AHR 10-K & 10-Q changes, risk factors and insider trading

•The financial deterioration, insolvency or bankruptcy of one or more of our major tenants, operators, borrowers or other obligors could have a material adverse effect on us.

•We are dependent on tenants for our revenue, and lease defaults or terminations could reduce our ability to make distributions to our stockholders.

•We have experienced net losses in the past and we may experience additional losses in the future.

•Our success isdepends, dependentin part, on the performance and continued contributions of certain of our key personnel, and,executives; in the event theythat area key executive is no longer employed by us,us or otherwise becomes unavailable to us for an extended period of time we could be materially and adversely affected.

•All of our integrated senior health campusesISHC are managed by Trilogy Management Services, LLC, or the Trilogy Manager, and account for a significant portion of our revenues and operating income. Adverse developments in the Trilogy Manager’s business or financial strength could have a material adverse effect on us.

•Changing market conditions could lead our real estate investments to decrease in value or may cause us to sell our properties at a loss in the future.

•Most of our costs, such as operating and general and administrative expenses, interest expense and real estate acquisition and construction costs, are subject to inflation and may not be recoverable.

•Our high concentrations of properties in particular geographic areas magnify the effects of negative conditions affecting those geographic areas.

•Our real estate investments may be concentrated in senior housing, SNFs, OM buildings or other healthcare-related facilities, making us more vulnerable to negative factors affecting these classes than if our investments were diversified beyond the healthcare industry.

•Our business, tenants, residents and operators may face litigation and experience rising liability and insurance costs, which may materially and adversely affect us.

•The healthcare industry is heavily regulated, and new laws or regulations, changes to existing laws or regulations, loss of licensure or failure to obtain licensure could result in the inability of our tenants to make rent payments to us or adversely affect our operators’ ability to operate facilities held in RIDEA structures.

•Reimbursement rates from third-party payors, including Medicare and Medicaid, that do not rise as quickly, or at all, compared to the rate of inflation,inflation and the cost of providing items and services, could adversely affect our tenants’ operations and ability to make rental payments to us or our profitability from operating facilities held in RIDEA structures.

•We, our tenants and our operators for our senior housing facilities and SNFs may be subject to various government reviews, audits and investigations that could materially and adversely affect us, including an obligation to refund amounts previously paid to us, potential criminal charges, the imposition of fines and/or the loss of the right to participate in Medicare and Medicaid programs.

•When we serve as a managing member, general partner or controlling party with respect to investments or joint ventures, we may be subject to risks and liabilities that we would not otherwise face.

•We may incur additional indebtedness in the future, which could materially and adversely affect us.

•Lenders may require us to enter into restrictive covenants that could adversely affect our business.

•Our charter imposes a limit on the percentage of shares of our common stock or capital stock that any person may own, and such limit may discourage a takeover or business combination that may have benefited our stockholders.

•Failure to maintain our qualification as a REIT for U.S. federal income tax purposes would subject us to U.S. federal income tax on our REIT taxable income at the regular corporate rate, which would substantially increase our income tax expenses and reduce our distributions to our stockholders.

•We may be subject to adverse legislative or regulatory tax changes that could increase our tax liability or reduce our operating flexibility.

•The market price and trading volume of shares of our commonCommon stockStock may be volatile.

•Our ability to pay dividendsdistributions in the future may be limited by agreements relating to our indebtedness and other factors.

•Future offerings of debt securities, which would be senior to our commonCommon stock,Stock, or equity securities, which would dilute our existing stockholders and may be senior to our commonCommon stock,Stock, may adversely affect our stockholders.

Historically, we have experienced net losses (calculated in accordance with GAAP), and we may not bebecome or remain profitable or realize growth in the value of our investments. Many of our losses can be attributed to depreciation and amortization, interest expense, general and administrative expenses, as well as acquisition expenses incurred in connection with purchasing properties or making other investments. For a further discussion of our operational history and the factors affecting our net losses, see Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and our Consolidated Financial Statements and the notes thereto that are a part of this Annual Report on Form 10-K.

Our success isdepends, dependentin part, on the performance and continued contributions of certain of our key personnel, and,executives; in the event theythat area key executive is no longer employed by us,us or otherwise becomes unavailable to us for an extended period of time we could be materially and adversely affected.

Our success depends, to a significant degree, upon the continued contributions of our executives and key officers.executives. In particular, Danny ProskyProsky, our Chief Executive Officer, President and a member of our Board of Directors, has made significant contributions to our company, and it would be difficult to replace.replace his experience with our business and his expertise. Mr. Prosky currentlyis servestaking a leave of absence from his executive role due to a recent medical event, and Jeffrey T. Hanson, our Chairman of the Board of Directors and our former Chief Executive Officer from 2015 to 2021, has been appointed to serve as our Interim Chief Executive Officer and President during Mr. Prosky’s leave. At this time, we are unable to predict when Mr. Prosky may be able to resume his duties as our Chief Executive Officer and one of our directors.President. In the event that Mr. Prosky is unable to resume his duties or if Mr. Prosky or one of our other key executives or key executive officers areis no longer employed by us, for any reason, it could have a material adverse effect on us, and we may not be able to attract and hire equally capable individuals to replace them. If we were to lose the benefit of the experience, efforts and abilities of one or more of our executives or other key officers, we could be materially and adversely affected.

•poor economic times may result in defaults by tenants of our properties due to bankruptcy, lack of liquidity or operational failures. We may provide rent concessions, tenant improvement expenditures or reduced rental rates to maintain or increase occupancy levels;

•fluctuations as a result of supply and demand imbalances and reduced occupancies and rental rates may cause the properties that we own to decrease in value. Consequently, we may not be able to recover the carrying amount of our properties, which may require us to recognize an impairment charge or record a loss on sale in our financial results;

•reduced values of our properties may limit our ability to obtain or maintain debt financing secured by our properties and may reduce the availability of unsecured loans;

•constricted access to credit may result in tenant defaults or non-renewals under leases;

•layoffs may lead to a lower demand for medical services and cause vacancies to increase and a lack of future population and job growth may make it difficult to maintain or increase occupancy levels;

•disruptions in the financial markets, deterioration in economic conditions or a public health crisis, such as the COVID-19 pandemic, have resulted in the past, and may result in the future, in lower occupancy in our facilities, increased vacancy rates for commercial real estate due to generally lower demand for rentable space, as well as an oversupply of rentable space;

•governmental actions and initiatives,initiatives and private sector or consumer reactions to such events, including risks associated with the impact of a prolonged government shutdown or budgetary reductions or impasses;

•regulatory and legal uncertainty arising from governmental actions and associated legal challenges, laws that may differ or conflict with those in other jurisdictions, and lack of clarity or shifting governmental priorities regarding the enforcement of rules and regulations; and increased insurance premiums, deductibles and other fees, real estate taxes or utilities or other expenses, such as inflation of costs or supplies, will decrease our financial results and may reduce funds available for distribution to our stockholders or, to the extent such increases are passed through to tenants, may lead to tenant defaults. Also, any such increased expenses may not coincide with our ability to increase rents to tenants on turnover, which would adversely impact our financial results.

