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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 5, 2026 (October 1, 2026)
Chiron Real Estate Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Maryland | 001-37815 | 46-4757266 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
7373 Wisconsin Avenue, Suite 800
Bethesda, MD
20814
(Address of Principal Executive Offices)
(Zip Code)
(202) 524-6851
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former name or former address, if changed since last report)
______________________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | | | | |
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class: | | Trading Symbols: | | Name of each exchange on which registered: |
| Common Stock, par value $0.001 per share | | XRN | | NYSE |
| Series A Preferred Stock, par value $0.001 per share | | XRN PrA | | NYSE |
| Series B Preferred Stock, par value $0.001 per share | | XRN PrB | | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o
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 13(a) of the Exchange Act. o
Item 2.01 Completion of Acquisition or Disposition of Assets.
On October 5, 2026, Chiron Real Estate Inc. (the "Company") filed with the Securities and Exchange Commission a Current Report on Form 8-K (the "Initial 8-K") to disclose that the Company had, on October 1, 2026, completed its acquisition of The Pinnacle North Bethesda ("The Pinnacle"), a senior housing community located in North Bethesda, Maryland for $173.2 million per the agreement.
This Current Report on Form 8-K/A amends the Initial 8-K to include the required financial information related to its acquisition of The Pinnacle and should be read in conjunction with the Initial 8-K.
Item 8.01 Other Events.
In connection with this amendment, the Company is providing additional information regarding The Pinnacle, which opened in June 2026 and was in the early stages of lease-up as of the October 1, 2026 acquisition date. Because The Pinnacle had limited pre-acquisition operating history, the Company is providing, as Exhibit 99.1 to this Current Report on Form 8-K/A, an audited Statement of Assets Acquired and Liabilities Assumed of The Pinnacle as of October 1, 2026, together with the following supplemental unaudited operating information for the period from January 1, 2026 through October 1, 2026:
| | | | | |
| Occupancy rates at each quarter end and lease-up progress | 5% as of June 30, 2026; 31% as of September 30, 2026 and October 1, 2026 |
| Number of leased units | 54 leased units as of October 1, 2026 |
| Average monthly rent per unit | $12,369 per unit as of October 1, 2026 |
| Operating income or loss | Loss of $1.5 million for the nine months ended October 1, 2026 |
| Qualitative stabilization expectations | Management expects stabilization at a yield-on-cost of greater than 7% in 2029. |
This Item 8.01 contains forward-looking statements within the meaning of the federal securities laws, including statements regarding expected stabilization, anticipated yield-on-cost and other expectations regarding the future performance of The Pinnacle. These forward-looking statements are based on the Company’s current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including risks related to lease-up activity, occupancy levels, operating costs, market conditions, resident demand, integration of the acquired properties and other risks described in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements, except as required by law.
The information included in this Item 8.01 shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, except to the extent expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The financial statements that are required to be filed pursuant to this item are being filed with this amendment on Form 8-K/A.
(b) Pro Forma Financial Information
The pro forma financial information that is required to be filed pursuant to this item are being filed with this amendment on Form 8-K/A.
(d) Exhibits
23.1 Consent of Deloitte & Touche LLP for the financial statements of The Pinnacle
99.1 Audited Statement of Assets Acquired and Liabilities Assumed – The Pinnacle
•Independent Auditor’s Report
•Statement of Assets Acquired and Liabilities Assumed as of October 1, 2026
•Notes to the Statement of Assets Acquired and Liabilities Assumed
99.2 Pro Forma Financial Information
•Unaudited Pro Forma Condensed Combined Financial Information of Chiron Real Estate Inc.
◦Pro Forma Condensed Combined Financial Statements
◦Pro Forma Condensed Combined Balance Sheet as of June 30, 2026
◦Notes to Pro Forma Condensed Combined Balance Sheet
◦Pro Forma Condensed Combined Statement of Operations for the six months ended June 30, 2026
◦Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2025
◦Notes to Pro Forma Condensed Combined Statement of Operations
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| Chiron Real Estate Inc. |
| | |
| By: | /s/ Jamie A. Barber |
| | Jamie A. Barber |
| | Secretary and General Counsel |
Date: November 5, 2026
STATEMENT OF ASSETS ACQUIRED AND LIABILITIES ASSUMED OF
THE PINNACLE NORTH BETHESDA
As of October 1, 2026
INDEX TO STATEMENT OF ASSETS ACQUIRED AND
LIABILITIES ASSUMED OF
THE PINNACLE NORTH BETHESDA
| | | | | |
Independent Auditor’s Report | 3 |
Statement of Assets Acquired and Liabilities Assumed | 5 |
Notes to the Statement of Assets Acquired and Liabilities Assumed | 6 |
INDEPENDENT AUDITOR'S REPORT
To Chiron Real Estate Inc.
