The Print

American Healthcare REIT, Inc. (NYSE:AHR) has closed six of the eight senior housing communities in its $873 million Kensington Senior Living portfolio. The first closings total approximately $572 million and move most of the transaction from pending to completed.

The six properties comprise 464 units. Two more communities remain under definitive agreements and are expected to close in the fourth quarter, subject to specified conditions. The full portfolio totals 745 units.

The financing matters because AHR entered a large forward equity offering on Aug. 10, the same date it signed the Kensington acquisition agreements. The offering covered 13.25 million shares, and the underwriters later exercised their option for another 1.9875 million shares. That brings the offering-linked total to 15.2375 million shares, but those shares should not be treated as 15.2375 million newly issued AHR shares today.

AHR’s current 2026 NFFO guidance also predates Kensington. The company raised guidance on Aug. 6 to $2.15 to $2.19 per diluted share, with a $2.17 midpoint, while stating that guidance assumed no additional transactions or capital-markets activity beyond activity already disclosed as completed. Kensington was announced four days later. The next per-share question is whether the earnings added by the portfolio absorb the common-share denominator created as the forward sales settle.

Six Communities Are Now Closed

AHR announced on Sept. 1 that it had acquired six Kensington communities for approximately $572 million. The properties are part of an eight-community portfolio with an aggregate contract purchase price of approximately $873 million.

The initial closings move most of the acquisition into the completed column, but not all of it. The remaining two communities are still subject to definitive agreements and specified closing conditions. AHR expects those closings in the fourth quarter.

The portfolio is concentrated in higher-acuity senior housing. About 93% of its beds were dedicated to assisted living and memory care as of June 30, according to the August prospectus. AHR also said it believes the portfolio will enhance its NFFO growth potential in year one.

That is a management expectation, not a reported post-acquisition per-share result. The current NFFO guidance was issued before the Kensington agreements were announced and therefore does not provide a post-deal NFFO-per-share baseline.

Forward Equity Expands The Denominator

The August capital raise is the other side of the transaction.

AHR entered into forward sale agreements covering 13.25 million common shares. The underwriters then exercised their option in full for another 1.9875 million shares through additional forward agreements. Forward sellers borrowed and sold those shares into the market to hedge their obligations.

AHR did not receive proceeds from those borrowed-share sales. Under the agreements, the company intends, subject to alternative settlement rights, to physically settle by delivering shares to the forward purchasers in exchange for cash based on the applicable forward price, subject to adjustments. Settlement can occur on dates selected by AHR no later than Aug. 10, 2028.

The Kensington purchase price is not funded by equity alone. AHR said it expected to use a combination of offering proceeds, including proceeds from physical settlement of the forwards, credit-facility borrowings, assumed debt and cash on hand. The $873 million portfolio price included approximately $56.46 million of existing agency debt carrying a 6.35% annual interest rate that AHR expected to assume.

The distinction matters for the denominator. Forward sellers can place borrowed shares in the market before AHR physically issues shares to settle the contracts. The offering size therefore describes potential future share delivery, not a completed increase of 15.2375 million AHR-issued shares on the offering date.

The Per-Share Test Comes Next

AHR’s second-quarter common distribution was $0.25 per share, equal to $1.00 annualized. Against the $2.17 midpoint of 2026 NFFO guidance, that equals a 46.1% payout by DFB calculation.

That payout is a pre-Kensington reference point. It should not be read as the post-acquisition payout ratio because the Aug. 6 guidance excluded transaction and capital-markets activity that had not been completed at that time.

The acquisition adds operating assets. Physical settlement of the forward agreements can add common shares. Those changes move different sides of the per-share equation.

AHR has now closed $572 million of the portfolio and expects the remaining two communities to follow, subject to conditions. What is not yet available is a post-Kensington NFFO-per-share guide reflecting the acquired earnings alongside the share count that ultimately results from settlement.

That is the next filing test. The $873 million purchase price shows the scale of the portfolio. The forward agreements show how the common-share denominator can expand. The next post-deal NFFO-per-share update will show how much of that additional denominator the acquired earnings absorb.

Source: American Healthcare REIT Form 8-K and Exhibit 99.1, Sept. 1, 2026; American Healthcare REIT SEC filings and prospectus relating to the Kensington acquisition and August 2026 forward offering; American Healthcare REIT second-quarter 2026 results, Aug. 6, 2026. Common-distribution payout calculation by Dividend Forensics Bureau from company-reported figures.

The author holds no position in any security mentioned. Structural research, not personalized investment advice.

Further dividend structure research is published at dividendforensics.com.

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