What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-05-14 compared with 2023-11-13 · 408 added, 680 removed, 633 unchanged (63% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

As of September 30, 2023 and December 31, 2022

As of March 31, 2024 and December 31, 2023

(In thousands, except share and per share amounts) (Unaudited)

September 30,

2024 December 31,

24 unchanged sentences

no ne issued and outstanding

Common Stock, $ 0.01 par value per share;

700,000,000 shares authorized;

65,372,222 shares issued and outstanding as of March 31, 2024 and no ne issued and outstanding as of December 31, 2023

Class T common stock, $ 0.01 par value per share;

200,000,000 shares authorized;

19,562,539 and 19,535,095 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively

19,552,425 and 19,552,856 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively

Class I common stock, $ 0.01 par value per share;

100,000,000 shares authorized;

46,673,320 and 46,675,367 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively

46,673,320 shares issued and outstanding as of both March 31, 2024 and December 31, 2023

Additional paid-in capital 3,275,252 2,548,307

7 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS — (Continued)

As of September 30, 2023 and December 31, 2022

As of March 31, 2024 and December 31, 2023

(In thousands) (Unaudited)

(1) Such liabilities of American Healthcare REIT, Inc.

represented liabilities of American Healthcare REIT Holdings, LP or its consolidated subsidiaries as of September 30, 2023 and December 31, 2022.

represented liabilities of American Healthcare REIT Holdings, LP or its consolidated subsidiaries as of March 31, 2024 and December 31, 2023.

American Healthcare REIT Holdings, LP is a variable interest entity, or VIE, and a consolidated subsidiary of American Healthcare REIT, Inc.

The creditors of American Healthcare REIT Holdings, LP or its consolidated subsidiaries do not have recourse against American Healthcare REIT, Inc., except for the 2022 Credit Facility, as defined in Note 8, held by American Healthcare REIT Holdings, LP in the amount of $ 910,900 and $ 965,900 as of September 30, 2023 and December 31, 2022, respectively, which was guaranteed by American Healthcare REIT, Inc.

The creditors of American Healthcare REIT Holdings, LP or its consolidated subsidiaries do not have recourse against American Healthcare REIT, Inc., except for the 2024 Credit Facility, as defined in Note 8, held by American Healthcare REIT Holdings, LP in the amount of $ 550,000 as of March 31, 2024 and the 2022 Credit Facility, as defined in Note 8, held by American Healthcare REIT Holdings, LP in the amount of $ 914,900 as of December 31, 2023, which were guaranteed by American Healthcare REIT, Inc.

The accompanying notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Three and Nine Months Ended September 30, 2023 and 2022

For the Three Months Ended March 31, 2024 and 2023

(In thousands, except share and per share amounts) (Unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

2023 2022 2023 2022

Revenues and grant income:

Three Months Ended March 31,

Resident fees and services $ 452,118 $ 408,630

Real estate revenue 47,415 43,596

Grant income 1,064 6,533 7,445 22,716

Total revenues and grant income 464,240 426,162 1,384,037 1,190,592

Total revenues 499,533 452,226

Property operating expenses 403,629 370,146

7 unchanged sentences

Interest expense (including amortization of deferred financing costs, debt discount/premium and loss on debt extinguishments) ( 36,438 ) ( 39,011 )

Gain in fair value of derivative financial instruments 3,402 — 8,200 500

Gain on dispositions of real estate investments, net 31,981 2,113 29,777 2,796

Impairment of real estate investments ( 12,510 ) ( 21,851 ) ( 12,510 ) ( 39,191 )

(Loss) income from unconsolidated entities ( 505 ) ( 344 ) ( 924 ) 1,680

Gain on re-measurement of previously held equity interests — 19,567 726 19,567

Gain (loss) in fair value of derivative financial instruments 6,417 ( 195 )

Gain (loss) on dispositions of real estate investments, net 2,263 ( 132 )

Loss from unconsolidated entities ( 1,205 ) ( 306 )

Gain on re-measurement of previously held equity interest — 726

Foreign currency (loss) gain ( 426 ) 1,008

4 unchanged sentences

( 3,004 ) ( 27,615 )

Net loss (income) attributable to noncontrolling interests 457 ( 5,861 ) 1,884 ( 9,688 )

Net (income) loss attributable to noncontrolling interests ( 888 ) 1,743

Net loss attributable to controlling interest $ ( 3,892 ) $ ( 25,872 )

Net loss per Class T and Class I common share attributable to controlling interest — basic and diluted $ ( 0.09 ) $ ( 0.21 ) $ ( 0.67 ) $ ( 0.51 )

Weighted average number of Class T and Class I common shares outstanding — basic and diluted 66,048,991 65,819,808 66,036,253 65,735,176

Net loss per share of Common Stock, Class T common stock and Class I common stock attributable to controlling interest — basic and diluted $ ( 0.04 ) $ ( 0.39 )

Weighted average number of shares of Common Stock, Class T common stock and Class I common stock outstanding — basic and diluted 104,295,142 66,026,173

$ ( 3,004 ) $ ( 27,615 )

3 unchanged sentences

Comprehensive loss ( 3,047 ) ( 27,493 )

Comprehensive loss (income) attributable to noncontrolling interests

Comprehensive (income) loss attributable to noncontrolling interests

( 888 ) 1,743

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

For the Three and Nine Months Ended September 30, 2023 and 2022

For the Three Months Ended March 31, 2024 and 2023

(In thousands, except share and per share amounts) (Unaudited)

Three Months Ended September 30, 2023

Three Months Ended March 31, 2024

Stockholders’ Equity

Class T and Class I

Common Stock Class T

Common Stock Class I

Shares Amount Number

Shares Amount Additional

5 unchanged sentences

Interests Total Equity

BALANCE — June 30, 2023

66,235,859 $ 661 $ 2,547,135 $ ( 1,209,578 ) $ ( 2,444 ) $ 1,335,774 $ 160,628 $ 1,496,402

Amortization of nonvested restricted common stock and stock units — — 1,558 — — 1,558 — 1,558

Stock based compensation — — — — — — 21 21

Distributions to noncontrolling interests — — — — — — ( 764 ) ( 764 )

Reclassification of noncontrolling interests to mezzanine equity — — — — — — ( 21 ) ( 21 )

Adjustment to value of redeemable noncontrolling interests — — ( 303 ) — — ( 303 ) ( 21 ) ( 324 )

Distributions declared ($ 0.25 per share)

— — — ( 16,616 ) — ( 16,616 ) — ( 16,616 )

Net loss — — — ( 5,989 ) — ( 5,989 ) ( 379 ) ( 6,368 ) (1)

Other comprehensive loss — — — — ( 180 ) ( 180 ) — ( 180 )

BALANCE — September 30, 2023

BALANCE — December 31, 2023

— $ — 19,552,856 $ 194 46,673,320 $ 467 $ 2,548,307 $ ( 1,276,222 ) $ ( 2,425 ) $ 1,270,321 $ 155,014 $ 1,425,335

Three Months Ended September 30, 2022

Stockholders’ Equity

Class T and Class I

Shares Amount Additional

Capital Accumulated

Deficit Accumulated

Comprehensive

Stockholders’

Equity Noncontrolling

Interests Total Equity

BALANCE — June 30, 2022 66,091,145 $ 661 $ 2,543,478 $ ( 1,024,328 ) $ ( 2,653 ) $ 1,517,158 $ 172,602 $ 1,689,760

Issuance of common stock under the DRIP 98,794 1 3,670 — — 3,671 — 3,671

Issuance of common stock 64,400,000 644 — — — — 772,156 — — 772,800 — 772,800

Offering costs — common stock — — — — — — ( 53,542 ) — — ( 53,542 ) — ( 53,542 )

Issuance of nonvested restricted common stock 972,222 — — — — — — — — — — —

2 unchanged sentences

Repurchase of common stock — — ( 431 ) — — — ( 14 ) — — ( 14 ) — ( 14 )

Purchase of noncontrolling interest — — — — — — ( 478 ) — — ( 478 ) 37 ( 441 )

Distributions to noncontrolling interests — — — — — — — — — — ( 992 ) ( 992 )

Reclassification of noncontrolling interests to mezzanine equity — — — — — — ( 20 ) ( 20 )

Reclassification of noncontrolling interests from mezzanine equity, net — — — — — — — — — — 15,282 15,282

Adjustment to value of redeemable noncontrolling interests — — — — — — 6,909 — — 6,909 ( 8 ) 6,901

3 unchanged sentences

Other comprehensive loss — — — — — — — — ( 43 ) ( 43 ) — ( 43 )

BALANCE — September 30, 2022 66,042,869 $ 660 $ 2,534,020 $ ( 1,064,270 ) $ ( 3,130 ) $ 1,467,280 $ 172,226 $ 1,639,506

BALANCE — March 31, 2024

65,372,222 $ 644 19,552,425 $ 194 46,673,320 $ 467 $ 3,275,252 $ ( 1,313,190 ) $ ( 2,468 ) $ 1,960,899 $ 170,263 $ 2,131,162

AMERICAN HEALTHCARE REIT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY — (Continued)

For the Three and Nine Months Ended September 30, 2023 and 2022

For the Three Months Ended March 31, 2024 and 2023

(In thousands, except share and per share amounts) (Unaudited)

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2023

Stockholders’ Equity

Class T and Class I

Common Stock Class I

Shares Amount Number

Shares Amount Additional

8 unchanged sentences

Issuance of nonvested restricted common stock 1,956 — — — — — — — — —

Vested restricted stock units(2) 4,120 — ( 72 ) — — ( 72 ) — ( 72 )

Amortization of nonvested restricted common stock and stock units — — — — 1,051 — — 1,051 — 1,051

8 unchanged sentences

Other comprehensive income — — — — — — 122 122 — 122

BALANCE — September 30, 2023

66,235,859 $ 661 $ 2,548,390 $ ( 1,232,183 ) $ ( 2,624 ) $ 1,314,244 $ 159,464 $ 1,473,708

AMERICAN HEALTHCARE REIT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY — (Continued)

For the Three and Nine Months Ended September 30, 2023 and 2022

(In thousands, except share and per share amounts) (Unaudited)

Nine Months Ended September 30, 2022

Stockholders’ Equity

Class T and Class I

Shares Amount Additional

Capital Accumulated

Deficit Accumulated

Comprehensive

Stockholders’

Equity Noncontrolling

Interests Total Equity

BALANCE — December 31, 2021

65,758,004 $ 658 $ 2,533,904 $ ( 951,303 ) $ ( 1,966 ) $ 1,581,293 $ 175,553 $ 1,756,846

Offering costs — common stock — — ( 2 ) — — ( 2 ) — ( 2 )

Issuance of common stock under the DRIP

705,169 7 26,111 — — 26,118 — 26,118

Issuance of nonvested restricted common stock 18,690 — — — — — — —

Amortization of nonvested restricted common stock and stock units — — 2,705 — — 2,705 — 2,705

Stock based compensation — — — — — — 62 62

Repurchase of common stock

( 438,994 ) ( 5 ) ( 16,228 ) — — ( 16,233 ) — ( 16,233 )

Distributions to noncontrolling interests — — — — — — ( 10,568 ) ( 10,568 )

Adjustment to noncontrolling interest in connection with the Merger — — ( 1,173 ) — — ( 1,173 ) 1,173 —

Reclassification of noncontrolling interests to mezzanine equity

— — — — — — ( 62 ) ( 62 )

Adjustment to value of redeemable noncontrolling interests — — ( 11,297 ) — — ( 11,297 ) ( 3,297 ) ( 14,594 )

Distributions declared ($ 1.20 per share)

— — — ( 79,196 ) — ( 79,196 ) — ( 79,196 )

Net (loss) income — — — ( 33,771 ) — ( 33,771 ) 9,365 ( 24,406 ) (1)

Other comprehensive loss — — — — ( 1,164 ) ( 1,164 ) — ( 1,164 )

BALANCE — September 30, 2022

BALANCE — March 31, 2023

19,536,622 $ 194 46,673,686 $ 467 $ 2,546,299 $ ( 1,180,741 ) $ ( 2,568 ) $ 1,363,651 $ 163,338 $ 1,526,989

(1) For the three months ended September 30, 2023 and 2022, amounts exclude $( 78 ) and $ 354 , respectively, of net (loss) income attributable to redeemable noncontrolling interests.

For the nine months ended September 30, 2023 and 2022, amounts exclude $( 564 ) and $ 323 , respectively, of net (loss) income attributable to redeemable noncontrolling interests.

(1) For the three months ended March 31, 2024 and 2023, amounts exclude $( 21 ) and $( 368 ), respectively, of net (loss) attributable to redeemable noncontrolling interests.

See Note 11, Redeemable Noncontrolling Interests, for further discussion.

(2) The amounts are shown net of common stock withheld from issuance to satisfy employee minimum tax withholding requirements in connection with the vesting of restricted stock units.

See Note 12, Equity — AHR 2015 Incentive Plan, for further discussion.

The accompanying notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30, 2023 and 2022

For the Three Months Ended March 31, 2024 and 2023

(In thousands) (Unaudited)

Nine Months Ended September 30,

Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES

$ ( 3,004 ) $ ( 27,615 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Depreciation and amortization 42,767 44,670

2 unchanged sentences

Stock based compensation 1,935 1,072

Gain on dispositions of real estate investments, net ( 29,777 ) ( 2,796 )

Impairment of real estate investments 12,510 39,191

Loss (income) from unconsolidated entities 924 ( 1,680 )

Gain on re-measurement of previously held equity interests ( 726 ) ( 19,567 )

Foreign currency (gain) loss ( 351 ) 8,427

(Gain) loss on dispositions of real estate investments, net ( 2,263 ) 132

Loss from unconsolidated entities 1,205 306

Gain on re-measurement of previously held equity interest — ( 726 )

Foreign currency loss (gain) 434 ( 1,063 )

Loss on extinguishments of debt 1,280 —

4 unchanged sentences

Accounts payable and accrued liabilities ( 1,866 ) 1,790

Accounts payable due to affiliates — ( 184 )

Operating lease liabilities ( 8,893 ) ( 9,328 )

Security deposits, prepaid rent and other liabilities 53 5,757

Net cash provided by operating activities 72,766 113,441

Net cash (used in) provided by operating activities ( 5,954 ) 23,862

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from dispositions of real estate investments 167,861 25,622

Developments and capital expenditures ( 19,886 ) ( 21,500 )

Proceeds from dispositions of real estate investments 14,522 6,901

Acquisitions of real estate investments ( 352 ) ( 11,680 )

Acquisitions of previously held equity interests ( 335 ) ( 13,713 )

Acquisition of previously held equity interest — ( 335 )

Investments in unconsolidated entities — ( 6,000 )

Issuance of notes receivable ( 13,778 ) ( 3,000 )

Issuance of real estate notes receivable ( 7,753 ) —

Principal repayments on real estate notes receivable 8,383 —

Real estate and other deposits ( 137 ) ( 705 )

Net cash provided by (used in) investing activities 20,701 ( 122,539 )

Net cash used in investing activities ( 5,223 ) ( 33,319 )

CASH FLOWS FROM FINANCING ACTIVITIES

3 unchanged sentences

Payments on the lines of credit and term loan ( 612,323 ) ( 82,100 )

Borrowings under financing obligation 16,283 —

Payments on financing and other obligations ( 782 ) ( 733 )

Deferred financing costs ( 5,838 ) ( 1,048 )

Debt extinguishment costs ( 269 ) ( 3,222 )

Proceeds from issuance of common stock 772,800 —

Payment of offering costs ( 47,534 ) ( 3 )

Distributions paid to common stockholders ( 16,596 ) ( 26,492 )

Repurchase of common stock ( 14 ) ( 78 )

Purchase of noncontrolling interest ( 441 ) —

Distributions to noncontrolling interests ( 991 ) ( 4,076 )

Redemption of noncontrolling interests ( 25,312 ) ( 15,803 )

AMERICAN HEALTHCARE REIT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)

For the Nine Months Ended September 30, 2023 and 2022

For the Three Months Ended March 31, 2024 and 2023

(In thousands) (Unaudited)

Nine Months Ended September 30,

Payments to taxing authorities in connection with common stock directly withheld from employees $ ( 72 ) $ —

Distributions to noncontrolling interests in total equity ( 7,371 ) ( 9,821 )

Contribution from redeemable noncontrolling interest — 273

Distributions to redeemable noncontrolling interests ( 1,190 ) ( 1,918 )

Repurchase of redeemable noncontrolling interests ( 15,954 ) —

Payment of offering costs ( 885 ) ( 666 )

Three Months Ended March 31,

Security deposits $ 48 $ ( 145 )

Net cash (used in) provided by financing activities ( 123,177 ) 7,969

Net cash provided by (used in) financing activities 44,962 ( 14,300 )

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH $ 33,785 $ ( 23,757 )

17 unchanged sentences

Accrued developments and capital expenditures $ 24,127 $ 26,102

Capital expenditures from financing obligations $ 1,301 $ —

Capital expenditures from financing and other obligations $ 353 $ —

Tenant improvement overage $ 1,553 $ —

Issuance of common stock under the DRIP $ — $ 26,118

Acquisition of real estate investments with assumed mortgage loans payable, net of debt discount $ 91,472 $ —

Reclassification of noncontrolling interest from mezzanine equity, net $ 15,282 $ —

Distributions declared but not paid — common stockholders $ 32,900 $ 16,554

2 unchanged sentences

Accrued offering costs $ 2,446 $ 1,255

AMERICAN HEALTHCARE REIT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)

For the Nine Months Ended September 30, 2023 and 2022

(In thousands) (Unaudited)

Nine Months Ended September 30,

The following represents the net increase (decrease) in certain assets and liabilities in connection with our acquisitions and dispositions of investments:

1 unchanged sentence

Other assets, net $ ( 3,749 ) $ 162

Mortgage loan payable, net $ — $ 33,241

Accounts payable and accrued liabilities $ ( 12 ) $ 548

Financing obligations $ — $ 12

Security deposits, prepaid rent and other liabilities $ ( 458 ) $ 15,994

Security deposits and other liabilities $ ( 236 ) $ 312

The accompanying notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

For the Three and Nine Months Ended September 30, 2023 and 2022

For the Three Months Ended March 31, 2024 and 2023

The use of the words “we,” “us” or “our” refers to American Healthcare REIT, Inc.