Opinion
We have audited the statement of assets acquired and liabilities assumed of The Pinnacle North Bethesda (the “Company”) as of October 1, 2026, and the related notes (collectively referred to as the "statement") pursuant to the Purchase Agreement between Silverstone Bethesda Owner, LLC and XRN Bethesda, LLC (a subsidiary of Chiron) dated May 6, 2026 (the "Purchase Agreement"), as discussed in Note 1 to the statement.
In our opinion, the accompanying statement presents fairly, in all material respects, the assets acquired and liabilities assumed of the Company as of October 1, 2026, pursuant to the Purchase Agreement described in Note 1 to the statement, in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Statement section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Basis of Accounting
We draw attention to Note 2 to the statement, which describes that the accompanying statement was prepared for the purposes of complying with the rules and regulations under Rule 3-05 of Regulation S-X promulgated under the Securities Act of 1933, in accordance with a request for relief granted by the Securities and Exchange Commission. It is not intended to be a complete presentation of the Company’s financial position. As a result, the statement may not be suitable for another purpose. Our opinion is not modified with respect to this matter.
Responsibilities of Management for the Statement
Management is responsible for the preparation and fair presentation of the statement in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the statement, so that it is free from material misstatement, whether due to fraud or error.
In preparing the statement, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for one year after the date that the statement is issued.
Auditor's Responsibilities for the Audit of the Statement
Our objectives are to obtain reasonable assurance about whether the statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the statement.
In performing an audit in accordance with GAAS, we:
•Exercise professional judgment and maintain professional skepticism throughout the audit.
•Identify and assess the risks of material misstatement of the statement, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the statement.
•Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed.
•Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the statement.
•Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time.
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
/s/ Deloitte & Touche LLP
McLean, VA
November 5, 2026
THE PINNACLE NORTH BETHESDA
STATEMENT OF ASSETS ACQUIRED AND LIABILITIES ASSUMED
| | | | | | | | | | | | | | |
| | | | As of |
| In Thousands | | Notes | | October 1, 2026 |
| ASSETS ACQUIRED | | | | |
| Other assets | | 2 | | $ | 404 | |
| Investment in real estate, net | | 3 | | 178,210 | |
| Total Assets Acquired | | | | $ | 178,614 | |
| | | | |
| LIABILITIES ASSUMED | | | | |
| Other liabilities | | 4 | | 542 | |
| Total Liabilities Assumed | | | | $ | 542 | |
| | | | |
| Net Assets Acquired | | | | $ | 178,072 | |
See accompanying notes to the Statement of Assets Acquired and Liabilities Assumed
THE PINNACLE NORTH BETHESDA
NOTES TO STATEMENT OF ASSETS ACQUIRED AND LIABILITIES ASSUMED
(in thousands)
Note 1 – Description of the Business
The Pinnacle North Bethesda (the “Company” or “The Pinnacle”) is a newly constructed senior housing community located at 11555 Old Georgetown Road in North Bethesda, Maryland. The community opened and commenced lease-up in June 2026 and, as of October 1, 2026, consisted of 175 homes (88 independent living, 59 assisted living, and 28 memory care). As of October 1, 2026, 54 of the 175 homes were occupied, representing an occupancy rate of approximately 31%.
On October 1, 2026 (the “acquisition date”), Chiron Real Estate Inc., through one or more subsidiaries, acquired The Pinnacle for $173.2 million per the agreement, and incurred acquisition costs of $5.0 million. The accompanying Statement of Assets Acquired and Liabilities Assumed (the “Statement”) presents the assets acquired and liabilities assumed in connection with the acquisition as of October 1, 2026.
| | | | | |
| Acquisition price per the agreement | $ | 173,191 | |
| Acquisition costs (capitalized) | 5,019 | |
| Working capital adjustment, per the agreement | (138) | |
| Purchase price | $ | 178,072 | |
The community is operated as a senior housing operating property (“SHOP”). Following the acquisition, revenues are expected to be generated primarily from resident fees and services, including amounts earned under resident agreements for monthly rental charges, care and healthcare-related services, and other ancillary resident care. Resident fees and services are expected to be billed monthly based on contracted rates set forth in the resident agreements and recognized as the related performance obligations are satisfied. The community includes resident homes and related common areas, site improvements, furniture, fixtures and equipment.
The Company utilizes an independent third-party operator to manage the day-to-day operations of the community pursuant to a management agreement. The operator is responsible for staffing, resident care, marketing, billing and collections support, maintenance, compliance with applicable laws and regulations, and preparation of property-level operating information. The Company retains oversight and approval rights over significant operating and capital matters.
Note 2 – Summary of Significant Accounting Policies
Basis of presentation
The accompanying Statement presents the assets acquired and liabilities assumed of The Pinnacle as of October 1, 2026. The Statement has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for the purpose of complying with Rule 3-05 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Pursuant to the SEC staff’s waiver relief under Rule 3-13 of Regulation S-X, the Statement is being provided in lieu of the historical financial statements otherwise required under Rule 3-05 of Regulation S-X.
