What changed in this filing

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Item 1. Business

2025-02-28 compared with 2024-03-22 · 105 added, 139 removed, 269 unchanged (48% of the section changed)

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and its subsidiaries, including American Healthcare REIT Holdings, LP, except where otherwise noted.

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.

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 senior housing, skilled nursing facilities, or SNFs, outpatient medical, or OM, buildings and other healthcare-related facilities.

We have built a fully-integrated management platform, with approximately 114 employees, that operates clinical healthcare properties throughout the United States, the United Kingdom and the Isle of Man .

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).

Our healthcare facilities operated under a RIDEA structure include our senior housing operating properties, or SHOP, and our integrated senior health campuses.

We have originated and acquired secured loans and may also originate and acquire other real estate-related investments on an infrequent and opportunistic basis.

We own and operate our integrated senior health campuses and senior housing operating properties, or SHOP, utilizing the structure permitted by the REIT Investment Diversification and Empowerment Act of 2007, which is commonly referred to as a “RIDEA” structure.

We have also originated and acquired secured loans and may acquire other real estate-related investments in the future on an infrequent and opportunistic basis.

We generally seek investments that produce current income;

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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, GAHR III acquired a newly formed entity, American Healthcare Opps Holdings, LLC, which we refer to as the AHI Acquisition, pursuant to a contribution and exchange agreement dated June 23, 2021.

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

See Note 1, Organization and Description of Business, and Note 4, Business Combinations — 2021 Business Combinations, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion of the Merger and the AHI Acquisition.

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 December 31, 2023 and 2022, we owned approximately 95.0% of the operating 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.

We conduct substantially all of our operations through American Healthcare REIT Holdings, LP, or our operating partnership, and we are the sole general partner of our operating partnership.

As of December 31, 2023, we owned 95.0% of the operating partnership units, or OP units, in our operating partnership, and the remaining 5.0% OP units were owned by the following limited partners:

(i) 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;

Platform Healthcare Investor TII, LLC;

Flaherty Trust;

and a wholly-owned subsidiary of Griffin Capital Company, LLC.

Streiff, one of our non-executive directors;

(ii) Platform Healthcare Investor T-II, LLC;

(iii) Flaherty Trust;

and (iv) a wholly owned subsidiary of Griffin Capital Company, LLC, or Griffin Capital.

On August 19, 2024 and October 18, 2024, Platform Healthcare Investor T-II, LLC and Flaherty Trust, respectively, redeemed all of their OP units in exchange for 1,216,571 shares and 211,306 shares, respectively, of our Common Stock on a one-for-one basis and, as a result, are no longer limited partners of our operating partnership.

On December 6, 2024, Griffin Capital redeemed a portion of its OP units in exchange 69,882 shares of our Common Stock on a one-for-one basis.

As of December 31, 2024, we owned 98.7% of the OP units in our operating partnership, and the remaining 1.3% of the OP units were owned by the remaining limited partners.

See Note 12, Redeemable Noncontrolling Interests, and Note 13, Equity — Noncontrolling Interests in Total Equity, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion of the ownership in our operating partnership.

Public Offerings

As of December 31, 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 of common stock for a total of $2,737,716,000 since February 26, 2014 in our initial public offerings and our distribution reinvestment plan, or DRIP, offerings (including historical offering amounts sold by GAHR III and GAHR IV prior to the Merger).

On November 10, 2022, our board approved charter amendments to effect, on November 15, 2022, 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 this Annual Report on Form 10-K have been retroactively adjusted for all periods presented to give effect to the Reverse Splits.

Public Offerings and Listing

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, $0.01 par value per share, for a total of $772,800,000 in gross offering proceeds.

333-267464), as amended, we closed our underwritten public offering, or the February 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 New York Stock Exchange, or NYSE, under the trading symbol “AHR” and began trading on February 7, 2024.

See Note 13, Equity, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion of our public offerings.

We listed these shares of Common Stock 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 February 2024 Offering and until August 5, 2024, we presented our Common Stock, Class T common stock and Class I common stock, as separate classes of common stock within our consolidated balance sheets and consolidated statements of equity.

Any references to Common Stock in this Annual Report on Form 10-K refer to our NYSE-listed shares of common stock, whereas Class T common stock and Class I common stock refer to our historical non-listed shares of common stock.

This applies to all historical periods presented herein.

