American Healthcare REIT Inc (NYSE: AHR) has closed six of the eight senior housing communities in its $873 million Kensington Senior Living portfolio. The initial closings total approximately $572 million, moving most of the transaction from pending to completed status.

The six properties comprise 464 units. Two more communities remain under definitive agreements and are expected to close in the fourth quarter, subject to specified conditions. The full portfolio totals 745 units.

Financing Structure and Share Count

AHR entered a large forward equity offering on Aug. 10, the same date it signed the Kensington acquisition agreements. The offering covered 13.25 million shares, and the underwriters later exercised their option for another 1.9875 million shares. That brings the offering-linked total to 15.2375 million shares.

These shares should not be treated as newly issued AHR shares today. Forward sellers borrowed and sold those shares into the market to hedge their obligations. AHR did not receive proceeds from those borrowed-share sales. The company intends, subject to alternative settlement rights, to physically settle by delivering shares to the forward purchasers in exchange for cash based on the applicable forward price. Settlement can occur on dates selected by AHR no later than Aug. 10, 2028.

Impact on NFFO Guidance

AHR’s current 2026 NFFO guidance predates the Kensington deal. The company raised guidance on Aug. 6 to $2.15 to $2.19 per diluted share, with a $2.17 midpoint. This guidance assumed no additional transactions or capital-markets activity beyond activity already disclosed as completed. Kensington was announced four days later.

The next per-share question is whether the earnings added by the portfolio absorb the common-share denominator created as the forward sales settle. AHR’s second-quarter common distribution was $0.25 per share, equal to $1.00 annualized. Against the $2.17 midpoint of 2026 NFFO guidance, that equals a 46.1% payout by DFB calculation.

That payout is a pre-Kensington reference point. It should not be read as the post-acquisition payout ratio because the Aug. 6 guidance excluded transaction and capital-markets activity that had not been completed at that time.

What the Numbers Show

The acquisition adds operating assets while physical settlement of the forward agreements can add common shares. Those changes move different sides of the per-share equation. The $873 million purchase price shows the scale of the portfolio. The forward agreements show how the common-share denominator can expand. The next post-deal NFFO-per-share update will show how much of that additional denominator the acquired earnings absorb.

The portfolio is concentrated in higher-acuity senior housing. About 93% of its beds were dedicated to assisted living and memory care as of June 30, according to the August prospectus. AHR also said it believes the portfolio will enhance its NFFO growth potential in year one. That is a management expectation, not a reported post-acquisition per-share result.

American Healthcare REIT, Inc. (NYSE: AHR) has priced an underwritten public offering of 13,250,000 shares of its common stock, generating aggregate gross proceeds of approximately $712.2 million before estimated offering expenses. The transaction, executed through forward sale agreements with Morgan Stanley, Citigroup, and KeyBanc Capital Markets as joint book-running managers, is expected to close on August 12, 2026. This capital raise provides the real estate investment trust with the necessary funding to proceed with its pending acquisition of a portfolio of senior housing properties while deferring share issuance until physical settlement.

The structure of the offering involves the forward purchasers borrowing shares from third parties and selling them to the underwriters immediately. American Healthcare REIT will not receive proceeds from this initial sale but is entitled to cash proceeds per share equal to the applicable forward sale price upon physical settlement, expected within approximately 24 months from the date of the prospectus supplement. If a forward purchaser cannot borrow shares or if borrowing costs exceed specified thresholds, the company will issue and sell the necessary shares directly to the underwriters, reducing the number of shares underlying the relevant forward sale agreement.

Offering Structure and Mechanics

The underwriters have been granted a 30-day option to purchase up to an additional 1,987,500 shares. If exercised in full, the total aggregate number of shares subject to the forward sale agreements would increase to 15,237,500. In such an event, the company expects to enter into additional forward sale agreements for the extra shares. Physical settlement of these agreements will result in the company issuing the shares to the forward purchasers, subject to certain adjustments provided in the contracts.

Use of Proceeds and Regulatory Filing

American Healthcare REIT intends to contribute any net proceeds from the settlement of the forward sale agreements to its operating partnership in exchange for OP Units. The operating partnership plans to use these funds for the pending acquisition of senior housing properties, potential future investments, and general corporate purposes. All shares are being offered pursuant to the company’s effective shelf registration statement filed with the Securities and Exchange Commission (SEC). A final prospectus supplement and accompanying prospectus have been filed with the SEC.

The company operates a diversified portfolio of clinical healthcare real estate, focusing primarily on senior housing communities, skilled nursing facilities, and outpatient medical buildings across the United States, the United Kingdom, and the Isle of Man. Investors may obtain copies of the final prospectus supplement from Morgan Stanley & Co. LLC, Citigroup c/o Broadridge Financial Solutions, or KeyBanc Capital Markets Inc., or via the SEC’s EDGAR database.