The Statement is not intended to present the Company’s complete financial position, results of operations, changes in equity, or cash flows in accordance with GAAP on a standalone basis. No historical revenues or expenses are presented because the Statement is limited to the assets acquired and liabilities assumed as of the acquisition date and, prior to the community’s opening in June 2026, there were no relevant operations to report.
The acquisition of The Pinnacle was accounted for as an asset acquisition. Refer to Note 3 – “Investment in Real Estate” for additional details.
Use of estimates
The preparation of the Statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet date. Actual results could differ from those estimates.
Other assets
Other assets of $404 consist of $213 of right-of-use assets, $119 of prepaid real estate tax, $42 of prepaid payroll liabilities, $19 of prepaid insurance and other contracts, and $11 of inventory. Prepaid expenses are expensed over the related service or coverage period. Inventory is stated at the lower of cost or net realizable value and is expected to be used in the operation of the community.
Fair value of financial instruments
Fair value is a market-based measurement and should be determined based on the assumptions that market participants would use in pricing an asset or liability. In accordance with Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures,” the valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of the fair value hierarchy are as follows:
Level 1 - Inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets;
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument; and
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The Company considers the fair value of other assets and other liabilities approximates their carrying value at the date of acquisition due to their short maturities and/or because their terms are similar to market terms. Level 1 and Level 2 inputs are utilized to estimate the fair value of these financial instruments. The fair value measurements related to the investment in real estate assets acquired involve significant judgment and use valuation techniques that incorporate both observable and unobservable inputs, including market data such as rent and sales comparables and broker indications, as well as projected cash flows, occupancy assumptions, capitalization and discount rates, and third-party valuation analyses. Because certain unobservable inputs are significant to the fair value measurements, the investment in real estate assets is categorized within Level 3 of the fair value hierarchy.
Regulatory environment
The community is subject to federal, state, and local laws and regulations applicable to senior housing communities, including requirements related to licensure, resident care, staffing, health and safety, building operations, and privacy. Compliance with these laws and regulations is monitored by the operator and management. Costs of compliance are expensed as incurred.
Note 3 – Investment in Real Estate
The acquisition of The Pinnacle was accounted for as an asset acquisition in accordance with ASC Topic 805-50 “Acquisition of Assets Rather Than a Business”, and accordingly, acquisition costs were capitalized as part of the transaction. The total cost of the acquisition, including capitalized transaction costs of $5,019, was allocated to the identifiable tangible and intangible assets acquired (including land, building, site improvements, furniture, fixtures and equipment, and resident agreements in-place intangibles) and liabilities assumed based on their relative fair values as of the acquisition date, as determined in accordance with ASC Topic 820 using available market data,
property-level information, rent and sales comparables, projected cash flows, cost information, broker indications, and third-party valuation analyses, as applicable. The determination of relative fair value involves significant judgment and estimates and could change if additional information becomes available.
Tangible assets acquired
The estimated fair value used in the relative fair value allocation for land was determined using a sales comparison approach based on comparable land sales adjusted for relevant market and property-specific factors. The estimated fair value used in the relative fair value allocation for the building was supported by an income approach and a cost approach, including projected cash flows, market rent, occupancy assumptions, capitalization and discount rates, replacement cost information, and the property’s newly constructed condition. Site improvements were valued using a cost approach based on replacement cost new less depreciation. Furniture, fixtures and equipment were valued using a cost approach based on actual cost information and estimated remaining useful life.
Depreciation of the building, site improvements, and furniture, fixtures and equipment will be computed using the straight-line method over the estimated remaining useful lives of the related assets. Land is not depreciated.
The estimated remaining useful lives used in the allocation were approximately 60 years for the building, reflecting the property's newly constructed condition, 23 years for site improvements, and 10 years for furniture, fixtures and equipment.
Intangible assets acquired
The Company recorded an acquired lease intangible for resident agreements in-place as of the acquisition date. The estimated fair value used in the relative fair value allocation for the resident agreements in-place intangible asset was based on the origination costs and foregone revenue associated with achieving the occupied unit base in place as of October 1, 2026, including resident origination, marketing, administrative, and related costs during the expected lease-up period.
The intangible asset is finite-lived with an estimated useful life of approximately two years, representing the weighted average estimated length of stay across the property’s resident care types (independent living, assisted living, and memory care) as of the acquisition date. This estimate was derived based on historical resident tenure data and is consistent with the Company’s policy for acquisitions involving similar senior living care types. The asset will be amortized on a straight-line basis over its estimated useful life. As of October 1, 2026, the gross carrying amount of the resident agreements in-place intangible asset was $605, with no accumulated amortization recognized as of the acquisition date.