On August 5, 2024, 180 days after the listing of our Common Stock on the NYSE, each share of our Class T common stock and Class I common stock automatically converted into one share of our listed Common Stock.

On September 20, 2024, we closed our follow-on underwritten public offering, or the September 2024 Offering, under a prospectus supplement and related prospectus filed with the SEC pursuant to our effective shelf Registration Statement on Form S-3 (File No.

Through the September 2024 Offering, we issued 20,010,000 shares of Common Stock, for a total of $471,236,000 in gross offering proceeds.

Such amounts include the exercise in full of the underwriters’ overallotment option to purchase up to an additional 2,610,000 shares of Common Stock.

These shares are also listed on the NYSE under the trading symbol “AHR” and began trading on September 19, 2024.

On November 18, 2024, we entered into a sales agreement and established an at-the-market equity offering program, or ATM Offering, under a prospectus supplement and related prospectus filed with the SEC pursuant to our effective shelf Registration Statement on Form S-3 (File No.

333-281488), pursuant to which we may, from time to time, offer and sell shares of Common Stock having an aggregate gross sales price of up to $500,000,000.

Shares sold through the ATM Offering may be offered and sold in amounts to be determined by us from time to time, and are sold in negotiated transactions at market prices prevailing at the time of sale in accordance with Rule 415 under the Securities Act of 1933, as amended.

During the year ended December 31, 2024, we sold an aggregate of 4,285,531 shares of Common Stock under the ATM Offering for gross proceeds of $120,220,000 at an average gross price of $28.05 per share.

As of December 31, 2024, the remaining amount available under the ATM Offering for future sales of Common Stock was $379,780,000.

See Note 13, Equity — Common Stock, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion of our public offerings.

Key Developments

• During 2023, we, through our majority-owned subsidiary, Trilogy Investors, LLC, or Trilogy, entered into further amendments to an amended and restated loan agreement, or the 2019 Trilogy Credit Agreement, to:

(i) extend the maturity date of the 2019 Trilogy Credit Agreement to June 5, 2025;

and (ii) update the definition of Implied Debt Service (as defined in such agreement), which is used to calculate the Real Estate Borrowing Base Availability (as defined in such agreement), for interest rate changes and to add an annual interest-only payment calculation option.

• During 2023, we entered into interest rate swap agreements to hedge an aggregate of $750,000,000 of our variable-rate debt.

• During 2023, we expanded our integrated senior health campuses segment by $49,531,000 primarily through the acquisition and expansion of campuses.

• During 2023, we disposed of properties within our outpatient medical, or OM, and SHOP segments for an aggregate contract sales price of $194,640,000.

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

If we exercise this purchase option, we will own 100% of Trilogy REIT Holdings, LLC, which will in turn cause us to indirectly own approximately 97.5% of Trilogy.

• On February 9, 2024, we completed our underwritten public offering through which we 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.

• On February 9, 2024, we completed the February 2024 Offering through which we 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.

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

• On February 14, 2024, we, through our operating partnership, entered into an amendment, or the 2024 Credit Agreement, to our existing credit agreement, to increase the aggregate maximum borrowing capacity to up to $1,150,000,000 and extend the maturity date of the senior unsecured revolving credit facility portion of the 2024 Credit Agreement to February 14, 2028.

The 2024 Credit Agreement replaced our existing credit agreement that had an aggregate maximum principal amount of up to $1,050,000,000.

• As of March 22, 2024, we owned and/or operated 318 buildings and integrated senior health campuses, or approximately 19,451,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $4,566,829,000.

In addition, as of March 22, 2024, we also owned a real estate-related debt investment purchased for $60,429,000.

• On February 14, 2024, we, through our operating partnership, entered into an amendment, or the 2024 Credit Agreement, to our existing credit agreement, to increase the aggregate maximum borrowing capacity from $1,050,000,000 to up to $1,150,000,000 and extend the maturity date of the senior unsecured revolving credit facility portion of the 2024 Credit Agreement from January 19, 2026 to February 14, 2028.

• On September 20, 2024, we completed the September 2024 Offering through which we issued 20,010,000 shares of common stock, $0.01 par value per share, for a total of $471,236,000 in gross offering proceeds.

