8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 26, 2024

American Healthcare REIT, Inc.

(Exact name of registrant as specified in its charter)

Maryland	000-55775	47-2887436
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
18191 Von Karman Avenue, Suite 300 Irvine, California		92612
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (949) 270-9200

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

                                        Emerging growth company ☐ 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐ 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

We previously reported in our Current Report on Form 8-K filed on September 20, 2022 that we filed a Registration Statement on Form S-11 (File No. 333-267464) with the U.S. Securities and Exchange Commission for a proposed offering of our shares of common stock in conjunction with a contemplated listing of our common stock on the New York Stock Exchange, or the Proposed Listing. In connection with the Proposed Listing, effective January 26, 2024, our board of directors reclassified and designated 700,000,000 authorized but unissued shares of Class I Common Stock, $0.01 par value per share, as authorized but unissued shares of common stock, $0.01 par value per share, or the Common Stock, without any designation as to class or series, by filing Articles Supplementary with the State Department of Assessments and Taxation of Maryland.

The foregoing summary of the Articles Supplementary is qualified in its entirety by reference to the full text of the Articles Supplementary, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On January 30, 2024, we issued a press release announcing that we will be hosting a webcast for existing stockholders on February 12, 2024 at 4:00 pm eastern time. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 7.01 disclosure.

The information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
3.1	Articles Supplementary (Common Stock Reclassification) of American Healthcare REIT, Inc., dated January 26, 2024
99.1	Press release, dated January 30, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	American Healthcare REIT, Inc.
January 30, 2024
	By:/s/ Danny Prosky
	Name: Danny Prosky
	Title: Chief Executive Officer and President

EX-3.1

AMERICAN HEALTHCARE REIT, INC. ARTICLES SUPPLEMENTARY American Healthcare REIT, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Under a power contained in Section 6.2.2 of Article VI of the charter of the Corporation (the “Charter”), the Board of Directors of the Corporation (the “Board of Directors”) reclassified and designated 700,000,000 authorized but unissued shares of Class I Common Stock, $0.01 par value per share, of the Corporation (the “Class I Shares”) as authorized but unissued shares of common stock, $0.01 par value per share, of the Corporation (the “Common Shares”) without designation as to class or series. SECOND: A description of the Common Shares is contained in Articles VI and VII of the Charter. THIRD: The Class I Shares have been reclassified and designated by the Board of Directors under the authority contained in the Charter. FOURTH: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law. FIFTH: The undersigned acknowledges these Articles Supplementary to be the corporate act of the Corporation and as to all matters of facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury. [SIGNATURES APPEAR ON NEXT PAGE] EXHIBIT 3.1

IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its Chief Financial Officer and Treasurer and attested to by its Executive Vice President, General Counsel and Secretary on this 26th day of January, 2024. ATTEST: AMERICAN HEALTHCARE REIT, INC. By: /s/ Mark E. Foster By: /s/ Brian Peay Name: Mark Foster Name: Brian Peay Title: Executive Vice President, Title: Chief Financial Officer and Treasurer General Counsel and Secretary

EX-99.1

American Healthcare REIT to Host Webcast For Existing Stockholders IRVINE, Calif. (Jan. 30, 2024) – On January 29, 2024, American Healthcare REIT, Inc. (“AHR”) launched a public offering of shares of its common stock (the “Offering”). Due to limitations imposed by the Securities and Exchange Commission on our ability to communicate during the pendency of the Offering, AHR intends to host a webcast after the completion of the Offering to address questions that pre-Offering stockholders may have with respect to their investment and the Offering. The webcast is expected to take place on Monday, February 12th at 4:00 pm Eastern Time. Chief Executive Officer and President, Danny Prosky, and Chief Financial Officer, Brian Peay, will be hosting the webcast. Participants may register for the webcast by clicking here or visiting https://us02web.zoom.us/webinar/register/WN_T-ueb1o8TKeS1n0ioNDnSg. ### Contact: Alan Peterson VP, Investor Relations & Finance (949) 270-9200 investorrelations@ahcreit.com EXHIBIT 99.1

XML

Cover	Jan. 26, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 26, 2024
Current Fiscal Year End Date	--12-31
Entity Registrant Name	American Healthcare REIT, Inc.
Entity Incorporation, State or Country Code	MD
Entity File Number	000-55775
Entity Tax Identification Number	47-2887436
Entity Address, Address Line One	18191 Von Karman Avenue
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92612
City Area Code	949
Local Phone Number	270-9200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001632970