8-K - XRN - Equibles

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 eventreported): February 25, 2026 (February 23, 2026)

ChironReal Estate Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-37815	46-4757266
(State or Other Jurisdiction<br><br> <br>of Incorporation)	(Commission<br><br> <br>File Number)	(I.R.S. Employer<br><br> <br>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)

Global Medical REIT Inc.

(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 2.02	Results of Operations and Financial Condition.

On February 25, 2026, Chiron Real Estate Inc. (the “Company”) announced its financial position as of December 31, 2025 and operating results for the three months and year ended December 31, 2025 and other related information (the “Earnings Release”). The Company also posted its Fourth Quarter 2025 Earnings Supplemental (the “Supplemental”) to the Company’s website at www.chironre.com. The Earnings Release and Supplemental are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

The information included in this Item 2.02 of this Current Report on Form 8-K, including the Earnings Release and Supplemental, shall not be deemed “filed” for 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, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 19, 2026, the Company filed Articles of Amendment to its charter (the “Amendment”) with the Maryland State Department of Assessments and Taxation and amended and restated its Fourth Amended and Restated Bylaws (as so amended and restated, the “Fifth Amended and Restated Bylaws”), each effective as of 12:01 a.m., Eastern Time, on February 23, 2026, solely to change the Company’s name from Global Medical REIT Inc. to “Chiron Real Estate Inc.” In connection with the name change, the Company, as the sole member of the general partner of Chiron Real Estate LP (the “Operating Partnership”), caused the name of the Operating Partnership to be changed from Global Medical REIT L.P. to Chiron Real Estate LP.

The foregoing description of the Amendment and the Fifth Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment and the Fifth Amended and Restated Bylaws, which are attached hereto as Exhibits 3.1 and 3.2, respectively, and which are incorporated herein by reference.

Item 7.01	Regulation FD Disclosure.

On February 25, 2026, the Company posted a presentation concerning the Company on its website, www.chironre.com, on the “Investor Relations” page. A copy of the investor presentation is furnished as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure. Such investor presentation shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Item 7.01, as well as Exhibit 99.3, 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 8.01	Other Events.

In connection with the name change, effective as of February 23, 2026, the Company’s trading symbols on the New York Stock Exchange changed from “GMRE” to “XRN” for the Company’s common stock, from “GMRE PrA” to “XRN PrA” for the Company’s 7.50% Series A cumulative redeemable preferred stock and from “GMRE PrB” to “XRN PrB” for the Company’s 8.00% Series B cumulative redeemable preferred stock.

Additionally, in connection with the name change, the Company launched a new corporate website on February 23, 2026: www.chironre.com. The Company’s investor relations information, including press releases and links to the Company’s SEC filings, can be found on this website.

Item9.01	FinancialStatements and Exhibits

(d) Exhibits

Exhibit No.	Description
3.1	Articles<br> of Amendment of the Company, effective as of February 23, 2026
3.2	Fifth<br> Amended and Restated Bylaws of the Company, effective as of February 23, 2026
99.1*	Fourth<br> Quarter 2025 Earnings Release
99.2*	Fourth<br> Quarter 2025 Earnings Supplement
99.3*	Investor<br> Presentation dated February 25, 2026
104	Cover<br> 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: February 25, 2026

Exhibit 3.1

GLOBAL MEDICAL REIT INC.

ARTICLESOF AMENDMENT

Global Medical REIT Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The charter of the Corporation (the “Charter”) is hereby amended to provide that, at the Effective Time (as defined below), the Corporation’s name shall be changed to Chiron Real Estate Inc. and by deleting existing Article II of Exhibit A in its entirety and substituting in lieu thereof a new article to read as follows:

ARTICLE II

NAME

The name of the corporation (which is hereinafter called the “Corporation”) is:

Chiron Real Estate Inc.

SECOND: These Articles of Amendment shall be effective at 12:01 a.m., eastern time, on February 23, 2026 (the “Effective Time”).

THIRD: The amendment to the Charter as set forth above has been duly approved by a majority of the Board of Directors of the Corporation as required by the Maryland General Corporation Law (the “MGCL”). Pursuant to Section 2-605(a)(1) of the MGCL, no stockholder approval was required.

FOURTH: The undersigned Chief Executive Officer and President acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer and President acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its Chief Executive Officer and President and attested to by its General Counsel and Secretary on this 19^th^ day of February, 2026.

ATTEST:		GLOBAL MEDICAL REIT INC.
By:	/s/ Jamie Barber	By:	/s/ Mark Decker, Jr.
Name:	Jamie Barber	Name:	Mark Decker, Jr.
Title:	General Counsel and Secretary	Title:	Chief Executive Officer and President

Exhibit 3.2

CHIRON REAL ESTATE INC.

FIFTH AMENDED AND RESTATED BYLAWS

Adopted as of February 23, 2026

Article I

OFFICES

Section 1.              PRINCIPAL OFFICE. The principal office of Chiron Real Estate Inc., a Maryland corporation (the “Corporation”), in the State of Maryland shall be located at such place as the board of directors of the Corporation (the “Board of Directors” or “board”) may designate.

Section 2.              ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, at such places as the Board of Directors may from time to time determine or the business of the Corporation may require.

Article II

MEETINGS OF STOCKHOLDERS

Section 1.              PLACE. All meetings of stockholders shall be held at the principal executive office of the Corporation or at such other place as shall be set in accordance with these Bylaws and stated in the notice of the meeting. The Board of Directors is authorized to determine that a meeting not be held at any place, but instead may be held partially or solely by means of remote communication. In accordance with these Bylaws and subject to any guidelines and procedures adopted by the Board of Directors, stockholders and proxy holders may participate in any meeting of stockholders held by means of remote communication and may vote at such meeting as permitted by Maryland law. Participation in a meeting by these means constitutes presence in person at the meeting.

Section 2.              ANNUAL MEETING. An annual meeting of stockholders for the election of directors and the transaction of any business within the powers of the Corporation shall be held on the date and at the time and place set by the Board of Directors.

Section 3.              SPECIAL MEETINGS.

(a)           General. Each of the chair of the board, chief executive officer, president and Board of Directors may call a special meeting of stockholders. Except as provided in subsection (b)(4) of this Section 3, a special meeting of stockholders shall be held on the date and at the time and place set by the chair of the board, chief executive officer, president or Board of Directors, whoever has called the meeting. Subject to subsection (b) of this Section 3, a special meeting of stockholders shall also be called by the secretary of the Corporation to act on any matter that may properly be considered at a special meeting of stockholders upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast on such matter at such meeting.

(b)           Stockholder-Requested Special Meetings.

(1)           Any stockholder of record seeking to have stockholders request a special meeting shall, by sending written notice to the secretary (the “Record Date Request Notice”) at the principal executive office of the Corporation by registered mail, return receipt requested, request the Board of Directors to fix a record date to determine the stockholders entitled to request a special meeting (the “Request Record Date”). The Record Date Request Notice shall set forth the purpose of the meeting and the matters proposed to be acted on at it, shall be signed by one or more stockholders of record as of the date of signature (or their agents duly authorized in a writing accompanying the Record Date Request Notice), shall bear the date of signature of each such stockholder (or such agent) and shall set forth all information relating to each such stockholder and each matter proposed to be acted on at the meeting that would be required to be disclosed in connection with the solicitation of proxies for the election of directors in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such a solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”). Upon receiving the Record Date Request Notice, the Board of Directors may fix a Request Record Date. The Request Record Date shall not precede and shall not be more than ten days after the close of business on the date on which the resolution fixing the Request Record Date is adopted by the Board of Directors. If the Board of Directors, within ten days after the date on which a valid Record Date Request Notice is received, fails to adopt a resolution fixing the Request Record Date, the Request Record Date shall be the close of business on the tenth day after the first date on which such Record Date Request Notice is received by the secretary.

(2)           In order for any stockholder to request a special meeting to act on any matter that may properly be considered at a special meeting of stockholders, one or more written requests for a special meeting (collectively, the “Special Meeting Request”) signed by stockholders of record (or their agents duly authorized in a writing accompanying the request) as of the Request Record Date entitled to cast not less than a majority of all of the votes entitled to be cast on such matter at such meeting (the “Special Meeting Percentage”) shall be delivered to the secretary. In addition, the Special Meeting Request shall (a) set forth the purpose of the meeting and the matters proposed to be acted on at it (which shall be limited to those lawful matters set forth in the Record Date Request Notice received by the secretary), (b) bear the date of signature of each such stockholder (or such agent) signing the Special Meeting Request, (c) set forth (i) the name and address, as they appear in the Corporation’s books, of each stockholder signing such request (or on whose behalf the Special Meeting Request is signed), (ii) the class, series and number of all shares of stock of the Corporation which are owned (beneficially or of record) by each such stockholder and (iii) the nominee holder for, and number of, shares of stock of the Corporation owned beneficially but not of record by such stockholder, (d) be sent to the secretary by registered mail, return receipt requested, and (e) be received by the secretary within 60 days after the Request Record Date. Any requesting stockholder (or agent duly authorized in a writing accompanying the revocation of the Special Meeting Request) may revoke such stockholder’s request for a special meeting at any time by written revocation delivered to the secretary.

(3)           The secretary shall inform the requesting stockholders of the reasonably estimated cost of preparing and mailing or delivering the notice of the meeting (including the Corporation’s proxy materials). The secretary shall not be required to call a special meeting upon stockholder request and such meeting shall not be held unless, in addition to the documents required by paragraph (2) of this Section 3(b), the secretary receives payment of such reasonably estimated cost prior to the preparation and mailing or delivery of such notice of the meeting.

(4)           In the case of any special meeting called by the secretary upon the request of stockholders (a “Stockholder-Requested Meeting”), such meeting shall be held at such place, date and time as may be designated by the Board of Directors; provided, however, that the date of any Stockholder-Requested Meeting shall be not more than 90 days after the record date for such meeting (the “Meeting Record Date”); and provided further that if the Board of Directors fails to designate, within ten days after the date that a valid Special Meeting Request is actually received by the secretary (the “Delivery Date”), a date and time for a Stockholder-Requested Meeting, then such meeting shall be held at 2:00 p.m., local time, on the 90th day after the Meeting Record Date or, if such 90th day is not a Business Day (as defined below), on the first preceding Business Day; and provided further that in the event that the Board of Directors fails to designate a place for a Stockholder-Requested Meeting within ten days after the Delivery Date, then such meeting shall be held at the principal executive office of the Corporation. In fixing a date for a Stockholder-Requested Meeting, the Board of Directors may consider such factors as it deems relevant, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for the meeting and any plan of the Board of Directors to call an annual meeting or a special meeting. In the case of any Stockholder-Requested Meeting, if the Board of Directors fails to fix a Meeting Record Date that is a date within 30 days after the Delivery Date, then the close of business on the 30th day after the Delivery Date shall be the Meeting Record Date. The Board of Directors may revoke the notice for any Stockholder-Requested Meeting in the event that the requesting stockholders fail to comply with the provisions of paragraph (3) of this Section 3(b).

(5)           If written revocations of the Special Meeting Request have been delivered to the secretary and the result is that stockholders of record (or their agents duly authorized in writing), as of the Request Record Date, entitled to cast less than the Special Meeting Percentage have delivered, and not revoked, requests for a special meeting on the matter to the secretary: (i) if the notice of meeting has not already been delivered, the secretary shall refrain from delivering the notice of the meeting and send to all requesting stockholders who have not revoked such requests written notice of any revocation of a request for a special meeting on the matter, or (ii) if the notice of meeting has been delivered and if the secretary first sends to all requesting stockholders who have not revoked requests for a special meeting on the matter written notice of any revocation of a request for the special meeting and written notice of the Corporation’s intention to revoke the notice of the meeting or for the chair of the meeting to adjourn the meeting without action on the matter, (A) the secretary may revoke the notice of the meeting at any time before ten days before the commencement of the meeting or (B) the chair of the meeting may call the meeting to order and adjourn the meeting from time to time without acting on the matter. Any request for a special meeting received after a revocation by the secretary of a notice of a meeting shall be considered a request for a new special meeting.

(6)           The chair of the board, chief executive officer, president or Board of Directors may appoint regionally or nationally recognized independent inspectors of elections to act as the agent of the Corporation for the purpose of promptly performing a ministerial review of the validity of any purported Special Meeting Request received by the secretary. For the purpose of permitting the inspectors to perform such review, no such purported Special Meeting Request shall be deemed to have been received by the secretary until the earlier of (i) five Business Days after actual receipt by the secretary of such purported request and (ii) such date as the independent inspectors certify to the Corporation that the valid requests received by the secretary represent, as of the Request Record Date, stockholders of record entitled to cast not less than the Special Meeting Percentage. Nothing contained in this paragraph (6) shall in any way be construed to suggest or imply that the Corporation or any stockholder shall not be entitled to contest the validity of any request, whether during or after such five Business Day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

(7)           For purposes of these Bylaws, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

Section 4.              NOTICE. Not less than ten nor more than 90 days before each meeting of stockholders, the secretary shall give to each stockholder entitled to vote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the meeting notice in writing or by electronic transmission stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, by mail, by presenting it to such stockholder personally, by leaving it at the stockholder’s residence or usual place of business, by electronic transmission or by any other means permitted by Maryland law. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at the stockholder’s address as it appears on the records of the Corporation, with postage thereon prepaid. If transmitted electronically, such notice shall be deemed to be given when transmitted to the stockholder by an electronic transmission to any address or number of the stockholder at which the stockholder receives electronic transmissions. The Corporation may give a single notice to all stockholders who share an address, which single notice shall be effective as to any stockholder at such address, unless such stockholder objects to receiving such single notice or revokes a prior consent to receiving such single notice. Failure to give notice of any meeting to one or more stockholders, or any irregularity in such notice, shall not affect the validity of any meeting fixed in accordance with this Article II or the validity of any proceedings at any such meeting.

Subject to Section 11(a) of this Article II, any business of the Corporation may be transacted at an annual meeting of stockholders without being specifically designated in the notice, except such business as is required by any statute to be stated in such notice. No business shall be transacted at a special meeting of stockholders except as specifically designated in the notice. The Corporation may postpone or cancel a meeting of stockholders by making a public announcement (as defined in Section 11(c)(4) of this Article II) of such postponement or cancellation prior to the meeting. Notice of the date, time and place to which the meeting is postponed shall be given not less than ten days prior to such date and otherwise in the manner set forth in this section.

Section 5.              ORGANIZATION AND CONDUCT. Every meeting of stockholders shall be conducted by an individual appointed by the Board of Directors to be chair of the meeting or, in the absence of such appointment or appointed individual, by the chair of the board or, in the case of a vacancy in the office or absence of the chair of the board, by one of the following officers present at the meeting in the following order: the vice chair of the board, if there is one, the chief executive officer, the president, the vice presidents in their order of rank and, within each rank, in their order of seniority, the secretary, or, in the absence of such officers, a chair chosen by the stockholders by the vote of a majority of the votes cast by stockholders present in person or by proxy. The secretary or, in the case of a vacancy in the office or absence of the secretary, an assistant secretary or an individual appointed by the Board of Directors or the chair of the meeting shall act as secretary. In the event that the secretary presides at a meeting of stockholders, an assistant secretary, or, in the absence of all assistant secretaries, an individual appointed by the Board of Directors or the chair of the meeting, shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of stockholders shall be determined by the chair of the meeting. The chair of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of the chair and without any action by the stockholders, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance or participation at the meeting to stockholders of record of the Corporation, their duly authorized proxies and such other individuals as the chair of the meeting may determine; (c) limiting the time allotted to questions or comments; (d) determining when and for how long the polls should be opened and when the polls should be closed and when announcement of the results should be made; (e) maintaining order and security at the meeting; (f) removing any stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chair of the meeting; (g) concluding a meeting or recessing or adjourning the meeting, whether or not a quorum is present, to a later date and time and at a place either (i) announced at the meeting or (ii) provided at a future time through means announced at the meeting; and (h) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chair of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 6.              QUORUM. At any meeting of stockholders, the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting on any matter shall constitute a quorum; but this section shall not affect any requirement under any statute or the charter of the Corporation (the “Charter”) for the vote necessary for the approval of any matter. If such quorum is not established at any meeting of the stockholders, the chair of the meeting may adjourn the meeting from time to time to a date not more than 120 days after the original record date without notice other than announcement at the meeting.

The stockholders present either in person or by proxy, at a meeting which has been duly called and at which a quorum has been established, may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough stockholders to leave fewer than would be required to establish a quorum.

Section 7.              VOTING. A majority of all the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to elect a director; provided, however, that directors shall be elected by a plurality of the votes cast at a meeting of stockholders for which the Secretary determines that the number of nominees exceeds the number of directors to be elected as of the record date for such meeting of stockholders. Each share entitles the holder thereof to vote for as many individuals as there are directors to be elected and for whose election the holder is entitled to vote. A majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting, unless more than a majority of the votes cast is required by statute, by the Charter or by Article XIV of these Bylaws. Unless otherwise provided by statute or by the Charter, each outstanding share of stock, regardless of class, entitles the holder thereof to cast one vote on each matter submitted to a vote at a meeting of stockholders. Voting on any question or in any election may be viva voce unless the chair of the meeting shall order that voting be by ballot or otherwise.

Section 8.              PROXIES. A stockholder may cast the votes entitled to be cast by the shares of stock owned of record by the stockholder in person or by a proxy that is (a) executed or authorized by the stockholder or by the stockholder’s duly authorized agent in any manner permitted by applicable law, (b) compliant with Maryland law and these Bylaws and (c) filed in accordance with the procedures established by the Corporation. Such proxy or evidence of authorization of such proxy shall be filed with the secretary of the Corporation before or at the meeting. No proxy shall be valid more than eleven months after its date unless otherwise provided in the proxy.

Any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board of Directors.

Section 9.              VOTING OF STOCK BY CERTAIN HOLDERS. Stock of the Corporation registered in the name of a corporation, limited liability company, partnership, joint venture, trust or other entity, if entitled to be voted, may be voted by the president or a vice president, managing member, manager, general partner or trustee thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such stock. Any trustee or fiduciary, in such capacity, may vote stock registered in such trustee’s or fiduciary’s name, either in person or by proxy.

Shares of stock of the Corporation directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.

The Board of Directors may adopt by resolution a procedure by which a stockholder may certify in writing to the Corporation that any shares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution shall set forth the class of stockholders who may make the certification, the purpose for which the certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date, the time after the record date within which the certification must be received by the Corporation; and any other provisions with respect to the procedure which the Board of Directors considers necessary or appropriate. On receipt by the secretary of the Corporation of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the holder of record of the specified stock in place of the stockholder who makes the certification.

