AH REALTY TRUST, INC.
Unaudited Pro Forma Condensed Consolidated Financial Information
Overview
As previously disclosed, on March 13, 2026, AH Realty Trust, Inc. (the “Company”) entered into a purchase and sale agreement with affiliates of Harbor Group International (“HGI”) to sell 11 of the Company’s 14 multifamily properties for an aggregate purchase price of approximately $562.0 million (the "Multifamily Disposition").
On May 20, 2026, the Company completed the disposition of nine of eleven properties to be sold pursuant to the Multifamily Disposition for aggregate gross proceeds of approximately $485.0 million (the “First Closing”). The First Closing consisted of the disposition of the following properties:
(a) 1305 Dock Street
(b) 1405 Point
(c) Allied | Harbor Point
(d) Chandler Residences
(e) Chronicle Mill Apartments
(f) Encore Apartments
(g) Liberty Apartments
(h) The Cosmopolitan
(i) The Edison
Two multifamily properties - Greenside and Premier - remain under contract to affiliates of HGI. The Company anticipates closing on the $50.0 million sale of Greenside by the end of 2026 (the “Greenside Closing”) and hte $27.0 million sale of Premier by mid-2027 (the “Premier Closing,” and, collectively with the Greenside Closing, the “Remaining Closings”). There can be no assurance that the Company will complete the Remaining Closings on the timeline described herein or at all, or that the Company will realize the expected benefits of the Multifamily Disposition in part or at all. For additional information regarding the Multifamily Disposition, see the Current Report on Form 8-K previously filed by the Company on March 16, 2026.
Basis of Presentation
The following unaudited pro forma condensed consolidated financial statements have been derived from the Company’s historical consolidated financial statements, prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and have been prepared to illustrate the estimated effects of the First Closing. The unaudited pro forma condensed consolidated balance sheet gives effect to the First Closing as if it had occurred on March 31, 2026, our latest balance sheet date. The unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2026, and for the fiscal year ended December 31, 2025, assume the First Closing occurred on January 1, 2025, the first day of fiscal 2025. Beginning in the first quarter of 2026, the multifamily historical financial results for periods prior to the First Closing were reflected in the Company’s consolidated financial statements as discontinued operations in accordance with the applicable accounting guidance.
The unaudited pro forma condensed consolidated financial statements and the accompanying notes should be read in conjunction with:
–the audited consolidated financial statements, accompanying notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025; and
–the unaudited condensed consolidated financial statements, accompanying notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” thereto included in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026, each as filed with the Securities and Exchange Commission.
The historical consolidated column in the unaudited pro forma consolidated financial statements reflects the Company’s historical financial statements for the periods presented and does not reflect any adjustments related to the First Closing and related events.
The unaudited pro forma consolidated financial information is presented for illustrative and informational purposes only and is not necessarily indicative of the results of operations or financial position that would have been achieved had the First Closing been completed as of the dates indicated, nor is it intended to project the Company’s results of operations or financial position for any future period. The pro forma adjustments are based upon the best available information and management estimates and is subject to assumptions and adjustments described below in the accompanying notes. Management believes these assumptions and estimates are reasonable, given the information available at the filing date.
