8-K: American Healthcare REIT Secures Additional Capital

American Healthcare REIT, Inc. closed an additional forward sale agreement for 1.215 million shares, raising capital for general corporate purposes.

Summary

• American Healthcare REIT, Inc. (AHR) closed a public offering of 8,100,000 shares on November 24, 2025.
• RBC Capital Markets, LLC, as underwriter, exercised its option in full on November 24, 2025, to purchase an additional 1,215,000 shares of common stock.
• An Additional Forward Sale Agreement was entered into on November 24, 2025, with an affiliate of RBC Capital Markets, LLC as the Forward Purchaser.
• The Forward Seller borrowed and sold 1,215,000 shares on November 26, 2025, to hedge the Forward Purchaser's obligations.
• AHR intends to deliver 1,215,000 shares to the Forward Purchaser upon physical settlement, occurring no later than May 20, 2027.
• Cash proceeds per share will equal the public offering price less underwriting discounts and commissions, subject to adjustments.
• Net proceeds from the settlement will be contributed to American Healthcare REIT Holdings, LP (Operating Partnership) in exchange for limited partnership units.
• The Operating Partnership plans to use these net proceeds for general corporate purposes, including potential future investments.
• The initial forward price for the additional shares is USD 47.75 per share, subject to daily adjustments based on the Overnight Bank Rate minus a 0.50% spread, and specific Forward Price Reduction Amounts on scheduled dates.

Sentiment

Score: 7

Explanation: The capital raise is a positive step, providing funds for future investments and general corporate purposes. However, the additional share issuance will result in dilution for existing shareholders, balancing the overall sentiment to moderately positive.

Positives

• The exercise of the option and subsequent forward sale agreement provide American Healthcare REIT with additional capital.
• Proceeds are earmarked for general corporate purposes, including potential future investments, which could support growth and strategic initiatives.

Negatives

• The issuance of an additional 1,215,000 shares of common stock will result in dilution for existing shareholders.
• The forward price is subject to reductions on specific dates, which could impact the final proceeds received per share.

Risks

• Stock Borrow Event: Dealer (RBC) may be unable to hedge its exposure if insufficient shares are available for borrowing or if borrowing costs exceed 200 basis points per annum.
• Dividends and Other Distributions: Certain types of dividends or distributions (e.g., extraordinary dividends, spin-offs, or other securities at less than market price) could trigger an Acceleration Event.
• ISDA Termination: Either party may have the right to designate an Early Termination Date under the ISDA Master Agreement.
• Other ISDA Events: Events such as a Merger Event, Tender Offer, Nationalization, Insolvency, Delisting, Hedging Disruption, or Change in Law could lead to an Acceleration Event.
• Ownership Event: If the Dealer's ownership position exceeds a predefined Post-Effective Limit, it could trigger an Acceleration Event.
• Counterparty Share Repurchases: AHR is restricted from repurchasing shares if the 'Outstanding Share Percentage' (total shares in this and other forward transactions relative to total outstanding shares) would be equal to or greater than 4.5%.
• Limit on Beneficial Ownership (Dealer): The Dealer's ability to acquire shares is limited if it would exceed certain thresholds (e.g., Post-Effective Limit, 4.9% beneficial ownership for the Dealer Group, 5% of outstanding common stock/voting power, or violate AHR's Charter restrictions).

Future Outlook

The net proceeds from the settlement of the Additional Forward Sale Agreement are intended to be used for general corporate purposes, including potential future investments, which suggests a focus on growth and strategic expansion.

Management Comments

• We intend to deliver, upon physical settlement of the Additional Forward Sale Agreement, an aggregate of 1,215,000 shares of Common Stock to the Forward Purchaser in exchange for cash proceeds per share equal to the applicable forward sale price.
• We intend to contribute the net proceeds from the settlement of the Additional Forward Sale Agreement to American Healthcare REIT Holdings, LP, and the Operating Partnership intends to use such net proceeds for general corporate purposes, including potential future investments.

Industry Context

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Stakeholder Impact

• Shareholders: Will experience dilution due to the issuance of additional shares, but may benefit from the company's enhanced financial flexibility and potential future investments.
• Company: Gains additional capital to support general corporate purposes and strategic growth initiatives.

Next Steps

• Physical settlement of the Additional Forward Sale Agreement on one or more dates specified by the company, occurring no later than May 20, 2027.
• Contribution of net proceeds to the Operating Partnership in exchange for limited partnership units.
• Use of net proceeds by the Operating Partnership for general corporate purposes, including potential future investments.

Key Dates

Recommendation

The exercise of the over-allotment option and subsequent forward sale agreement is an expected event following the initial public offering. While it provides additional capital for general corporate purposes and potential future investments, which is positive for long-term growth, the immediate impact includes share dilution. Without specific details on the planned investments or a clear indication of immediate significant value creation, a 'hold' recommendation is appropriate as investors assess how this new capital will be deployed and its impact on future earnings and valuation.

Keywords

American Healthcare REIT, AHR, Public Offering, Common Stock, Forward Sale Agreement, Capital Raise, Equity Offering, SEC Filing, REIT, Healthcare Real Estate