2 unchanged sentences

Overview and Background

American Healthcare REIT, Inc., a Maryland corporation, is a self-managed real estate investment trust, or REIT, that owns a diversified portfolio of clinical healthcare real estate properties, focusing primarily on medical office buildings, or MOBs, senior housing, skilled nursing facilities, or SNFs, hospitals and other healthcare-related facilities.

American Healthcare REIT, Inc., a Maryland corporation, is a self-managed real estate investment trust, or REIT, that acquires, owns and operates a diversified portfolio of clinical healthcare real estate properties, focusing primarily on outpatient medical buildings, senior housing, skilled nursing facilities, or SNFs, and other healthcare-related facilities.

We also operate healthcare-related facilities utilizing the structure permitted by the REIT Investment Diversification and Empowerment Act of 2007, which is commonly referred to as a “RIDEA” structure (the provisions of the Internal Revenue Code of 1986, as amended, or the Code, authorizing the RIDEA structure were enacted as part of the Housing and Economic Recovery Act of 2008).

6 unchanged sentences

We believe that we have been organized and operated, and we intend to continue to operate, in conformity with the requirements for qualification and taxation as a REIT under the Code.

On October 1, 2021, Griffin-American Healthcare REIT III, Inc., or GAHR III, merged with and into a wholly owned subsidiary, or Merger Sub, of Griffin-American Healthcare REIT IV, Inc., or GAHR IV, with Merger Sub being the surviving company, which we refer to as the REIT Merger, and our operating partnership, Griffin-American Healthcare REIT IV Holdings, LP, merged with and into Griffin-American Healthcare REIT III Holdings, LP, or the Surviving Partnership, with the Surviving Partnership being the surviving entity, which we refer to as the Partnership Merger and, together with the REIT Merger, the Merger.

Following the Merger on October 1, 2021, our company was renamed American Healthcare REIT, Inc.

and the Surviving Partnership was renamed American Healthcare REIT Holdings, LP, or our operating partnership.

Also on October 1, 2021, immediately prior to the consummation of the Merger, and pursuant to a contribution and exchange agreement dated June 23, 2021, GAHR III acquired a newly formed entity, American Healthcare Opps Holdings, LLC, or NewCo, which we refer to as the AHI Acquisition.

Following the Merger and the AHI Acquisition, our company became self-managed.

Operating Partnership

We conduct substantially all of our operations through our operating partnership, and we are the sole general partner of our operating partnership.

As of both September 30, 2023 and December 31, 2022 , we owned 95.0 % of the partnership units, or OP units, in our operating partnership, and the remaining 5.0 % limited OP units, were owned by AHI Group Holdings, LLC, which is owned and controlled by Jeffrey T.

Hanson, the non-executive Chairman of our board of directors, or our board, Danny Prosky, our Chief Executive Officer and President, and Mathieu B.

As of March 31, 2024 and December 31, 2023 , we owned 97.4 % and 95.0 %, respectively, of the partnership units, or OP units, in our operating partnership, and the remaining 2.6 % and 5.0 %, respectively, limited OP units were owned by AHI Group Holdings, LLC, which is owned and controlled by Jeffrey T.

Hanson, the non-executive Chairman of our board of directors, or our board, Danny Prosky, our Chief Executive Officer, President and director, and Mathieu B.

Streiff, one of our directors;

1 unchanged sentence

Flaherty Trust;

and a wholly owned subsidiary of Griffin Capital Company, LLC, or collectively, the NewCo Sellers.

and a wholly owned subsidiary of Griffin Capital Company, LLC, or collectively, the Limited Partners.

See Note 11, Redeemable Noncontrolling Interests, and Note 12, Equity — Noncontrolling Interests in Total Equity, for a further discussion of the ownership in our operating partnership.

Public Offerings

As of September 30, 2023, after taking into consideration the impact of the Merger and the reverse stock split as discussed in Note 2, Summary of Significant Accounting Policies, we had issued 65,445,557 shares for a total of $ 2,737,716,000 of common stock since February 26, 2014 in our initial public offerings and our distribution reinvestment plan, or DRIP, offerings (includes historical offering amounts sold by GAHR III and GAHR IV prior to the Merger).

On September 16, 2022, we filed with the United States Securities and Exchange Commission, or the SEC, a Registration Statement on Form S-11 (File No.

333-267464), which was last amended on November 7, 2023 upon filing with the SEC Amendment No.

2 to Registration Statement on Form S-11, with respect to a proposed public offering by us 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.

Such registration statement and contemplated listing are not yet effective.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Public Offerings and Listing

We issued an aggregate 65,445,557 shares of Class T common stock and Class I common stock, for a total of $ 2,737,716,000 in gross offering proceeds, since February 26, 2014 in our initial public offerings and our distribution reinvestment plan, or DRIP, offerings.

Our initial public offerings were terminated as of April 2019.

On February 9, 2024, pursuant to a Registration Statement filed with the United States Securities and Exchange Commission, or SEC, on Form S-11 (File No.

333-267464), as amended, we closed our underwritten public offering, or the 2024 Offering, through which we issued 64,400,000 shares of Common Stock, for a total of $ 772,800,000 in gross offering proceeds.

Such amounts include the exercise in full of the underwriters’ overallotment option to purchase up to an additional 8,400,000 shares of Common Stock.

These shares are listed on the New York Stock Exchange, or NYSE, under the trading symbol “AHR” and began trading on February 7, 2024.

Following the closing of the 2024 Offering, we are presenting Common Stock, Class T common stock and Class I common stock, or collectively, common stock, as separate classes within our condensed consolidated balance sheets and condensed consolidated statements of equity.

Any references to “Common Stock” in this Quarterly Report on Form 10-Q refer to our NYSE-listed shares sold through the 2024 Offering, whereas Class T common stock and Class I common stock refer to our classes of common stock that are not NYSE-listed.

This applies to all historical periods presented herein.

See Note 12, Equity — Common Stock, and Note 12, Equity — Distribution Reinvestment Plan, for a further discussion of our public offerings.

Our Real Estate Investments Portfolio

We currently operate through six reportable business segments:

integrated senior health campuses, MOBs, SHOP, SNFs, senior housing — leased and hospitals.

As of September 30, 2023, we owned and/or operated 298 buildings and integrated senior health campuses, including completed development and expansion projects, representing approximately 18,875,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $ 4,485,940,000 .

In addition, as of September 30, 2023, we also owned a real estate-related debt investment purchased for $ 60,429,000 .

Our residents, tenants, operating partners and managers, our industry and the U.S.

economy have been adversely affected by the impacts of the COVID-19 pandemic, including its economic impact.

While the immediate effects of the COVID-19 pandemic have subsided, the timing and extent of the economic recovery towards pre-pandemic norms is dependent upon many factors, including the emergence and severity of future COVID-19 variants, the effectiveness and frequency of booster vaccinations, the duration and implications of ongoing or future restrictions and safety measures, the availability of ongoing government financial support to our tenants, operating partners and managers and the overall pace of economic recovery, among others.

As an owner and operator of healthcare facilities, we expect to continue to be adversely affected by the long-term effects of the COVID-19 pandemic for some period of time;

however, it is not possible to predict the full extent of its future impact on us, including our residents, tenants, operating partners and managers, the operations of our properties or the markets in which they are located, or the overall healthcare industry.

We have evaluated such economic impacts of the COVID-19 pandemic on our business thus far and have incorporated information concerning such impacts into our assessments of liquidity, impairment and collectability from tenants and residents as of September 30, 2023.

We will continue to monitor such impacts and will adjust our estimates and assumptions based on the best available information.

We currently operate through four reportable business segments:

integrated senior health campuses, outpatient medical, or OM, SHOP and triple-net leased properties.

As of March 31, 2024, we owned and/or operated 318 buildings and integrated senior health campuses, representing approximately 19,451,000 square feet of gross leasable area, for an aggregate contract

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

purchase price of $ 4,566,829,000 .

In addition, as of March 31, 2024, we also owned a real estate-related debt investment purchased for $ 60,429,000 .

Summary of Significant Accounting Policies

6 unchanged sentences

We evaluate our ability to control an entity, and whether the entity is a VIE and we are the primary beneficiary, by considering substantive terms of the arrangement and identifying which enterprise has the power to direct the activities of the entity that most significantly impacts the entity’s economic performance.

Our condensed consolidated financial statements have been and are prepared on the going concern basis of accounting, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business.

As of September 30, 2023, the 2019 Trilogy Credit Facility, as defined in Note 8, Lines of Credit and Term Loan, for our consolidated subsidiary of which we indirectly own approximately 74.0 %, has an outstanding balance of approximately $ 367,000,000 and matures in less than 12 months on September 5, 2024.

The 2019 Trilogy Credit Facility is secured by 28 of our integrated senior health campuses and is non-recourse to us.

We also do not guarantee the 2019 Trilogy Credit Facility for any nonperformance of the principal or interest payments.

Management plans to refinance the outstanding balance prior to its maturity.

Management also believes that given the current value of these campuses relative to the current outstanding balance of the 2019 Trilogy Credit Facility, it is probable such loan could be refinanced under current lending conditions to extend the maturity date beyond 12 months from the filing date of our accompanying condensed consolidated financial statements.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

On November 15, 2022 we effected a one-for-four reverse stock split of our common stock and a corresponding reverse split of the OP units, or the Reverse Splits.

All numbers of common shares and per share data, as well as the OP units, in our accompanying condensed consolidated financial statements and related notes have been retroactively adjusted for all periods presented to give effect to the Reverse Splits.

We operate and intend to continue to operate in an umbrella partnership REIT structure in which our operating partnership, or wholly owned subsidiaries of our operating partnership and all non-wholly owned subsidiaries of which we have control, will own substantially all of the interests in properties acquired on our behalf.

We are the sole general partner of our operating partnership and as of both September 30, 2023 and December 31, 2022, we owned a 95.0 % general partnership interest therein, and the remaining 5.0 % limited partnership interest was owned by the NewCo Sellers.

We operate and intend to continue to operate in an umbrella partnership REIT structure in which our operating partnership, wholly-owned subsidiaries of our operating partnership and all non-wholly owned subsidiaries of which we have control will own substantially all of the interests in properties acquired on our behalf.

We are the sole general partner of our operating partnership, and as of March 31, 2024 and December 31, 2023, we owned a 97.4 % and 95.0 %, respectively, general partnership interest therein, and the remaining 2.6 % and 5.0 %, respectively, limited partnership interest was owned by the Limited Partners.

The accounts of our operating partnership are consolidated in our accompanying condensed consolidated financial statements because we are the sole general partner of our operating partnership and have unilateral control over its management and major operating decisions (even if additional limited partners are admitted to our operating partnership).

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We believe that although the disclosures contained herein are adequate to prevent the information presented from being misleading, our accompanying condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our 2023 Annual Report on Form 10-K, as filed with the SEC on March 22, 2024.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Use of Estimates

1 unchanged sentence

Significant items subject to such estimates and assumptions include, but are not limited to, the initial and recurring valuation of certain assets acquired and liabilities assumed through property acquisitions including through business combinations, goodwill and its impairment, revenues and grant income, allowance for credit losses, impairment of long-lived and intangible assets and contingencies.

These estimates are made and evaluated on an on-going basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances.

These estimates are made and evaluated on an ongoing basis using information that is currently available, as well as various other assumptions believed to be reasonable under the circumstances.

Actual results could differ from those estimates, perhaps in material adverse ways, and those estimates could be different under different assumptions or conditions.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Revenue Recognition — Resident Fees and Services Revenue

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The following tables disaggregate our resident fees and services revenue by line of business, according to whether such revenue is recognized at a point in time or over time (in thousands):

Three Months Ended September 30,

Senior Health

Campuses SHOP(1) Total Integrated

Senior Health

Campuses SHOP(1) Total

Over time $ 305,379 $ 42,752 $ 348,131 $ 265,705 $ 38,740 $ 304,445

Point in time 66,912 1,163 68,075 63,046 815 63,861

Total resident fees and services $ 372,291 $ 43,915 $ 416,206 $ 328,751 $ 39,555 $ 368,306

Nine Months Ended September 30,

Three Months Ended March 31,

Senior Health

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The following tables disaggregate our resident fees and services revenue by payor class (in thousands):

Three Months Ended September 30,

Senior Health

Campuses SHOP(1) Total Integrated

Senior Health

Campuses SHOP(1) Total

Private and other payors

$ 177,901 $ 41,296 $ 219,197 $ 151,296 $ 36,228 $ 187,524

112,773 974 113,747 112,547 — 112,547

81,617 1,645 83,262 64,908 3,327 68,235

Total resident fees and services

$ 372,291 $ 43,915 $ 416,206 $ 328,751 $ 39,555 $ 368,306

Nine Months Ended September 30,

Three Months Ended March 31,

Senior Health

8 unchanged sentences

$ 393,122 $ 58,996 $ 452,118 $ 361,770 $ 46,860 $ 408,630

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

(1) Includes fees for basic housing, as well as fees for assisted living or skilled nursing care.

1 unchanged sentence

Residency agreements are generally for a term of 30 days, with resident fees billed monthly in advance.

For patients under reimbursement arrangements with Medicaid, revenue is recorded based on contractually agreed-upon amounts or rates on a per resident, daily basis or as services are rendered.

For patients under reimbursement arrangements with Medicaid, revenue is recorded based on contractually agreed-upon amounts or rates on a daily, per resident basis or as services are rendered.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Accounts Receivable, Net — Resident Fees and Services Revenue

3 unchanged sentences

$ 66,218 $ 51,260 $ 30,799 $ 148,277

Ending balance — September 30, 2023

Ending balance — March 31, 2024

73,716 71,142 31,529 176,387

4 unchanged sentences

Beginning balance — January 1, 2024

Ending balance — September 30, 2023

Increase $ 2,992

Ending balance — March 31, 2024

Decrease $ ( 782 )

Resident and Tenant Receivables and Allowances

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Tenant receivables, which are related to real estate revenue, and unbilled deferred rent receivables are reduced for amounts where collectability is not probable, which are recognized as direct reductions of real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive loss.

The following is a summary of our adjustments to allowances for the nine months ended September 30, 2023 and 2022 (in thousands):

Nine Months Ended September 30,

The following is a summary of our adjustments to allowances for the three months ended March 31, 2024 and 2023 (in thousands):

Three Months Ended March 31,

Beginning balance

5 unchanged sentences

$ 18,526 $ 14,391

Properties Held for Sale

We classify a property or group of operating properties as held for sale in the period when certain criteria are met, such as we commit to a plan to sell the property and have determined that the sale is probable.

Upon classification of a property as held for sale, we record the property at the lower of its carrying amount or fair value less costs to sell.

In addition, a property being held for sale ceases to be depreciated.

Our properties held for sale are included in other assets, net in our accompanying condensed consolidated balance sheets.

On January 25, 2024, we disposed of one of our SHOP that was held for sale for a contract sales price of $ 4,500,000 and recognized a gain on sale of $ 645,000 .

For the three months ended March 31, 2023, we did not dispose of any held for sale properties.

See Note 3, Real Estate Investments, Net and Business Combinations — Dispositions of Real Estate Investments, for a further discussion of our property dispositions.

AMERICAN HEALTHCARE REIT, INC.

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Accounts Payable and Accrued Liabilities

As of September 30, 2023 and December 31, 2022, accounts payable and accrued liabilities primarily include insurance reserves of $ 43,050,000 and $ 39,893,000 , respectively, reimbursement of payroll-related costs to the managers of our SHOP and integrated senior health campuses of $ 40,650,000 and $ 38,624,000 , respectively, accrued property taxes of $ 28,619,000 and $ 24,926,000 , respectively, accrued developments and capital expenditures to unaffiliated third parties of $ 19,329,000 and $ 30,211,000 , respectively, and accrued distributions to common stockholders of $ 16,559,000 and $ 26,484,000 , respectively.