Section 10.            INSPECTORS. The Board of Directors or the chair of the meeting may appoint, before or at the meeting, one or more inspectors for the meeting and any successor to the inspector. Except as otherwise provided by the chair of the meeting, the inspectors, if any, shall (i) determine the number of shares of stock represented at the meeting, in person or by proxy, and the validity and effect of proxies, (ii) receive and tabulate all votes, ballots or consents, (iii) report such tabulation to the chair of the meeting, (iv) hear and determine all challenges and questions arising in connection with the right to vote, and (v) do such acts as are proper to fairly conduct the election or vote. Each such report shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

Section 11.            ADVANCE NOTICE OF STOCKHOLDER NOMINEES FOR DIRECTOR AND OTHER STOCKHOLDER PROPOSALS.

(a)           Annual Meetings of Stockholders.

(1)           Nominations of individuals for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) by any stockholder of the Corporation who was a stockholder of record at the record date set by the Board of Directors for the purpose of determining stockholders entitled to vote at the annual meeting, at the time of giving of notice by the stockholder as provided for in this Section 11(a) and at the time of the annual meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated or on any such other business and who has complied with this Section 11(a).

(2)           For any nomination for election to the Board of Directors or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) of this Section 11, the stockholder must have given timely notice thereof in writing to the secretary of the Corporation and any such other business must otherwise be a proper matter for action by the stockholders. To be timely, a stockholder’s notice shall set forth all information and certifications required under this Section 11 and shall be delivered to the secretary at the principal executive office of the Corporation not earlier than the 150th day nor later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date of the proxy statement (as defined in Section 11(c)(4) of this Article II) for the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, in order for notice by the stockholder to be timely, such notice must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of such annual meeting, as originally convened, or the tenth day following the day on which public announcement of the date of such meeting is first made. The public announcement of a postponement or adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

(3)           Such stockholder’s notice shall set forth:

(i)            as to each individual whom the stockholder proposes to nominate for election or reelection as a director (each, a “Proposed Nominee”), all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act;

(ii)           as to any other business that the stockholder proposes to bring before the meeting, (A) a description of such business (including the text of any proposal), the stockholder’s reasons for proposing such business at the meeting and any material interest in such business of such stockholder or any Stockholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder or the Stockholder Associated Person therefrom and (B) any other information relating to such item of business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies in support of the business proposed to be brought before the meeting pursuant to Regulation 14A (or any successor provision) of the Exchange Act;

(iii)          as to the stockholder giving the notice, any Proposed Nominee and any Stockholder Associated Person,

(A)           the class, series and number of all shares of stock or other securities of the Corporation or any affiliate thereof (collectively, the “Company Securities”), if any, which are owned (beneficially or of record) by such stockholder, Proposed Nominee or Stockholder Associated Person, the date on which each such Company Security was acquired and the investment intent of such acquisition, and any short interest (including any opportunity to profit or share in any benefit from any decrease in the price of such stock or other security) in any Company Securities of any such person,

(B)           the nominee holder for, and number of, any Company Securities owned beneficially but not of record by such stockholder, Proposed Nominee or Stockholder Associated Person,

(C)           whether and the extent to which such stockholder, Proposed Nominee or Stockholder Associated Person, directly or indirectly (through brokers, nominees or otherwise), is subject to or during the last six months has engaged in any hedging, derivative or other transaction or series of transactions or entered into any other agreement, arrangement or understanding (including any short interest, any borrowing or lending of securities or any proxy or voting agreement), the effect or intent of which is to (I) manage risk or benefit of changes in the price of (x) Company Securities or (y) any security of any entity that was listed in the Peer Group in the Stock Performance Graph in the most recent annual report to security holders of the Corporation (a “Peer Group Company”) for such stockholder, Proposed Nominee or Stockholder Associated Person or (II) increase or decrease the voting power of such stockholder, Proposed Nominee or Stockholder Associated Person in the Corporation or any affiliate thereof (or, as applicable, in any Peer Group Company) disproportionately to such person’s economic interest in the Company Securities (or, as applicable, in any Peer Group Company), and

(D)           any substantial interest, direct or indirect (including, without limitation, any existing or prospective commercial, business or contractual relationship with the Corporation), by security holdings or otherwise, of such stockholder, Proposed Nominee or Stockholder Associated Person, in the Corporation or any affiliate thereof, other than an interest arising from the ownership of Company Securities where such stockholder, Proposed Nominee or Stockholder Associated Person receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class or series;

(iv)          as to the stockholder giving the notice, any Stockholder Associated Person with an interest or ownership referred to in clauses (ii) or (iii) of this paragraph (3) of this Section 11(a) and any Proposed Nominee,

(A)           the name and address of such stockholder, as they appear on the Corporation’s stock ledger, and the current name and business address, if different, of each such Stockholder Associated Person and any Proposed Nominee and

(B)           the investment strategy or objective, if any, of such stockholder and each such Stockholder Associated Person who is not an individual and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such stockholder and each such Stockholder Associated Person;

(v)           the name and address of any person who contacted or was contacted by the stockholder giving the notice or any Stockholder Associated Person about the Proposed Nominee or other business proposal;

(vi)          to the extent known by the stockholder giving the notice, the name and address of any other person supporting the nominee for election or reelection as a director or the proposal of other business;

(vii)         if the stockholder is proposing one or more Proposed Nominees, a representation that such stockholder, Proposed Nominee or Stockholder Associated Person intends or is part of a group which intends to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors in support of the Proposed Nominees in accordance with Rule 14a-19 (or any successor provision) of the Exchange Act; and

(viii)        all other information regarding the stockholder giving the notice and each Stockholder Associated Person that would be required to be disclosed by the stockholder in connection with the solicitation of proxies for the election of directors in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such a solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act.

(4)           Such stockholder’s notice shall, with respect to any Proposed Nominee, be accompanied by:

(i)            a written representation and agreement (in a form provided by the Secretary on written request) executed by the Proposed Nominee,

(A)           certifying that such Proposed Nominee (I) is not, and will not become, a party to any agreement, arrangement or understanding with any person or entity other than the Corporation in connection with service or action as a director that has not been disclosed to the Corporation, (II) will serve as a director of the Corporation if elected and will notify the Corporation simultaneously with the notification to the stockholder of the Proposed Nominee’s actual or potential unwillingness or inability to serve as a director and (III) does not need any permission or consent from any third party to serve as a director of the Corporation, if elected, that has not been obtained, including any employer or any other board or governing body on which such Proposed Nominee serves;

(B)            attaching copies of any and all requisite permissions or consents; and

(C)            attaching a completed Proposed Nominee questionnaire (which questionnaire shall be provided by the Corporation, upon request by the stockholder providing the notice, and shall include all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act, or would be required pursuant to the rules of any national securities exchange on which any securities of the Corporation are listed or over-the-counter market on which any securities of the Corporation are traded);

(ii)           a certificate executed by the stockholder certifying that such stockholder will:

(A)           comply with Rule 14a-19 (or any successor provision) promulgated under the Exchange Act in connection with such stockholder’s solicitation of proxies in support of any Proposed Nominee;

(B)           notify the Corporation as promptly as practicable of any determination by the stockholder to no longer solicit proxies for the election of any Proposed Nominee as a director at the annual meeting;

(C)            furnish such other or additional information as the Corporation may request for the purpose of determining whether the requirements of Section 11 of this Article II have been complied with and evaluating any nomination or other business described in the stockholder’s notice; and

(D)           appear in person or by proxy at the meeting to nominate any Proposed Nominees or to bring such business before the meeting, as applicable, and acknowledging that if the stockholder does not so appear in person or by proxy at the meeting to nominate such Proposed Nominees or bring such business before the meeting, as applicable, the Corporation need not bring such Proposed Nominee or such business for a vote at such meeting and any proxies or votes cast in favor of the election of any such Proposed Nominee or of any proposal related to such other business need not be counted or considered.

(5)           Notwithstanding anything in this subsection (a) of this Section 11 to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased, and there is no public announcement of such action at least 130 days prior to the first anniversary of the date of the proxy statement (as defined in Section 11(c)(4) of this Article II) for the preceding year’s annual meeting, a stockholder’s notice required by clause (iii) of paragraph (a)(1) of this Section 11 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the secretary at the principal executive office of the Corporation not later than 5:00 p.m., Eastern Time, on the tenth day following the day on which such public announcement is first made by the Corporation.

(6)           For purposes of this Section 11, “Stockholder Associated Person” of any stockholder shall mean (i) any person acting in concert with such stockholder or another Stockholder Associated Person or who is otherwise a “participant” (as defined in Instruction 3 to Item 4 of Schedule 14A (or any successor provision) under the Exchange Act) in the solicitation, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder (other than a stockholder that is a depositary) and (iii) any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such stockholder or such Stockholder Associated Person.

(b)           Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors or (ii) provided that the special meeting has been called in accordance with Section 3(a) of this Article II for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record at the record date set by the Board of Directors for the purpose of determining stockholders entitled to vote at the special meeting, at the time of giving of notice provided for in this Section 11 and at the time of the special meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 11. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing all of the information and certifications required by paragraphs (a)(3) and (4) of this Section 11, is delivered to the secretary at the principal executive office of the Corporation not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting. The public announcement of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

(1)           If any information or certification submitted pursuant to this Section 11 by any stockholder proposing a nominee for election as a director or any proposal for other business at a meeting of stockholders, including any information or certification from a Proposed Nominee, shall be inaccurate in any material respect, such information or certification may be deemed not to have been provided in accordance with this Section 11. Any such stockholder shall notify the Corporation of any inaccuracy or change (within two Business Days of becoming aware of such inaccuracy or change) in any such information or certification. Upon written request by the secretary or the Board of Directors, any such stockholder or Proposed Nominee shall provide, within five Business Days of delivery of such request (or such other period as may be specified in such request), (A) written verification, satisfactory, in the discretion of the Board of Directors or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholder pursuant to this Section 11, (B) a written update of any information (including, if requested by the Corporation, written confirmation by such stockholder that it continues to intend to bring such nomination or other business proposal before the meeting and, if applicable, satisfy the requirements of Rule 14a-19 (or any successor provision) of the Exchange Act) submitted by the stockholder pursuant to this Section 11 as of an earlier date and (C) an updated certification by each Proposed Nominee that such individual will serve as a director of the Corporation if elected. If a stockholder or Proposed Nominee fails to provide such written verification, update or certification within such period, the information as to which such written verification, update or certification was requested may be deemed not to have been provided in accordance with this Section 11.

(2)           Only such individuals who are nominated in accordance with this Section 11 shall be eligible for election by stockholders as directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with this Section 11. A stockholder proposing a Proposed Nominee shall have no right to (i) nominate a number of Proposed Nominees that exceeds the number of directors to be elected at the meeting or (ii) substitute or replace any Proposed Nominee unless such substitute or replacement is nominated in accordance with this Section 11 (including the timely provision of all information and certifications with respect to such substitute or replacement Proposed Nominee in accordance with the deadlines set forth in this Section 11). If the Corporation provides notice to a stockholder that the number of Proposed Nominees proposed by such stockholder exceeds the number of directors to be elected at a meeting, the stockholder must provide written notice to the Corporation within five Business Days stating the names of the Proposed Nominees that have been withdrawn so that the number of Proposed Nominees proposed by such stockholder no longer exceeds the number of directors to be elected at a meeting. If any individual who is nominated in accordance with this Section 11 becomes unwilling or unable to serve on the Board of Directors, then the nomination with respect to such individual shall no longer be valid and no votes may validly be cast for such individual. The chair of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 11.

(3)           Notwithstanding the foregoing provisions of this Section 11, the Corporation shall disregard any proxy authority granted in favor of, or votes for, any Proposed Nominee if the stockholder or Stockholder Associated Person (each, a “Soliciting Stockholder”) soliciting proxies in support of such Proposed Nominee abandons the solicitation or does not (i) comply with Rule 14a-19 (or any successor provision) promulgated under the Exchange Act, including any failure by the Soliciting Stockholder to (A) provide the Corporation with any notices required thereunder in a timely manner or (B) comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) (or any successor provisions) promulgated under the Exchange Act or (ii) timely provide documentary evidence that, in the determination of the Board of Directors, is sufficient to satisfy the Corporation that such Soliciting Stockholder has met the requirements of Rule 14a-19 (or any successor provision) promulgated under the Exchange Act in accordance with the following sentence. Any Soliciting Stockholder providing notice of nomination pursuant to this Section 11 shall, no later than five Business Days prior to the applicable meeting, deliver to the Corporation (i) a certificate executed by such Soliciting Stockholder certifying that such Soliciting Stockholder has met the requirements of Rule 14a-19(a) (or any successor provision) and (ii) sufficient evidence, in the judgment of the Board of Directors, that such Soliciting Stockholder has met the requirements of Rule 14a-19(a)(3) (or any successor provision) promulgated under the Exchange Act.

(4)           For purposes of this Section 11, “the date of the proxy statement” shall have the same meaning as “the date of the company’s proxy statement released to shareholders” as used in Rule 14a-8(e) promulgated under the Exchange Act, as interpreted by the Securities and Exchange Commission from time to time. “Public announcement” shall mean disclosure (A) in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or other widely circulated news or wire service or (B) in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to the Exchange Act.

(5)           Notwithstanding the foregoing provisions of this Section 11, a stockholder shall also comply with all applicable requirements of state law and of the Exchange Act with respect to the matters set forth in this Section 11. Nothing in this Section 11 shall be deemed to affect any right of a stockholder to request inclusion of a proposal in, or the right of the Corporation to omit a proposal from, any proxy statement filed by the Corporation with the Securities and Exchange Commission pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act. Nothing in this Section 11 shall require disclosure of revocable proxies received by, or routine solicitation contacts made by or on behalf of, the stockholder or Stockholder Associated Person pursuant to a solicitation of proxies after the filing of an effective Schedule 14A by such stockholder or Stockholder Associated Person under Section 14(a) of the Exchange Act.

(6)           Notwithstanding anything in these Bylaws to the contrary, except as otherwise determined by the chair of the meeting, if the stockholder giving notice as provided for in this Section 11 does not appear in person or by proxy at such annual or special meeting to present each nominee for election as a director or the proposed business, as applicable, such matter shall not be considered at the meeting.

Section 12.            CONTROL SHARE ACQUISITION ACT. Notwithstanding any other provision of the Charter or these Bylaws, Title 3, Subtitle 7 of the Maryland General Corporation Law, or any successor statute (the “MGCL”), shall not apply to any acquisition by any person of shares of stock of the Corporation. This section may be repealed, in whole or in part, at any time, whether before or after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent control share acquisition.

Section 13.            STOCKHOLDERS’ CONSENT IN LIEU OF MEETING. Any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting if a unanimous consent setting forth the action is given in writing or by electronic transmission by each stockholder entitled to vote on the matter and filed with the minutes of proceedings of the stockholders.

Article III

DIRECTORS

Section 1.               GENERAL POWERS. The business and affairs of the Corporation shall be managed under the direction of its Board of Directors.

Section 2.               NUMBER, TENURE AND RESIGNATION. A majority of the entire Board of Directors may establish, increase or decrease the number of directors, provided that the number thereof shall never be less than the minimum number required by the MGCL, nor more than 15, and further provided that the tenure of office of a director shall not be affected by any decrease in the number of directors. Any director of the Corporation may resign at any time by delivering a resignation in writing to the Board of Directors, the chair of the board or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation.

Section 3.              ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of Directors shall be held immediately after and at the same place as the annual meeting of stockholders, with no notice other than this Bylaw being necessary. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors. The Board of Directors may provide, by resolution, the time and place of regular meetings of the Board of Directors without other notice than such resolution.

Section 4.              SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the chair of the board, the chief executive officer, the president or a majority of the directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix the time and place of any special meeting of the Board of Directors called by them. The Board of Directors may provide, by resolution, the time and place of special meetings of the Board of Directors without other notice than such resolution.

Section 5.              NOTICE. Notice of any special meeting of the Board of Directors shall be delivered personally or by telephone, electronic mail, facsimile transmission, courier or United States mail to each director at such director’s business or residence address. Notice by personal delivery, telephone, electronic mail or facsimile transmission shall be given at least 24 hours prior to the meeting. Notice by United States mail shall be given at least three days prior to the meeting. Notice by courier shall be given at least two days prior to the meeting. Telephone notice shall be deemed to be given when the director or such director’s agent is personally given such notice in a telephone call to which the director or such director’s agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Corporation by the director. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Corporation by the director and receipt of a completed answer-back indicating receipt. Notice by United States mail shall be deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid. Notice by courier shall be deemed to be given when deposited with or delivered to a courier properly addressed. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be stated in the notice, unless specifically required by statute or these Bylaws.

Section 6.              QUORUM. A majority of the directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that, if less than a majority of such directors is present at such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, and provided further that if, pursuant to applicable law, the Charter or these Bylaws, the vote of a majority or other percentage of a specified group of directors is required for action, a quorum must also include a majority or such other percentage of such group.

The directors present at a meeting which has been duly called and at which a quorum has been established may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough directors to leave fewer than required to establish a quorum.

Section 7.              VOTING. The action of a majority of the directors present at a meeting at which a quorum is present shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws. If enough directors have withdrawn from a meeting to leave fewer than required to establish a quorum, but the meeting is not adjourned, the action of the majority of that number of directors necessary to constitute a quorum at such meeting shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws.

Section 8.              ORGANIZATION. At each meeting of the Board of Directors, the chair of the board or, in the absence of the chair, the vice chair of the board, if any, shall act as chair of the meeting. In the absence of both the chair and vice chair of the board, the chief executive officer or, in the absence of the chief executive officer, the president or, in the absence of the president, a director chosen by a majority of the directors present, shall act as chair of the meeting. The secretary or, in the secretary’s absence, an assistant secretary of the Corporation, or, in the absence of the secretary and all assistant secretaries, an individual appointed by the chair of the meeting, shall act as secretary of the meeting.

Section 9.              MEETINGS BY REMOTE COMMUNICATION. Directors may participate in a meeting by means of a conference telephone or other means of remote communication if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 10.             CONSENT BY DIRECTORS WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each director and is filed with the minutes of proceedings of the Board of Directors.

Section 11.             VACANCIES. If for any reason any or all the directors cease to be directors, such event shall not terminate the Corporation or affect these Bylaws or the powers of the remaining directors hereunder. Except as may be provided by the Board of Directors in setting the terms of any class or series of preferred stock, any vacancy on the Board of Directors may be filled only by a majority of the remaining directors, even if the remaining directors do not constitute a quorum. Any director elected to fill a vacancy shall serve for the remainder of the full term of the class in which the vacancy occurred and until a successor is elected and qualifies.

