What changed in this filing

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Item 1. Financial Statements

2025-08-08 compared with 2025-05-09 · 426 added, 231 removed, 747 unchanged (47% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

As of March 31, 2025 and December 31, 2024

As of June 30, 2025 and December 31, 2024

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

27 unchanged sentences

700,000,000 shares authorized;

159,065,005 and 157,446,697 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

164,578,233 and 157,446,697 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 3,957,653 3,720,268

8 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS — (Continued)

As of March 31, 2025 and December 31, 2024

As of June 30, 2025 and December 31, 2024

(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 March 31, 2025 and December 31, 2024.

represented liabilities of American Healthcare REIT Holdings, LP or its consolidated subsidiaries as of June 30, 2025 and December 31, 2024.

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 2024 Credit Facility, as defined in Note 8, held by American Healthcare REIT Holdings, LP in the amount of $ 643,000 and $ 689,000 as of March 31, 2025 and December 31, 2024, 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, Lines of Credit and Term Loan, held by American Healthcare REIT Holdings, LP in the amount of $ 550,000 and $ 689,000 as of June 30, 2025 and December 31, 2024, respectively, which was guaranteed by American Healthcare REIT, Inc.

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

AMERICAN HEALTHCARE REIT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Three Months Ended March 31, 2025 and 2024

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Three and Six Months Ended June 30, 2025 and 2024

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

2025 2024 2025 2024

Resident fees and services $ 501,285 $ 458,013 $ 998,461 $ 910,131

9 unchanged sentences

Interest expense:

Interest expense ( 22,945 ) ( 36,438 )

Interest expense, net ( 22,632 ) ( 30,596 ) ( 45,577 ) ( 67,034 )

(Loss) gain in fair value of derivative financial instruments ( 629 ) 388 ( 1,379 ) 6,805

(Loss) gain on dispositions of real estate investments, net ( 2,676 ) ( 2 ) ( 3,035 ) 2,261

Impairment of real estate investment ( 21,706 ) —

Impairment of real estate investments ( 12,659 ) — ( 34,365 ) —

Loss from unconsolidated entities ( 1,238 ) ( 1,035 ) ( 3,086 ) ( 2,240 )

2 unchanged sentences

Total net other expense ( 35,612 ) ( 28,057 ) ( 80,279 ) ( 55,583 )

Loss before income taxes ( 6,236 ) ( 2,726 )

Income before income taxes 10,811 3,612 4,575 886

Income tax expense ( 732 ) ( 686 ) ( 1,336 ) ( 964 )

( 6,840 ) ( 3,004 )

Net loss (income) attributable to noncontrolling interests 36 ( 888 )

Net loss attributable to controlling interest $ ( 6,804 ) $ ( 3,892 )

Net loss per share of Common Stock, Class T common stock and Class I common stock attributable to controlling interest:

Net income (loss) 10,079 2,926 3,239 ( 78 )

Net income attributable to noncontrolling interests ( 171 ) ( 947 ) ( 135 ) ( 1,835 )

Net income (loss) attributable to controlling interest $ 9,908 $ 1,979 $ 3,104 $ ( 1,913 )

Net income (loss) per share of Common Stock, Class T common stock and Class I common stock attributable to controlling interest:

Basic $ 0.06 $ 0.01 $ 0.02 $ ( 0.02 )

3 unchanged sentences

Diluted 161,143,556 130,689,889 159,318,503 117,413,643

$ ( 6,840 ) $ ( 3,004 )

Net income (loss) $ 10,079 $ 2,926 $ 3,239 $ ( 78 )

Other comprehensive income (loss):

1 unchanged sentence

Total other comprehensive income (loss) 343 12 519 ( 31 )

Comprehensive loss ( 6,664 ) ( 3,047 )

Comprehensive loss (income) attributable to noncontrolling interests 36 ( 888 )

Comprehensive loss attributable to controlling interest $ ( 6,628 ) $ ( 3,935 )

Comprehensive income (loss) 10,422 2,938 3,758 ( 109 )

Comprehensive income attributable to noncontrolling interests ( 171 ) ( 947 ) ( 135 ) ( 1,835 )

Comprehensive income (loss) attributable to controlling interest $ 10,251 $ 1,991 $ 3,623 $ ( 1,944 )

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

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

For the Three Months Ended March 31, 2025 and 2024

For the Three and Six Months Ended June 30, 2025 and 2024

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

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Stockholders’ Equity

6 unchanged sentences

Interests Total Equity

BALANCE — December 31, 2024

157,446,697 $ 1,564 $ 3,720,268 $ ( 1,458,089 ) $ ( 2,512 ) $ 2,261,231 $ 42,711 $ 2,303,942

BALANCE — March 31, 2025 159,065,005 $ 1,583 $ 3,768,030 $ ( 1,504,861 ) $ ( 2,336 ) $ 2,262,416 $ 42,072 $ 2,304,488

Issuance of common stock in an offering 5,451,577 54 188,580 — — 188,634 — 188,634

Offering costs — common stock — — ( 1,843 ) — — ( 1,843 ) — ( 1,843 )

Issuance of nonvested restricted common stock 24,336 — — — — — — —

Vested restricted common stock and stock units(1) 37,315 1 ( 514 ) — — ( 513 ) — ( 513 )

Amortization of nonvested restricted common stock and stock units — — 2,551 — — 2,551 — 2,551

Amortization related to equity compensation plans — — 3,190 — — 3,190 — 3,190

Distributions to noncontrolling interests — — — — — — ( 606 ) ( 606 )

2 unchanged sentences

— — — ( 41,348 ) — ( 41,348 ) — ( 41,348 )

Net loss — — — ( 6,804 ) — ( 6,804 ) ( 31 ) ( 6,835 ) (2)

Net income — — — 9,908 — 9,908 181 10,089 (2)

Other comprehensive income — — — — 343 343 — 343

BALANCE — June 30, 2025

164,578,233 $ 1,638 $ 3,957,653 $ ( 1,536,301 ) $ ( 1,993 ) $ 2,420,997 $ 41,647 $ 2,462,644

Three Months Ended June 30, 2024

Stockholders’ Equity

Common Stock Class T

Common Stock Class I

Shares Amount Number

Shares Amount Additional

Capital Accumulated

Deficit Accumulated

Comprehensive

Stockholders’

Equity Noncontrolling

Interests Total Equity

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

Vested restricted common stock and stock units(1) — — 49,051 1 — — ( 72 ) — — ( 71 ) — ( 71 )

Amortization of nonvested restricted common stock and stock units — — — — — — 2,765 — — 2,765 — 2,765

Distributions to noncontrolling interests — — — — — — — — — — ( 975 ) ( 975 )

Adjustment to value of redeemable noncontrolling interests — — — — — — 861 — — 861 276 1,137

Distributions declared ($ 0.25 per share)

— — — — — — — ( 33,074 ) — ( 33,074 ) — ( 33,074 )

Net income — — — — — — — 1,979 — 1,979 958 2,937 (2)

Other comprehensive income — — — — — — — — 12 12 — 12

BALANCE — June 30, 2024

65,372,222 $ 644 19,601,476 $ 195 46,673,320 $ 467 $ 3,278,806 $ ( 1,344,285 ) $ ( 2,456 ) $ 1,933,371 $ 170,522 $ 2,103,893

AMERICAN HEALTHCARE REIT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY — (Continued)

For the Three Months Ended March 31, 2025 and 2024

For the Three and Six Months Ended June 30, 2025 and 2024

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

Three Months Ended March 31, 2024

Six Months Ended June 30, 2025

Stockholders’ Equity

Shares Amount Additional

Capital Accumulated

Deficit Accumulated

Comprehensive

Stockholders’

Equity Noncontrolling

Interests Total Equity

BALANCE — December 31, 2024 157,446,697 $ 1,564 $ 3,720,268 $ ( 1,458,089 ) $ ( 2,512 ) $ 2,261,231 $ 42,711 $ 2,303,942

Issuance of common stock in an offering 7,028,690 70 236,230 — — 236,300 — 236,300

Offering costs — common stock — — ( 2,385 ) — — ( 2,385 ) — ( 2,385 )

Issuance of nonvested restricted common stock 24,336 — — — — — — —

Vested restricted common stock and stock units(1) 78,510 4 ( 2,406 ) — — ( 2,402 ) — ( 2,402 )

