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.

American Healthcare REIT, Inc. reported its second quarter 2026 financial results, delivering robust operating performance and raising its full year 2026 guidance across key metrics. The company reported GAAP net income attributable to controlling interest of $30.6 million, or $0.16 per diluted share, for the three months ended June 30, 2026. Normalized Funds From Operations (NFFO) attributable to controlling interest came in at $0.54 per diluted share for the same period, reflecting strong operational execution across its senior housing and healthcare property portfolio.

Second Quarter 2026 Operating Performance

The company achieved total portfolio Same-Store Net Operating Income (NOI) growth of 13.2% for the three months ended June 30, 2026, compared to the same period in 2025. Growth was led by the operating portfolio, driven by disciplined revenue management and effective expense control by regional operating partners. The following table details Same-Store NOI growth by segment for the quarter and the six-month period:

"This quarter was operating execution, not just favorable conditions," said Gabe Willhite, President and Chief Operating Officer. "Same-Store occupancy gains year-over-year, dynamic revenue management, and expense discipline turned into 20.5% same-store NOI growth in SHOP and 16.1% in ISHC. We are extending our platform capabilities to our regional operating partners to facilitate growth, and we expect that work to compound through the second half."

Transactional and Development Activity

During the three months ended June 30, 2026, the company acquired approximately $126.9 million of new investments within its SHOP segment, including four properties in Georgia and South Carolina for approximately $86.4 million and one property in Minnesota for approximately $40.5 million. Three Non-Core Properties were also sold for approximately $22.3 million. Subsequent to quarter end, the company acquired 10 new SHOP assets for approximately $1.0 billion and funded a loan for seven properties for approximately $86.2 million with purchase options. Since the beginning of 2026, the company has completed $1.4 billion in new investments. The total in-process development and expansion pipeline is expected to cost approximately $197.5 million, of which $72.0 million had been funded as of June 30, 2026. The company's investments pipeline consists of over $800 million in awarded and previously disclosed deals that have yet to close.

Capital Markets and Balance Sheet

As of June 30, 2026, the company had total consolidated indebtedness of $1.4 billion and approximately $2.6 billion of total liquidity. Net Debt-to-Annualized Adjusted EBITDA improved by 0.5x during the quarter, declining from 3.0x as of March 31, 2026, to 2.5x as of June 30, 2026. The company amended its credit facility, increasing the unsecured revolving credit facility from $600 million to $800 million, bringing the total aggregate credit facility including term loan to $1.35 billion, with a maturity extended to April 1, 2030.

On the equity side, the company completed a follow-on common equity offering in May 2026, entering into forward sale agreements for 16,100,000 shares of common stock for approximately $811.4 million in gross proceeds. During the quarter, forward sale agreements were also entered into under the ATM Program to sell 8,786,880 shares for approximately $433.2 million in gross proceeds. Subsequent to quarter end, additional forward sale agreements were entered into under the ATM Program to sell 4,706,002 shares for approximately $254.7 million in gross proceeds, assuming full physical settlement. As of August 6, 2026, unsettled forward sale agreements outstanding related to 12,246,596 shares would result in approximately $630.5 million in gross proceeds assuming full physical settlement.

Full Year 2026 Guidance

The company raised its full year 2026 guidance for NFFO per diluted share and Same-Store NOI growth. The updated guidance reflects strong first-half performance and management's confidence in continued momentum. The table below summarizes the revised guidance:

"With strong results in the first half and expectation of carrying that momentum through the second half we are raising full-year guidance for both NFFO per diluted share and Same-Store NOI growth," said Chief Financial Officer Brian Peay. "NFFO per diluted share is now expected to be between $2.15 to $2.19 in 2026, which would translate to over 25% per share growth versus 2025. Additionally, we funded our acquisitions with forward equity we prudently raised and still improved Net Debt-to-Adjusted EBITDA by half a turn during the quarter."

Distributions

The Board of Directors declared a cash distribution for the quarter ended June 30, 2026, of $0.25 per share of common stock, paid on July 17, 2026, to stockholders of record as of June 30, 2026.

Chairman and CEO Jeff Hanson commented: "Our results this quarter reflect a deliberate strategy: concentrate capital in senior housing and care, partner with operators who deliver quality outcomes, and support them with our platform that improves how those assets perform. That approach produced our tenth consecutive quarter of double-digit Same-Store NOI growth. We combined that strong organic growth with over $1.4 billion in new investments year-to-date."