The following table presents the relative fair values assigned to investment in real estate acquired:
| | | | | | | | |
| | As of |
| In Thousands | | October 1, 2026 |
| Land | | $ | 11,822 | |
| Building | | 161,227 | |
| Furniture, fixtures and equipment | | 4,228 | |
| Site improvements | | 328 | |
| Acquired lease intangibles | | 605 | |
| Total investment in real estate | | $ | 178,210 | |
Note 4 – Liabilities Assumed
Other liabilities of $542 consist of resident deposits and refunds payable of $329, and operating lease liabilities related to equipment leases assumed in connection with the acquisition of $213. Resident deposits and refunds payable represent amounts owed to residents or prospective residents in accordance with applicable resident
agreements. The liabilities represent future lease payments due under the related lease arrangements as of October 1, 2026.
Note 5 – Subsequent Events
Management evaluated subsequent events through November 5, 2026, the date the Statement was available to be issued, and determined that no events or transactions occurred that required recognition or disclosure in the Statement.
Table of Contents
| | | | | |
| Unaudited Pro Forma Condensed Combined Financial Information of Chiron Real Estate Inc. | 2 |
| |
| Pro Forma Condensed Combined Financial Statements | |
| Pro Forma Condensed Combined Balance Sheet as of June 30, 2026 | 4 |
| Notes to Pro Forma Condensed Combined Balance Sheet | 5 |
| Pro Forma Condensed Combined Statement of Operations for the six months ended June 30, 2026 | 6 |
| Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2025 | 7 |
| Notes to Pro Forma Condensed Combined Statement of Operations | 8 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF CHIRON REAL ESTATE INC.
On June 1, 2026, Chiron Real Estate Inc. (the “Company”) acquired two senior housing communities located in Alexandria, Virginia: The Landing Alexandria (“The Landing”) and The Riviera Alexandria (“The Riviera”). The Company acquired The Landing from Silverstone Alexandria Owner, LLC for a purchase price of $130.0 million and The Riviera from Silverstone Alexandria II Owner, LLC for a purchase price of $118.9 million. The Landing consists of 163 homes offering independent living, assisted living and memory care services, and The Riviera consists of 129 homes offering independent living services. The acquisitions of The Landing and The Riviera were previously reported in the Company's Current Report on Form 8-K/A filed with the U.S. Securities and Exchange Commission (“SEC”) on August 17, 2026. The annual and interim historical financial statements of The Landing and the statement of assets acquired and liabilities assumed of The Riviera included in that filing are incorporated herein by reference.
On October 1, 2026, the Company acquired a senior housing community located in North Bethesda, Maryland (“The Pinnacle” and, together with The Landing and The Riviera, the “Communities”) from Silverstone Bethesda Owner, LLC for a purchase price of $173.2 million. The Pinnacle consists of 175 homes offering independent living, assisted living and memory care services.
The historical financial information of The Landing was derived from (i) the audited financial statements as of and for the year ended December 31, 2025 and the unaudited interim financial statements for the three months ended March 31, 2026, incorporated herein by reference from Exhibit 99.1 of the Company's Current Report on Form 8-K/A filed with the SEC on August 17, 2026, and (ii) unaudited financial information of The Landing for the period from April 1, 2026 through May 31, 2026. The historical financial information of The Riviera was derived from the statement of assets acquired and liabilities assumed of The Riviera as of June 1, 2026, incorporated herein by reference from Exhibit 99.2 of the Company's Current Report on Form 8-K/A filed with the SEC on August 17, 2026. The historical financial information of The Pinnacle was derived from the statement of assets acquired and liabilities assumed of The Pinnacle as of October 1, 2026, included as Exhibit 99.1 to this Current Report on Form 8-K/A.
Each of the acquisitions was funded using borrowings under the Company's unsecured revolving credit facility. The acquisitions of The Landing and The Riviera and their related borrowings are reflected in the Company's historical consolidated balance sheet as of June 30, 2026. The acquisition of The Pinnacle was funded through incremental borrowings of $178.1 million drawn under the unsecured revolving credit facility, which are reflected as a pro forma adjustment to the unaudited pro forma condensed combined balance sheet as if the borrowings had been outstanding as of June 30, 2026.
The Company operates the Communities as senior housing operating property (“SHOP”) assets, and a taxable REIT subsidiary of the Company entered into a management agreement with an affiliate of Greystone Communities (“Greystone”), a third-party operator, to manage the day-to-day operations of the Communities.
The accompanying unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined balance sheet as of June 30, 2026 gives effect to the acquisition of The Pinnacle as if it had occurred on June 30, 2026. Because the acquisitions of The Landing and The Riviera were completed on June 1, 2026, those acquisitions are already reflected in Chiron’s historical consolidated balance sheet as of June 30, 2026 and, accordingly, no separate pro forma balance sheet adjustments are presented for those acquisitions. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026 and the year ended December 31, 2025 reflect only The Landing's historical results, giving effect to the acquisition of The Landing as if it had occurred on January 1, 2025, the beginning of the earliest period presented. Based upon relief granted by the SEC under Rule 3-13 of Regulation S-X, the Company was permitted to substitute a statement of assets acquired and liabilities assumed in lieu of full historical financial statements for each of The Riviera and The Pinnacle, and accordingly, the SEC did not require the Company to provide historical Statements of Operations for The Riviera or The Pinnacle. Therefore, the results of operations of The Riviera and The Pinnacle are excluded from the unaudited pro forma condensed combined statements of operations.
