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Form 8-K

sec.gov

8-K — Chiron Real Estate Inc.

Accession: 0001104659-26-064620

Filed: 2026-05-20

Period: 2026-05-20

CIK: 0001533615

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event

reported): May 20, 2026 (May 20, 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:

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨

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 ¨

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. ¨

Item 5.02 Departure of Directors or Certain

Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Mr. Charles Fitzgerald

to the Board of Directors

(d) On May 20, 2026, the Board of Directors

(the “Board”) of Chiron Real Estate Inc. (the “Company”) approved an increase in the number of directors

constituting the Board from six to seven directors and appointed Charles Fitzgerald to serve as a director of the Company, effective as

of the same day, to serve until the Company’s 2027 Annual Meeting of Stockholders and until his successor is duly elected and qualified.

Mr. Fitzgerald will serve on the Board’s Compensation Committee and Nominating and Corporate Governance Committee.

Mr. Fitzgerald, age 51, has served as the

Founder and Managing Partner of Maewyn Capital Partners LLC since January 2025. From 2011 until December 2024, Mr. Fitzgerald served as

the Founder, Managing Partner and Co-Portfolio Manager of V3 Capital Management LP. Prior to that, Mr. Fitzgerald held senior investment

roles at High Rise Capital Management, JP Morgan Fleming Asset Management and Prudential Real Estate Investors. Mr. Fitzgerald has nearly

30 years of experience investing across public and private real estate markets. Mr. Fitzgerald has served as a director of FrontView REIT,

Inc. (NYSE: FVR) since November 2025, and currently serves as a member of the Nominating Committee. Mr. Fitzgerald also currently serves

on the board of Vibrant Emotional Health, a nonprofit focused on emotional wellness and the administrator of the national 988 suicide

crisis lifeline. Mr. Fitzgerald holds a Bachelor of Arts in Finance and Economics from Northern State University and is a CFA charterholder.

Upon his appointment, Mr. Fitzgerald became

eligible to receive the annual compensation granted to the Company’s independent directors for the year beginning with the Company’s

2026 Annual Meeting of Stockholders. See the Company’s proxy statement filed with the Securities and Exchange Commission (the

“SEC”) on April 8, 2026, in the section entitled “Compensation of Directors,” for a detailed description

of the 2025 compensation arrangements for the Company’s independent directors. In addition, the Company will enter into a standard

indemnification agreement with Mr. Fitzgerald, a form of which was filed as Exhibit 10.16 to the Company’s Annual Report on Form

10-K for the year ended December 31, 2024 filed with the SEC on March 2, 2026.

The Board determined that Mr. Fitzgerald is

“independent” as defined under the listing standards of the New York Stock Exchange, applicable SEC rules and regulations

and the Company’s corporate governance guidelines. There are no family relationships between Mr. Fitzgerald and any director or

executive officer of the Company, and except as described in Item 1.01 of the Company’s Current Report on Form 8-K filed with the

SEC on May 8, 2026, which description is incorporated herein by reference, including Mr. Fitzgerald’s indirect interest in the transaction

through his role as Managing Partner of Maewyn Capital Partners LLC, the investment manager to Maewyn XRN LP, a party to such transaction,

there are no arrangements or understandings between Mr. Fitzgerald and any other persons or entities pursuant to which Mr. Fitzgerald

was appointed as director of the Company, and there are no transactions involving Mr. Fitzgerald, on the one hand, and the Company, on

the other hand, that would require disclosure under Item 404(a) of Regulation S-K.

Approval of Amendments to the Company’s

2016 Equity Incentive Plan

(e) As described below under Item 5.07, at

the Company’s 2026 annual meeting of stockholders held on May 20, 2026 (the “2026 Annual Meeting”), the Company’s

stockholders approved an amendment to the Company’s 2016 Equity Incentive Plan (the “Plan”) to (i) extend the

term of the Plan through May 20, 2036 and (ii) increase the number of shares reserved for issuance thereunder by 300,000 shares,

which was previously approved by the Board. The Plan is described in detail under “Proposal 3 – Amendment to 2016 Equity Incentive

Plan” in the Company’s proxy statement filed with the SEC on April 8, 2026, and the foregoing description is qualified in

its entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated

herein by reference.

