American Healthcare REIT prices $705.6 million stock offering

American Healthcare REIT Inc. (NYSE: AHR) announced the pricing of an underwritten public offering of 14 million shares of common stock, expected to generate gross proceeds of approximately $705.6 million before expenses.

The offering is scheduled to close May 22, 2026, subject to customary closing conditions. BofA Securities is serving as the underwriter for the transaction.

The company entered into a forward sale agreement with BofA Securities for the 14 million shares. Under this arrangement, the forward purchaser will borrow shares from third parties and sell them to the underwriter, while the company will not receive proceeds until the forward sale agreement is physically settled.

The underwriter has a 30-day option to purchase up to an additional 2.1 million shares. If exercised, the company expects to enter into an additional forward sale agreement for those shares.

The company expects to physically settle the forward sale agreement within approximately 24 months from the prospectus supplement date. Upon settlement, American Healthcare REIT will receive cash proceeds per share equal to the applicable forward sale price, subject to certain adjustments.

The forward purchaser may not deliver all shares if it cannot borrow them after commercially reasonable efforts, if borrowing costs exceed a specified threshold, or if certain conditions are not met. In such cases, the company would issue and sell shares directly to the underwriter.

American Healthcare REIT plans to contribute net proceeds from the forward sale agreement settlement to its operating partnership in exchange for OP Units. The operating partnership expects to use the proceeds for general corporate purposes, including potential future investments.

The shares are being offered under the company's effective shelf registration statement filed with the Securities and Exchange Commission.

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