AHR American Healthcare REIT, Inc. - 8-K

Item 8.01 Other Events.

As previously announced, on May 22, 2026, we closed the public offering of 14,000,000 shares, or the Offering, of our common stock, $0.01 par value per share, or Common Stock. In connection with the Offering, BofA Securities, Inc., as underwriter, or in such capacity, the Underwriter, was granted an option for 30 days to purchase up to 2,100,000 additional shares of Common Stock.

On May 26, 2026, in connection with the exercise in full of the Underwriter’s option to purchase additional shares, or the option exercise, we entered into an additional forward sale agreement, or the Additional Forward Sale Agreement, with an affiliate of the Underwriter, as forward purchaser, or in such capacity, the Forward Purchaser.

In connection with the option exercise, BoA Securities, Inc., as forward seller, or in such capacity, the Forward Seller, borrowed and sold an aggregate of 2,100,000 shares of Common Stock on May 28, 2026 to hedge the Forward Purchaser’s obligations under the Additional Forward Sale Agreement. We intend (subject to our right to elect cash or net share settlement subject to certain conditions) to deliver, upon physical settlement of the Additional Forward Sale Agreement on one or more dates specified by us occurring no later than May 20, 2028 (or if such date is not a trading day, the next following trading day), an aggregate of 2,100,000 shares of Common Stock to the Forward Purchaser in exchange for cash proceeds per share equal to the applicable forward sale price, which will be the public offering price less the underwriting discount and subject to certain adjustments as provided in the Additional Forward Sale Agreement. We intend to contribute the net proceeds from the settlement of the Additional Forward Sale Agreement to American Healthcare REIT Holdings, LP, or our Operating Partnership, in exchange for units of limited partnership interest in the Operating Partnership, and the Operating Partnership intends to use such net proceeds for general corporate purposes, including potential future investments.

The additional shares were offered and sold under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to our effective shelf registration statement on Form S-3 (File No. 333-281488).

A copy of the Additional Forward Sale Agreement is attached hereto as Exhibit 1.1 and incorporated herein by reference. The summary of the Additional Forward Sale Agreement set forth herein is qualified in its entirety by reference to this exhibit.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

1.1

Forward Confirmation, dated May 26, 2026, between the Company and BofA Securities, Inc. (or its affiliate)

5.1

Opinion of Venable LLP as to the legality of the Common Stock (included as Exhibit 5.1 to our Current Report on Form 8-K (File No. 001-41951) filed May 22, 2026 and incorporated herein by reference)

23.1

Consent of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K (File No. 001-41951) filed May 22, 2026 and incorporated herein by reference)

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)