As of March 31, 2024 and December 31, 2023, accounts payable and accrued liabilities primarily include reimbursement of payroll-related costs to the managers of our SHOP and integrated senior health campuses of $ 46,931,000 and $ 42,698,000 , respectively, insurance reserves of $ 44,691,000 and $ 44,548,000 , respectively, accrued distributions to common stockholders of $ 32,900,000 and $ 16,557,000 , respectively, and accrued property taxes of $ 24,374,000 and $ 23,549,000 , respectively.

Recently Issued Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update, or ASU, 2020-04, Facilitation of the Effects of Reference Rate Reform of Financial Reporting , or ASU 2020-04, which provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions, subject to meeting certain criteria.

ASU 2020-04 applies to the aforementioned transactions that reference the London Inter-bank Offered Rate, or LIBOR, or another reference rate expected to be discontinued because of the reference rate reform.

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848) , or ASU 2021-01, which clarifies that certain optional expedients and exceptions for contract modification and hedge accounting apply to derivative instruments that use an interest rate for margining, discounting or contract price alignment that is modified as a result of the discontinuation of the use of LIBOR as a benchmark interest rate due to reference rate reform.

In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848 , or ASU 2022-06, which extends the period of time entities can utilize the reference rate reform relief guidance under ASU 2020-04 from December 31, 2022 to December 31, 2024.

ASU 2020-04, ASU 2021-01 and ASU 2022-06 are effective for fiscal years and interim periods beginning after March 12, 2020 and through the effective date December 31, 2024, as extended by ASU 2022-06.

We adopted such accounting pronouncements on January 1, 2023, which has not had a material impact on our consolidated financial statements and disclosures as of September 30, 2023.

In July 2023, the FASB issued ASU 2023-03 , Presentation of Financial Statements (Topic 205), Income Statement-Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation-Stock Compensation (Topic 718):

Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.

120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280-General Revision of Regulation S-X:

Income or Loss Applicable to Common Stock, or ASU 2023-03.

ASU 2023-03 amends the Accounting Standards Codification, or ASC, for SEC updates pursuant to SEC Staff Accounting Bulletin No.

SEC Staff Announcement at the March 24, 2022 Emerging Issues Task Force Meeting;

and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 - General Revision of Regulation S-X:

Income or Loss Applicable to Common Stock.

These updates were immediately effective and did not have a material impact on our consolidated financial statements and disclosures.

In August 2023, the FASB issued ASU 2023-05, Business Combinations — Joint Venture Formations (Subtopic 805- 60):

Recognition and Initial Measurement, or ASU 2023-05.

ASU 2023-05 applies to the initial formation of a “joint venture” or a “corporate joint venture” as defined in the accounting literature and requires a joint venture to apply a new basis of accounting by initially measuring and recognizing all contributions received upon its formation at fair value.

In particular, a joint venture will measure its total assets and liabilities upon formation as the fair value of the joint venture as a whole, which would equal the fair value of all of the joint venture’s outstanding equity interests.

The new guidance does not change the definition of a joint venture, the accounting by the investors for their investments in a joint venture (e.g., equity method accounting) or the accounting by a joint venture for contributions received after its formation.

ASU 2023-05 will be applied prospectively and is effective for all newly-formed joint venture entities with a formation date on or after January 1, 2025.

Early adoption is permitted.

We do not expect the adoption of ASU 2023-05 on January 1, 2025 to have a material impact to our consolidated financial statements and disclosures.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

In November 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, or ASU 2023-07, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses.

Such disclosure amendments include the requirement for public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted and should be applied retrospectively to all prior periods presented in the financial statements.

We are currently evaluating this guidance to determine the impact to our consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, or ASU 2023-09, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024.

Early adoption is permitted and should be applied prospectively;

however, retrospective application is permitted.

We are currently evaluating this guidance to determine the impact to our consolidated financial statements and disclosures.

In March 2024, the SEC adopted final rules, The Enhancement and Standardization of Climate-Related Disclosures for Investors .

The final rules require a registrant to disclose, among other things:

material climate-related risks;

activities to mitigate or adapt to such risks, as well as a quantitative and qualitative description of material expenditures incurred and material impacts on financial estimates and assumptions that directly result from such mitigation or adaptation activities;

material capitalized costs, expenses and losses incurred as a result of severe weather events and other natural conditions;

information about the registrant’s board of directors’ oversight of climate-related risks and management’s role in managing material climate-related risks;

and information on any climate-related targets or goals that are material to the registrant’s business, results of operations or financial condition.

The rules require registrants to provide such climate-related disclosures in their annual reports, beginning with annual reports for the year ending December 31, 2025 for calendar-year-end large accelerated filers.

In April 2024, the SEC stayed the final rules in response to legal challenges to the rules.

As a result, it is not clear whether current compliance deadlines will be extended once the litigation is resolved.

We are currently evaluating this guidance to determine the impact to our consolidated financial statement disclosures.

Real Estate Investments, Net and Business Combinations

Our real estate investments, net consisted of the following as of September 30, 2023 and December 31, 2022 (in thousands):

September 30,

Our real estate investments, net consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands):

Building, improvements and construction in process $ 3,666,999 $ 3,604,299

4 unchanged sentences

$ 3,478,773 $ 3,425,438

Depreciation expense for the three months ended September 30, 2023 and 2022 was $ 36,929,000 and $ 35,327,000 , respectively, and for the nine months ended September 30, 2023 and 2022 was $ 109,967,000 and $ 104,077,000 , respectively.

The following is a summary of our capital expenditures for the three and nine months ended September 30, 2023 (in thousands):

September 30,

Integrated senior health campuses $ 8,806 $ 37,865

MOBs 5,235 16,077

SHOP 5,006 8,935

Senior housing — leased 172 417

Hospitals — —

Total $ 19,219 $ 63,294

Acquisitions of Real Estate Investments and Previously Leased Real Estate Investments

Acquisitions of Real Estate Investments

For the nine months ended September 30, 2023, using cash on hand and debt financing, we, through a majority-owned subsidiary of Trilogy Investors, LLC, or Trilogy, completed the acquisition of one integrated senior health campus.

The following is a summary of our property acquisition for the nine months ended September 30, 2023 (dollars in thousands):

Location Date Acquired Contract

Purchase Price Mortgage

Louisville, KY 02/15/23 $ 11,000 $ 7,700

In addition, on June 30, 2023, we, through a majority-owned subsidiary of Trilogy, acquired a land parcel in Ohio for a contract purchase price of $ 660,000 , plus closing costs, for the future expansion of an existing integrated senior health campus.

Depreciation expense for the three months ended March 31, 2024 and 2023 was $ 37,135,000 and $ 35,899,000 , respectively.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Acquisitions of Previously Leased Real Estate Investments

For the nine months ended September 30, 2023, using cash and debt financing, we, through a majority-owned subsidiary of Trilogy, acquired three previously leased real estate investments located in Indiana and Ohio.

The following is a summary of such acquisitions, which are included in our integrated senior health campuses segment (dollars in thousands):

Location Date Acquired Contract

Purchase Price Mortgage

Loan Payable Financing

Washington, IN 07/13/23 $ 14,200 $ 12,212 $ —

Tell City, IN 07/13/23 2,400 1,988 —

New Albany, OH 07/13/23 16,283 — 16,283

The following is a summary of our capital expenditures by reportable segment for the three months ended March 31, 2024 (in thousands):

Three Months Ended

March 31, 2024

Integrated senior health campuses $ 5,766

Triple-net leased properties —

Total $ 13,637

We accounted for our acquisitions of land and real estate investments completed during the nine months ended September 30, 2023 as asset acquisitions.

The following table summarizes the purchase price of such assets acquired at the time of acquisition based on their relative fair values and adjusted for $ 28,623,000 operating lease right-of-use assets and $ 30,498,000 operating lease liabilities (in thousands):

Building and improvements $ 38,517

Land and improvements 4,917

Total assets acquired $ 43,434

Included in the capital expenditure amounts above are costs for the development and expansion of our integrated senior health campuses.

For the three months ended March 31, 2024, we completed the development of one integrated senior health campus for $ 18,969,000 .

Dispositions of Real Estate Investments

For the nine months ended September 30, 2023, we disposed of six SHOP and 14 MOBs.

For the three months ended March 31, 2024, we disposed of two OM buildings that were included in real estate investments in our accompanying condensed consolidated balance sheets.

We recognized a total aggregate net gain on such dispositions of $ 1,618,000 .

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Disposed Contract

Pinellas Park, FL(1) 1 SHOP 02/01/23 $ 7,730

Olympia Fields, IL 1 MOB 04/10/23 3,750

Auburn, CA 1 MOB 04/26/23 7,050

Pottsville, PA 1 MOB 04/26/23 6,000

New London, CT 1 MOB 05/24/23 4,200

Stratford, CT 1 MOB 05/24/23 4,800

Westbrook, CT 1 MOB 05/24/23 7,250

Lakeland, FL(1) 1 SHOP 06/01/23 7,080

Winter Haven, FL(1) 1 SHOP 06/01/23 17,500

Acworth, GA 3 MOB 06/14/23 8,775

Lithonia, GA 1 MOB 06/14/23 3,445

Stockbridge, GA 1 MOB 06/14/23 2,430

Lake Placid, FL(1) 1 SHOP 06/30/23 5,620

Brooksville, FL(1) 1 SHOP 06/30/23 7,800

Spring Hill, FL(1) 1 SHOP 08/01/23 7,800

Morristown, NJ 1 MOB 08/09/23 62,210

Evendale, OH 1 MOB 08/29/23 11,900

Longview, TX 1 MOB 09/19/23 1,500

Marietta, GA 1 OM 01/16/24 $ 6,674

Homewood, AL 1 OM 03/18/24 4,462

Total 2 $ 11,136

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

(1) As of September 30, 2023, we had disposed of all of the facilities that comprised the Central Florida Senior Housing Portfolio.

See Note 11, Redeemable Noncontrolling Interests, for information about the ownership of the Central Florida Senior Housing Portfolio.

Impairment of Real Estate Investments

As we continue to evaluate additional non-strategic properties for sale, we determined that two of our SHOP were impaired and recognized an aggregate impairment charge of $ 12,510,000 for the three and nine months ended September 30, 2023, which reduced the total aggregate carrying value of such assets to $ 15,977,000 .

The remaining $ 3,477,000 carrying value of one such SHOP was then reclassified to properties held for sale, which is included in other assets, net in our accompanying condensed consolidated balance sheet.

The fair value of one SHOP was based on its projected sales price from independent third-party letters of intent, which were considered Level 2 measurements within the fair value hierarchy.

The fair value of the other SHOP was determined by a third-party appraiser based on the sales comparison approach with the most significant inputs based on a price per unit and price per square foot analysis within the area for similar types of assets.

The ranges of these inputs were $ 190,000 to $ 200,000 per unit and $ 250 to $ 260 per square foot, which were considered Level 3 measurements within the fair value hierarchy.

In 2022, we commenced an initiative to evaluate non-strategic assets for sale.

In doing so, we determined that five and eight of our SHOP, respectively, were impaired and recognized an aggregate impairment charge of $ 21,851,000 and $ 39,191,000 , for the three and nine months ended September 30, 2022, respectively, which reduced the total carrying value of such eight SHOP to $ 63,154,000 .

The fair value of one SHOP was determined by the sales price from an executed purchase and sale agreement with a third-party buyer, which was considered a Level 2 measurement within the fair value hierarchy.

The fair values of the remaining seven SHOP were based on their projected sales prices, which were considered Level 2 measurements within the fair value hierarchy.

We disposed of three such impaired facilities during the fourth quarter of 2022, and we disposed of the remaining five such impaired facilities during the nine months ended September 30, 2023.

See the “Dispositions of Real Estate Investments” section above.

Business Combinations

On February 1, 2024, we acquired a portfolio of 14 senior housing properties in Oregon from an unaffiliated third party, which properties are included in our SHOP segment.

These properties are part of the underlying collateral pool of real estate assets securing our debt security investment, as defined and described in Note 4.

We acquired such properties by assuming the outstanding principal balance of each related mortgage loan payable from one of the borrowers since such borrower was in default.

The aggregated principal balance of such assumed mortgage loans payable was $ 94,461,000 at the time of acquisition.

No cash consideration was exchanged as part of the transactions;

however, we incurred transaction costs of $ 3,112,000 related to the acquisition of such properties.

See Note 4, Debt Security Investment, Net, for a further discussion.

On February 15, 2023, we, through a majority-owned subsidiary of Trilogy, acquired from an unaffiliated third party, a 60.0 % controlling interest in a privately held company, Memory Care Partners, LLC, or MCP, that operated integrated senior health campuses located in Kentucky.

2 unchanged sentences

In connection with the acquisition of the remaining interest in MCP, we now own a 100 % controlling interest in MCP.

As a result, we re-measured the fair value of our previously held equity interest in MCP and recognized a gain on re-measurement of $ 726,000 in our accompanying condensed consolidated statements of operations and comprehensive loss.

On January 3, 2022, we, through a majority-owned subsidiary of Trilogy, acquired an integrated senior health campus in Kentucky from an unaffiliated third party.

The contract purchase price for such property acquisition was $ 27,790,000 plus immaterial transaction costs.

We acquired such property using cash on hand and placed a mortgage loan payable of $ 20,800,000 on the property at the time of acquisition.

On April 1, 2022, we, through a majority-owned subsidiary of Trilogy, acquired a 50.0 % interest in a pharmaceutical business in Florida from an unaffiliated third party and incurred transaction costs of $ 938,000 .

Prior to such pharmaceutical business acquisition, we owned the other 50.0 % interest in such business, which was accounted for as an equity method investment.

Therefore, through March 31, 2022, our 50.0 % interest in the net earnings or losses of such unconsolidated entity was included in income or loss from unconsolidated entities in our accompanying condensed consolidated statements of operations and comprehensive loss.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

On August 1, 2022, we, through a majority-owned subsidiary of Trilogy, acquired a 50.0 % controlling interest in a privately held company, RHS Partners, LLC, or RHS, that owns and/or operates 16 integrated senior health campuses located in Indiana, from an unaffiliated third party.

The contract purchase price for the acquisition of RHS was $ 36,661,000 plus immaterial closing costs, which was primarily acquired using cash on hand.

Prior to such acquisition, we owned a 50.0 % interest in RHS, which was accounted for as an equity method investment and was included in investments in unconsolidated entities within other assets, net in our accompanying condensed consolidated balance sheet as of December 31, 2021.

Therefore, through July 31, 2022, our 50.0 % equity interest in the net earnings or losses of RHS was included in income or loss from unconsolidated entities in our accompanying condensed consolidated statements of operations and comprehensive loss.

In connection with the acquisition of the remaining interest in RHS, we now own a 100 % controlling interest in RHS.

As a result, we re-measured the fair value of our previously held equity interest in RHS and recognized a gain on re-measurement of $ 19,567,000 in our accompanying condensed consolidated statements of operations and comprehensive loss.

Based on quantitative and qualitative considerations, such business combinations were not material to us individually or in the aggregate and therefore, pro forma financial information is not provided.

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Any necessary adjustments are finalized within one year from the date of acquisition.

The table below summarizes the acquisition date fair values of the assets acquired and liabilities assumed of our business combinations during the nine months ended September 30, 2023 and 2022 (in thousands):

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

The table below summarizes the acquisition date fair values of the assets acquired and liabilities assumed of our business combinations during the three months ended March 31, 2024 and 2023 (in thousands):

Acquisition 2023

Building and improvements $ 64,350 $ —

Land 14,210 —

In-place leases 12,912 —

2 unchanged sentences

Cash and restricted cash — 565

Certificates of need — 3,567

Operating lease right-of-use assets — 153,777

Other assets 66 1,787

Accounts receivable, net 343 —

Other assets 9 66

Total assets acquired 91,824 4,001

Security deposits and other liabilities ( 812 ) ( 15,994 )

Mortgage loans payable — ( 45,300 )

Mortgage loans payable (including debt discount of $ 2,989 )

Accounts payable and accrued liabilities ( 352 ) ( 1,676 )

Operating lease liabilities — ( 161,121 )

Financing obligations — ( 12 )

Security deposits and other liabilities — ( 812 )

Total liabilities assumed ( 91,824 ) ( 2,500 )

2 unchanged sentences

Our investment in a commercial mortgage-backed debt security, or debt security, bears an interest rate on the stated principal amount thereof equal to 4.24 % per annum, the terms of which security provide for monthly interest-only payments.

The debt security matures on August 25, 2025 at a stated amount of $ 93,433,000 , resulting in an anticipated yield-to-maturity of 10.0 % per annum.

The debt security matures on August 25, 2025 at an aggregate stated amount of $ 93,433,000 , resulting in an anticipated yield-to-maturity of 10.0 % per annum.

