424B5

424B5 1 ahr_05.26_prelim_prosup_.htm 424B5 424B5

Filed Pursuant to Rule 424(b)(5)

Registration Statement No. 333-281488

The information in this preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed.

Preliminary Prospectus Supplement

Subject to Completion, dated May 20, 2026

PRELIMINARY PROSPECTUS SUPPLEMENT

(To Prospectus Dated August 12, 2024)

14,000,000 Shares

American Healthcare REIT, Inc.

Common Stock

We expect to enter into a forward sale agreement with Bank of America, N.A., which we refer to in this capacity as the forward purchaser. In connection with the forward sale agreement, the forward purchaser or its affiliate is expected to borrow from third parties and to sell to the underwriter an aggregate of 14,000,000 shares of our common stock, $0.01 par value per share, or our common stock (or an aggregate of 16,100,000 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. We expect to physically settle the forward sale agreement (by the delivery of shares of our common stock) and receive proceeds from the sale of those shares of our common stock upon one or more forward settlement dates, which we anticipate will be within approximately 24 months from the date of this prospectus supplement. We may also elect to cash settle or net share settle all or a portion of our obligations under the forward sale agreement if we conclude it is in our best interest to do so. If we elect to cash settle the forward sale agreement, then we may not receive any proceeds and may owe cash to the forward purchaser in certain circumstances. If we elect to net share settle the forward sale agreement, then we will not receive any proceeds and may owe shares of 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 sold by them on the anticipated closing date of this offering, then we will issue and sell to the underwriter a number of shares of our common 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 May 19, 2026 was $50.81 per share.

We were formed as a Maryland corporation in January 2015 and have elected to qualify as a real estate investment trust, or REIT, for federal income tax purposes commencing with our taxable year ended December 31, 2016. Shares of our common stock are 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 stock we may issue) or more than 9.9% (in value or number of shares, whichever is more restrictive) of the aggregate of the then outstanding shares of our common stock. In addition, our charter contains various other restrictions on the ownership and transfer of shares of our stock. See “Prospectus Supplement Summary—Ownership Limit” in this prospectus supplement and “Description of Capital Stock—Restrictions on Ownership and Transfer” in the accompanying prospectus for a description of these and other restrictions on ownership and transfer of shares of our capital stock, including our common stock.

Investing in our common stock involves risks. You should carefully consider the information under the heading “Risk Factors” beginning on page S-8 of this prospectus supplement and the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2025, which is incorporated by reference into this prospectus supplement, before making a decision to invest in our common stock in this offering.


	Page

About This Prospectus Supplement and the Prospectus	S-1
Prospectus Supplement Summary	S-3
Risk Factors	S-8
Special Note Regarding Forward-Looking Statements	S-11
Use of Proceeds	S-12
Underwriting	S-13
Legal Matters	S-22
Experts	S-22
Information Incorporated By Reference	S-23
Material U.S. Federal Income Tax Considerations	S-24


About This Prospectus	ii
Cautionary Note Regarding Forward-Looking Statements	iii
Prospectus Summary	1
Risk Factors	2
Use of Proceeds	3
Description of Capital Stock	4
Certain Provisions of Maryland Law and of our Charter and Bylaws	8
The Operating Partnership	12
Description of Warrants	15
Material U.S. Federal Income Tax Considerations	16
Selling Stockholders	35
Plan of Distribution	37
Legal Matters	39
Experts	39
Where You Can Find More Information	39
Incorporation By Reference	40




Net income	$	24,011
General and administrative		17,605
Transaction, transition and restructuring costs		1,971
Depreciation and amortization		67,062
Interest expense		18,796
Gain in fair value of derivative financial instruments		(1,527	)
Impairment of real estate investments		418
Income from unconsolidated entities		(792	)
Foreign currency loss		819
Other income, net		(2,335	)
Income tax benefit		(525	)
NOI	$	125,503

ISHC	$	71,759
SHOP		25,837
Outpatient Medical		18,718
Triple-net Leased Properties		9,189
NOI	$	125,503