Amortization related to equity compensation plans — — 5,741 — — 5,741 — 5,741

Distributions to noncontrolling interests — — — — — — ( 1,214 ) ( 1,214 )

Adjustment to value of redeemable noncontrolling interests — — 205 — — 205 — 205

Distributions declared ($ 0.50 per share)

— — — ( 81,316 ) — ( 81,316 ) — ( 81,316 )

Net income — — — 3,104 — 3,104 150 3,254 (2)

Other comprehensive income — — — — 519 519 — 519

BALANCE — June 30, 2025 164,578,233 $ 1,638 $ 3,957,653 $ ( 1,536,301 ) $ ( 1,993 ) $ 2,420,997 $ 41,647 $ 2,462,644

AMERICAN HEALTHCARE REIT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY — (Continued)

For the Three and Six Months Ended June 30, 2025 and 2024

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

Six Months Ended June 30, 2024

Stockholders’ Equity

Common Stock Class T

14 unchanged sentences

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

Vested restricted common stock and stock units(1) — — 49,051 1 — — ( 72 ) — — ( 71 ) — ( 71 )

Amortization of nonvested restricted common stock and stock units — — — — — — 4,679 — — 4,679 — 4,679

9 unchanged sentences

Other comprehensive loss — — — — — — — — ( 31 ) ( 31 ) — ( 31 )

BALANCE — March 31, 2024

BALANCE — June 30, 2024

65,372,222 $ 644 19,601,476 $ 195 46,673,320 $ 467 $ 3,278,806 $ ( 1,344,285 ) $ ( 2,456 ) $ 1,933,371 $ 170,522 $ 2,103,893

1 unchanged sentence

See Note 12, Equity — Equity Compensation Plans, for further discussion.

(2) For the three months ended March 31, 2025 and 2024, amounts exclude $ 5 and $ 21 , respectively, of net loss attributable to redeemable noncontrolling interests.

(2) For the three months ended June 30, 2025 and 2024, amounts exclude $ 10 and $ 11 , respectively, of net loss attributable to redeemable noncontrolling interests.

For the six months ended June 30, 2025 and 2024, amounts exclude $ 15 and $ 32 , respectively, of net loss attributable to redeemable noncontrolling interests.

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

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2025 and 2024

For the Six Months Ended June 30, 2025 and 2024

(In thousands) (Unaudited)

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES

$ ( 6,840 ) $ ( 3,004 )

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

Net income (loss) $ 3,239 $ ( 78 )

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

Depreciation and amortization 83,055 88,031

3 unchanged sentences

Loss (gain) on dispositions of real estate investments, net 3,035 ( 2,261 )

Impairment of real estate investment 21,706 —

Impairment of real estate investments 34,365 —

Loss from unconsolidated entities 3,086 2,240

8 unchanged sentences

Security deposits, prepaid rent and other liabilities 327 ( 1,919 )

Net cash provided by (used in) operating activities 60,616 ( 5,954 )

Net cash provided by operating activities 132,091 53,448

CASH FLOWS FROM INVESTING ACTIVITIES

24 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)

For the Three Months Ended March 31, 2025 and 2024

For the Six Months Ended June 30, 2025 and 2024

(In thousands) (Unaudited)

Three Months Ended March 31,

Six Months Ended June 30,

Redemption of noncontrolling interest $ — $ ( 36,083 )

Security deposits ( 498 ) 47

Net cash (used in) provided by financing activities ( 23,776 ) 44,962

Net cash provided by financing activities 9,348 18,935

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH $ 46,577 $ 6,849

27 unchanged sentences

Accounts payable and accrued liabilities $ ( 2,393 ) $ 51

Security deposits $ — $ ( 236 )

Security deposits and other liabilities $ ( 471 ) $ ( 236 )

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 Months Ended March 31, 2025 and 2024

For the Three and Six Months Ended June 30, 2025 and 2024

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

4 unchanged sentences

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

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 own and operate our integrated senior health campuses, or ISHC, 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.

6 unchanged sentences

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 March 31, 2025 and December 31, 2024 , we owned 98.8 % and 98.7 %, respectively, of the operating partnership units, or OP units, in our operating partnership, and the remaining 1.2 % and 1.3 % of the OP units, respectively, were owned by the following limited partners:

As of June 30, 2025 and December 31, 2024 , we owned 98.8 % and 98.7 %, respectively, of the operating partnership units, or OP units, in our operating partnership, and the remaining 1.2 % and 1.3 % of the OP units, respectively, were owned by the following limited partners:

(i) AHI Group Holdings, LLC, which is owned and controlled by Jeffrey T.

3 unchanged sentences

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.

Our Real Estate Investments Portfolio

Real Estate Investments Portfolio

We currently operate through four reportable business segments:

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

As of March 31, 2025, we owned and/or operated 312 buildings and integrated senior health campuses representing approximately 19,031,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $ 4,523,782,000 .

In addition, as of March 31, 2025, we also owned a real estate-related debt investment purchased for $ 60,429,000 .

ISHC, OM, SHOP and triple-net leased properties.

As of June 30, 2025, we owned and/or operated 309 buildings and ISHC representing approximately 19,228,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $ 4,513,420,000 .

In addition, as of June 30, 2025, 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.

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

AMERICAN HEALTHCARE REIT, INC.

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

We are the sole general partner of our operating partnership and as of March 31, 2025 and December 31, 2024, we owned a 98.8 % and 98.7 %, respectively, general partnership interest therein, and the remaining 1.2 % and 1.3 %, respectively, partnership interest was owned by the limited partners.

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 June 30, 2025 and December 31, 2024, we owned a 98.8 % and 98.7 %, respectively, general partnership interest therein, and the remaining 1.2 % and 1.3 %, respectively, 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).

18 unchanged sentences

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, for the periods presented below (in thousands):

Three Months Ended March 31,

Senior Health

Campuses SHOP(1) Total Integrated

Senior Health

Campuses SHOP(1) Total

Three Months Ended June 30,

ISHC SHOP(1) Total ISHC SHOP(1) Total

Over time $ 351,321 $ 75,314 $ 426,635 $ 325,618 $ 62,654 $ 388,272

4 unchanged sentences

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

Six Months Ended June 30,

ISHC SHOP(1) Total ISHC SHOP(1) Total

Over time $ 704,448 $ 147,082 $ 851,530 $ 650,135 $ 120,274 $ 770,409

Point in time 142,741 4,190 146,931 136,761 2,961 139,722

Total resident fees and services

$ 847,189 $ 151,272 $ 998,461 $ 786,896 $ 123,235 $ 910,131

The following tables disaggregate our resident fees and services revenue by payor class, for the periods presented below (in thousands):

Three Months Ended March 31,

Senior Health

Campuses SHOP(1) Total Integrated

Senior Health

Campuses SHOP(1) Total

Three Months Ended June 30,

ISHC SHOP(1) Total ISHC SHOP(1) Total

$ 168,181 $ 1,571 $ 169,752 $ 124,986 $ 1,482 $ 126,468

4 unchanged sentences

$ 423,825 $ 77,460 $ 501,285 $ 393,774 $ 64,239 $ 458,013

Six Months Ended June 30,

ISHC SHOP(1) Total ISHC SHOP(1) Total

$ 335,483 $ 3,243 $ 338,726 $ 245,335 $ 2,726 $ 248,061

Private and other payors

321,218 127,496 448,714 363,908 104,972 468,880

190,488 20,533 211,021 177,653 15,537 193,190

Total resident fees and services

$ 847,189 $ 151,272 $ 998,461 $ 786,896 $ 123,235 $ 910,131

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

7 unchanged sentences

$ 69,198 $ 57,807 $ 39,966 $ 166,971

Ending balance — March 31, 2025

Ending balance — June 30, 2025

67,869 65,310 44,344 177,523

(Decrease)/increase $ ( 1,329 ) $ 7,503 $ 4,378 $ 10,552

AMERICAN HEALTHCARE REIT, INC.

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

Deferred Revenue — Resident Fees and Services Revenue

2 unchanged sentences

Beginning balance — January 1, 2025

Ending balance — March 31, 2025

Ending balance — June 30, 2025

Increase $ 1,109

2 unchanged sentences

An allowance is maintained for estimated losses resulting from the inability of residents and payors to meet the contractual obligations under their lease or service agreements.

Substantially all of such allowances are recorded as direct reductions of resident fees and services revenue as contractual adjustments provided to third-party payors or implicit price concessions in our accompanying condensed consolidated statements of operations and comprehensive loss.