The debt security was issued by an unaffiliated mortgage trust and represents a 10.0 % beneficial ownership interest in such mortgage trust.

The debt security is subordinate to all other interests in the mortgage trust and is not guaranteed by a government-sponsored entity.

On February 1, 2024, we acquired a portfolio of 14 senior housing properties in Oregon from an unaffiliated third party, which properties are included in the underlying collateral pool of real estate assets securing our debt security investment.

We acquired such properties by assuming the outstanding principal balance of each related mortgage loan payable from one of the borrowers since such borrower was in default.

We did not grant any concessions to such borrower, and the carrying value of our debt security investment at the time of acquisition did not exceed the fair value of such properties.

See Note 3, Real Estate Investments, Net and Business Combinations, for a further discussion of such acquisition.

As of March 31, 2024 and December 31, 2023, the carrying amount of the debt security investment was $ 87,984,000 and $ 86,935,000 , respectively, net of unamortized closing costs of $ 413,000 and $ 489,000 , respectively.

Accretion on the debt security for the three months ended March 31, 2024 and 2023 was $ 1,125,000 and $ 1,020,000 , respectively, which is recorded as an increase to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive loss.

Amortization expense of closing costs for the three months ended March 31, 2024 and 2023 was $ 76,000 and $ 65,000 , respectively, which is recorded as a decrease to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive loss.

We evaluated credit quality indicators such as the agency ratings and the underlying collateral of such investment in order to determine expected future credit loss.

No credit loss was recorded for the three months ended March 31, 2024 and 2023.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

As of September 30, 2023 and December 31, 2022, the carrying amount of the debt security investment was $ 85,922,000 and $ 83,000,000 , respectively, net of unamortized closing costs of $ 563,000 and $ 767,000 , respectively.

Accretion on the debt security for the three months ended September 30, 2023 and 2022 was $ 1,060,000 and $ 960,000 , respectively, and for the nine months ended September 30, 2023 and 2022 was $ 3,126,000 and $ 2,926,000 , respectively, which is recorded as an increase to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive loss.

Amortization expense of closing costs for the three months ended September 30, 2023 and 2022 was $ 71,000 and $ 60,000 , respectively, and for the nine months ended September 30, 2023 and 2022 was $ 204,000 and $ 174,000 , respectively, which is recorded as a decrease to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive loss.

We evaluated credit quality indicators such as the agency ratings and the underlying collateral of such investment in order to determine expected future credit loss.

We did not record a credit loss for the three and nine months ended September 30, 2023 and 2022.

Identified intangible assets, net and identified intangible liabilities, net consisted of the following as of September 30, 2023 and December 31, 2022 (dollars in thousands):

September 30,

Identified Intangible Assets and Liabilities

Identified intangible assets, net and identified intangible liabilities, net consisted of the following as of March 31, 2024 and December 31, 2023 (dollars in thousands):

Amortized intangible assets:

In-place leases, net of accumulated amortization of $ 45,275 and $ 38,930 as of September 30, 2023 and December 31, 2022, respectively (with a weighted average remaining life of 7.5 years and 7.0 years as of September 30, 2023 and December 31, 2022, respectively)

In-place leases, net of accumulated amortization of $ 37,431 and $ 35,437 as of March 31, 2024 and December 31, 2023, respectively (with a weighted average remaining life of 6.2 years and 7.7 years as of March 31, 2024 and December 31, 2023, respectively)

$ 50,552 $ 42,615

Above-market leases, net of accumulated amortization of $ 6,676 and $ 6,360 as of September 30, 2023 and December 31, 2022, respectively (with a weighted average remaining life of 7.7 years and 9.0 years as of September 30, 2023 and December 31, 2022, respectively)

Above-market leases, net of accumulated amortization of $ 7,462 and $ 7,079 as of March 31, 2024 and December 31, 2023, respectively (with a weighted average remaining life of 7.4 years and 7.5 years as of March 31, 2024 and December 31, 2023, respectively)

15,189 15,905

Customer relationships, net of accumulated amortization of $ 897 and $ 785 as of September 30, 2023 and December 31, 2022, respectively (with a weighted average remaining life of 12.9 years and 13.7 years as of September 30, 2023 and December 31, 2022, respectively)

Customer relationships, net of accumulated amortization of $ 972 and $ 934 as of March 31, 2024 and December 31, 2023, respectively (with a weighted average remaining life of 12.4 years and 12.7 years as of March 31, 2024 and December 31, 2023, respectively)

Unamortized intangible assets:

3 unchanged sentences

Amortized intangible liabilities:

Below-market leases, net of accumulated amortization of $ 3,187 and $ 2,508 as of September 30, 2023 and December 31, 2022, respectively (with a weighted average remaining life of 7.9 years and 8.4 years as of September 30, 2023 and December 31, 2022, respectively)

Below-market leases, net of accumulated amortization of $ 2,950 and $ 2,831 as of March 31, 2024 and December 31, 2023, respectively (with a weighted average remaining life of 7.0 years and 7.2 years as of March 31, 2024 and December 31, 2023, respectively)

$ 5,805 $ 6,095

Total identified intangible liabilities, net $ 5,805 $ 6,095

Amortization expense on identified intangible assets for the three months ended September 30, 2023 and 2022 was $ 15,351,000 and $ 5,534,000 , respectively, which included $ 3,573,000 and $ 1,113,000 , respectively, of amortization recorded as a decrease to real estate revenue for above-market leases in our accompanying condensed consolidated statements of operations and comprehensive loss.

Amortization expense on identified intangible assets for the nine months ended September 30, 2023 and 2022 was $ 40,133,000 and $ 19,894,000 , respectively, which included $ 13,515,000 and $ 3,340,000 , respectively, of amortization recorded as a decrease to real estate revenue for above-market leases in our accompanying condensed consolidated statements of operations and comprehensive loss.

On March 1, 2023, we transitioned our SNFs within Central Wisconsin Senior Care Portfolio to a RIDEA structure, which resulted in a full amortization of $ 8,073,000 of above-market leases and $ 885,000 of in-place leases.

In addition, we fully amortized $ 2,756,000 of above-market leases and $ 5,750,000 of in-place leases during the three months ended September 30, 2023 in connection with the transition of our senior housing — leased facilities within Michigan ALF Portfolio to a RIDEA structure.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Amortization expense on below-market leases for the three months ended September 30, 2023 and 2022 was $ 470,000 and $ 413,000 , respectively, and for the nine months ended September 30, 2023 and 2022 was $ 1,282,000 and $ 1,436,000 , respectively, which is recorded as an increase to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive loss.

In connection with the transition of our senior housing — leased facilities within Michigan ALF Portfolio to a RIDEA structure, we fully amortized $ 112,000 of below-market leases during the three months ended September 30, 2023.

The aggregate weighted average remaining life of the identified intangible assets was 7.7 years as of both September 30, 2023 and December 31, 2022.

The aggregate weighted average remaining life of the identified intangible liabilities was 7.9 years and 8.4 years as of September 30, 2023 and December 31, 2022, respectively.

As of September 30, 2023, estimated amortization expense on the identified intangible assets and liabilities for the three months ending December 31, 2023 and for each of the next four years ending December 31, and thereafter was as follows (in thousands):

Amortization expense on identified intangible assets for the three months ended March 31, 2024 and 2023 was $ 5,713,000 and $ 17,071,000 , respectively, which included $ 716,000 and $ 9,083,000 , respectively, of amortization recorded as a decrease to real estate revenue for above-market leases in our accompanying condensed consolidated statements of operations and comprehensive loss.

In March 2023, we transitioned our SNFs within Central Wisconsin Senior Care Portfolio from triple-net leased properties to a RIDEA structure, which resulted in a full amortization of $ 8,073,000 of above-market leases and $ 885,000 of in-place leases.

Amortization expense on below-market leases for the three months ended March 31, 2024 and 2023 was $ 290,000 and $ 408,000 , respectively, which is recorded as an increase to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive loss.

The aggregate weighted average remaining life of the identified intangible assets was 6.7 years and 7.8 years as of March 31, 2024 and December 31, 2023, respectively.

The aggregate weighted average remaining life of the identified intangible liabilities was 7.0 years and 7.2 years as of March 31, 2024 and December 31, 2023, respectively.

As of March 31, 2024, estimated amortization expense on the identified intangible assets and liabilities for the remaining nine months ending December 31, 2024 and for each of the next four years ending December 31, and thereafter was as follows (in thousands):

Amortization Expense

8 unchanged sentences

Total $ 67,609 $ ( 5,805 )

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Other Assets, Net

Other assets, net consisted of the following as of September 30, 2023 and December 31, 2022 (dollars in thousands):

September 30,

Other assets, net consisted of the following as of March 31, 2024 and December 31, 2023 (dollars in thousands):

Deferred rent receivables $ 48,541 $ 47,540

2 unchanged sentences

Investments in unconsolidated entities 19,411 20,611

Lease commissions, net of accumulated amortization of $ 6,794 and $ 6,260 as of September 30, 2023 and December 31, 2022, respectively

Lease commissions, net of accumulated amortization of $ 7,500 and $ 7,231 as of March 31, 2024 and December 31, 2023, respectively

17,442 17,565

Derivative financial instrument 8,200 —

Deferred financing costs, net of accumulated amortization of $ 8,013 and $ 5,704 as of September 30, 2023 and December 31, 2022, respectively

Lease inducement, net of accumulated amortization of $ 2,456 and $ 2,193 as of September 30, 2023 and December 31, 2022, respectively (with a weighted average remaining life of 7.2 years and 7.9 years as of September 30, 2023 and December 31, 2022, respectively)

Derivative financial instruments 5,491 1,463

Deferred financing costs, net of accumulated amortization of $ 7,117 and $ 8,494 as of March 31, 2024 and December 31, 2023, respectively

Lease inducement, net of accumulated amortization of $ 2,632 and $ 2,544 as of March 31, 2024 and December 31, 2023, respectively (with a weighted average remaining life of 6.7 years and 6.9 years as of March 31, 2024 and December 31, 2023, respectively)

Total $ 151,930 $ 146,141

Deferred financing costs included in other assets, net were related to the 2019 Trilogy Credit Facility and the senior unsecured revolving credit facility portion of the 2022 Credit Facility.

See Note 8, Lines of Credit and Term Loan, for further discussion.

Amortization expense on lease inducement for both the three and nine months ended September 30, 2023 and 2022 was $ 87,000 and $ 263,000 , respectively, which is recorded as a decrease to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive loss.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Deferred financing costs included in other assets, net were related to the Trilogy Credit Facility, as defined in Note 8, as well as the senior unsecured revolving credit facility portions of the 2022 Credit Facility and 2024 Credit Facility.

For the three months ended March 31, 2024, in connection with the replacement of the 2022 Credit Facility with the 2024 Credit Facility, we incurred an aggregate loss of $ 565,000 on the extinguishment of part of the senior unsecured revolving credit facility, which formed part of the 2022 Credit Facility.

Such loss on extinguishment of debt is recorded as an increase to interest expense in our accompanying condensed consolidated statements of operations and comprehensive loss, and was due to the partial write-off of unamortized deferred financing costs related to the senior unsecured revolving credit facility portion of the 2022 Credit Facility.

See Note 8, Lines of Credit and Term Loan, for further discussion of our lines of credit.

Amortization expense on lease inducement for both the three months ended March 31, 2024 and 2023 was $ 88,000 , which is recorded as a decrease to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive loss.

Mortgage Loans Payable, Net

Mortgage loans payable, net consisted of the following as of September 30, 2023 and December 31, 2022 (dollars in thousands):

September 30,

Total fixed-rate debt ( 71 loans and 68 loans as of September 30, 2023 and December 31, 2022, respectively)

Mortgage loans payable, net consisted of the following as of March 31, 2024 and December 31, 2023 (dollars in thousands):

Total fixed-rate debt ( 90 loans and 76 loans as of March 31, 2024 and December 31, 2023, respectively)

$ 1,082,865 $ 990,325

Total variable-rate debt ( 13 loans and 11 loans as of September 30, 2023 and December 31, 2022, respectively)

Total variable-rate debt ( 5 loans and 13 loans as of March 31, 2024 and December 31, 2023, respectively)

172,255 335,988

4 unchanged sentences

Mortgage loans payable, net $ 1,228,435 $ 1,302,396

Based on interest rates in effect as of September 30, 2023 and December 31, 2022, effective interest rates ranged from 2.21 % to 8.44 % per annum and 2.21 % to 7.26 % per annum, respectively, with a weighted average effective interest rate of 4.64 % and 4.29 %, respectively.

Based on interest rates in effect as of March 31, 2024 and December 31, 2023, effective interest rates on mortgage loans payable ranged from 2.21 % to 8.18 % per annum and 2.21 % to 8.46 % per annum, respectively, with a weighted average effective interest rate of 4.27 % and 4.72 %, respectively.

We are required by the terms of certain loan documents to meet certain reporting requirements and covenants, such as net worth ratios, fixed charge coverage ratios and leverage ratios.

The following table reflects the changes in the carrying amount of mortgage loans payable, net for the nine months ended September 30, 2023 and 2022 (in thousands):

Nine Months Ended September 30,

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

The following table reflects the changes in the carrying amount of mortgage loans payable, net for the three months ended March 31, 2024 and 2023 (in thousands):

Three Months Ended March 31,

Beginning balance $ 1,302,396 $ 1,229,847

6 unchanged sentences

Early payoff of mortgage loans payable ( 176,145 ) —

Payoff of a mortgage loans payable due to disposition of real estate investment ( 26,856 ) ( 8,637 )

Deferred financing costs

1 unchanged sentence

Ending balance $ 1,228,435 $ 1,233,745

For the three and nine months ended September 30, 2023, we incurred a loss on the early extinguishment of mortgage loan payable of $ 345,000 , which is recorded as an increase to interest expense in our accompanying condensed consolidated statements of operations and comprehensive loss.

Such loss was related to the payoff of a mortgage loan payable due to the disposition of a real estate investment in August 2023.

For the three and nine months ended September 30, 2022, we incurred an aggregate loss on the early extinguishment of mortgage loans payable of $ 628,000 and $ 1,877,000 , respectively, which is recorded as an increase to interest expense in our accompanying condensed consolidated statements of operations and comprehensive loss.

Such aggregate loss was primarily related to the payoff of a mortgage loan payable due to the disposition of a real estate investment in September 2022 and the write-off of unamortized loan discount related to eight mortgage loans payable that we refinanced on January 1, 2022 that were due to mature in 2044 through 2052.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

As of September 30, 2023, the principal payments due on our mortgage loans payable for the three months ending December 31, 2023 and for each of the next four years ending December 31, and thereafter were as follows (in thousands):

For the three months ended March 31, 2024, we incurred an aggregate loss on the early extinguishment of a mortgage loan payable of $ 715,000 , which is recorded as an increase to interest expense in our accompanying condensed consolidated statements of operations and comprehensive loss.

Such aggregate loss was primarily related to the payoff of approximately $ 176,145,000 of mortgage loans payable using the net proceeds from the 2024 Offering.

For the three months ended March 31, 2023, we did not incur any gain or loss on the extinguishment of mortgage loans payable.

As of March 31, 2024, the principal payments due on our mortgage loans payable for the remaining nine months ending December 31, 2024 and for each of the next four years ending December 31, and thereafter were as follows (in thousands):

2024 $ 177,717

Thereafter 590,546

2 unchanged sentences

2022 Credit Facility

On January 19, 2022 , we, through our operating partnership, as borrower, and certain of our subsidiaries, or the subsidiary guarantors, collectively as guarantors, entered into an agreement, or the 2022 Credit Agreement, to amend and restate the credit agreement for our existing credit facility with Bank of America, N.A., or Bank of America, KeyBank National Association, Citizens Bank, National Association, and the lenders named therein.

The 2022 Credit Agreement provides for a credit facility with an aggregate maximum principal amount up to $ 1,050,000,000 , or the 2022 Credit Facility, which consists of a senior unsecured revolving credit facility in the initial aggregate amount of $ 500,000,000 and a senior unsecured term loan facility in the initial aggregate amount of $ 550,000,000 .

The proceeds of loans made under the 2022 Credit Facility may be used for refinancing existing indebtedness and for general corporate purposes including for working capital, capital expenditures and other corporate purposes not inconsistent with obligations under the 2022 Credit Agreement.

We, through our operating partnership, as borrower, and certain of our subsidiaries, or the subsidiary guarantors, collectively as guarantors, were party to an amended agreement, or the 2022 Credit Agreement, with Bank of America, N.A., or Bank of America, KeyBank National Association, or KeyBank, Citizens Bank, National Association, or Citizens Bank, and the lenders named therein, which provided for a credit facility with an aggregate maximum principal amount up to $ 1,050,000,000 , or the 2022 Credit Facility.

The 2022 Credit Facility consisted of a senior unsecured revolving credit facility in the initial aggregate amount of $ 500,000,000 and a senior unsecured term loan facility in the initial aggregate amount of $ 550,000,000 .

