American Healthcare REIT Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

American Healthcare REIT, Inc.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.