American Healthcare REIT, Inc. 8-K

What Happened

• American Healthcare REIT, Inc. announced it closed a public offering of 14,000,000 shares of common stock on May 22, 2026. The offering was underwritten by BofA Securities, Inc., which also acted as forward seller; an affiliate acted as the forward purchaser.
• The company and its Operating Partnership entered into an underwriting agreement (May 20, 2026) and a Forward Sale Agreement (May 20, 2026). The Forward Seller borrowed and sold the 14,000,000 shares on May 22, 2026 to hedge the Forward Purchaser’s obligations. Physical settlement of the forward sale is expected on one or more dates on or before May 20, 2028, unless the company elects cash or net share settlement under certain conditions. Settlement proceeds per share will equal the public offering price less the underwriting discount, subject to adjustments.
• The company intends to contribute the net proceeds from settlement to its Operating Partnership in exchange for limited partnership units; the Operating Partnership intends to use those proceeds for general corporate purposes, including potential future investments.

Key Details

• 14,000,000 shares of common stock sold in the offering (closed May 22, 2026).
• Underwriter: BofA Securities, Inc.; 30-day option to purchase up to 2,100,000 additional shares.
• Forward Sale Agreement permits physical settlement of 14,000,000 shares on or before May 20, 2028 (or cash/net share settlement as allowed).
• Net proceeds are to be contributed to the Operating Partnership for general corporate purposes and possible investments.

Why It Matters

• This transaction increases the number of shares sold and creates potential future dilution depending on settlement method and any exercise of the underwriter’s option. Investors should monitor changes in the company’s outstanding share count and any future share settlements through May 2028.
• Proceeds will flow to the Operating Partnership and be available for general corporate needs and investment activity, which can affect the partnership’s balance sheet and growth opportunities.
• The filing also includes the underwriting and forward sale agreements as exhibits; the forward hedge (borrow-and-sell) is a standard mechanism to lock in forward sale obligations and does not by itself indicate changes to operations or financial performance.