As of December 31, 2023, borrowings outstanding under the 2022 Credit Facility totaled $ 914,900,000 , and the weighted average interest rate on such borrowings outstanding was 7.08 % per annum.

Under the terms of the 2022 Credit Agreement, the revolving loans would have matured on January 19, 2026, and the term loan would have matured on January 19, 2027.

On February 14, 2024, the 2022 Credit Agreement was amended and restated in its entirety.

See below for a further discussion.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

2024 Credit Facility

On February 14, 2024, we, through our operating partnership, as borrower, and certain of our subsidiaries, or the subsidiary guarantors, and our company, collectively as guarantors, entered into an agreement, or the 2024 Credit Agreement, that amended, restated, superseded and replaced the 2022 Credit Agreement with Bank of America, KeyBank, Citizens Bank and a syndicate of other banks, as lenders, to obtain a credit facility with an aggregate maximum principal amount up to $ 1,150,000,000 , or the 2024 Credit Facility.

The 2024 Credit Facility consists of a senior unsecured revolving credit facility in the initial aggregate amount of $ 600,000,000 and a senior unsecured term loan facility in the initial aggregate amount of $ 550,000,000 .

The proceeds of loans made under the 2024 Credit Facility may be used for general corporate purposes including for working capital, capital expenditures, refinancing existing indebtedness and other corporate purposes not inconsistent with obligations under the 2024 Credit Agreement.

We may also obtain up to $ 25,000,000 in the form of standby letters of credit pursuant to the 2024 Credit Facility.

Unless defined herein, all capitalized terms under this “2024 Credit Facility” subsection are defined in the 2024 Credit Agreement.

Under the terms of the 2022 Credit Agreement, the revolving loans mature on January 19, 2026, and may be extended for one 12 -month period, subject to the satisfaction of certain conditions, including payment of an extension fee.

Under the terms of the 2024 Credit Agreement, the Revolving Loans mature on February 14, 2028, and may be extended for one 12 -month period, subject to the satisfaction of certain conditions, including payment of an extension fee.

The Term Loan matures on January 19, 2027, and may not be extended.

The maximum principal amount of the 2024 Credit Facility may be increased by an aggregate incremental amount of $ 600,000,000 , subject to:

(i) the terms of the 2022 Credit Agreement;

and (ii) at least five business days’ prior written notice to Bank of America.

The 2022 Credit Facility bears interest at varying rates based upon, at our option, (i) Daily SOFR, plus the Applicable Rate for Daily SOFR Rate Loans or (ii) the Term SOFR, plus the Applicable Rate for Term SOFR Rate Loans.

(i) the terms of the 2024 Credit Agreement and (ii) at least five business days’ prior written notice to Bank of America.

At our option, the 2024 Credit Facility bears interest at varying rates based upon (i) Daily SOFR, plus the Applicable Rate for Daily SOFR Rate Loans or (ii) Term SOFR, plus the Applicable Rate for Term SOFR Rate Loans.

If, under the terms of the 2024 Credit Agreement, there is an inability to determine the Daily SOFR or the Term SOFR, then the 2024 Credit Facility will bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate for Base Rate Loans.

The loans may be repaid in whole or in part without prepayment premium or penalty, subject to certain conditions.

We are required to pay a fee on the unused portion of the lenders’ commitments under the 2024 Credit Agreement computed at (a) 0.25 % per annum if the actual daily Commitment Utilization Percentage for such quarter is less than or equal to 50 % and (b) 0.20 % per annum if the actual daily Commitment Utilization Percentage for such quarter is greater than 50 %, which fee shall be computed on the actual daily amount of the Available Commitments during the period for which payment is made and payable in arrears on a quarterly basis.

The 2024 Credit Agreement requires us to add additional subsidiaries as guarantors in the event the value of the assets owned by the subsidiary guarantors falls below a certain threshold as set forth in the 2024 Credit Agreement.

In the event of default, Bank of America has the right to terminate the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions under the 2022 Credit Agreement, and to accelerate the payment on any unpaid principal amount of all outstanding loans and interest thereon.

On March 1, 2023, we entered into an amendment to the 2022 Credit Agreement, or the First Amendment.

The material terms of the First Amendment provided for revisions to certain financial covenants for a limited period of time.

Except as modified by the terms of the First Amendment, the material terms of the 2022 Credit Agreement remain in full force and effect.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

As of both September 30, 2023 and December 31, 2022, our aggregate borrowing capacity under the 2022 Credit Facility was $ 1,050,000,000 , excluding the $ 25,000,000 in standby letters of credit described above.

As of September 30, 2023 and December 31, 2022, borrowings outstanding under the 2022 Credit Facility totaled $ 910,900,000 ($ 910,076,000 , net of deferred financing costs related to the senior unsecured term loan facility portion of the 2022 Credit Facility) and $ 965,900,000 ($ 965,060,000 , net of deferred financing costs related to the senior unsecured term loan facility portion of the 2022 Credit Facility), respectively, and the weighted average interest rate on such borrowings outstanding was 7.07 % and 6.07 % per annum, respectively.

As of September 30, 2023, we have entered into interest rate swaps to mitigate the risk associated with the entire $ 550,000,000 outstanding borrowing amount of our term loan.

See Note 9, Derivative Financial Instruments, for a further discussion.

In January 2022, in connection with the 2022 Credit Agreement, we incurred an aggregate $ 3,161,000 loss on the extinguishment of a portion of senior unsecured term loan related to former credit facilities.

Such loss on extinguishment of debt is recorded as an increase to interest expense in our accompanying condensed consolidated statements of operations and comprehensive loss, and primarily consisted of lender fees we paid to obtain the 2022 Credit Facility.

In the event of default, Bank of America has the right to terminate the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions under the 2024 Credit Agreement and to accelerate the payment on any unpaid principal amount of all outstanding loans and all interest accrued and unpaid thereon.

As of March 31, 2024, our aggregate borrowing capacity under the 2024 Credit Facility was $ 1,150,000,000 , excluding the $ 25,000,000 standby letters of credit described above.

As of March 31, 2024, borrowings outstanding under the 2024 Credit Facility totaled $ 550,000,000 ($ 549,308,000 , net of deferred financing costs related to the senior unsecured term loan facility portion of the 2024 Credit Facility), and the weighted average interest rate on such borrowings outstanding was 6.66 % per annum.

Trilogy Credit Facility

We, through Trilogy RER, LLC, are party to an amended and restated loan agreement, or the 2019 Trilogy Credit Agreement, among certain subsidiaries of Trilogy OpCo, LLC, Trilogy RER, LLC, and Trilogy Pro Services, LLC;

We, through Trilogy RER, LLC, are party to an amended loan agreement, or the Trilogy Credit Agreement, among certain subsidiaries of Trilogy OpCo, LLC, Trilogy RER, LLC, and Trilogy Pro Services, LLC;

CIT Bank, N.A.;

7 unchanged sentences

The proceeds of the Trilogy Credit Facility may be used for acquisitions, debt repayment and general corporate purposes.

The maximum principal amount of the 2019 Trilogy Credit Facility could have been increased by up to $ 140,000,000 , for a total principal amount of $ 500,000,000 , subject to certain conditions.

On December 20, 2022, we entered into an amendment to the 2019 Trilogy Credit Agreement, or the 2019 Trilogy Credit Amendment.

The material terms of the 2019 Trilogy Credit Amendment provided for an increase to the secured revolver amount from $ 325,000,000 to $ 365,000,000 , thereby increasing our aggregate maximum principal amount under the credit facility from $ 360,000,000 to $ 400,000,000 .

In addition, all references to LIBOR were replaced with the Secured Overnight Financing Rate, or SOFR.

On March 30, 2023, we further amended the 2019 Trilogy Credit Agreement to update the definition of Implied Debt Service, which is used to calculate the Real Estate Borrowing Base Availability, for interest rate changes and to add an annual interest-only payment calculation option.

Except as modified by the terms of the amendments, the material terms of the 2019 Trilogy Credit Agreement remain in full force and effect.

Unless defined herein, all capitalized terms under this “2019 Trilogy Credit Facility” subsection are defined in the 2019 Trilogy Credit Amendment.

The 2019 Trilogy Credit Facility was due to mature on September 5, 2023;

however, pursuant to the terms of the 2019 Trilogy Credit Agreement, at such time we extended the maturity date for one 12 -month period to mature on September 4, 2024, and paid an extension fee of $ 600,000 .

At our option, the 2019 Trilogy Credit Facility bears interest at per annum rates equal to (a) SOFR, plus 2.75 % for SOFR Rate Loans and (b) for Base Rate Loans, 1.75 % plus the highest of:

(i) the fluctuating rate per annum of interest in effect for such day as established from time to time by KeyBank as its prime rate, (ii) 0.50 % above the Federal Funds Effective Rate and (iii) 1.00 % above one-month Adjusted Term SOFR.

As of both September 30, 2023 and December 31, 2022, our aggregate borrowing capacity under the 2019 Trilogy Credit Facility was $ 400,000,000 .

As of September 30, 2023 and December 31, 2022, borrowings outstanding under the 2019 Trilogy Credit Facility totaled $ 367,000,000 and $ 316,734,000 , respectively, and the weighted average interest rate on such borrowings outstanding was 8.18 % and 7.17 % per annum, respectively.

The maximum principal amount of the Trilogy Credit Facility could be increased by up to $ 100,000,000 , for a total principal amount of $ 500,000,000 , subject to certain conditions.

Unless defined herein, all capitalized terms under this “Trilogy Credit Facility” subsection are defined in the Trilogy Credit Agreement, as amended.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

The Trilogy Credit Facility is due to mature on June 5, 2025.

At our option, the Trilogy Credit Facility bears interest at per annum rates equal to (a) SOFR, plus 2.75 % for SOFR Rate Loans and (b) for Base Rate Loans, 1.75 % plus the highest of:

As of both March 31, 2024 and December 31, 2023, our aggregate borrowing capacity under the Trilogy Credit Facility was $ 400,000,000 .

As of March 31, 2024 and December 31, 2023, borrowings outstanding under the Trilogy Credit Facility totaled $ 210,000,000 and $ 309,823,000 , respectively, and the weighted average interest rate on such borrowings outstanding was 8.17 % and 8.20 % per annum, respectively.

Derivative Financial Instruments

We use derivative financial instruments to manage interest rate risk associated with our variable-rate term loan pursuant to our 2022 Credit Facility and we record such derivative financial instruments in our accompanying condensed consolidated balance sheets as either an asset or a liability measured at fair value.

We did no t have any derivative financial instruments as of December 31, 2022.

The following table provides information with respect to the derivative financial instruments held by us as of September 30, 2023, which were included in other assets, net in our accompanying condensed consolidated balance sheet (dollars in thousands):

Instrument Notional Amount Index Interest Rate Effective Date Maturity Date Fair Value

September 30, 2023

We use derivative financial instruments to manage interest rate risk associated with variable-rate debt.

We recorded such derivative financial instruments in our accompanying condensed consolidated balance sheets as either an asset or a liability, as applicable, measured at fair value.

The following table lists the derivative financial instruments held by us as of March 31, 2024 and December 31, 2023, which were included in other assets and other liabilities in our accompanying condensed consolidated balance sheets (dollars in thousands):

Instrument Notional

Amount Index Interest Rate Effective Date Maturity Date March 31, 2024 December 31, 2023

Swap $ 275,000 One Month

2 unchanged sentences

Term SOFR 4.41 % 08/08/23 01/19/26 642 ( 2,178 )

Swap 200,000 One Month

Term SOFR 4.40 % 01/05/24 06/05/25 981 ( 211 )

$ 750,000 $ 5,491 $ ( 926 )

As of September 30, 2023, our derivative financial instruments were not designated as hedges.

As of both March 31, 2024 and December 31, 2023, none of our derivative financial instruments were designated as hedges.

Derivative financial instruments not designated as hedges are not speculative and are used to manage our exposure to interest rate movements, but do not meet the strict hedge accounting requirements.

For the three months ended September 30, 2023 and 2022, we recorded $ 3,402,000 and $ 0 , respectively, and for the nine months ended September 30, 2023 and 2022, we recorded $ 8,200,000 and $ 500,000 , respectively, as a decrease to total interest expense in our accompanying condensed consolidated statements of operations and comprehensive loss related to the change in the fair value of our derivative financial instruments.

See Note 13, Fair Value Measurements, for a further discussion of our derivative financial instruments.

For the three months ended March 31, 2024 and 2023, we recorded a net gain (loss) in the fair value of derivative financial instruments of $ 6,417,000 and ($ 195,000 ), respectively, as a decrease (increase) to total interest expense in our accompanying condensed consolidated statements of operations and comprehensive loss related to the change in the fair value of our derivative financial instruments.

See Note 13, Fair Value Measurements, for a further discussion of the fair value of our derivative financial instruments.

Commitments and Contingencies

2 unchanged sentences

We follow a policy of monitoring our properties for the presence of hazardous or toxic substances.

While there can be no assurance that a material environmental liability does not exist at our properties, we are not currently aware of any environmental liability with respect to our properties that would have a material effect on our consolidated financial position, results of operations or cash flows.

While there can be no assurance that a material environmental liability does not exist at our properties, we are not currently aware of any environmental liability with respect to our properties that would have a material adverse effect on our consolidated financial position, results of operations or cash flows.

Further, we are not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability that we believe would require additional disclosure or the recording of a loss contingency.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Our other commitments and contingencies include the usual obligations of real estate owners and operators in the normal course of business, which include calls/puts to sell/acquire properties.

1 unchanged sentence

Redeemable Noncontrolling Interests

As of both September 30, 2023 and December 31, 2022, we, through our direct and indirect subsidiaries, owned a 95.0 % general partnership interest in our operating partnership and the remaining 5.0 % limited partnership interest in our operating partnership was owned by the NewCo Sellers.

Some of the limited partnership units outstanding, which account for approximately 1.0 % of our total operating partnership units outstanding, have redemption features outside of our control and are accounted for as redeemable noncontrolling interests presented outside of permanent equity in our accompanying condensed consolidated balance sheets.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

As of both September 30, 2023 and December 31, 2022, we, through Trilogy REIT Holdings LLC, or Trilogy REIT Holdings, in which we indirectly hold a 76.0 % ownership interest, owned approximately 97.4 % and 96.2 %, respectively, of the outstanding equity interests of Trilogy.

As of September 30, 2023 and December 31, 2022, certain members of Trilogy’s management and certain members of an advisory committee to Trilogy’s board of directors owned approximately 2.6 % and 3.8 %, respectively, of the outstanding equity interests of Trilogy.

We account for such equity interests as redeemable noncontrolling interests in our accompanying condensed consolidated balance sheets in accordance with FASB Accounting Standards Codification Topic 480-10-S99-3A given certain features associated with such equity interests.

For the nine months ended September 30, 2023, we redeemed a portion of the equity interests owned by current members of Trilogy’s management for an aggregate of $ 15,954,000 .

For the nine months ended September 30, 2022, we did not redeem any equity interests of Trilogy.

As of September 30, 2023 and December 31, 2022, we own, through our operating partnership, approximately 98.0 % of the joint ventures with an affiliate of Meridian Senior Living, LLC, or Meridian, that own Central Florida Senior Housing Portfolio, Pinnacle Beaumont ALF and Pinnacle Warrenton ALF.

As of March 31, 2024 and December 31, 2023, we, through our direct and indirect subsidiaries, owned a 97.4 % and 95.0 %, respectively, general partnership interest in our operating partnership, and the remaining 2.6 % and 5.0 %, respectively, limited partnership interest in our operating partnership was owned by the Limited Partners.

Some of the limited partnership units outstanding, which accounted for approximately 1.0 % of our total operating partnership units outstanding as of December 31, 2023, had redemption features outside of our control and were accounted for as redeemable noncontrolling interests presented outside of permanent equity in our accompanying condensed consolidated balance sheet.

Upon the closing of the 2024 Offering and listing of our Common Stock on the NYSE, such redemption features are no longer outside of our control, and the carrying amount of such interests is now presented within noncontrolling interests in total equity in our accompanying condensed consolidated balance sheet as of March 31, 2024.

Further, additional paid-in capital was adjusted to reflect such change in presentation of the Limited Partners interests.

See Note 12, Equity — Noncontrolling Interests in Total Equity, for a further discussion.

As of March 31, 2024 and December 31, 2023, we, through Trilogy REIT Holdings LLC, or Trilogy REIT Holdings, in which we indirectly hold a 76.0 % ownership interest, owned approximately 99.3 % and 97.5 %, respectively, of the outstanding equity interests of Trilogy Investors, LLC, or Trilogy.

As of March 31, 2024 and December 31, 2023, certain members of Trilogy’s management and certain members of an advisory committee to Trilogy’s board of directors owned approximately 0.7 % and 2.5 %, respectively, of the outstanding equity interests of Trilogy.

We accounted for such equity interests as redeemable noncontrolling interests or other liabilities in our accompanying condensed consolidated balance sheets in accordance with FASB, Accounting Standards Codification, or ASC, Topic 480-10-S99-3A, given certain features associated with such equity interests.