Section 12.             COMPENSATION. Directors shall not receive any stated salary for their services as directors but, by resolution of the Board of Directors, may receive compensation per year and/or per meeting and/or per visit to real property or other facilities owned or leased by the Corporation and for any service or activity they performed or engaged in as directors. Directors may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Board of Directors or of any committee thereof and for their expenses, if any, in connection with each property visit and any other service or activity they perform or engage in as directors; but nothing herein contained shall be construed to preclude any directors from serving the Corporation in any other capacity and receiving compensation therefor.

Section 13.             RELIANCE. Each director and officer of the Corporation shall, in the performance of such director’s or officer’s duties with respect to the Corporation, be entitled to rely on any information, opinion, report or statement, including any financial statement or other financial data, prepared or presented by an officer or employee of the Corporation whom the director or officer reasonably believes to be reliable and competent in the matters presented, by a lawyer, certified public accountant or other person, as to a matter which the director or officer reasonably believes to be within the person’s professional or expert competence, or, with respect to a director, by a committee of the Board of Directors on which the director does not serve, as to a matter within its designated authority, if the director reasonably believes the committee to merit confidence.

Section 14.             RATIFICATION. The Board of Directors or the stockholders may ratify any action or inaction by the Corporation or its officers to the extent that the Board of Directors or the stockholders could have originally authorized the matter, and if so ratified, shall have the same force and effect as if originally duly authorized, and such ratification shall be binding upon the Corporation and its stockholders. Any action or inaction questioned in any proceeding on the ground of lack of authority, defective or irregular execution, adverse interest of a director, officer or stockholder, non-disclosure, miscomputation, the application of improper principles or practices of accounting or otherwise, may be ratified, before or after judgment, by the Board of Directors or by the stockholders, and such ratification shall constitute a bar to any claim or execution of any judgment in respect of such questioned action or inaction.

Section 15.             CERTAIN RIGHTS OF DIRECTORS AND OFFICERS. Any director or officer, in such director’s or officer’s personal capacity or in a capacity as an affiliate, employee, or agent of any other person, or otherwise, may have business interests and engage in business activities similar to, in addition to or in competition with those of or relating to the Corporation.

Section 16.            EMERGENCY PROVISIONS. Notwithstanding any other provision in the Charter or these Bylaws, this Section 16 shall apply during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board of Directors under Article III of these Bylaws cannot readily be obtained (an “Emergency”). During any Emergency, unless otherwise provided by the Board of Directors, (i) a meeting of the Board of Directors or a committee thereof may be called by any director or officer by any means feasible under the circumstances; (ii) notice of any meeting of the Board of Directors during such an Emergency may be given less than 24 hours prior to the meeting to as many directors and by such means as may be feasible at the time, including publication, television or radio; and (iii) the number of directors necessary to constitute a quorum shall be one-third of the entire Board of Directors.

Article IV

COMMITTEES

Section 1.              NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors may appoint from among its members an Executive Committee, an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and other committees, composed of one or more directors, to serve at the pleasure of the Board of Directors. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint another director to act in the place of such absent member.

Section 2.              POWERS. The Board of Directors may delegate to any committee appointed under Section 1 of this Article any of the powers of the Board of Directors, except as prohibited by law. Except as may be otherwise provided by the Board of Directors, any committee may delegate some or all of its power and authority to one or more subcommittees, composed of one or more directors, as the committee deems appropriate in its sole and absolute discretion.

Section 3.              MEETINGS. Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Directors. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. The act of a majority of the committee members present at a meeting shall be the act of such committee. The Board of Directors may designate a chair of any committee, and such chair or, in the absence of a chair, any two members of any committee (if there are at least two members of the committee) may fix the time and place of its meeting unless the Board shall otherwise provide.

Section 4.              MEETINGS BY REMOTE COMMUNICATION. Members of a committee of the Board of Directors may participate in a meeting by means of a conference telephone or other means of remote communication if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 5.              CONSENT BY COMMITTEES WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of a committee of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each member of the committee and is filed with the minutes of proceedings of such committee.

Section 6.              VACANCIES. Subject to the provisions hereof, the Board of Directors shall have the power at any time to change the membership of any committee, to appoint the chair of any committee, to fill any vacancy, to designate an alternate member to replace any absent or disqualified member or to dissolve any such committee.

Article V

OFFICERS

Section 1.              GENERAL PROVISIONS. The officers of the Corporation shall include a president, a secretary and a treasurer and may include a chair of the board, a vice chair of the board, a chief executive officer, one or more vice presidents, a chief operating officer, a chief financial officer, one or more assistant secretaries and one or more assistant treasurers. In addition, the Board of Directors may from time to time elect such other officers with such powers and duties as it shall deem necessary or appropriate. The officers of the Corporation shall be elected by the Board of Directors, except that the chief executive officer or president may from time to time appoint one or more vice presidents, assistant secretaries and assistant treasurers or other officers. Each officer shall serve for the term determined by the Board of Directors or the chief executive officer or president electing or appointing such officer or, if no such term is established, until such officer’s successor is elected and qualifies or until such officer’s death, or such officer’s resignation or removal in the manner hereinafter provided. Any two or more offices except president and vice president may be held by the same person. Election of an officer or agent shall not of itself create contract rights between the Corporation and such officer or agent.

Section 2.              REMOVAL AND RESIGNATION. Any officer or agent of the Corporation may be removed, with or without cause, by the Board of Directors if in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by delivering a resignation in writing to the Board of Directors, the chair of the board, the chief executive officer, the president or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Corporation.

Section 3.              VACANCIES. A vacancy in any office may be filled by the Board of Directors for the balance of the term.

Section 4.              CHAIR OF THE BOARD. The Board of Directors may designate from among its members a chair of the board, who shall not, solely by reason of these Bylaws, be an officer of the Corporation. The Board of Directors may designate the chair of the board as an executive or non-executive chair. The chair of the board shall preside over the meetings of the Board of Directors. The chair of the board shall perform such other duties as may be assigned to the chair of the board by these Bylaws or the Board of Directors.

Section 5.              CHIEF EXECUTIVE OFFICER. The Board of Directors may designate a chief executive officer. In the absence of such designation, the chair of the board shall be the chief executive officer of the Corporation. The chief executive officer shall have general responsibility for implementation of the policies of the Corporation, as determined by the Board of Directors, and for the management of the business and affairs of the Corporation. The chief executive officer may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of chief executive officer and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6.              CHIEF OPERATING OFFICER. The Board of Directors may designate a chief operating officer. The chief operating officer shall have the responsibilities and duties as determined by the Board of Directors or the chief executive officer.

Section 7.              CHIEF FINANCIAL OFFICER. The Board of Directors may designate a chief financial officer. The chief financial officer shall have the responsibilities and duties as determined by the Board of Directors or the chief executive officer.

Section 8.              PRESIDENT. In the absence of a chief executive officer, the president shall in general supervise and control all of the business and affairs of the Corporation. In the absence of a designation of a chief operating officer by the Board of Directors, the president shall be the chief operating officer. The president may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

Section 9.              VICE PRESIDENTS. In the absence of the president or in the event of a vacancy in such office, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated at the time of their election or, in the absence of any designation, then in the order of their election) shall perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president; and shall perform such other duties as from time to time may be assigned to such vice president by the chief executive officer, the president or the Board of Directors. The Board of Directors may designate one or more vice presidents as executive vice president, senior vice president, or vice president for particular areas of responsibility.

Section 10.            SECRETARY. The secretary shall (a) keep the minutes of the proceedings of the stockholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation; (d) keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder; (e) have general charge of the stock transfer books of the Corporation; and (f) in general perform such other duties as from time to time may be assigned to the secretary by the chief executive officer, the president or the Board of Directors.

Section 11.            TREASURER. The treasurer shall (a) have the custody of the funds and securities of the Corporation, (b) keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, (c) deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors and (d) in general perform such other duties as from time to time may be assigned to the treasurer by the chief executive officer, the president or the Board of Directors. In the absence of a designation of a chief financial officer by the Board of Directors, the treasurer shall be the chief financial officer of the Corporation.

The treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and Board of Directors, at the regular meetings of the Board of Directors or whenever it may so require, an account of all the transactions as treasurer and of the financial condition of the Corporation.

Section 12.            ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the chief executive officer, the president or the Board of Directors.

Section 13.            COMPENSATION. The compensation of the officers shall be fixed from time to time by or under the authority of the Board of Directors and no officer shall be prevented from receiving such compensation by reason of the fact that such officer is also a director.

Article VI

CONTRACTS, CHECKS AND DEPOSITS

Section 1.              CONTRACTS. The Board of Directors or another committee of the Board of Directors acting within the scope of its delegated authority may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document shall be valid and binding upon the Corporation when duly authorized or ratified by action of the Board of Directors or such other committee and executed by an authorized person.

Section 2.              CHECKS AND DRAFTS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent of the Corporation in such manner as shall from time to time be determined by the Board of Directors.

Section 3.              DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited or invested from time to time to the credit of the Corporation as the Board of Directors, the chief executive officer, the president, the chief financial officer, or any other officer designated by the Board of Directors may determine.

Article VII

STOCK

Section 1.              CERTIFICATES. Except as may be otherwise provided by the Board of Directors or any officer of the Corporation, stockholders of the Corporation are not entitled to certificates representing the shares of stock held by them. In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors or a duly authorized officer, shall contain the statements and information required by the MGCL and shall be signed by the officers of the Corporation in any manner permitted by the MGCL. In the event that the Corporation issues shares of stock without certificates, to the extent then required by the MGCL, the Corporation shall provide to the record holders of such shares a written statement of the information required by the MGCL to be included on stock certificates. There shall be no difference in the rights and obligations of stockholders based on whether or not their shares are represented by certificates.

Section 2.              TRANSFERS. All transfers of shares of stock shall be made on the books of the Corporation, in such manner as the Board of Directors or any officer of the Corporation may prescribe and, if such shares are certificated, upon surrender of certificates duly endorsed. The issuance of a new certificate upon the transfer of certificated shares is subject to the determination of the Board of Directors or an officer of the Corporation that such shares shall no longer be represented by certificates. Upon the transfer of any uncertificated shares, the Corporation shall provide to the record holders of such shares, to the extent then required by the MGCL, a written statement of the information required by the MGCL to be included on stock certificates.

The Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the laws of the State of Maryland.

Notwithstanding the foregoing, transfers of shares of any class or series of stock will be subject in all respects to the Charter and all of the terms and conditions contained therein.

Section 3.              REPLACEMENT CERTIFICATE. Any officer of the Corporation may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated; provided, however, if such shares have ceased to be certificated, no new certificate shall be issued unless requested in writing by such stockholder and the Board of Directors or an officer of the Corporation has determined that such certificates may be issued. Unless otherwise determined by an officer of the Corporation, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or such owner’s legal representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give the Corporation a bond in such sums as it may direct as indemnity against any claim that may be made against the Corporation.

Section 4.              FIXING OF RECORD DATE. Subject to the provisions of Article II Section 3, the Board of Directors may set, in advance, a record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose. Such record date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken.

When a record date for the determination of stockholders entitled to notice of or to vote at any meeting of stockholders has been set as provided in this section, such record date shall continue to apply to the meeting if postponed or adjourned, except if the meeting is postponed or adjourned to a date more than 120 days after the record date originally fixed for the meeting, in which case a new record date for such meeting shall be determined as set forth herein.

Section 5.              STOCK LEDGER. The Corporation shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, an original or duplicate stock ledger containing the name and address of each stockholder and the number of shares of each class held by such stockholder.

Section 6.              FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board of Directors may authorize the Corporation to issue fractional shares of stock or authorize the issuance of scrip, all on such terms and under such conditions as it may determine. Notwithstanding any other provision of the Charter or these Bylaws, the Board of Directors may authorize the issuance of units consisting of different securities of the Corporation.

Article VIII

ACCOUNTING YEAR

The Board of Directors shall have the power, from time to time, to fix the fiscal year of the Corporation by a duly adopted resolution.

Article IX

DISTRIBUTIONS

Section 1.              AUTHORIZATION. Dividends and other distributions upon the stock of the Corporation may be authorized by the Board of Directors, subject to the provisions of law and the Charter. Dividends and other distributions may be paid in cash, property or stock of the Corporation, subject to the provisions of law and the Charter.

Section 2.              CONTINGENCIES. Before payment of any dividend or other distribution, there may be set aside out of any assets of the Corporation available for dividends or other distributions such sum or sums as the Board of Directors may from time to time, in its discretion, think proper as a reserve fund for contingencies, for equalizing dividends, for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors shall determine, and the Board of Directors may modify or abolish any such reserve.

Article X

SEAL

Section 1.              SEAL. The Board of Directors may authorize the adoption of a seal by the Corporation. The seal shall contain the name of the Corporation and the year of its incorporation and the words “Incorporated Maryland.” The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof.

Section 2.              AFFIXING SEAL. Whenever the Corporation is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the Corporation.

Article XI

INDEMNIFICATION AND ADVANCE OF EXPENSES

To the maximum extent permitted by Maryland law in effect from time to time, the Corporation shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any individual who is a present or former director or officer of the Corporation and who is made or threatened to be made a party to, or witness in, the proceeding by reason of such person’s service in that capacity or (b) any individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a director, officer, trustee, member, manager or partner of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to, or witness in, the proceeding by reason of such person’s service in that capacity. The rights to indemnification and advance of expenses provided by the Charter and these Bylaws shall vest immediately upon election of a director or officer. The Corporation may, with the approval of its Board of Directors, provide such indemnification and advance for expenses to an individual who served a predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of the Corporation. The indemnification and payment or reimbursement of expenses provided in these Bylaws shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification or payment or reimbursement of expenses may be or may become entitled under any bylaw, resolution, insurance, agreement or otherwise.

Neither the amendment nor repeal of this Article, nor the adoption or amendment of any other provision of the Charter or these Bylaws inconsistent with this Article, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

Article XII

WAIVER OF NOTICE

Whenever any notice of a meeting is required to be given pursuant to the Charter or these Bylaws or pursuant to applicable law, a waiver thereof in writing or by electronic transmission, given by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice of such meeting, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

Article XIII

EXCLUSIVE FORUM FOR CERTAIN LITIGATION

Unless the Corporation consents in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of any duty owed by any director or officer or other employee of the Corporation to the Corporation or to the stockholders of the Corporation, (c) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the MGCL, the Charter or these Bylaws, or (d) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation that is governed by the internal affairs doctrine. None of the foregoing actions, claims or proceedings may be brought in any court sitting outside the State of Maryland unless the Corporation consents in writing to such court.

Article XIV

AMENDMENT OF BYLAWS

Section 1.              BY DIRECTORS. The Board of Directors shall have the power to adopt, alter or repeal any provision of these Bylaws and to make new Bylaws.

Section 2.              BY STOCKHOLDERS. At any annual meeting (subject to the requirements of Section 11(a) of Article II of these Bylaws) or any special meeting (subject to the requirements of Sections 3 and 11(b) of Article II of these Bylaws), the Stockholders shall have the power, by affirmative vote of the holders of a majority of all votes entitled to be cast on the matter, to alter or repeal any Bylaws of the Corporation and to make new Bylaws, except that the Stockholders shall not alter or repeal (x) Article XI or (y) this Article XIV without the approval of the Board.

Exhibit 99.1

Chiron Real Estate Inc. Announces FourthQuarter and Full Year 2025 Financial Results

–Completes Corporate Rebrand–

–Announces 2026 Strategic Objectives &Full Year 2026 Core FFO Guidance–

–Announces Change from Quarterly to MonthlyDividends–

Bethesda, MD – February 25, 2026 – (BUSINESS WIRE) – Chiron Real Estate Inc. (NYSE: XRN) (the “Company” or “Chiron”), today announced financial results for the three and twelve months ended December 31, 2025 and other data.

Mark Decker, Jr., Chief Executive Officer and President stated, “We’re about eight months into the transformation of the business and we are making great progress. I’m grateful for all the hard work that’s produced these early results and the support of our Board. We can see the business we want and a path to get there. As this quarter demonstrates, we have a strong portfolio supporting our plan.”

NOTE: All share and per share data have been adjusted for all periodspresented to reflect the Company’s one-for-five reverse stock split that was effective September 19, 2025.

Fourth Quarter 2025 and Other Highlights

·	Reported quarterly net loss attributable to common<br>stockholders of $7.4 million, or $0.55 per diluted share, as compared to net income of $1.4 million, or $0.10 per diluted share, in the<br>comparable prior year period.
·	Reported quarterly funds from operations attributable<br>to common stockholders and noncontrolling interest (“FFO”) of $0.97 per share and unit, as compared to $0.77 per share and<br>unit in the comparable prior year period, representing a 26% year-over-year increase.
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·	Reported core funds from operations attributable<br>to common stockholders and noncontrolling interest (“Core FFO”) of $1.16 per share and unit, as compared to $1.09 per share<br>and unit, in the comparable prior year period, representing a 6.4% year-over-year increase.
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·	Fourth quarter same-property cash net operating<br>income (“Same-Property Cash NOI”) growth was 5.4% on a year-over-year basis.
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·	Year-end portfolio leased occupancy was 96.0%.
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·	Published an investor presentation outlining<br>Chiron’s recent actions and 2026 Strategic Objectives.
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·	Announced participation in 2026 Citi Global Property<br>CEO Conference on March 1-4, 2026.
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Fourth Quarter 2025 Capital Activity

·	Repurchased 175,634 common shares at an average<br>price of $34.16 per share and an aggregate purchase price of $6.0 million.
·	Amended and restated its credit facility to,<br>among other things, extend the maturities of its revolver and Term Loan A components.
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·	Completed a public offering<br>of 2,050,000 shares of its 8.00% Series B Cumulative Redeemable Preferred Stock (liquidation preference of $25 per share) (the “Series B<br>Preferred Stock”) for gross proceeds of $51.3 million.
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Fourth Quarter 2025 Investment Activity

During the fourth quarter, the Company completed the disposition of two facilities, receiving aggregate gross proceeds of $11.3 million, resulting in an aggregate loss of $0.4 million. Prior to completion of the sale of its facility in Melbourne, FL, the Company recognized an impairment charge of $6.7 million.

Portfolio Update

At year end, the Company’s portfolio was comprised of:

·	5.1 million leasable square feet,
·	$119.1 million of annualized Cash NOI,
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·	weighted average lease term (“WALT”)<br>of 5.2 years,
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·	weighted average annual base rent escalations<br>of 2.1%, and
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·	96.0% leased occupancy rate.
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2026 Strategic Objectives

Chiron has provided an investor presentation outlining the decisive actions being taken by the Company to drive shareholder returns, optimize portfolio performance, and position it for sustainable growth. This presentation can be found in the Investor Relations section of the Company’s website at http://www.chironre.com/investor/investor-overview/default.aspx.