2025 SHOP Acquisitions NOI	$	10,411
Remaining SHOP Portfolio NOI		15,426
SHOP NOI	$	25,837


Common stock offered by the forward purchaser or affiliate thereof(1)		14,000,000 shares (or an aggregate of 16,100,000 shares if the underwriter’s option to purchase additional shares is exercised in full)

Total common stock to be outstanding after settlement of the forward sale agreement(2)(3)(4)		206,722,308 shares

Total common stock and OP Units held by third parties to be outstanding after settlement of the forward sale agreement(1)(2)(3)(5)		208,658,733 shares of our common stock and OP Units

Accounting treatment of the forward sale agreement		We expect that, before any issuance of shares of our common stock upon physical settlement or net share settlement of the forward sale agreement, the shares issuable upon settlement of the forward sale agreement will be reflected in our diluted earnings per share calculations using the treasury stock method. Under this method, the number of shares of our common stock used in calculating diluted earnings per share and funds from operations per share will be deemed to be increased by the excess, if any, of the number of shares that would be issued upon physical settlement of the forward sale agreement over the number of shares that could be purchased by us in the market (based on the average market price during the forward selling period specified in the forward sale agreement) using the proceeds receivable upon settlement (based on the adjusted forward sale price at the end of the relevant reporting period). Consequently, prior to physical or net share settlement of the forward sale agreement and subject to the occurrence of certain events, we anticipate there will be no dilutive effect on our earnings per share or funds from operations per share as a result of the forward sale agreement except during periods when the average market price of our common stock is above the per share adjusted forward sale price of the forward sale agreement, subject to increase or decrease based on a specified daily rate less a spread, and subject to decrease by amounts related to expected dividends on our common stock during the term of the forward sale agreement. However, if we decide to physically or net share settle the forward sale agreement, delivery of shares of our common stock by us will result in dilution to our earnings per share and funds from operations per share.

Use of proceeds		We will not receive any proceeds from the sale of shares of our common stock by the forward purchaser or its affiliate. We estimate that we will receive approximately $ million, or $ million if the underwriter exercises in full its option to purchase additional shares of our common stock from the forward purchaser or its affiliate, subject to certain adjustments pursuant to the forward sale agreement, assuming full physical settlement of the forward sale agreement (which we anticipate will be within approximately 24 months from the date of this prospectus supplement), and after deducting estimated expenses. These aggregate net proceeds are based on an initial forward sale price of $ per share, which is the price per share shown on the cover page of this prospectus supplement. The forward sale price is subject to adjustment pursuant to the terms of the forward sale agreement, and the actual proceeds, if any, to us will be calculated as described in this prospectus supplement.


		We expect to contribute the net proceeds from the settlement of the forward sale agreement (and from the sale of any shares of our common stock sold by us to the underwriter in lieu of the forward purchaser selling our common stock in connection with this offering) to the Operating Partnership in exchange for OP Units. We expect the Operating Partnership to use the net proceeds received from us for general corporate purposes, including potential future investments. See “Use of Proceeds.”

Risk factors		Investing in shares of our common stock involves risks. See the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2025, which has been filed with the SEC and is incorporated by reference in this prospectus supplement and the accompanying prospectus. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus supplement and the accompanying prospectus.

NYSE symbol		“AHR”


	Shares of Our Common Stock Beneficially Owned		Shares of Our Common Stock	Shares of Our Common Stock Beneficially Owned After the Sale of the Maximum Number of Shares of Common Stock Offered for Resale (2)
	Number of Shares	Percent of Common Stock Outstanding	Issuable that May be Offered for Resale (1)	Number of Shares	Percent of Common Stock Outstanding
AHI Group Holdings (3)	1,268,643	*	1,268,643	—	*
Platform Healthcare Investor T-II, LLC (4)	1,225,083	*	1,216,572	8,511	*
Flaherty Trust, dated September 25, 1997, as amended (5)	212,857	*	211,306	1,551	*
Griffin Capital, LLC (6)	893,694	*	805,455	88,239	*


		BofA Securities

SEC Form 424B5 filed by American Healthcare REIT Inc.