The unaudited pro forma condensed combined financial information has been prepared by the Company in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and reflects estimates and assumptions deemed appropriate by the Company’s management to give effect to the acquisition of the Communities. The Company determined that the acquired assets and assumed liabilities did not meet the definition of a business under U.S. GAAP and, accordingly, accounted for the acquisitions as asset acquisitions in accordance with ASC Topic 805-50 “Acquisition of Assets Rather Than a Business.” Under this model, the total cost of each acquisition, including capitalized transaction costs, was allocated to the identifiable assets acquired and liabilities assumed based on their relative fair values as of the respective acquisition dates. The unaudited pro forma condensed combined financial information includes adjustments that reflect the accounting for the acquisitions of the Communities in accordance with U.S. GAAP. Refer to the notes to the unaudited pro forma financial information for additional information regarding the basis of presentation and pro forma adjustments.
The unaudited pro forma condensed combined financial information is based on available information and assumptions that management believes are reasonable and factually supportable. The unaudited pro forma condensed combined financial information does not purport to represent what the Company's actual financial position or results of operations would have been had the acquisitions occurred on the dates indicated, nor is it intended to be indicative of the Company's future financial position or results of operations.
The unaudited pro forma condensed combined financial information and the accompanying notes should be read in conjunction with the following:
•The Company's Annual Report on Form 10-K for the year ended December 31, 2025;
•The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026;
•The Company's Current Report on Form 8-K filed with the SEC on May 6, 2026;
•The Company's Current Report on Form 8-K filed with the SEC on June 2, 2026, and as amended on August 17, 2026;
•The Company's Current Report on Form 8-K filed with the SEC on October 5, 2026; and
•The statement of assets acquired and liabilities assumed of The Pinnacle included as Exhibit 99.1 to this Current Report on Form 8-K/A.
CHIRON REAL ESTATE INC.
Unaudited Pro Forma Condensed Combined Balance Sheet
As of June 30, 2026
(Unaudited and in thousands, except par values)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Chiron Real Estate Inc. (1) | | The Pinnacle
(2) | | | Transaction Accounting Adjustments | | Debt Financing | | | Pro Forma Chiron Real Estate Inc. |
| Assets | | | | | | | | | | | | |
| Investment in real estate: | | | | | | | | | | | | |
| Land | | $ | 184,445 | | | $ | 11,822 | | (3) | | $ | — | | | $ | — | | | | $ | 196,267 | |
| Building | | 1,140,464 | | | 161,227 | | (3) | | — | | | — | | | | 1,301,691 | |
| Furniture, fixtures and equipment | | 5,936 | | | 4,228 | | (3) | | — | | | — | | | | 10,164 | |
| Site improvements | | 24,667 | | | 328 | | (3) | | — | | | — | | | | 24,995 | |
| Tenant improvements | | 69,680 | | | — | | (3) | | — | | | — | | | | 69,680 | |
| Acquired lease intangible assets | | 140,461 | | | 605 | | (3) | | — | | | — | | | | 141,066 | |
| | 1,565,653 | | | 178,210 | | | | — | | | — | | | | 1,743,863 | |
| Less: accumulated depreciation and amortization | | (315,923) | | | — | | | | — | | | — | | | | (315,923) | |
| Investment in real estate, net | | 1,249,730 | | | 178,210 | | | | — | | | — | | | | 1,427,940 | |
| Cash and cash equivalents | | 10,658 | | | — | | | | (178,072) | | (4) | 178,072 | | (4) | | 10,658 | |
| Restricted cash | | 2,263 | | | — | | | | — | | | — | | | | 2,263 | |
| Real estate loans receivable, net | | 3,024 | | | — | | | | — | | | — | | | | 3,024 | |
| Tenant receivables, net | | 6,787 | | | — | | | | — | | | — | | | | 6,787 | |
| Due from related parties | | 728 | | | — | | | | — | | | — | | | | 728 | |
| Escrow deposits | | 2,300 | | | — | | | | — | | | — | | | | 2,300 | |
| Deferred assets | | 22,041 | | | — | | | | — | | | — | | | | 22,041 | |
| Derivative assets | | 10,898 | | | — | | | | — | | | — | | | | 10,898 | |
| Goodwill | | 5,903 | | | — | | | | — | | | — | | | | 5,903 | |
| Investment in unconsolidated joint ventures | | 32,591 | | | — | | | | — | | | — | | | | 32,591 | |
| Other assets | | 24,855 | | | 404 | | | | — | | | — | | | | 25,259 | |
| Total assets | | $ | 1,371,778 | | | $ | 178,614 | | | | $ | (178,072) | | | $ | 178,072 | | | | $ | 1,550,392 | |