AH REALTY TRUST, INC.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of March 31, 2026
(In thousands, except par value and share data)
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| | Historical Consolidated | | Pro Forma Adjustments (A) | | Pro Forma |
| ASSETS | | | | | | |
| Real estate investments: | | | | | | |
| Income producing property | | $ | 1,773,240 | | | $ | — | | | $ | 1,773,240 | |
| Held for development | | 5,683 | | | — | | | 5,683 | |
| Construction in progress | | 16,568 | | | — | | | 16,568 | |
| | 1,795,491 | | | — | | | 1,795,491 | |
| Accumulated depreciation | | (412,226) | | | — | | | (412,226) | |
| Net real estate investments | | 1,383,265 | | | — | | | 1,383,265 | |
| Real estate investments held for sale | | 23,223 | | | — | | | 23,223 | |
| Assets of discontinued operations | | 705,981 | | | (451,462) | | | 254,519 | |
| Cash and cash equivalents | | 28,545 | | | 12,353 | | | 40,898 | |
| Restricted cash | | 2,013 | | | — | | | 2,013 | |
| Accounts receivable, net | | 63,185 | | | — | | | 63,185 | |
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| Equity method investments | | 48,177 | | | — | | | 48,177 | |
| Operating lease right-of-use assets | | 22,551 | | | — | | | 22,551 | |
| Finance lease right-of-use assets | | 77,212 | | | — | | | 77,212 | |
| Acquired lease intangible assets | | 73,108 | | | — | | | 73,108 | |
| Other assets | | 45,591 | | | — | | | 45,591 | |
| Total Assets | | $ | 2,472,851 | | | $ | (439,109) | | | $ | 2,033,742 | |
| LIABILITIES AND EQUITY | | | | | | |
| Indebtedness, net | | $ | 1,245,288 | | | $ | (195,000) | | | 1,050,288 | |
| Liabilities related to assets held for sale | | 8,387 | | | — | | | 8,387 | |
| Liabilities of discontinued operations | | 281,633 | | | (265,506) | | | 16,127 | |
| Accounts payable and accrued liabilities | | 29,532 | | | — | | | 29,532 | |
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| Operating lease liabilities | | 31,153 | | | — | | | 31,153 | |
| Finance lease liabilities | | 85,038 | | | — | | | 85,038 | |
| Other liabilities | | 31,640 | | | — | | | 31,640 | |
| Total Liabilities | | 1,712,671 | | | (460,506) | | | 1,252,165 | |
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| Stockholders’ equity: | | | | | | |
Preferred stock, $0.01 par value, 100,000,000 shares authorized: 6.75% Series A Cumulative Redeemable Perpetual Preferred Stock, 9,980,000 shares authorized; 6,843,418 shares issued and outstanding | | 171,085 | | | — | | | 171,085 | |
Common stock, $0.01 par value, 500,000,000 shares authorized; 76,552,562 shares issued and outstanding | | 768 | | | — | | | 768 | |
| Additional paid-in capital | | 702,891 | | | — | | | 702,891 | |
| Distributions in excess of earnings | | (306,080) | | | 21,397 | | | (284,683) | |
| Accumulated other comprehensive income | | 859 | | | — | | | 859 | |
| Total stockholders’ equity | | 569,523 | | | 21,397 | | | 590,920 | |
| Noncontrolling interests in investment entities | | 8,325 | | | — | | | 8,325 | |
| Noncontrolling interests in Operating Partnership | | 182,332 | | | — | | | 182,332 | |
| Total Equity | | 760,180 | | | 21,397 | | | 781,577 | |
| Total Liabilities and Equity | | $ | 2,472,851 | | | $ | (439,109) | | | $ | 2,033,742 | |
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.
AH REALTY TRUST, INC.
Unaudited Pro Forma Condensed Consolidated Statement of Income (Loss)
For the Quarter Ended March 31, 2026
(In thousands, except per share data)
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| Historical Consolidated | | Pro Forma Adjustments (A) | | Pro Forma |
| | | | | |
| Revenues | | | | | |
| Rental revenues | $ | 52,317 | | | $ | — | | | $ | 52,317 | |
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| Total revenues | 52,317 | | | — | | | 52,317 | |
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| Expenses | | | | | |
| Rental expenses | 12,857 | | | — | | | 12,857 | |
| Real estate taxes | 4,735 | | | — | | | 4,735 | |
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| Depreciation and amortization | 18,241 | | | — | | | 18,241 | |
| General and administrative expenses | 4,716 | | | — | | | 4,716 | |
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| Total expenses | 40,549 | | | — | | | 40,549 | |
| Loss on real estate dispositions, net | (141) | | | — | | | (141) | |
| Operating income | 11,627 | | | — | | | 11,627 | |
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| Interest income | 62 | | | — | | | 62 | |
| Interest expense | (13,782) | | | — | | | (13,782) | |
| Equity in income (loss) of unconsolidated real estate entities | 243 | | | — | | | 243 | |
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| Change in fair value of derivatives and other | 1,344 | | | — | | | 1,344 | |
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| Other income (expense), net | 13 | | | — | | | 13 | |
