Agreement Allows American Healthcare REIT to Sell Up to $1.75 Billion in Shares
Key Facts
American Healthcare REIT and its operating partnership entered into an agreement on November 6, 2026, to sell shares through an at-the-market program with an aggregate limit of up to $1.75 billion, according to a company filing with the U.S. Securities and Exchange Commission. The agreement allows shares to be issued and sold through agents, while the limit represents the maximum sales that may be made under it. The filing does not say the company will sell the full amount or raise that sum immediately. The company will determine the size and timing of sales, making the agreement a financing framework it can use according to its needs and prevailing conditions. The announced figure is therefore the program's aggregate ceiling, not cash proceeds received when it was signed.
The filing says sales decisions may depend, among other factors, on market conditions, the trading price of the shares, capital needs and appropriate sources of financing. This means the agreement does not set a fixed schedule for volumes or execution dates; the company retains the right to decide when to sell and how many shares to offer. This structure gives the company the ability to align sales with its financing needs, while execution remains subject to its assessment of the factors listed in the filing. According to the company, that assessment will depend on market conditions at the time of the decision, as well as the share price and capital needs. The filing did not specify when sales would begin or an initial amount.
The agreement permits sales through the company's agents acting as sales agents and, where applicable, allows forward sale arrangements. It also includes an option to sell directly to the agents as principals. The agreement thus covers more than one route for executing sales, including sales through an agent, forward sale arrangements or direct sales to an agent. The filing did not specify which route the company would use first or how many shares might be sold through each. It also did not provide a timeline for executing these options.
The agreement provides that the agent's commission may not exceed 2.0% of the gross sale price of the shares. This cap applies to shares sold under the agreement, while the filing did not detail total potential commissions, which would depend on the value of sales actually executed. The commission is among the terms of the program, which sets the sales ceiling and methods of execution. The ceiling alone therefore does not mean the company will incur a commission on the full amount unless it executes sales of that size. The filing did not disclose the value of any shares sold when the agreement was signed.
According to the filing, the company intends to transfer the net proceeds it receives to its operating partnership for use for general corporate purposes. Those purposes may include potential future investments, though the filing did not name a specific investment or set a timetable. The arrangement indicates that proceeds from sales will go to the operating partnership, after applicable commissions are accounted for. But the agreement does not establish that any proceeds have already been generated or specify an expected net amount. The use of the funds remains tied to the company's general purposes and the potential future investments cited in the filing.
The program comes as part of the company's outlook issued with its second-quarter results for the year ending December 31, 2026. At the time, it raised its projected portfolio net operating income growth to a range of 11.0% to 13.0% and set its projected funds from operations per diluted share at between $2.15 and $2.19. These projections were issued with the second-quarter results and do not represent actual third-quarter results. In the same announcement, the company said its total liquidity was about $2.6 billion as of June 30, 2026. The liquidity figure included cash, undrawn facilities and expected proceeds from unsettled forward sale agreements.
In its results-date announcement, the company said it would release third-quarter results after the market close on November 5, 2026, and scheduled a public call, accompanied by a webcast, for November 6 at 1:00 p.m. Eastern time. In the November 5 session, AHR shares closed at $56.04, according to EL7 data. That closing price provides a reference point before the date the sales agreement was signed; the source does not give a later price or the stock's response after the announcement. The filing did not provide the shares' intraday trading range in that session. It also did not state a target price for sales under the program.