| | | | | | | | | | | | |
| Liabilities and Equity | | | | | | | | | | | | |
| Liabilities: | | | | | | | | | | | | |
| Credit Facility, net of unamortized debt issuance costs of $8,979 at June 30, 2026 | | $ | 632,021 | | | $ | — | | | | $ | — | | | $ | 178,072 | | (5) | | $ | 810,093 | |
| Notes payable, net of unamortized debt issuance costs of $0 at June 30, 2026 | | 1,096 | | | — | | | | — | | | — | | | | 1,096 | |
| Accounts payable and accrued expenses | | 20,970 | | | — | | | | — | | | — | | | | 20,970 | |
| Dividends payable | | 8,906 | | | — | | | | — | | | — | | | | 8,906 | |
| Security deposits | | 3,287 | | | — | | | | — | | | — | | | | 3,287 | |
| Other liabilities | | 17,617 | | | 542 | | | | — | | | — | | | | 18,159 | |
| Acquired lease intangible liability, net | | 3,816 | | | — | | | | — | | | — | | | | 3,816 | |
| Total liabilities | | 687,713 | | | 542 | | | | — | | | 178,072 | | | | 866,327 | |
| Commitments and Contingencies | | | | | | | | | | | | |
| Equity: | | | | | | | | | | | | |
| Preferred stock, $0.001 par value, 10,000 shares authorized; 6,155 shares issued and outstanding at June 30, 2026 (liquidation preference of $228,875) | | 220,225 | | | — | | | | — | | | — | | | | 220,225 | |
| Common stock, $0.001 par value, 100,000 shares authorized; 13,235 shares issued and outstanding at June 30, 2026 | | 13 | | | — | | | | — | | | — | | | | 13 | |
| Additional paid-in capital | | 729,514 | | | — | | | | — | | | — | | | | 729,514 | |
| Accumulated deficit | | (303,703) | | | — | | | | 690 | | (6) | — | | | | (303,013) | |
| Accumulated other comprehensive income | | 10,898 | | | — | | | | — | | | — | | | | 10,898 | |
| Net assets acquired | | — | | | 178,072 | | | | (178,072) | | | — | | | | — | |
| Total Chiron Real Estate Inc. stockholders' equity | | 656,947 | | | 178,072 | | | | (177,382) | | | — | | | | 657,637 | |
| Noncontrolling interest | | 27,118 | | | — | | | | (690) | | (6) | — | | | | 26,428 | |
| Total equity | | 684,065 | | | 178,072 | | | | (178,072) | | | — | | | | 684,065 | |
| Total liabilities and equity | | $ | 1,371,778 | | | $ | 178,614 | | | | $ | (178,072) | | | $ | 178,072 | | | | $ | 1,550,392 | |
Notes and Management Assumptions:
(1)Chiron’s unaudited historical consolidated balance sheet as of June 30, 2026 as derived from the Company’s Quarterly Report on Form 10-Q for the three and six months ended June 30, 2026 filed with the SEC on August 10, 2026.
(2)Represents the statement of assets acquired and liabilities assumed of The Pinnacle as of October 1, 2026, as included elsewhere in this Current Report on Form 8-K/A.
(3)The allocation of the purchase price for The Pinnacle is based on the estimated fair value of the assets acquired which are presented on the face of the pro forma balance sheet. The total consideration of $178.1 million was paid in cash to complete the transaction. This includes an estimated $5.0 million of capitalized costs. These assets are expected to be depreciated or amortized based on the useful lives disclosed below.
The purchase price allocation includes significant depreciable and amortizable assets, including building, site improvements, furniture, fixtures and equipment, and acquired lease intangible assets. Depreciation and amortization of these assets reflected in the unaudited pro forma condensed combined statements of operations was calculated on a straight-line basis over the estimated useful lives or amortization periods assigned to the respective assets. The following table shows the expected useful lives of significant assets acquired:
| | | | | | | | |
| | Estimated Useful Life |
| Asset Category | | The Pinnacle |
| Land | | N/A |
| Building | | 60 years |
| Furniture, fixtures and equipment | | 10 years |
| Site improvements | | 23 years |
| Acquired lease intangibles | | 2 years |
The pro forma Transaction Accounting Adjustments column reflects the cash payment of $178,072 as total consideration for the acquisition of The Pinnacle, offset by the elimination of The Pinnacle's net assets of $178,072.
(4)These amounts represent the following adjustments:
a.Payment of $178,072 in cash as consideration for the acquisition of The Pinnacle.
b.Receipt of $178,072 in cash proceeds from borrowings under the Company's unsecured revolving credit facility used to fund the acquisition of The Pinnacle.
(5)Represents incremental borrowings of $178,072 under the Company's unsecured revolving credit facility used to fund the acquisition of The Pinnacle.
(6)Represents the pro forma portion of net loss attributable to noncontrolling interests.
