As filed with the Securities and Exchange Commission on February 7 , 2024
Registration No. 333-         

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________________
American Healthcare REIT, Inc.
(Exact name of registrant as specified in its charter)

Maryland47-2887436
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification Number)

18191 Von Karman Avenue, Suite 300
Irvine, California 92612
(949) 270-9200
(Address and telephone number of registrant’s principal executive offices)

American Healthcare REIT, Inc. Second Amended and Restated 2015 Incentive Plan
(Full Title of the Plan)
Danny Prosky
Chief Executive Officer, President and Director
18191 Von Karman Avenue, Suite 300
Irvine, California 92612
(949) 270-9200
(Address and telephone number of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐







EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is filed by American Healthcare REIT, Inc., a Maryland corporation (the “Registrant”), for the purpose of registering 3,477,627 shares of common stock, $0.01 par value per share (the “Common Stock”), of the Registrant that may be issued under the American Healthcare REIT, Inc. Second Amended and Restated 2015 Incentive Plan (the “Plan”).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of the Form S-8 are not required to be filed, and are not being filed, with the Securities and Exchange Commission (the “Commission”) as part of this Registration Statement in accordance with Rule 428 of the Securities Act of 1933, as amended (the “Securities Act”), and will be delivered to participants in the Plan in accordance with such rule.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission (excluding any portions of such documents that have been “furnished” but “not filed”) by the Registrant pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference into this Registration Statement:
•the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Commission on March 17, 2023;
•the Registrant’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023, June 30, 2023, and September 30, 2023, filed with the Commission on May 15, 2023, August 14, 2023 and November 13, 2023, respectively;
•the Registrant’s Current Reports on Form 8-K filed with the Commission on January 10, 2023, February 17, 2023, March 7, 2023, March 17, 2023, April 11, 2023, June 16, 2023, September 20, 2023, November 7, 2023, December 15, 2023 and January 30, 2024 (Item 5.03 only); and
•the description of the Common Stock included in the Registrant’s Registration Statement on Form 8-A (File No. 001-41951), filed with the Commission on February 6, 2024, including any subsequent amendments or reports filed to update such description.
In addition, all documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such document. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document, which also is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information disclosed by the Registrant under Items 2.02 or 7.01 of any Current Report on Form 8-K, including the related exhibits under Item 9.01, that the Registrant may from time to time furnish to the Commission will be incorporated by reference into, or otherwise included in, this Registration Statement.
Item 4. Description of Securities.
Not applicable.


Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.

Maryland law permits a Maryland corporation to include in its charter a provision eliminating the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (1) actual receipt of an improper benefit or profit in money, property or services or (2) active and deliberate dishonesty established by a final judgment as being material to the cause of action. The Registrant’s charter contains a provision that eliminates the liability of the Registrant’s directors and officers to the maximum extent permitted by Maryland law.
The Maryland General Corporation Law (“MGCL”) requires a corporation (unless its charter provides otherwise, which the Registrant’s charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity against reasonable expenses actually incurred in connection with such proceeding. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party by reason of their service in those or other capacities unless the following can be established: (1) an act or omission of the director or officer was material to the matter giving rise to the proceeding, and was committed in bad faith or was the result of active and deliberate dishonesty; (2) the director or officer received an improper personal benefit in money, property or services; or (3) with respect to any criminal proceeding, the director or officer had reasonable cause to believe his or her act or omission was unlawful.
Under the MGCL, a court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly received. However, indemnification for an adverse judgment in a suit by the corporation or in its right, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses. The MGCL also permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.
The Registrant’s charter requires the Registrant, to the maximum extent permitted by Maryland law in effect from time to time, to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to any present or former director or officer of the Registrant or any of the Registrant’s subsidiaries who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity or any individual who, while a director or officer of the Registrant or any of the Registrant’s subsidiaries and at the Registrant’s request or at the request of any of the Registrant’s subsidiaries, serves or has served another corporation, real estate investment trust, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise as a director, officer, partner, manager, member or trustee and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity.
The Registrant has also entered into indemnification agreements with each of the Registrant’s directors and officers that provide for indemnification to the maximum extent permitted by Maryland law.
The partnership agreement of the Registrant’s operating partnership, the partnership of which the Registrant serves as the sole member of the sole general partner, also provides that, the Registrant, as general partner, are indemnified to the extent provided therein. The partnership agreement further provides that the Registrant’s directors, officers, and designees are indemnified to the extent provided therein.
The Registrant has purchased and intends to maintain insurance on behalf of all of the Registrant’s directors and executive officers against liability asserted against or incurred by them in their official capacities, whether or not the Registrant is required or have the power to indemnify them against the same liability.


Insofar as the foregoing provisions permit indemnification of directors, officers or persons controlling the Registrant for liability arising under the Securities Act, the Registrant has been informed that, in the opinion of the Commission, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
Exhibit NumberDescription
4.1
4.2
4.3
4.4
4.5
4.6
5.1
23.1
23.2
24.1
99.1
107



Item 9. Undertakings.
(a)
The undersigned Registrant hereby undertakes:
(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)to include any prospectus required by section 10(a)(3) of the Securities Act;
(ii)to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
(iii)to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b)The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
    



SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California on February 7, 2024.