In January 2024, we redeemed equity interests in Trilogy that were accounted for as other liabilities and owned by a current member of Trilogy’s advisory committee for $ 25,312,000 in cash.

In April 2024, we redeemed all the remaining equity interests in Trilogy owned by members of Trilogy management and certain members of Trilogy’s advisory committee, including the redemption of Trilogy Profit Interests, as defined and described at Note 12, Equity — Noncontrolling Interests in Total Equity — Other Noncontrolling Interests, for an aggregate $ 10,771,000 in cash.

For the three months ended March 31, 2023, we redeemed a portion of the equity interests owned by certain members of Trilogy’s management for an aggregate of $ 15,870,000 .

As of March 31, 2024 and December 31, 2023, we own, through our operating partnership, approximately 98.0 % of the joint ventures with an affiliate of Meridian Senior Living, LLC, or Meridian, that own Pinnacle Beaumont ALF and Pinnacle Warrenton ALF.

The noncontrolling interests held by Meridian have redemption features outside of our control and are accounted for as redeemable noncontrolling interests in our accompanying condensed consolidated balance sheets.

See Note 3, Real Estate Investments, Net and Business Combinations — Dispositions of Real Estate Investments, for dispositions within our Central Florida Senior Housing Portfolio in 2023.

We previously owned 90.0 % of the joint venture with Avalon Health Care, Inc., or Avalon, that owned Catalina West Haven ALF and Catalina Madera ALF.

The noncontrolling interests held by Avalon had redemption features outside of our control and were accounted for as redeemable noncontrolling interests until December 1, 2022, when we exercised our right to purchase the remaining 10.0 % of the joint venture with Avalon for a contract purchase price of $ 295,000 .

As such, 10.0 % of the net earnings of such joint venture were allocated to redeemable noncontrolling interests in our accompanying consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2022.

We record the carrying amount of redeemable noncontrolling interests at the greater of:

(i) the initial carrying amount, increased or decreased for the noncontrolling interests’ share of net income or loss and distributions or (ii) the redemption value.

The changes in the carrying amount of redeemable noncontrolling interests consisted of the following for the nine months ended September 30, 2023 and 2022 (in thousands):

Nine Months Ended September 30,

The changes in the carrying amount of redeemable noncontrolling interests consisted of the following for the three months ended March 31, 2024 and 2023 (in thousands):

Three Months Ended March 31,

Beginning balance $ 33,843 $ 81,598

Additional redeemable noncontrolling interest — 273

Reclassification from equity 21 21

Reclassification to equity ( 15,303 ) —

Distributions ( 3 ) ( 454 )

Repurchase of redeemable noncontrolling interests ( 15,954 ) —

Redemption of redeemable noncontrolling interests — ( 15,870 )

Adjustment to redemption value ( 6,901 ) ( 5,043 )

Net (loss) income attributable to redeemable noncontrolling interests ( 564 ) 323

Net loss attributable to redeemable noncontrolling interests ( 21 ) ( 368 )

Ending balance $ 11,636 $ 59,884

Preferred Stock

Pursuant to our charter, we are authorized to issue 200,000,000 shares of our preferred stock, par value $ 0.01 per share.

As of both September 30, 2023 and December 31, 2022, no shares of preferred stock were issued and outstanding.

Pursuant to our charter, as amended, we are authorized to issue 1,000,000,000 shares of our common stock, par value $ 0.01 per share, whereby 200,000,000 shares are classified as Class T common stock and 800,000,000 shares are classified as Class I common stock.

As of September 30, 2023, after taking into consideration the Merger and the impact of the reverse stock split as discussed below, we had issued 65,445,557 shares for a total of $ 2,737,716,000 of common stock since February 26, 2014 in our initial public offerings and DRIP offerings (includes historical offering amounts sold by GAHR III and GAHR IV prior to the Merger).

See “Distribution Reinvestment Plan” section below for further discussion.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

On November 15, 2022 we effected a one-for-four reverse split of our common stock and a corresponding reverse split of the partnership units in our operating partnership.

As a result of the Reverse Splits, every four shares of our common stock, or four partnership units in our operating partnership, were automatically combined and converted into one issued and outstanding share of our common stock of like class, or one partnership unit of like class, as applicable, rounded to the nearest 1/100th share or unit.

The Reverse Splits impacted all classes of common stock and partnership units proportionately and had no impact on any stockholder’s or partner’s ownership percentage.

Neither the number of authorized shares nor the par value of the Class T common stock and Class I common stock were ultimately impacted.

All numbers of common shares and per share data, as well as partnership units in our operating partnership, in our accompanying condensed consolidated financial statements and related notes have been retroactively adjusted for all periods presented to give effect to the Reverse Splits.

Preferred Stock

Pursuant to our charter, we are authorized to issue 200,000,000 shares of our preferred stock, $ 0.01 par value per share.

As of both March 31, 2024 and December 31, 2023, no shares of preferred stock were issued and outstanding.

Pursuant to our charter, as amended, we are authorized to issue 1,000,000,000 shares of our common stock, $ 0.01 par value per share, whereby 200,000,000 shares are classified as Class T common stock, 100,000,000 shares are classified as Class I common stock and 700,000,000 shares are classified as Common Stock without any designation as to class or series.

Our initial public offerings were terminated as of April 2019.

On February 9, 2024, we closed the 2024 Offering and issued 64,400,000 shares of Common Stock, $ 0.01 par value per share, for a total of $ 772,800,000 in gross offering proceeds, including the exercise in full of the underwriters’ overallotment option to purchase up to an additional 8,400,000 shares of Common Stock.

In conjunction with the 2024 Offering, such shares of Common Stock were listed on the NYSE and began trading on February 7, 2024.

We received $ 724,625,000 in net proceeds, after deducting the underwriting discount, which was primarily used to repay $ 176,145,000 of mortgage loans payable and $ 545,010,000 on our lines of credit in February 2024.

The underwriting discount and other costs related to the 2024 Offering were offset against gross proceeds received and included as a component of additional paid-in capital in our accompanying condensed consolidated balance sheet as of March 31, 2024.

Our Class T common stock and Class I common stock are identical to our Common Stock, except that such shares are not currently listed on the NYSE or any other national securities exchange.

Six months after the listing of our Common Stock for trading on the NYSE, on August 5, 2024, each share of our Class T common stock and Class I common stock will automatically, and without any stockholder action, convert into one share of our listed Common Stock.

Distribution Reinvestment Plan

Our DRIP allowed our stockholders to elect to reinvest an amount equal to the distributions declared on their shares of common stock in additional shares of our common stock in lieu of receiving cash distributions.

However, in connection with the Proposed Listing, on November 14, 2022, our board suspended the DRIP offering beginning with the distributions declared for the quarter ended December 31, 2022.

As a result of the suspension of the DRIP offering, unless and until our board reinstates the DRIP offering, stockholders who are current participants in the DRIP were or will be paid distributions in cash.

Our board has been establishing an estimated per share net asset value, or NAV, annually.

Shares of our common stock issued pursuant to our DRIP are issued at the current estimated per share NAV until such time as our board determined an updated estimated per share NAV.

The following is a summary of the historical estimated per share NAV:

Approval Date by our Board Estimated Per Share NAV

03/24/22 $ 37.16

03/15/23 $ 31.40

For both the three and nine months ended September 30, 2023, there were no distributions reinvested and no shares of our common stock were issued pursuant to our DRIP offerings.

For the three and nine months ended September 30, 2022, $ 3,671,000 and $ 26,118,000 , respectively, in distributions were reinvested and 98,794 and 705,169 shares of our common stock, respectively, were issued pursuant to our DRIP offerings.

However, on November 14, 2022, our board suspended the DRIP offering beginning with the distributions declared for the quarter ended December 31, 2022.

As a result of the suspension of the DRIP offering, unless and until our board reinstates the DRIP offering, stockholders who are current participants in the DRIP will be paid distributions in cash.

Share Repurchase Plan

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Share repurchases were made at the sole discretion of our board.

On October 4, 2021, as a result of the Merger, our board authorized the partial reinstatement of our share repurchase plan with respect to requests to repurchase shares resulting from the death or qualifying disability of stockholders, effective with respect to qualifying repurchases for the fiscal quarter ending December 31, 2021.

All share repurchase requests other than those requests resulting from the death or qualifying disability of stockholders were rejected.

On November 14, 2022, our board suspended our share repurchase plan beginning with share repurchase requests for the quarter ending December 31, 2022.

All share repurchase requests, including requests resulting from the death or qualifying disability of stockholders, received commencing with the quarter ended December 31, 2022, will not be processed, will be considered canceled in full and will not be considered outstanding repurchase requests.

Funds for the repurchase of shares of our common stock were derived from the cumulative proceeds we received from the sale of shares of our common stock pursuant to our DRIP offerings.

Pursuant to our share repurchase plan, the repurchase price with respect to repurchases resulting from the death or qualifying disability of stockholders was equal to the most recently published estimated per share NAV.

We did no t repurchase any shares of our common stock pursuant to our share repurchase plan for the three months ended September 30, 2023.

For the nine months ended September 30, 2023, pursuant to our share repurchase plan, we repurchased 1,681 shares of common stock for $ 62,000 , at a repurchase price of $ 37.16 per share.

For the three and nine months ended September 30, 2022, pursuant to our share repurchase plan, we repurchased 152,035 and 438,994 shares of common stock, respectively, for an aggregate of $ 5,650,000 and $ 16,233,000 , respectively, at a repurchase price of $ 37.16 and $ 36.98 per share, respectively.

All share repurchase requests, including requests resulting from the death or qualifying disability of stockholders, commencing with the quarter ended December 31, 2022, will not be processed, will be considered canceled in full and will not be considered outstanding repurchase requests.

We did no t repurchase any shares of our common stock pursuant to our share repurchase plan for the three months ended March 31, 2024.

For the three months ended March 31, 2023, we repurchased 1,681 shares of common stock for an aggregate of $ 62,000 at a repurchase price of $ 37.16 per share, pursuant to our share repurchase plan.

Such repurchase requests were submitted prior to the suspension of our share repurchase plan.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Noncontrolling Interests in Total Equity

As of September 30, 2023 and December 31, 2022, Trilogy REIT Holdings owned approximately 97.4 % and 96.2 %, respectively, of Trilogy.

Membership Interest in Trilogy REIT Holdings

As of March 31, 2024 and December 31, 2023, Trilogy REIT Holdings owned approximately 99.3 % and 97.5 %, respectively, of Trilogy.

We are the indirect owner of a 76.0 % interest in Trilogy REIT Holdings pursuant to an amended joint venture agreement with an indirect, wholly-owned subsidiary of NorthStar Healthcare Income, Inc., or NHI.

We serve as the managing member of Trilogy REIT Holdings.

As of both September 30, 2023 and December 31, 2022, NHI indirectly owned a 24.0 % membership interest in Trilogy REIT Holdings and as such, for the three and nine months ended September 30, 2023 and 2022, 24.0 % of the net earnings of Trilogy REIT Holdings were allocated to noncontrolling interests.

See Note 19, Subsequent Event, for a further discussion of our ownership in Trilogy REIT Holdings.

In connection with our operation of Trilogy, time-based profit interest units in Trilogy, or the Profit Interests, were issued to Trilogy Management Services, LLC and two independent directors of Trilogy, both unaffiliated third parties that manage or direct the day-to-day operations of Trilogy.

The Profit Interests are measured at their grant date fair value and vest in increments of 20.0 % on each anniversary of the respective grant date over a five-year period.

We amortize the Profit Interests on a straight-line basis over the vesting periods, which are recorded to general and administrative expenses in our accompanying condensed consolidated statements of operations and comprehensive loss.

The nonvested Profit Interests are presented as noncontrolling interests in total equity in our accompanying condensed consolidated balance sheets, and are re-classified to redeemable noncontrolling interests upon vesting as they have redemption features outside of our control, similar to the common stock units held by Trilogy’s management.

See Note 11, Redeemable Noncontrolling Interests, for further discussion.

There were no canceled, expired or exercised Profit Interests during the three and nine months ended September 30, 2023 and 2022.

For the three months ended September 30, 2023 and 2022, we recognized stock compensation expense related to the time-based Profit Interests of $ 21,000 and $ 20,000 , respectively.

For both the nine months ended September 30, 2023 and 2022, we recognized stock compensation expense related to the time-based Profit Interests of $ 62,000 .

One of our consolidated subsidiaries issued non-voting preferred shares of beneficial interests to qualified investors for total proceeds of $ 125,000 .

These preferred shares of beneficial interests are entitled to receive cumulative preferential cash dividends at the rate of 12.5 % per annum.

We classify the value of our subsidiary’s preferred shares of beneficial interests as noncontrolling interests in our accompanying condensed consolidated balance sheets and the dividends of the preferred shares of beneficial interests in net income or loss attributable to noncontrolling interests in our accompanying condensed consolidated statements of operations and comprehensive loss.

As of both September 30, 2023 and December 31, 2022, we owned an 86.0 % interest in a consolidated limited liability company that owns Lakeview IN Medical Plaza.

As such, 14.0 % of the net earnings of Lakeview IN Medical Plaza were allocated to noncontrolling interests in our accompanying condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2023 and 2022.

As of both September 30, 2023 and December 31, 2022, we owned a 90.6 % membership interest in a consolidated limited liability company that owns Southlake TX Hospital.

As such, 9.4 % of the net earnings of Southlake TX Hospital were allocated to noncontrolling interests in our accompanying condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2023 and 2022.

As of both September 30, 2023 and December 31, 2022, we owned a 90.0 % interest in a joint venture that owns the Louisiana Senior Housing Portfolio.

As such, 10.0 % of the net earnings of the joint venture were allocated to noncontrolling interests in our accompanying condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2023 and 2022.

As discussed in Note 1, Organization and Description of Business, as of both September 30, 2023 and December 31, 2022, we, through our direct and indirect subsidiaries, own a 95.0 % general partnership interest in our operating partnership and the remaining 5.0 % limited partnership interest in our operating partnership is owned by the NewCo Sellers.

As of both September 30, 2023 and December 31, 2022, 4.0 % of our total operating partnership units outstanding is presented in total equity in our accompanying condensed consolidated balance sheets.

See Note 11, Redeemable Noncontrolling Interests, for further discussion.

As of both March 31, 2024 and December 31, 2023, NHI indirectly owned a

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

24.0 % membership interest in Trilogy REIT Holdings, and as such, for the three months ended March 31, 2024 and 2023, 24.0 % of the net earnings of Trilogy REIT Holdings were allocated to noncontrolling interests.

On November 3, 2023, we entered into a Membership Interest Purchase Agreement, or the MIPA, with subsidiaries of NHI, which provides us with the option to purchase their 24.0 % minority membership interest in Trilogy REIT Holdings.

If we exercise this purchase option, we will own 100 % of Trilogy REIT Holdings, which will in turn result in us indirectly owning 100 % of Trilogy.

Subject to our first satisfying certain closing conditions, the option is exercisable for a closing before September 30, 2025 assuming that we exercise both extension options described below.

If we exercise our purchase option, the all-cash purchase price would be $ 247,000,000 if we consummate the purchase from April 1, 2024 to and including December 31, 2024 and would increase to $ 260,000,000 if we consummate the purchase on or after January 1, 2025.

The MIPA also allows us (at our election), instead of paying all cash, to consummate the purchase transaction by using a combination of cash and the issuance of new Series A Cumulative Convertible Preferred Stock, $ 0.01 par value per share, or our Convertible Preferred Stock, as purchase price consideration.

We must pay at least a minimum amount of the purchase price in cash, in which case we would pay the remaining amount in shares of our Convertible Preferred Stock.

The minimum cash amount will be $ 24,700,000 if we consummate the purchase from April 1, 2024 to and including December 31, 2024, or $ 26,000,000 if we consummate the purchase on or after January 1, 2025.

If issued, our Convertible Preferred Stock will be perpetual, will have a cumulative cash dividend with an initial annual rate of 4.75 % (on the liquidation preference per share of $ 25.00 of our Convertible Preferred Stock) and will be redeemable by us at any time.

The annual dividend rate will increase over time, and the redemption price will vary based on the date of redemption.

In addition, holders of shares of our Convertible Preferred Stock will have the right, at any time on or after July 1, 2026 and from time to time, to convert some or all of such shares into shares of our common stock, subject to certain customary exceptions.

As of March 31, 2024, we did not exercise the purchase option pursuant to the MIPA.

Other Noncontrolling Interests

In connection with our acquisition and operation of Trilogy, profit interest units in Trilogy, or the Profit Interests, were issued to Trilogy Management Services, LLC and independent directors of Trilogy, both unaffiliated third parties that manage or direct the day-to-day operations of Trilogy.

The Profit Interests consisted of time-based or performance-based commitments.

The time-based Profit Interests were measured at their grant date fair value and vested in increments of 20.0 % on each anniversary of the respective grant date over a five-year period.