CHIRON REAL ESTATE INC.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the six months ended June 30, 2026
(unaudited and in thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Chiron Real Estate Inc. (A) | | The Landing (B) | | Transaction Accounting Adjustments | | | Chiron Real Estate Inc. Pro Forma | |
| Revenue | | | | | | | | | | |
| Rental revenue | | $ | 75,081 | | | $ | — | | | $ | — | | | | $ | 75,081 | | |
| Resident fees and services | | 1,841 | | | 8,497 | | | — | | | | 10,338 | | |
| Other income | | 889 | | | — | | | — | | | | 889 | | |
| Total revenue | | 77,811 | | | 8,497 | | | — | | | | 86,308 | | |
| | | | | | | | | | |
| Expenses | | | | | | | | | | |
| General and administrative | | 10,310 | | | 354 | | | — | | | | 10,664 | | |
| Operating expenses | | 19,284 | | | 5,616 | | | 31 | | (C) | | 24,931 | | |
| Depreciation expense | | 22,530 | | | 1,415 | | | 2,502 | | (D) | | 26,447 | | |
| Amortization expense | | 7,573 | | | ― | | — | | | | 7,573 | | |
| Interest expense | | 16,039 | | | 1,399 | | | 5,059 | | (E) | | 22,497 | | |
| Total expenses | | 75,736 | | | 8,784 | | | 7,592 | | | | 92,112 | | |
| | | | | | | | | | |
| Income before other income (expense) | | 2,075 | | | (287) | | | (7,592) | | | | (5,804) | | |
| Income tax expense | | — | | | — | | | (115) | | (F) | | (115) | | |
| Gain on sale of investment properties | | 71,881 | | | — | | | — | | | | 71,881 | | |
| Equity loss from unconsolidated joint ventures | | (21) | | | — | | | — | | | | (21) | | |
| | | | | | | | | | |
| Net income | | $ | 73,935 | | | $ | (287) | | | $ | (7,707) | | | | $ | 65,941 | | |
| Less: Preferred stock dividends | | (5,455) | | | — | | | — | | | | (5,455) | | |
| Less: Net (income) loss attributable to noncontrolling interest | | (5,939) | | | — | | | 690 | | (G) | | (5,249) | | |
| Net income (loss) attributable to common stockholders | | $ | 62,541 | | | $ | (287) | | | $ | (7,017) | | | | $ | 55,237 | | |
| | | | | | | | | | |
| Net income (loss) attributable to common stockholders per share – basic and diluted | | $ | 4.73 | | | | | | | | $ | 4.17 | | (H) |
| | | | | | | | | | |
| Weighted average common shares outstanding – basic and diluted | | 13,235 | | | | | | | | 13,235 | | |
CHIRON REAL ESTATE INC.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the year ended December 31, 2025
(unaudited and in thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Chiron Real Estate Inc. (A) | | The Landing (B) | | Transaction Accounting Adjustments | | | Chiron Real Estate Inc. Pro Forma | |
| Revenue | | | | | | | | | | |
| Rental revenue | | $ | 147,682 | | | $ | — | | | $ | — | | | | $ | 147,682 | | |
| Resident fees and services | | — | | | 18,071 | | | — | | | | 18,071 | | |
| Other income | | 526 | | | — | | | — | | | | 526 | | |
| Total revenue | | 148,208 | | | 18,071 | | | — | | | | 166,279 | | |
| | | | | | | | | | |
| Expenses | | | | | | | | | | |
| General and administrative | | 19,998 | | | 483 | | | — | | | | 20,481 | | |
| Operating expenses | | 32,620 | | | 12,801 | | | 75 | | (C) | | 45,496 | | |
| Depreciation expense | | 44,025 | | | 3,367 | | | 4,466 | | (D) | | 51,858 | | |
| Amortization expense | | 15,017 | | | ― | | — | | | | 15,017 | | |
| Interest expense | | 31,754 | | | 3,964 | | | 8,501 | | (E) | | 44,219 | | |
| Total expenses | | 143,414 | | | 20,615 | | | 13,042 | | | | 177,071 | | |
| | | | | | | | | | |
| Income before other income (expense) | | 4,794 | | | (2,544) | | | (13,042) | | | | (10,792) | | |
| Income tax expense | | — | | | — | | | (240) | | (F) | | (240) | | |
| Gain on sale of investment properties | | 1,487 | | | — | | | — | | | | 1,487 | | |
| Impairment of real estate properties | | (13,014) | | | — | | | — | | | | (13,014) | | |
| Equity loss from unconsolidated joint ventures | | (150) | | | — | | | — | | | | (150) | | |
| | | | | | | | | | |
| Net (loss) income | | $ | (6,883) | | | $ | (2,544) | | | $ | (13,282) | | | | $ | (22,709) | | |
| Less: Preferred stock dividends | | (6,280) | | | — | | | — | | | | (6,280) | | |
| Less: Net loss (income) attributable to noncontrolling interest | | 1,047 | | | — | | | 1,236 | | (G) | | 2,283 | | |
| Net (loss) income attributable to common stockholders | | $ | (12,116) | | | $ | (2,544) | | | $ | (12,046) | | | | $ | (26,706) | | |
| | | | | | | | | | |
| Net (loss) income attributable to common stockholders per share – basic and diluted | | $ | (0.91) | | | | | | | | $ | (2.00) | | (H) |
| | | | | | | | | | |
| Weighted average common shares outstanding – basic and diluted | | 13,379 | | | | | | | | 13,379 | | |
CHIRON REAL ESTATE INC.