Balance Sheet and Capital

At December 31, 2025, consolidated debt outstanding, including borrowings on the credit facility and notes payable (both net of unamortized debt issuance costs), was $653.9 million and the Company’s leverage was 44.4% compared to 47.3% as of September 30, 2025. As of December 31, 2025, the Company’s total debt carried a weighted average interest rate of 3.74% and a weighted average remaining term of 4.1 years, with 75% fixed rate debt. The Company has no debt maturities in 2026 or 2027.

As of February 24, 2026, the Company’s borrowing capacity under the credit facility was $220 million.

Amended and Restated Credit Facility

As previously disclosed, on October 8, 2025, the Company amended and restated its credit facility to, among other things, (i) extend the initial maturity date of the existing $400 million revolver component of the credit facility to October 2029 with two, six-month extension options available at the Company’s election to extend the maturity to October 2030; and (ii) extend the maturity of the existing $350 million Term Loan A, dividing it into three term loans.

The amended and restated credit facility also removed the previous 0.10% (10 basis point) secured overnight financing rate (“SOFR”) credit spread adjustment on all credit facility borrowings. The credit facility’s pricing grid, $150 million Term Loan B that matures in February 2028, and $500 million accordion remain unchanged.

In connection with the amended and restated credit facility, the Company entered into new, forward-starting interest rate swaps that will fix the three new Term Loan A tranches at a weighted average rate of 4.80% (based on current leverage) starting in May 2026. The existing Term Loan A interest rate swaps will remain in place through their maturities in April 2026.

Stock Repurchase Program

On August 12, 2025, the Company established the Stock Repurchase Program, which provides for purchases by the Company of up to $50 million of shares of the Company’s common stock. The Company is not obligated to repurchase any of its common stock, and, as of December 31, 2025, had repurchased 175,634 shares of its common stock at an average price of $34.16 per share for an aggregate purchase price of $6.0 million. The Company did not repurchase any shares of common stock from January 1, 2026 through February 24, 2026.

ATM Program

The Company did not issue any shares of common stock under its ATM program during the fourth quarter

of 2025 or from January 1, 2026 through February 24, 2026.

Dividends

Common Dividend

Beginning with its next dividend, the Company’s Common Dividend will be paid on a monthly cadence. We believe that this change will provide our investors with reliable monthly income while better aligning with our portfolio cash flows. The annualized dividend rate of $3.00 per share is unchanged.

On February 24, 2026, the Board of Directors (the “Board”) declared a monthly common stock cash dividend of $0.25 per share for each of April, May and June of 2026, representing quarterly cash dividends totaling $0.75 per share. Details of the dividend are contained in the table below:

Record Date	Payment Date	Per Share Amount
March 20, 2026	April 17, 2026	$0.25
April 20, 2026	May 15, 2026	$0.25
May 20, 2026	June 12, 2026	$0.25

Series A Preferred Stock Dividend On February 24, 2026, the Board declared a $0.46875 per share cash dividend to holders of record as of April 15, 2026, of the Company’s Series A Preferred Stock, which will be paid on April 30, 2026. This dividend represents the Company’s quarterly dividend on its Series A Preferred Stock for the period from January 31, 2026 through April 29, 2026.

Series B Preferred Stock Dividend On February 24, 2026, the Board declared a $0.50 per share cash dividend to holders of record as of April 15, 2026, of the Company’s Series B Preferred Stock, which will be paid on April 30, 2026. This dividend represents the Company’s quarterly dividend on its Series B Preferred Stock for the period from January 31, 2026 through April 29, 2026.

Subsequent Events

Inaugural Active Adult Investment

In January 2026, the Company invested $7.1 million for a 49% interest in a joint venture with a luxury housing developer to facilitate the development of a 132-unit, active adult residential community in a suburb of Minneapolis, MN (the “Active Adult Joint Venture”). The Active Adult Joint Venture entered into a construction loan with a principal balance of $31.0 million. The developer is serving as the managing member of the Active Adult Joint Venture, and we expect to complete further investments with this partner in a programmatic fashion.

White Rock Medical Center, LLC

White Rock Medical Center, LLC (“White Rock”), the Company’s tenant at its acute-care hospital in Dallas, Texas, filed for Chapter 11 bankruptcy on January 20, 2026, due to a dispute with White Rock’s former operator. Since taking over the operations in October 2023, the Company has supported White Rock’s stabilization efforts through funding of property tax obligations and reduced lease payments, resulting in a net receivable of approximately $1.4 million.

Although the Company expects the lease to be affirmed, no reorganization plan has been filed and there is no assurance that owed amounts will be recovered.

2026 Guidance

The Company’s full year 2026 Core FFO per share and unit guidance range is $4.30 to $4.45. Guidance is based on the following primary assumptions and other factors:

·	No additional acquisitions or dispositions other<br>than activity that has been either completed or announced.
·	No additional equity or debt issuances other<br>than normal course Revolver net-borrowings.
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The Company’s 2026 guidance is based on the above and additional assumptions that are subject to change many of which are outside of the Company’s control. There can be no assurance that the Company’s actual results will not be materially different than these expectations. If actual results vary from these assumptions, the Company’s expectations may change.

Core FFO is a non-GAAP financial measure. The Company does not provide a reconciliation of such forward-looking non-GAAP measure to the most directly comparable financial measure calculated and presented in accordance with GAAP because certain information required for such reconciliation is not available without unreasonable efforts due to the difficulty of projecting event-driven transactional and other non-core operating items in any future period. The magnitude of these items, however, may be significant.

2026 Annual Meeting

On February 24, 2026, the Board approved the meeting and record dates for the Company’s 2026 Annual Stockholders’ Meeting. The Meeting will be held virtually on Wednesday, May 20, 2026. Stockholders of record as of March 25, 2026 will be eligible to vote at the Meeting.

Supplemental Information

Details regarding these results can be found in the Company’s supplemental financial package available on the Investor Relations section of the Company’s website at http://www.chironre.com/investor/investor-overview/default.aspx.

Conference Call and Webcast Information

The Company will host a live webcast and conference call on Thursday, February 26, 2026 at 9:00 a.m. Eastern Time. The webcast is located on the “Investor Relations” section of the Company’s website at http://www.chironre.com/investor/investor-overview/default.aspx.

To Participate via Telephone:

Dial in at least five minutes prior to start time and reference Chiron Real Estate Inc.

Domestic: 1-877-704-4453

International: 1-201-389-0920

Replay:

An audio replay of the conference call will be posted on the Company’s website.

Non-GAAP Financial Measures

General

Management considers certain non-GAAP financial measures to be useful supplemental measures of the Company's operating performance. For the Company, non-GAAP measures consist of Funds From Operations attributable to common stockholders and noncontrolling interest (“FFO”), Core FFO (formerly Adjusted Funds From Operations), Funds Available For Distribution attributable to common stockholders and noncontrolling interest (“FAD”), Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate (“EBITDAre” and “Adjusted EBITDAre”), Net Operating Income (“NOI”), Cash NOI and Same-Property Cash NOI. A non-GAAP financial measure is generally defined as one that purports to measure financial performance, financial position or cash flows, but excludes or includes amounts that would not be so adjusted in the most comparable measure determined in accordance with GAAP. The Company reports non-GAAP financial measures because these measures are observed by management to also be among the most predominant measures used by the REIT industry and by industry analysts to evaluate REITs. For these reasons, management deems it appropriate to disclose and discuss these non-GAAP financial measures.

The non-GAAP financial measures presented herein are not necessarily identical to those presented by other real estate companies due to the fact that not all real estate companies use the same definitions. These measures should not be considered as alternatives to net income, as indicators of the Company's financial performance, or as alternatives to cash flow from operating activities as measures of the Company's liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of the Company's needs. Management believes that in order to facilitate a clear understanding of the Company's historical consolidated operating results, these measures should be examined in conjunction with net income and cash flows from operations as presented elsewhere herein.

FFO and Core FFO

FFO and Core FFO are non-GAAP financial measures within the meaning of the rules of the United States Securities and Exchange Commission (“SEC”). The Company considers FFO and Core FFO to be important supplemental measures of its operating performance and believes FFO is frequently used by securities analysts, investors, and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. In accordance with the National Association of Real Estate Investment Trusts’ (“NAREIT”) definition, FFO means net income or loss computed in accordance with GAAP before noncontrolling interests of holders of OP units and LTIP units, excluding gains (or losses) from sales of property and extraordinary items, property impairment losses, less preferred stock dividends, plus real estate-related depreciation and amortization (excluding amortization of debt issuance costs and the amortization of above and below market leases), and after adjustments for unconsolidated partnerships and joint ventures calculated to reflect FFO on the same basis. Because FFO excludes real estate-related depreciation and amortization (other than amortization of debt issuance costs and above and below market lease amortization expense), the Company believes that FFO provides a performance measure that, when compared period-over-period, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities and interest costs, providing perspective not immediately apparent from the closest GAAP measurement, net income or loss.

Core FFO is a non-GAAP measure used by many investors and analysts to measure a real estate company’s operating performance by removing the effect of items that do not reflect ongoing property operations. Management calculates Core FFO by modifying the NAREIT computation of FFO by adjusting it for certain cash and non-cash items and certain recurring and non-recurring items. For the Company these items include: (a) recurring acquisition and disposition costs, (b) loss on the extinguishment of debt, (c) recurring straight line deferred rental revenue, (d) recurring stock-based compensation expense, (e) recurring amortization of above and below market leases, (f) recurring amortization of debt issuance costs, (g) severance and transition related expense, (h) reverse stock split expense and (i) other items related to unconsolidated partnerships and joint ventures.

Management believes that reporting Core FFO in addition to FFO is a useful supplemental measure for the investment community to use when evaluating the operating performance of the Company on a comparative basis.

FAD

We calculate FAD by subtracting from Core FFO capital expenditures, including tenant improvements, and leasing commissions. Management believes FAD is useful in analyzing the portion of cash flow that is available for distribution to stockholders and unitholders. Investors, analysts and the Company utilize FAD as an indicator of common dividend potential. The FAD payout ratio, which represents annual distributions to common stockholders and unitholders expressed as a percentage of FAD, facilitates the comparison of dividend coverage between REITs.

EBITDAre and Adjusted EBITDAre

We calculate EBITDAre in accordance with standards established by NAREIT and define EBITDAre as net income or loss computed in accordance with GAAP plus depreciation and amortization, interest expense, gain or loss on the sale of investment properties, property impairment losses, and adjustments for unconsolidated partnerships and joint ventures to reflect EBITDAre on the same basis, as applicable.

We define Adjusted EBITDAre as EBITDAre plus loss on extinguishment of debt, non-cash stock compensation expense, non-cash intangible amortization related to above and below market leases, severance and transition related expense, reverse stock split expense, transaction expense, adjustments related to our investments in unconsolidated joint ventures, and other normalizing items. Management considers EBITDAre and Adjusted EBITDAre important measures because they provide additional information to allow management, investors, and our current and potential creditors to evaluate and compare our core operating results and our ability to service debt.

NOI, Cash NOI and Same-Property Cash NOI

We consider net operating income, or NOI, to be an appropriate supplemental measure to net income because it helps both investors and management understand the core operations of our properties. We define NOI as total net (loss) income, plus depreciation and amortization expenses, general and administrative expenses, transactions expenses, impairments, gain/loss on sale of real estate, interest expense, and other non-operating items. Cash NOI and Same-Property Cash NOI are key performance indicators. Management considers these to be supplemental measures that allow investors, analysts and Company management to measure unlevered property-level cash operating results. The Company defines Cash NOI as NOI excluding non-cash items such as above and below market lease intangibles and straight-line rent. Cash NOI is historical and not necessarily indicative of future results.

Same-Property Cash NOI compares Cash NOI for stabilized properties. Stabilized properties are properties that have been included in operations for the duration of the year-over-year comparison period presented. Accordingly, stabilized properties exclude properties that were recently acquired or disposed of, properties classified as held for sale, properties undergoing redevelopment, and newly redeveloped or developed properties. Same-Property Cash NOI also excludes lease terminations fees and joint venture and other income in order to remove non-recurring items and joint venture-related income from our NOI.

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), 2026 Core FFO guidance, 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.

8

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

CHIRON REAL ESTATE INC.

Condensed Consolidated Balance Sheets

(Unaudited, and in thousands, except par values)


			December 31,<br><br>2024
Assets
Investment in real estate:
Land	169,917		$	174,300
Building	1,072,124			1,044,019
Site improvements	25,741			23,973
Tenant improvements	80,397			69,679
Acquired lease intangible assets	144,573			138,945
	1,492,752			1,450,916
Less: accumulated depreciation and amortization	(338,096	)		(288,921	)
Investment in real estate, net	1,154,656			1,161,995
Cash and cash equivalents	9,084			6,815
Restricted cash	2,805			2,127
Tenant receivables, net	7,225			7,424
Due from related parties	162			270
Escrow deposits	556			711
Deferred assets	28,907			28,208
Derivative assets	6,102			18,613
Goodwill	5,903			5,903
Investment in unconsolidated joint venture	1,781			2,066
Other assets	25,284			22,354
Total assets	1,242,465		$	1,256,486
Liabilities and Equity
Liabilities:
Credit Facility, net of unamortized debt issuance costs of 10,476 and 4,868 at December 31, 2025 and December 31, 2024, respectively	652,699		$	631,732
Notes payable, net of unamortized debt issuance costs of 0 and 22 at December 31, 2025 and December 31, 2024, respectively	1,153			14,399
Accounts payable and accrued expenses	18,289			16,468
Dividends payable	12,484			16,520
Security deposits	3,421			3,324
Other liabilities	19,410			14,191
Acquired lease intangible liability, net	4,944			3,936
Total liabilities	712,400			700,570
Commitments and Contingencies
Equity:
Preferred stock, 0.001 par value, 10,000 shares authorized; 5,155 shares and 3,105 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively (liquidation preference of 128,875 and 77,625 at December 31, 2025 and December 31, 2024, respectively)	124,106			74,959
Common stock, 0.001 par value, 100,000 shares authorized; 13,235 shares and 13,374 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively	13			13
Additional paid-in capital	729,514			734,277
Accumulated deficit	(349,965	)		(293,736	)
Accumulated other comprehensive income	6,102			18,613
Total Chiron Real Estate Inc. stockholders' equity	509,770			534,126
Noncontrolling interest	20,295			21,790
Total equity	530,065			555,916
Total liabilities and equity	1,242,465		$	1,256,486

All values are in US Dollars.

CHIRON REAL ESTATE INC.

Condensed Consolidated Statements of Operations

(Unaudited, and in thousands, except per shareamounts)

	Three Months Ended <br><br>December 31,						Twelve Months Ended<br><br> December 31,
	2025			2024			2025			2024
Revenue
Rental revenue	$	38,171		$	34,953		$	147,682		$	138,410
Other income		221			204			526			370
Total revenue		38,392			35,157			148,208			138,780
Expenses
General and administrative		5,493			7,707			19,998			21,123
Operating expenses		8,595			7,196			32,620			29,251
Depreciation expense		11,198			10,193			44,025			40,427
Amortization expense		3,718			3,445			15,017			14,932
Interest expense		8,403			7,571			31,754			28,689
Transaction expense		—			155			—			155
Total expenses		37,407			36,267			143,414			134,577
Income before other income (expense)		985			(1,110	)		4,794			4,203
Gain (Loss) on sale of investment properties		(372	)		5,765			1,487			4,205
Impairment of investment properties		(6,733	)		(1,696	)		(13,014	)		(1,696	)
Equity loss from unconsolidated joint venture		(27	)		(20	)		(150	)		(20	)
Net (loss) income	$	(6,147	)	$	2,939		$	(6,883	)	$	6,692
Less: Preferred stock dividends		(1,915	)		(1,455	)		(6,280	)		(5,822	)
Less: Net loss (income) attributable to noncontrolling interest		643			(110	)		1,047			(59	)
Net (loss) income attributable to common stockholders	$	(7,419	)	$	1,374		$	(12,116	)	$	811
Net (loss) income attributable to common stockholders per share – basic and diluted	$	(0.55	)	$	0.10		$	(0.91	)	$	0.06
Weighted average common shares outstanding – basic and diluted		13,371			13,368			13,379			13,187

Chiron Real Estate Inc.

Reconciliation of Net Income to FFO, Core FFOand FAD

(Unaudited, and in thousands, except per shareand unit amounts)

	Three Months Ended <br><br>December 31,						Twelve Months Ended <br><br>December 31,
	2025			2024			2025			2024
Net (loss) income	$	(6,147	)	$	2,939		$	(6,883	)	$	6,692
Less: Preferred stock dividends		(1,915	)		(1,455	)		(6,280	)	****	(5,822	)
Depreciation and amortization expense		14,892			13,616			58,947		****	55,226
Depreciation and amortization expense from unconsolidated joint venture		73			20			268		****	20
(Gain) loss on sale of investment properties		(372	)		(5,765	)		(1,487	)	****	(4,205	)
Impairment of investment property		6,733			1,696			13,014		****	1,696
FFO attributable to common stockholders and noncontrolling interest	$	14,008		$	11,051		$	57,579		$	53,607
Amortization of above market leases, net		143			389			648		****	1,171
Straight line deferred rental revenue		(252	)		(827	)		(1,120	)	****	(2,091	)
Stock-based compensation expense		1,410			1,276			4,496		****	5,102
Amortization of debt issuance costs and other		1,322			559			2,994		****	2,243
Severance and transition related expense		273			3,176			944		****	3,176
Reverse stock split expense		—			—			170		****	—
Other adjustments from unconsolidated joint venture		(6	)		—			45		****	—
Transaction expense		—			155			—		****	155
Core FFO attributable to common stockholders and noncontrolling interest	$	16,898		$	15,779		$	65,756		$	63,363
Net (loss) income attributable to common stockholders per share – basic and diluted	$	(0.55	)	$	0.10		$	(0.91	)	$	0.06
FFO attributable to common stockholders and noncontrolling interest per share and unit	$	0.97		$	0.77		$	3.97		$	3.76
Core FFO attributable to common stockholders and noncontrolling interest per share and unit	$	1.16		$	1.09		$	4.53		$	4.44
Weighted Average Shares and Units Outstanding – basic and diluted		14,516			14,442			14,512		****	14,264
Weighted Average Shares and Units Outstanding:										****
Weighted Average Common Shares		13,371			13,367			13,379		****	13,187
Weighted Average OP Units		444			449			447		****	449
Weighted Average LTIP Units		701			626			686		****	628
Weighted Average Shares and Units Outstanding – basic and diluted		14,516			14,442			14,512		****	14,264
Core FFO attributable to common stockholders and noncontrolling interest	$	16,898		$	15,779		$	65,756		$	63,363
Tenant improvements		(1,066	)		(1,650	)		(4,249	)	****	(5,833	)
Leasing commissions		(394	)		(2,803	)		(2,203	)	****	(5,738	)
Building capital		(2,247	)		(1,823	)		(6,924	)	****	(7,612	)
FAD attributable to common stockholders and noncontrolling interest	$	13,191		$	9,503		$	52,380		$	44,180

Chiron Real Estate Inc.