If we cannot obtain debt or equity funding on favorable terms, our ability to acquire, and make necessary capital improvements to,acquire properties may be impaired or delayed, which could have a material adverse effect on us.

Our identified sources of debt or equity funding may not be available to us on favorable terms or at all. If we do not have access to sufficient funding on favorable terms in the future, we may not be able to acquire new properties, make necessary capital improvements to our existing properties, pay other expenses or expand our business when desired, or at all, which would have a material adverse effect on us.

All of our integrated senior health campusesISHC are managed by the Trilogy Manager and account for a significant portion of our revenues and operating income. Adverse developments in the Trilogy Manager’s business or financial strength could have a material adverse effect on us.

The Trilogy Manager manages all of the day-to-day operations for all of our integrated senior health campusesISHC pursuant to a long-term management agreement. These integrated senior health campusesISHC accounted for approximately 44.6%45.3% of our portfolio (based on aggregate contract purchase price) as of December 31, 20242025 and contributed approximately 54.1%55.5% of our annualized base rent/annualized net operating income, or NOI, as of such date. We rely on the Trilogy Manager’s personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage our integrated senior health campusesISHC operations efficiently and effectively, and to identify and manage development opportunities for new integrated senior health campuses.ISHC. We also rely on the Trilogy Manager to provide accurate campus-level financial results for our integrated senior health campusesISHC in a timely manner and to otherwise operate our integrated senior health campusesISHC in compliance with the terms of our management agreement and all applicable laws and regulations. We depend on the Trilogy Manager’s ability to attract and retain skilled personnel to provide these services. A shortage of nurses or other trained personnel or general inflationary pressures may force the Trilogy Manager to enhance its pay and benefits package to compete effectively for such personnel, the cost of which we would bear, but it may not be able to offset these added costs by increasing the rates charged to residents. As such, any adverse developments in the Trilogy Manager’s business or financial strength, including its ability to retain key personnel, could impair its ability to manage our integrated senior health campusesISHC efficiently and effectively and could have a material adverse effect on us. In addition, if the Trilogy Manager experiences any significant financial, legal, accounting or regulatory difficulties due to a weak economy, industry downturn or otherwise, such difficulties could result in, among other adverse events, acceleration of its indebtedness, impairment of its continued access to capital, the enforcement of default remedies by its counterparties or the commencement of insolvency proceedings by or against it under the U.S. Bankruptcy Code. Any one or a combination of these risks could have a material adverse effect on us.

In the event that our management agreement with the Trilogy Manager is terminated or not renewed, we may be unable to replace the Trilogy Manager with another suitable operator, or, if we were successful in locating such an operator, we cannot guarantee that it would manage the integrated senior health campusesISHC efficiently and effectively or that any such transition would be completed timely, which may have a material adverse effect on us.

In the event we were to contemplate pursuing any existing or future contractual rights or remedies under our management agreement with the Trilogy Manager, including termination rights, we would consider numerous factors, including legal, contractual, regulatory, business and other relevant considerations. In the event that we exercise our rights to terminate the management agreement with the Trilogy Manager for any reason or such agreements are not renewed upon expiration of their terms, we would attempt to reposition the affected integrated senior health campusesISHC with another operator. Although we believe that other qualified national and regional operators would be interested in managing our integrated senior health campuses,ISHC, we cannot provide any assurance that we would be able to locate another suitable operator or, if we were successful in locating such an operator, that it would manage the integrated senior health campusesISHC efficiently and effectively or that any such transition would be completed timely or would not require substantial capital expenditures. Any such transition would likely result in disruption of the operation of such facilities, including matters relating to staffing and reporting. Moreover, the transition to a replacement operator may require approval by the applicable regulatory authorities and, in most cases, one or more of our lenders, including the mortgage lenders for certain of the integrated senior health campuses,ISHC, and we cannot provide any assurance that such approvals would be granted on a timely basis, if at all. Any inability to replace or delay in replacing the Trilogy Manager as the operator of our integrated senior health campusesISHC with a highly qualified successor on favorable terms could have a material adverse effect on us.

We and our tenants and operators rely on information technology systems, including the internet and networks and systems maintained and controlled by third-party vendors and other third parties, to process, transmit and store information and to manage or support our business processes. Third-party vendors collect and hold personally identifiable information and other confidential information of our tenants, operators, patients, stockholders and employees. We also maintain confidential financial and business information regarding us and persons and entities with which we do business on our information technology systems. While we have enhanced our information technology systems in response to the general cybersecurity threat environment in recent years, we are not aware of any specific cybersecurity threat, including as a result of any previous cybersecurity or information security incident or breach, that has had a material effect on us, including our business strategy, results of operations or financial condition. However, there can be no assurancesassurance that a cybersecurity threat or incident that could have a material impact on us has not occurred or will not occur in the future.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to promote understanding of our results of operations and financial condition. Such discussion is provided as a supplement to, and should be read in conjunction with our accompanying consolidated financial statements and notes thereto appearing elsewhere in this Annual Report on Form 10-K. Such consolidated financial statements and information have been prepared to reflect our financial position as of December 31, 20242025 and 2023,2024, together with our results of operations and cash flows for the years ended December 31, 2024,2025, 20232024 and 2022.2023. This section discusses the results of operations and cash flows for fiscal year 20242025 compared to fiscal year 2023.2024. We have omitted the discussion related to the results of operations and changes in financial condition for fiscal year 20232024 compared to fiscal year 20222023 from this Annual Report on Form 10-K, but such discussion may be found in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, in our fiscal year 20232024 Annual Report Form 10-K, which was filed with the U.S. Securities and Exchange Commission, or the SEC, on MarchFebruary 22,28, 2024.2025. Our results of operations and financial condition, as reflected in the accompanying consolidated financial statements and related notes, are subject to management’s evaluation and interpretation of business conditions, changing capital market conditions, and other factors that could affect the ongoing operations and occupancy of our tenants and residents.

Certain statements contained in this report, other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the Private Securities Litigation Reform Act of 1995 (collectively with the “Securities Act and Exchange Act, or the Acts”). We intend for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in the Acts. Such forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “can,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” “possible,” “initiatives,” “focus,” “seek,” “objective,” “goal,” “strategy,” “plan,” “potential,” “potentially,” “preparing,” “projected,” “future,” “long-term,” “once,” “should,” “could,” “would,” “might,” “uncertainty,” or other similar words. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this report is filed with the United States Securities and Exchange Commission, or SEC.

