11. Equity

Preferred Stock

Pursuant to our charter, we are authorized to issue 200,000,000 shares of our preferred stock, $0.01 par value per share. As of both June 30, 2026 and December 31, 2025, no shares of preferred stock were issued and outstanding.

Common Stock

Pursuant to our charter, as amended, we are authorized to issue 1,000,000,000 shares of our common stock, $0.01 par value per share. As of June 30, 2026 and December 31, 2025, we had 194,689,026 and 185,911,442 shares of our common stock issued and outstanding, respectively.

ATM Offerings

On August 8, 2025, we established an at-the-market, or ATM, equity offering program, or the 2025 ATM Offering, pursuant to which we offered to sell shares of our common stock for a maximum gross sales price of up to $1,000,000,000. On February 27, 2026, we terminated the 2025 ATM Offering, at which time, $230,140,000 in shares of our common stock remained unsold under such program. On February 27, 2026, concurrent with the termination of the 2025 ATM Offering, we entered into a new ATM equity offering program, or the 2026 ATM Offering, pursuant to which we may, from time to time, offer and sell shares of our common stock for a maximum gross sales price of up to $1,750,000,000. Shares sold through our 2025 ATM Offering and 2026 ATM Offering, or our ATM offering programs, were and are offered and sold in amounts determined by us from time to time, and are sold in negotiated transactions at market prices prevailing at the time of sale in accordance with Rule 415 under the Securities Act of 1933, as amended.

Our ATM offering programs allow us to enter into forward sale agreements which give us the ability to lock in a share price on the sale of common stock at or shortly after the time the forward sale agreement becomes effective, while postponing the receipt of proceeds from the sale of shares until a future date. We evaluated our forward sale agreements in accordance with Accounting Standards Codification, or ASC, Topic 815-40 and concluded that they meet the conditions to be classified within equity as of June 30, 2026. Shares issuable under a forward sale agreement are reflected in the diluted earnings per share calculations for the applicable periods using the treasury stock method.

Through June 30, 2026, we have entered into forward sale agreements pursuant to our ATM offering programs with maturities extending through July 10, 2027. For the three and six months ended June 30, 2026, we settled a total of 4,704,556 and 5,343,901 shares of common stock, respectively, under forward sale agreements for our ATM offering programs for gross proceeds of $228,663,000 and $259,737,000, respectively, at an average gross price of $48.60, before commissions, fees and other adjustments. As of June 30, 2026, a total of 14,774,944 shares of common stock remain unsettled under these agreements, representing approximately $742,193,000 in gross proceeds at an average gross price of $50.23 per share. Subsequent to June 30, 2026, we settled an additional 8,549,647 shares of common stock under forward sale agreements for our ATM offering programs for gross proceeds of $432,674,000, at an average gross price of $50.61 per share, before commissions, fees and other adjustments.

Follow-on Public Offerings

On November 24, 2025 and November 26, 2025, we completed a follow-on public offering, or the November 2025 Offering, for the sale of 9,315,000 shares of our common stock for gross proceeds of $447,120,000 at an average gross price of $48.00 per share, including the exercise in full of the underwriter’s option to purchase up to an additional 1,215,000 shares of common stock. In connection with the November 2025 Offering, we entered into forward sale agreements to postpone the delivery and settlement of such shares until a future date no later than May 20, 2027. For the six months ended June 30, 2026, we settled and issued all of the remaining 3,335,386 shares of common stock outstanding pursuant to such forward sale agreements for gross proceeds of $160,099,000 at a gross price of $48.00 per share, before commissions, fees and other adjustments.

On May 22, 2026 and May 28, 2026, we completed an additional follow-on public offering, or the May 2026 Offering, for the sale of 16,100,000 shares of our common stock for gross proceeds of $811,440,000 at an average gross price of $50.40 per share, including the exercise in full of the underwriter’s option to purchase up to an additional 2,100,000 shares of common stock. In connection with the May 2026 Offering, we entered into forward sale agreements to postpone the delivery and settlement of shares until a future date no later than May 20, 2028. We did not settle or issue any shares of common stock pursuant to such forward sale agreements for the three and six months ended June 30, 2026. Subsequent to June 30, 2026, we settled 14,784,703 shares of common stock under such forward sale agreements for gross proceeds of $745,149,000 at a gross price of $50.40 per share, before other adjustments.

