Chiron Real Estate Inc 8-K, filed Mar 13, 2026

Chiron Real Estate Inc. (XRN)

8-K 2026-03-13 For: 2026-03-11

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Added on April 11, 2026

About this 8-K

Chiron Real Estate Inc filed this 8-K on March 13, 2026, reporting on events of March 11, 2026.

Items reported

Item 1.01: Entered into a material agreement
Item 5.03: Charter or bylaw amendment, or fiscal year change
Item 8.01: Other events
Item 9.01: Financial statements and exhibits

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¨	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))

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

Exhibit No.	Description
1.1	Amended and Restated Sales Agreement, dated March 12, 2026, by and among the Company, the Operating Partnership and each sales agent, forward seller and forward purchaser (Common At-the-Market Offering Program)
1.2	Sales Agreement, dated March 12, 2026, by and among the Company, the Operating Partnership and each sales agent (Preferred At-the-Market Offering Program)
3.1	Articles Supplementary, classifying and designating 3,000,000 additional shares of Series B Preferred Stock
5.1	Opinion of Venable LLP (Common At-the-Market Offering Program)
5.2	Opinion of Venable LLP (Preferred At-the-Market Offering Program)
10.1	Sixth Amendment to Agreement of Limited Partnership of Chiron Real Estate LP, dated as of March 11, 2026
23.1	Consent of Venable LLP (included in Exhibit 5.1)
23.2	Consent of Venable LLP (included in Exhibit 5.2)
99.1	Form of Master Forward Confirmation
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

	Chiron Real Estate Inc.

	By:	/s/ Jamie A. Barber
		Jamie A. Barber
		Secretary and General Counsel

A.G.P./ALLIANCE GLOBAL PARTNERS 590 Madison Avenue New York, NY 10022		HUNTINGTON SECURITIES, INC. 41 South High Street Columbus, OH 43215

BMO CAPITAL MARKETS CORP. 151 W 42^nd St New York, NY 10036		J.P. MORGAN sECURITIES LLC 270 Park Avenue New York, New York 10017

B. RILEY SECURITIES, INC. 299 Park Avenue, 21^st Floor New York, NY 10171		RAYMOND JAMES & ASSOCIATES, INC. 880 Carillon Parkway, Tower 3 St. Petersburg, FL 33716

ROBERT W. BAIRD & CO. INCORPORATED 777 E. Wisconsin Avenue Milwaukee, WI 53202		SAMUEL A. RAMIREZ & COMPANY, INC 14 East 52^nd Street New York, NY 10022

BERENBERG CAPITAL MARKETS LLC 1251 Avenue of the Americas, 53^rd Floor New York, NY 10020		STIFEL, NICOLAUS & COMPANY, INCORPORATED 501 North Broadway, 10^th Floor Saint Louis, MO 63102

COLLIERS SECURITIES LLC 90 South 7^th Street, Suite 4300 Minneapolis, MN 55402		TRUIST SECURITIES, INC. 3333 Peachtree Road NE, 11^th Floor Atlanta, GA 30326

CITIZENS JMP SECURITIES, LLC 101 California Street, 17th Floor San Francisco, California 94111		WELLS FARGO SECURITIES, LLC 500 West 33^rd Street New York, NY 10001

BMO CAPITAL MARKETS CORP. 151 W 42nd St New York, NY 10036		HUNTINGTON SECURITIES, INC. 41 South High Street Columbus, OH 43215

B. RILEY SECURITIES, INC. 299 Park Avenue, 21^st Floor New York, NY 10171		RAYMOND JAMES & ASSOCIATES, INC. 880 Carillon Parkway, Tower 3 St. Petersburg, FL 33716

STIFEL, NICOLAUS & COMPANY, INCORPORATED 501 North Broadway, 10^th Floor Saint Louis, MO 63102		ROBERT W. BAIRD & CO. INCORPORATED 777 E. Wisconsin Avenue Milwaukee, WI 53202

TRUIST SECURITIES, INC. 3333 Peachtree Road NE, 11^th Floor Atlanta, GA 30326		CITIZENS JMP SECURITIES, LLC 1301 Avenue of the Americas, 2nd Floor New York, New York 10019

WELLS FARGO SECURITIES, LLC 500 West 33^rd Street New York, NY 10001		J.P. MORGAN sECURITIES LLC 270 Park Avenue New York, New York 10017

BANK OF MONTREAL 55 Bloor Street West, 18^th Floor Toronto, ON M4W 1A5		HUNTINGTON SECURITIES, INC. 41 South High Street Columbus, OH 43215

B. RILEY SECURITIES, INC. 299 Park Avenue, 21^st Floor New York, NY 10171		RAYMOND JAMES & ASSOCIATES, INC. 880 Carillon Parkway, Tower 3 St. Petersburg, FL 33716

STIFEL, NICOLAUS & COMPANY, INCORPORATED 501 North Broadway, 10^th Floor Saint Louis, MO 63102		ROBERT W. BAIRD & CO. INCORPORATED 777 E. Wisconsin Avenue Milwaukee, WI 53202

TRUIST BANK 3333 Peachtree Road NE, 11th Floor Atlanta, GA 30326		CITIZENS JMP SECURITIES, LLC 1301 Avenue of the Americas, 2nd Floor New York, New York 10019

WELLS FARGO BANK, NATIONAL ASSOCIATION 500 West 33^rd Street New York, NY 10001		JPMORGAN CHASE BANK, NATIONAL ASSOCIATION 270 Park Avenue New York, New York 10017

	Very truly yours,

	CHIRON REAL ESTATE INC.

