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AHR 424B5: Secondary offering

American Healthcare REIT, Inc.

Filed with the SEC on · accession 0001193125-26-342442

AHR filed a 424B5 (prospectus (offering)) with the SEC on Aug 10, 2026. American Healthcare REIT, Inc. filed a preliminary prospectus supplement for a secondary offering of 13,250,000 shares of common stock via forward sale agreements with Morgan Stanley, Citibank, and KeyBanc Capital Markets, with an underwriters' option for an additional 1,987,500 shares. The stock moved -2.2% by the first close after the filing.

Summary of the filing

American Healthcare REIT, Inc. filed a preliminary prospectus supplement for a secondary offering of 13,250,000 shares of common stock via forward sale agreements with Morgan Stanley, Citibank, and KeyBanc Capital Markets, with an underwriters' option for an additional 1,987,500 shares. The company expects to receive proceeds upon physical settlement within approximately 24 months.

For details, click here →How to read a 424B5 →

Key details

Shares offeredshares 13.3M
Additional shares (underwriters' option)shares 2.0M
Closing price per share on August 7, 2026$57
IssuerAmerican Healthcare REIT, Inc.
Forward purchaser and underwriterMorgan Stanley & Co. LLC
Forward purchaser and underwriterCitibank, N.A.
Forward purchaser and underwriterKeyBanc Capital Markets Inc.

How AHR stock reacted

Close before

$56.74

Aug 7, 2026

First close after

-2.24%

$55.47

5 trading days

-4.28%

$54.31

Since filing

-1.23%

$56.04

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Frequently asked questions

What did AHR file with the SEC on Aug 10, 2026?

AHR filed a 424B5 (Secondary offering). American Healthcare REIT, Inc. filed a preliminary prospectus supplement for a secondary offering of 13,250,000 shares of common stock via forward sale agreements with Morgan Stanley, Citibank, and KeyBanc Capital Markets, with an underwriters' option for an additional 1,987,500 shares. The company expects to receive proceeds upon physical settlement within approximately 24 months.

What does a secondary offering mean for AHR stock?

New shares dilute existing holders and are often sold at a discount to the market price.

How do I read a 424B5?

The final terms of an offering of shares or bonds. Look at price, number of shares and the discount to the market price. Large offerings dilute existing shareholders.

Why are SEC filings important?

Public companies must tell the SEC about anything that can change their value — results, leadership changes, big deals, new shares, bankruptcy. Filings are the official source, often before the news. A 424B5 (prospectus (offering)): The final terms of an offering of shares or bonds.

How did AHR stock react to this filing?

AHR closed at $56.74 before the filing and $55.47 on Aug 10, 2026 (-2.24%). Five trading days later: $54.31 (-4.28%).

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