American Healthcare REIT, Inc. filed a Form 8-K on November 6, 2026, disclosing its entry into a new ATM Equity Offering Sales Agreement providing for the offer and sale of common stock with an aggregate gross sales price of up to $1,750,000,000.

Key Highlights

  • New ATM capacity: The Sales Agreement covers common stock with an aggregate gross sales price of up to $1,750,000,000.
  • Prior program terminated: The prior ATM Equity Offering Sales Agreement, dated February 27, 2026, was terminated upon entry into the new Sales Agreement, with approximately $170,134,000 remaining unsold at termination.
  • Ten agents named: BofA Securities, Inc., Citigroup Global Markets Inc., Citizens JMP Securities, LLC, Credit Agricole Securities (USA) Inc., Fifth Third Securities, Inc., KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Regions Securities LLC, and Truist Securities, Inc. are listed as Agents.
  • Agent commission cap: Each Agent is entitled to a commission that will not exceed 2.0% of the gross sales price of shares sold through it as Agent, though it may be lower.
  • Forward sale agreements included: The Sales Agreement contemplates the company entering into separate forward sale agreements with designated Forward Purchasers.
  • Proceeds use: According to the filing, net proceeds are intended to be contributed to the Operating Partnership for general corporate purposes, which may include potential future investments.

American Healthcare REIT Replaces Prior ATM with $1.75 Billion New Program

According to the filing, American Healthcare REIT, Inc. (NYSE:AHR) and its Operating Partnership, American Healthcare REIT Holdings, LP, entered into the new ATM Equity Offering Sales Agreement on November 6, 2026. The agreement permits the offer and sale of shares of common stock, $0.01 par value per share, with an aggregate gross sales price of up to $1,750,000,000, through ten named Agents acting as sales agents, forward sellers, or as principals in direct transactions. The company disclosed that upon entering the new Sales Agreement, it simultaneously terminated the prior ATM program, under which approximately $170,134,000 remained unsold.

The filing states that actual offers and sales, if any, will depend on factors including market conditions, the trading price of the common stock, capital needs, and determinations by the company and its Agents from time to time. Sales may occur through negotiated transactions, block trades, ordinary brokers' transactions at prevailing market prices, or directly on the New York Stock Exchange. The Agents are not required to sell any specific number or dollar amount of shares but have agreed to use commercially reasonable efforts consistent with their normal trading and sales practices.

The Sales Agreement also contemplates forward sale arrangements with a separate group of Forward Purchasers, including Bank of America, N.A., Citibank, N.A., Citizens JMP Securities, LLC, Crédit Agricole Corporate and Investment Bank, KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC, Royal Bank of Canada, Regions Securities LLC, and Truist Bank, or their affiliates. The filing notes that the company currently expects to fully physically settle each forward sale agreement on one or more dates specified on or prior to maturity, though it retains the right to elect cash settlement or net share settlement. Shares offered under the Sales Agreement will be offered pursuant to a prospectus supplement dated November 6, 2026, and a related prospectus dated August 12, 2024, under shelf registration statement No. 333-281488.

What Was Disclosed

American Healthcare REIT disclosed the execution of a new at-the-market equity offering program for up to $1,750,000,000 in common stock, the termination of its prior ATM program with approximately $170,134,000 unsold, and the terms governing agent commissions, forward sale agreements, and intended use of proceeds.