of shares borrowed and sold by forward purchasers.
• Intended use of net proceeds: contribution to AHR’s Operating Partnership for general corporate purposes (e.g., repay/repurchase debt, working capital, capex, future investments); contributed proceeds exchanged for OP units redeemable one-for-one for cash or AHR shares.
• Offering will be made under a prospectus supplement dated February 27, 2026 and the shelf registration on Form S-3 (Reg. No. 333-281488). Legal opinion of Venable LLP filed as Exhibit 5.1.

Why It Matters
This filing gives AHR a flexible capital-raising tool to sell shares into the market as needed, supporting liquidity and potential debt reduction or growth uses without a fixed-time, fixed-size equity issuance. The $1.75 billion capacity is large relative to the unsold $230.14 million from the prior program, signaling the company is positioning itself to access public equity markets opportunistically. Investors should note dilution risk from future share sales and the use of forward sale arrangements, and monitor actual issuance activity, timing, and how net proceeds are deployed.