Our determination of the adequacy of these allowances is based primarily upon evaluations of historical loss experience, the residents’ financial condition, security deposits, cash collection patterns by payor and by state, current economic conditions, future expectations in estimating credit losses and other relevant factors.

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.

AMERICAN HEALTHCARE REIT, INC.

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

The following is a summary of our adjustments to allowances for the periods presented below (in thousands):

Three Months Ended March 31,

Six Months Ended June 30,

Beginning balance

6 unchanged sentences

Accounts Payable and Accrued Liabilities

As of March 31, 2025 and December 31, 2024, accounts payable and accrued liabilities primarily include reimbursement of payroll-related costs to the managers of our SHOP and integrated senior health campuses of $ 56,364,000 and $ 45,438,000 , respectively, insurance reserves of $ 49,182,000 and $ 47,578,000 , respectively, accrued distributions of $ 40,795,000 and $ 40,375,000 , respectively, accrued property taxes of $ 24,371,000 and $ 23,540,000 , respectively, and accrued developments and capital expenditures of $ 22,447,000 and $ 22,644,000 , respectively.

As of June 30, 2025 and December 31, 2024, accounts payable and accrued liabilities primarily include reimbursement of payroll-related costs to the managers of our ISHC and SHOP of $ 57,370,000 and $ 45,438,000 , respectively, insurance reserves of $ 50,961,000 and $ 47,578,000 , respectively, accrued distributions of $ 42,266,000 and $ 40,375,000 , respectively, accrued property taxes of $ 22,926,000 and $ 23,540,000 , respectively, and accrued developments and capital expenditures of $ 20,739,000 and $ 22,644,000 , respectively.

Recently Issued Accounting Pronouncements

5 unchanged sentences

We expect to include additional tax disclosures in the notes to our annual financial statements upon our adoption of ASU 2023-09 beginning with our 2025 Annual Report on Form 10-K, and no other changes to our existing disclosures or consolidated financial statements are expected to result from the adoption of such standard.

AMERICAN HEALTHCARE REIT, INC.

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

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40):

10 unchanged sentences

We are currently evaluating this guidance to determine the impact on our consolidated financial statement disclosures beginning with our 2027 Annual Report on Form 10-K.

Real Estate Investments, Net

Our real estate investments, net consisted of the following as of March 31, 2025 and December 31, 2024 (in thousands):

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity , or ASU 2025-03.

ASU 2025-03 amends the guidance Topic 805 and Topic 810, to improve the determination of the accounting acquirer in business combinations involving VIEs.

Under the new guidance, entities are required to apply the general principles in Topic 805 to identify the accounting acquirer when the legal acquiree is a VIE that meets the definition of a business, and the transaction is primarily effected by exchanging equity interests.

ASU 2025-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

Early adoption is permitted and should be applied prospectively to any acquisition transaction that occurs after the adoption date.

We are currently evaluating this guidance to determine the impact on our consolidated financial statement and disclosures beginning with our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2027.

Real Estate Investments

Our real estate investments, net consisted of the following as of June 30, 2025 and December 31, 2024 (in thousands):

Building, improvements and construction in process $ 3,638,402 $ 3,619,555

4 unchanged sentences

Total $ 3,346,121 $ 3,366,648

Depreciation expense for the three months ended March 31, 2025 and 2024 was $ 36,577,000 and $ 37,135,000 , respectively.

AMERICAN HEALTHCARE REIT, INC.

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

The following is a summary of our capital expenditures by reportable segment for the period presented below (in thousands):

Depreciation expense for the three months ended June 30, 2025 and 2024 was $ 37,284,000 and $ 36,866,000 , respectively, and for the six months ended June 30, 2025 and 2024 was $ 73,861,000 and $ 74,001,000 , respectively.

The following is a summary of our capital expenditures by reportable segment for the periods presented below (in thousands):

Three Months Ended

March 31, 2025

Integrated senior health campuses $ 15,210

June 30, 2025

Six Months Ended

June 30, 2025

ISHC $ 16,316 $ 31,526

SHOP 4,423 7,358

OM 1,836 4,531

Triple-net leased properties 266 266

Total $ 22,841 $ 43,681

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, 2025, we did not place in service any developments or expansions.

Included in the capital expenditure amounts above are costs for the development and expansion of our ISHC.

For the three and six months ended June 30, 2025, we did not place in service any developments or expansions.

Acquisitions of Real Estate Investments

For the three months ended March 31, 2025, we acquired nine land parcels in Indiana for an aggregate contract purchase price of $ 250,000 , plus closing costs, for the future development of integrated senior health campuses.

For the three months ended March 31, 2025, using cash and debt financing, we also acquired one previously leased real estate investment located in Indiana.

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

Location Date

For the six months ended June 30, 2025, we acquired nine land parcels in Indiana for an aggregate contract purchase price of $ 250,000 , plus closing costs, for the future development of ISHC.

For the six months ended June 30, 2025, using cash

AMERICAN HEALTHCARE REIT, INC.

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

and debt financing, we also acquired one previously leased real estate investment located in Indiana and one SHOP located in Virginia.

The following is a summary of such acquisitions (in thousands):

Location Type Date

Acquired Contract

Price Line of

Evansville, IN 02/26/25 $ 16,087 $ 8,000

We accounted for such acquisitions of land and real estate investment completed during the three months ended March 31, 2025 as asset acquisitions.

Purchase Price Line of

Evansville, IN ISHC 02/26/25 $ 16,087 $ 8,000

Fredericksburg, VA SHOP 04/14/25 65,000 61,500

Total $ 81,087 $ 69,500

We accounted for such acquisitions of land and real estate investments completed during the six months ended June 30, 2025 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 $ 6,374,000 operating lease right-of-use assets and $ 7,445,000 operating lease liabilities (in thousands):

Building and improvements $ 69,587

In-place leases 5,535

Total assets acquired $ 81,708

Dispositions of Real Estate Investments

For the three months ended March 31, 2025, we disposed of one SHOP and one integrated senior health campus.

We recognized a total aggregate loss on such dispositions of $ 343,000 .

For the six months ended June 30, 2025, we disposed of one SHOP, two ISHC, and three OM buildings.

We recognized a total net loss on such dispositions of $ 3,037,000 .

The following is a summary of such dispositions (dollars in thousands):

Location Number of

Buildings Type Date

Buildings/Campuses Type Date

Disposed Contract

Lansing, MI 1 SHOP 02/11/25 $ 3,250

Greenville, OH 1 Integrated Senior Health Campus 03/01/25 6,700

Greenville, OH 1 ISHC 03/01/25 6,700

King of Prussia, PA 1 OM 04/08/25 12,902

Chesterfield, MO 1 OM 05/01/25 6,777

Springfield, OH 1 ISHC 05/01/25 9,300

Crown Point, IN 1 OM 05/13/25 4,500

Total 6 $ 43,429

AMERICAN HEALTHCARE REIT, INC.

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

Impairment of Real Estate Investment

As we continue to evaluate our properties based on their historical operating performance and our expected holding period, for the three months ended March 31, 2025, we recognized an impairment charge of $ 21,706,000 for one OM building.

The fair value of such OM 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.

For three months ended March 31, 2024, we did not recognize any impairment of real estate investments.

Impairment of Real Estate Investments

As we continue to evaluate our properties based on their historical operating performance and our expected holding period, for the three and six months ended June 30, 2025, we recognized an aggregate impairment charge of $ 12,659,000 and $ 34,365,000 , respectively, for five and six OM buildings, respectively.

The fair value of each OM building was determined by the sales price of the respective executed purchase and sale agreement with a third-party buyer, which were considered a Level 2 measurement within the fair value hierarchy.

For the three and six months ended June 30, 2024, we did not recognize any impairment of real estate investments.

Business Combination

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.

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, 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.

2 unchanged sentences

however, we incurred transaction costs of $ 2,636,000 related to the acquisition of such properties.

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

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

Based on quantitative and qualitative considerations, such business combination was not material to us and therefore, pro forma financial information was not provided.

We did not complete any real estate acquisitions accounted for as business combinations for the three months ended March 31, 2025.

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

AMERICAN HEALTHCARE REIT, INC.

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

We did not complete any real estate acquisitions accounted for as business combinations for the six months ended June 30, 2025.

