American Healthcare Reit, Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value per share AHR New York St

Filing Documents

• ahr-20251120.htm (8-K) — 51KB
• ahr-ex1_1.htm (EX-1.1) — 388KB
• ahr-ex1_2.htm (EX-1.2) — 303KB
• ahr-ex5_1.htm (EX-5.1) — 41KB
• img128817893_0.jpg (GRAPHIC) — 389KB
• img128817893_1.jpg (GRAPHIC) — 389KB
• gfx128817893_0.gif (GRAPHIC) — 0KB
• gfx128817893_1.gif (GRAPHIC) — 0KB
• 0001193125-25-293711.txt ( ) — 2071KB
• ahr-20251120.xsd (EX-101.SCH) — 24KB
• ahr-20251120_htm.xml (XML) — 5KB

01 Other Events

Item 8.01 Other Events. On November 24, 2025, we closed the public offering of 8,100,000 shares, or the Offering, of our common stock, $0.01 par value per share, or Common Stock. In connection with the Offering, we and American Healthcare REIT Holdings, LP, or our Operating Partnership, entered into an underwriting agreement on November 20, 2025, or the Underwriting Agreement, with RBC Capital Markets, LLC as the underwriter, or in such capacity, the Underwriter, forward seller, or in such capacity, the Forward Seller, and an affiliate thereof as forward purchaser, or in such capacity, the Forward Purchaser, relating to the offer and sale of 8,100,000 shares of Common Stock, on a forward basis. In connection with the Offering, the underwriters were granted an option for 30 days to purchase up to 1,215,000 additional shares of Common Stock. The Underwriting Agreement contains customary representations, warranties and covenants among the parties. These representations, warranties and covenants are not representations of factual information to investors about us and our Operating Partnership or our or its subsidiaries, and the sale of Common Stock pursuant to the Underwriting Agreement is not a representation that there has not been any change in our condition or that of our Operating Partnership. In connection with the Offering, on November 20, 2025, we entered into a forward sale agreement, or the Forward Sale Agreement, with the Forward Purchaser. In the Offering, the Forward Seller borrowed and sold an aggregate of 8,100,000 shares of Common Stock on November 24, 2025 to hedge the Forward Purchaser's obligations under the 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 Forward Sale Agreement on one or more dates specified by us occurring no later than May 20, 2027, an aggregate of 8,100,000 shares of Common Stock to the Forward Purchaser in

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated as of November 20, 2025, among the Company and the Operating Partnership, on the one hand, and RBC Capital Markets, LLC, as underwriter and Forward Seller, and an affiliate thereof as Forward Purchaser, on the other hand 1.2 Forward Confirmation, dated November 20, 2025, between the Company and Royal Bank of Canada (or its affiliate) 5.1 Opinion of Venable LLP as to the legality of the Common Stock 23.1 Consent of Venable LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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. American Healthcare REIT, Inc. Date: November 24, 2025 By: /s/ Danny Prosky Danny Prosky, Chief Executive Officer and President

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