American Healthcare REIT, Inc. 8-K

What Happened

• American Healthcare REIT, Inc. (AHR) filed an 8-K reporting that it closed a public offering of 14,000,000 shares of common stock on May 22, 2026. BofA Securities, Inc. served as the underwriter and had a 30‑day option to purchase up to 2,100,000 additional shares.
• The underwriter’s option was exercised and, on May 26, 2026, AHR entered an Additional Forward Sale Agreement with an affiliate of BofA (the Forward Purchaser). On May 28, 2026, BofA (as forward seller) borrowed and sold 2,100,000 shares to hedge the Forward Purchaser’s obligations. AHR intends to deliver up to 2,100,000 shares upon physical settlement on one or more dates no later than May 20, 2028, in exchange for cash proceeds per share equal to the public offering price less underwriting discount and specified adjustments.
• A copy of the forward confirmation (Additional Forward Sale Agreement) is attached as Exhibit 1.1 to the filing.

Key Details

• Offering closed: 14,000,000 shares (May 22, 2026).
• Underwriter option exercised: 2,100,000 additional shares (option exercise and forward contract activity in late May 2026).
• Settlement window: Physical settlement for the additional 2.1M shares may occur on one or more dates through no later than May 20, 2028. AHR may elect cash or net share settlement subject to conditions.
• Use of proceeds: AHR intends to contribute net proceeds from the forward sale to its Operating Partnership for general corporate purposes, including potential future investments.

Why It Matters

• The transactions raise capital and increase AHR’s cash resources (via proceeds contributed to the Operating Partnership) to fund operations and potential investments.
• The exercised option and forward sale mean up to 2.1 million additional shares may be issued at settlement, which could dilute existing shareholders when those shares are delivered.
• Timing and exact per‑share proceeds depend on the public offering price (less underwriting discount) and settlement elections; investors should watch for future filings or press releases with final amounts and settlement outcomes.