The table below summarizes the acquisition date fair values of the assets acquired and liabilities assumed of our business combination during the six months ended June 30, 2024 (in thousands):

Building and improvements $ 64,350

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Net assets acquired $ —

Debt Security Investment, Net

Debt Security Investment

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.

5 unchanged sentences

Further, we extended the maturity dates of the related mortgage loans payable from August 25, 2025 to January 1, 2028, thereby extending the maturity date of our debt security investment.

As of June 30, 2025 and December 31, 2024, the carrying amount of the debt security investment was $ 91,849,000 and $ 91,264,000 , respectively, net of unamortized closing costs of $ 116,000 and $ 165,000 , respectively.

Accretion on the debt security for the three months ended June 30, 2025 and 2024 was $ 163,000 and $ 1,154,000 , respectively, and for the six months ended June 30, 2025 and 2024 was $ 634,000 and $ 2,279,000 , respectively, which is recorded as an increase to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive income (loss).

Amortization expense of closing costs for the three months ended June 30, 2025 and 2024 was $ 12,000 and $ 80,000 , respectively, and for the six months ended June 30, 2025 and 2024 was $ 49,000 and $ 156,000 , respectively, which is recorded as a decrease to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive income (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.

For the three and six months ended June 30, 2025 and 2024, we did not record a credit loss.

AMERICAN HEALTHCARE REIT, INC.

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

As of March 31, 2025 and December 31, 2024, the carrying amount of the debt security investment was $ 91,698,000 and $ 91,264,000 , respectively, net of unamortized closing costs of $ 128,000 and $ 165,000 , respectively.

Accretion on the debt security for the three months ended March 31, 2025 and 2024 was $ 471,000 and $ 1,125,000 , 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, 2025 and 2024 was $ 37,000 and $ 76,000 , 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 either the three months ended March 31, 2025 or 2024.

Identified Intangible Assets and Liabilities

Identified intangible assets, net and identified intangible liabilities, net consisted of the following as of March 31, 2025 and December 31, 2024 (dollars in thousands):

Identified intangible assets, net and identified intangible liabilities, net consisted of the following as of June 30, 2025 and December 31, 2024 (dollars in thousands):

Amortized intangible assets:

In-place leases, net of accumulated amortization of $ 35,636 and $ 41,764 as of March 31, 2025 and December 31, 2024, respectively (with a weighted average remaining life of 6.3 years and 5.9 years as of March 31, 2025 and December 31, 2024, respectively)

In-place leases, net of accumulated amortization of $ 33,030 and $ 41,764 as of June 30, 2025 and December 31, 2024, respectively (with a weighted average remaining life of 5.8 years and 5.9 years as of June 30, 2025 and December 31, 2024, respectively)

$ 26,684 $ 28,906

Above-market leases, net of accumulated amortization of $ 8,630 and $ 8,309 as of March 31, 2025 and December 31, 2024, respectively (with a weighted average remaining life of 6.8 years and 6.9 years as of March 31, 2025 and December 31, 2024, respectively)

Above-market leases, net of accumulated amortization of $ 8,075 and $ 8,309 as of June 30, 2025 and December 31, 2024, respectively (with a weighted average remaining life of 6.7 years and 6.9 years as of June 30, 2025 and December 31, 2024, respectively)

11,053 12,700

4 unchanged sentences

Amortized intangible liabilities:

Below-market leases, net of accumulated amortization of $ 2,585 and $ 2,442 as of March 31, 2025 and December 31, 2024, respectively (with a weighted average remaining life of 4.8 years and 5.0 years as of March 31, 2025 and December 31, 2024, respectively)

Below-market leases, net of accumulated amortization of $ 2,711 and $ 2,442 as of June 30, 2025 and December 31, 2024, respectively (with a weighted average remaining life of 4.6 years and 5.0 years as of June 30, 2025 and December 31, 2024, respectively)

$ 2,618 $ 3,001

Total identified intangible liabilities, net $ 2,618 $ 3,001

Amortization expense on identified intangible assets for the three months ended March 31, 2025 and 2024 was $ 4,427,000 and $ 5,713,000 , respectively, which included $ 604,000 and $ 716,000 , 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 below-market leases for the three months ended March 31, 2025 and 2024 was $ 191,000 and $ 290,000 , respectively, which is recorded as an increase 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)

The aggregate weighted average remaining life of the identified intangible assets was 6.5 years and 6.2 years as of March 31, 2025 and December 31, 2024, respectively.

The aggregate weighted average remaining life of the identified intangible liabilities was 4.8 years and 5.0 years as of March 31, 2025 and December 31, 2024, respectively.

As of March 31, 2025, estimated amortization expense on the identified intangible assets and liabilities for the remaining nine months ending December 31, 2025 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 June 30, 2025 and 2024 was $ 4,463,000 and $ 8,428,000 , respectively, which included $ 547,000 and $ 691,000 , 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 income (loss).

Amortization expense on identified intangible assets for the six months ended June 30, 2025 and 2024 was $ 8,890,000 and $ 14,141,000 , respectively, which included $ 1,151,000 and $ 1,407,000 , 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 income (loss).

Amortization expense on below-market leases for the three months ended June 30, 2025 and 2024 was $ 192,000 and $ 272,000 , respectively, and for the six months ended June 30, 2025 and 2024 was $ 383,000 and $ 562,000 , respectively, which is recorded as an increase to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive income (loss).

The aggregate weighted average remaining life of the identified intangible assets was 6.0 years and 6.2 years as of June 30, 2025 and December 31, 2024, respectively.

The aggregate weighted average remaining life of the identified intangible liabilities was 4.6 years and 5.0 years as of June 30, 2025 and December 31, 2024, respectively.

As of June 30, 2025, estimated amortization expense on the identified intangible assets and liabilities for the remaining six months ending December 31, 2025 and for each of the next four years ending December 31, and thereafter was as follows (in thousands):

Amortization Expense

8 unchanged sentences

Total $ 37,737 $ ( 2,618 )

Other assets, net consisted of the following as of March 31, 2025 and December 31, 2024 (dollars in thousands):

AMERICAN HEALTHCARE REIT, INC.

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

Other assets, net consisted of the following as of June 30, 2025 and December 31, 2024 (dollars in thousands):

Deferred rent receivables $ 48,759 $ 47,520

1 unchanged sentence

Inventory — finished goods 19,428 19,477

Lease commissions, net of accumulated amortization of $ 8,734 and $ 8,270 as of March 31, 2025 and December 31, 2024, respectively

Lease commissions, net of accumulated amortization of $ 8,927 and $ 8,270 as of June 30, 2025 and December 31, 2024, respectively

16,749 17,680

Investments in unconsolidated entities 11,198 13,924

Deferred financing costs, net of accumulated amortization of $ 1,119 and $ 9,224 as of March 31, 2025 and December 31, 2024, respectively

Lease inducement, net of accumulated amortization of $ 2,982 and $ 2,895 as of March 31, 2025 and December 31, 2024, respectively (with a weighted average remaining life of 5.8 years and 5.9 years as of March 31, 2025 and December 31, 2024, respectively)

Deferred financing costs, net of accumulated amortization of $ 1,359 and $ 9,224 as of June 30, 2025 and December 31, 2024, respectively

Lease inducement, net of accumulated amortization of $ 3,071 and $ 2,895 as of June 30, 2025 and December 31, 2024, respectively (with a weighted average remaining life of 5.5 years and 5.9 years as of June 30, 2025 and December 31, 2024, respectively)

Derivative financial instruments 524 1,013

Total $ 135,896 $ 135,338

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

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

In March 2025, in connection with the termination of the Trilogy Credit Facility, we incurred a loss on extinguishment of $ 533,000 primarily consisting of the write-off of unamortized deferred financing costs associated with the Trilogy Credit Facility.

In February 2024, in connection with the replacement of our previous credit facility with the 2024 Credit Facility, we incurred an aggregate loss on extinguishment of $ 565,000 due to the partial write-off of unamortized deferred financing costs related to the senior unsecured revolving credit facility portion of our previous credit facility.

Loss on extinguishment of debt is recorded as an increase to interest expense in our accompanying condensed consolidated statements of operations and comprehensive loss.

Loss on extinguishment of debt is recorded as an increase to interest expense in our accompanying condensed consolidated statements of operations and comprehensive income (loss).

