American Healthcare REIT Establishes New $1.75B ATM Equity Offering Program, Replacing Prior Sales Agreement
Benzinga Newsdesk 9 hours ago
OfferingsNews
On November 6, 2026, we and American Healthcare REIT Holdings, LP, or our Operating Partnership, entered into an ATM Equity Offering Sales Agreement, or the Sales Agreement, with BofA Securities, Inc., Citigroup Global
On November 6, 2026, we and American Healthcare REIT Holdings, LP, or our Operating Partnership, entered into an ATM Equity Offering Sales Agreement, or the Sales Agreement, with BofA Securities, Inc., Citigroup Global Markets Inc., Citizens JMP Securities, LLC, Credit Agricole Securities (USA) Inc., Fifth Third Securities, Inc., KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Regions Securities LLC and Truist Securities, Inc., or each, an Agent, and, collectively, the Agents, and the Forward Purchasers (as defined below), providing for the offer and sale of shares of our common stock, $0.01 par value per share, or Common Stock, having an aggregate gross sales price of up to $1,750,000,000, or the Shares, through the Agents, as our sales agents or, if applicable, as forward sellers, or directly to the Agents as principals. Upon entry into the Sales Agreement, we terminated our prior at-the-market offering program and the related ATM Equity Offering Sales Agreement, dated as of February 27, 2026, or the Prior Sales Agreement, entered into with the agents and forward purchasers named therein. At the time of the termination of the Prior Sales Agreement, approximately $170,134,000 remained unsold under the Prior Sales Agreement.
The Shares may be offered and sold in amounts and at times to be determined by us from time to time. Actual offers and sales, if any, will depend on a variety of factors to be determined by us and the Agents from time to time, including, among other things, market conditions, the trading price of the Common Stock, capital needs and determinations by us of the appropriate sources of our funding.
Sales of the Shares, if any, made pursuant to the Sales Agreement may be sold in negotiated transactions, including block trades, or transactions that are deemed to be "at the market" offerings as defined in Rule 415 under the Securities Act of 1933, as amended, by means of ordinary brokers’ transactions at market prices prevailing at the time of sale, including sales made directly on the New York Stock Exchange, sales made to or through a market maker and sales made through other securities exchanges or electronic communications networks.
The Agents are not required to sell any specific number or dollar amount of Shares but have agreed to use their commercially reasonable efforts, consistent with their normal trading and sales practices, as our sales agents or as forward sellers, and subject to the terms of the Sales Agreement and, in the case of shares offered through such Agents as forward sellers, the relevant forward sale agreement, to sell the shares of Common Stock, as instructed by us and, in the case of shares offered through such Agents as forward sellers, the relevant Forward Purchaser.
The Sales Agreement provides that an Agent will be entitled to a commission that will not exceed, but may be lower than, 2.0% of the gross sales price of all Shares sold through it as Agent. Under the terms of the Sales Agreement, we may also sell Shares to one or more Agents as principal, at a price per share to be agreed upon at the time of sale. If we sell Shares to one or more of the Agents as principal, we will enter into a separate terms agreement with such Agent or Agents, as the case may be, setting forth the terms of such transaction. In connection with each forward sale agreement, the applicable Agent, as forward seller, will receive a commission, in the form of a reduction to the initial forward price under the related forward sale agreement, at a mutually agreed rate that will not exceed, but may be lower than, 2.0% of the gross sales price per share of the borrowed shares of Common Stock sold through such Agent, as forward seller, during the applicable forward selling period for such shares (subject to certain possible adjustments to such gross sales price for daily accruals and any quarterly dividends having an "ex-dividend" date during such forward selling period).