American Healthcare REIT Closes Offering of 13.25M Shares

What Happened

• American Healthcare REIT, Inc. (AHR) announced on August 12, 2026 that it closed a public offering of 13,250,000 shares of common stock. The company and its Operating Partnership entered into an underwriting agreement dated August 10, 2026 with Morgan Stanley, Citigroup and KeyBanc serving as underwriters (and also acting as forward sellers/purchasers under related agreements). Forward sale agreements were also entered into on August 10, 2026 and the forward sellers borrowed and sold the 13,250,000 shares on August 12, 2026 to hedge those forward obligations.

Key Details

• Number of shares sold: 13,250,000 common shares (closed Aug 12, 2026).
• Underwriters: Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., KeyBanc Capital Markets Inc.
• Option: Underwriters have a 30‑day option to purchase up to 1,987,500 additional shares.
• Forward settlement: AHR intends (subject to certain rights) to physically settle the forward sale agreements by delivering an aggregate 13,250,000 shares for cash on one or more dates no later than August 10, 2028; the forward sale price equals the public offering price less underwriting discounts/commissions (with customary adjustments).
• Use of proceeds: Net proceeds from settlement are intended to be contributed to the Operating Partnership for a pending acquisition of a portfolio of senior housing properties, possible future investments, and general corporate purposes.
• Documentation: The underwriting agreement, forward confirmations and counsel opinion (Venable LLP) are filed as exhibits to the 8‑K.

Why It Matters

• This transaction raises capital that AHR intends to deploy into a planned senior housing portfolio acquisition and other corporate uses, supporting growth plans.
• The offering (and any exercise of the underwriters’ option) increases the number of outstanding shares, which can dilute existing shareholders.
• The use of forward sale agreements means actual share issuance may occur over time (through physical settlement up to Aug 10, 2028) rather than immediately; investors should watch settlement outcomes and any option exercise that would change the total share count.