• On September 20, 2024, using the net proceeds from the September 2024 Offering, we exercised our option to purchase the 24.0% minority membership interest in Trilogy REIT Holdings, LLC that was owned by our joint venture partner for a total all-cash purchase price of $258,001,000.

As a result of such purchase and as of December 31, 2024, we own 100% of Trilogy REIT Holdings and indirectly own 100% of Trilogy Investors, LLC, or Trilogy, the entities through which we indirectly own and/or operate our integrated senior health campuses.

• On November 18, 2024, we entered into a sales agreement and established the ATM Offering through which we may, from time to time, offer and sell shares of our Common Stock, $0.01 par value per share, having an aggregate gross sales price of up to $500,000,000.

• During 2024, we paid off our variable-rate mortgage loans payable and paid down on our variable-rate lines of credit using the net proceeds received from the February 2024 Offering, the September 2024 Offering and the ATM Offering.

• During 2024, we expanded our integrated senior health campuses segment by $82,361,000 primarily through the acquisition, development and expansion of campuses.

In addition, we acquired $138,839,000 of senior housing facilities during 2024, which are included in our SHOP segment.

• During 2024, we disposed of properties within each of our segments for an aggregate contract sales price of $155,545,000.

• As of February 25, 2025, we owned and/or operated 313 buildings and integrated senior health campuses, or approximately 19,090,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $4,519,012,000.

In addition, as of February 25, 2025, we also owned a real estate-related debt investment purchased for $60,429,000.

Our principal executive offices are located at 18191 Von Karman Avenue, Suite 300, Irvine, California 92612, and our telephone number is (949) 270-9200.

We maintain a web site at www.americanhealthcarereit.com, at which there is additional information about us.

We maintain a website at www.AmericanHealthcareREIT.com , at which there is additional information about us.

The contents of that site are not incorporated by reference in, or otherwise a part of, this filing.

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They also are available for printing by any stockholder upon request.

In addition, copies of our filings with the SEC may be obtained from the SEC’s website, http://www.sec.gov .

In addition, copies of our filings with the SEC may be obtained from the SEC’s website, https://www.SEC.gov.

Access to these filings is free of charge.

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• external growth through disciplined and targeted acquisitions to expand our diversified portfolio;

• continue to develop integrated senior health campuses through experienced development partners (i.e., Trilogy);

• provide sustained stability through consistent outpatient medical building performance with the opportunity for revenue growth driven by occupancy gains and improving lease spreads;

• continue to selectively develop and expand integrated senior health campuses with experienced development partners;

• continue to generate strong organic growth in our long-term care portfolio comprised of integrated senior health campuses and SHOP, as a result of historically low levels of new supply and ever increasing demand from an aging population;

• actively position our balance sheet for growth.

Investment Strategy

We have acquired, and may continue to acquire, properties either directly or jointly with third parties and may also consider disposing of, non-core properties from time to time outright or in joint ventures .

We also have originated and acquired, and may continue to originate or acquire, secured loans and other real estate-related investments on an infrequent and opportunistic basis.

We have acquired, and may continue to acquire, properties either directly or jointly with third parties and may also consider disposing of non-core properties from time to time .

We also have originated and acquired, and may continue to acquire, secured loans and other real estate-related investments on an infrequent and opportunistic basis.

We generally seek investments that produce current income;

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For each of our investments, regardless of property type, we seek to invest in properties with the following attributes:

• Strong Local Health Systems and Operating Partners.

We seek to invest in properties that are associated with strong health systems and operators, provide exceptional care, have dominant market share and/or are critical to the healthcare delivery system in the communities that they serve.

We seek to acquire properties that are suitable for their intended use with a quality of construction that is capable of sustaining the property’s long-term investment potential, assuming funding of budgeted maintenance, repairs and capital improvements.

We seek to acquire properties that are located in established or otherwise appropriate markets, with access and visibility suitable to meet the needs of their occupants.

In addition to United States properties, we also may seek to acquire international properties that meet our investment criteria.

Supply and Demand.

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For instance, we favor markets that indicate a growing population and employment base and markets that exhibit potential limitations on additions to supply, such as barriers to new construction.

Barriers to new construction include lack of available land, stringent zoning restrictions and states where certificates of need are required.

Barriers to new construction include lack of available

land, stringent zoning restrictions and states where certificates of need are required.

Conversely, we generally seek to limit our investments in areas that have limited potential for growth.

• Strong Local Health Systems and Operating Partners.