Any such forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which we operate, and beliefs of, and assumptions made by, our management and involve uncertainties that could significantly affect our financial results. Such statements include, but are not limited to: (i) statements about our plans, strategies, initiatives and prospects, including any future capital-raising initiatives and planned or future acquisitions or dispositions of properties and other assets; and (ii) statements about our future results of operations, capital expenditures and liquidity. Such statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those projected or anticipated, including, without limitation: changes in economic conditions generally and the real estate market specifically; legislative and regulatory changes, including changes to laws governing the taxation of real estate investment trusts, or REITs, and regulations or proposed regulations governing the operations and sales of health care properties; the availability of capital; our ability to pay down, refinance, restructure or extend our indebtedness as it becomes due; our ability to maintain our qualification as a REIT for U.S. federal income tax purposes; changes in interest rates and foreign currency risk; competition in the real estate industry; changes in accounting principles generally accepted in the United States of America, or GAAP, policies and guidelines applicable to REITs; the success of our investment strategy; cybersecurity incidents and information technology failures, including unauthorized access to our computer systems and/or our vendors’ computer systems and our third-party management companies’ computer systems and/or their vendors’ computer systems; our ability to retain our executive officers and key employees; unexpected labor costs and inflationary pressures; changing macroeconomic, domestic legal and fiscal policies and geopolitical conditions; and those risks identified in Item 1A, Risk Factors in this Annual Report on Form 10-K. These risks and uncertainties should be considered in evaluating forward-looking statements, and undue reliance should not be placed on such statements. Forward-looking statements in this Annual Report on Form 10-K speak only as of the date on which such statements are made, and undue reliance should not be placed on such statements. We undertake no obligation to update any such statements that may become untrue because of subsequent events. Additional information concerning us and our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

American Healthcare REIT, Inc., a Maryland corporation, is a self-managed REIT that acquires, owns and operates a diversified portfolio of clinical healthcare real estate properties, focusing primarily on outpatient medical, or OM, buildings, senior housing, skilled nursing facilities, or SNFs, outpatient medical, or OM, buildings, and other healthcare-related facilities. We have built a fully-integrated management platform, with approximately 114121 employees,employees as of December 31, 2025, 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 campusescampuses, or ISHC, and senior housingsenior-housing operating properties, or SHOP, utilizing the structure permitted by the REIT Investment Diversification and Empowerment Act of 2007, which is commonly referred to as a “RIDEA” structure. We have also originated and acquired secured loans and may acquire other real estate-related investments in the future on an infrequent and opportunistic basis. We generally seek investments that produce current income; however, we have selectively developed, and may continue to selectively develop, healthcare real estate properties. We have elected to be taxed as a REIT for U.S. federal income tax purposes. We believe that we have been organized and operated, and we intend to continue to operate, in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code of 1986, or the Code.

We conduct substantially all of our operations through American Healthcare REIT Holdings, LP, or our operating partnership, and we are the sole general partner of our operating partnership. As of December 31, 2023,2025 and 2024, we owned 95.0%99.0% and 98.7%, respectively, of the operating partnership units, or OP units, in our operating partnership, and the remaining 5.0%1.0% and 1.3% of the OP unitsunits, respectively, were owned by the following limited partners: (i) AHI Group Holdings, LLC, which is owned and controlled by Jeffrey T. Hanson, the non-executiveour Chairman of ourthe boardBoard of directors,Directors orand ourInterim board,Chief Executive Officer and President, Danny Prosky, our Chief Executive Officer, President and director, who, as previously disclosed, is currently taking a leave of absence from his executive role for medical reasons, and Mathieu B. Streiff, one of our non-executive directors; and (ii) Platform Healthcare Investor T-II, LLC; (iii) Flaherty Trust; and (iv) a wholly ownedwholly-owned subsidiary of Griffin Capital Company, LLC,LLC or Griffin Capital. On August 19, 2024 and October 18, 2024, Platform Healthcare Investor T-II, LLC and Flaherty Trust, respectively, redeemed all of their OP units in exchange for 1,216,571 shares and 211,306 shares, respectively, of our Common Stock on a one-for-one basis and, as a result, are no longer limited partners of our operating partnership. On December 6, 2024, Griffin Capital redeemed a portion of its OP units in exchange 69,882 shares of our Common Stock on a one-for-one basis. As of December 31, 2024, we owned 98.7% of the OP units in our operating partnership, and the remaining 1.3% of the OP units were owned by the remaining limited partners. See Note 12,11, Redeemable Noncontrolling Interests, and Note 13,12, Equity — Noncontrolling Interests in Total Equity, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion of the ownership in our operating partnership.

Public OfferingsOffering and Listing

On February 9, 2024, pursuant to a Registration Statement filed with the SEC,SEC on Form S-11 (File No. 333-267464), as amended, we closed our underwritten public offering, or the February 2024 Offering, through which we issued 64,400,000 shares of Common Stock, for a total of $772,800,000 in gross offering proceeds. Such amounts include the exercise in full of the underwriters’ overallotment option to purchase up to an additional 8,400,000 shares of Common Stock. We listed these shares of Common Stock on the New York Stock Exchange, or NYSE, under the trading symbol “AHR” and began trading on February 7, 2024.

Our Real Estate Investments Portfolio

We currently operate through four reportable business segments: integrated senior health campuses,ISHC, OM, SHOP and triple-net leased properties and SHOP.properties. See Note 18,16, Segment Reporting, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion. As of December 31, 2024,2025, we owned and/or operated 314337 buildings and integratedISHC, seniorwhich healthrepresent campusesin representingtotal approximately 19,155,00022,162,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $4,533,212,000.$5,421,191,000. In addition, as of December 31, 2024,2025, we also owned a real estate-related debt investment purchased for $60,429,000.

Our critical accounting estimates have the most impact on the reporting of our financial condition and results of operations and require significant judgments and estimates. We believe that our judgments and estimates are consistently applied and produce financial information that fairly present our financial condition and results of operations. Our critical accounting estimates include: (1i) real estate investments purchase price allocation,allocation; (2ii) impairment of long-lived assets,assets; (3iii) goodwill,goodwill; and (4iv) revenue recognition and (5) resident receivable allowances.recognition.

For a discussion of recently issued accounting pronouncements, see Note 2, Summary of Significant Accounting Policies — Recently Issued Accounting Pronouncements, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K.

For a discussion of our acquisitions and dispositions of investments in 2024,2025, 20232024 and 2022,2023, see Note 2, Summary of Significant Accounting Policies — Properties Held for Sale, and Note 3, Real Estate Investments, Net, and Note 4, Business Combinations, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K.

