American Healthcare REIT美股招股说明书(2026-05-21版)

American Healthcare REIT, Inc. Common Stock We entered into a forward sale agreement with Bank of America, N.A., which we refer to in this capacity as the forwardpurchaser. In connection with the forward sale agreement, the forward purchaser or its affiliate is expected to borrow from thirdparties and to sell to the underwriter an aggregate of 14,000,000 shares of our common stock, $0.01 par value per share, or ourcommon 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. Weexpect to physically settle the forward sale agreement (by the delivery of shares of our common stock) and receive proceeds fromthe sale of those shares of our common stock upon one or more forward settlement dates, which we anticipate will be withinapproximately 24 months from the date of this prospectus supplement. We may also elect to cash settle or net share settle all or aportion of our obligations under the forward sale agreement if we conclude it is in our best interest to do so. If we elect to cashsettle the forward sale agreement, then we may not receive any proceeds and may owe cash to the forward purchaser in certaincircumstances. If we elect to net share settle the forward sale agreement, then we will not receive any proceeds and may owe sharesof 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 soldby them on the anticipated closing date of this offering, then we will issue and sell to the underwriter a number of shares of ourcommon 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 20, 2026 was $51.68 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 stock. See “Prospectus Supplement Summary—Ownership Limit” in this prospectus supplement and “Descriptionof Capital Stock—Restrictions on Ownership and Transfer” in the accompanying prospectus for a description of these and otherrestrictions 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 “RiskFactors” beginning on pageS-8of this prospectus supplement and the risk factors described in our Annual Report on Form10-K for the year ended December 31, 2025, which is incorporated by reference into this prospectus supplement, beforemaking a decision to invest in our common stock in this offering. None of the U.S. Securities and Exchange Commission, any state securities commission or any other regulatory bodyhas approved or disapproved of these securities or determined if this prospectus supplement or the accompanyingprospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriter has agreed to purchase from the forward purchaser 14,000,000 shares of our common stock at a price of$50.005 per share, which is the initial forward sale price per share. The underwriter proposes to offer the shares of common stockfrom time to time for sale in one or more transactions on the NYSE, in the over-the-counter market, through negotiated transactionsor otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices,subject to receipt and acceptance by it and subject to its right to reject any order in whole or in part. See “Underwriting.” We expect that the forward sale agreement will be fully physically set