10-K: American Healthcare REIT Posts Strong Turnaround in 2025

Sentiment:

Annual Report 27 February 2026 4:17 PM

📋All filings for American Healthcare Reit, INC

American Healthcare REIT reports a significant financial rebound in 2025, moving from a net loss to substantial net income, driven by operational improvements and successful capital raises.

Capital raiseCompleted all sales under the 2024 ATM Offering in July 2025, raising $379,780,000 from 11,015,582 shares at an average gross price of $34.48.Established a new 2025 ATM Offering in August 2025 for a maximum gross sales price of up to $1,000,000,000.Sold an aggregate of 15,592,634 shares under the 2025 ATM Offering for gross proceeds of $701,417,000 at an average gross price of $44.98 during 2025.Launched and closed the November 2025 Offering for the sale of 9,315,000 shares of Common Stock for gross proceeds of $447,120,000 at an average gross price of $48.00 per share on a forward basis.As of December 31, 2025, $298,583,000 remained available under the 2025 ATM Offering for future sales.As of December 31, 2025, 4,303,801 shares of Common Stock remained unsettled under ATM forward sale agreements, representing approximately $211,266,000 in gross proceeds.As of December 31, 2025, 3,335,386 shares of Common Stock related to the November 2025 Offering forward sale agreements remained unsettled, representing approximately $160,099,000 in gross proceeds.

Better than expectedNet income improved significantly from a loss of $35.6 million in 2024 to a gain of $70.8 million in 2025.NAREIT FFO increased by $128.2 million, and Normalized FFO increased by $101.6 million year-over-year.Net Operating Income (NOI) increased by $51.6 million, reflecting improved property-level performance.Total revenues increased by $189.5 million, driven by increased resident occupancy, favorable payor mix, and higher billing rates in RIDEA properties, as well as strategic acquisitions.A $23.0 million reversal of valuation allowances against net deferred tax assets contributed to the income tax benefit.

Summary

American Healthcare REIT, Inc. (AHR) reported a net income of $70,818,000 for the year ended December 31, 2025, a significant improvement from a net loss of $35,600,000 in 2024.
Total revenues increased by $189,455,000 to $2,260,123,000 in 2025, up from $2,070,668,000 in 2024.
NAREIT FFO attributable to controlling interest rose to $293,334,000 in 2025 from $165,105,000 in 2024, an increase of $128,229,000.
Normalized FFO attributable to controlling interest increased by $101,567,000 to $286,489,000 in 2025 from $184,922,000 in 2024.
Net Operating Income (NOI) grew by $51,624,000 to $415,160,000 in 2025 from $363,536,000 in 2024.
Basic and diluted earnings per share improved to $0.42 in 2025 from $(0.29) in 2024.
The company successfully raised substantial capital through equity offerings, including $379,780,000 from the 2024 ATM Offering and $701,417,000 from the 2025 ATM Offering in 2025, and $447,120,000 from the November 2025 Offering.
Total debt decreased to $1,516,686,000 in 2025 from $1,670,605,000 in 2024, with a weighted average effective interest rate of 4.34% factoring in interest rate swaps.
The company expanded its Integrated Senior Health Campuses (ISHC) segment by $458,086,000 and acquired $589,000,000 of senior housing facilities in the Senior Housing Operating Properties (SHOP) segment during 2025.
A $23,001,000 reversal of valuation allowances against net deferred tax assets contributed to an income tax benefit of $22,171,000 in 2025, compared to an expense of $1,713,000 in 2024.
As of December 31, 2025, the portfolio comprised 337 buildings/ISHC, totaling approximately 22,162,000 square feet of gross leasable area (GLA), with an aggregate contract purchase price of $5,421,191,000.
The company maintained a quarterly distribution of $0.25 per share, equating to an annualized rate of $1.00 per share.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive report, demonstrating a strong financial turnaround and successful capital market activities, despite ongoing operational challenges and management changes. The significant increase in net income and key REIT metrics (FFO, NOI) indicates improving underlying business health.

