Chiron Real Estate Inc. SEC Filings

Chiron Real Estate Inc. reported first-quarter 2026 rental revenue of $38.1 million, up from $34.6 million a year earlier, driven by its 189-building healthcare portfolio. Net income was $1.7 million, down from $3.7 million, as higher operating, G&A and non-cash depreciation and amortization offset revenue growth.

After paying $2.5 million of preferred dividends, common stockholders recorded a net loss of $0.06 per share versus earnings of $0.16 a year ago. Operating cash flow remained solid at $13.4 million, while net real estate investments stayed near $1.5 billion and Credit Facility borrowings totaled $672.0 million.

Subsequent to quarter end, Chiron agreed to acquire three luxury seniors housing communities totaling $425 million in Alexandria and North Bethesda, to be run as operating properties. It also arranged an up to $100 million delayed-draw Series C convertible preferred investment and reduced its quarterly common dividend by about 36% to prioritize funding this growth strategy.

Chiron Real Estate Inc. is reshaping itself into a growth-focused healthcare REIT, pairing large senior housing investments with new strategic capital and a lower dividend. The company agreed to acquire three luxury seniors housing communities from Silverstone for an aggregate $425 million, to be operated as seniors housing operating properties (SHOP) and managed by Greystone. It also entered into a $100 million delayed-draw 6.00% Series C convertible preferred equity facility with Maewyn Capital Partners, with an initial conversion price of $43.00 per common share.

To retain more cash for growth, the Board reset the monthly common dividend to $0.16 per share for July–September 2026, a quarterly total of $0.48 versus $0.75 for April–June, an approximate 36% reduction. For the quarter ended March 31, 2026, rental revenue was $38.0 million, net income was $1.7 million and net loss attributable to common stockholders was $0.7 million, or $(0.06) per share. Core FFO was $16.0 million, or $1.11 per share and unit, flat year over year, while same-property cash NOI rose 3.2% and leased occupancy was 95.4%. Net consolidated debt was about $664.9 million and the company reported no debt maturities in 2026 or 2027, with $220.5 million of credit facility borrowing capacity as of May 5, 2026.

Chiron Real Estate Inc. is asking stockholders to vote at its 2026 virtual annual meeting on May 20, 2026. Stockholders will elect six directors, hold an advisory vote on named executive officer pay, and ratify Deloitte & Touche as independent auditor for 2026.

The company is also seeking approval to amend its 2016 Equity Incentive Plan by extending the plan term through May 20, 2036 and increasing shares reserved for issuance by 300,000. As of March 25, 2026, 13,234,830 common shares were outstanding and entitled to vote at the meeting.

The Vanguard Group amended its Schedule 13G to report zero shares beneficially owned of Chiron Real Estate Inc common stock. The filing states that an internal realignment on January 12, 2026 led certain Vanguard subsidiaries/divisions to report separately under SEC Release No. 34-39538, and that Vanguard no longer is deemed to beneficially own those securities. The filing is signed by Ashley Grim as Head of Global Fund Administration on March 26, 2026.

Chiron Real Estate Inc. intends to offer up to $75,000,000 of 8.00% Series B Cumulative Redeemable Preferred Stock in an at-the-market offering under a Sales Agreement dated March 12, 2026.

The offering may be sold through agents or directly to agents as principals, with agents entitled to up to 2.0% of gross proceeds. Net proceeds are intended to be contributed to the Operating Partnership in exchange for Series B Preferred OP Units and used for general corporate purposes, which may include funding acquisitions and repaying borrowings under the Credit Facility.

Chiron Real Estate Inc. is registering up to $288,010,090 of common stock offered under an amended at-the-market sales agreement dated March 12, 2026, reflecting $11,989,910 previously sold under the program and an original program capacity of $300,000,000.

The supplement permits sales through multiple Agents and forward sale arrangements with specified Forward Purchasers and Forward Sellers, and describes settlement options (physical, cash or net share) and related underwriting-style compensation (up to 2.0%). Proceeds contributed to the Operating Partnership may repay Credit Facility borrowings, fund acquisitions or be used for general corporate purposes.

Chiron Real Estate Inc. entered into a Master Note and Guaranty Agreement with NYL Investors LLC and certain affiliates, creating an uncommitted senior note facility for its operating partnership. The facility permits issuance of senior unsecured notes in one or more series with an aggregate outstanding principal of up to $150.0 million.

Notes may be issued for up to three years from the agreement’s effective date, subject to earlier termination events, and each series will mature within ten years of issuance. Each issuance must be at least $10.0 million, with interest set at issuance as a spread over U.S. Treasuries and paid quarterly or semi-annually. The operating partnership may prepay the notes, subject to a customary make-whole amount, and the notes rank equally with its other senior unsecured debt.

Chiron Real Estate Inc., formerly Global Medical REIT, is an internally managed healthcare REIT focused on physician group and health-system facilities. As of December 31, 2025, it owned 189 buildings with about 5.1 million leasable square feet and annualized base rent of roughly $118.8 million.

Total gross real estate investments were about $1.5 billion, with significant concentration in Texas, Florida, Ohio, Arizona, Pennsylvania and Illinois, and top three tenants providing 18.1% of rent. The company uses a leveraged, SOFR-based credit facility, interest rate swaps, and a joint venture with Heitman, and highlights extensive regulatory, reimbursement, tenant credit, climate, cybersecurity and refinancing risks while seeking to maintain REIT tax status and regular dividends.

Chiron Real Estate Inc. reported that General Counsel and Secretary Jamie Allen Barber received equity-based awards in the form of LTIP Units in Chiron Real Estate LP, the company’s operating partnership. On February 24, 2026, Barber acquired 5,539 LTIP Units and an additional 2,025 LTIP Units at a price of $0.00 per unit as grant or award acquisitions.

According to the disclosures, one set of LTIP Units is scheduled to vest on February 24, 2029, subject to continued employment, while another grant had 50% of its LTIP Units become vested and nonforfeitable on February 24, 2026 after meeting market-based performance criteria, with the remaining 50% vesting on February 24, 2027. Vested LTIP Units that reach capital account parity may be exchanged for cash or, at the issuer’s election, for common stock on a one-for-one basis. The filing notes that all amounts reflect a 1-for-5 reverse stock split effective September 19, 2025.