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, 2025 and 2024 was $ 87,000 , 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)

Mortgage Loans Payable, Net

Mortgage loans payable, net consisted of the following as of March 31, 2025 and December 31, 2024 (dollars in thousands):

Fixed-rate debt ( 89 loans as of both March 31, 2025 and December 31, 2024, respectively)

Amortization expense on lease inducement for the three months ended June 30, 2025 and 2024 was $ 89,000 and $ 88,000 , respectively, and for both the six months ended June 30, 2025 and 2024 was $ 176,000 , which is recorded as a decrease to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive income (loss).

Mortgage Loans Payable

Mortgage loans payable, net consisted of the following as of June 30, 2025 and December 31, 2024 (dollars in thousands):

Fixed-rate debt ( 87 and 89 loans as of June 30, 2025 and December 31, 2024, respectively)

$ 1,004,016 $ 1,004,724

3 unchanged sentences

Mortgage loans payable, net $ 983,510 $ 982,071

Based on interest rates in effect as of both March 31, 2025 and December 31, 2024, effective interest rates on mortgage loans payable ranged from 2.21 % to 5.99 % per annum, with a weighted average effective interest rate of 3.72 % and 3.67 %, respectively.

Based on interest rates in effect as of June 30, 2025 and December 31, 2024, effective interest rates on mortgage loans payable ranged from 2.21 % to 5.99 % per annum, with a weighted average effective interest rate of 3.73 % and 3.67 %, 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.

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 periods presented below (in thousands):

Three Months Ended March 31,

Six Months Ended June 30,

Beginning balance $ 982,071 $ 1,302,396

6 unchanged sentences

Early payoff of mortgage loans payable — ( 184,445 )

Payoff of a mortgage loan payable due to disposition of real estate investment ( 6,604 ) —

Payoff of mortgage loans payable due to dispositions of real estate investments ( 15,254 ) —

Deferred financing costs

1 unchanged sentence

Ending balance $ 983,510 $ 1,228,597

Amortization of deferred financing costs and amortization of discount/premium on mortgage loans payable is included in interest expense in our accompanying condensed consolidated statements of operations and comprehensive loss.

For the three months ended March 31, 2025, we did not incur any loss on the extinguishment of mortgage loans payable.

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 early payoff of mortgage loans payable in February 2024.

AMERICAN HEALTHCARE REIT, INC.

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

As of March 31, 2025, the principal payments due on our mortgage loans payable for the remaining nine months ending December 31, 2025 and for each of the next four years ending December 31, and thereafter were as follows (in thousands):

For both the three and six months ended June 30, 2025, we incurred a loss on the early extinguishment of a mortgage loan payable of $ 1,273,000 , which is recorded as an increase to interest expense in our accompanying condensed consolidated statements of operations and comprehensive income (loss).

Such loss was related to the payoff of a mortgage loan payable due to the disposition of the underlying real estate investment in May 2025.

For the three and six months ended June 30, 2024, we incurred an aggregate loss on the early extinguishment of a mortgage loan payable of $ 0 and $ 715,000 .

Such aggregate loss was primarily related to the payoff of approximately $ 176,145,000 of mortgage loans payable using the net proceeds from the February 2024 Offering, as defined and described in Note 12, Equity.

As of June 30, 2025, the principal payments due on our mortgage loans payable for the remaining six months ending December 31, 2025 and for each of the next four years ending December 31, and thereafter were as follows (in thousands):

2025 $ 17,392

1 unchanged sentence

Total $ 1,004,016

AMERICAN HEALTHCARE REIT, INC.

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

Lines of Credit and Term Loan

15 unchanged sentences

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.

AMERICAN HEALTHCARE REIT, INC.

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

As of both March 31, 2025 and December 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, 2025 and December 31, 2024, borrowings outstanding under the 2024 Credit Facility totaled $ 643,000,000 ($ 642,567,000 , net of deferred financing costs related to the senior unsecured term loan facility portion of the 2024 Credit Facility), and $ 689,000,000 ($ 688,502,000 , net of deferred financing costs related to the senior unsecured term loan facility portion of the 2024 Credit Facility), respectively, and the weighted average interest rate on such borrowings outstanding was 5.67 % per annum.

As of both June 30, 2025 and December 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 June 30, 2025 and December 31, 2024, borrowings outstanding under the 2024 Credit Facility totaled $ 550,000,000 ($ 549,632,000 , net of deferred financing costs related to the senior unsecured term loan facility portion of the 2024 Credit Facility), and $ 689,000,000 ($ 688,502,000 , net of deferred financing costs related to the senior unsecured term loan facility portion of the 2024 Credit Facility), respectively, and the weighted average interest rate on such borrowings outstanding was 5.64 % and 5.67 % per annum, respectively.

Trilogy Credit Facility

8 unchanged sentences

(i) a $ 365,000,000 secured revolver supported by real estate assets and ancillary business cash flow and (ii) a $ 35,000,000 accounts receivable revolving credit facility supported by eligible accounts receivable, or the Trilogy Credit Facility.

AMERICAN HEALTHCARE REIT, INC.

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

As of December 31, 2024, our aggregate borrowing capacity under the Trilogy Credit Facility was $ 400,000,000 and borrowings outstanding totaled $ 32,000 with a weighted average interest rate of 7.30 % per annum.

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

On March 3, 2025, we repaid all borrowings and terminated the Trilogy Credit Facility, and therefore as of March 31, 2025, we do not have any obligations under the Trilogy Credit Agreement.

On March 3, 2025, we repaid all borrowings and terminated the Trilogy Credit Facility, and therefore as of June 30, 2025, we do not have any obligations under the Trilogy Credit Agreement.

Derivative Financial Instruments

1 unchanged sentence

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, 2025 and December 31, 2024, 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, 2025

December 31, 2024

The following table lists the derivative financial instruments held by us as of June 30, 2025 and December 31, 2024, 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 June 30,

Swap $ 275,000 Daily SOFR 3.74 % 02/01/23 01/19/26 $ 524 $ 1,013

3 unchanged sentences

$ ( 1,275 ) $ 104

As of both March 31, 2025 and December 31, 2024, none of our derivative financial instruments were designated as hedges.

As of both June 30, 2025 and December 31, 2024, 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 March 31, 2025 and 2024, we recorded a net (loss) gain in the fair value of derivative financial instruments of $( 750,000 ) and $ 6,417,000 , respectively, as an (increase) 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.

For the three months ended June 30, 2025 and 2024, we recorded a net (loss) gain in the fair value of derivative financial instruments of $( 629,000 ) and $ 388,000 , respectively, and for the six months ended June 30, 2025 and 2024, we recorded a net (loss) gain in the fair value of derivative financial instruments of $( 1,379,000 ) and $ 6,805,000 , respectively, as an (increase) decrease to total interest expense in our accompanying condensed consolidated statements of operations and comprehensive income (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.

1 unchanged sentence

We are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us, which, if determined unfavorably to us, would have a material adverse effect on our consolidated financial position, results of operations or cash flows.

AMERICAN HEALTHCARE REIT, INC.

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

Environmental Matters

4 unchanged sentences

In our view, these matters are not expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows.

AMERICAN HEALTHCARE REIT, INC.

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

Redeemable Noncontrolling Interests

As of March 31, 2025 and December 31, 2024, we, through our direct and indirect subsidiaries, owned a 98.8 % and 98.7 %, respectively, general partnership interest in our operating partnership, and the remaining 1.2 % and 1.3 %, respectively, limited partnership interest in our operating partnership was owned by limited partners.

As of June 30, 2025 and December 31, 2024, we, through our direct and indirect subsidiaries, owned a 98.8 % and 98.7 %, respectively, general partnership interest in our operating partnership, and the remaining 1.2 % and 1.3 %, respectively, limited partnership interest in our operating partnership was owned by limited partners.

Some of the limited partnership units outstanding had redemption features outside of our control and were accounted for as redeemable noncontrolling interests presented outside of permanent equity prior to February 9, 2024.

As a result of the closing of the February 2024 Offering, as defined and described in Note 12, and listing of our Common Stock, as defined and described in Note 12, on the New York Stock Exchange, or NYSE, such redemption features are no longer outside of our control, and we reclassified the carrying amount of such interests as of such date to noncontrolling interests in total equity in our accompanying condensed consolidated balance sheet.

As a result of the closing of the February 2024 Offering, as defined and described in Note 12, Equity, and listing of our Common Stock, as defined and described in Note 12, on the New York Stock Exchange, or NYSE, such redemption features are no longer outside of our control, and we reclassified the carrying amount of such interests as of such date to noncontrolling interests in total equity in our accompanying condensed consolidated balance sheet.