Reconciliation of Net Income to EBITDAreand Adjusted EBITDAre

(Unaudited, and in thousands)

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2025			2024			2025			2024
Net (loss) income	$	(6,147	)	$	2,939		$	(6,883	)	$	6,692
Interest expense		8,403			7,571			31,754			28,689
Depreciation and amortization expense		14,916			13,638			59,042			55,359
Unconsolidated joint venture EBITDAre adjustments ^(1)^		113			—			424			20
(Gain) Loss on sale of investment properties		372			(5,765	)		(1,487	)		(4,205	)
Impairment of investment properties		6,733			1,696			13,014			1,696
EBITDAre	$	24,390		$	20,099		$	95,864		$	88,251
Stock-based compensation expense		1,410			1,276			4,496			5,102
Amortization of above market leases, net		143			389			648			1,171
Severance and transition related expense		273			3,176			944			3,176
Reverse stock split expense		—			—			170			—
Interest rate swap mark-to-market at unconsolidated joint Venture		(5	)		—			49			—
Transaction expense		—			155			—			155
Adjusted EBITDAre	$	26,211		$	25,095		$	102,171		$	97,855
^(1)^	Includes joint venture interest, depreciation and amortization, and gain on sale of investment properties,<br>if applicable, included in joint venture net income or loss.
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Chiron Real Estate Inc.

Reconciliation of Net Income to NOI, Cash NOIand Same-Property Cash NOI

(Unaudited, and in thousands)

	Three Months Ended December 31,
	2025			2024
Net (loss) income	$	(6,147	)	$	2,939
General and administrative expense		5,493			7,707
Depreciation and amortization expense		14,916			13,638
Interest expense		8,403			7,571
Transaction expense		—			155
(Gain) loss on sale of investment properties		372			(5,765	)
Impairment of investment property		6,733			1,696
Proportionate Share of Unconsol. JV Adj.		106			30
NOI	$	29,876		$	27,971
Amortization of above market leases, net		143			389
Straight line deferred rental revenue		(252	)		(827	)
Proportionate Share of Unconsol. JV Adj.		(2	)		—
Cash NOI	$	29,765		$	27,533
Assets not held for all periods		(2,883	)		(2,097	)
Lease termination fees		(125	)		—
Joint venture and other income		(173	)		(204	)
Same-property cash NOI	$	26,583		$	25,222