We amortized the time-based Profit Interests on a straight-line basis over the vesting periods, which were recorded to general and administrative expenses in our accompanying condensed consolidated statements of operations and comprehensive loss.

The performance-based Profit Interests were measured at their fair value on the adoption date of ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting , using a modified retrospective approach, were subject to a performance commitment and would have vested upon liquidity events as defined in the Profit Interests agreements.

The nonvested awards were presented as noncontrolling interests in total equity in our accompanying condensed consolidated balance sheets, and were re-classified to redeemable noncontrolling interests upon vesting as they had redemption features outside of our control, similar to the common stock units held by Trilogy’s management.

See Note 11, Redeemable Noncontrolling Interests, for a further discussion.

For both the three months ended March 31, 2024 and 2023, we recognized stock compensation expense related to the time-based Profit Interests of $ 21,000 .

In April 2024, we redeemed all the remaining Profit Interests for cash.

See Note 11, Redeemable Noncontrolling Interests, for a further discussion of our redemption of the Profit Interests.

As of December 31, 2023, we owned an 86.0 % interest in a consolidated limited liability company that owned Lakeview IN Medical Plaza.

On February 6, 2024, we purchased the remaining 14.0 % membership interest in the consolidated limited liability company that owned Lakeview IN Medical Plaza from an unaffiliated third party for a contract purchase price of $ 441,000 .

In connection with such purchase and as of such date, we own a 100 % interest in such limited liability company.

As such, from January 1, 2024 through February 5, 2024, and for the three months ended March 31, 2023, 14.0 % of the net earnings of Lakeview IN Medical Plaza were allocated to noncontrolling interests in our accompanying condensed consolidated statements of operations and comprehensive loss.

As discussed in Note 1, Organization and Description of Business, as of March 31, 2024 and December 31, 2023, we, through our direct and indirect subsidiaries, owned a 97.4 % and 95.0 %, respectively, general partnership interest in our operating partnership and the remaining 2.6 % and 5.0 %, respectively, limited OP units in our operating partnership were owned by the Limited Partners.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

consolidated balance sheets.

Upon the closing of the 2024 Offering and listing of our Common Stock on the NYSE, such redemption features are no longer outside of our control and we reclassed the remaining carrying amount of such redeemable noncontrolling interests as of such date to noncontrolling interests in total equity.

Therefore, as of March 31, 2024, 2.6 % of our total operating partnership units outstanding is presented as noncontrolling interests in total equity in our accompanying condensed consolidated balance sheet.

See Note 11, Redeemable Noncontrolling Interests, for a further discussion.

AHR Incentive Plan

Pursuant to the Amended and Restated 2015 Incentive Plan, our board (with respect to options and restricted shares of common stock granted to independent directors), or our compensation committee (with respect to any other award), may grant options, restricted shares of common stock, stock purchase rights, stock appreciation rights or other awards to our independent directors, officers, employees and consultants.

On June 15, 2023, we adopted the Second Amended and Restated 2015 Incentive Plan, or the AHR Incentive Plan, which, among other things, increased the maximum number of shares of our common stock that may be issued pursuant to such plan from 1,000,000 to 4,000,000 shares, extended the term of such plan to June 15, 2033 and made certain administrative changes to the Amended and Restated 2015 Incentive Plan.

Pursuant to our Second Amended and Restated 2015 Incentive Plan, or the AHR Incentive Plan, our board (with respect to options and restricted shares of common stock granted to independent directors) or our compensation committee (with respect to any other award) may grant options, restricted shares of common stock, stock purchase rights, stock appreciation rights or other awards to our independent directors, officers, employees and consultants.

The AHR Incentive Plan terminates on June 15, 2033, and the maximum number of shares of our common stock that may be issued pursuant to such plan is 4,000,000 shares.

Restricted common stock

Pursuant to the AHR Incentive Plan, through September 30, 2023, we granted an aggregate of 315,459 shares of our restricted common stock, or RSAs, which include restricted Class T common stock and restricted Class I common stock, as defined in the AHR Incentive Plan.

RSAs were granted to our independent directors in connection with their initial election or re-election to our board or in consideration of their past services rendered.

In addition, certain executive officers and key employees received grants of restricted Class T common stock.

RSAs generally have a vesting period ranging from one to four years and are subject to continuous service through the vesting dates.

Pursuant to the AHR Incentive Plan, through March 31, 2024, we granted an aggregate of 1,287,681 shares of our restricted common stock, or RSAs, as defined in the AHR Incentive Plan, which included restricted Common Stock, restricted Class T common stock and restricted Class I common stock.

RSAs were granted to our independent directors in connection with their initial election or re-election to our board or in consideration of their past services rendered, as well as to certain executive officers and key employees.

The number of RSAs granted through March 31, 2024 above includes an aggregate of 972,222 RSAs we granted in February 2024 to independent directors, executive officers and certain employees upon completion of the 2024 Offering.

RSAs generally have a vesting period of up to four years and are subject to continuous service through the vesting dates.

Restricted stock units

Pursuant to the AHR Incentive Plan, through September 30, 2023, we granted our executive officers an aggregate 70,751 of performance-based restricted stock units, or PBUs, representing the right to receive shares of our Class T common stock upon vesting.

We also granted to our executive officers and certain employees 169,529 time-based restricted stock units, or TBUs, representing the right to receive shares of our Class T common stock upon vesting.

Pursuant to the AHR Incentive Plan, through March 31, 2024, we granted to our executive officers an aggregate 320,780 of performance-based restricted stock units, or PBUs, representing the right to receive shares of our common stock upon vesting.

We also granted to our executive officers and certain employees 408,033 time-based restricted stock units, or TBUs, representing the right to receive shares of our common stock upon vesting.

PBUs and TBUs are collectively referred to as RSUs.

RSUs granted to executive officers and employees generally have a vesting period of up to three years and are subject to continuous service through the vesting dates and any performance conditions, as applicable.

A summary of the status of our nonvested RSAs and RSUs as of September 30, 2023 and December 31, 2022 and the changes for the nine months ended September 30, 2023 is presented below:

A summary of the status of our nonvested RSAs and RSUs as of March 31, 2024 and December 31, 2023, and the changes for the three months ended March 31, 2024 is presented below:

RSAs Number of

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Forfeited — $ — ( 725 ) $ 37.16

Balance — September 30, 2023

Balance — March 31, 2024

1,118,215 $ 16.11 704,364 $ 20.33

(1) Amount includes 2,280 shares of common stock that were withheld from issuance to satisfy employee minimum tax withholding requirements associated with the vesting of RSUs during the nine months ended September 30, 2023.

For the three months ended September 30, 2023 and 2022, we recognized $ 1,558,000 and $ 914,000 , respectively, and for the nine months ended September 30, 2023 and 2022, we recognized $ 4,173,000 and $ 2,705,000 , respectively, in stock compensation expense related to awards granted pursuant to the AHR Incentive Plan.

Such stock compensation expense is based on the grant date fair value for time based awards and for performance-based awards that are probable of vesting, which grant date fair value is equal to the most recently published estimated per share NAV.

For the three months ended March 31, 2024 and 2023, we recognized stock compensation expense related to awards granted pursuant to the AHR Incentive Plan of $ 1,914,000 and $ 1,051,000 , respectively.

Such expense was based on the grant date fair value for time-based awards and for performance-based awards that are probable of vesting, which fair value calculation used the most recently published estimated per share net asset value for awards granted prior to the 2024 Offering, and the closing market price of our listed Common Stock commencing with awards granted effective as of the 2024 Offering date.

Stock compensation expense is included in general and administrative expenses in our accompanying condensed consolidated statements of operations and comprehensive loss.

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Assets and Liabilities Reported at Fair Value

The table below presents our assets and liabilities measured at fair value on a recurring basis as of September 30, 2023, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):

The table below presents our assets and liabilities measured at fair value on a recurring basis as of March 31, 2024, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):

Quoted Prices in

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Total assets at fair value $ — $ 5,491 $ — $ 5,491

There were no transfers into and out of fair value measurement levels during the nine months ended September 30, 2023 and 2022.

We did not have any assets and liabilities measured at fair value on a recurring basis as of December 31, 2022.

The table below presents our assets and liabilities measured at fair value on a recurring basis as of December 31, 2023, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):

Quoted Prices in

Active Markets for

Identical Assets

and Liabilities

(Level 1) Significant Other

Observable Inputs

(Level 2) Significant

Unobservable Inputs

(Level 3) Total

Derivative financial instrument $ — $ 1,463 $ — $ 1,463

Total assets at fair value $ — $ 1,463 $ — $ 1,463

Derivative financial instruments $ — $ 2,389 $ — $ 2,389

Total liabilities at fair value $ — $ 2,389 $ — $ 2,389

There were no transfers into and out of fair value measurement levels during the three months ended March 31, 2024 and 2023.

Derivative Financial Instruments

We entered into interest rate swaps to manage interest rate risk associated with variable-rate debt.

We also previously used interest rate swaps or interest rate caps to manage such interest rate risk.

The valuation of these instruments was determined using widely accepted valuation techniques including a discounted cash flow analysis on the expected cash flows of each derivative.

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Although we determined that the majority of the inputs used to value our derivative financial instruments fell within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with this instrument utilized Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparty.

However, as of September 30, 2023, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of our derivatives.

However, as of March 31, 2024, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of our derivatives.

As a result, we determined that our derivative valuations in their entirety were classified in Level 2 of the fair value hierarchy.

On January 25, 2022, our prior interest rate swap contracts matured and as of December 31, 2022, we did not have any derivative financial instruments.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Financial Instruments Disclosed at Fair Value

1 unchanged sentence

debt security investment, cash and cash equivalents, restricted cash, accounts and other receivables, accounts payable and accrued liabilities, mortgage loans payable and borrowings under our lines of credit and term loan.

We consider the carrying values of cash and cash equivalents, restricted cash, accounts and other receivables and accounts payable and accrued liabilities to approximate the fair value for these financial instruments based upon an evaluation of the underlying characteristics, market data and because of the short period of time between origination of the instruments and their expected realization.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

We consider the carrying values of cash and cash equivalents, restricted cash, accounts and other receivables and accounts payable and accrued liabilities to approximate the fair value for these financial instruments based upon an evaluation of the underlying characteristics and market data, in light of the short period of time between origination of the instruments and their expected realization.

The fair values of the other financial instruments are classified in Level 2 of the fair value hierarchy.

The fair value of our debt security investment is estimated using a discounted cash flow analysis using interest rates available to us for investments with similar terms and maturities.

1 unchanged sentence

We have determined that the valuations of our debt security investment, mortgage loans payable and lines of credit and term loan are classified in Level 2 within the fair value hierarchy.

The carrying amounts and estimated fair values of such financial instruments as of September 30, 2023 and December 31, 2022 were as follows (in thousands):

September 30,

The carrying amounts and estimated fair values of such financial instruments as of March 31, 2024 and December 31, 2023 were as follows (in thousands):

Amount(1) Fair

16 unchanged sentences

Deferred income tax is generally a function of the period’s temporary differences (primarily basis differences between tax and financial reporting for real estate assets and equity investments) and generation of tax net operating loss that may be realized in future periods depending on sufficient taxable income.

We recognize the financial statement effects of an uncertain tax position when it is more likely than not, based on the technical merits of the tax position, that such a position will be sustained upon examination by the relevant tax authorities.

We recognize the effects of an uncertain tax position on the financial statements, when it is more likely than not, based on the technical merits of the tax position, that such a position will be sustained upon examination by the relevant tax authorities.

If the tax benefit meets the “more likely than not” threshold, the measurement of the tax benefit will be based on our estimate of the ultimate tax benefit to be sustained if audited by the taxing authority.

As of both September 30, 2023 and December 31, 2022, we did not have any tax benefits or liabilities for uncertain tax positions that we believe should be recognized in our accompanying condensed consolidated financial statements.

As of both March 31, 2024 and December 31, 2023, we did not have any tax benefits or liabilities for uncertain tax positions that we believe should be recognized in our accompanying condensed consolidated financial statements.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

We assess the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets.

A valuation allowance is established if we believe it is more likely than not that all or a portion of the deferred tax assets are not realizable.

As of both September 30, 2023 and December 31, 2022, our valuation allowance fully reserves the net deferred tax assets due to historical losses and inherent uncertainty of future income.

As of both March 31, 2024 and December 31, 2023, our valuation allowance fully reserves the net deferred tax assets due to historical losses and inherent uncertainty of future income.

We will continue to monitor industry and economic conditions and our ability to generate taxable income based on our business plan and available tax planning strategies, which would allow us to utilize the tax benefits of the net deferred tax assets and thereby allow us to reverse all, or a portion of, our valuation allowance in the future.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

We have operating leases with tenants that expire at various dates through 2050.

For the three months ended September 30, 2023 and 2022, we recognized $ 45,582,000 and $ 50,041,000 , respectively, of revenues related to operating lease payments, of which $ 9,800,000 and $ 9,522,000 , respectively, was for variable lease payments.

For the nine months ended September 30, 2023 and 2022, we recognized $ 137,101,000 and $ 150,860,000 , respectively, of revenues related to operating lease payments, of which $ 29,551,000 and $ 29,598,000 , respectively, was for variable lease payments.

As of September 30, 2023, the following table sets forth the undiscounted cash flows for future minimum base rents due under operating leases for the three months ending December 31, 2023 and for each of the next four years ending December 31 and thereafter for properties that we wholly own (in thousands):

For the three months ended March 31, 2024 and 2023, we recognized $ 46,008,000 and $ 42,303,000 , respectively, of revenues related to operating lease payments, of which $ 9,659,000 and $ 10,040,000 , respectively, was for variable lease payments.

As of March 31, 2024, the following table sets forth the undiscounted cash flows for future minimum base rents due under operating leases for the remaining nine months ending December 31, 2024 and for each of the next four years ending December 31 and thereafter for properties that we wholly own (in thousands):

2024 $ 101,827

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The components of lease costs were as follows (in thousands):

Three Months Ended September 30,

Three Months Ended March 31,

Lease Cost Classification 2024

6 unchanged sentences

Total lease cost $ 11,350 $ 12,161

(1) Includes short-term leases and variable lease costs, which are immaterial.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Nine Months Ended September 30,

Lease Cost Classification 2023

Operating lease cost(1) Property operating expenses, rental expenses or general and administrative expenses $ 34,445 $ 21,086

Finance lease cost:

Amortization of leased assets

Depreciation and amortization 934 939

Interest on lease liabilities Interest expense 239 183

Sublease income Resident fees and services revenue or other income ( 425 ) ( 538 )

Total lease cost $ 35,193 $ 21,670

(1) Includes short-term leases and variable lease costs, which are immaterial.

Additional information related to our leases for the periods presented below was as follows (dollars in thousands):

Lease Term and Discount Rate September 30,

Lease Term and Discount Rate March 31,

Weighted average remaining lease term (in years):

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7.79 % 7.78 %

Nine Months Ended September 30,

Three Months Ended March 31,

Supplemental Disclosure of Cash Flows Information 2024 2023

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Operating Leases

As of September 30, 2023, the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the three months ending December 31, 2023 and for each of the next four years ending December 31 and thereafter, as well as the reconciliation of those cash flows to operating lease liabilities on our accompanying condensed consolidated balance sheet (in thousands):

As of March 31, 2024, the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the remaining nine months ending December 31, 2024 and for each of the next four years ending December 31 and thereafter, as well as the reconciliation of those cash flows to operating lease liabilities on our accompanying condensed consolidated balance sheet (in thousands):

2024 $ 26,936

Thereafter 166,314

2 unchanged sentences

Present value of operating lease liabilities $ 219,767

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Finance Leases

As of September 30, 2023, the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the three months ending December 31, 2023 and for each of the next four years ending December 31 and thereafter, as well as a reconciliation of those cash flows to finance lease liabilities (in thousands):

As of March 31, 2024, the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the remaining nine months ending December 31, 2024 and for each of the next four years ending December 31 and thereafter, as well as a reconciliation of those cash flows to finance lease liabilities (in thousands):

Total undiscounted finance lease payments 94

Present value of finance lease liabilities $ 89

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Segment Reporting

As of September 30, 2023, we evaluated our business and made resource allocations based on six reportable business segments:

integrated senior health campuses, MOBs, SHOP, SNFs, senior housing — leased and hospitals.

Our MOBs are typically leased to multiple tenants under separate leases, thus requiring active management and responsibility for many of the associated operating expenses (much of which are, or can effectively be, passed through to the tenants).

We evaluate our business and make resource allocations based on four reportable business segments:

integrated senior health campuses, OM (which was formerly known as medical office buildings, or MOBs), SHOP and triple-net leased properties.

Prior to the quarter ended December 31, 2023, we evaluated our business and made resource allocations based on six reportable business segments.

All segment information included in this Quarterly Report on Form 10-Q has been recast for all periods presented to reflect four reportable business segments and the change in segment name from MOBs to OM.

The segment name change from MOBs to OM did not result in any changes to the composition of such segment or information reviewed by management, and therefore, had no impact on the historical results of operations.