See Note 12, Equity, for a further discussion.

As of March 31, 2025 and December 31, 2024, 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.

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

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

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

Effective June 30, 2025, we acquired Meridian's interest in the joint venture and now own 100 % of such joint venture.

There is no longer any redeemable noncontrolling interests recorded in our accompanying condensed consolidated balance sheets.

We recorded 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 periods presented below (in thousands):

Three Months Ended March 31,

Six Months Ended June 30,

Beginning balance $ 220 $ 33,843

2 unchanged sentences

Distributions — ( 3 )

Redemption of redeemable noncontrolling interests — ( 10,771 )

Adjustment to redemption value ( 205 ) ( 7,535 )

1 unchanged sentence

Ending balance $ — $ 220

AMERICAN HEALTHCARE REIT, INC.

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

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, 2025 and December 31, 2024, no shares of preferred stock were issued and outstanding.

As of both June 30, 2025 and December 31, 2024, 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.

Follow-on Public Offerings

On February 9, 2024, we closed our underwritten public offering, or the February 2024 Offering, and issued 64,400,000 shares of Common Stock for a total of $ 772,800,000 in gross offering proceeds.

1 unchanged sentence

We received $ 724,625,000 in net offering 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.

AMERICAN HEALTHCARE REIT, INC.

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

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 condensed consolidated balance sheets and condensed consolidated statements of equity.

8 unchanged sentences

See “Noncontrolling Interests in Total Equity – Membership Interest in Trilogy REIT Holdings” section below for a further discussion of the purchase of such joint venture interest.

On November 18, 2024, we entered into a sales agreement and established an at-the-market equity offering program, or ATM Offering, pursuant to which we may 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 three months ended March 31, 2025, we issued an aggregate of 1,577,113 shares of Common Stock under the ATM Offering for gross proceeds of $ 47,666,000 at an average gross price of $ 30.22 per share.

As of March 31, 2025, the remaining amount available under the ATM Offering for future sales of Common Stock was $ 332,114,000 .

ATM Direct Share Issuances

On November 18, 2024, we entered into a sales agreement and established an at-the-market equity offering program, or ATM Offering, pursuant to which we offered to sell shares of Common Stock, having an aggregate gross sales price of up to $ 500,000,000 .

Shares sold through the ATM Offering were offered and sold in amounts 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 three and six months ended June 30, 2025, we issued an aggregate of 5,451,577 shares and 7,028,690 shares, respectively, of Common Stock under the ATM Offering for gross proceeds of $ 188,634,000 and $ 236,300,000 , respectively, at an average gross price of $ 34.60 per share and $ 33.62 per share, respectively.

As of June 30, 2025, the remaining amount available under the ATM Offering for future sales of Common Stock was $ 15,671,000 , which excludes unsettled shares pursuant to our forward sales agreement discussed below.

In July 2025, we completed all remaining sales pursuant to the ATM Offering and issued an aggregate of 432,367 shares of Common Stock for gross proceeds of $ 15,671,000 , at an average gross price of $ 36.25 per share, excluding shares issued pursuant to our forward sales agreement discussed below.

Therefore, no shares of our Common Stock remain available for future sales under our ATM Offering.

ATM Forward Sales Agreements

The ATM Offering allowed us to enter into forward sales agreements, which gave us the ability to lock in a share price on the sale of Common Stock at or shortly after the time the forward sales agreement became effective, while postponing the receipt of proceeds from the sale of shares until a future date.

Forward sales agreements generally have a maturity of one to two years.

At any time during the term of a forward sales agreement, we were able to settle a forward sales agreement by delivery of physical shares of Common Stock to the forward purchaser or, at our election, subject to certain exceptions, we were able to settle in cash or by net share settlement.

The forward sales price we expected to receive upon settlement of outstanding forward sales agreements was the initial forward price, net of commissions, established on or shortly after the effective date of the relevant forward sales agreement, subject to adjustments for accrued interest, the forward purchasers’ stock borrowing costs, and certain fixed price reductions for expected dividends on our Common Stock during the term of the forward sales agreement.

On June 11, 2025, we entered into a forward sales agreement pursuant to the ATM Offering and began selling shares of our Common Stock having an aggregate gross sales price of up to $ 166,000,000 , which agreement would have matured on June 11, 2026.

As of June 30, 2025, 3,554,525 shares of Common Stock, or approximately $ 127,809,000 in gross proceeds, related to the agreement were unsettled.

On July 1, 2025, we settled the entire amount of shares outstanding under our forward sales agreement and issued 3,554,525 shares of Common Stock for net proceeds of $ 126,002,000 , after commissions and fees.

Noncontrolling Interests in Total Equity

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Prior to September 20, 2024, we were 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.

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

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

In connection with such purchase and as of September 20, 2024, we own 100 % of Trilogy REIT Holdings and indirectly own 100 % of Trilogy Investors, LLC.

NHI indirectly owned a 24.0 % membership interest in Trilogy REIT Holdings, and as such, for the three and six months ended June 30, 2024, 24.0 % of the net earnings of Trilogy REIT Holdings were allocated to noncontrolling interests.

AMERICAN HEALTHCARE REIT, INC.

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

In connection with such purchase and as of September 20, 2024, we own 100 % of Trilogy REIT Holdings and indirectly own 100 % of Trilogy Investors, LLC.

Other Noncontrolling Interests

As of March 31, 2025, we own a 100 % interest in a consolidated limited liability company that owned Lakeview IN Medical Plaza.

As of June 30, 2025, we own a 100 % interest in a consolidated limited liability company that owned Lakeview IN Medical Plaza.

We previously owned an 86.0 % interest in such company until February 6, 2024, when we purchased the remaining 14.0 % membership interest in such company from an unaffiliated third party for a contract purchase price of $ 441,000 .

As such, from January 1, 2024 through February 5, 2024, 14.0 % of the net earnings of Lakeview IN Medical Plaza were allocated to noncontrolling interests.

As discussed in Note 1, Organization and Description of Business, as of March 31, 2025 and December 31, 2024, we, through our direct and indirect subsidiaries, owned a 98.8 % and 98.7 %, respectively, general partnership interest in our operating partnership and the remaining 1.2 % and 1.3 %, respectively, of the OP units in our operating partnership were owned by limited partners.

As discussed in Note 1, Organization and Description of Business, as of June 30, 2025 and December 31, 2024, we, through our direct and indirect subsidiaries, owned a 98.8 % and 98.7 %, respectively, general partnership interest in our operating partnership and the remaining 1.2 % and 1.3 %, respectively, of the OP units in our operating partnership were owned by limited partners.

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Restricted common stock

Pursuant to the AHR Incentive Plan, through March 31, 2025, we granted an aggregate of 1,316,561 shares of our restricted common stock, or RSAs, as defined in the AHR Incentive Plan.

Pursuant to the AHR Incentive Plan, through June 30, 2025, we granted an aggregate of 1,340,897 shares of our restricted common stock, or RSAs, 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, as well as to certain executive officers and key employees.

1 unchanged sentence

Restricted stock units

Pursuant to the AHR Incentive Plan, through March 31, 2025, we granted to our executive officers an aggregate 465,665 of performance-based restricted stock units, or PBUs, representing the right to receive shares of our common stock upon vesting.

Pursuant to the AHR Incentive Plan, through June 30, 2025, we granted to our executive officers an aggregate 465,665 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 590,268 time-based restricted stock units, or TBUs, representing the right to receive shares of our common stock upon vesting.

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

A summary of the status of our nonvested RSAs and RSUs as of March 31, 2025 and December 31, 2024, and the changes for the three months ended March 31, 2025 is presented below:

A summary of the status of our nonvested RSAs and RSUs as of June 30, 2025 and December 31, 2024, and the changes for the six months ended June 30, 2025 is presented below:

RSAs Number of

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Forfeited/cancelled — $ — ( 3,983 ) $ 37.16

Balance — March 31, 2025

Balance — June 30, 2025

782,402 $ 14.32 814,600 $ 26.39

(1) Amount includes 63,671 shares of common stock that were withheld to satisfy employee tax minimum withholding requirements associated with the vesting of RSAs and RSUs during the three months ended March 31, 2025.

