American Healthcare REIT Inc美股招股说明书(2026-02-27版)

American Healthcare REIT, Inc. Common Stock We have entered into an ATM Equity Offering Sales Agreement, or the sales agreement, with BofA Securities, Inc., BarclaysCapital Inc., Citigroup Global Markets Inc., Citizens JMP Securities, LLC, Credit Agricole Securities (USA) Inc., Fifth ThirdSecurities, Inc., KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Regions Securities LLCand Truist Securities, Inc., or the agents, and the forward purchasers (as defined below), relating to the offering of shares of ourcommon stock, $0.01 par value per share, or our common stock, having an aggregate gross sales price of up to $1,750,000,000. Asof the date of this prospectus supplement, an aggregate gross sales price of approximately $769.9 million of shares have been soldunder an ATM Equity Offering Sales Agreement, dated as of August 8, 2025, relating to the offering of shares of our commonstock having an aggregate gross sales price of up to $1,000,000,000, or the prior sales agreement. In connection with entering intothe sales agreement, we are terminating the prior sales agreement. In accordance with the terms of the sales agreement, shares of our common stock may be offered and sold from time to timethrough the agents as our sales agents or, if applicable, as forward sellers. Sales of shares of our common stock, if any, will be madein negotiated transactions, including block trades, or transactions that are deemed to be “at the market” offerings as defined in Rule415 under the Securities Act of 1933, as amended, or the Securities Act, by means of ordinary brokers’ transactions at market pricesprevailing at the time of sale, including sales made directly on the New York Stock Exchange, or the NYSE, sales made to orthrough a market maker and sales made through other securities exchanges or electronic communications networks or by any othermethod permitted by applicable law as otherwise agreed between the applicable agent and us. Shares of our common stock arelisted on the NYSE under the symbol “AHR.” The closing price of our common stock as reported by the NYSE on February 27, 2026 was $52.24 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 common stock. In addition, our charter contains various other restrictions on the ownership and transferof shares of our capital stock, including our common stock. See “Prospectus Supplement Summary—Ownership Limit” in thisprospectus supplement and “Description of Capital Stock—Restrictions on Ownership and Transfer” in the accompanyingprospectus for a description of these and other restrictions on ownership and transfer of shares of our capital stock, including ourcommon stock. The sales agreement contemplates that, in addition to the issuance and sale by us of shares of our common stock to or throughthe agents, we may enter into separate forward sale agreements with each of Bank of America, N.A., Barclays Bank PLC, Citibank,N.A., Citizens JMP Securities, LLC, Crédit Agricole Corporate and Investment Bank, KeyBanc Capital Markets Inc., MorganStanley & Co. LLC, Royal Bank of Canada, Regions Securities LLC and Truist Bank, or one of their respective affiliates, or theforward purchasers. If we enter into a forward sale agreement with any forward purchaser, we expect that such forward purchaser(or its affiliate) will attempt to borrow from third parties and sell, through the relevant agent, acting as sales agent for such forwardpurchaser, shares of our common stock to hedge such forward purchaser’s exposure under such forward sale agreement. We refer toan agent, when acting as sales agent for the relevant forward purchaser, as, individually, a “forward seller” and, collectively, the“forward sellers.” Unless otherwise expressly stated or the context otherwise requires, references herein to the “related” or“relevant” forward purchaser mean, with respect to any agent, the affiliate of such agent that is acting as forward purchaser or, ifapplicable, such agent acting in its capacity as forward purchaser. We will not receive any proceeds from any sale of shares of ourcommon stock borrowed by a forward purchaser (or its affiliate) and sold through a forward seller. We currently expect to fully physically settle each f