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| Loss from continuing operations | (493) | | | — | | | (493) | |
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| (Loss) income from discontinued operations, net of taxes | (29,889) | | | 1,724 | | | (28,165) | |
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| Net (loss) income | $ | (30,382) | | | $ | 1,724 | | | $ | (28,658) | |
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| Net loss (income) attributable to noncontrolling interests: | | | | | |
| Investment entities | (22) | | | — | | | (22) | |
| Operating Partnership | 7,240 | | | (375) | | | 6,865 | |
| Net (loss) income attributable to AH Realty Trust, Inc. | (23,164) | | | 1,349 | | | (21,815) | |
| Preferred stock dividends | (2,887) | | | — | | | (2,887) | |
| Net (loss) income attributable to common stockholders | $ | (26,051) | | | $ | 1,349 | | | $ | (24,702) | |
| Net loss attributable to common stockholders from continuing operations per share (basic and diluted) | (0.03) | | | — | | | (0.03) | |
| Net (loss) income attributable to common stockholders from discontinued operations per share (basic and diluted) | (0.30) | | | 0.02 | | | (0.28) | |
| Net (loss) income attributable to common stockholders per share (basic and diluted) | (0.33) | | | 0.02 | | | (0.31) | |
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| Weighted-average common shares outstanding (basic and diluted) | 79,840 | | | 79,840 | | | 79,840 | |
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The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.
AH REALTY TRUST, INC.
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Year Ended December 31, 2025
(In thousands, except per share data)
| | | | | | | | | | | | | | | | | |
| Historical Consolidated | | Pro Forma Adjustments (A) | | Pro Forma |
| | | | | |
| Revenues | | | | | |
| Rental revenues | $ | 209,935 | | | $ | — | | | $ | 209,935 | |
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| Total revenues | 209,935 | | | — | | | 209,935 | |
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| Expenses | | | | | |
| Rental expenses | 47,073 | | | — | | | 47,073 | |
| Real estate taxes | 20,709 | | | — | | | 20,709 | |
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| Depreciation and amortization | 71,891 | | | — | | | 71,891 | |
| General and administrative expenses | 19,937 | | | — | | | 19,937 | |
| Acquisition, development, and other pursuit costs | 93 | | | — | | | 93 | |
| Impairment charges | 318 | | | — | | | 318 | |
| Total expenses | 160,021 | | | — | | | 160,021 | |
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| Operating income | 49,914 | | | — | | | 49,914 | |
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| Interest income | 620 | | | — | | | 620 | |
| Interest expense | (57,748) | | | — | | | (57,748) | |
| Equity in income (loss) of unconsolidated real estate entities | (2,234) | | | — | | | (2,234) | |
| (Loss) gain on consolidation of real estate entities | 3,768 | | | — | | | 3,768 | |
| Loss on extinguishment of debt | (36) | | | — | | | (36) | |
| Change in fair value of derivatives and other | (766) | | | — | | | (766) | |
| Unrealized credit loss release | 241 | | | — | | | 241 | |
| Other income (expense), net | (87) | | | — | | | (87) | |
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| Loss from continuing operations | (6,327) | | | — | | | (6,327) | |
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| Income from discontinued operations, net of taxes | 10,235 | | | 22,957 | | | 33,192 | |
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| Net income | $ | 3,908 | | | $ | 22,957 | | | $ | 26,865 | |
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| Net loss attributable to noncontrolling interests: | | | | | |
| Investment entities | 99 | | | — | | | 99 | |
| Operating Partnership | 1,597 | | | (4,992) | | | (3,395) | |
| Net income attributable to AH Realty Trust, Inc. | 5,604 | | | 17,965 | | | 23,569 | |
| Preferred stock dividends | (11,548) | | | — | | | (11,548) | |
| Net (loss) income attributable to common stockholders | $ | (5,944) | | | $ | 17,965 | | | $ | 12,021 | |
| Net (loss) income attributable to common stockholders from continuing operations per share (basic and diluted) | (0.17) | | | — | | | (0.17) | |
| Net income attributable to common stockholders from discontinued operations per share (basic and diluted) | 0.10 | | | 0.23 | | | 0.33 | |
| Net (loss) income attributable to common stockholders per share (basic and diluted) | (0.07) | | | 0.23 | | | 0.16 | |
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| Weighted-average common shares outstanding (basic and diluted) | 80,116 | | | 79,840 | | | 79,840 | |
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The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.