• Predictable Capital Needs.

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We expect our real estate investments to include:

• outpatient medical buildings;

• integrated senior health campuses;

• senior housing;

• OM buildings;

• healthcare-related facilities operated utilizing a RIDEA structure.

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• pharmaceutical and medical supply manufacturing facilities.

• offices leased to tenants in healthcare-related industries, including life sciences.

We generally seek to acquire real estate of the types described above that will best enable us to meet our investment objectives, taking into account, among other things, the diversification of our portfolio at the time, relevant real estate and financial factors, location, income-producing capacity and the prospects for long-term appreciation of a particular property.

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however, we have leased, and may continue to lease, healthcare-related facilities that we acquire to wholly- owned taxable REIT subsidiaries, or TRS, utilizing a RIDEA structure permitted by the Code.

In such an event, our TRS will

engage a third party in the business of operating healthcare-related facilities to manage the property.

In such an event, our TRS will engage a third party in the business of operating healthcare-related facilities to manage the property.

Through our TRS, we bear operational risks and liabilities associated with the operation of such healthcare-related facilities unlike our triple-net leased properties.

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We have entered into, and we may continue to enter into, joint ventures, general partnerships and other arrangements with one or more institutions or individuals, including real estate developers, operators, owners, investors and others, for the purpose of acquiring real estate.

Our investment in Trilogy is an example of a joint venture into which we have entered.

Such joint ventures may be leveraged with debt financing or unleveraged.

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However, we will not participate in tenant-in-common syndications or transactions.

Joint ventures with unaffiliated third parties may be structured such that the investment made by us and the other joint venture party are on substantially different terms and conditions.

This type of investment structure may result in the other joint venture party receiving more of the cash flows, including appreciation, of an investment than we would receive, or may result in certain conflict of interest.

See Item 1A, Risk Factors — Risks Related to Joint Ventures, for a further discussion.

Real Estate-Related Investments

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We have not established a portfolio turnover policy with respect to loans we invest in or originate.

Investment in Other Securities

We have invested, and may continue to invest, in debt securities such as commercial mortgage-backed securities issued by other unaffiliated real estate companies.

We may also invest in equity securities of public or private real estate companies.

Commercial mortgage-backed securities are securities that evidence interests in, or are secured by, a single commercial mortgage loan or a pool of commercial mortgage loans.

Commercial mortgage-backed securities generally are pass-through certificates that represent beneficial ownership interests in common law trusts whose assets consist of defined portfolios of one or more commercial mortgage loans.

They typically are issued in multiple tranches whereby the more senior classes are entitled to priority distributions from the trust’s income.

Losses and other shortfalls from expected amounts to be received in the mortgage pool are borne by the most subordinate classes, which receive payments only after the more senior classes have received all principal and/or interest to which they are entitled.

Commercial mortgage-backed securities are subject to all of the risks of the underlying mortgage loans.

We may invest in investment grade and non-investment grade commercial mortgage-backed securities.

The specific number and mix of securities in which we invest will depend upon real estate market conditions, other circumstances existing at the time we are investing in securities and the amount of any future indebtedness that we may incur.

We will not invest in securities of other issuers for the purpose of exercising control, and the first or second mortgages in which we intend to invest will likely not be insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs or otherwise guaranteed or insured.

Real estate-related equity securities are generally unsecured and also may be subordinated to other obligations of the issuer.

Our investments in real estate-related equity securities will involve special risks relating to the particular issuer of the equity securities, including the financial condition and business outlook of the issuer.

Financing Policies

We have used, and intend to continue to use, secured and unsecured debt as a means of providing additional funds for the acquisition of properties and real estate-related investments.

Our ability to enhance our investment returns and to increase our diversification by acquiring assets using additional funds provided through borrowing could be adversely impacted if banks and other lending institutions reduce the amount of funds available for the types of loans we seek.

When interest rates are high or financing is otherwise unavailable on a timely basis, we may purchase certain assets for cash with the intention of obtaining

debt financing at a later time.

We have used, and intend to continue to use, unsecured and secured debt as a means of providing additional funds for the acquisition of properties and real estate-related investments.

When interest rates are high or financing is otherwise unavailable on a timely basis, we may purchase certain assets for cash with the intention of obtaining debt financing at a later time.

