424B5

424B5 1 ahr_08.26_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 August 10, 2026

PRELIMINARY PROSPECTUS SUPPLEMENT

(To Prospectus Dated August 12, 2024)

13,250,000 Shares

American Healthcare REIT, Inc.

Common Stock

We expect to enter into separate forward sale agreements with each of Morgan Stanley & Co. LLC, Citibank, N.A. and KeyBanc Capital Markets Inc., which we refer to in this capacity as the forward purchasers. In connection with the forward sale agreements, the forward purchasers or their respective affiliates are expected to borrow from third parties and to sell to the underwriters an aggregate of 13,250,000 shares of our common stock, $0.01 par value per share, or our common stock (or an aggregate of 15,237,500 shares if the underwriters’ 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 purchasers or their respective affiliates. We expect to physically settle the forward sale agreements (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 a forward sale agreement if we conclude it is in our best interest to do so. If we elect to cash settle a forward sale agreement, then we may not receive any proceeds and may owe cash to the relevant forward purchaser in certain circumstances. If we elect to net share settle a forward sale agreement, then we will not receive any proceeds and may owe shares of our common stock to the relevant forward purchaser in certain circumstances. See “Underwriting—Forward Sale Agreements.”

If any forward purchaser or its affiliate does not deliver and sell all of the shares of our common stock to be delivered and sold by it on the anticipated closing date of this offering, then we will issue and sell to the underwriters a number of shares of our common stock equal to the number of shares of our common stock that such forward purchaser or its affiliate did not deliver and sell, and the number of shares underlying the relevant 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 August 7, 2026 was $56.74 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.



	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions(1)	$	$
Proceeds, before expenses, to us(2)	$	$


(1)	We refer you to “Underwriting” beginning on page S-14 of this prospectus supplement for additional information regarding underwriting compensation.

(2)	We have assumed that the forward sale agreements will be fully physically settled based on a forward sale price equal to the forward sale price of $ per share, which is the public offering price less the underwriting discounts and commissions shown above. The forward sale price is subject to adjustment pursuant to the terms of each of the forward sale agreements, and the actual proceeds, if any, to us will be calculated as described in this prospectus supplement. Although we expect to settle the forward sale agreements entirely by the full physical delivery of shares of our common stock in exchange for cash proceeds, we may elect cash settlement or net share settlement for all or a portion of our obligations under any forward sale agreement. See “Underwriting—Forward Sale Agreements” for a description of the forward sale agreements.


	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-12
Use of Proceeds	S-13
Underwriting	S-14
Legal Matters	S-23
Experts	S-23
Information Incorporated By Reference	S-24
Material U.S. Federal Income Tax Considerations	S-25


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


Common stock offered by the forward purchasers or affiliates thereof (1)		13,250,000 shares (or an aggregate of 15,237,500 shares if the underwriters’ option to purchase additional shares is exercised in full)

Total common stock to be outstanding after settlement of the forward sale agreements(2)(3)(4)		231,248,775 shares

Total common stock and OP Units held by third parties to be outstanding after settlement of the forward sale agreements(1)(2)(3)(5)		233,185,200 shares of our common stock and OP Units

Accounting treatment of the forward sale agreements		We expect that, before any issuance of shares of our common stock upon physical settlement or net share settlement of any forward sale agreement, the shares issuable upon settlement of such 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 such 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 such 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 any 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 such 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 such 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 that particular forward sale agreement. However, if we decide to physically or net share settle any 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 purchasers or their respective affiliates. We estimate that we will receive approximately $ million, or $ million if the underwriters exercise in full their option to purchase additional shares of our common stock from the forward purchasers or their respective affiliates, subject to certain adjustments pursuant to the forward sale agreements, assuming full physical settlement of the forward sale agreements (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 the forward sale price of $ per share, which is the public offering price per share less the underwriting discounts and commissions shown on the cover page of this prospectus supplement. The forward sale price is subject to adjustment pursuant to the terms of


		each 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 agreements (and from the sale of any shares of our common stock sold by us to the underwriters in lieu of the forward purchasers 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 the Portfolio Acquisition, potential future investments and general corporate purposes. 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”


Underwriters		Number of Shares
Morgan Stanley & Co. LLC
Citigroup Global Markets Inc.
KeyBanc Capital Markets Inc.
Total		13,250,000



	Underwriting Discounts and Commissions Paid by Us
	No Exercise	Full Exercise
Per Share	$	$
Total	$	$


	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	*