AH REALTY TRUST, INC.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
Adjustments to Unaudited Pro Forma Condensed Consolidated Balance Sheet
(A) Represents the removal of the assets and liabilities associated with the assets disposed of in the First Closing. The transaction accounting adjustments are as follows:
| | | | | |
| Net real estate investments | $ | 441,183 | |
| Finance lease right-of-use assets | 9,867 | |
| Acquired lease intangible assets | 412 | |
| Net book value of real estate assets | $ | 451,462 | |
| |
| Gross sales price | 485,000 | |
Estimated closing costs(1) | (12,141) | |
| Estimated net proceeds | 472,859 | |
| Net book value | (451,462) | |
| Cumulative net income adjustment | $ | 21,397 | |
| |
| Estimated net proceeds | $ | 472,859 | |
Debt repayments(2) | (460,506) | |
| Net cash received | $ | 12,353 | |
(1) Represents estimated closing costs including broker’s commissions, legal fees, transfer and recording fees and other customary closing costs directly attributable to the sale of the nine assets in the First Closing. Includes $6.4 million of escrows funded by the Company in connection with the sale.
(2) Represents the repayment of the mortgages secured by 1305 Dock Street, Allied | Harbor Point, Encore Apartments, Liberty Apartments, The Cosmopolitan, and The Edison, and the use of additional proceeds to repay borrowings outstanding on the revolving credit facility using sales proceeds from the First Closing.
Adjustments to Unaudited Pro Forma Condensed Consolidated Statements of Income (Loss)
Three Months Ended March 31, 2026
(A) Represents the removal of the historical revenues and expenses for the three months ended March 31, 2026, of the nine properties included in the First Closing. Summarized results of discontinued operations for the three months ended March 31, 2026, related to the nine properties included in the First Closing, are shown below (in thousands):
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| Rental revenues | $ | 13,141 | |
| Rental expenses | (4,763) | |
| Real estate taxes | (1,270) | |
Non-operating income and expenses(1)(2) | (8,832) | |
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| |
| Loss from discontinued operations, net of tax | $ | (1,724) | |
(1) Non-operating income and expenses includes depreciation and amortization, general and administrative expenses, interest income, and interest expense.
(2) Interest expense is allocated by first allocating secured debt to the relevant properties. Unsecured debt is then allocated using the total value of unencumbered income producing property, and allocated based on property classification.
Year Ended December 31, 2025
(A) Represents the removal of the historical revenues and expenses for the year ended December 31, 2025, of the nine properties included in the First Closing, and the addition of the estimated gain on the transaction. Summarized results of discontinued operations for the year ended December 31, 2025, related to the nine properties included in the First Closing, are shown below (in thousands):
| | | | | |
| Rental revenues | $ | 47,698 | |
| Rental expenses | (15,986) | |
| Real estate taxes | (4,897) | |
Non-operating income and expenses(1)(2) | (28,374) | |
Gain on real estate dispositions(3) | (21,397) | |
| |
| |
| Loss from discontinued operations, net of tax | $ | (22,957) | |
(1) Non-operating income and expenses includes depreciation and amortization, general and administrative expenses, interest income, and interest expense.
(2) Interest expense is allocated by first allocating secured debt to the relevant properties. Unsecured debt is then allocated using the total value of unencumbered income producing property, and allocated based on property classification.
(3) Represents the estimated gain on sale of the nine properties included in the First Closing, calculated as the estimated net proceeds of $472.9 million less the net book value of the assets of $451.5 million, both as described in Note A of the adjustments to the unaudited pro forma condensed consolidated balance sheet.