AMERICAN HEALTHCARE REIT, INC.
By:
/s/ DANNY PROSKY                     
Danny Prosky
Chief Executive Officer and President


POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each of the undersigned directors and officers of American Healthcare REIT, Inc. constitutes and appoints each of Danny Prosky, Brian S. Peay and Mark E. Foster or any of them, each acting alone, his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifying and confirming all that the said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

SignatureTitleDate
/s/ DANNY PROSKY
Chief Executive Officer, President and Director
(Principal Executive Officer)		February 7, 2024
Danny Prosky
/s/ BRIAN S. PEAY
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)		February 7, 2024
Brian S. Peay
/s/ JEFFREY T. HANSON
Non-Executive Chairman of the Board of DirectorsFebruary 7, 2024
Jeffrey T. Hanson
/s/ MATHIEU B. STREIFF
DirectorFebruary 7, 2024
Mathieu B. Streiff
/s/ SCOTT A. ESTES
DirectorFebruary 7, 2024
Scott A. Estes
/s/ BRIAN J. FLORNES
DirectorFebruary 7, 2024
Brian J. Flornes
/s/ DIANNE HURLEY
DirectorFebruary 7, 2024
Dianne Hurley
/s/ MARVIN R. O’QUINN
DirectorFebruary 7, 2024
Marvin R. O’Quinn
/s/ VALERIE RICHARDSON
DirectorFebruary 7, 2024
Valerie Richardson
/s/ WILBUR H. SMITH III
 DirectorFebruary 7, 2024
Wilbur H. Smith III


Exhibit 5.1
venablelogoa.jpg
750 E. PRATT STREET, SUITE 900, BALTIMORE, MD 21202
T 410.244.7400 F 410.244.7742 www.Venable.com





February 7, 2024

American Healthcare REIT, Inc.
18191 Von Karman Avenue
Suite 300
Irvine, California 92612

Re:    Registration Statement on Form S-8

Ladies and Gentlemen:

We have served as Maryland counsel to American Healthcare REIT, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration of up to 3,477,627 shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company (the “Shares”) that may be issued from time to time pursuant to the American Healthcare REIT, Inc. Second Amended and Restated 2015 Incentive Plan (the “Plan”). The Shares are covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (herein collectively referred to as the “Documents”):

        1.    The Registration Statement;

        2.    The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

        3.    The Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;

        4.    A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

        5.    Resolutions adopted by the Board of Directors of the Company, or a duly authorized committee thereof, relating to, among other matters, the approval of the Plan and the registration and issuance of the Shares (the “Resolutions”), certified as of the date hereof by an officer of the Company;




American Healthcare REIT, Inc.
February 7, 2024
Page 2

        6.    The Plan;

        7.    A certificate executed by an officer of the Company, dated as of the date hereof; and

        8.    Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

        1.    Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

        2.    Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

        3.    Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

        4.    All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

        5.    The Shares will not be issued or transferred in violation of any restriction or limitation on transfer and ownership of shares of stock of the Company contained in Article VII of the Charter or in violation of any restriction or limitation in the Plan.

        6.    Upon the issuance of any of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.

        7.    Each option, restricted stock unit, right or other security exercisable or exchangeable for a Share pursuant to the Plan (each, an “Option”) will be duly authorized and validly granted in accordance with the Plan and exercised or exchanged in accordance with the




American Healthcare REIT, Inc.
February 7, 2024
Page 3

terms of the Plan, including any stock option agreement, restricted stock agreement or other form of award agreement entered into in connection therewith, at the time of any exercise or exchange of such Option.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

        1.    The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

        2.    The issuance of the Shares has been duly authorized and, when and to the extent issued and delivered against payment therefor in accordance with the Registration Statement, the Resolutions, the Plan and any stock option agreement, restricted stock agreement or other form of award agreement utilized under the Plan, the Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of federal or state securities laws, including the securities laws of the State of Maryland, federal or state laws regarding fraudulent transfers or the laws, codes or regulations of any municipality or other local jurisdiction. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.
Very truly yours,
/s/ Venable LLP
                
    
    


Exhibit 23.1


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 17, 2023 relating to the financial statements of American Healthcare REIT, Inc., appearing in the Annual Report on Form 10-K of American Healthcare REIT, Inc. for the year ended December 31, 2022.

/s/ Deloitte & Touche LLP

Costa Mesa, California
February 7, 2024



Exhibit 107
Calculation of Filing Fee Table

Form S-8
(Form Type)

American Healthcare REIT, Inc.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security TypeSecurity Class TitleFee Calculation Rule
Amount Registered (1)
Proposed Maximum Offering Price Per ShareMaximum Aggregate Offering Price (2)Fee RateAmount of Registration Fee
Equity (3)Common Stock, $0.01 par value per share457(h)3,477,627$12.00$41,731,524.00014760$6,160
Total Offering Amounts$41,731,524$6,160
Total Fees Previously Paid$0
Total Fee Offsets$0
Net Fee Due$6,160

(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also registers such indeterminate number of additional shares of common stock that may become issuable as a result of stock splits, stock dividends, recapitalizations or other similar transactions.
(2)Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee. The price of $12.00 per share represents the initial public offering price of the common stock pursuant to the Registrant’s Registration Statement on Form S-11 (File No. 333-267464), declared effective on February 6, 2024.
(3)Represents shares of the Registrant’s common stock available for issuance under the American Healthcare REIT, Inc. Second Amended and Restated 2015 Incentive Plan.


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