Exhibit 99.2

Q4 2025<br>Earnings Supplemental<br>December 31, 2025
About Chiron 3<br>Quarterly Highlights 4<br>Consolidated Balance Sheets 5<br>Consolidated Statements of Operations 6<br>Reconciliations of Non-GAAP Measures<br>Funds From Operations, Core FFO, and Funds Available for Distribution 7<br>Net Operating Income, Cash Net Operating Income, and Adjusted EBITDAre 8<br>Capitalization Summary 9<br>Leverage Statistics and Selected Debt Covenant Performance 10<br>Portfolio Information<br>Portfolio Overview 11<br>Same Property Performance and Reconciliations 12<br>Lease Expiration Schedule and Leasing Rollforward 13<br>Portfolio Concentrations 14<br>Investment Activity and Capital Expenditures 15<br>Components of Net Asset Value 16<br>Definitions 17-19<br>*All per share , per share and unit, and weighted average share and unit amounts have been adjusted to<br>reflect the impact of the Reverse Stock Split.<br>Table of Contents<br>Fourth Quarter 2025 Supplemental Reporting 2<br>Certain statements contained herein may be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act<br>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<br>identified by their use of terms and phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “plan,” “predict,”<br>“project,” “will,” “continue” and other similar terms and phrases, including references to assumptions and forecasts of future results. Except for<br>historical information, the statements set forth herein including, but not limited to, any statements regarding our earnings, our liquidity, our tenants’<br>ability to pay rent to us, our ability to refinance our indebtedness, expected financial performance (including future cash flows associated with our joint<br>venture, new tenants or the expansion of current properties), 2026 Core FFO guidance, future dividends, interest rates or other financial items; any other<br>statements concerning our plans, strategies, objectives and expectations for future operations and future portfolio occupancy rates, our pipeline of<br>acquisition opportunities and expected acquisition activity, including the timing and/or successful completion of any acquisitions and expected rent<br>receipts on these properties, our expected disposition activity, including the timing and/or successful completion of any dispositions and the expected<br>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<br>Company believes that the expectations, estimates and assumptions reflected in its forward-looking statements are reasonable, actual results could<br>differ materially from those projected or assumed in any of the Company’s forward-looking statements. Additional information concerning us and our<br>business, including additional factors that could materially and adversely affect our financial results, include, without limitation, the risks described<br>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<br>cautioned not to place undue reliance on forward-looking statements. The Company does not intend, and undertakes no obligation, to update any<br>forward-looking statement.<br>FORWARD-LOOKING STATEMENTS
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About Chiron<br>Fourth Quarter 2025 Supplemental Reporting 3<br>Chiron Real Estate (NYSE: XRN) is a real estate investment trust (REIT) focused on investing in the future of healthcare. At<br>Chiron, we strive to deliver value at the intersection of care, capital and real estate.<br>$1.5bn $119m 189 5.1m<br>Gross<br>Assets<br>Cash NOI<br>(Annualized)<br>Property<br>Count<br>Square<br>Feet<br>Mark Decker, Jr.<br>Chief Executive Officer & President<br>Robert Kiernan<br>Chief Financial Officer & Treasurer<br>Alfonzo Leon<br>Chief Investment Officer<br>Danica Holley<br>Chief Operating Officer<br>Jamie Barber<br>General Counsel<br>Executive Officers<br>Guarav Mehta<br>Alliance Global Partners<br>John Massocca<br>B Riley<br>Wes Golladay<br>Baird<br>Juan Sanabria<br>BMO<br>Kai Klose<br>Berenberg<br>Aaron Hecht<br>Citizens<br>Barry Oxford<br>Colliers<br>Merrill Ross<br>Compass Point<br>Austin Wurschmidt<br>Keybanc<br>Analyst Coverage<br>Jeffrey Busch<br>Chairman of the Board<br>Henry Cole<br>ESG Committee Chair<br>Paula Crowley<br>Compensation Committee Chair<br>Matthew Cypher, Ph.D.<br>Nominating & Corporate Governance Committee Chair<br>Mark Decker, Jr.<br>Chief Executive Officer & President<br>Ronald Marston<br>Director<br>Lori Wittman<br>Lead Independent Director, Audit Committee Chair<br>Zhang Huiqi<br>Director<br>Board of Directors<br>Contact<br>Investor Relations<br>Email: investors@chironre.com<br>Website: www.chironre.com<br>Phone: 202.524.6869<br>Transfer Agent<br>Equiniti Trust Company – 800.468.9716
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Quarterly Highlights<br>Fourth Quarter 2025 Supplemental Reporting 4<br>Company Announcements<br>• The Company changed its name to Chiron Real Estate Inc. and adopt the new ticker symbol XRN effective<br>February 23, 2026, rebranding with a refreshed mission and values: to deliver value at the intersection of<br>care, capital and real estate.<br>• Published an investor presentation outlining Chiron’s recent actions and 2026 Strategic Objectives.<br>• Beginning with its next dividend, Chiron’s common dividend will be paid on a monthly cadence. The<br>annualized dividend rate of $3.00 per share is unchanged.<br>Operating Highlights<br>• Reported quarterly net loss attributable to common stockholders of $7.4 million, or $0.55 per diluted share,<br>as compared to net income of $1.4 million, or $0.10 per diluted share, in the comparable prior year period.<br>• Reported quarterly funds from operations attributable to common stockholders and noncontrolling interest<br>(“FFO”) of $0.97 per share and unit, as compared to $0.77 per share and unit in the comparable prior year<br>period, representing a 26% year-over-year increase.<br>• Reported core funds from operations attributable to common stockholders and noncontrolling interest<br>(“Core FFO”) of $1.16 per share and unit, as compared to $1.09 per share and unit, in the comparable prior<br>year period, representing a 6.4% year-over-year increase.<br>• Fourth quarter same-property cash net operating income (“Same-Property Cash NOI”) growth was 5.4% on a<br>year-over-year basis.<br>• Year-end portfolio leased occupancy was 96.0%.<br>Fourth Quarter Capital Markets and Debt Activity<br>• Repurchased 175,634 common shares at an average price of $34.16 per share and an aggregate purchase<br>price of $6.0 million.<br>• Amended and restated its credit facility to, among other things, extend the maturities of its revolver and Term<br>Loan A components.<br>• Completed a public offering of 2,050,000 shares of its 8.00% Series B Cumulative Redeemable Preferred<br>Stock (liquidation preference of $25 per share) (the “Series B Preferred Stock”) for gross proceeds of $51.3<br>million.<br>Fourth Quarter Investment Highlights<br>• During the fourth quarter, the Company completed the disposition of two facilities, receiving aggregate gross<br>proceeds of $11.3 million, resulting in an aggregate loss of $0.4 million. Prior to completion of the sale of its<br>facility in Melbourne, FL, the Company recognized an impairment charge of $6.7 million.<br>*All per share , per share and unit, and weighted average share and unit amounts have been adjusted to reflect the impact<br>of the Reverse Stock Split.
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Liabilities and Equity 4Q 2025 3Q 2025 2Q 2025 1Q 2025 4Q 2024<br>Credit Facility, net $ 652,699 $ 708,482 $ 698,832 $ 662,782 $ 631,732<br>Notes Payable, net 1,153 1,153 14,153 14,248 14,399<br>Accounts Payable and Accrued Expenses 18,289 17,808 19,006 14,519 16,468<br>Dividends Payable 12,484 12,051 11,985 16,597 16,520<br>Acquired Lease Intangible Liabilities, net 4,944 5,516 6,117 3,902 3,936<br>Other Liabilities 22,831 22,400 21,845 19,404 17,515<br>Total Liabilities $ 712,400 $ 767,410 $ 771,938 $ 731,452 $ 700,570<br>Preferred Stock 124,106 74,959 74,959 74,959 74,959<br>Common Stock 13 13 13 13 13<br>Additional Paid-in Capital 729,514 735,416 734,344 734,344 734,277<br>Accumulated Deficit (349,965) (332,566) (316,510) (305,677) (293,736)<br>Accumulated Other Comprehensive Income 6,102 7,467 10,396 13,713 18,613<br>Total Chiron Stockholders’ Equity $ 509,770 $ 485,289 $ 503,202 $ 517,352 $ 534,126<br>Noncontrolling Interest 20,295 20,539 21,819 20,751 21,790<br>Total Equity $ 530,065 $ 505,828 $ 525,021 $ 538,103 $ 555,916<br>Total Liabilities and Equity $ 1,242,465 $ 1,273,238 $ 1,296,959 $ 1,269,555 $ 1,256,486<br>Assets 4Q 2025 3Q 2025 2Q 2025 1Q 2025 4Q 2024<br>Land $ 169,917 $ 171,349 $ 173,123 $ 173,293 $ 174,300<br>Building 1,072,124 1,087,622 1,095,324 1,064,782 1,044,019<br>Site Improvements 25,741 25,065 24,966 24,266 23,973<br>Tenant Improvements 80,397 79,979 80,019 75,023 69,679<br>Acquired Lease Intangible Assets 144,573 144,696 147,376 141,828 138,945<br>Gross Real Estate Assets $ 1,492,752 $ 1,508,711 $ 1,520,808 $ 1,479,192 $ 1,450,916<br>Accumulated Depreciation and Amortization (338,096) (327,248) (316,649) (301,190) (288,921)<br>Investment in Real Estate, net $ 1,154,656 $ 1,181,463 $ 1,204,159 $ 1,178,002 $ 1,161,995<br>Cash and Cash Equivalents 9,084 7,123 6,580 5,412 6,815<br>Restricted Cash 2,805 2,717 2,646 2,176 2,127<br>Tenant Receivables, net 7,225 7,945 7,826 8,104 7,424<br>Deferred Assets 28,907 29,205 28,672 28,251 28,208<br>Derivative Assets 6,102 7,467 10,396 13,713 18,613<br>Investment in Unconsolidated Joint Venture 1,781 1,846 1,917 1,992 2,066<br>Other Assets 31,905 35,472 34,763 31,905 29,238<br>Total Assets $ 1,242,465 $ 1,273,238 $ 1,296,959 $ 1,269,555 $ 1,256,486<br>Consolidated Balance Sheets (Amounts in thousands)<br>Fourth Quarter 2025 Supplemental Reporting 5
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Consolidated Statements of Operations (Amounts in thousands, except per-share data)<br>Fourth Quarter 2025 Supplemental Reporting 6<br>4Q 2025 3Q 2025 2Q 2025 1Q 2025 4Q 2024<br>Revenues<br>Rental Revenue $ 38,171 $ 37,036 $ 37,880 $ 34,595 $ 34,953<br>Other Income 221 193 89 23 204<br>Total Revenues $ 38,392 $ 37,229 $ 37,969 $ 34,618 $ 35,157<br>Expenses<br>General and Administrative 5,493 4,860 6,025 3,620 7,707<br>Operating Expenses 8,595 8,224 8,216 7,585 7,196<br>Depreciation and Amortization Expense 14,916 15,008 15,291 13,827 13,638<br>Interest Expense 8,403 8,175 8,009 7,167 7,571<br>Transaction Expense -- -- -- -- 155<br>Total Expenses $ 37,407 $ 36,267 $ 37,541 $ 32,199 $ 36,267<br>Other Income (Expense)<br>Gain (Loss) on Sale of Investment Properties (372) 294 207 1,358 5,765<br>Impairment of Investment Properties (6,733) (6,281) -- -- (1,696)<br>Equity Loss from Unconsolidated Joint Venture (27) (33) (50) (40) (20)<br>Total Other Income (Expense) $ (7,132) $ (6,020) $ 157 $ 1,318 $ 4,049<br>Net (Loss) Income $ (6,147) $ (5,058) $ 585 $ 3,737 $ 2,939<br>Preferred Stock Dividends (1,915) (1,455) (1,455) (1,455) (1,455)<br>Net Loss (Income) Attributable to<br>Noncontrolling Interest 643 512 70 (178) (110)<br>Net (Loss) Income Attributable to Common<br>Stockholders $ (7,419) $ (6,001) $ (800) $ 2,104 $ 1,374<br>Net (Loss) Income Attributable to Common<br>Stockholders per Share – Basic and Diluted $ (0.55) $ (0.45) $ (0.06) $ 0.16 $ 0.10<br>Weighted Average Common Shares Outstanding<br>– Basic and Diluted 13,371 13,393 13,376 13,375 13,367
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FFO, Core FFO, FAD 4Q 2025 3Q 2025 2Q 2025 1Q 2025 4Q 2024<br>Net (Loss) Income $ (6,147) $ (5,058) $ 585 $ 3,737 $ 2,939<br>Preferred Stock Dividends (1,915) (1,455) (1,455) (1,455) (1,455)<br>Depreciation and Amortization Expense 14,892 14,983 15,266 13,806 13,616<br>(Gain) Loss on Sale of Investment Properties 372 (294) (207) (1,358) (5,765)<br>Impairment of Investment Properties 6,733 6,281 -- -- 1,696<br>Depreciation and Amortization Expense from<br>Unconsolidated Joint Venture 73 73 73 49 20<br>FFO Attributable to Common Shares & NCI $ 14,008 $ 14,530 $ 14,262 $ 14,779 $ 11,051<br>Amortization of Above (Below) Market Leases 143 113 (60) 452 389<br>Straight Line Deferred Rental Revenue (252) (332) (479) (57) (827)<br>Stock-Based Compensation Expense 1,410 1,207 1,728 151 1,276<br>Amortization of Debt Issuance Costs and Other 1,322 554 559 559 559<br>Severance and Transition Related Expense 273 -- 567 104 3,176<br>Reverse Stock Split Expense -- 170 -- -- --<br>Transaction Expense -- -- -- -- 155<br>Other Adjustments from Unconsolidated Joint<br>Venture (6) -- 20 31 --<br>Core FFO Attributable to Common Shares & NCI $ 16,898 $ 16,242 $ 16,597 $ 16,019 $ 15,779<br>Total Capital Expenditures:<br>Tenant Improvements (1,066) (1,601) (878) (704) (1,650)<br>Leasing Commissions (394) (1,136) (558) (115) (2,803)<br>Building Capital (2,247) (1,683) (1,087) (1,907) (1,823)<br>FAD Attributable to Common Shares & NCI $ 13,191 $ 11,822 $ 14,074 $ 13,293 $ 9,503<br>Weighted Average Shares and Units Outstanding:<br>Weighted Average Common Shares 13,371 13,393 13,376 13,375 13,367<br>Weighted Average OP Units 444 447 449 449 449<br>Weighted Average LTIP Units 701 714 705 651 626<br>Weighted Average Shares & Units Outstanding -<br>Basic and Diluted 14,516 14,554 14,530 14,475 14,442<br>Per Share Amounts (Basic and Diluted):<br>Net (Loss) Income Per Share $ (0.55) $ (0.45) $ (0.06) $ 0.16 $ 0.10<br>FFO Per Share and Unit $ 0.97 $ 1.00 $ 0.98 $ 1.02 $ 0.77<br>Core FFO Per Share and Unit $ 1.16 $ 1.12 $ 1.14 $ 1.11 $ 1.09<br>Reconciliation of Non-GAAP Measures (Amounts in thousands, except per-share data)<br>Fourth Quarter 2025 Supplemental Reporting 7
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EBITDAre and Adj. EBITDAre 4Q 2025 3Q 2025 2Q 2025 1Q 2025 4Q 2024<br>Net (loss) Income $ (6,147) $ (5,058) $ 585 $ 3,737 $ 2,939<br>Interest Expense 8,403 8,175 8,009 7,167 7,571<br>Depreciation and Amortization 14,916 15,008 15,291 13,827 13,638<br>Unconsolidated Joint Venture EBITDA<br>Adjustments 113 112 114 85 20<br>(Gain) Loss on Sale of Investment Properties 372 (294) (207) (1,358) (5,765)<br>Impairment of Investment Properties 6,733 6,281 -- -- 1,696<br>EBITDAre $ 24,390 $ 24,224 $ 23,792 $ 23,458 $ 20,099<br>Amortization of Above (Below) Market Leases 143 113 (60) 452 389<br>Stock-Based Compensation Expense 1,410 1,207 1,728 151 1,276<br>Severance and Transition Related Expense 273 -- 567 104 3,176<br>Reverse Stock Split Expense -- 170 -- -- --<br>Transaction Expense -- -- -- -- 155<br>Interest Rate Swap Mark-to-Market at<br>Unconsolidated Joint Venture (5) -- 19 35 --<br>Adjusted EBITDAre $ 26,211 $ 25,714 $ 26,046 $ 24,200 $ 25,095<br>Adjusted EBITDAre, Annualized $ 104,844 $ 102,856 $ 104,184 $ 96,800 $ 100,380<br>NOI and Cash NOI 4Q 2025 3Q 2025 2Q 2025 1Q 2025 4Q 2024<br>Net (Loss) Income $ (6,147) $ (5,058) $ 585 $ 3,737 $ 2,939<br>General and Administrative Expense 5,493 4,860 6,025 3,620 7,707<br>Depreciation and Amortization Expense 14,916 15,008 15,291 13,827 13,638<br>Interest Expense 8,403 8,175 8,009 7,167 7,571<br>Transaction Expense -- -- -- -- 155<br>Loss (Gain) on Sale of Investment Properties 372 (294) (207) (1,358) (5,765)<br>Impairment of Investment Properties 6,733 6,281 -- -- 1,696<br>Proportionate Share of Unconsol. JV Adj. 106 113 133 120 30<br>NOI $ 29,876 $ 29,085 $ 29,836 $ 27,113 $ 27,971<br>Amort. of Above (Below) Market Leases 143 113 (60) 452 389<br>Straight Line Deferred Rental Revenue (252) (332) (479) (57) (827)<br>Proportionate Share of Unconsol. JV Adj. (2) (2) (3) (5) --<br>Cash NOI $ 29,765 $ 28,864 $ 29,294 $ 27,503 $ 27,533<br>Reconciliation of Non-GAAP Measures (continued) (Amounts in thousands)<br>Fourth Quarter 2025 Supplemental Reporting 8
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Capitalization Summary (Amounts in thousands)<br>Fourth Quarter 2025 Supplemental Reporting 9<br>Total Capitalization Shares Price(1) Value<br>Common Stock (NYSE: XRN) 13,235 $ 33.74 $ 446,549<br>OP Units 444 $ 33.74 14,981<br>Vested LTIP Units 540 -- --<br>Total Equity Capitalization 14,219 $ 461,530<br>Consolidated Debt (Gross) -- -- 664,328<br>Preferred Stock<br>Series A (7.50%) 3,105 $ 25.00 77,625<br>Series B (8.00%) 2,050 $ 25.00 51,250<br>Total Capitalization $ 1,254,733<br>(1) Equity Capitalization Price based on the closing share price of the Company’s common stock on December 31, 2025 of $33.74 per<br>share. LTIP units are issued as equity compensation to employees and directors of the Company, and as such, have no capital<br>value associated to them. Preferred Stock price reflects liquidation preference.<br>Debt Summary Balance Rate(1)(2) Type(3) Maturity<br>Unsecured Credit Facility:<br>Revolving Credit Facility $ 163,175 5.35% Floating 10/2030<br>Term Loan A-1 100,000 2.85% Fixed 10/2029<br>Term Loan A-2 100,000 2.85% Fixed 10/2030<br>Term Loan A-3 150,000 2.85% Fixed 04/2031<br>Term Loan B 150,000 4.05% Fixed 02/2028<br>Other Debt 1,153 5.07% Fixed 07/2033<br>Total Consolidated Debt $ 664,328 3.74% 75% Fixed 4.1 Years<br>Cash and Cash Equivalents (9,084)<br>Net Consolidated Debt $ 655,244<br>(1) Unsecured Credit Facility Rates reflect the effects of interest rate swap agreements and a borrowing spread based on the<br>Company’s current overall leverage ratio as defined in the Credit Facility Agreement.<br>(2) Rates for Term Loan A-1, A-2 and A-3 give effect to the Legacy Term Loan A hedges maturing April 2026.<br>(3) Includes the effects of interest rate swap agreements.<br>Hedging Summary Notional Pay Fixed Receive Applicable Term<br>Legacy Term Loan A $ 350,000 1.36% SOFR Current – 04/2026<br>Term Loan A-1 100,000 3.24% SOFR 05/2026 – 10/2029<br>Term Loan A-2 100,000 3.28% SOFR 05/2026 – 10/2030<br>Term Loan A-3 150,000 3.32% SOFR 05/2026 – 04/2031<br>Term Loan B 150,000 2.54% SOFR Current – 02/2028
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Leverage Statistics (Amounts in thousands)<br>Fourth Quarter 2025 Supplemental Reporting 10<br>4Q 2025 3Q 2025 2Q 2025 1Q 2025 4Q 2024<br>Consolidated Debt $ 664,328 $ 712,853 $ 716,757 $ 681,361 $ 651,021<br>Cash and Cash Equivalents (9,084) (7,123) (6,580) (5,412) (6,815)<br>Net Consolidated Debt $ 655,244 $ 705,730 $ 710,177 $ 675,949 $ 644,206<br>Preferred Stock 128,875 77,625 77,625 77,625 77,625<br>Net Consolidated Debt + Preferred Stock $ 784,119 $ 783,355 $ 787,802 $ 753,574 $ 721,831<br>Adjusted EBITDAre – Annualized $ 104,844 $ 102,856 $ 104,184 $ 96,800 $ 100,380<br>Net Consolidated Debt / Ann. Adj. EBITDAre 6.2x 6.9x 6.8x 7.0x 6.4x<br>Net Debt + Preferred / Ann. Adj. EBITDAre 7.5x 7.6x 7.6x 7.8x 7.2x<br>Adjusted EBITDAre $ 26,211 $ 25,714 $ 26,046 $ 24,200 $ 25,095<br>Interest Expense 8,403 8,175 8,009 7,167 7,571<br>Interest Coverage Ratio 3.1x 3.1x 3.3x 3.4x 3.3x<br>Cash Interest Expense $ 7,014 $ 7,556 $ 7,380 $ 6,608 $ 7,012<br>Secured Debt Principal Amortization -- 92 104 160 104<br>Preferred Stock Dividends 1,915 1,455 1,455 1,455 1,455<br>Total Fixed Charges $ 8,929 $ 9,103 $ 8,939 $ 8,223 $ 8,571<br>Adjusted EBITDAre 26,211 25,714 26,046 24,200 25,095<br>Fixed Charge Coverage Ratio 2.9x 2.8x 2.9x 2.9x 2.9x<br>Cash and Cash Equivalents $ 9,084 $ 7,123 $ 6,580 $ 5,412 $ 6,815<br>Availability Under Credit Facility 400,000 400,000 400,000 400,000 400,000<br>Outstanding Credit Facility Borrowings (163,175) (211,700) (202,600) (167,100) (136,600)<br>Total Liquidity $ 245,909 $ 195,423 $ 203,980 $ 238,312 $ 270,215<br>Selected Debt Covenant Performance<br>Metric Calculation Required 4Q 2025<br>Total Leverage Ratio Total Debt / Total Assets ≤ 60% 44.4%<br>Secured Leverage Ratio Secured Debt / Total Assets ≤ 30% 0.1%<br>Unsecured Leverage Ratio Unsecured Debt / Unencumbered Assets ≤ 60% 45.1%<br>Fixed Charge Coverage Ratio Total EBITDA / Fixed Charges ≥ 1.50x 2.7x<br>Unsecured Interest Coverage Ratio Unencumbered NOI / Unsecured Interest ≥ 1.50x 2.2x