Notes to the Unaudited Pro Forma Condensed Combined Statement of Operations
(Unaudited, dollars in thousands, except per share amounts or as otherwise indicated)
(A) Chiron’s historical consolidated statement of operations for the applicable period presented.
(B) For the six months ended June 30, 2026, represents the historical results of operations of The Landing for the pre-acquisition period from January 1, 2026 through May 31, 2026, as derived from unaudited financial information of The Landing. Chiron's historical consolidated statement of operations for the six months ended June 30, 2026 includes The Landing's results of operations from June 1, 2026 (the acquisition date of The Landing) through June 30, 2026. For the year ended December 31, 2025, represents the historical results of operations of The Landing for the full year, as derived from the audited annual financial statements of The Landing incorporated herein by reference from the Form 8-K/A filed with the SEC on August 17, 2026. Pursuant to waivers granted by the SEC under Rule 3-13 of Regulation S-X, The Riviera's and The Pinnacle's results of operations are excluded from the unaudited pro forma condensed combined statement of operations.
(C) Represents The Landing’s allocable portion of contractual changes to operating expenses associated with The Landing acquisition. The adjustments include The Landing’s allocable portion of (i) the estimated impact of conforming the historical management fees incurred under the prior Greystone management agreement to the fee provisions under the revised Greystone management agreement applicable following Chiron’s acquisition of The Landing, and (ii) the fees payable under the post-closing consulting agreement with Silverstone. The adjustments were calculated as if the revised Greystone management fee arrangement and the Silverstone consulting agreement had been in effect as of January 1, 2025. Management and consulting fees are as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Management and Consulting Fees | | |
| Property | | Period | | Old Fees | | New Fees | | Adjustment |
| The Landing | | Five months ended May 31, 20261 | | $ | 436 | | | $ | 467 | | | $ | 31 | |
| The Landing | | Year ended December 31, 2025 | | $ | 919 | | | $ | 994 | | | $ | 75 | |
(D) Represents additional depreciation and amortization expense directly attributable to The Landing’s fair value adjustment of the assets acquired.
(E) Represents the net effect on interest expense of eliminating historical interest expense related to The Landing’s property-level financing not assumed by the Company and recognizing incremental interest expense on the assumed additional borrowings under the Company’s unsecured revolving credit facility used to fund the acquisition. The table below shows a reconciliation of the net interest expenses:
| | | | | | | | | | | | | | |
| Description | | Six months ended
June 30, 2026 | | Year ended
December 31, 2025 |
| Elimination of historical interest expense related to debt of The Landing not assumed by the Company | | $ | (1,399) | | | $ | (3,964) | |
| Interest expense on new acquisition financing | | 6,458 | | | 12,465 | |
| Net pro forma adjustment to interest expense | | $ | 5,059 | | | $ | 8,501 | |
Interest expense on the acquisition financing was calculated using an annual interest rate of 5.18%, which represents the current interest rate under the Company's credit facility as of October 28, 2026. The financing terms used in the pro forma financial information are supported by an agreement.
Assuming the acquisition financing remained outstanding for the entire period presented, a 0.125% (1/8%) increase or decrease in the interest rate would result in a corresponding increase or decrease in annual interest expense of
1 As The Landing was acquired on June 1, 2026, the management fee adjustment included in the pro forma condensed combined statement of operations for the six months ended June 30, 2026 reflects only the pre-acquisition period from January 1, 2026 through May 31, 2026. The period from June 1, 2026 (the acquisition date of The Landing) through June 30, 2026 is reflected in Chiron's historical consolidated results.
approximately $156 and $312 for the six months ended June 30, 2026 and the year ended December 31, 2025, respectively.
(F) Represents the pro forma income tax expense attributable to the operation of The Landing through a taxable REIT subsidiary of the Company. The Landing is operated as a senior housing operating property, and a taxable REIT subsidiary of the Company is treated as the lessee/operator of the property for U.S. federal income tax purposes. Accordingly, the taxable REIT subsidiary is subject to federal and state income taxes on taxable income generated from the operation of The Landing. The pro forma adjustment reflects the estimated income tax expense that would have been recognized by the taxable REIT subsidiary for the applicable period presented after giving effect to the acquisition as if it had occurred on January 1, 2025.
(G) Represents the pro forma portion of net loss attributable to noncontrolling interests.
(H) Pro forma basic and diluted earnings per share were computed using the historical weighted-average common shares outstanding of Chiron Real Estate Inc. because no equity securities were issued in connection with The Landing, The Riviera or The Pinnacle acquisitions. Accordingly, the pro forma adjustments affect only the numerator used in the earnings-per-share calculation.