For the three months ended March 31, 2025 and 2024, we recognized stock compensation expense related to awards granted pursuant to the AHR Incentive Plan of $ 2,529,000 and $ 1,914,000 , 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 February 2024 Offering, and the closing market price of our listed Common Stock commencing with awards granted effective as of the February 2024 Offering date.

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

(1) Amount includes 80,379 shares of Common Stock that were withheld to satisfy employee tax minimum withholding requirements associated with the vesting of RSAs and RSUs during the six months ended June 30, 2025.

Stock compensation expense related to awards granted pursuant to the AHR Incentive Plan for the three months ended June 30, 2025 and 2024 was $ 3,170,000 and $ 2,765,000 , respectively, and for the six months ended June 30, 2025 and 2024 was $ 5,699,000 and $ 4,679,000 , 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.

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

Employee Stock Purchase Plan

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The maximum number of shares of our Common Stock that may be issued pursuant to the ESPP is 1,000,000 shares.

As of March 31, 2025 and December 31, 2024, no shares were purchased or issued under the ESPP.

As of both June 30, 2025 and December 31, 2024, no shares were purchased or issued under the ESPP.

Manager Equity Plan

In June 2025, we adopted the 2025 Manager Equity Plan, or the Manager Plan, to align the incentives of our external third-party RIDEA managers with the overall success of our business by issuing equity-based incentives to such RIDEA managers.

Pursuant to the Manager Plan, we may issue shares of our Common Stock to the RIDEA managers, which they may in turn issue to their directors, officers, employees, advisors or consultants.

The maximum number of shares of our Common Stock that may be issued pursuant to the Manager Plan is 1,000,000 shares.

The Manager Plan allows for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units and other equity-based awards.

As of June 30, 2025, no shares have been issued under the Manager Plan.

AMERICAN HEALTHCARE REIT, INC.

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

Fair Value Measurements

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 March 31, 2025, 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 June 30, 2025, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):

Quoted Prices in

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Total liabilities at fair value $ — $ ( 1,799 ) $ — $ ( 1,799 )

AMERICAN HEALTHCARE REIT, INC.

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

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

10 unchanged sentences

Total assets at fair value $ — $ 1,013 $ — $ 1,013

Derivative financial instruments $ — $ ( 909 ) $ — $ ( 909 )

Derivative financial instrument $ — $ ( 909 ) $ — $ ( 909 )

Total liabilities at fair value $ — $ ( 909 ) $ — $ ( 909 )

There were no transfers into and out of fair value measurement levels during the three months ended March 31, 2025 and 2024.

There were no transfers into and out of fair value measurement levels during the six months ended June 30, 2025 and 2024.

Derivative Financial Instruments

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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 March 31, 2025, 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 June 30, 2025, 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.

AMERICAN HEALTHCARE REIT, INC.

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

Financial Instruments Disclosed at Fair Value

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

AMERICAN HEALTHCARE REIT, INC.

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

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 March 31, 2025 and December 31, 2024 were as follows (in thousands):

The carrying amounts and estimated fair values of such financial instruments as of June 30, 2025 and December 31, 2024 were as follows (in thousands):

Amount(1) Fair

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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 March 31, 2025 and December 31, 2024, 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 June 30, 2025 and December 31, 2024, 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 March 31, 2025 and December 31, 2024, our valuation allowance fully reserves the net deferred tax assets due to historical losses and inherent uncertainty of future income.

As of both June 30, 2025 and December 31, 2024, 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 March 31, 2025 and 2024, we recognized $ 42,508,000 and $ 46,008,000 , respectively, of revenues related to operating lease payments, of which $ 9,741,000 and $ 9,659,000 , respectively, was for variable lease payments.

As of March 31, 2025, 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, 2025 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 June 30, 2025 and 2024, we recognized $ 40,546,000 and $ 45,207,000 , respectively, of revenues related to operating lease payments, of which $ 9,085,000 and $ 9,143,000 , respectively, was for variable lease payments.

For the six months ended June 30, 2025 and 2024, we recognized $ 83,053,000 and $ 91,213,000 , respectively, of revenues related to operating lease payments, of which $ 18,825,000 and $ 18,800,000 , respectively, was for variable lease payments.

As of June 30, 2025, the following table sets forth the undiscounted cash flows for future minimum base rents due under operating leases for the remaining six months ending December 31, 2025 and for each of the next four years ending December 31 and thereafter for properties that we wholly own (in thousands):

2025 $ 58,458

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Certain leases also include options to purchase the leased property.

As of March 31, 2025, we had future lease payments of $ 1,566,000 for an operating lease that had not yet commenced.

Such operating lease will commence in fiscal year 2025 with a lease term of five years .

As of June 30, 2025, we had future lease payments of $ 4,467,000 for an operating lease that had not yet commenced.

Such operating lease will commence in fiscal year 2025 with a lease term up to 11 years.

The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

1 unchanged sentence

Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

AMERICAN HEALTHCARE REIT, INC.

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

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

Three Months Ended March 31,

Three Months Ended June 30,

Lease Cost Classification 2025

6 unchanged sentences

Total lease cost $ 8,632 $ 9,934

Six Months Ended June 30,

Lease Cost Classification 2025

Operating lease cost(1) Property operating expenses, rental expenses or general and administrative expenses $ 17,649 $ 20,152

Finance lease cost:

Amortization of leased assets

Depreciation and amortization 32 1,116

Interest on lease liabilities Interest expense 7 308

Sublease income Resident fees and services revenue or other income ( 236 ) ( 293 )

Total lease cost $ 17,452 $ 21,283

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

AMERICAN HEALTHCARE REIT, INC.

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

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

Lease Term and Discount Rate March 31,

Lease Term and Discount Rate June 30,

Weighted average remaining lease term (in years):

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10.87 % 10.60 %

Three Months Ended March 31,

Six Months Ended June 30,

Supplemental Disclosure of Cash Flows Information 2025 2024

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Right-of-use assets obtained in exchange for operating lease liabilities $ 1,281 $ 3,400

AMERICAN HEALTHCARE REIT, INC.

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

Operating Leases

As of March 31, 2025, 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, 2025 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 June 30, 2025, the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the remaining six months ending December 31, 2025 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):

2025 $ 14,673

3 unchanged sentences

Present value of operating lease liabilities $ 148,215

AMERICAN HEALTHCARE REIT, INC.

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

Finance Leases and Financing Obligations

As of March 31, 2025, 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, 2025 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 and financing obligations (in thousands):

As of June 30, 2025, the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the remaining six months ending December 31, 2025 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 and financing obligations (in thousands):

Thereafter 91

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Our chief operating decision maker, or CODM, who is our Chief Executive Officer and President, evaluates our business and makes resource allocations based on four operating segments:

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

ISHC, OM, SHOP and triple-net leased properties.

These operating segments are also our reportable segments.

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 ISHC 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 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).

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

AMERICAN HEALTHCARE REIT, INC.

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

Our CODM evaluates the performance of our combined properties in each reportable segment and determines how to allocate resources to those segments, primarily based on net operating income, or NOI, for each segment.

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Further, our CODM considers budget-to-actual variances in NOI on a quarterly basis when making decisions about the allocation of operating and capital resources to each segment.

We define segment NOI as total revenues, less property operating expenses and rental expenses, which excludes depreciation and amortization, general and administrative expenses, business acquisition expenses, interest expense, gain or loss in fair value of derivative financial instruments, 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 interests, foreign currency gain or loss, other income or expense and income tax benefit or expense for each segment.

We define segment NOI as total revenues, less property operating expenses and rental expenses, which excludes depreciation and amortization, general and administrative expenses, business acquisition expenses, net interest expense, gain or loss in fair value of derivative financial instruments, 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 interests, foreign currency gain or loss, other income or expense 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 our reportable segments, including a summary of segment operating expenses, during the three months ended March 31, 2025 and 2024 was as follows (in thousands):

Senior Health

Campuses SHOP OM Triple-Net

Summary information for our reportable segments, including a summary of segment operating expenses, during the three and six months ended June 30, 2025 and 2024 was as follows (in thousands):

ISHC SHOP OM Triple-Net

Properties Three Months Ended

March 31, 2025

June 30, 2025

Resident fees and services $ 423,825 $ 77,460 $ — $ — $ 501,285

11 unchanged sentences

Interest expense:

Interest expense ( 22,945 )

Interest expense, net ( 22,632 )

Loss in fair value of derivative financial instruments ( 629 )

Loss on dispositions of real estate investments ( 2,676 )

Impairment of real estate investment ( 21,706 )

Impairment of real estate investments ( 12,659 )

Loss from unconsolidated entities ( 1,238 )

1 unchanged sentence

Other income, net 1,480

Loss before income taxes ( 6,236 )

Income before income taxes 10,811

Income tax expense ( 732 )

Net loss $ ( 6,840 )

Net income $ 10,079

AMERICAN HEALTHCARE REIT, INC.