Item 5.07 Submission of Matters to a Vote

of Security Holders.

On May 20, 2026, the Company held the 2026

Annual Meeting. At the 2026 Annual Meeting, the Company’s stockholders: (i) elected the six nominated directors to the Company’s

Board of Directors, each to serve until the Company’s 2027 annual meeting of stockholders and until her or his successor is duly

elected and qualifies, (ii) approved, on an advisory basis, the compensation of the Company’s named executive officers, (iii) approved

an amendment to the Plan to (x) extend the term of the Plan through May 20, 2036 and (y) increase the number of shares reserved for issuance

thereunder by 300,000 shares and (iv) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered

public accounting firm for the year ending December 31, 2026. The full results of the matters voted on at the 2026 Annual Meeting are

set forth below:

Proposal 1 — Election of Directors:

Nominee for Director

For

Against

Abstain

Broker Non-Votes

Jeffrey M. Busch

7,277,385

382,226

13,027

2,422,487

Matthew Cypher

7,540,152

101,738

30,752

2,422,483

Mark Decker, Jr.

7,431,868

210,788

29,984

2,422,485

Zhang Huiqi

6,793,234

844,930

34,471

2,422,490

Paula R. Crowley

7,536,881

102,357

33,400

2,422,487

Lori Wittman

7,567,968

72,400

32,274

2,422,483

Proposal 2 — Advisory Vote on Named

Executive Officer Compensation:

For

Against

Abstain

Broker Non-Votes

7,144,118

394,460

134,058

2,422,489

Proposal 3 — Amendment to the Company’s

2016 Equity Incentive Plan to (i) Extend the Term of the Plan through May 20, 2036 and (ii) Increase the Number of Shares Reserved

For Issuance Thereunder by 300,000 Shares:

For

Against

Abstain

Broker Non-Votes

7,216,183

397,215

59,237

2,422,490

Proposal 4 — Ratification of Appointment of Independent Registered

Public Accounting Firm:

For

Against

Abstain

Broker Non-Votes

10,009,663

46,235

39,227

0

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on May

20, 2026 regarding, among other things, Mr. Fitzgerald’s appointment to the Company’s Board. A copy of the press release is

furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.

Such press release shall not be deemed “filed”

for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

or otherwise subject to the liabilities of that Section. The information in this Item 7.01, as well as Exhibit 99.1, shall not be deemed

incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general

incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits

Exhibit

No.

Description

10.1

Chiron

Real Estate Inc. 2016 Equity Incentive Plan (as amended through May 20, 2026) (incorporated by reference to Appendix A of Chiron

Real Estate Inc.’s Definitive Proxy Statement on Schedule 14A, filed on April 8, 2026)

99.1*

Press

Release dated May 20, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

* Furnished herewith.

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: May 20, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2615244d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Chiron Real Estate Inc. Announces Appointment

of Charles Fitzgerald to its Board of Directors and the Declaration of its Second Quarter Preferred Dividends

Bethesda, MD – May 20, 2026 – (BUSINESS

WIRE) – Chiron Real Estate Inc. (NYSE: XRN) (the “Company” or “Chiron”), today announced the appointment

of Charles Fitzgerald to the Company’s Board of Directors (the “Board”), effective as of May 20, 2026, and the declaration

of the Company’s second quarter 2026 preferred dividends.

Mr. Fitzgerald will serve as a member of the Board’s

Compensation and Nominating and Corporate Governance Committees. Underscoring his strong alignment with shareholder interests, Mr. Fitzgerald

holds 97,293 shares of Chiron common stock via affiliated entities, representing approximately $3.4 million of invested capital.

Appointment of Charles Fitzgerald to the Board

Mr. Fitzgerald, age 51, is the Founder

and Managing Partner of Maewyn Capital Partners LLC. Prior to forming Maewyn, he was the Founder, Managing Partner and Co-Portfolio Manager

of V3 Capital Management LP, and previously held senior investment roles at High Rise Capital Management, JP Morgan Fleming Asset Management

and Prudential Real Estate Investors. Mr. Fitzgerald has nearly 30 years of experience investing across public and private real estate

markets.

