Chiron Real Estate (XRN) CEO receives new LTIP unit awards

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Chiron Real Estate Inc. director and CEO/President Mark Okey Decker Jr reported equity compensation awards in the form of LTIP Units in Chiron Real Estate LP, the company’s operating partnership. He acquired 16,616 LTIP Units and 4,702 LTIP Units, both at a stated price of $0.00 per unit.

According to the award terms, some LTIP Units vest fully on February 24, 2029 subject to continued employment, while another grant vests 50% on February 24, 2026 based on market-based performance criteria as of December 31, 2025 and February 24, 2026, and 50% on February 24, 2027. Once vested and after achieving capital account parity, these LTIP Units may be exchanged for cash or, at the company’s election, for common stock on a one-for-one basis and have no expiration date.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Decker Mark Okey Jr

Role CEO and President

Type	Security	Shares	Price	Value
Grant/Award	LTIP Unit (Right to Buy)	16,616	$0.00	--
Grant/Award	LTIP Unit (Right to Buy)	4,702	$0.00	--

Holdings After Transaction: LTIP Unit (Right to Buy) — 48,362 shares (Direct)

Footnotes (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 February 24, 2029, subject to the Reporting Person's continued employment on such date. The LTIP Units were awarded pursuant to an LTIP Unit vesting agreement, the form of which was filed as Exhibit 10.2 to the Issuer's Quarterly Report on Form 10-Q filed on May 5, 2023. 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. Represents LTIP Units in the OP. The Issuer's Board of Directors determined that on February 24, 2026, 50% of the LTIP Units became vested and nonforfeitable as a result of meeting certain market-based performance criteria as of December 31, 2025 and February 24, 2026 and 50% of the LTIP Units will vest on February 24, 2027 pursuant to the grant award agreement stipulations. The LTIP Units were awarded pursuant to an LTIP Unit vesting agreement, the form of which was filed as Exhibit 10.1 to the Issuer's Quarterly Report on Form 10-Q filed on August 4, 2023. 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. On September 19, 2025, the Issuer effected a reverse stock split of the Issuer's issued and outstanding shares of common stock at a ratio of 1-for-5. As a result, the amount of LTIP Units reflected in this filing is on a post-split adjusted basis.

Form 4 Insider Transactions: What Each Field Means →

02/25/2026 - 09:55 PM

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^*

Decker Mark Okey Jr

(Last)

(First)

(Middle)

7373 WISCONSIN AVENUE, SUITE 800

(Street)

BETHESDA

20814

(City)

(State)

(Zip)

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
X	Officer (give title below)	Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
LTIP Unit (Right to Buy)⁽¹⁾	⁽²⁾	02/24/2026		A		16,616		⁽²⁾	⁽²⁾	Common Stock	16,616	$0	48,362	D
LTIP Unit (Right to Buy)⁽³⁾	⁽²⁾	02/24/2026		A		4,702		⁽²⁾	⁽²⁾	Common Stock	4,702	$0	53,064⁽⁴⁾	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 February 24, 2029, subject to the Reporting Person's continued employment on such date. The LTIP Units were awarded pursuant to an LTIP Unit vesting agreement, the form of which was filed as Exhibit 10.2 to the Issuer's Quarterly Report on Form 10-Q filed on May 5, 2023. 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. Represents LTIP Units in the OP. The Issuer's Board of Directors determined that on February 24, 2026, 50% of the LTIP Units became vested and nonforfeitable as a result of meeting certain market-based performance criteria as of December 31, 2025 and February 24, 2026 and 50% of the LTIP Units will vest on February 24, 2027 pursuant to the grant award agreement stipulations. The LTIP Units were awarded pursuant to an LTIP Unit vesting agreement, the form of which was filed as Exhibit 10.1 to the Issuer's Quarterly Report on Form 10-Q filed on August 4, 2023. 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.

4. On September 19, 2025, the Issuer effected a reverse stock split of the Issuer's issued and outstanding shares of common stock at a ratio of 1-for-5. As a result, the amount of LTIP Units reflected in this filing is on a post-split adjusted basis.

	/s/ Jamie Barber, as Attorney-in-Fact	02/25/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Chiron Real Estate (XRN) disclose about its CEO’s latest Form 4?

Chiron Real Estate reported that CEO and President Mark Okey Decker Jr received equity compensation in the form of LTIP Units in the operating partnership. These awards were granted at a stated price of $0.00 per unit under the company’s 2016 Equity Incentive Plan.

How many LTIP Units did the Chiron Real Estate (XRN) CEO acquire?

The CEO acquired 16,616 LTIP Units and 4,702 LTIP Units, both reported as grant or award acquisitions. These LTIP Units are limited partnership interests in Chiron Real Estate LP, awarded under the 2016 Equity Incentive Plan and reflected on a post-reverse-split adjusted basis.

When do the newly reported LTIP Units for Chiron Real Estate (XRN) vest?

One LTIP Unit award vests entirely on February 24, 2029, subject to the executive’s continued employment. Another award vests 50% on February 24, 2026, after meeting market-based performance criteria, and 50% on February 24, 2027, according to the described grant award agreement stipulations.

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

Once vested LTIP Units achieve capital account parity under the operating partnership agreement, they may be exchanged at any time for cash or, at Chiron Real Estate’s election, for shares of common stock on a one-for-one basis. The LTIP Units themselves have no expiration date.

Under what plan were the Chiron Real Estate (XRN) LTIP Units issued?

The LTIP Units granted to the CEO were issued under Chiron Real Estate’s 2016 Equity Incentive Plan, as amended from time to time. The awards are documented in LTIP Unit vesting agreements, with forms previously filed as exhibits to the company’s Quarterly Reports on Form 10-Q.

How did Chiron Real Estate’s reverse stock split affect the LTIP Unit amounts?

Chiron Real Estate effected a 1-for-5 reverse stock split of its issued and outstanding common stock on September 19, 2025. The LTIP Unit amounts reported in this Form 4 are presented on a post-split adjusted basis, consistent with that reverse split ratio and effective date.