Positives

Achieved a significant financial turnaround, reporting a net income of $70,818,000 in 2025 compared to a net loss of $35,600,000 in 2024.
Experienced strong growth in key REIT performance metrics, with NAREIT FFO increasing by $128,229,000 and Normalized FFO by $101,567,000 year-over-year.
Net Operating Income (NOI) increased by $51,624,000, indicating improved property-level operational performance.
Successfully executed multiple equity offerings (2024 ATM, 2025 ATM, November 2025 Offerings), raising substantial capital and strengthening the balance sheet.
Reduced total outstanding debt from $1,670,605,000 in 2024 to $1,516,686,000 in 2025, contributing to lower interest expense.
Increased resident occupancy, a more favorable payor mix, and higher resident fees in RIDEA-structured properties (ISHC and SHOP) drove revenue growth.
Expanded the ISHC segment by $458,086,000 and the SHOP segment by $589,000,000 through strategic acquisitions and development in 2025.
Recognized an income tax benefit of $22,171,000 in 2025, primarily due to a $23,001,000 reversal of valuation allowances against net deferred tax assets.
Maintained compliance with all financial and non-financial covenants on mortgage loans and lines of credit as of December 31, 2025.
Certified as a 'Great Place to Work' in 2025, reflecting positive employee experience and strong human capital management programs.
Implemented a robust corporate responsibility program with oversight from the Nominating and Corporate Governance Committee and a cross-functional Corporate Responsibility Committee.

Negatives

Incurred a net loss on dispositions of real estate investments of $2,965,000 in 2025, contrasting with a net gain of $5,213,000 in 2024.
Recognized significant aggregate impairment charges of $49,935,000 for eight OM buildings and one SHOP in 2025, following $45,755,000 in impairment charges in 2024.
General and administrative expenses increased by $11,176,000 to $58,735,000 in 2025, primarily due to higher stock compensation and salaries/benefits.
Cash used in investing activities significantly increased to $1,083,292,000 in 2025, primarily due to substantial acquisitions and capital expenditures.
Danny Prosky, the Chief Executive Officer, President, and director, is taking a leave of absence for medical reasons, leading to the appointment of an Interim CEO.
The company continues to face inflationary pressures on labor, services, energy, and supplies, particularly in its RIDEA properties, which could impact future profitability.

Risks

The financial deterioration, insolvency, or bankruptcy of major tenants, operators, or borrowers could materially and adversely affect the company.
Dependence on tenants for revenue means lease defaults or terminations could reduce the ability to make distributions to stockholders.
The company has experienced net losses in the past and may experience additional losses in the future.
Success depends on the continued contributions of key executives; the unavailability of a key executive for an extended period could have a material adverse effect.
All Integrated Senior Health Campuses (ISHC) are managed by Trilogy Management Services, LLC, accounting for a significant portion of revenues and operating income, making the company vulnerable to adverse developments in the Trilogy Manager's business or financial strength.
A breach of, or failure in, information technology systems could materially and adversely impact the company, including cybersecurity threats and the evolving use of artificial intelligence.
Changing market conditions could lead real estate investments to decrease in value or cause properties to be sold at a loss.
Most costs, including operating, general and administrative expenses, interest expense, and real estate acquisition/construction costs, are subject to inflation and may not be fully recoverable.
High concentrations of properties in particular geographic areas (e.g., Indiana 33.4%, Ohio 11.5%) magnify the effects of negative conditions in those regions.
Real estate investments are concentrated in senior housing, skilled nursing facilities (SNFs), outpatient medical (OM) buildings, and other healthcare-related facilities, making the company more vulnerable to negative factors affecting these specific classes.
The business, tenants, residents, and operators may face litigation and experience rising liability and insurance costs.
Mortgage, mezzanine, and bridge loans may involve greater risks of loss and negatively impact investment value.
The healthcare industry is heavily regulated; new laws, changes to existing laws, or loss of licensure could adversely affect tenants' ability to pay rent or operators' ability to manage facilities.
Reimbursement rates from third-party payors (Medicare and Medicaid) that do not rise as quickly as inflation and costs could adversely affect tenants' operations or profitability.
The company, its tenants, and operators may be subject to government reviews, audits, and investigations, potentially leading to refunds, criminal charges, fines, or loss of participation in government programs.
Serving as a managing member, general partner, or controlling party in joint ventures may subject the company to additional risks and liabilities.
Incurring additional indebtedness in the future could materially and adversely affect the company, and lenders may impose restrictive covenants.
The company's charter imposes a limit on the percentage of shares any person may own (9.9%), which may discourage takeovers or business combinations.
Failure to maintain REIT qualification for U.S. federal income tax purposes would subject the company to corporate income tax, substantially increasing expenses and reducing distributions.
The market price and trading volume of common stock may be volatile.
Ability to pay distributions may be limited by debt agreements and other factors.
Future offerings of debt or equity securities could dilute existing stockholders.
Failure to maintain an effective system of internal control over financial reporting and disclosure controls could lead to inaccurate financial reporting.

