American Healthcare REIT Inc美股招股说明书(2025-11-21版)

American Healthcare REIT, Inc. Common Stock We entered into a forward sale agreement with Royal Bank of Canada, which we refer to in this capacity as the forwardpurchaser. In connection with the forward sale agreement, the forward purchaser or its affiliate is expected to borrow from thirdparties and to sell to the underwriter an aggregate of 8,100,000 shares of our common stock, $0.01 par value per share, or ourcommon stock (or an aggregate of 9,315,000 shares if the underwriter’s option to purchase additional shares is exercised in full)that will be delivered in this offering. We will not receive any proceeds from the sale of shares of our common stock by the forward purchaser or its affiliate. Weexpect to physically settle the forward sale agreement (by the delivery of shares of our common stock) and receive proceeds fromthe sale of those shares of our common stock upon one or more forward settlement dates, which we anticipate will be withinapproximately 18 months from the date of this prospectus supplement. We may also elect to cash settle or net share settle all or aportion of our obligations under the forward sale agreement if we conclude it is in our best interest to do so. If we elect to cashsettle the forward sale agreement, then we may not receive any proceeds and may owe cash to the forward purchaser in certaincircumstances. If we elect to net share settle the forward sale agreement, then we will not receive any proceeds and may owe sharesof our common stock to the forward purchaser in certain circumstances. See “Underwriting—Forward Sale Agreement.” If the forward purchaser or its affiliate does not deliver and sell all of the shares of our common stock to be delivered and soldby them on the anticipated closing date of this offering, then we will issue and sell to the underwriter a number of shares of ourcommon stock equal to the number of shares of our common stock that the forward purchaser or its affiliate did not deliver and sell,and the number of shares underlying the forward sale agreement will be decreased by the number of shares that we issue and sell.Shares of our common stock are listed on the New York Stock Exchange, or NYSE, under the symbol “AHR.” The closing price of our common stock as reported by the NYSE on November 20, 2025 was $49.23 per share. We were formed as a Maryland corporation in January 2015 and have elected to qualify as a real estate investment trust, orREIT, for federal income tax purposes commencing with our taxable year ended December 31, 2016. Shares of our common stockare subject to ownership limitations that are primarily intended to assist us in maintaining our qualification for taxation as a REIT.Our charter provides that, subject to limited exceptions, no person or entity may beneficially or constructively own more than 9.9%in value of the aggregate of the then outstanding shares of our capital stock (which includes common stock and any preferred stockwe may issue) or more than 9.9% (in value or number of shares, whichever is more restrictive) of the aggregate of the thenoutstanding shares of our capital stock, including our common stock. In addition, our charter contains various other restrictions onthe ownership and transfer of shares of our stock. See “Prospectus Supplement Summary—Ownership Limit” in this prospectussupplement and “Description of Capital Stock—Restrictions on Ownership and Transfer” in the accompanying prospectus for adescription of these and other restrictions on ownership and transfer of shares of our capital stock, including our common stock. None of the U.S. Securities and Exchange Commission, any state securities commission or any other regulatory bodyhas approved or disapproved of these securities or determined if this prospectus supplement or the accompanyingprospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriter has agreed to purchase from the forward purchaser 8,100,000 shares of our common stock at a price of $47.75per share, which is the initial forward sale price per share. The underwriter proposes to offer our common stock from time to timefor sale, through negotiated transactions or otherwise, at market prices prevailing at the time of sale, at prices related to suchprevailing market prices or at negotiated prices. See “Underwriting.” We expect that the forward sale agreement will be fully physically settled based on the initial forward sale price of $47.75 pershare, which is the price per share set forth above. The forward sale price is subject to adjustment pursuant to the terms of theforward sale agreement, and the actual proceeds, if any, to us will be calculated as described in this prospectus supplement.Although we expect to settle the forward sale agreement entirely by the full physical delivery of shares of our common stock inexchange for cash proceeds within approximately 18 months from the date of this prospectus supplement, we may elect cashsettlement