Chiron Real Estate (XRN) director granted 4,700 LTIP Units in lieu of cash fees

Rhea-AI Filing Summary

Fitzgerald Charles reported acquisition or exercise transactions in this Form 4 filing.

Chiron Real Estate Inc. director Fitzgerald Charles received a grant of 4,700 LTIP Units in Chiron Real Estate LP, the company’s operating partnership. All LTIP Units vest on May 20, 2027, assuming he continues to serve as a director through that date.

According to the partnership agreement, once vested and after achieving capital account parity, each LTIP Unit can be exchanged for cash or, at the issuer’s election, one share of common stock. A portion of this award reflects his choice to receive equity in place of cash director compensation, including an annual cash retainer of $60,000 and applicable committee fees.

Insights

Equity compensation analyst

Routine equity grant for director, partly replacing cash fees.

Director Fitzgerald Charles was granted 4,700 LTIP Units with an exercise price of $0.00. These units represent a right to receive cash or, at the issuer’s election, common stock on a one-for-one basis once certain conditions are met.

All LTIP Units vest on May 20, 2027, contingent on continued board service. A portion reflects his election to take equity instead of cash, including an annual cash retainer of $60,000 plus committee fees. This filing reflects standard non-employee director compensation rather than an open-market trade.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Fitzgerald Charles

Role null

Type	Security	Shares	Price	Value
Grant/Award	LTIP Unit (Right to Buy)	4,700	$0.00	--

Holdings After Transaction: LTIP Unit (Right to Buy) — 4,700 shares (Direct, null)

Footnotes (1)

1. Represents units of limited partnership interest ("LTIP Units") in Chiron Real Estate LP (the "OP"), the operating partnership of the Issuer. All of the LTIP Units vest on May 20, 2027, subject to the Reporting Person's continued service as a director on such date. The LTIP Units were issued pursuant to the Issuer's 2016 Equity Incentive Plan (as amended from time to time) and have no expiration date. As described in the OP's partnership agreement, vested LTIP Units that have achieved capital account parity may be exchanged at any time after vesting for cash or, at the election of the Issuer, for shares of Common Stock on a one-for-one basis. LTIP Units have no expiration date. A portion of the LTIP Units reported represents the Reporting Person's election to receive equity compensation in lieu of cash director compensation otherwise payable to non-employee directors, including the annual cash retainer of $60,000 and applicable committee fees.

Key Figures

LTIP Units granted: 4,700 units Total LTIP Units after grant: 4,700 units Cash retainer replaced by equity: $60,000 +1 more

4 metrics

LTIP Units granted 4,700 units Grant of LTIP Units to director on May 20, 2026

Total LTIP Units after grant 4,700 units Holdings following reported transaction

Cash retainer replaced by equity $60,000 Annual cash retainer elected as equity plus committee fees

Vesting date May 20, 2027 All LTIP Units vest on this date, subject to continued service

Key Terms

LTIP Units, capital account parity, Equity Incentive Plan

3 terms

LTIP Units financial

"Represents units of limited partnership interest ("LTIP Units") in Chiron Real Estate LP"

LTIP units are awards given to executives and employees as part of a long-term incentive plan; they act like deferred bonuses that convert into company shares or cash only if the business meets set performance or time requirements. Investors care because LTIP units tie management pay to future results, can increase the number of outstanding shares (dilution) when they vest, and create ongoing compensation expense that can affect earnings and shareholder value.

capital account parity financial

"vested LTIP Units that have achieved capital account parity may be exchanged"

Equity Incentive Plan financial

"issued pursuant to the Issuer's 2016 Equity Incentive Plan (as amended from time to time)"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fitzgerald Charles

(Last) (First) (Middle)

7373 WISCONSIN AVENUE, SUITE 800

(Street)

BETHESDA MARYLAND 20814

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Chiron Real Estate Inc. [ XRN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LTIP Unit (Right to Buy)(1)	(2)	05/20/2026		A		4,700(3)		(2)	(2)	Common Stock	4,700	$0	4,700	D

Explanation of Responses:

1. Represents units of limited partnership interest ("LTIP Units") in Chiron Real Estate LP (the "OP"), the operating partnership of the Issuer. All of the LTIP Units vest on May 20, 2027, subject to the Reporting Person's continued service as a director on such date. The LTIP Units were issued pursuant to the Issuer's 2016 Equity Incentive Plan (as amended from time to time) and have no expiration date.

2. As described in the OP's partnership agreement, vested LTIP Units that have achieved capital account parity may be exchanged at any time after vesting for cash or, at the election of the Issuer, for shares of Common Stock on a one-for-one basis. LTIP Units have no expiration date.

3. A portion of the LTIP Units reported represents the Reporting Person's election to receive equity compensation in lieu of cash director compensation otherwise payable to non-employee directors, including the annual cash retainer of $60,000 and applicable committee fees.

	/s/ Jamie Barber, as Attorney-in-Fact	05/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Chiron Real Estate (XRN) director Fitzgerald Charles receive in this Form 4?

He received a grant of 4,700 LTIP Units in Chiron Real Estate LP. These units are equity-based awards tied to the operating partnership and can later be exchanged for cash or common stock, subject to vesting and partnership agreement conditions.

When do the 4,700 LTIP Units for Chiron Real Estate (XRN) vest?

All 4,700 LTIP Units vest on May 20, 2027, if he continues serving as a director through that date. Vesting is a time-based condition, meaning the units only become fully earned and exchangeable after this service requirement is satisfied.

How can the LTIP Units reported for Chiron Real Estate (XRN) be settled?

Once vested and after achieving capital account parity, each LTIP Unit may be exchanged for cash or, at the issuer’s election, one share of common stock. This gives the company discretion to settle awards in either cash or equity, depending on its preferences.

Is the Chiron Real Estate (XRN) Form 4 transaction an open-market stock purchase or sale?

No, it is a grant of derivative securities as compensation, not a market trade. The director received 4,700 LTIP Units at a price of $0.00 per unit, reflecting an equity award rather than buying or selling shares on a stock exchange.

Why does the Chiron Real Estate (XRN) filing mention a $60,000 cash retainer?

The filing notes that part of the LTIP Units represent the director’s election to receive equity instead of cash. This includes an annual cash retainer of $60,000 and committee fees, effectively converting some regular cash board compensation into equity-based awards.

How many LTIP Units does the Chiron Real Estate (XRN) director hold after this grant?

Following the reported transaction, the director holds 4,700 LTIP Units. This total equals the number of units granted in the filing, since the Form 4 reflects a new award rather than a combination of grants and disposals.