Future Outlook

The company's business objectives are to grow earnings and cash flows, maintain financial flexibility, increase portfolio value, make regular cash distributions, and generate attractive risk-adjusted returns. This will be achieved through external growth via disciplined acquisitions, selective development and expansion of Integrated Senior Health Campuses (ISHC), organic growth in the long-term care portfolio (ISHC and SHOP) driven by increasing demand from an aging population, and active balance sheet positioning. The company expects to continue paying distributions if investments produce sufficient cash flows and anticipates offsetting inflationary pressures in RIDEA properties through higher billing rates and expense management.

Management Comments

Jeffrey T. Hanson has been appointed Interim Chief Executive Officer and President, effective February 3, 2026, during Danny Prosky's leave of absence for medical reasons.
Management believes that the current sources of liquidity will be sufficient to satisfy cash requirements for the next 12 months and thereafter.
Management believes its judgments and estimates are consistently applied and produce financial information that fairly presents the financial condition and results of operations.
Management believes all properties are adequately covered by insurance and are suitable for their intended purposes.
Management believes annual lease expirations allow for resetting to market rents, and annual rent escalations within long-term leases are generally sufficient to offset the effect of inflation on non-recoverable costs.

Industry Context

StockSavvy.ai notes that the healthcare REIT sector continues to navigate a complex regulatory environment and inflationary pressures, particularly impacting labor and operating costs in RIDEA-structured senior housing and skilled nursing facilities. The company's strategy of expanding its ISHC and SHOP segments aligns with the broader demographic trend of an aging population driving demand for senior care, while its OM buildings provide stable cash flows, a valuable attribute during market disruptions. The reliance on the Trilogy Manager for a significant portion of its RIDEA portfolio highlights a common industry practice but also a concentrated operational risk.

Comparison to Industry Standards

StockSavvy.ai observes that the company's net income turnaround from a loss in 2024 to a profit in 2025, alongside strong FFO and NOI growth, indicates a robust recovery compared to some peers in the healthcare REIT sector that may still be grappling with post-pandemic operational challenges and higher interest rates.
The company's weighted average effective interest rate of 4.34% on outstanding debt (factoring in swaps) as of December 31, 2025, appears competitive, especially given the rising interest rate environment, suggesting effective debt management compared to companies with higher unhedged variable-rate exposure.
The geographic concentration in Indiana (33.4% of annualized base rent/NOI) and Ohio (11.5%) is higher than some more diversified national healthcare REITs like Welltower Inc. or Ventas Inc., which typically spread their assets across a wider range of states to mitigate regional economic or regulatory risks.
The asset class concentration (Senior Housing 49.1%, SNFs 26.9%, OM 19.8%) is typical for a specialized healthcare REIT, but less diversified than a generalist REIT, similar to peers like Omega Healthcare Investors (SNF-focused) or Healthcare Realty Trust (OM-focused).

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Interim Chief Executive Officer and President	Danny Prosky	Jeffrey T. Hanson	February 3, 2026	Danny Prosky taking a leave of absence for medical reasons.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Resolution	The Board adopted a resolution exempting any business combination from the Maryland business combination statute, provided it is first approved by the Board. This resolution may be altered or repealed at any time.	N/A (already adopted)	Potentially facilitates strategic transactions if approved by the Board, but the revocable nature introduces flexibility for future changes.
Bylaw Provision	Bylaws contain a provision exempting from the control share acquisition statute any and all acquisitions of shares of stock by any person. This provision may be amended or eliminated at any time by the Board.	N/A (already in bylaws)	Removes a potential anti-takeover defense, enhancing flexibility for acquisitions but also making the company potentially more vulnerable to hostile takeovers if the bylaw is repealed.
Charter Provision	Vacancies on the Board will only be filled by the remaining directors in office, even if they do not constitute a quorum, and for the remainder of the full term of the directorship in which the vacancy occurred.	N/A (already in charter)	Limits stockholder influence over board composition in the event of vacancies, enhancing board stability and potentially entrenchment.
Charter Provision	A director or the entire Board may be removed at any time, but only by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast generally in the election of directors.	N/A (already in charter)	Establishes a high threshold for director removal, enhancing board stability and potentially entrenchment, making it difficult for minority shareholders to effect changes.
Charter Provision	The Board is authorized, without stockholder approval, to amend the charter to increase or decrease the aggregate number of shares of stock or the number of shares of any class or series that the company is authorized to issue.	N/A (already in charter)	Grants the Board significant flexibility in managing the capital structure, including potential dilution, without requiring stockholder consent.
Charter Provision	The Board is authorized, without stockholder approval, to designate and approve the issuance of shares of preferred stock in one or more classes or series, and to fix the terms thereof.	N/A (already in charter)	Grants the Board significant flexibility to issue preferred stock with terms and conditions that could have the effect of discouraging a takeover or other transactions that common stockholders might find beneficial.
REIT Ownership Limit	The charter prohibits any individual or entity from directly acquiring beneficial or constructive ownership of more than 9.9% in value of the aggregate outstanding capital stock or more than 9.9% (in value or number of shares, whichever is more restrictive) of the aggregate outstanding common stock, to maintain REIT qualification.	N/A (already in charter)	Essential for maintaining REIT tax status, but this restriction may discourage potential takeovers or business combinations that could otherwise benefit stockholders.
Exclusive Forum Provision	Bylaws provide that, unless the company consents in writing, the Circuit Court for Baltimore City, Maryland, or the U.S. District Court for the District of Maryland, Northern Division, shall be the sole and exclusive forum for certain internal corporate claims and actions governed by the internal affairs doctrine.	N/A (already in bylaws)	Centralizes litigation in Maryland, potentially reducing costs and increasing predictability for the company by avoiding multiple lawsuits in different jurisdictions.
Director/Officer Liability and Indemnification	The charter eliminates the liability of directors and officers to the maximum extent permitted by Maryland law, except for liability resulting from actual receipt of an improper benefit or active and deliberate dishonesty. The company is required to indemnify and advance expenses to present or former directors and officers to the maximum extent permitted by Maryland law.	N/A (already in charter)	Protects directors and officers from monetary damages, potentially reducing their personal risk but limiting stockholders' ability to recover damages from them for certain actions.
Indemnification Agreements	The company has entered into indemnification agreements with each of its directors and officers.	N/A (already in place)	Provides additional contractual protection for directors and officers beyond the charter provisions, further mitigating their personal liability risk.
Cybersecurity Governance	The Board has ultimate oversight of cybersecurity risk through its enterprise risk management program, delegating primary responsibility to the Audit Committee. The Audit Committee reviews cybersecurity strategies, processes, controls, and management's response to incidents at least annually.	N/A (already in place)	Establishes a clear governance structure for cybersecurity, aiming to enhance risk management and compliance in an evolving threat landscape.