During the years ended December 31, 2024, 20232025 and 2022,2024, inflation has affected our operations. The annual rate of inflation in the United States was 3.0%2.4% in January 2025,2026, as measured by the Consumer Price Index. We believe inflation has impacted our operations such that we have experienced, and continue to experience, increases in the cost of labor, services, energy and supplies, and therefore continued inflationary pressures on our integrated senior health campusesISHC and SHOP could continue to impact our profitability in future periods. To offset the impact of inflation on the cost of labor and services, we had our RIDEA managers billmay have billed higher than average annual rent and care fee increases for existing residents in 20232024 and 2024,2025, as compared to prior years, while adjusting market rates as frequently as needed based on competitor pricing and market conditions. We believe this practice will improve operating performance in our integrated senior health campusesISHC and SHOP, as well as increase rent coverage and the stability of our real estate revenue in our triple-net leased properties over time.

Excluding our SHOPISHC and integrated senior health campuses,SHOP, as of December 31, 2024,2025, our properties were 90.3%91.3% leasedleased, and, during 2025,2026, 11.9%6.6% of the leased GLA is scheduled to expire. Our leasing strategy focuses on negotiating renewals for leases scheduled to expire during the next 12 months. In the future, if we are unable to negotiate renewals, we will try to identify new tenants or collaborate with existing tenants who are seeking additional space to occupy. As of December 31, 2024,2025, our remaining weighted average lease term was 6.8 years, excluding our SHOPISHC and integrated senior health campuses.SHOP.

Our combined SHOPISHC and integrated senior health campusesSHOP were 87.2%89.8% leased as of December 31, 2024.2025. Substantially all of our leases with residents at such properties are for a term of one year or less.

We segregate our operations into reporting segments in order to assess the performance of our business in the same way that management reviews our performance and makes operating decisions. As of December 31, 2024,2025, we operated through four reportable business segments: integrated senior health campuses,ISHC, OM, SHOP and triple-net leased properties.

The most significant drivers behind changes in our consolidated results of operations for the year ended December 31, 2024,2025, as compared to the year ended December 31, 2023,2024, were primarily due to: theour acquisitions and dispositions of investments during 2025; our increase in resident occupancies and billing rates,rates; partially offset byand the adverse effectimpact of inflation, which resulted in increases in the cost of labor, services, energy and supplies; our acquisitions and dispositions of investments subsequent to December 31, 2023; and the transition of the operations of certain leased senior housing and skilled nursing facilities from triple-net leased properties to a managed portfolio utilizing a RIDEA structure.supplies. Additional information behind the changes in our consolidated results of operations is discussed in more detail below. See Note 2, Summary of Significant Accounting Policies — Properties Held for Sale, Note 3, Real Estate Investments, Net, and Note 4, Business Combinations, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion of our acquisitions and dispositions during 20242025 and 2023.2024. As of December 31, 2025 and 2024, we owned and/or operated the following types of properties (dollars in thousands):

(1)Leased percentage includes all third-party leased space at our non-RIDEA properties (including master leases), except for our SHOPISHC and integrated senior health campusesSHOP where leased percentage represents resident occupancy onof the available units/beds therein.

(2)Weighted average leased percentage excludes our SHOPISHC and integrated senior health campuses.SHOP.

Our primary sources of revenue include resident fees and services revenue generated by our RIDEA properties and rent from our leased, non-RIDEA properties. For the years ended December 31, 20242025 and 2023,2024, resident fees and services revenue primarily consisted of rental fees related to resident leases, extended health care fees and other ancillary services, and real estate revenue primarily consisted of base rent and expense recoveries. The amount of revenues generated by our RIDEA properties depends principally on our ability to maintain resident occupancy rates. The amount of revenues generated by our non-RIDEA properties is dependent on our ability to maintain tenant occupancy rates of currently leased space and to lease available space at the then existing rental rates. We also received grant income during 2023. Revenues and grant income by reportable segment consisted of the following for the periods presented below (in thousands):

For our integrated senior health campusesISHC segment, we increased resident fees and services revenue by $137,932,000$144,123,000 for the year ended December 31, 2024,2025, as compared to the year ended December 31, 2023,2024, primarily due to: (i) increased resident occupancyoccupancy, a more favorable payor mix and higher resident fees as a result of an increase in billing rates and levels of care service provided; and (ii) an increase of $24,531,000$26,432,000 due to the expansionacquisition in July 2025 of ourfive customersenior base,housing expansionproperties located in Ohio and Michigan; (iii) an increase of services$9,180,000 offereddue to the acquisition in July 2025 of four senior housing properties located in Kentucky; and increases(iv) an increase of $6,110,000 due to the acquisition in billingDecember rates2025 forof such14 servicessenior athousing ancillaryproperties businesslocated unitsin withinOhio, TrilogyIndiana, Investors,New LLC,Mexico orand Trilogy.North Carolina.

For our SHOP segment, we increased resident fees and services revenue by $77,124,000$66,585,000 for the year ended December 31, 2024,2025, as compared to the year ended December 31, 2023,2024, primarily due to: (i) an increase of $43,750,000$5,267,000 due to the acquisition of 14 senior housing properties in Oregon in February 2024; (ii) an increase of $13,929,000 due to the transitioning of leased senior housing facilities in our Michigan ALF Portfolio to a managed portfolio utilizing a RIDEA structure in November 2023; (iii) an increase of $6,389,000$13,717,000 due to the acquisition of five senior housing properties in Washington in September 2024; (iviii) an increase of $1,174,000$2,524,000 due to the acquisition of one senior housing property in Georgia in October 2024; (iv) an increase of $8,991,000 due to the acquisition of one senior housing property in Virginia in April 2025; (v) an increase of $6,527,000 due to the acquisition of three senior housing properties in Minnesota and Idaho in the third quarter of 2025; (vi) an increase of $12,821,000 due to the acquisition of 10 senior housing properties in California, Minnesota, Pennsylvania, Utah and Wisconsin in the fourth quarter of 2025; and (vvii) increased resident occupancy and higher resident fees as a result of an increase in billing rates. Additionally, $6,026,000 of the increase in resident fees and services revenue for our SHOP segment for the year ended December 31, 2024, as compared to the year ended December 31, 2023, was primarily due to transitioning SNFs in our Central Wisconsin Senior Care Portfolio from triple-net leased properties to a managed portfolio utilizing a RIDEA structure in March 2023. Such increases in resident fees and services revenue in our SHOP segment were partially offset by a decrease of $12,599,000 due to real estate dispositions within our SHOP segment in 2023 and 2024.

RealFor our triple-net leased properties segment, real estate revenue decreased $12,591,000 for our OM segment decreased $11,328,000 forthe year ended December 31, 2024,2025, as compared to the year ended December 31, 2023,2024, primarily due to dispositionsa decrease of OM$9,235,000 buildingsrelated duringto 2023the anddisposition 2024of andeight atriple-net slightleased decreaseproperties in occupancy.Missouri in December 2024.