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Portfolio Overview (Consolidated Portfolio, dollars in thousands)<br>Fourth Quarter 2025 Supplemental Reporting 11<br>Asset Type Property Count GLA Leased Rate Term(1) 4Q25 Cash NOI(2)<br>Single-Tenant Outpatient 149 3,007,905 97.2% 4.3 $ 17,767<br>Multi-Tenant Outpatient 19 1,027,758 88.6% 3.7 3,425<br>Inpatient Rehab Facilities 8 515,119 100.0% 7.4 4,797<br>Other(3) 13 548,370 100.0% 8.6 3,463<br>Consolidated Portfolio 189 5,099,152 96.0% 5.2 $ 29,452<br>Campus Proximity GLA % Ground Lease<br>On Campus / Adjacent MOB 1,192,628 38.7%<br>Affiliated MOB(1) 1,521,529 11.1%<br>Unaffiliated MOB 1,321,506 0.0%<br>Total Outpatient 4,035,663 15.6%<br>Other 1,063,489 5.0%<br>Consolidated Portfolio 5,099,152 13.4%<br>Lease Escalators Avg. Escalator(1)<br>Single-Tenant Outpatient 2.1%<br>Multi-Tenant Outpatient 1.5%<br>Inpatient Rehab Facilities 2.4%<br>Other 2.5%<br>Consolidated Portfolio 2.1%<br>(1) Represents off campus assets anchored by a health system.<br>(1) Years of lease term remaining weighted by Annualized Base Rent.<br>(2) Excludes Cash NOI attributable to assets not owned as of quarter end.<br>(3) Inclusive of Acute/Surgical Hospitals, LTACH, Behavioral Health and other assets.<br>(1) Weighted by Annualized Base Rent. Includes 9.8% of<br>portfolio leases subject to a CPI based escalator.<br>Such leases assume a CPI growth rate of +2.7%.<br>Lease Type % of ABR<br>Absolute / Triple Net 92.0%<br>Modified Gross 5.0%<br>Gross 3.0%
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4Q 2025 3Q 2025 2Q 2025 1Q 2025 4Q 2024<br>Rental and Related Revenues(1) $ 33,348 $ 32,129 $ 32,571 $ 32,374 $ 31,727<br>Operating Expenses (6,764) (6,291) (6,456) (6,831) (6,505)<br>Same-Property Cash NOI $ 26,584 $ 25,838 $ 26,115 $ 25,543 $ 25,222<br>NOI Margin 80% 80% 80% 79% 79%<br>Leased Rate 96.0% 95.2% 94.5% 95.6% 96.4%<br>Same Property Performance (Amounts in thousands)<br>Fourth Quarter 2025 Supplemental Reporting 12<br>Same Property Portfolio Count GLA % GLA<br>Consolidated Portfolio 189 5,099,152 100.0%<br>Excluded Assets<br>Assets Not Held for All Periods (16) (646,040) (12.7%)<br>Same Property Portfolio 173 4,453,112 87.3%<br>Reconciliation from Cash NOI 4Q 2025 3Q 2025 2Q 2025 1Q 2025 4Q 2024<br>Cash NOI $ 29,765 $ 28,864 $ 29,294 $ 27,503 $ 27,533<br>Assets Not Held for All Periods (2,883) (2,755) (3,010) (1,862) (2,097)<br>Lease Termination Fees (125) (117) (12) -- --<br>Joint Venture and Other Cash NOI (173) (154) (157) (98) (214)<br>Same-Property Cash NOI $ 26,584 $ 25,838 $ 26,115 $ 25,543 $ 25,222<br>Same Property Reconciliations (Dollars in thousands)<br>Year-Over-Year Comparison Sequential Comparison<br>4Q 2025 4Q 2024 Change 4Q 2025 3Q 2025 Change<br>Total Rental Revenue $ 33,348 $ 31,727 + 5.1% $ 33,348 $ 32,129 + 3.8%<br>Operating Expenses (6,764) (6,505) + 4.0% (6,764) (6,291) + 7.5%<br>Same-Property Cash NOI $ 26,584 $ 25,222 + 5.4% $ 26,584 $ 25,838 + 2.9%<br>(1) Rental and Related Revenues includes base rent and operating expense recoveries.
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Lease Expiration Schedule (Consolidated Portfolio, dollars in thousands)<br>Fourth Quarter 2025 Supplemental Reporting 13<br>Year # Leases GLA % GLA ABR % ABR Rate(1)<br>2026 79 402,895 7.9% $ 8,854 7.4% $ 21.98<br>2027 60 707,226 13.9% 16,293 13.7% 23.04<br>2028 52 286,240 5.6% 7,527 6.3% 26.29<br>2029 61 749,883 14.7% 18,758 15.8% 25.01<br>2030 68 720,447 14.1% 15,551 13.1% 21.59<br>2031 45 647,675 12.7% 14,827 12.5% 22.89<br>2032 11 87,981 1.7% 2,165 1.8% 24.60<br>2033 19 184,415 3.6% 5,408 4.6% 29.32<br>2034 14 266,633 5.3% 8,114 6.8% 30.43<br>2035 12 245,711 4.8% 7,476 6.3% 30.43<br>Thereafter 23 597,048 11.7% 13,866 11.7% 23.22<br>Total Leased 444 4,896,154 96.0% $118,839 100.0% $ 24.27<br>Vacant 202,998<br>Total 5,099,152<br>Leased Rate(2) 96.0%<br>Remaining Term 5.2 Years<br>Leasing Rollforward (Consolidated Portfolio)<br>(1) Reflects Annual Base Rent as of quarter end divided by expiring area.<br>(2) Includes 46,124 of SF that is leased but not yet occupied.<br>Total GLA 4Q 2025<br>Beginning of Quarter 5,178,421<br>Acquired Area --<br>Sold Area(1) (79,269)<br>End of Quarter 5,099,152<br>Leasing Volume 4Q 2025<br>Lease Expirations (33,913)<br>Renewals and Extensions 23,086<br>Tenant Retention 68%<br>New Leases 36,689<br>Net Absorption 25,862<br>Leased GLA 4Q 2025<br>Beginning of Quarter 4,928,071<br>Net Absorption 25,862<br>Net Leased Area Acquired (Sold) (57,779)<br>End of Quarter 4,896,154<br>(1) Includes remeasured space totaling 35 square feet.
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Tenant Concentrations (Consolidated Portfolio, dollars in thousands)<br>Fourth Quarter 2025 Supplemental Reporting 14<br>Geographic Concentrations (Consolidated Portfolio, dollars in thousands)<br>States # Properties GLA % Total ABR % ABR<br>Texas 17 709,092 13.9% $ 20,147 17.0%<br>Florida 34 513,029 10.1% 12,991 10.9%<br>Ohio 18 422,768 8.3% 9,475 8.0%<br>Arizona 10 359,771 7.1% 8,785 7.4%<br>Pennsylvania 11 313,065 6.1% 7,668 6.5%<br>Illinois 14 258,789 5.1% 6,022 5.1%<br>Michigan 13 307,031 6.0% 5,839 4.9%<br>Iowa 5 428,614 8.4% 5,733 4.8%<br>Virginia 3 269,441 5.3% 5,543 4.7%<br>California 5 92,282 1.8% 3,284 2.8%<br>Top 10 Markets 130 3,673,882 72.1% $ 85,487 72.1%<br>All Other 59 1,425,270 27.9% 33,352 27.9%<br>Consolidated Portfolio 189 5,099,152 100.0% $ 118,839 100.0%<br>Tenant / Parent Tenant Type Leased GLA % ABR % ABR Term(1)<br>Lifepoint Health IRF 157,151 3.2% $ 8,113 6.8% 4.9<br>Encompass Health IRF 268,038 5.5% 7,462 6.3% 7.2<br>Memorial Health MOB 155,600 3.2% 5,938 5.0% 5.2<br>Trinity Health MOB 395,844 8.1% 5,433 4.6% 3.2<br>Tenet Healthcare MOB 129,698 2.6% 3,598 3.0% 4.4<br>TeamHealth MOB 173,371 3.5% 3,431 2.9% 1.0(2)<br>Carrus Hospital IRF 69,352 1.5% 3,114 2.6% 11.5<br>Christus Health Surgical Hosp. 84,674 1.7% 2,879 2.4% 14.2<br>White Rock Acute Hosp. 236,314 4.8% 2,678 2.3% 12.2<br>PAM Health IRF 54,575 1.1% 2,306 1.9% 9.0<br>Top 10 Tenants 1,724,617 35.2% $ 44,952 37.8% 6.5<br>All Other 3,171,537 64.8% 73,887 62.2% 4.6<br>Consolidated Portfolio 4,896,154 100.0% $ 118,839 100.0% 5.2<br>(1) Years of lease term remaining weighted by Annualized Base Rent.<br>(2) Tenant is a government contractor with a rolling one-year termination right.
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Investment Activity (Dollars in thousands)<br>Fourth Quarter 2025 Supplemental Reporting 15<br>Capital Expenditures (Consolidated Portfolio, dollars in thousands)<br>4Q 2025 3Q 2025 2Q 2025 1Q 2025 4Q 2024<br>Tenant Improvements $ 1,066 $ 1,601 $ 878 $ 704 $ 1,650<br>Leasing Commissions 394 1,136 558 115 2,802<br>Building Capital 2,248 1,682 1,087 1,907 1,823<br>Total Capital Expenditures $ 3,708 $ 4,419 $ 2,523 $ 2,726 $ 6,275<br>Cash NOI $ 29,765 $ 28,864 $ 29,294 $ 27,503 $ 27,533<br>Capital Expenditures / Cash NOI 12.5% 15.3% 8.6% 9.9% 22.8%<br>Dispositions Date Asset Type GLA Sale Price Yield<br>Germantown, TN 11/2025 Office 8,015 $ 1,450 10.9%<br>Melbourne, FL 12/2025 MOB 71,219 9,825 1.2%<br>Quarterly Total 79,234 $ 11,275 2.4%
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Components of Net Asset Value (Amounts in thousands)<br>Fourth Quarter 2025 Supplemental Reporting 16<br>Cash NOI by Asset Type 4Q 2025 Cash NOI Timing Adjustments(1) Annualized<br>Single-Tenant Outpatient $ 17,777 $(10) $71,068<br>Multi-Tenant Outpatient 3,472 (47) 13,700<br>Inpatient Rehab Facilities 4,797 -- 19,188<br>Other(2) 3,641 (147) 13,976<br>Consolidated Portfolio $ 29,687 $ (204) $ 117,932<br>Proportionate Share of JV Cash NOI 78 -- 312<br>Total $ 29,765 $ (204) $ 118,244<br>(1) Reflects mid-quarter adjustments for Acquisitions and Dispositions.<br>(2) Inclusive of Acute/Surgical Hospitals, LTACH, Behavioral Health and other assets.<br>Other Information<br>Cash and Cash Equivalents $ 9,084<br>Other Assets(1) 7,952<br>Total $ 17,036<br>Revolving Credit Facility(2) $ (163,175)<br>Unsecured Term Loans(2) (500,000)<br>Preferred Stock Liquidation Value (128,875)<br>Dividends Payable (12,484)<br>Other Notes Payable(2) (1,153)<br>Other Liabilities(3) (18,289)<br>Proportionate Share of JV Debt (2,200)<br>Total $ (826,176)<br>Outstanding Shares at Quarter End(4) 14,380<br>(1) Includes prepaid assets and tenant receivables.<br>(2) Represents principal amount outstanding, excluding the effect of unamortized premiums, discounts, or deferred financing costs.<br>(3) Includes accounts payable and accrued liabilities.<br>(4) Includes outstanding OP Units and LTIP Units.
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Reporting Definitions and Other Disclosures<br>Fourth Quarter 2025 Supplemental Reporting 17<br>Annualized Base Rent: Annualized base rent represents monthly base rent for December 2025 (or, for recent acquisitions,<br>monthly base rent for the month of acquisition), multiplied by 12 (or base rent net of annualized expenses for properties<br>with gross leases). Accordingly, this methodology produces an annualized amount as of a point in time but does not take<br>into account future (i) contractual rental rate increases, (ii) leasing activity or (iii) lease expirations. Additionally, leases<br>that are accounted for on a cash-collected basis, or that are in a free rent period, are not included in annualized base rent.<br>Capitalization Rate: The capitalization rate (“Cap Rate”) for an acquisition is calculated by dividing current Annualized<br>Base Rent by contractual purchase price. For the portfolio cap rate, certain adjustments, including for subsequent capital<br>invested, are made to the contractual purchase price.<br>Funds from Operations Attributable to Common Stockholders and Noncontrolling Interest and Core Funds from<br>Operations Attributable to Common Stockholders and Noncontrolling Interest: Funds from operations attributable to<br>common stockholders and noncontrolling interest (“FFO”) and core funds from operations attributable to common<br>stockholders and noncontrolling interest (“Core FFO”), formerly referred to as “Adjusted funds from operations<br>attributable to common stockholders and noncontrolling interest, or (AFFO)” are non-GAAP financial measures within the<br>meaning of the rules of the SEC. The Company considers FFO and Core FFO to be important supplemental measures of its<br>operating performance and believes FFO is frequently used by securities analysts, investors, and other interested parties<br>in the evaluation of REITs, many of which present FFO when reporting their results.<br>In accordance with the National Association of Real Estate Investment Trusts’ (“NAREIT”) definition, FFO means net<br>income or loss computed in accordance with GAAP before noncontrolling interests of holders of OP units and LTIP units,<br>excluding gains (or losses) from sales of property and extraordinary items, property impairment losses, less preferred<br>stock dividends, plus real estate-related depreciation and amortization (excluding amortization of debt issuance costs<br>and the amortization of above and below market leases), and after adjustments for unconsolidated partnerships and joint<br>ventures calculated to reflect FFO on the same basis. Because FFO excludes real estate-related depreciation and<br>amortization (other than amortization of debt issuance costs and above and below market lease amortization expense),<br>the Company believes FFO provides a complete picture of its performance that is more informative than GAAP net income<br>or loss. FFO provides perspective on trends in occupancy rates, rental rates, operating costs, development activities and<br>interest costs, and helps the Company more immediately compare the most recent GAAP measurement, net income or<br>loss.<br>Core FFO, formerly referred to as “Adjusted funds from operations attributable to common stockholders and<br>noncontrolling interest, or (AFFO)”, is a non-GAAP measure used by many investors and analysts to measure a real estate<br>company’s operating performance by removing nonrecurring and non-cash items that do not reflect ongoing operations.<br>Management calculates Core FFO by modifying the NAREIT definition of FFO by (i) removing certain non-recurring<br>expenses, as well as other certain non-cash and non-recurring IT costs, (ii) removing amortization related to capitalized<br>leasing and acquisition costs, (iii) removing amortization of above and below market leases and amounts associated with<br>the write-off of above and below market leases for certain early lease terminations (iv) adding back straight-line rent<br>adjustments, (v) recurring amortization of debt issuance costs, (vi) severance and executive transition costs, (vii)<br>share-based compensation expense and (viii) other items related to unconsolidated partnerships and joint ventures.<br>Management believes that reporting Core FFO in addition to FFO is a useful supplemental measure for the investment<br>community when evaluating the operating performance of the Company on a comparative basis.<br>Funds Available for Distribution Attributable to Common Stockholders and Noncontrolling Interest: We calculate<br>funds available for distribution attributable to common stockholders and noncontrolling interest (“FAD”) by deducting<br>capital expenditures for property improvements made to maintain the condition of properties from Core FFO. The<br>Company believes FAD is useful in analyzing the amount of cash available for distribution to stockholders and unitholders.<br>Investors, analysts and the Company utilize FAD as an indicator of common dividend sustainability.
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Reporting Definitions and Other Disclosures (continued)<br>Fourth Quarter 2025 Supplemental Reporting 18<br>Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate (“EBITDAre” and “Adjusted<br>EBITDAre”): We calculate EBITDAre in accordance with standards established by NAREIT and define EBITDAre as net<br>income or loss computed in accordance with GAAP plus depreciation and amortization, interest expense, gain or loss on<br>the sale of investment properties, property impairment losses, and adjustments for unconsolidated partnerships and joint<br>ventures, to reflect EBITDAre on the same basis, as applicable.<br>We define Adjusted EBITDAre as EBITDAre plus loss on extinguishment of debt, non-cash stock compensation expense,<br>non-cash intangible amortization related to above and below market leases, severance and transition related expense,<br>reverse stock split expense, transaction expense, adjustments related to our investment in unconsolidated joint ventures,<br>and other normalizing items. Management considers EBITDAre and Adjusted EBITDAre important measures because they<br>provide additional information to allow management, investors, and our current and potential creditors to evaluate and<br>compare our core operating results and our ability to service debt.<br>NOI, Cash NOI and Same-Property Cash NOI: We consider net operating income, or NOI, to be an appropriate<br>supplemental measure to net income because it helps both investors and management understand the core operations of<br>our properties. We define NOI as total net (loss) income, plus depreciation and amortization expense, general and<br>administrative expense, transaction expense, impairments, gain or loss on sale of investment properties, interest<br>expense, and other non-operating items. Cash NOI and Same-Property Cash NOI are key performance indicators.<br>Management considers these to be supplemental measures that allow investors, analysts and Company management to<br>measure improved property-level cash operating results. The Company defines Cash NOI as NOI excluding non-cash<br>items such as above and below market lease intangibles and straight-line rent. Cash NOI is historical and not necessarily<br>indicative of future results.<br>Same-Property Cash NOI compares Cash NOI for stabilized properties. Stabilized properties are properties that have been<br>included in operations for the duration of the year-over-year comparison period presented. Accordingly, stabilized<br>properties exclude properties that were recently acquired or disposed of, properties classified as held for sale, properties<br>undergoing redevelopment, and newly redeveloped or developed properties. Same-Property Cash NOI also excludes lease<br>terminations fees and joint venture and other income in order to remove non-recurring items and joint venture-related<br>income from our NOI.<br>Other Disclosures<br>Non-GAAP Financial Measures: Management considers certain non-GAAP financial measures to be useful supplemental<br>measures of the Company’s operating performance. For the Company, non-GAAP measures consist of FFO attributable to<br>common stockholders and noncontrolling interest, AFFO attributable to common stockholders and noncontrolling<br>interest, FAD attributable to common stockholders and noncontrolling interest, EBITDAre and Adjusted EBITDAre, Net<br>Operating Income (“NOI”), cash NOI and same-property cash NOI. A non-GAAP measure is generally defined as one that<br>departs from traditional GAAP financial performance, financial position or cash flows, but excludes or includes amounts<br>that would not be so adjusted in the most comparable measure determined in accordance with GAAP. The Company<br>reports non-GAAP financial measures because these measures are observed by management and they also may be used<br>by the predominant REIT research analysts, as well as by industry analysts to evaluate REITs. For these reasons,<br>management deems it appropriate to disclose and discuss these non-GAAP financial measures.<br>The non-GAAP financial measures presented herein are not necessarily identical to those presented by other real estate<br>companies due to the fact that not all real estate companies use the same definitions. These measures should not be<br>considered alternatives to net income as measures of the Company’s operating performance, or as alternatives to cash<br>flow as measures of the Company’s liquidity. Moreover, these non-GAAP measures necessarily indicate why the Company<br>utilizes these measures, they should be considered supplemental in nature and not superior to comparable GAAP<br>measures. To facilitate a clear understanding of these non-GAAP financial measures, quantitative reconciliations of these<br>non-GAAP measures to the most directly comparable GAAP measures of net income and cash flows from operations as<br>presented elsewhere herein.
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Reporting Definitions and Other Disclosures (continued)<br>Fourth Quarter 2025 Supplemental Reporting 19<br>Additional Information: The information in this document should be read in conjunction with the Company’s Annual<br>Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other information filed with, or<br>furnished to, the SEC. You can access the Company’s reports and amendments to those reports filed or furnished to the<br>SEC pursuant to Section 13(a) or 15(d) of the Exchange Act in the “Investor Relations” section on the Company’s website<br>(www.chironre.com) under “SEC Filings” as soon as reasonably practicable after they are filed with, or furnished to, the<br>SEC. The information on or connected to the Company’s website is not, and shall not be deemed to be, a part of, or<br>incorporated into, this Earnings Supplemental. You also can review these SEC filings and other information by accessing<br>the SEC’s website at http://www.sec.gov. Certain information contained in this package, including, but not limited to,<br>information contained in our key tenants profiles is derived from publicly-available third-party sources. The Company has<br>not independently verified this information and there can be no assurance that such information is accurate or complete.
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Exhibit 99.3

