American Healthcare REIT Executes Additional Forward Sale for Equity Offering

What Happened
American Healthcare REIT, Inc. (AHR) filed an 8-K on August 24, 2026 announcing that the underwriters for its August 12, 2026 public offering exercised their 30-day option in full to add 1,987,500 shares. Additional Forward Sale Agreements were entered into on August 20, 2026 and the forward sellers borrowed and sold an aggregate of 1,987,500 shares on August 24, 2026 to hedge the forward purchasers’ obligations. The company intends to physically deliver up to 1,987,500 shares on one or more dates no later than August 10, 2028 in exchange for cash proceeds equal to the forward sale price (the public offering price less underwriting discounts/commissions and adjustments).

Key Details

• Original offering closed August 12, 2026: 13,250,000 shares of common stock.
• Option exercised: 1,987,500 additional shares via Additional Forward Sale Agreements dated August 20, 2026.
• Hedging action: Forward sellers borrowed and sold 1,987,500 shares on August 24, 2026.
• Use of proceeds: AHR intends to contribute net proceeds to its Operating Partnership to fund a pending senior-housing portfolio acquisition, potential future investments and general corporate purposes. Physical settlement must occur no later than August 10, 2028; the company may elect cash or net-share settlement subject to agreement terms.

Why It Matters
This action creates the possibility of up to 1,987,500 more shares being issued upon settlement, which could increase the company’s share count (i.e., be dilutive) depending on whether physical shares are delivered or the company elects cash/net-share settlement. The proceeds are designated to support AHR’s pending senior-housing acquisition and other corporate uses, so investors should view this as a financing step tied to growth/acquisition activity. Watch future disclosures for actual settlement method, timing, and the exact forward sale price.