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What Happened to Griffin-American Healthcare REIT III and IV? A $10 Share Became 0.23 American Healthcare REIT Shares

By Jorge··17 min read
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Quick Answer

Griffin-American Healthcare REIT III and Griffin-American Healthcare REIT IV no longer exist under those names. On October 1, 2021, GAHR III merged into a subsidiary of GAHR IV, and GAHR IV (SEC CIK 1632970) renamed itself American Healthcare REIT, Inc. Each GAHR III share became 0.9266 GAHR IV Class I shares. On November 15, 2022 the company did a one-for-four reverse split, and on February 7, 2024 it began trading on the NYSE as AHR after an IPO at $12.00 a share, about 62% below its last estimated NAV of $31.40 (our arithmetic). Old Class T and Class I shares could not be sold on the exchange until they converted one-for-one on August 5, 2024. Put together, one $10.00 GAHR III share is now 0.23165 AHR shares and one $10.00 GAHR IV Class T share is 0.25 AHR shares (our arithmetic). At the $50.40 average price of AHR's May 2026 stock offering, the latest price in a filing we read (10-Q filed August 7, 2026), that is about $11.68 and $12.60. At the $12.00 IPO it was $2.78 and $3.00. Distributions took different paths: GAHR III paid $0.60 a year, cut it in April 2020 and paid nothing from June 2020 until the merger; GAHR IV cut to $0.40 a year and kept paying. AHR has paid $0.25 a quarter since Q1 2023.

Key Takeaways

  • GAHR III sold 184,930,598 shares at $10.00 in its 2014-2015 offering for $1,842,618,000 (2018 Form 10-K). GAHR IV sold 75,639,681 Class T and Class I shares from February 2016 to February 2019 for $754,118,000 (2020 Form 10-K). Class T was $10.00 and Class I was $9.30, later $9.21.
  • The two REITs handled COVID differently. GAHR III cut its distribution from $0.60 to $0.30 a year in April 2020, then suspended distributions, its DRIP and its share repurchase plan entirely after May 31, 2020. GAHR IV cut to $0.40 a year and kept paying through the merger.
  • Merger terms (October 1, 2021): 0.9266 GAHR IV Class I shares per GAHR III share. At GAHR IV's $9.22 NAV that was about $8.54 per GAHR III share, against GAHR III's own $8.55 NAV (our arithmetic). Former GAHR III holders owned about 68.7% of the combined company.
  • At the same closing the REIT bought its sponsor's business (the AHI Acquisition) for about 15,117,529 operating-partnership units worth approximately $131,674,000, using a reference value of $8.71 a unit, higher than the $8.55 NAV GAHR III holders were shown in March 2021.
  • The 1-for-4 reverse split on November 15, 2022 is why share counts and prices look different now: $9.29 of NAV before the split became $31.40 of NAV per post-split share by December 31, 2022. The IPO at $12.00 was 61.8% below that last NAV (our arithmetic).
  • Since listing, prices in AHR's own filings have climbed: about $23.55 in the September 2024 follow-on (our arithmetic from $471,236,000 for 20,010,000 shares), $48.00 in November 2025, $48.28 in April 2026 and $50.40 in May 2026. The 10-K's total-return table shows $100 at the February 7, 2024 listing worth $385.26 by December 31, 2025.
  • The REIT Merger was intended to be a tax-free reorganization in which GAHR III basis carried over. On our arithmetic, a $10.00 GAHR III share works out to a starting basis of about $43.17 per AHR share, and a $10.00 GAHR IV Class T share to $40.00, before any return-of-capital adjustments.

CSV · 83 rows

Griffin-American Healthcare REIT III and IV into American Healthcare REIT: offering, NAVs, distributions, redemption suspensions, merger, reverse split, listing and offering prices

83 rows from GAHR III's 10-Ks for 2015, 2018 and 2020 and its 8-Ks of April 2020, June 2020, March 2021 and October 2021; GAHR IV's 10-Ks for 2018 and 2020 and its April 2020 NAV 8-K; the July 2021 joint proxy statement/prospectus; and American Healthcare REIT's 8-Ks of October 2021, November 2022 and September 2026, its 10-Ks for 2021 through 2025, the February 2024 IPO prospectus and its 10-Q for the quarter ended June 30, 2026.

Two non-traded REITs, one family

Griffin-American Healthcare REIT III and IV were sold through brokers and advised by affiliates of the same two co-sponsors, American Healthcare Investors (Irvine, California) and Griffin Capital. Both owned healthcare real estate such as medical office buildings and senior housing; GAHR III also ran integrated senior health campuses through its majority-owned subsidiary, Trilogy Investors, LLC.

