Chiron Real Estate (NYSE: XRN) awards 9,442 inducement LTIP units to CIO

Rhea-AI Filing Summary

Whitlock Matthew Fitzsimmons reported acquisition or exercise transactions in this Form 4 filing.

Chiron Real Estate Inc. granted its Chief Investment Officer 9,442 LTIP Units of limited partnership interest in Chiron Real Estate LP, the operating partnership, as an employment inducement award under New York Stock Exchange Listing Rule 303A.08. These LTIP Units vest in three equal annual installments, with one-third vesting on each anniversary of the 2026-08-03 grant date, subject to the executive’s continued employment. Once vested and after achieving capital account parity, each LTIP Unit may be exchanged at any time for cash or, at the issuer’s election, for one share of common stock on a one-for-one basis. The LTIP Units were issued outside the company’s 2016 Equity Incentive Plan, have no expiration date, and leave the executive holding 9,442 LTIP Units/underlying shares directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Whitlock Matthew Fitzsimmons

Role Chief Investment Officer

Type	Security	Shares	Price	Value
Grant/Award	LTIP Unit (Right to Buy) F1, F2	9,442	$0.00	$0.00

Holdings After Transaction: LTIP Unit (Right to Buy) — 9,442 shares (Direct)

Footnotes (2)

1. F1. Represents units of limited partnership interest ("LTIP Units") in Chiron Real Estate LP (the "OP"), the operating partnership of the Issuer. The LTIP Units were granted as an employment inducement award under New York Stock Exchange Listing Rule 303A.08 and as a material inducement to the Reporting Person entering into employment with the Issuer. The LTIP Units vest in three equal annual installments, with one-third of the LTIP Units vesting on each anniversary of the grant date, subject to the Reporting Person's continued employment through the applicable vesting date. The LTIP Units were awarded pursuant to an LTIP Unit vesting agreement. The LTIP Units were issued outside of the Issuer's 2016 Equity Incentive Plan (as amended from time to time) and have no expiration date.
2. F2. 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.

Key Figures

LTIP Units granted: 9,442 LTIP Units Underlying common stock: 9,442 shares Vesting schedule: 3 equal annual installments +3 more

6 metrics

LTIP Units granted 9,442 LTIP Units Grant to Chief Investment Officer on 2026-08-03 as employment inducement award

Underlying common stock 9,442 shares Each vested LTIP Unit exchangeable 1-for-1 into common stock or cash

Vesting schedule 3 equal annual installments One-third vests on each anniversary of the grant date, subject to continued employment

Transaction price $0.0000 per LTIP Unit Grant, award, or other acquisition with no cash paid by the reporting person

Holdings after grant 9,442 LTIP Units Total LTIP Units/underlying shares reported as directly owned following this transaction

Expiration No expiration date LTIP Units and related exchange rights have no stated expiration

Key Terms

LTIP Units, employment inducement award, capital account parity, operating partnership, +1 more

5 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.

employment inducement award regulatory

"The LTIP Units were granted as an employment inducement award under New York Stock Exchange Listing Rule 303A.08"

An employment inducement award is a grant of company stock, options, or other equity given to a new hire as a joining bonus to encourage them to work for the company. Like a signing bonus in cash, it ties the employee’s pay to the company’s future value and often vests over time. Investors care because these awards increase outstanding shares and compensation costs, affecting per‑share value and motivating executives to meet performance goals.

capital account parity financial

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

operating partnership financial

"Chiron Real Estate LP (the "OP"), the operating partnership of the Issuer"

An operating partnership is a separate legal entity set up to own and run a company’s core assets and day-to-day businesses, while investors hold interests indirectly through the parent company. Think of it like a dedicated garage that actually stores and services the cars while the owner keeps the dealership; it matters to investors because it affects how income, taxes, liability and voting rights are allocated and therefore can influence distributions and risk.

New York Stock Exchange Listing Rule 303A.08 regulatory

"The LTIP Units were granted as an employment inducement award under New York Stock Exchange Listing Rule 303A.08"

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Available on EDGAR 08/05/2026 - 08:43 PM Accepted by SEC EDGAR 08/05/2026 - 08:42 PM Learn about SEC filing dates

FAQ

What did Chiron Real Estate Inc. (XRN) grant to its Chief Investment Officer?

Chiron Real Estate granted its Chief Investment Officer 9,442 LTIP Units in its operating partnership as an employment inducement award. These units represent limited partnership interests that can later be exchanged for cash or common stock, subject to vesting and other conditions.

How do the 9,442 LTIP Units granted by Chiron Real Estate (XRN) vest?

The 9,442 LTIP Units vest in three equal annual installments, with one-third vesting on each anniversary of the 2026-08-03 grant date. Vesting is contingent on the Chief Investment Officer’s continued employment through each applicable vesting date.

Can the LTIP Units granted by Chiron Real Estate (XRN) be converted into common stock?

Yes. Once vested and after achieving capital account parity, each LTIP Unit may be exchanged at any time for cash or, at Chiron Real Estate’s election, for one share of common stock. The LTIP Units have no expiration date, providing ongoing exchange flexibility.

Were the Chiron Real Estate (XRN) LTIP Units issued under the 2016 Equity Incentive Plan?

No. The 9,442 LTIP Units were issued outside Chiron Real Estate’s 2016 Equity Incentive Plan. They were instead granted as a standalone employment inducement award under New York Stock Exchange Listing Rule 303A.08 and documented in a separate vesting agreement.

Is the Chiron Real Estate (XRN) LTIP Unit award tied to a Rule 10b5-1 trading plan?

The LTIP Unit grant was not reported as being made under a Rule 10b5-1 trading plan, as the related checkbox was left unchecked. This award is structured as an employment inducement grant rather than a pre-arranged trading plan transaction.

What ongoing position does the CIO of Chiron Real Estate (XRN) hold after this LTIP grant?

Following this transaction, the Chief Investment Officer is reported as directly holding 9,442 LTIP Units, each currently linked to one underlying share of common stock on a potential one-for-one exchange basis, subject to vesting and capital account parity requirements.

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^*

Whitlock Matthew Fitzsimmons

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2026

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)	08/03/2026		A		9,442		(2)	(2)	Common Stock	9,442	$0	9,442	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. The LTIP Units were granted as an employment inducement award under New York Stock Exchange Listing Rule 303A.08 and as a material inducement to the Reporting Person entering into employment with the Issuer. The LTIP Units vest in three equal annual installments, with one-third of the LTIP Units vesting on each anniversary of the grant date, subject to the Reporting Person's continued employment through the applicable vesting date. The LTIP Units were awarded pursuant to an LTIP Unit vesting agreement. The LTIP Units were issued outside of 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.

	/s/ Jamie Barber, as Attorney-in-Fact	08/05/2026
	** 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)