Building For<br>The Future<br>February 2026
Chiron (KAI-ron)—the wisest of all centaurs—was the Greek mythological father of<br>medicine and the original architect of medical education.<br>We aspire to uphold this tradition of stewardship by living our mission of delivering<br>value at the intersection of care, capital, and real estate.<br>2<br>Our New Identity
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Portfolio Focused on Essential Care Facilities<br>Anchored by strong tenants delivering vital care to the communities they serve<br>Note: All figures as of the quarter ended December 31, 2025 unless otherwise stated. See pages 26-29 for definitions of the Company’s Non-GAAP financial measures Chiron: Building For The Future 3<br>and the Company’s Non-GAAP reconciliations.<br>1. Represents Gross Real Estate Value as presented on the Company’s consolidated balance sheet<br>2. Represents year-over-year Same Store NOI growth for the fourth quarter of 2025<br>3. Portfolio share reflects assets owned as of year end, based on % of Cash NOI. “Other” primarily consists of Acute Care Hospitals and LTACHs<br>$1.5B Real Estate Portfolio1<br>$119M Annualized Cash NOI<br>189 Properties<br>5.1M Square Feet<br>96% Leased<br>+5.4% Same Store NOI Growth2<br>12%<br>Other3<br>16%<br>Inpatient<br>Rehab3<br>72%<br>Outpatient<br>Medical3
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Chiron: Building For The Future 4<br>Deep Experience Bridging Healthcare and Real Estate<br>Multi-disciplinary team guided by experience, driven by results<br>Mark Decker, Jr<br>Chief Executive Officer<br>Deep leadership experience across public real<br>estate, investment management and capital<br>markets<br>Alfonzo Leon<br>Chief Investment Officer<br>Extensive experience across healthcare real<br>estate acquisitions and capital markets, with<br>more than two decades of experience executing<br>institutional transactions<br>Jamie Barber<br>General Counsel<br>Extensive legal and governance experience<br>supporting public companies, with a focus on<br>REITs, SEC compliance and capital markets<br>Ray Braun<br>Managing Director<br>More than 40 years of real estate experience<br>(50% with public REITs) across multiple product<br>types, senior roles in acquisitions, dispositions,<br>underwriting and operations<br>Randy Haugh<br>Senior Vice President, Finance<br>Two decades of public REIT leadership<br>experience with a focus on corporate finance<br>and capital markets execution<br>Alex Wilburn<br>Portfolio Manager<br>Nearly two decades of real estate experience<br>with a focus on healthcare real estate<br>underwriting, acquisitions and dispositions<br>Bob Kiernan<br>Chief Financial Officer<br>Three decades of leadership experience in<br>financial accounting, reporting and public<br>company management across the financial<br>services sector<br>Danica Holley<br>Chief Operating Officer<br>More than 18 years of operational leadership<br>experience overseeing complex, multi-disciplinary organizations and global initiatives<br>Mike Farinawicz<br>Senior Vice President, Strategy<br>Extensive Healthcare REIT experience, including<br>senior roles in investor relations, capital markets<br>and corporate strategy at Physicians Realty<br>Trust and Healthpeak (NYSE: DOC)
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+56.2%<br>+9.9%<br>HR<br>(13.7%)<br>DOC<br>Historical Shareholder Returns<br>Chiron has materially outperformed its Outpatient Medical REIT peers since its IPO…<br>Source: Nasdaq. Total Shareholder Return presented from 06/29/2016 to 02/13/2026. Chiron: Building For The Future 5<br>-50%<br>0%<br>50%<br>100%<br>150%<br>200%<br>XRN HR DOC<br>Outpatient Medical REIT Total Shareholder Return Since Chiron IPO
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`<br>Historical Shareholder Returns (contd.)<br>…but recent higher-rate environment has compressed earnings multiples<br>Source: Nasdaq, St. Louis Fed. Chiron Forward FFO Multiple based on analyst median consensus. Data presented from 06/29/2016 to 02/13/2026. Chiron: Building For The Future 6<br>1.0%<br>2.0%<br>3.0%<br>4.0%<br>5.0%<br>6.0x<br>10.0x<br>14.0x<br>18.0x<br>22.0x<br>Chiron Forward FFO Multiple US 10-Year Treasury Yield<br>Chiron Forward FFO Multiple vs Ten-Year US Treasury Yield<br>Interest Rate Impact<br>10-Year US<br>Treasury Yield<br>Forward FFO<br>Multiple<br>Dec. 2021 1.5% 19.5x<br>Feb. 2026 4.1% 8.9x<br>Change +260bps (10.6x)
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Where We Stand<br>Chiron: Building For The Future 7<br>PAM Rehabilitation Hospital<br>Surprise, Arizona
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Decisive Action by Leadership<br>Rapid execution of strategic pivot establishes a scalable platform for value creation<br>Note: Icons sourced from Flaticon.com Chiron: Building For The Future 8<br>Factor Prior Status Actions Taken Today<br>Corporate<br>Governance<br>Corporate<br>Strategy<br>Capital<br>Allocation<br>Balance<br>Sheet<br>Portfolio<br>Management<br>Quarterly<br>Disclosures<br>Ambiguous &<br>Undefined<br>Yield-Centric<br>Imminent Debt<br>Maturities<br>Maintaining<br>Occupancy<br>Limited Operational<br>Visibility<br>Defined, Data-Driven<br>& Disciplined<br>Value-Creation<br>Centric<br>Stabilized Balance<br>Sheet<br>Driving<br>Performance<br>Peer Aligned &<br>Transparent<br>• Adopted formal corporate strategy<br>• Completed comprehensive portfolio review<br>• Recycling capital into opportunities presenting<br>higher total returns<br>• Credit Facility recast spreads maturities<br>• Preferred Equity issuance lowers WACC<br>• Centralized leadership under new Head of<br>Portfolio Management (former Investments SVP)<br>• Revamped IR materials prominently feature key<br>performance drivers<br>Seeking New<br>Leader<br>Supporting New<br>Strategy<br>• Recruited proven CEO<br>• Board retirements offer opportunity to refresh
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`<br>`<br>Attractive Basis & Yield<br>• Deep Value Entry: Chiron’s existing portfolio was acquired at favorable<br>cap rates with valuations substantially below today’s replacement cost<br>• Store of Value: Portfolio returns have trended in line with the broader<br>performance of Medical Office<br>Strong Demographic Profile<br>• Strategic Footprint: Focused on secondary markets yet fully aligned with<br>national healthcare tailwinds<br>• Resilient Micro-Markets: Chiron markets demonstrate superior vitality,<br>outperforming national averages on the Distressed Communities Index<br>(DCI) – a comprehensive measure of demographic health<br>Existing Portfolio Position<br>Chiron’s existing portfolio benefits from demographic tailwinds and operational control<br>1. Represents Chiron’s initial acquisition cap rate Chiron: Building For The Future 9<br>2. Represents Annualized 4Q25 Cash NOI divided by Gross Real Estate Assets owned as of December 31, 2025<br>3. Chiron portfolio DCI categorization weighted by 4Q25 Cash NOI; National DCI weighted by Population<br>Acquired Gross Value Cap Rate1 Cash Yield2<br>2018 & Earlier $549M 7.9% 8.0%<br>2019 – 2021 $601M 7.5% 8.1%<br>2022 – 2025 $321M 7.8% 7.8%<br>29%<br>22%<br>26%<br>16%<br>8%<br>25%<br>21% 20% 19%<br>15%<br>Prosperous Comfortable Mid Tier At Risk Distressed<br>Chiron National<br>Yield by Acquisition Vintage<br>DCI Distribution3
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`13%<br>43% 46%<br>HR DOC<br>`<br>Ground Lease Exposure1<br>Construction Costs vs Rent Growth2<br>Fee Simple Focus<br>• Operational Control: Fee simple ownership eliminates third-party friction<br>and preserves landlord leverage to drive positive leasing outcomes<br>• Economically Rational: Limited ground lease exposure restricted to<br>investments with significant discounts vs fee-simple opportunities<br>Outstanding Market Opportunity<br>• Inflation Beneficiary: Construction cost increases have outpaced<br>embedded rent escalators, creating positive mark-to-market opportunity<br>• Silver Tsunami: Procedure delivery is transitioning to the outpatient venue<br>as healthcare providers prepare to serve a rapidly aging patient population<br>+43%<br>+11%<br>2020 2021 2022 2023 2024 2025<br>Construction Costs 2.1% Rent Escalator<br>Existing Portfolio Position (contd.)<br>Chiron’s existing portfolio benefits from demographic tailwinds and operational control<br>1. Presented as percentage of portfolio square feet. Peer disclosures per respective Supplemental documents as of December 31, 2025. DOC Ground Lease Chiron: Building For The Future 10<br>Exposure presented for outpatient medical assets; HR presented as a share of full portfolio.<br>2. Construction Costs per Mortenson Non-Residential Construction Cost Index. Illustrative 2.1% rent growth represents Chiron’s in-place rent escalator as of<br>December 31, 2025.
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`<br>June<br>20253<br>Dec.<br>2025<br>`<br>Balance Sheet Fortification<br>Activity advances balance sheet quality, creating a stronger foundation for future growth<br>1. As defined by the Company’s Credit Facility Chiron: Building For The Future 11<br>2. Reflective of extension options where applicable<br>3. Includes $13M of 2025 Maturities<br>✓ Credit Facility Recast (October 2025)<br>Extension of bank debt addresses material 2026<br>debt maturities; drives graduated maturity ladder<br>✓ Preferred Equity Issuance (November 2025)<br>$50M Preferred Equity issuance provides for<br>permanent capital at attractive 8.0% yield<br>✓ Share Repurchases (December 2025)<br>$6M in repurchases completed at a weighted<br>average price of $34.16 / share<br>Balance<br>Sheet<br>Comparison<br>2Q 2025 4Q 2025<br>Debt Term Remaining 1.6 Years 4.1 Years<br>Credit Facility Balance $ 203M $ 163M<br>Leverage1 47.2% 44.4%<br>Net Debt / Adj. EBITDAre 6.8x 6.2x<br>Improved<br>Debt Maturity<br>Schedule2<br>($M)<br>$363<br>$203 $150<br>$0 $0 $1<br>2026 2027 2028 2029 2030 Later<br>$0 $0<br>$150 $100<br>$263<br>$151<br>2026 2027 2028 2029 2030 Later
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12<br>The Way Forward<br>Chiron: Building For The Future<br>Mission Health MOB<br>Livonia, Michigan
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Optimize Portfolio for Long-Term Performance • Active capital recycling to drive improved portfolio performance<br>• Better align team with measurable goals that support shareholder returns<br>Capitalize on Attractive Investment Opportunities<br>• Active Adult / SHOP: Gain exposure to Active Adult and Senior Housing to accentuate external growth<br>• Net Lease / Specialty Medical: Emphasize needs-based assets with generous initial yields<br>Solidify Balance Sheet<br>• Further improve sources of capital and extend remaining debt tenor<br>• Reduce leverage toward long-term target of < 5x Debt / Adj. EBITDAre<br>• Drive deleveraging via retained cash flow growth, non-core dispositions, and equitization of new deals<br>Drive Operating Leverage & Efficiency<br>• Implement automation (e.g., Power BI) to streamline operations and eliminate inefficiency<br>• In-place team is staffed for growth with strength across all core competencies<br>2026 Strategic Objectives<br>Long-Term Mission: Deliver upper-quartile annual per-share earnings growth (~6%)<br>Note: Icons sourced from Flaticon.com Chiron: Building For The Future 13
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Demographic ‘Silver Tsunami’ Fuels Sustained<br>Demand Growth<br>Severe Supply-Demand Imbalance Enhances<br>Opportunity<br>We are in the early innings of the silver tsunami<br>• The first Baby Boomers are just now entering their 80’s<br>• While the most rapid aging occurs through 2030, it is anticipated that the<br>population of Americans aged 70 or older will expand for decades thereafter<br>Senior Housing faces an incredible supply shortage<br>• New construction remains constrained by high interest rates and labor costs,<br>requiring a 3.5x increase in development speed to meet baseline demand<br>24M 29M 32M 34M 34M<br>12M<br>15M<br>19M<br>23M 27M<br>36M<br>44M<br>51M<br>57M 60M<br>2020 2025 2030 2035 2040<br>Age 70-79 Age 80+<br>Chiron’s Housing Thesis<br>Demographic momentum and supply scarcity drive a generational opportunity for premium Active Adult and<br>SHOP investments<br>Chiron: Building For The Future 14<br>US Population Forecast<br>(by Age)<br>Projected Deliveries vs Demand1<br>(# Homes)<br>80k 107k 135k 163k 191k 115k<br>266k<br>376k<br>474k<br>564k<br>2026 2027 2028 2029 2030<br>Deliveries Shortfall<br>Source: US Census Bureau, NIC MAP<br>1. Represents current development pace vs homes required for 90% occupancy, assuming maintenance of current penetration rate<br>2020 2025:<br>+8M<br>2025 2040: +16M
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Functional Obsolescence of Legacy Inventory Targeting Wealthiest Residents to Mitigate<br>Economic Volatility<br>Supply constraints have created a quality barbell<br>• Changing tastes and preferences amongst customers and operators<br>contribute to the functional obsolesce of legacy supply<br>• Maintaining the functionality of dated assets will require outsized capital<br>• Chiron will not be encumbered by these outdated / legacy assets<br>Affordability is at an all-time high<br>• NIC estimates that the cohort of highest-income seniors will grow >2x faster<br>than the overall population of those aged 75+<br>• Substantial home equity and investment portfolios provide a durable funding<br>source for premium, private-pay housing<br>Chiron’s Housing Thesis (contd.)<br>Demographic momentum and supply scarcity drive a generational opportunity for premium Active Adult and<br>SHOP investments<br>Chiron: Building For The Future 15<br>Distribution of Homes by Asset Age<br>(by Age)<br>Average Household Net Worth<br>(by Age)<br>Source: NIC MAP, Fidelity<br>$1.0M<br>$1.6M<br>$1.8M $1.6M<br>45-54 55-64 65-74 75+<br>Future Customers Current Customers<br>3%<br>20%<br>10%<br>18%<br>48%<br>< 2 Years 2-10 Years 10-17 Years 17-25 Years >25 Years<br>Functionally Obsolete<br>+ Capital Intensive
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`<br>Sustainable Growth<br>• Disciplined Funding: Best ideas<br>funded via capital recycling, volumes<br>scale with capital market conditions<br>• Cash Flow Focused: Targeting<br>investments that drive long-term<br>earnings accretion<br>• Thoughtful Partnerships: Initial<br>SHOP opportunities will be pursued<br>with experienced JV partners to build<br>on existing Mgmt. and Board expertise<br>Delivering Solutions Through Boutique Approach<br>Tailored approach to investment resonates with middle-market owners, operators, and developers<br>Note: All stated amounts are presented at Chiron Share, inclusive of pro rata project debt. Actual Chiron: Building For The Future 16<br>investments or dispositions may differ materially from current expectations.<br>Active Adult<br>• Emphasis on development of highly amenitized assets in prosperous submarkets<br>• Targeting ~7% stabilized yields on cost; mid-teen unlevered IRRs<br>Operating Senior Housing (SHOP)<br>• Emphasis on premium assets in prosperous submarkets<br>• Pipeline consists of a mix of recent deliveries and new developments in<br>transactions with experienced, aligned, and reputable joint venture partners<br>• Targeting mid-six first year yields on stable assets; mid-teen unlevered IRRs<br>Specialty Medical<br>• Investments will prioritize needs-based assets with a specialty focus
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Inaugural Active Adult Investment<br>Minneapolis Development JV (Jan. 2026)<br>• $7M Equity Investment (49% Pari Passu Interest, $46M Total Project Cost)<br>• New Development (132 Units, 2027 Delivery, 7% Anticipated Unlevered Yield on Cost)<br>Rationale:<br>• Co-investment in a Class-A development located in a prosperous submarket<br>• Establishes a programmatic relationship, providing pipeline for future scale<br>Accretive Capital Recycling<br>Marina Towers Asset Sale (Dec. 2025)<br>• $10M Proceeds ($138 psf); 1.2% Trailing Cap Rate1<br>Rationale:<br>• Divestiture of early-vintage asset following post-COVID NOI erosion<br>• Eliminates the outsized execution risk and capital required to stabilize the asset<br>• Capital recycled into share repurchases on a leverage-neutral basis<br>Recent Investment Activity<br>Strategic entry into Active Adult market expands Chiron’s growth profile<br>1. Based on trailing four quarter Cash NOI (4Q24-3Q25) Chiron: Building For The Future 17
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Inpatient Rehab Facility (IRF) Portfolio Beaumont Surgical Hospital<br>Rationale:<br>• Market awareness and appreciation of IRF asset class has<br>increased substantially in recent years<br>• Quality tenancy, long WALT, and high rent coverage drive deep<br>prospective buyer pool<br>• Chiron has engaged a leading national broker to begin<br>marketing its IRF portfolio<br>Rationale:<br>• Occupied by CHRISTUS Health on recently signed 15-year triple<br>net lease<br>• Investment Grade tenant, asset scale (85k feet), and exceptional<br>WALT drive deep prospective buyer pool<br>• Preliminary indications are that asset would attract market<br>bids substantially above Chiron basis<br>Prospective Recycling Candidates<br>Chiron has identified ~$250M of prospective dispositions to fund higher-growth pipeline without adding debt<br>Chiron: Building For The Future 18<br>Portfolio Summary<br>Assets Seven<br>4Q25 Cash NOI $4.0M<br>Gross Book Value $183M<br>In-Place Cash Yield 8.7%<br>Acquisition Cap Rate 7.8%<br>Asset Summary<br>Year Acquired 2019<br>4Q25 Cash NOI $0.8M<br>Gross Book Value $35M<br>In-Place Cash Yield 9.1%<br>Acquisition Cap Rate 7.6%
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Chiron: Building For The Future 19<br>Conclusion<br>Dumfries Health Center<br>Dumfries, VA
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`<br>Transitioning to Monthly Distributions<br>Chiron delivers sustainable income with superior tax treatment compared to ordinary corporate dividends<br>Note: Chiron distributions are subject to change at the sole discretion of the Company’s Board of Directors. Past performance does not predict future results. Chiron: Building For The Future 20<br>1. Reflects the pre-tax distribution rate that an investor would need to receive from a theoretical investment to match the yield offered by Chiron Common Stock as of<br>December 31, 2025 based on Chiron’s average FY25 and FY24 Return of Capital (“ROC”) rates of 88% and 52%, respectively. The presented figures assume that tax<br>equivalent distributions are classified as ordinary income subject to tax at the top federal marginal tax rate of 37% and do not benefit from the 20% QBI deduction.<br>8.9%<br>12.9%<br>Chiron<br>Distribution<br>Tax-Equivalent<br>Distribution<br>Annual Yield Comparison1<br>Monthly Payment Frequency<br>• Chiron is transitioning to a monthly distribution in April 2026, delivering more<br>frequent income to shareholders while reducing frictional costs to the Company<br>• The current $3.00 per share annualized dividend run rate is unchanged<br>Structural Tax Advantages<br>• Permanent QBI Deduction: The 20% Qualified Business Income deduction was<br>made permanent under the 2025 One Big Beautiful Bill Act<br>• Tax Deferred Income: The ‘return of capital’ portion of REIT dividends is tax<br>deferred until sale when it is treated as ‘capital gain’ rather than ‘ordinary income’<br>Dividend Coverage<br>Recent capital market activity has strengthened the Chiron balance sheet, directly<br>enhancing cash flow stability and dividend safety
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`<br>2026 Guidance Outlook: Year of Transition<br>Chiron: Building For The Future 21<br>Earnings outlook establishes a de-risked baseline to support sustainable earnings quality and growth<br>Balance Sheet Fortification<br>• Financial impact of October 2025 Term Loan extension begins May 2026<br>• Preferred Equity issued late 2025 carries 8.0% coupon<br>Same-Store Cash NOI • Guidance bridge reflects midpoint of same store range (1.0% – 2.0%)<br>• Compares to historical same-store growth trend of ~0.7%<br>External Growth Assumptions<br>• Guidance does not reflect any incremental acquisitions or dispositions<br>beyond those announced as of February 26, 2026<br>Other Items<br>• 2026 G&A Expense expected to total $19.0M – $20.0M (2025: $20.0M)<br>• 2026 Non-Cash G&A expected to total $5.0M – $6.0M (2025: $4.5M)<br>• 2026 FAD CapEx expected to total $13.5M – $14.5M (2025: $13.4M)<br>Guidance Commentary<br>Driver Initial Guidance<br>2025 Core FFO / Diluted Share $ 4.53<br>(-) Balance Sheet Fortification (0.36)<br>Subtotal $ 4.17<br>(+) Same Store Cash NOI Growth + 0.11<br>(+) Efficiency and Other Savings + 0.10<br>2026 Core FFO / Diluted Share $4.30 – $4.45<br>Core FFO Guidance Bridge1<br>1. The Company’s 2026 guidance is based on the above and additional assumptions that are subject to change many of which are outside of the Company’s control. There can be no<br>assurance that the Company’s actual results will not be materially different than these expectations. If actual results vary from these assumptions, the Company’s expectations may<br>change. Core FFO is a non-GAAP financial measure. The Company does not provide a reconciliation of such forward-looking non-GAAP measure to the most directly comparable<br>financial measure calculated and presented in accordance with GAAP because certain information required for such reconciliation is not available without unreasonable efforts due to the<br>difficulty of projecting event-driven transactional and other non-core operating items in any future period. The magnitude of these items, however, may be significant.
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Aligned for the Next Chapter<br>Substantial insider ownership is bolstered by recent open market purchases<br>1. Inclusive of 1% of shares owned by employees but not otherwise reported within public filings Chiron: Building For The Future 22<br>2. As of February 13, 2026<br>3. Upon satisfaction of tenure requirements<br>4. As adjusted for the Company’s 1:5 reverse stock split where applicable<br>✓ Meaningful Insider Ownership<br>10% of Chiron equity is controlled by Executive Officers, Directors,<br>and Employees1<br>✓ Recent Open Market Purchases<br>Over $2M of open market purchases have been publicly reported by<br>named executive officers since appointment of new CEO in June2<br>✓ Aligned Employee Compensation<br>100% of Chiron employees receive equity as a component of their<br>annual compensation3<br>`<br>Recent Chiron Insider Purchases<br>Period Shares Price4<br>Dec. 2025 10,000 $ 32.51<br>Nov. 2025 19,449 $ 33.08<br>Jun. 2025 32,000 $ 32.58<br>Total / Avg 61,449 $ 32.73
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Reconciliations & Legal
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Certain statements contained in this presentation may be considered "forward-looking statements" within<br>the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to be protected by<br>the safe harbor provisions thereof.<br>Forward-looking statements are generally identifiable by the use of words such as ‘anticipate,’ ‘believe,’<br>‘could,’ ‘estimate,’ ‘expect,’ ‘intend,’ ‘may,’ ‘plan,’ ‘project,’ ‘should,’ ‘will,’ or similar expressions.<br>These statements include, without limitation, statements regarding future financial performance, cash<br>flows, dividends, portfolio performance, capital allocation, acquisitions and dispositions, balance sheet<br>strategy, investment pipeline, and strategic initiatives.<br>Forward-looking statements are based on current expectations, estimates, and assumptions and are<br>subject to risks and uncertainties that could cause actual results to differ materially. These risks include<br>those described in the Company’s filings with the Securities and Exchange Commission.<br>Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as<br>of the date of this presentation. The Company undertakes no obligation to update or revise any forward-looking statements.<br>Forward-Looking Statements<br>24
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Management believes certain non-GAAP financial measures provide useful supplemental information<br>regarding the Company’s operating performance and financial condition. These measures are commonly<br>used by management, investors, and industry analysts to evaluate REIT performance and facilitate<br>period-over-period and peer comparisons.<br>Chiron’s non-GAAP financial measures included in this presentation are EBITDAre, Adjusted EBITDAre,<br>Net Operating Income (NOI) and Cash NOI.<br>Non-GAAP financial measures are not intended to be alternatives to net income, cash flows from<br>operating activities, or other measures prepared in accordance with GAAP. These measures may not be<br>comparable to similarly titled measures reported by other companies and should be evaluated in<br>conjunction with the Company’s consolidated financial statements.<br>Non-GAAP Financial Measures<br>25
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EBITDAre is calculated in accordance with standards established by NAREIT and is defined as net<br>income or loss computed in accordance with GAAP, plus depreciation and amortization, interest<br>expense, gains or losses on the sale of investment properties, property impairments, and adjustments<br>for unconsolidated joint ventures.<br>The Company defines Adjusted EBITDAre as EBITDAre plus loss on extinguishment of debt, non-cash<br>stock compensation expense, non-cash intangible amortization related to above and below market<br>leases, severance and transition related expense, expenses related to our reverse stock split,<br>transaction expense, adjustments related to our investments in unconsolidated joint ventures, and<br>other normalizing items.<br>Management considers EBITDAre and Adjusted EBITDAre important measures because they provide<br>additional information to allow management, investors, and our current and potential creditors to<br>evaluate and compare our core operating results and our ability to service debt.<br>NOI and Cash NOI<br>Net Operating Income (NOI) is a supplemental measure used to evaluate the operating performance<br>of the Company’s real estate portfolio. NOI is calculated as net income or loss, plus depreciation and<br>amortization, general and administrative expenses, transaction costs, impairments, gains or losses on<br>the sale of investment properties, interest expense, and other non-operating items.<br>Cash NOI excludes non-cash items such as straight-line rent and amortization of above- and below-market leases and is intended to measure unlevered, property-level cash operating performance.<br>EBITDAre and Adjusted EBITDAre<br>26
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Three Months Ended<br>December 31, 2025<br>Three Months Ended<br>June 30, 2025<br>Net (loss) income $(6,147) $585<br>Interest expense 8,403 8,009<br>Depreciation and amortization expense 14,916 15,291<br>Unconsolidated joint venture EBITDAre adjustments(1) 113 114<br>(Gain) loss on sale of investment properties 372 (207)<br>Impairment of investment property 6,733 —<br>EBITDAre $24,390 $23,792<br>Stock-based compensation expense 1,410 1,728<br>Amortization of (below) above market leases, net 143 (60)<br>Severance and transition related expense 273 567<br>Transaction expense — ―<br>Interest rate swap mark-to-market at unconsolidated joint venture (5) 19<br>Adjusted EBITDAre $26,211 $26,046<br>1) Includes joint venture interest, depreciation and amortization, and gain (loss) on sale of investment properties, if applicable, included in joint venture net income or loss<br>As of<br>December 31, 2025<br>As of<br>June 30, 2025<br>Total Gross Debt $664,328 $716,757<br>Less: Cash and cash equivalents (9,084) (6,580)<br>Net Debt $655,244 $710,177<br>Reconciliation of Net Income to EBITDAre and Adjusted EBITDAre<br>and Total Debt to Net Debt<br>(unaudited, and in thousands)<br>27
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Three Months Ended<br>December 31, 2025<br>Net (loss) income $ (6,147)<br>General and administrative 5,493<br>Depreciation and amortization 14,916<br>Interest expense 8,403<br>(Gain) loss on sale of investment properties 372<br>Impairment of investment property 6,733<br>Proportionate Share of Unconsol. JV Adj. 106<br>NOI $ 29,876<br>Amortization of above market leases, net 143<br>Straight-line deferred rental revenue (252)<br>Proportionate Share of Unconsol. JV Adj. (2)<br>Cash NOI $ 29,765<br>28<br>Reconciliation of Net Income to NOI and Cash NOI<br>(unaudited, and in thousands)
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NYSE: XRN<br>7373 Wisconsin Avenue<br>Suite 800<br>Bethesda, MD 20814
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