GAHR IIIGAHR IV
SEC filer (CIK)1566912 (deregistered Oct 2021)1632970 (now American Healthcare REIT)
Offering periodFeb 26, 2014 - Apr 22, 2015Feb 16, 2016 - Feb 15, 2019
Price per share$10.00 (DRIP $9.50)Class T $10.00; Class I $9.30, then $9.21; from Apr 11, 2018 $10.05 (T) and $9.65 (I)
Raised in the primary offering$1,842,618,000 (184,930,598 shares)$754,118,000 (75,639,681 shares)
Distribution before COVID$0.60 a year from May 14, 2014$0.60 a year from May 1, 2016
Holders of record (Jul 27, 2021)About 37,557About 14,251
Shares outstanding (Jul 27, 2021)192,564,47581,160,470

Neither paid distributions entirely from operations in every year. GAHR III funded $13,190,000 of its 2018 distributions, 11.0%, from borrowings. GAHR IV funded $5,396,000 of its 2019 distributions, 11.6%, from offering proceeds. Both 10-Ks say distributions above earnings and profits were a return of capital, which lowers your tax basis.

2020: the two REITs split apart

This is where an original GAHR III holder's record and an original GAHR IV holder's record start to differ.

DateGAHR IIIGAHR IV
Mar 31, 2020Distribution cut from $0.60 to $0.30 a year; repurchases suspended except death or disabilityDistribution cut from $0.60 to $0.40 a year; repurchases suspended except death or disability
Apr 2, 2020-NAV kept at $9.54, although the valuation firm's range was $9.28 to $9.99 with a $9.75 mid-point
May 29, 2020All distributions and the DRIP suspended after May 31 record dates; repurchases suspended for all requests, including death and disability; advisor defers 50% of its asset management fee for six monthsKeeps paying $0.40 a year
Mar 18, 2021NAV $8.55 (as of Sep 30, 2020)NAV $9.22 (as of Sep 30, 2020); DRIP suspended; repurchases suspended for requests after Feb 28, 2021

GAHR IV's April 2020 8-K says the board adopted $9.54 “rather than establishing $9.75, which is the mid-point of the range of values determined by JLLS in its Valuation Report”, because of COVID uncertainty. GAHR III went the other way: from June 2020 its holders received nothing and could not redeem. As of the July 2021 proxy, the board was still assessing when to reinstate distributions or the repurchase plan, and it never did before the merger. (Our redemption suspension tracker follows other vehicles that froze in the same period.)

The October 2021 merger: 0.9266 and the sponsor buyout

The merger agreement was signed on June 23, 2021, both sets of stockholders approved it on September 30, 2021, and it closed on October 1, 2021. Legally, GAHR IV was the survivor: GAHR III merged into GAHR IV's subsidiary Continental Merger Sub, LLC, and GAHR IV took the name American Healthcare REIT. Each GAHR III share became 0.9266 GAHR IV Class I shares.

Per original GAHR III shareValueBasis
GAHR III's own last NAV (Mar 18, 2021)$8.55GAHR III 8-K
0.9266 x GAHR IV NAV of $9.22About $8.54Our arithmetic
Reference value used to pay the sponsor$8.71 per unitGAHR III closing 8-K
Share of the combined companyAbout 68.7% for all GAHR III holdersJoint proxy statement

The same day the REIT became self-managed by acquiring the business of its advisor, the AHI Acquisition. The sponsors' holding company received about 15,117,529 operating-partnership units, valued at approximately $131,674,000 using a reference value of $8.71 a unit. The proxy said 34.739% of those units would go to Colony Capital and 23.000% to Griffin Capital. It also said GAHR III did not re-appraise its properties for that number, and that “the $8.71 reference value used for purposes of the Contribution Agreement should not be viewed as the amount an equityholder would receive”. Separately, the company may pay the sponsor a cash earnout tied to fees from a future fund; that earnout goes to the AHI side, not to stockholders.

What former GAHR III holders did get back after the merger was a distribution: as AHR stockholders they started receiving the $0.40-a-year rate (pre-split) with the October 2021 payment, and the repurchase plan was partly reopened for death and disability requests at NAV on October 4, 2021.

The reverse split, the $12 listing and the 180-day wait

DateEventPer original GAHR III sharePer original GAHR IV Class T share
Mar 24, 2022NAV $9.29 (as of Dec 31, 2021)$8.61 (0.9266 shares)$9.29 (1 share)
Nov 14, 2022Repurchase plan suspended for all requests; DRIP suspended--
Nov 15, 20221-for-4 reverse split0.23165 shares0.25 shares
Mar 15, 2023NAV $31.40 (as of Dec 31, 2022); quarterly distribution cut from $0.40 to $0.25$7.27$7.85
Feb 7, 2024NYSE listing; IPO of 64,400,000 shares at $12.00$2.78$3.00
Aug 5, 2024Class T and Class I convert one-for-one into listed AHR stockFirst day an old share could be sold on the NYSESame
Sep 20, 2024Follow-on: 20,010,000 shares for $471,236,000 (about $23.55 each)$5.46$5.89
May 2026Follow-on at an average gross price of $50.40$11.68$12.60

All per-share values in the last two columns are our arithmetic: the ratio of AHR shares times the price or NAV in that row.