Our OM buildings are typically leased to multiple tenants under separate leases, thus requiring active management and responsibility for many of the associated operating expenses (much of which are, or can effectively be, passed through to the tenants).

Our integrated senior health campuses each provide a range of independent living, assisted living, memory care, skilled nursing services and certain ancillary businesses that are owned and operated utilizing a RIDEA structure.

Our senior housing — leased and skilled nursing facilities are single-tenant properties for which we lease the facilities to unaffiliated tenants under triple-net and generally master leases that transfer the obligation for all facility operating costs (including maintenance, repairs, taxes, insurance and capital expenditures) to the tenant.

In addition, our senior housing — leased segment includes our debt security investment.

Our hospital investments are similarly structured to our leased skilled nursing and senior housing facilities.

Our SHOP segment includes senior housing facilities, which may provide assisted living care, independent living, memory care or skilled nursing services, that are owned and operated utilizing a RIDEA structure.

While we believe that net income (loss), as defined by GAAP, is the most appropriate earnings measurement, we evaluate our segments’ performance based upon segment net operating income or loss, or NOI.

We define segment NOI as total revenues and grant income, less property operating expenses and rental expenses, which excludes depreciation and amortization, general and administrative expenses, business acquisition expenses, interest expense, gain or loss on dispositions of real estate investments, impairment of real estate investments, income or loss from unconsolidated entities, impairment of goodwill, foreign currency gain or loss, gain on re-measurement of previously held equity interests, other income and income tax benefit or expense for each segment.

Our triple-net leased properties segment includes senior housing, skilled nursing facilities and hospital investments, which are single-tenant properties for which we lease the properties to unaffiliated tenants under triple-net and generally master leases that transfer the obligation for all property operating costs (including maintenance, repairs, taxes, insurance and capital expenditures) to the tenant.

In addition, our triple-net leased properties segment includes our debt security investment.

Our SHOP segment includes senior housing, which may provide assisted living care, independent living, memory care or skilled nursing services, that are owned and operated utilizing a RIDEA structure.

While we believe that net income or loss, as defined by GAAP, is the most appropriate earnings measurement, our chief operating decision maker evaluates performance of our combined properties in each reportable business segment and determines how to allocate resources to those segments, primarily based on net operating income, or NOI, for each segment.

We define segment NOI as total revenues and grant income, less property operating expenses and rental expenses, which excludes depreciation and amortization, general and administrative expenses, business acquisition expenses, interest expense, gain or loss on dispositions of real estate investments, impairment of real estate investments, impairment of intangible assets and goodwill, income or loss from unconsolidated entities, gain on re-measurement of previously held equity interest, foreign currency gain or loss, other income and income tax benefit or expense for each segment.

We believe that segment NOI serves as an appropriate supplemental performance measure to net income (loss) because it allows investors and our management to measure unlevered property-level operating results and to compare our operating results to the operating results of other real estate companies and between periods on a consistent basis.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Summary information for the reportable segments during the three and nine months ended September 30, 2023 and 2022 was as follows (in thousands):

Summary information for the reportable segments during the three months ended March 31, 2024 and 2023 was as follows (in thousands):

Senior Health

Campuses SHOP MOBs Senior

Leased SNFs Hospitals Three Months

September 30,

Revenues and grant income:

Campuses SHOP OM Triple-Net

Properties Three Months

Resident fees and services $ 393,122 $ 58,996 $ — $ — $ 452,118

Real estate revenue — — 34,067 13,348 47,415

Grant income 1,064 — — — — — 1,064

Total revenues and grant income 373,355 43,915 35,688 2,684 6,175 2,423 464,240

Total revenues 393,122 58,996 34,067 13,348 499,533

Property operating expenses 351,142 52,487 — — 403,629

9 unchanged sentences

Gain on dispositions of real estate investments, net 2,263

Impairment of real estate investments ( 12,510 )

Loss from unconsolidated entities ( 1,205 )

8 unchanged sentences

Senior Health

Campuses SHOP MOBs Senior

Leased SNFs Hospitals Three Months

September 30,

Revenues and grant income:

Campuses SHOP OM Triple-Net

Properties Three Months

Resident fees and services

2 unchanged sentences

— — 37,483 6,113 43,596

Grant income 5,796 737 — — — — 6,533

Total revenues and grant income 334,547 40,292 37,128 5,143 6,633 2,419 426,162

Total revenues 361,770 46,860 37,483 6,113 452,226

Property operating expenses

8 unchanged sentences

Interest expense:

Interest expense (including amortization of deferred financing costs, debt discount/premium, and loss on debt extinguishments) ( 27,524 )

Gain on dispositions of real estate investments 2,113

Impairment of real estate investments ( 21,851 )

Loss from unconsolidated entities ( 344 )

Gain on re-measurement of previously held equity interest 19,567

Foreign currency loss ( 3,695 )

Other income 670

Total net other expense ( 31,064 )

Loss before income taxes ( 7,518 )

Income tax expense ( 126 )

Net loss $ ( 7,644 )

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Senior Health

Campuses SHOP MOBs Senior

Leased SNFs Hospitals Nine Months

September 30,

Revenues and grant income:

Resident fees and services $ 1,096,917 $ 138,541 $ — $ — $ — $ — $ 1,235,458

Real estate revenue — — 109,811 13,352 10,633 7,338 141,134

Grant income 7,445 — — — — — 7,445

Total revenues and grant income 1,104,362 138,541 109,811 13,352 10,633 7,338 1,384,037

Property operating expenses 992,620 124,678 — — — — 1,117,298

Rental expenses — — 42,025 874 1,199 324 44,422

Segment net operating income $ 111,742 $ 13,863 $ 67,786 $ 12,478 $ 9,434 $ 7,014 $ 222,317

General and administrative $ 36,169

Business acquisition expenses 2,244

Depreciation and amortization 138,644

Other income (expense):

Interest expense:

Interest expense (including amortization of deferred financing costs, debt discount/premium, and loss on debt extinguishments) ( 122,006 )

Gain in fair value of derivative financial instruments 8,200

Gain on dispositions of real estate investments, net 29,777

Impairment of real estate investments ( 12,510 )

Interest expense (including amortization of deferred financing costs and debt discount/premium) ( 39,011 )

Loss in fair value of derivative financial instruments ( 195 )

Loss on dispositions of real estate investments, net ( 132 )

Loss from unconsolidated entities ( 306 )

6 unchanged sentences

Net loss $ ( 27,615 )

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Senior Health

Campuses SHOP MOBs Senior

Leased SNFs Hospitals Nine Months

September 30,

Revenues and grant income:

Resident fees and services

$ 897,345 $ 116,160 $ — $ — $ — $ — $ 1,013,505

Real estate revenue

— — 111,798 15,703 19,625 7,245 154,371

Grant income 21,861 855 — — — — 22,716

Total revenues and grant income 919,206 117,015 111,798 15,703 19,625 7,245 1,190,592

Property operating expenses

811,281 109,425 — — — — 920,706

Rental expenses

— — 42,259 551 1,644 346 44,800

Segment net operating income $ 107,925 $ 7,590 $ 69,539 $ 15,152 $ 17,981 $ 6,899 $ 225,086

General and administrative

Business acquisition expenses 2,161

Depreciation and amortization

Other income (expense):

Interest expense:

Interest expense (including amortization of deferred financing costs, debt discount/premium, and loss on debt extinguishments) ( 71,194 )

Gain in fair value of derivative financial instruments 500

Gain on dispositions of real estate investments, net 2,796

Impairment of real estate investments ( 39,191 )

Income from unconsolidated entities 1,680

Gain on re-measurement of previously held equity interest 19,567

Foreign currency loss ( 8,689 )

Other income 2,399

Total net other expense ( 92,132 )

Loss before income taxes ( 23,584 )

Income tax expense ( 499 )

Net loss $ ( 24,083 )

Total assets by reportable segment as of September 30, 2023 and December 31, 2022 were as follows (in thousands):

September 30,

Total assets by reportable segment as of March 31, 2024 and December 31, 2023 were as follows (in thousands):

Integrated senior health campuses $ 2,241,792 $ 2,197,762

MOBs 1,253,406 1,379,502

OM 1,213,664 1,232,310

SHOP 716,923 630,373

Senior housing — leased 240,123 249,576

SNFs 216,507 245,717

Hospitals 105,045 106,067

Triple-net leased properties 499,824 502,836

Other 31,227 14,652

Total assets $ 4,703,430 $ 4,577,933

As of both March 31, 2024 and December 31, 2023, goodwill of $ 168,177,000 , $ 47,812,000 and $ 18,953,000 was allocated to our integrated senior health campuses, OM and triple-net leased properties segments, respectively.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

As of and for the nine months ended September 30, 2023 and 2022, goodwill by reportable segment was as follows (in thousands):

Senior Health

Campuses SHOP MOBs Senior

Leased SNFs Hospitals Total

Balance — December 31, 2022

$ 164,846 $ — $ 47,812 $ 5,924 $ 8,640 $ 4,389 $ 231,611

Goodwill acquired 3,331 — — — — — 3,331

Balance — September 30, 2023

$ 168,177 $ — $ 47,812 $ 5,924 $ 8,640 $ 4,389 $ 234,942

Senior Health

Campuses SHOP MOBs Senior

Leased SNFs Hospitals Total

Balance — December 31, 2021 $ 119,856 $ 23,277 $ 47,812 $ 5,924 $ 8,640 $ 4,389 $ 209,898

Goodwill acquired 44,990 — — — — — 44,990

Balance — September 30, 2022

$ 164,846 $ 23,277 $ 47,812 $ 5,924 $ 8,640 $ 4,389 $ 254,888

See Note 3, Real Estate Investments, Net and Business Combinations, for a further discussion of goodwill recognized in connection with our business combinations.

Our portfolio of properties and other investments are located in the United States, the UK and Isle of Man.

Revenues and grant income and assets are attributed to the country in which the property is physically located.

Revenues and assets are attributed to the country in which the property is physically located.

The following is a summary of geographic information for our operations for the periods presented (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

2023 2022 2023 2022

Revenues and grant income:

Three Months Ended March 31,

United States $ 497,646 $ 451,092

1 unchanged sentence

$ 499,533 $ 452,226

The following is a summary of real estate investments, net by geographic regions as of September 30, 2023 and December 31, 2022 (in thousands):

September 30,

The following is a summary of real estate investments, net by geographic regions as of March 31, 2024 and December 31, 2023 (in thousands):

Real estate investments, net:

7 unchanged sentences

We have cash and cash equivalents in financial institutions that are insured by the Federal Deposit Insurance Corporation, or FDIC.

As of September 30, 2023 and December 31, 2022, we had cash and cash equivalents in excess of FDIC insured limits.

As of March 31, 2024 and December 31, 2023, we had cash and cash equivalents in excess of FDIC insured limits.

We believe this risk is not significant.

1 unchanged sentence

We perform credit evaluations of prospective tenants and security deposits are obtained at the time of property acquisition and upon lease execution.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Based on leases as of September 30, 2023, properties in two states in the United States accounted for 10.0 % or more of our total consolidated property portfolio’s annualized base rent or annualized NOI, which is based on contractual base rent from leases in effect for our non-RIDEA properties and annualized NOI for our SHOP and integrated senior health campuses as of September 30, 2023.

Based on leases as of March 31, 2024, properties in two states in the United States accounted for 10.0 % or more of our total consolidated property portfolio’s annualized base rent or annualized NOI, which is based on contractual base rent from leases in effect for our non-RIDEA properties and annualized NOI for our SHOP and integrated senior health campuses as of March 31, 2024.

Properties located in Indiana and Ohio accounted for 33.2 % and 13.9 %, respectively, of our total consolidated property portfolio’s annualized base rent or annualized NOI.

Accordingly, there is a geographic concentration of risk subject to fluctuations in each state’s economy.

Based on leases in effect as of September 30, 2023, our six reportable business segments, integrated senior health campuses, MOBs, SHOP, SNFs, senior housing — leased and hospitals accounted for 47.6 %, 31.5 %, 7.1 %, 7.0 %, 3.9 % and 2.9 %, respectively, of our total consolidated property portfolio’s annualized base rent or annualized NOI.

As of September 30, 2023, no ne of our tenants at our properties accounted for 10.0 % or more of our total consolidated property portfolio’s annualized base rent or annualized NOI.

Based on leases in effect as of March 31, 2024, our integrated senior health campuses, OM, SHOP and triple-net leased properties segments accounted for 46.7 %, 29.1 %, 12.4 % and 11.8 %, respectively, of our total consolidated property portfolio’s annualized base rent or annualized NOI.

As of March 31, 2024, no ne of our tenants at our properties accounted for 10.0 % or more of our total consolidated property portfolio’s annualized base rent or annualized NOI.

Per Share Data

Basic earnings (loss) per share for all periods presented are computed by dividing net income (loss) applicable to common stock by the weighted average number of shares of our common stock outstanding during the period.

Net income (loss) applicable to common stock is calculated as net income (loss) attributable to controlling interest less distributions allocated to participating securities of $ 963,000 and $ 1,497,000 for the three months ended September 30, 2023 and 2022, respectively, and $ 2,851,000 and $ 4,485,000 for the nine months ended September 30, 2023 and 2022, respectively.

Net income (loss) applicable to common stock is calculated as net income (loss) attributable to controlling interest less distributions allocated to participating securities of $ 1,095,000 and $ 926,000 for the three months ended March 31, 2024 and 2023, respectively.

Diluted earnings (loss) per share are computed based on the weighted average number of shares of our common stock and all potentially dilutive securities, if any.

TBUs, nonvested shares of our RSAs and limited partnership units of our operating partnership are participating securities and give rise to potentially dilutive shares of our common stock.

As of September 30, 2023 and 2022, there were 186,868 and 223,064 nonvested shares, respectively, of our RSAs outstanding, but such shares were excluded from the computation of diluted earnings (loss) per share because such shares were anti-dilutive during these periods.

As of both September 30, 2023 and 2022, there were 3,501,976 limited partnership units of our operating partnership outstanding, but such units were also excluded from the computation of diluted earnings (loss) per share because such units were anti-dilutive during these periods.

As of September 30, 2023 and 2022, there were 159,678 and 19,200 nonvested time-based restricted stock units outstanding, respectively, but such units were excluded from the computation of diluted earnings (loss) per share because such restricted stock units were anti-dilutive during the period.

As of September 30, 2023, there were 70,751 nonvested performance-based restricted stock units outstanding, which were treated as contingently issuable shares pursuant to ASC Topic 718, Compensation — Stock Compensation .

Such contingently issuable shares were excluded from the computation of diluted earnings (loss) per share because they were anti-dilutive during the period.

Subsequent Event

Option to Acquire Minority Joint Venture Partner’s Membership Interest in Trilogy REIT Holdings

If we exercise this purchase option, we will own 100 % of Trilogy REIT Holdings, which (assuming that there are no changes in the equity capitalization of Trilogy prior to consummation of the purchase) will in turn cause us to indirectly own approximately 97.4 % of Trilogy.

Subject to our first satisfying certain closing conditions, the option is exercisable for a closing before September 30, 2025 assuming that we exercise both extension options described below.

If we exercise our purchase option, the all cash purchase price would be $ 240,500,000 if we consummate the purchase on or before March 31, 2024, would increase to $ 247,000,000 if we consummate the purchase from April 1, 2024 to and including December 31, 2024 and would further increase to $ 260,000,000 if we consummate the purchase on or after January 1, 2025.

As of March 31, 2024 and 2023, there were 1,118,215 and 184,145 nonvested shares, respectively, of our RSAs outstanding, but such shares were excluded from the computation of diluted earnings (loss) per share because such shares were

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

We must pay at least a minimum amount of the purchase price in cash, in which case we would pay the remaining amount in shares of our Convertible Preferred Stock.

The minimum cash amount will be $ 24,050,000 if we consummate the purchase on or before March 31, 2024, $ 24,700,000 if we consummate the purchase from April 1, 2024 to and including December 31, 2024, or $ 26,000,000 if we consummate the purchase on or after January 1, 2025, or the Minimum Cash Consideration.

The annual dividend rate will increase over time, and the redemption price will vary based on the date of redemption.

anti-dilutive during these periods.

As of both March 31, 2024 and 2023, there were 3,501,976 limited partnership units of our operating partnership outstanding, but such units were also excluded from the computation of diluted earnings (loss) per share because such units were anti-dilutive during these periods.

As of March 31, 2024 and 2023, there were 395,108 and 19,200 nonvested TBUs outstanding, respectively, but such units were excluded from the computation of diluted earnings (loss) per share because such restricted stock units were anti-dilutive during the period.

As of March 31, 2024 and December 31, 2023, there were 309,256 and 70,751 , respectively, nonvested PBUs outstanding, which were treated as contingently issuable shares pursuant to ASC Topic 718, Compensation — Stock Compensation .

Such contingently issuable shares were excluded from the computation of diluted earnings (loss) per share because they were anti-dilutive during the period.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements