American Healthcare REIT forward sale of 13.25M shares; company receives no proceeds at closing

Filed August 10, 2026 · ~1 min read

Key Changes

• high

  Forward purchasers (investment banks) borrow and sell 13.25M shares; AHR receives zero proceeds now, expects cash only when forward contracts settle within ~24 months by delivering shares.

  The Offering verify on EDGAR →
• high

  Settlement is at company's option (physical/cash/net-share), but forward purchasers can force early settlement under various conditions including hedging difficulties or ownership thresholds, potentially forcing dilutive share issuance at inopportune times.

  Risk Factors verify on EDGAR →
• medium

  Proceeds intended for Portfolio Acquisition of Kensington properties; if that acquisition fails to close, funds may be redirected to other investments or general corporate purposes.

  Use of Proceeds verify on EDGAR →