We have also used, and may continue to use, derivative financial instruments such as fixed interest rate swaps and caps to add stability to interest expense and to manage our exposure to interest rate movements.

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The benefits of refinancing may include increased cash flows resulting from reduced debt service requirements, an increase in distributions from proceeds of the refinancing and an increase in diversification and assets owned if all or a portion of the refinancing proceeds are reinvested.

If we incur mortgage indebtedness, we will endeavor to obtain level payment financing, meaning that the amount of debt service payable would be substantially the same each year, although some mortgages are likely to provide for one large payment and we may incur floating or adjustable rate financing when our board determines it to be in our best interest.

We have disposed, and may continue to dispose, of assets.

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These methods of obtaining funds could affect future distributions by increasing operating costs.

We did not establish any limit on the amount of net proceeds from the initial offering or

borrowings that may be used to fund distributions, except that, in accordance with our organizational documents and Maryland law, we may not make distributions that would:

We did not establish any limit on the amount of net proceeds from the initial offering or borrowings that may be used to fund distributions, except that, in accordance with our organizational documents and Maryland law, we may not make distributions that would:

(i) cause us to be unable to pay our debts as they become due in the usual course of business;

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See Part II, Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Distributions, for a further discussion of distributions approved by our board.

We compete with many other entities engaged in real estate investment activities for acquisitions and dispositions of OM buildings, SNFs, senior housing and other healthcare-related facilities.

We compete with many other entities engaged in real estate investment activities for acquisitions and dispositions of integrated senior health campuses, OM buildings, senior housing, SNFs, and other healthcare-related facilities.

Our ability to successfully compete is impacted by economic trends, availability of acceptable investment opportunities, our ability to negotiate beneficial investment terms, availability and cost of capital, construction and development costs and applicable laws and regulations.

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These operators compete on a local and regional basis for patients and residents, and the operators’ ability to successfully attract and retain patients and residents depends on key factors such as the number of properties in the local market, the quality of the affiliated health system, proximity to hospital campuses, the price and range of services available, the scope and quality of care, reputation, age and appearance of each property, demographic trends and the cost of care in each locality.

Additionally, referral sources, including physicians and managed care organizations, may change their lists of hospitals or physicians to which they refer patients or that are permitted to participate in a payor program.

As a result, we may have to provide rent concessions, incur charges for tenant improvements or offer other inducements, or we may be unable to timely lease vacant space in our properties, all of which may have an adverse impact on our results of operations.

Private, federal and state payment programs and the effect of other laws and regulations may also have a significant impact on the ability of our tenants and operators to compete successfully for patients and residents at our properties.

For additional information on the risks associated with our business, please see Item 1A, Risk Factors.

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If we fail to comply with these various requirements, we may incur governmental fines or private damage awards.

While we believe that our properties are and will be in substantial compliance with all of these regulatory requirements, we do not know whether existing requirements will change or whether future requirements will require us to make significant unanticipated capital expenditures that will adversely affect our ability to make distributions to our stockholders.

We believe, based in part on third-party due diligence reports which are generally obtained at the time we acquire the properties, that all of our properties comply in all material respects with current regulations.

However, if we were required to make significant expenditures under applicable regulations, we could be materially and adversely affected.

For additional information on the risks associated with our healthcare industry, please see Item 1A, Risk Factors.

Privacy and Security Laws and Regulations

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We are generally dependent on our tenants and management companies to fulfill our compliance obligations, and we have in certain circumstances developed a program to periodically monitor compliance with such obligations.

However, there can be no assurance we would not be required to alter one or more of our systems and data security

procedures to be in compliance with these laws.

However, there can be no assurance we would not be required to alter one or more of our systems and data security procedures to be in compliance with these laws.

If we fail to adequately protect health information, we could be subject to civil or criminal liability and adverse publicity, which could harm our business and impact our ability to attract new tenants and residents.

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In addition, CON laws and regulations may place restrictions on certain activities such as the addition of beds/units at our facilities and changes in ownership.

Failure to obtain a license, CON or other certification, or revocation, suspension or restriction of such required license, CON or other certification, could adversely impact our properties’ operations and their ability to generate revenue from services provided.

obtain a license, CON or other certification, or revocation, suspension or restriction of such required license, CON or other certification, could adversely impact our properties’ operations and their ability to generate revenue from services provided.

State CON laws are not uniform throughout the United States and are subject to change.