He currently serves on the Board of Directors

of FrontView REIT, Inc. (FVR) and on the board of Vibrant Emotional Health, a nonprofit focused on emotional wellness and the administrator

of the national 988 Suicide & Crisis Lifeline. Mr. Fitzgerald holds a Bachelor of Arts in Finance and Economics from Northern State

University and is a CFA charterholder.

Lori Wittman, the Board’s Lead Independent

Director, commented, "We are delighted to welcome Charles to the Board during this period of strategic transition. Charles brings

a wealth of institutional knowledge, deep public REIT expertise, and sophisticated financial acumen that aligns perfectly with our commitment

to rigorous board leadership. We look forward to working together to continue to propel the Company’s growth.”

Mark Decker Jr., the Company’s Chief Executive

Officer and President, commented, “Charles is a highly respected figure in the real estate investment community, widely recognized

for his disciplined approach to capital allocation and his deep, long-standing relationships with institutional investors. We believe

that his owner-operator mindset will be an incredible asset as we accelerate our strategic initiatives and focus on driving sustainable,

long-term total returns for our shareholders.”

1

Declaration of Second Quarter Preferred Stock

Dividends

Series

A Preferred Stock Dividend. On May 20, 2026, the Board declared a $0.46875 per share cash dividend to holders of record

as of July 15, 2026, of the Company’s Series A Preferred Stock, which will be paid on July 31, 2026. This dividend represents the

Company’s quarterly dividend on its Series A Preferred Stock for the period from April 30, 2026 through July 30, 2026.

Series

B Preferred Stock Dividend. On May 20, 2026, the Board declared a $0.50 per share cash dividend to holders of record as

of July 15, 2026, of the Company’s Series B Preferred Stock, which will be paid on July 31, 2026. This dividend represents the Company’s

quarterly dividend on its Series B Preferred Stock for the period from April 30, 2026 through July 30, 2026.

Forward-Looking Statements

Certain statements contained herein may be considered

“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and it is the Company’s

intent that any such statements be protected by the safe harbor created thereby. These forward-looking statements are identified by their

use of terms and phrases such as "anticipate," "believe," "could," "estimate," "expect,"

"intend," "may," "should," "plan," "predict," "project," "will,"

"continue" and other similar terms and phrases, including references to assumptions and forecasts of future results. Except

for historical information, the statements set forth herein including, but not limited to, any statements regarding our earnings, our

liquidity, our tenants’ ability to pay rent to us, expected financial performance (including future cash flows associated with our

joint venture or new tenants or the expansion of current properties), future dividends, interest rates or other financial items; any other

statements concerning our plans, strategies, objectives and expectations for future operations and future portfolio occupancy rates, our

pipeline of acquisition opportunities and expected acquisition activity, including the timing and/or successful completion of any acquisitions

and expected rent receipts on these properties, our expected disposition activity, including the timing and/or successful completion of

any dispositions and the expected use of proceeds therefrom, and any statements regarding future economic conditions or performance are

forward-looking statements. These forward-looking statements are based on our current expectations, estimates and assumptions and are

subject to certain risks and uncertainties. Although the Company believes that the expectations, estimates and assumptions reflected in

its forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of the Company’s

forward-looking statements. Additional information concerning us and our business, including additional factors that could materially

and adversely affect our financial results, include, without limitation, the risks described under Part I, Item 1A - Risk Factors, in

our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, and in our other filings with the SEC. You are cautioned not to place

undue reliance on forward-looking statements. The Company does not intend, and undertakes no obligation, to update any forward-looking

statement.

2

About Chiron

Chiron is a real estate investment trust (“REIT”)

focused on investing in the future of healthcare. At Chiron we strive to deliver value at the intersection of care, capital and real

estate. Additional information about Chiron can be obtained on its website at www.chironre.com.

Investor Relations

Email:

Investors@chironre.com

Phone: 202-524-6869

3

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