Legal Proceedings

Not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us, which, if determined unfavorably to us, would have a material adverse effect on our consolidated financial position, results of operations or cash flows.

Related Party Transactions

AHI Group Holdings, LLC, owned and controlled by Jeffrey T. Hanson (Chairman of the Board and Interim CEO), Danny Prosky (CEO on leave), and Mathieu B. Streiff (non-executive director), owned 1.0% of the operating partnership units (OP units) as of December 31, 2025.
A wholly-owned subsidiary of Griffin Capital Company, LLC owned 1.0% of the operating partnership units (OP units) as of December 31, 2025.
Trilogy Management Services, LLC (Trilogy Manager) manages all of the company's Integrated Senior Health Campuses (ISHC) under a long-term management agreement.
In November 2025, the company granted 73,734 time-based Restricted Stock Units (RSUs) and 73,734 performance-based RSUs to one of its RIDEA managers (a third party) under the 2025 Manager Equity Plan.
In September 2024, the company exercised its option to purchase the 24.0% minority membership interest in Trilogy REIT Holdings LLC from an indirect, wholly-owned subsidiary of NorthStar Healthcare Income, Inc. (NHI) for $258,001,000 in cash.
In April 2024, the company redeemed all remaining equity interests in Trilogy owned by members of Trilogy management and certain members of Trilogy's advisory committee for an aggregate of $10,771,000 in cash.
In January 2024, the company redeemed equity interests in Trilogy owned by a member of Trilogy's advisory committee for $25,312,000 in cash.

Stakeholder Impact

**Shareholders**: Positive impact from the significant increase in net income, FFO, and NOI, indicating improved profitability and operational efficiency. Continued quarterly distributions of $0.25 per share provide consistent returns. However, future equity offerings could lead to dilution of existing holdings, and the stock price remains subject to market volatility.
**Employees**: Positive impact from the company being certified as a 'Great Place to Work' in 2025, along with comprehensive benefits, professional development programs, and opportunities for equity ownership through incentive plans.
**Tenants and Operators**: Face ongoing challenges from heavy regulation, potential changes in government reimbursement rates (Medicare/Medicaid), and competition. Their financial stability directly impacts the company's revenue, particularly for triple-net leased properties. The company's RIDEA structure means it bears operational risks and liabilities for ISHC and SHOP segments.
**Creditors**: Benefit from the company's reduced total debt and compliance with all financial covenants, indicating improved creditworthiness and reduced risk of default. Successful capital raises provide additional liquidity for debt management.
**Customers/Residents**: The company's focus on high-quality clinical healthcare real estate and its corporate responsibility program aim to provide and facilitate high-quality care and outcomes. However, increased billing rates in RIDEA properties may impact affordability for some residents.