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For a discussion of our geographic information, see Item 2, Properties — Geographic Diversification/Concentration Table, as well as Note 18, Segment Reporting, and Note 19, Concentration of Credit Risk, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K.

Corporate Responsibility — Environmental, Social and Governance (ESG)

We are committed to conducting our business in a manner that benefits all of our stakeholders and ensures a lasting and positive impact from our operations.

As a result, we measure our success not only by our ability to generate profits but also our ability to reduce our impact on the environment, affect positive social change in our community and conduct our operations in accordance with the highest ethical standards.

To achieve this, we are developing a comprehensive ESG strategy and related ESG policy , to which we intend to adhere.

The Nominating and Corporate Governance Committee has been delegated the authority to provide oversight and guidance to our board regarding ESG trends and best practices.

In particular, the Nominating and Corporate Governance Committee shall, as it deems appropriate, recommend changes to our company’s ESG practices as necessary to comply with existing legal requirements or emerging trends and best practices.

The Nominating and Corporate Governance Committee also shall periodically receive reports from management regarding our company’s ESG strategy, initiatives and policies.

This ESG policy, which we intend to update regularly as applicable, is briefly summarized below and will be posted on our website, www.AmericanHealthcareREIT.com, and will contain more detailed information once available.

Corporate Responsibility

We are committed to ethical business practices and dedicated to establishing a corporate responsibility program that benefits our residents, tenants, operators, employees, communities, and investors.

We believe integrating corporate responsibility principles into our operations and across our portfolio of senior housing properties, skilled nursing facilities, and OM buildings will deliver a lasting and positive impact in the communities in which we operate by providing and facilitating high-quality care and outcomes.

To achieve this, we have developed, and intend to update as applicable, a comprehensive corporate responsibility strategy and related policies , which are briefly summarized below and will be posted on the Investor Relations section of our website, www.AmericanHealthcareREIT.com, and will contain more detailed information once available.

Information contained on, or accessible through, our website is not incorporated by reference into and does not constitute a part of this Annual Report on Form 10-K.

Our board’s Nominating and Corporate Governance Committee has been delegated the authority to provide oversight and guidance to our board regarding environmental, social and corporate governance trends and best practices in connection with our corporate responsibility to society and the environment.

In particular, the Nominating and Corporate Governance Committee shall, as it deems appropriate, recommend changes to our company’s corporate responsibility practices as necessary to comply with existing legal requirements or emerging trends and best practices.

The Nominating and Corporate Governance Committee also shall periodically receive reports from management regarding our corporate responsibility strategy, initiatives and policies.

Corporate Governance

We are committed to conducting business with the highest degree of ethics and integrity to protect the long-term interests of our stakeholders.

W e believe that our approach to corporate governance supports transparency, accountability, oversight and risk minimization across our business.

We adhere to all applicable laws and regulations and maintain a Code of Business Conduct and Ethics, Corporate Governance Guidelines and other policies, each available on the Investor Relations section of our website, www.AmericanHealthcareREIT.com, that reflect our values and promote a culture of integrity, while our board provides oversight for the integration of corporate responsibility practices across the organization.

In addition, we established a Corporate Responsibility Committee that is composed of a cross-functional team across our organization that includes representatives from our Legal, Accounting and Finance, Human Resources, Investor Relations and Asset Management departments.

The Corporate Responsibility Committee is responsible for providing oversight and guidance of our corporate responsibility strategy and program and for monitoring compliance with legal requirements and regulations.

Operating Officer serves as the chairman of the Corporate Responsibility Committee and reports to the Nominating and Corporate Governance Committee of our board.

Environmental Responsibility

Protecting the environment and pursuing strong environmental initiatives are integral to our company’s business.

In 2022, we launched our ESG program and began conducting a materiality assessment to assist us in prioritizing our efforts and maximizing the efficacy of our program.

We strive to consciously manage our operations in a way that minimizes our impact

on the environment and promotes sustainability.

At our headquarters, we leverage the latest technology to minimize our energy use, such as efficient and automated lighting systems, moderation, and monitoring of heating and air conditioning, and recycling paper, plastics, metals, and electronics.

In addition, we encourage all of our employees to adopt sustainable best practices.

For example, we promote the use of electronic communication over printing whenever possible and have implemented electronic approval systems.

Our corporate office in California is located in a Leadership in Energy and Environmental Design (known as LEED) certified building.

Within our portfolio, we work with tenants and operators to implement energy efficiency wherever possible, including light-emitting diode (known as LED) retrofitting and water conservation efforts.

In addition, 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 adverse effect on us.

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.

A s of December 31, 2023, we had approximately 110 employees, including 68 in Accounting and Finance, 15 in Asset Management, eight in Investments, four in Information Technology and three in Legal.

We believe our employees are our greatest asset, and we pride ourselves on the diversity they bring to our company.

Because of this, we have implemented a number of programs to foster not only their professional growth, but also their growth as global citizens.

All of our employees are provided with a comprehensive benefits and wellness package, which may include high-quality medical, dental, and vision insurance, life insurance, 401(k) matching, long-term incentive plans, educational grants, fitness programs and other benefits.

We provide our employees, consultants and executive officers with competitive compensation and, where applicable, opportunities for equity ownership through our Second Amended and Restated 2015 Incentive Plan, or the AHR Incentive Plan.

See Note 13, Equity — Equity Compensation Plans — AHR Incentive Plan, to the Consolidated Financial Statements that are part of this Annual Report on Form 10-K, for a further discussion.

Our environmental responsibility program is designed to comply with state and national environmental regulations and manage our operations in a way that promotes energy efficiency, effective waste and water management and sustainable procurement.

Across our portfolio at our senior housing and OM buildings, we are implementing energy efficiency measures, including LED lighting upgrades, smart thermostats, sensors to monitor building temperature and energy audits to identify areas for continued improvement.

We additionally seek to minimize waste and water consumption across all of our properties, including through:

smart irrigation controls for water consumption, improved water and waste management policies and practices in our offices and properties, and employee training on environmentally responsible practices into their daily work.

Our corporate headquarters is also LEED Gold certified and incorporates energy efficient systems, utilizes sustainable materials, promotes practices that increase water efficiency and reduce waste, and prioritizes the human health experience.

Social Responsibility

Our Portfolio

Our top priority is to deliver the best resident experience by partnering with operators that provide the highest quality care across our senior housing properties, skilled nursing facilities and OM buildings.

As part of our commitment to deliver exceptional quality care to our residents, we prioritize partnerships with operators that share our values and implement practices that focus on quality care and contribute to better health outcomes and a positive living environment.

A s of December 31, 2024, we had approximately 114 employees, including 71 in Accounting and Finance, 15 in Asset Management, eight in Investments, four in Information Technology and four in Legal.

We recognize that our employees are a reflection of our values and our greatest asset, and we are dedicated to implementing programs that support our employees and provide the right tools to build a safe and healthy workplace.

We also believe that one of the keys to our success is our ability to benefit from a wide range of opinions and experiences.

We believe the best way to accomplish this is through promoting racial, gender and generational diversity across all layers of our organization.

As of December 31, 2024, 72.8% of our employees were minorities and 57.0% were female.

Generationally, our organization was composed of 10.0% Generation Z, 37.3% Millennials, 48.2% Generation X and 4.5% Baby Boomers.

To further assist us in establishing a work environment that promotes diversity, equity and inclusion, or DEI, for our employees, we have completed a DEI assessment of our organization and created a DEI action plan.

We provided and will continue to provide DEI education, beginning with a virtual privilege walk for all employees and leadership training for executives.

Additionally, as a part of our commitment to DEI, our board and the Nominating and Corporate Governance Committee actively seek out qualified women and individuals from underrepresented communities as director nominees.

Health and Safety

W e are committed to providing a safe and healthy workplace.

We continuously strive to meet or exceed compliance with all laws, regulations and accepted practices pertaining to workplace safety.

All employees and contractors are required to comply with established safety policies, standards and procedures.

Our focus is on promoting employee health and safety and ensuring business continuity.

As part of such efforts, we have maintained a telecommuting policy, providing our people with valued flexibility.

For our healthcare-related facilities operated pursuant to a RIDEA structure, which include our SHOP and integrated senior health campuses, we rely on each management company to attract and retain skilled personnel to provide services at our healthcare-related facilities.

W e believe maintaining a rigorous corporate governance framework is essential to the success of our organization, and we seek to adhere to policies and procedures that ensure transparency, accountability, oversight and risk minimization across all levels of our company.