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

Senior Health

Campuses SHOP OM Triple-Net

ISHC SHOP OM Triple-Net

Properties Three Months Ended

March 31, 2024

June 30, 2024

Resident fees and services $ 393,774 $ 64,239 $ — $ — $ 458,013

11 unchanged sentences

Interest expense:

Interest expense, net ( 30,596 )

Gain in fair value of derivative financial instruments 388

Loss on dispositions of real estate investments, net ( 2 )

Loss from unconsolidated entities ( 1,035 )

Foreign currency gain 82

Other income, net 3,106

Income before income taxes 3,612

Income tax expense ( 686 )

Net income $ 2,926

AMERICAN HEALTHCARE REIT, INC.

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

ISHC SHOP OM Triple-Net

Properties Six Months Ended

June 30, 2025

Resident fees and services $ 847,189 $ 151,272 $ — $ — $ 998,461

Real estate revenue — — 64,448 20,197 84,645

Total revenues 847,189 151,272 64,448 20,197 1,083,106

Compensation expense 430,512 74,843 — —

Controllable expenses(2) 266,710 42,256 — —

Non-controllable expenses(3) 22,405 7,205 — —

Facility rental expense(4) 14,777 — — —

Other segment items(5) — — 24,877 1,756

Segment net operating income $ 112,785 $ 26,968 $ 39,571 $ 18,441 $ 197,765

General and administrative $ 28,098

Business acquisition expenses 1,758

Depreciation and amortization 83,055

Interest expense:

Interest expense, net ( 45,577 )

Loss in fair value of derivative financial instruments ( 1,379 )

Loss on dispositions of real estate investments ( 3,035 )

Impairment of real estate investments ( 34,365 )

Loss from unconsolidated entities ( 3,086 )

Foreign currency gain 4,158

Other income, net 3,005

Income before income taxes 4,575

Income tax expense ( 1,336 )

Net income $ 3,239

AMERICAN HEALTHCARE REIT, INC.

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

ISHC SHOP OM Triple-Net

Properties Six Months Ended

June 30, 2024

Resident fees and services $ 786,896 $ 123,235 $ — $ — $ 910,131

Real estate revenue — — 67,749 26,234 93,983

Total revenues 786,896 123,235 67,749 26,234 1,004,114

Compensation expense 412,918 63,930 — —

Controllable expenses(2) 251,550 34,630 — —

Non-controllable expenses(3) 18,411 8,025 — —

Facility rental expense(4) 16,729 — — —

Other segment items(5) — — 25,760 1,290

Segment net operating income $ 87,288 $ 16,650 $ 41,989 $ 24,944 $ 170,871

General and administrative $ 23,574

Business acquisition expenses 2,797

Depreciation and amortization 88,031

Interest expense:

Interest expense, net ( 67,034 )

Gain in fair value of derivative financial instruments 6,805

3 unchanged sentences

Other income, net 4,969

Loss before income taxes ( 2,726 )

Income before income taxes 886

Income tax expense ( 964 )

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

Total assets by reportable segment as of March 31, 2025 and December 31, 2024 were as follows (in thousands):

Integrated senior health campuses $ 2,214,378 $ 2,202,582

Total assets by reportable segment as of June 30, 2025 and December 31, 2024 were as follows (in thousands):

ISHC $ 2,217,073 $ 2,202,582

OM 1,066,612 1,140,785

3 unchanged sentences

Total assets $ 4,506,650 $ 4,488,057

As of both March 31, 2025 and December 31, 2024, 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.

As of both June 30, 2025 and December 31, 2024, goodwill of $ 168,177,000 , $ 47,812,000 and $ 18,953,000 was allocated to our ISHC, OM and triple-net leased properties segments, respectively.

Our portfolio of properties and other investments are located in the United States, the UK and Isle of Man.

1 unchanged sentence

The following is a summary of geographic information for our operations for the periods presented below (in thousands):

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

2025 2024 2025 2024

United States $ 540,854 $ 503,038 $ 1,079,903 $ 1,000,684

1 unchanged sentence

Total $ 542,503 $ 504,581 $ 1,083,106 $ 1,004,114

The following is a summary of real estate investments, net by geographic regions as of March 31, 2025 and December 31, 2024 (in thousands):

The following is a summary of real estate investments, net by geographic regions as of June 30, 2025 and December 31, 2024 (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 March 31, 2025 and December 31, 2024, we had cash and cash equivalents in excess of FDIC insured limits.

As of June 30, 2025 and December 31, 2024, 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.

Based on leases as of June 30, 2025, 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 ISHC and SHOP as of June 30, 2025.

Properties located in Indiana and Ohio accounted for 40.9 % and 15.3 %, 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 June 30, 2025, our ISHC, OM, SHOP and triple-net leased properties accounted for 58.0 %, 21.0 %, 13.6 % and 7.4 %, respectively, of our total consolidated property portfolio’s annualized base rent or annualized

AMERICAN HEALTHCARE REIT, INC.

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

Based on leases as of March 31, 2025, properties in three 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, 2025.

Properties located in Indiana, Ohio and Michigan accounted for 46.8 %, 13.1 % and 11.5 %, 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 March 31, 2025, our integrated senior health campuses, OM, SHOP and triple-net leased properties accounted for 54.9 %, 24.3 %, 13.1 % and 7.7 %, respectively, of our total consolidated property portfolio’s annualized base rent or annualized NOI.

As of March 31, 2025, 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.

As of June 30, 2025, 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.

Earnings Per Share

The following table presents the amounts used in computing our basic and diluted earnings per share (in thousands, except share and per share amounts):

Three Months Ended June 30,

Six Months Ended June 30,

Net income (loss) attributable to controlling interest — basic

$ 9,908 $ 1,979 $ 3,104 $ ( 1,913 )

Adjustment for net loss attributable to nonvested restricted stock awards ( 2 ) ( 1 ) ( 4 ) —

Net income (loss) attributable to controlling interest — diluted

$ 9,906 $ 1,978 $ 3,100 $ ( 1,913 )

Denominator for basic earnings per share — weighted average shares

160,499,581 130,532,144 158,721,080 117,413,643

Effect of dilutive securities:

nonvested restricted stock awards 643,975 157,745 597,423 —

Denominator for diluted earnings per share — adjusted weighted average shares

161,143,556 130,689,889 159,318,503 117,413,643

Basic earnings per share:

Net income (loss) attributable to controlling interest $ 0.06 $ 0.01 $ 0.02 $ ( 0.02 )

Diluted earnings per share:

Net income (loss) attributable to controlling interest $ 0.06 $ 0.01 $ 0.02 $ ( 0.02 )

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.

Diluted earnings (loss) per share are computed based on the weighted average number of shares of our common stock and all dilutive securities, if any.

TBUs, RSAs, common stock issued pursuant to the ESPP and limited OP units are participating securities and give rise to potentially dilutive shares of our common stock.

The following participating securities were excluded from the computation of diluted earnings (loss) per share because such securities were anti-dilutive during the periods presented below:

Three Months Ended March 31,

TBUs, RSAs, limited OP units, as well as common stock issued pursuant to the ESPP, the Manager Plan and forward sales agreements, give rise to potentially dilutive shares of our common stock.

The following securities were excluded from the computation of diluted earnings (loss) per share because such securities were anti-dilutive during the periods presented below:

Three Months Ended June 30,

Six Months Ended June 30,

2025 2024 2025 2024

Nonvested TBUs — 341,098 48,571 341,098

1 unchanged sentence

OP units 2,004,216 3,501,976 2,004,216 3,501,976

For the three months ended March 31, 2025 and 2024, 424,788 and 309,256 nonvested PBUs, respectively, were treated as contingently issuable shares pursuant to Accounting Standards Codification Topic 718, Compensation — Stock Compensation.

Forward sales agreements 3,554,525 — 3,554,525 —

For both the three and six months ended June 30, 2025 and 2024, 424,788 and 309,256 nonvested PBUs, respectively, were treated as contingently issuable shares pursuant to Accounting Standards Codification 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