Integrated senior health campusesISHC and SHOP typically have a higher percentage of direct operating expenses to revenue and grant income than OM buildings and triple-net leased properties due to the nature of RIDEA-type facilities where we conduct day-to-day operations. Property operating expenses and property operating expenses as a percentage of resident fees and services revenue and grant income,revenue, as well as rental expenses and rental expenses as a percentage of real estate revenue, by reportable segment consisted of the following for the periods presented below (dollars in thousands):

DepreciationGeneral and AmortizationAdministrative

For the year ended December 31, 2025, we recognized an aggregate net loss on dispositions of $2,965,000 primarily related to the sale of one SHOP, two ISHC, 10 OM buildings and one triple-net leased property. For the year ended December 31, 2024, we recognized an aggregate net gain on dispositionsdisposition of our real estate investments of $5,213,000 primarily related to the sale of four OM buildings, one integrated senior health campus,ISHC, eight triple-net leased properties and one land easement disposal on one of our OM properties. For the year ended December 31, 2023, we recognized an aggregate net gain on dispositions of our real estate investments of $32,472,000 primarily related to the sale of six SHOP within our Central Florida Senior Housing Portfolio and 16 OM buildings. See Note 2, Summary of Significant Accounting Policies — Properties Held for Sale, and Note 3, Real Estate Investments — Dispositions of Real Estate Investments, Net, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K.10-K, for a further discussion.

For the year ended December 31, 2024, asAs we continued to evaluate our properties based on their historical operating performance and our expected holding period, we determined that six of our OM, two of our integrated senior health campuses and two of our SHOP were impaired and recognized aggregate impairment chargecharges of $45,755,000.$49,935,000 for eight OM buildings and one SHOP for the year ended December 31, 2025. For the year ended December 31, 2023, as we continued to evaluate additional non-strategic properties for sale,2024, we recognized aggregate impairment charges of $13,899,000$45,755,000 for six OM buildings, two of our SHOP within the Northern California Senior Housing PortfolioISHC and fortwo one of our OM buildings within the Homewood AL Portfolio.SHOP. See Note 3, Real Estate Investments, NetInvestments — Impairment of Real Estate Investments, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion of impairments of such real estate investments.discussion.

Gain on Re-measurement of Previously Held Equity InterestInterests

For the year ended December 31, 2025, we recognized a $14,580,000 gain on re-measurement of the fair value of our previously held equity interest in Trilogy Opportunity Fund I, LLC. For the year ended December 31, 2024, we did not recognize any gain on re-measurement of any previously held equity interest. For the year ended December 31, 2023, we recognized a $726,000 gain on re-measurement of the fair value of our previously held equity interest in Memory Care Partners, LLC. See Note 4,3, BusinessReal Combinations,Estate Investments — Acquisitions of Real Estate Investments — Acquisitions Accounted for as Asset Acquisitions, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion of the acquisitions of previously held equity interests.discussion.

There were no material changes from the risk factors previously disclosed in our 2025 Annual Report on Form 10-K, as filed with the SEC on February 27, 2026.10-K.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to promote understanding of our results of operations and financial condition. Such discussion is provided as a supplement to, and should be read in conjunction with our accompanying condensed consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q and in our 2025 Annual Report on Form 10-K,10-K for the year ended December 31, 2025, as filed with the United States Securities and Exchange Commission, or SEC, on February 27, 2026.2026, or the 2025 Annual Report on Form 10-K. Such condensed consolidated financial statements and information have been prepared to reflect our financial position as of MarchJune 31,30, 2026 and December 31, 2025, together with our results of operations for the three and six months ended June 30, 2026 and 2025 and cash flows for the threesix months ended MarchJune 31,30, 2026 and 2025. Our results of operations and financial condition, as reflected in the accompanying condensed consolidated financial statements and related notes, are subject to management’s evaluation and interpretation of business conditions, changing capital market conditions, and other factors that could affect the on-going operations and occupancy of our tenants and residents.

Certain statements contained in this report, other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the Private Securities Litigation Reform Act of 1995 (collectively with the Securities Act and Exchange Act, or the “Acts”). We intend for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in the Acts. Such forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “can,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” “possible,” “initiatives,” “focus,” “seek,” “objective,” “goal,” “strategy,” “plan,” “potential,” “potentially,” “preparing,” “projected,” “future,” “long-term,” “once,” “should,” “could,” “would,” “might,” “uncertainty,” or other similar words. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this report is filed with the SEC.

Any such forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which we operate, and beliefs of, and assumptions made by, our management and involve uncertainties that could significantly affect our financial results. Such statements include, but are not limited to: (i) statements about our plans, strategies, initiatives and prospects, including any future capital-raising initiatives and planned or future acquisitions or dispositions of properties and other assets; and (ii) statements about our future results of operations, capital expenditures and liquidity. Such statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those projected or anticipated, including, without limitation: changes in economic conditions generally and the real estate market specifically; legislative and regulatory changes, including changes to laws governing the taxation of real estate investment trusts, or REITs, and regulations or proposed regulations governing the operations and sales of healthcare properties; the availability of capital; our ability to pay down, refinance, restructure or extend our indebtedness as it becomes due; our ability to maintain our qualification as a REIT for U.S. federal income tax purposes; changes in interest rates, and foreign currency riskrates; competition in the real estate industry; changes in accounting principles generally accepted in the United States of America, or GAAP, policies and guidelines applicable to REITs; the success of our investment strategy; cybersecurity incidents and information technology failures, including unauthorized access to our computer systems and/or our vendors’ computer systems and our third-party management companies’ computer systems and/or their vendors’ computer systems; our ability to retain our executive officers and key employees; our ability to settle outstanding forward sale agreements; unexpected labor costs and inflationary pressures; changing macroeconomic, domestic legal and fiscal policies and geopolitical conditions; and those risks identified in Item 1A, Risk Factors in our 2025 Annual Report on Form 10-K, as filed with the SEC on February 27, 2026, this Quarterly Report on Form 10-Q, and any future filings we make with the SEC. These risks and uncertainties should be considered in evaluating forward-looking statements, and undue reliance should not be placed on such statements. Forward-looking statements in this Quarterly Report on Form 10-Q speak only as of the date on which such statements are made, and undue reliance should not be placed on such statements. We undertake no obligation to update any such statements that may become untrue because of subsequent events. Additional information concerning us and our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

American Healthcare REIT, Inc., a Maryland corporation, is a self-managed REIT that acquires, owns and operates a diversified portfolio of clinical healthcare real estate properties, focusing primarily on senior housing, skilled nursing facilities, or SNFs, outpatient medical, or OM, buildings, and other healthcare-related facilities. We have built a fully-integrated management platform 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, or ISHC, and senior-housingsenior housing operating properties, or SHOP, utilizing the structure permitted by the REIT Investment Diversification and Empowerment Act of 2007, which is commonly referred to as a “RIDEA” structure. We have also originated and acquired secured loans and may acquire other real estate-related investments in the future on an infrequent and opportunistic basis. We generally seek investments that produce current income; however, we have selectively developed, and may continue to selectively develop, healthcare real estate properties. We have elected to be taxed as a REIT for U.S. federal income tax purposes. We believe that we have been organized and operated, and we intend to continue to operate, in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code of 1986, or the Code.