Equity Compensation Plans

AHR Incentive Plan

Pursuant to our Second Amended and Restated 2015 Incentive Plan, or the AHR Incentive Plan, our board of directors (with respect to options and restricted shares of common stock granted to independent directors) or our compensation committee (with respect to any other award) may grant options, restricted shares of common stock, stock purchase rights, stock appreciation rights or other awards to our independent directors, officers, employees and consultants. The AHR Incentive Plan terminates on June 15, 2033, and the maximum number of shares of our common stock that may be issued pursuant to such plan is 4,000,000 shares.

Restricted common stock

Pursuant to the AHR Incentive Plan, we may grant shares of our restricted common stock, or RSAs, as defined in the AHR Incentive Plan, to our independent directors in connection with their initial election or re-election to our board or in consideration of their past services rendered, as well as to certain executive officers and key employees. Our RSAs generally have a vesting period between one to four years and are subject to continuous service through the vesting dates.

Restricted stock units

Pursuant to the AHR Incentive Plan, we may grant to our executive officers and certain employees performance-based restricted stock units, or PBUs, and/or time-based restricted stock units, or TBUs, which represent the right to receive shares of our common stock upon vesting. PBUs and TBUs are collectively referred to as RSUs. RSUs granted to executive officers and employees generally have a vesting period of up to three years and are subject to continuous service through the vesting dates and performance conditions, as applicable.

The total fair value of the RSAs and RSUs granted pursuant to the AHR Incentive Plan during the six months ended June 30, 2026 and 2025 was $13,991,000 and $12,071,000, respectively. For the three months ended June 30, 2026 and 2025, we recognized stock compensation expense related to such awards of $4,387,000 and $3,170,000, respectively, and for the six months ended June 30, 2026 and 2025, we recognized stock compensation expense related to such awards of $7,806,000 and $5,699,000, respectively. Stock compensation expense is recognized over the requisite service or performance period and is included in general and administrative expenses in our accompanying condensed consolidated statements of operations and comprehensive income. As of June 30, 2026, we had $25,626,000 of total unrecognized stock compensation expense related to nonvested RSAs and RSUs, which we expect to recognize over a weighted average period of 1.8 years. A summary of the status of our nonvested RSAs and RSUs pursuant to the AHR Incentive Plan as of June 30, 2026 and December 31, 2025, and the changes for the six months ended June 30, 2026, is presented below:

Employee Stock Purchase Plan

Pursuant to our 2024 Employee Stock Purchase Plan, or the ESPP, eligible employees may purchase shares of our common stock at a purchase price equal to the lesser of 85.0% of the fair market value of a share on the applicable enrollment date for such offering period or on the applicable exercise date. The maximum number of shares of our common stock that may be issued pursuant to the ESPP is 1,000,000 shares. For the six months ended June 30, 2026, employees purchased and we issued 4,396 shares under the ESPP and 985,525 shares remained available for future issuance. As of December 31, 2025, 10,079 shares were purchased and issued under the ESPP.

Manager Equity Plan

We adopted the 2025 Manager Equity Plan, or the Manager Plan, to align the incentives of our external third-party RIDEA managers with the overall success of our business by issuing equity-based incentives to such RIDEA managers. Pursuant to the Manager Plan, we may issue shares of our common stock to the RIDEA managers, which they may in turn issue to their directors, officers, employees, advisors or consultants. The maximum number of shares of our common stock that may be issued pursuant to the Manager Plan is 1,000,000 shares. The Manager Plan allows for the grant of stock options, stock appreciation rights, restricted stock, RSUs and other equity-based awards. We have granted TBUs and PBUs to one of our RIDEA managers pursuant to the Manager Plan. Such RSUs have a vesting period of up to three years and are subject to continuous service through the vesting dates and any performance conditions, as applicable.

We did not grant any equity-based awards pursuant to the Manager Plan during the six months ended June 30, 2025. The total fair value of the RSUs granted pursuant to the Manager Plan during the six months ended June 30, 2026 was $4,270,000. Stock compensation expense related to such awards for the three and six months ended June 30, 2026, was $1,349,000 and $2,756,000, respectively. As of June 30, 2026, we had $9,890,000 of total unrecognized stock compensation expense related to nonvested RSUs, which we expect to recognize over a weighted average period of 2.0 years. Stock compensation expense is recognized over the requisite service or performance period and is included in general and administrative expenses in our accompanying condensed consolidated statements of operations and comprehensive income. A summary of the status of our nonvested RSUs pursuant to the Manager Plan as of June 30, 2026 and December 31, 2025, and the changes for the six months ended June 30, 2026, is presented below: