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Our Common Stock began trading on the NYSE under the ticker symbol “AHR” on February 7, 2024.
−Removed: As of March 15, 2024, we had approximately 131,597,967 aggregate shares of our common stock outstanding, held by approximately 48,187 stockholders of record.
+Added: As of February 19, 2025, we had approximately 157,565,295 aggregate shares of our Common Stock outstanding, held by approximately 6,364 stockholders of record.
This number does not represent the actual number of beneficial owners of our Common Stock because shares of our Common Stock are frequently held in “street name” by securities dealers and others for the beneficial owners who may vote the shares.
Prior to February 7, 2024, there was no established public trading market for our Common Stock.
−Removed: On February 9, 2024, we closed the 2024 Offering, through which we issued 64,400,000 shares, including the underwriters’ overallotment of 8,400,000 shares, of a new class of common stock, $0.01 par value per share, at an initial price to the public of $12.00 per share.
−Removed: Prior to the 2024 Offering, to assist the members of FINRA and their associated persons, pursuant to FINRA Rule 2231, we generally disclosed an estimated per share NAV of our shares based on a valuation performed at least annually.
−Removed: On March 15, 2023, based on the estimated value of our assets less the estimated value of our liabilities, divided by the number of shares outstanding on a fully diluted basis, calculated as of December 31, 2022, our board authorized and established an estimated per share NAV of $31.40.
−Removed: When determining the estimated per share NAV, there are currently no SEC, federal and state rules that establish requirements specifying the methodology to employ in determining an estimated per share NAV;
−Removed: provided, however, that the determination of the estimated per share NAV must be conducted by, or with the material assistance or confirmation of, a third-party valuation expert or service and must be derived from a methodology that conforms to standard industry practice.
−Removed: In determining the estimated per share NAV of our shares as of December 31, 2022, our board considered information and analysis, including valuation materials that were provided by an independent third-party valuation firm, and the estimated per share NAV recommendation made by the audit committee of our board, which committee is comprised entirely of independent directors.
−Removed: Please see our Current Report on Form 8-K, filed with the SEC on March 17, 2023, for additional information regarding the methodology used to determine the updated estimated per share NAV, the information and valuation materials considered by our board in determining the updated estimated per share NAV and our independent third-party valuation firm.
−Removed: Securities Authorized for Issuance Under Equity Compensation Plans
−Removed: See Part III, Item 11, Executive Compensation — AHR Incentive Plan, and Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, for a discussion of our equity compensation plan information.
+Added: On February 9, 2024, we closed the February 2024 Offering, through which we issued 64,400,000 shares, including the underwriters’ overallotment of 8,400,000 shares, of a new class of Common Stock, $0.01 par value per share, at an initial price to the public of $12.00 per share, for a total of $772,800,000 in gross offering proceeds.
+Added: On September 20, 2024, we closed the September 2024 Offering, through which we issued 20,010,000 shares, including the underwriter’s overallotment of 2,610,000 shares, $0.01 par value per share, at a price of $23.55 per share, for a total of $471,236,000 in gross offering proceeds.
+Added: On November 18, 2024, we commenced the ATM Offering.
+Added: As of 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.
Distributions
+Added: We qualify, and elect to be taxed, as a REIT under the Code, and we intend to continue to qualify to be taxed as a REIT.
+Added: To maintain our qualification as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute to our stockholders a minimum of 90.0% of our annual taxable income, excluding net capital gains.
Our board shall authorize distributions, if any, on a quarterly basis, in such amounts as our board shall determine, and each quarterly record date for the purposes of such distributions shall be determined and authorized by our board in the last month of each calendar quarter until such time as our board changes our distribution policy.
−Removed: On November 14, 2022, our board suspended our DRIP offering beginning with distributions declared, if any, for the quarter ending December 31, 2022.
−Removed: As a result of the suspension of our DRIP, unless and until our board reinstates our DRIP offering, stockholders who are current participants in our DRIP were or will be paid distributions in cash.
−Removed: Since the first quarter of 2023, our board has authorized a quarterly distribution equal to $0.25 per share to holders of our common stock, which we expect will continue to be paid in the future, though we cannot guarantee that our distributions will continue at the current value.
+Added: In November 2022, our board suspended our distribution reinvestment plan, or DRIP, offering beginning with distributions declared for the quarter ending December 31, 2022.
+Added: In February 2025, our board approved the termination of our DRIP.
+Added: Since the first quarter of 2023, our board has authorized a quarterly distribution equal to $0.25 per share to holders of our common stock, which we expect will continue to be paid in the future, though we cannot guarantee that our distributions will continue at the current value or at all.
Such quarterly distributions were equal to an annualized distribution rate of $1.00 per share and paid in cash, only from legally available funds.
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or (ii) cause our total assets to be less than the sum of our total liabilities plus senior liquidation preferences.
+Added: See Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Distributions, for a further discussion of our distributions.
Recent Sales of Unregistered Securities
+Added: On October 18, 2024, Flaherty Trust redeemed all of its OP units in exchange for 211,306 shares of our Common Stock on a one-for-one basis.
+Added: The issuance of shares of Common Stock was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
+Added: On December 6, 2024, Griffin Capital redeemed a portion of its OP units in exchange for 69,882 shares of our Common Stock on a one-for-one basis.
+Added: The issuance of shares of Common Stock was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
−Removed: In October 2023, we repurchased 9,683 shares of our common stock, for an aggregate of $304,000, at a repurchase price of $31.40 per share in order to satisfy minimum statutory withholding tax obligations associated with the vesting of restricted stock awards issued pursuant to the AHR Incentive Plan.
+Added: In October 2024, we acquired 22,488 shares of our Common Stock, for an aggregate of $567,000 at a weighted average price of $25.23 per share in order to satisfy employee tax withholding requirements associated with the vesting of restricted stock awards issued pursuant to the AHR Incentive Plan.
+Added: The value of the shares withheld is based on the closing price of our Common Stock on the day prior to the vesting date, or if such date is not a trading day, the immediately preceding trading day.
+Added: In November and December 2024, we did not acquire any shares of our Common Stock.
+Added: Performance Graph
+Added: The following performance graph and table below compare the cumulative total return (including dividends) of shares of our Common Stock for the period from the listing of our shares on the NYSE on February 7, 2024 through December 31, 2024, with the cumulative returns of the Russell 2000 and the FTSE NAREIT All Equity REITs index, or FNER, over the same period of time.
+Added: The data are based on the closing prices for the periods presented.
+Added: The graph assumes that $100 was invested on February 7, 2024 and assumes the reinvestment of any dividends.
+Added: The shareholder return shown on the graph below is not indicative of future performance.
+Added: The information in this paragraph and the following performance graph are deemed “furnished”, not “filed”, with the SEC and is not to be incorporated by reference into any of our filings, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing, except as shall be expressly set forth by specific reference in such filing.
+Added: Ticker/Index 2/7/2024 12/31/2024
+Added: AHR $ 100.00 $ 226.64
+Added: Russell 2000 $ 100.00 $ 115.85
+Added: FNER $ 100.00 $ 110.71
+Added: Not applicable.
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.