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 both MarchJune 31,30, 2026 and December 31, 2025, we owned 99.0% of the operating partnership units, or OP units, in our operating partnership, and the remaining 1.0% of the OP units were owned by the following limited partners: (i) AHI Group Holdings, LLC, which is owned and controlled by Jeffrey T. Hanson, our Chairman of the Board of Directors and Interim Chief Executive Officer and President, Danny Prosky, our Chief Executive Officer, PresidentDanny andProsky, director, who is currently taking a leaveone of absenceour fromnon-executive his executive role for medical reasons,directors, and Mathieu B. Streiff, one of our independent directors; and (ii) a wholly-owned subsidiary of Griffin Capital Company, LLC.

We currently operate through four reportable business segments: ISHC, OM,SHOP, SHOPOM and triple-net leased properties. As of MarchJune 31,30, 2026, we owned and/or operated 343347 buildings and ISHC, which represent in total approximately 22,651,00023,340,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $5,607,085,000.$5,728,543,000. In addition, as of MarchJune 31,30, 2026, we also owned a real estate-related debt investment purchased for $60,429,000.

Our accompanying condensed consolidated financial statements are prepared in conformity with GAAP, which requires management to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying footnotes. These estimates are made and evaluated on an on-going basis using information that is currently available, as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates, perhaps in material adverse ways, and those estimates could be different under different assumptions or conditions. The complete listing of our Critical Accounting Estimates was previously disclosed in our 2025 Annual Report on Form 10-K, as filed with the SEC on February 27, 2026, and there have been no material changes to our Critical Accounting Estimates as disclosed therein, except as included within Note 2, Summary of Significant Accounting Policies, to our accompanying condensed consolidated financial statements.

For a discussion of interim unaudited financial data, see Note 2, Summary of Significant Accounting Policies — Interim Unaudited Financial Data, to our accompanying condensed consolidated financial statements. Our accompanying condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our 2025 Annual Report on Form 10-K, as filed with the SEC on February 27, 2026.10-K.

Acquisitions and Dispositions in 2026

For a discussion of our acquisitions and dispositions of investments in 2026, see Note 3, Real Estate Investments, to our accompanying condensed consolidated financial statements.

Other than the effects of inflation and scheduled lease expirations discussed below, as well as other national economic conditions affecting real estate generally, and as otherwise disclosed in our risk factors, we are not aware of any material trends or uncertainties that may reasonably be expected to have a material impact, favorable or unfavorable, on revenues or income from the acquisition, disposition, management and operation of our properties. For a further discussion of these and other factors that could impact our future results or performance, see “Forward-Looking Statements” above and Part II, Item 1A, Risk Factors, of this Quarterly Report on Form 10-Q and those Risk Factors previously disclosed in our 2025 Annual Report on Form 10-K, as filed with the SEC on February 27, 2026.

During the threesix months ended MarchJune 31,30, 2026 and 2025, inflation has affected our operations. The annual rate of inflation in the United States was 3.3%3.5% in MarchJune 2026 and 2.4%2.7% in MarchJune 2025, as measured by the Consumer Price Index. We believe inflation has impacted our operations such that we have experienced, and continue to experience, increases in the cost of labor, services, energy and supplies, and therefore continued inflationary pressures on our ISHC and SHOP could continue to impact our profitability in future periods. To offset the impact of inflation on the cost of labor and services, our RIDEA managers may have billed higher than average annual rent and care fee increases for existing residents in 2025 and 2026, as compared to prior years, while adjusting market rates as frequently as needed based on competitor pricing and market conditions. We believe this practice will improve operating performance in our ISHC and SHOP, as well as increase rent coverage and the stability of our real estate revenue in our triple-net leased properties over time.

Excluding our ISHC and SHOP, as of MarchJune 31,30, 2026, our properties were 90.7%90.8% leased, and, during the remainder of 2026, 4.8%2.9% of the leased GLA is scheduled to expire. Our leasing strategy focuses on negotiating renewals for leases scheduled to expire during the next 12 months. In the future, if we are unable to negotiate renewals, we will try to identify new tenants or collaborate with existing tenants who are seeking additional space to occupy. As of MarchJune 31,30, 2026, our remaining weighted average lease term was 6.7 years, excluding our ISHC and SHOP.

Our combined ISHC and SHOP were 89.8%90.4% leased as of MarchJune 31,30, 2026. Substantially all of our leases with residents at such properties are for a term of one year or less.

Comparison of Three and Six Months Ended MarchJune 31,30, 2026 and 2025

We segregate our operations into reporting segments in order to assess the performance of our business in the same way that management reviews our performance and makes operating decisions. As of MarchJune 31,30, 2026, we operated through four reportable business segments: ISHC, OM,SHOP, SHOPOM and triple-net leased properties. During the threefirst monthsquarter ended March 31,of 2026, we reclassified two senior housing properties from our SHOP segment to our ISHC segment to align the properties that are operatedmanaged by Trilogy Management Services, LLC within ISHC. Prior-period segment results discussed below have been recast to conform to the current-period presentation, and the reclassification did not affect consolidated results.

The most significant drivers behind changes in our consolidated results of operations for the three and six months ended MarchJune 31,30, 2026 compared to the corresponding period in 2025 were primarily due to: our increase in resident occupancies and billing rates; the adverse impact of inflation, which resulted in increases in the cost of labor, services, energy and supplies; and our acquisitions and dispositions of investments. Additional information behind the changes in our consolidated results of operations is discussed in more detail below. See Note 3, Real Estate Investments, to our accompanying condensed consolidated financial statements for a further discussion of our acquisitions and dispositions during 2026. As of MarchJune 31,30, 2026 and 2025, we owned and/or operated the following types of properties (dollars in thousands):

Weighted average leased percentage excludes our ISHC and SHOP.SHOP segments.