Next Steps

Continue external growth through disciplined and targeted acquisitions to expand the diversified portfolio.
Continue to selectively develop and expand Integrated Senior Health Campuses (ISHC) with experienced development partners.
Continue to generate strong organic growth in the long-term care portfolio comprised of ISHC and Senior Housing Operating Properties (SHOP), leveraging increasing demand from an aging population.
Actively position the balance sheet for growth, including managing debt and capital resources.
Evaluate distributions throughout 2026, with the board determining amounts based on financial condition, cash flows, and REIT qualification requirements.
Monitor industry and economic conditions, and the ability to generate taxable income to utilize the tax benefits of net deferred tax assets.
Update the Corporate Responsibility Report and related policies to comply with existing legal requirements and emerging trends in corporate governance, environmental, and social responsibility.

Key Dates

Date	Description
February 7, 2024	Common Stock began trading on the New York Stock Exchange (NYSE) under the ticker symbol AHR.
February 9, 2024	Closed underwritten public offering (February 2024 Offering), issuing 64,400,000 shares of Common Stock for $772,800,000 in gross proceeds.
August 5, 2024	Class T common stock and Class I common stock automatically converted into listed Common Stock, 180 days after NYSE listing.
September 20, 2024	Closed follow-on underwritten public offering (September 2024 Offering), issuing 20,010,000 shares of Common Stock for $471,236,000 in gross proceeds. Used proceeds to purchase 24.0% minority interest in Trilogy REIT Holdings LLC for $258,001,000 and repay debt.
November 18, 2024	Established an at-the-market (ATM) equity offering program (2024 ATM Offering) for up to $500,000,000.
March 3, 2025	Repaid all borrowings and terminated the 2023 Trilogy Credit Facility.
July 2025	Completed all sales under the 2024 ATM Offering, selling 11,015,582 shares for gross proceeds of $379,780,000.
August 8, 2025	Established a new ATM equity offering program (2025 ATM Offering) for up to $1,000,000,000.
November 10, 2025	Granted 73,734 time-based RSUs and 73,734 performance-based RSUs to a RIDEA manager under the Manager Equity Plan.
November 24, 2025	Closed the November 2025 Offering for the sale of 9,315,000 shares of Common Stock for gross proceeds of $447,120,000 on a forward basis.
December 1, 2025	Griffin Capital redeemed a portion of its operating partnership units (OP units) in exchange for 67,791 shares of Common Stock.
December 16, 2025	Acquired a portfolio of 14 Integrated Senior Health Campuses (ISHC) for $195,000,000.
December 19, 2025	Mark E. Foster, Executive Vice President, General Counsel, and Secretary, adopted a Rule 10b5-1(c) trading plan to sell up to 8,000 shares of common stock.
December 31, 2025	End of the fiscal year covered by this Annual Report on Form 10-K.
February 3, 2026	Danny Prosky, Chief Executive Officer, President, and director, began a leave of absence due to a medical event; Jeffrey T. Hanson appointed Interim CEO and President.
February 18, 2026	Reported 188,028,542 shares of Common Stock outstanding.
February 27, 2026	Date of filing of the Annual Report on Form 10-K.
May 20, 2027	Latest possible delivery and settlement date for shares under forward sale agreements from the November 2025 Offering.
December 31, 2027	Cliff vesting date for performance-based RSUs granted in November 2025.
February 14, 2028	Maturity date for Revolving Loans under the 2024 Credit Facility, with a possible one-year extension.
October 31, 2028	Maturity date for the 2025 Trilogy Credit Facility.
January 19, 2027	Maturity date for the Term Loan under the 2024 Credit Facility.
December 31, 2026	Termination date for Mark E. Foster's Rule 10b5-1(c) trading plan.

Recommendation

buy

The company demonstrated a strong financial recovery in 2025, moving from a net loss to significant net income and showing substantial growth in FFO and NOI. Successful capital raises have strengthened its balance sheet, reducing debt and providing funds for strategic acquisitions and development. While management changes and industry-specific risks exist, the overall operational improvements, strategic growth initiatives, and commitment to distributions make it an attractive investment for long-term growth in the healthcare REIT sector.

Keywords

Healthcare REIT, Real Estate Investment Trust, Senior Housing, Skilled Nursing Facilities, Outpatient Medical Buildings, RIDEA Structure, SEC Filing, 10-K, Financial Performance, Equity Offering, Debt Management, Acquisitions, Property Portfolio, REIT Qualification, Corporate Governance, Cybersecurity, Inflation, Market Risk, Maryland General Corporation Law

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