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Chiron Real Estate (XRN) director awarded 220,000 shares of Series C convertible preferred

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Chiron Real Estate Inc. director Fitzgerald Charles reported an indirect acquisition of 220,000 shares of 6.00% Series C Convertible Preferred Stock through Maewyn XRN LP. The filing characterizes this as a grant or award-type acquisition rather than an open-market purchase.

The preferred stock has a stated price of $100 per share and is convertible into Common Stock at a conversion ratio of 2.32558, representing 511,627.60 shares of Common Stock issuable upon conversion, subject to anti-dilution adjustments. The preferred shares are convertible at the election of the reporting persons at any time, or in certain circumstances at the election of the issuer, and do not have an expiration date but are subject to specified issuer redemption rights.

Mr. Fitzgerald has voting and dispositive control over these securities held by Maewyn XRN LP and disclaims beneficial ownership except to the extent of any pecuniary interest.

Positive

  • None.

Negative

  • None.

Insights

Indirect grant of convertible preferred adds potential equity overhang but is structurally routine.

The filing shows 220,000 shares of 6.00% Series C Convertible Preferred Stock granted or awarded indirectly via Maewyn XRN LP, at $100 per share. This is a derivative security convertible into Common Stock rather than a straightforward stock purchase or sale.

The preferred converts at a ratio of 2.32558 into 511,627.60 Common shares, subject to anti-dilution adjustments, and carries issuer redemption rights. These terms give both the holder and issuer flexibility on timing of conversion or redemption, but the actual impact depends on future decisions and market conditions.

Mr. Fitzgerald has voting and dispositive control over the LP’s holdings but disclaims beneficial ownership beyond any pecuniary interest. With no expiration date on the preferred shares, the potential conversion into Common Stock remains open-ended, and subsequent filings will clarify if and when any conversions occur.

Insider Fitzgerald Charles
Role null
Type Security Shares Price Value
Grant/Award 6.00% SERIES C CONVERTIBLE PREFERRED STOCK 220,000 $100.00 $22.00M
Holdings After Transaction: 6.00% SERIES C CONVERTIBLE PREFERRED STOCK — 220,000 shares (Indirect, By Maewyn XRN LP)
Footnotes (1)
  1. The 6.00% Series C Convertible Preferred Stock ("Preferred Stock") is convertible into shares of Common Stock, based on a conversion ratio of 2.32558, resulting in 511,627.60 shares of Common Stock issuable upon conversion of the Preferred Stock (subject to specified anti-dilution adjustments), which conversion can occur at the election of the reporting persons at any time or in certain specified circumstances at the election of the Issuer. The Preferred Stock does not have an expiration date, but is subject to certain specified redemption rights of the Issuer. Mr. Fitzgerald has voting and dispositive control over these securities, but disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein.
Preferred shares granted 220,000 shares 6.00% Series C Convertible Preferred Stock acquired indirectly
Preferred share price $100.00 per share Stated price for Series C Convertible Preferred Stock
Conversion ratio 2.32558 Preferred Stock to Common Stock conversion ratio
Underlying common shares 511,627.60 shares Common Stock issuable upon conversion of preferred
6.00% Series C Convertible Preferred Stock financial
"The 6.00% Series C Convertible Preferred Stock ("Preferred Stock") is convertible into shares of Common Stock"
conversion ratio financial
"based on a conversion ratio of 2.32558, resulting in 511,627.60 shares of Common Stock"
The conversion ratio is the number of common shares an investor receives when a convertible security (like a bond or preferred share) or an exchangeable instrument is turned into ordinary stock. It matters because it tells investors how much ownership or dilution will occur — similar to knowing how many slices you get when you trade in a coupon — and directly affects the value you get from the convertible and the company’s future share count.
anti-dilution adjustments financial
"511,627.60 shares of Common Stock issuable upon conversion of the Preferred Stock (subject to specified anti-dilution adjustments)"
Anti-dilution adjustments are changes made to the ownership stakes or value of an investment to protect investors from having their shares become less valuable if the company issues new shares at a lower price. Imagine buying a piece of a pie, and then the pie is cut into more slices without increasing in size—these adjustments help ensure your slice still retains its worth. They matter to investors because they help preserve the value of their investment when the company’s share price drops.
redemption rights financial
"The Preferred Stock does not have an expiration date, but is subject to certain specified redemption rights of the Issuer."
Redemption rights are contractual provisions that allow a holder of a security—such as preferred shares, bonds, or certain fund units—to require the issuer to buy back the security under specified conditions, often at a set price or by a defined formula. For investors they act like a return policy that offers a forced exit or downside protection, affecting a security’s value, liquidity and the issuer’s cash planning.
voting and dispositive control financial
"Mr. Fitzgerald has voting and dispositive control over these securities, but disclaims beneficial ownership"
beneficial ownership financial
"disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
C/O CHIRON REAL ESTATE INC.
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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
6.00% SERIES C CONVERTIBLE PREFERRED STOCK(1)(1)05/29/2026A220,000 (1) (1)Common Stock511,627.6$100220,000IBy Maewyn XRN LP(2)
Explanation of Responses:
1. The 6.00% Series C Convertible Preferred Stock ("Preferred Stock") is convertible into shares of Common Stock, based on a conversion ratio of 2.32558, resulting in 511,627.60 shares of Common Stock issuable upon conversion of the Preferred Stock (subject to specified anti-dilution adjustments), which conversion can occur at the election of the reporting persons at any time or in certain specified circumstances at the election of the Issuer. The Preferred Stock does not have an expiration date, but is subject to certain specified redemption rights of the Issuer.
2. Mr. Fitzgerald has voting and dispositive control over these securities, but disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein.
/s/ Charles P. Fitzgerald06/02/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Fitzgerald Charles report in this Form 4 for Chiron Real Estate (XRN)?

Fitzgerald Charles reported an indirect acquisition of 220,000 shares of 6.00% Series C Convertible Preferred Stock via Maewyn XRN LP. The transaction is characterized as a grant or award, not an open-market trade, and establishes a new convertible preferred position linked to Chiron Real Estate common stock.

How many Chiron Real Estate (XRN) common shares are underlying the preferred stock grant?

The 220,000 preferred shares are convertible at a 2.32558 ratio into 511,627.60 shares of Chiron Real Estate Common Stock. This conversion amount is subject to specified anti-dilution adjustments, so the exact number of issuable shares could change if adjustment provisions are triggered in the future.

Does the 6.00% Series C Convertible Preferred Stock for XRN have an expiration date?

The 6.00% Series C Convertible Preferred Stock has no expiration date. However, it is subject to specified redemption rights of the issuer, meaning Chiron Real Estate may redeem the preferred shares under certain conditions rather than leaving them outstanding indefinitely.

Who holds the convertible preferred shares reported for Chiron Real Estate (XRN)?

The securities are held indirectly by Maewyn XRN LP, over which Mr. Fitzgerald has voting and dispositive control. He disclaims beneficial ownership of these securities except to the extent of any pecuniary interest, indicating they are primarily associated with the partnership entity rather than his direct holdings.

At what price was the 6.00% Series C Convertible Preferred Stock for XRN granted?

The 6.00% Series C Convertible Preferred Stock was reported at a price of $100.00 per share for 220,000 shares. This reflects the stated value per preferred share in the transaction, not the market price of Chiron Real Estate’s common stock into which the preferred can eventually convert.