The reverse split changed nothing about what you owned; it multiplied every per-share number by four. The listing did change things. The board had told holders in March 2023 that a share was worth an estimated $31.40, and eleven months later the company sold new shares to the public at $12.00, 61.8% below (our arithmetic). The old shares then sat in separate Class T and Class I lines that did not trade until August 5, 2024. That gap between the NAV and the first trade is common: our non-traded REIT listing discount ladder shows the same pattern at other REITs, and Peakstone, sponsored by the same Griffin Capital, listed further below its NAV.

The difference with AHR is what happened next. Every price we can read in AHR's own filings since then is higher: $28.05 average in the 2024 at-the-market program, $33.77 in 2025, $48.00 in the November 2025 offering, $48.28 for shares withheld for taxes in April 2026 and $50.40 in May 2026. AHR's 2025 10-K shows $100 invested at the February 7, 2024 listing worth $226.64 at the end of 2024 and $385.26 at the end of 2025, with dividends reinvested. Past prices are history, not a forecast.

What $10,000 at the offering became

$10,000 invested at $10.00GAHR III (from Jan 1, 2015)GAHR IV Class T (from Jan 1, 2017)
Original shares1,0001,000
AHR shares today231.65250
Value at the $12.00 IPO (Feb 2024)$2,780$3,000
Value at the $50.40 May 2026 offering price$11,675$12,600
Cash distributions through Q2 2026, if not reinvestedAbout $4,474About $3,925
Starting tax basis per AHR share (before return of capital)About $43.17$40.00

Everything in this table is our arithmetic from the rates in the filings. The distribution totals add each period at its stated rate: for GAHR III, the $0.60 annual rate for 2015 through March 2020, the $0.30 rate for April and May 2020, nothing from June 2020 to September 2021, then AHR's rates applied to 0.9266 shares (pre-split) and 0.23165 shares (post-split), ending with the $0.25 paid for Q2 2026. For GAHR IV, $0.60 a year for 2017 through March 2020, $0.40 a year from April 2020 to August 2021, the $0.0328767 September 2021 record-date payment, then AHR's rates on 0.25 shares. It does not include the $0.25 declared for Q3 2026 (payable about October 16, 2026) or the extra shares a DRIP participant received, and it ignores taxes and any broker commission. A buyer who paid the Class I price of $9.30 got about 1,075 shares for $10,000 and so about 269 AHR shares.

What a former GAHR III or GAHR IV holder can do with this

  • Find your share count. Divide your old GAHR III share count by 4 and multiply by 0.9266, or divide your GAHR IV count by 4. If your statement still shows the original shares, it predates the merger or the split. Since August 5, 2024, your shares trade on the NYSE as AHR through any brokerage account, so there is no repurchase plan to wait for; that plan was suspended for all requests from the fourth quarter of 2022.
  • Get the cost basis right before you sell. The joint proxy says a GAHR III holder generally recognized no gain or loss in the merger and carried the aggregate basis into the GAHR IV shares; the reverse split moves the same total basis onto a quarter of the shares. Distributions that were return of capital lower it further. At recent prices many original holders are above their original cost, so the basis on file decides how much gain is reported. Old non-traded holdings that moved between custodians can carry a missing or wrong basis; check yours against your purchase records.
  • Nothing extra is owed to stockholders that we found. The filings describe no contingent value rights or special payouts for former GAHR III or GAHR IV holders; the earnout in the AHI Acquisition is payable to the sponsor side. AHR's June 30, 2026 10-Q says it is not subject to any material litigation.
  • If you are deciding whether to keep the shares, treat it as a decision about a listed healthcare REIT that now pays $0.25 a quarter, not about the product you bought. The history above only tells you how you got here.

FAQ

Filing alert · free

An email when American Healthcare REIT (former GAHR III / GAHR IV) files with the SEC

When American Healthcare REIT (former GAHR III / GAHR IV) files: what changed, the one number that matters, and the accession number to check it yourself.

Sources, read on October 6, 2026: Griffin-American Healthcare REIT III's Forms 10-K for 2015 (accession 0001566912-16-000186), 2018 (0001566912-19-000017) and 2020 (0001566912-21-000017) its Form 15 of October 4, 2021 (0001566912-21-000079) and its 8-Ks of April 3, 2020 (0001566912-20-000018), June 4, 2020 (0001566912-20-000045), March 19, 2021 (0001566912-21-000010) and October 1, 2021 (0001566912-21-000075); Griffin-American Healthcare REIT IV's Forms 10-K for 2018 (0001632970-19-000034) and 2020 (0001632970-21-000028) and its 8-K of April 3, 2020 (0001632970-20-000018); the joint proxy statement/prospectus of July 30, 2021 (0001193125-21-230372); American Healthcare REIT's 8-Ks of October 1, 2021 (0001632970-21-000095), November 16, 2022 (0001632970-22-000088) and September 18, 2026 (0001193125-26-395604), its Forms 10-K for 2021 (0001632970-22-000020), 2022 (0001632970-23-000029), 2023 (0001632970-24-000039), 2024 (0001632970-25-000018) and 2025 (0001193125-26-082692), its IPO prospectus (0001193125-24-028519) and its Form 10-Q for the quarter ended June 30, 2026 (0001193125-26-340269). Share conversions, per-share values, discounts, distribution totals and tax-basis figures are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.

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