Our primary sources of revenue include resident fees and services revenue generated by our RIDEA properties and rent from our leased, non-RIDEA properties. For the three and six months ended MarchJune 31,30, 2026 and 2025, resident fees and services revenue primarily consisted of rental fees related to resident leases, extended healthcare fees and other ancillary services, and real estate revenue primarily consisted of base rent and expense recoveries. The amount of revenues generated by our RIDEA properties depends principally on our ability to maintain resident occupancy rates. The amount of revenues generated by our non-RIDEA properties is dependent on our ability to maintain tenant occupancy rates of currently leased space and to lease available space at the then existing rental rates. Revenues by reportable segment consisted of the following for the periods presented below (in thousands):

For our ISHC segment, we increased resident fees and services revenue by $74,051,000$83,528,000 and $157,579,000, respectively, for the three and six months ended MarchJune 31,30, 2026, as compared to the three and six months ended MarchJune 31,30, 2025, primarily due to: (i) increased resident occupancy, a more favorable payor mix and higher resident fees as a result of an increase in billing rates and levels of care service; (ii) an increase of $19,618,000$20,788,000 and $40,406,000, respectively, due to the acquisition in July 2025 of nine senior housing properties located in Ohio, Michigan and Kentucky; and (iii) an increase of $34,438,000$35,278,000 and $69,717,000, respectively, due to the acquisition in December 2025 of 14 senior housing properties located in Ohio, Indiana, New Mexico and North Carolina.

For our SHOP segment, resident fees and services revenue increased $38,540,000by $49,706,000 and $88,246,000, respectively, for the three and six months ended MarchJune 31,30, 2026, as compared to the three and six months ended MarchJune 31,30, 2025, primarily due to: (i) an increase of $3,419,000$814,000 and $4,232,000, respectively, due to the acquisition of one senior housing property in Virginia in April 2025; (ii) an increase of $3,904,000$4,076,000 and $7,980,000, respectively, due to the acquisition of three senior housing properties in Minnesota and Idaho in the third quarter of 2025; (iii) an increase of $22,676,000$23,033,000 and $45,709,000, respectively, due to the acquisition of 10 senior housing properties in California, Minnesota, Pennsylvania, Utah and Wisconsin in the fourth quarter of 2025; (iv) an increase of $6,924,000$10,918,000 and $14,945,000, respectively, due to the acquisition of seven senior housing properties in California, Kansas and Missouri in the first quarter of 2026; (v) an increase of $5,967,000 due to the acquisition of seven senior housing properties in Georgia, Minnesota and South Carolina in the second quarter of 2026; and (vvi) increased resident occupancy and higher resident fees as a result of an increase in billing rates.

ISHC and SHOP segments typically have a higher percentage of direct operating expenses to revenue than OM buildingssegment and triple-net leased properties segment due to the nature of RIDEA-type facilities where we conduct day-to-day operations. Property operating expenses and property operating expenses as a percentage of resident fees and services revenue, as well as rental expenses and rental expenses as a percentage of real estate revenue, by reportable segment consisted of the following for the periods presented below (dollars in thousands):

For our ISHC segment, total property operating expenses increased by $55,283,000$66,303,000 and $121,586,000, respectively, for the three and six months ended MarchJune 31,30, 2026, as compared to the three and six months ended MarchJune 31,30, 2025, primarily due to: (i) increased resident occupancy and levels of care services at the facilities within such segment, thereby increasing labor costs and other operating expenses; (ii) an increase of $16,383,000$16,935,000 and $33,318,000, respectively, due to the acquisition in July 2025 of nine senior housing properties located in Ohio, Michigan and Kentucky; and (iii) an increase of $31,047,000$31,420,000 and $62,466,000, respectively, due to the acquisition in December 2025 of 14 senior housing properties located in Ohio, Indiana, New Mexico and North Carolina.

For our SHOP segment, total property operating expenses increased by $24,465,000$32,250,000 and $56,715,000, respectively, for the three and six months ended MarchJune 31,30, 2026, as compared to the three and six months ended MarchJune 31,30, 2025, primarily due to: (i) an increase of $1,857,000$505,000 and $2,363,000, respectively, due to the acquisition of one senior housing property located in Virginia in April 2025; (ii) an increase of $2,870,000$2,887,000 and $5,755,000, respectively, due to the acquisitions of three senior housing properties in Minnesota and Idaho in the third quarter of 2025; (iii) an increase of $14,861,000$15,102,000 and $29,965,000, respectively, due to the acquisition of 10 senior housing properties in California, Minnesota, Pennsylvania, Utah and Wisconsin in the fourth quarter of 2025; (iv) an increase of $5,638,000$7,993,000 and $11,023,000, respectively, due to the acquisition of seven senior housing properties in California, Kansas and Missouri in the first quarter of 2026; (v) an increase of $4,236,000 due to the acquisition of seven senior housing properties in Georgia, Minnesota and South Carolina in the second quarter of 2026; and (vvi) increased occupancy at the facilities within such segment, which resulted in increasing labor costs from additional staffing and other operating expenses.

For the three months ended MarchJune 31,30, 2026 and 2025, depreciation and amortization was $67,062,000$72,125,000 and $41,114,000,$41,941,000, respectively, which primarily consisted of depreciation on our operating properties of $44,756,000$46,601,000 and $36,577,000,$37,284,000, respectively, and amortization of our identified intangible assets of $21,568,000$24,787,000 and $3,823,000,$3,916,000, respectively. For the threesix months ended MarchJune 31,30, 2026 as compared to the three months ended March 31,and 2025, depreciation and amortization increasedwas by$139,187,000 $25,948,000,and $83,055,000, respectively, which primarily attributableconsisted toof thedepreciation on our operating properties of $91,357,000 and $73,861,000, respectively, and amortization of in-placeour leasesidentified dueintangible toassets propertyof acquisitions$46,355,000 sinceand 2025.$7,739,000, respectively.

The decrease in total interest expense for the three and six months ended MarchJune 31,30, 2026, as compared to the three and six months ended MarchJune 31,30, 2025, was primarily due to the $2,405,000$2,610,000 and $5,454,000, respectively, decrease in interest expense related to a decrease in debt balances on our revolving line of credit during 2025.2025 and 2026. Such decrease was primarily a result of the paydown of our variable-rate lines of credit using net proceeds raised from our equity offerings during 2025 and cash flow from operations. The decrease in total interest expense for the three and six months ended MarchJune 31,30, 2026, as compared to the three and six months ended MarchJune 31,30, 2025, was also driven by a $2,277,000$986,000 and $3,263,000, respectively, change from loss to gain in fair value of derivative financial instruments.instruments and a $1,151,000 and $1,659,000, respectively, decrease in loss on debt extinguishments.

As we continued to evaluate our properties based on their historical operating performance and our expected holding period, for the three and six months ended MarchJune 31,30, 2026, we recognized an aggregate impairment charge of $418,000$1,719,000 and $2,137,000, respectively for one and two OM building.buildings, respectively. For the three and six months ended MarchJune 31,30, 2025, we determined that one of our OM buildings was impaired and recognized an aggregate impairment charge of $21,706,000.$12,659,000 and $34,365,000, respectively, for five and six OM buildings, respectively. See Note 3, Real Estate Investments — Impairment of Real Estate Investments, to our accompanying condensed consolidated financial statements for a further discussion.

Our principal sources of liquidity are cash flows from operations, net proceeds from the issuances of shares through our equity securities,offerings, including through the 2026 ATM Offering and the May 2026 Offering (as defined and described atin Note 11, Equity — Common Stock, to our accompanying condensed consolidated financial statements), and borrowings under our lines of credit. For the next 12 months, our principal liquidity needs are to: (i) fund property operating expenses and general and administrative expenses; (ii) meet our debt service requirements (including principal and interest); (iii) fund the acquisition of real estate investments, development activities and capital expenditures; and (iv) make distributions to our stockholders, as required for us to continue to qualify as a REIT. We believe that the sources of liquidity described above will be sufficient to satisfy our cash requirements for the next 12 months and the longer-term thereafter. We do not have any material off-balance sheet arrangements that we expect would materially affect our liquidity and capital resources.

A capital plan for each investment is established upon acquisition that contemplates the estimated capital needs of that investment, including costs of refurbishment, tenant improvements or other major capital expenditures. The capital plan also sets forth the anticipated sources of the necessary capital, which may include operating cash generated by the investment, capital reserves, a line of credit or other loan established with respect to the investment, other borrowings or additional equity investments from us and joint venture partners. The capital plan for each investment is adjusted through on-going, regular reviews of our portfolio or as necessary to respond to unanticipated additional capital needs. As of MarchJune 31,30, 2026, we had $11,597,000$11,251,000 of restricted cash in loan impounds and reserve accounts to fund a portion of such capital expenditures. Based on the budget for the properties we owned as of MarchJune 31,30, 2026, we estimate that expenditures for capital and tenant improvements as of such date will be approximately $71,789,000$53,250,000 for the remaining ninesix months of 2026, although actual expenditures are predominantly discretionary and are dependent on many factors which are not presently known.

The following table provides information with respect to: (i) the maturity and scheduled principal repayment of our secured mortgage loans payable and lines of credit and term loan; (ii) interest payments on our mortgage loans payable and lines of credit and term loan, excluding the effect of our interest rate swaps; (iii) operating lease obligations; and (iv) financing and other obligations as of MarchJune 31,30, 2026 (in thousands):

As of MarchJune 31,30, 2026, we wereare party to a credit agreement, as amended, with an aggregate maximum principal amount up to $1,150,000,000, or the 2024 Credit Facility. On April 1, 2026, we, through our operating partnership, entered into an amendment to the 2024 Credit Facility, which increased the aggregate maximum principal amount of such facility to $1,350,000,000, or the 2026 Credit Facility. In addition, we are party to an agreement regarding a senior secured revolving credit facility with an aggregate maximum principal amount of $50,000,000, or the 2025 Trilogy Credit Facility. See Note 8, Lines of Credit and Term Loan, and Note 18, Subsequent Event — 2026 Credit Facility, to our accompanying condensed consolidated financial statements for a further discussion.

As of MarchJune 31,30, 2026, our aggregate borrowing capacity under the 20242026 Credit Facility and the 2025 Trilogy Credit Facility was $1,200,000,000.$1,400,000,000. As of MarchJune 31,30, 2026, our aggregate borrowings outstanding under such credit facilities was $550,000,000, and we had $650,000,000$850,000,000 available on such facilities. We believe that such resources will be sufficient to satisfy our cash requirements for the next 12 months and the longer term thereafter.

For the threesix months ended MarchJune 31,30, 2026 and 2025, cash flows from operating activities were primarily related to property operations, offset by payments of general and administrative expenses and interest payments on our outstanding indebtedness. In general, cash flows from operating activities are affected by the timing of cash receipts and payments, and have increased since 2025 primarily due to improved resident occupancy, an increase in billing rates and expense management at our properties operated under a RIDEA structure, the increase in the size of our real estate investments portfolio since 2025 thereby increasing our net operating income, as well as a decrease in interest paid on our outstanding indebtedness as a result of mortgage loan payoffs and paydowns on our lines of credit using net proceeds from our equity offerings in 2025. See the “Results of Operations” section above for a further discussion.

For the threesix months ended MarchJune 31,30, 2026, as compared to the threesix months ended MarchJune 31,30, 2025, the increase in net cash used in investing activities was primarily due to a $149,495,000$209,863,000 increase in cash paid to acquire real estate investments andinvestments, a $17,136,000$37,929,000 increase in developments and capital expenditures.expenditures, as well as a $29,120,000 decrease in proceeds from dispositions of real estate investments.

For the threesix months ended MarchJune 31,30, 2026, as compared to the threesix months ended MarchJune 31,30, 2025, the change from net cash usedincrease in financing activities to net cash provided by financing activities was primarily due to a $143,886,000$184,467,000 increase in gross equity offering proceeds and a $21,996,000$44,246,000 decrease in net payments on our lines of credit and mortgage loans payable primarily using the net proceeds from equity offerings. Such amounts were partially offset by a $7,819,000$8,618,000 increase in payments to taxing authorities in connection with common stock directly withheld from employees and a $7,274,000$15,006,000 increase in distributions paid.

The amount of the quarterly distributions paid to our common stockholders was determined by our board and was dependent on a number of factors, including funds available for payment of distributions, our financial condition, capital expenditure requirements and annual distribution requirements needed to maintain our qualification as a REIT under the Code. As of MarchJune 31,30, 2026, any distributions of amounts in excess of our current and accumulated earnings and profits have resulted in a return of capital to our stockholders, and some portion of a distribution to our stockholders may have been paid from borrowings.

For a discussion of our lines of credit and term loan, see Note 8, Lines of Credit and Term Loan, and Note 18, Subsequent Event — 2026 Credit Facility, to our accompanying condensed consolidated financial statements.

A significant liquidity need is the payment of principal and interest on our outstanding indebtedness. As of MarchJune 31,30, 2026, we had $980,045,000$890,070,000 of fixed-rate mortgage loans payable outstanding secured by our properties. As of MarchJune 31,30, 2026, we had $550,000,000 outstanding, and $650,000,000$850,000,000 remained available under our lines of credit. The weighted average effective interest rate on our outstanding debt, factoring in our interest rate swaps, was 4.14%4.23% per annum as of MarchJune 31,30, 2026. See Note 7, Mortgage Loans Payable, and Note 8, Lines of Credit and Term Loan, to our accompanying condensed consolidated financial statements.

We are required by the terms of certain loan documents to meet various financial and non-financial covenants, such as leverage ratios, net worth ratios, debt service coverage ratios and fixed charge coverage ratios. As of MarchJune 31,30, 2026, we were in compliance with all such covenants and requirements on our mortgage loans payable and our lines of credit and term loan. If any future covenants are violated, we anticipate seeking a waiver or amending the debt covenants with the lenders when and if such event should occur. However, there can be no assurances that management will be able to effectively achieve such plans.

Subsequent EventEvents