This includes numerous committees of our board, comprised solely of independent directors, which oversee a wide range of matters such as investment activities, executive compensation, ESG policies and conflict of interest related matters.

We have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders.

Notable features of our corporate governance structure include the following:

• our board is not classified and each of our directors is subject to election annually.

Additionally, our charter provides that we may not elect to be subject to the provision of the MGCL that would permit us to classify our board, unless we receive prior approval from stockholders;

• we have fully independent audit, compensation and nominating and corporate governance committees;

• at least one of our directors qualifies as an “audit committee financial expert” under applicable SEC regulations, and all members of the Audit Committee are financially literate in accordance with the NYSE listing rules and requirements;

• our board has opted out of the business combination statute in the MGCL (provided that such business combination is first approved by our board), and, pursuant to our bylaws, we have opted out of the control share acquisition statute in the MGCL;

• we do not have a stockholder rights plan and do not intend to adopt a stockholder rights plan in the future without (i) the approval of our stockholders or (ii) seeking ratification from our stockholders within 12 months of adoption of the plan if our board determines, in the exercise of the directors’ duties under applicable law, that it is in our best interests to adopt a rights plan without the delay of seeking prior stockholder approval;

• our Corporate Governance Guidelines adopted by our board require our directors and officers to own certain minimum amounts of our common stock.

We have several programs to support our employees’ professional development and to create a sense of belonging, including new hire mentorship programs, employee investment programs, employee satisfaction surveys, employee engagement events, and trainings related to health and safety and professional development.

Moreover, we have implemented a number of programs to foster not only their professional growth, but also their growth as global citizens.

See Note 13, Equity — Equity Compensation Plans, to the Consolidated Financial Statements that are part of this Annual Report on Form 10-K, for a further discussion.

Our Communities

We also recognize the importance of engaging with our local communities and have partnerships with local organizations and charities to support initiatives such as affordable housing projects, community clean-up events, and educational programs.

We aim to foster positive relationships and contribute to the well-being of the communities in which we operate.

Every year, we donate to charitable causes nominated by employees such as Save the Children, J3 Foundation, Skid Row Ministry and Alzheimer’s Association.

Our corporate responsibility program will continue to evolve with the aim of building a more resilient future and creating long-term value for our residents, tenants, operators, employees, communities, and investors.

For additional information and updates to our corporate responsibility strategy and policies, please refer to the Investor Relations section of our website, www.AmericanHealthcareREIT.com.

Investment Company Act Considerations

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however, our portfolio does include, to a much lesser extent, other real estate-related investments.

We have also acquired, and may continue to acquire, real estate assets through investments in joint venture entities, including joint venture entities in which we may not own a controlling interest.

We have also acquired, and may continue to acquire, real

estate assets through investments in joint venture entities, including joint venture entities in which we may not own a controlling interest.

We anticipate that our assets generally will be held in our wholly and majority-owned subsidiaries, each formed to hold a particular asset.

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We segregate our operations into reporting segments in order to assess the performance of our business in the same way that management reviews our performance and makes operating decisions.

During the quarter ended December 31, 2023, we modified how we evaluate our business and make resource allocations, and therefore determined that we operate through four reportable business segments:

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

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

As of December 31, 2024, we operated through four reportable business segments:

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

Integrated Senior Health Campuses

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Senior Housing Operating Properties

Our SHOP segment has the potential for embedded growth through the ongoing recovery from the COVID-19 pandemic and demand growth from an aging U.S.

As of December 31, 2023, we owned and operated an aggregate 55 senior housing and skilled nursing facilities in our SHOP segment.

We believe our SHOP segment has the potential for demand growth from an aging U.S.

As of December 31, 2024, we owned and operated 84 senior housing and skilled nursing facilities in our SHOP segment.

Such facilities cater to different segments of the elderly population based upon their personal needs and include independent living, assisted living, memory care or skilled nursing services.

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We lease such properties to tenants under triple-net or absolute-net leases that obligate the tenants to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures.

As of December 31, 2023, we owned 15 SNFs within our triple-net leased properties segment that we lease to third parties.

As of December 31, 2024, we owned seven SNFs within our triple-net leased properties segment that we lease to third parties.

SNF residents are generally higher acuity and need assistance with eating, bathing, dressing and/or medication management and also require available 24-hour nursing care.

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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-K

Item 1. Business