	By:	/s/ Robert Kiernan
	Name:	Robert Kiernan
	Title:	Chief Financial Officer

	CHIRON REAL ESTATE LP

	By:	Chiron Real Estate GP LLC
	Its:	General Partner

	By:	Chiron Real Estate Inc.
	Its:	Sole Member

	By:	/s/ Robert Kiernan
	Name:	Robert Kiernan
	Title:	Chief Financial Officer

	A.G.P./ALLIANCE GLOBAL PARTNERS,
	as Agent

	By:	/s/ Thomas J. Higgins
	Name:	Thomas J. Higgins
	Title:	Managing Director

	BMO Capital Markets Corp.,
	as Agent

	By:	/s/ Eric Benedict
	Name:	Eric Benedict
	Title:	Co-Head, Global Equity Capital Markets

	B. Riley Securities, Inc.,
	as Agent

	By:	/s/ Eric Dobi
	Name:	Eric Dobi
	Title:	Senior Managing Director

	Robert W. Baird & Co. Incorporated,
	as Agent

	By:	/s/ Christopher Walter
	Name:	Christopher Walter
	Title:	Managing Director

	Berenberg Capital Markets LLC,
	as Agent

	By:	/s/ Zachary Brantly
	Name:	Zachary Brantly
	Title:	Head of U.S. Investment Banking

	By:	/s/ Lars Schwartau
	Name:	Lars Schwartau
	Title:	Managing Director

	Colliers Securities LLC,
	as Agent

	By:	/s/ David Edwards
	Name:	David Edwards
	Title:	Managing Director

	Citizens JMP Securities, LLC,
	as Agent

	By:	/s/ Brady Stern
	Name:	Brady Stern
	Title:	Managing Director

	HUNTINGTON SECURITIES, INC.,
	as Agent

	By:	/s/ Peter Dippolito
	Name:	Peter Dippolito
	Title:	Head of Equity Capital Markets

	J.P. Morgan Securities LLC,
	as Agent

	By:	/s/ Preston Ryman
	Name:	Preston Ryman
	Title:	Vice President

	RAYMOND JAMES & ASSOCIATES, Inc.,
	as Agent

	By:	/s/ Brad Butcher
	Name:	Brad Butcher
	Title:	Head of Real Estate Investment Banking

	SAMUEL A. RAMIREZ & COMPANY, INC.,
	as Agent

	By:	/s/ Richard Viton
	Name:	Richard Viton
	Title:	Managing Director

	Stifel, Nicolaus & Company, Incorporated,
	as Agent

	By:	/s/ Chad M. Gorsuch
	Name:	Chad M. Gorsuch
	Title:	Managing Director

	Truist Securities, Inc.,
	as Agent

	By:	/s/ Keith Carpenter
	Name:	Keith Carpenter
	Title:	Managing Director

	Wells Fargo Securities, LLC,
	as Agent

	By:	/s/ Rohit Mehta
	Name:	Rohit Mehta
	Title:	Managing Director

	bank of montreal, As Forward Purchaser

	By:	/s/ Brian Riley
	Name:	Brian Riley
	Title:	Managing Director, Global Equity Capital Markets

	B. Riley Securities, Inc., As Forward Purchaser

	By:	/s/ Eric Dobi
	Name:	Eric Dobi
	Title:	Senior Managing Director

	Robert W. Baird & Co. Incorporated, As Forward Purchaser

	By:	/s/ Christopher Walter
	Name:	Christopher Walter
	Title:	Managing Director

	Citizens JMP Securities, LLC, As Forward Purchaser

	By:	/s/ Brady Stern
	Name:	Brady Stern
	Title:	Managing Director

	HUNTINGTON SECURITIES, INC.,
	As Forward Purchaser

	By:	/s/ Peter Dippolito
	Name:	Peter Dippolito
	Title:	Head of Equity Capital Markets

	jpmorgan chase bank, national association, As Forward Purchaser

	By:	/s/ Sanjeet Dewal
	Name:	Sanjeet Dewal
	Title:	Managing Director

	RAYMOND JAMES & ASSOCIATES, Inc.,
	As Forward Purchaser

	By:	/s/ Brad Butcher
	Name:	Brad Butcher
	Title:	Head of Real Estate Investment Banking

	Stifel, Nicolaus & Company, Incorporated, As Forward Purchaser

	By:	/s/ Chad M. Gorsuch
	Name:	Chad M. Gorsuch
	Title:	Managing Director

	Truist Bank, As Forward Purchaser

	By:	/s/ Rakesh Mangat
	Name:	Rakesh Mangat
	Title:	Managing Director

	Wells fargo bank, national association, As Forward Purchaser

	By:	/s/ Kevin Brillhart
	Name:	Kevin Brillhart
	Title:	Managing Director

	bmo capital markets corp., As Forward Seller

	By:	/s / Eric Benedict
	Name:	Eric Benedict
	Title:	Co-Head, Global Equity Capital Markets

	B. Riley Securities, Inc., As Forward Seller

	By:	/s/ Eric Dobi
	Name:	Eric Dobi
	Title:	Senior Managing Director

	Robert W. Baird & Co. Incorporated, As Forward Seller

	By:	/s/ Christopher Walter
	Name:	Christopher Walter
	Title:	Managing Director

	Citizens JMP Securities, LLC, As Forward Seller

	By:	/s/ Brady Stern
	Name:	Brady Stern
	Title:	Managing Director

	HUNTINGTON SECURITIES, INC., As Forward Seller

	By:	/s/ Peter Dippolito
	Name:	Peter Dippolito
	Title:	Head of Equity Capital Markets

	j.p. morgan securities llc, As Forward Seller

	By:	/s/ Preston Ryman
	Name:	Preston Ryman
	Title:	Vice President

	RAYMOND JAMES & ASSOCIATES, Inc.,
	As Forward Seller

	By:	/s/ Brad Butcher
	Name:	Brad Butcher
	Title:	Head of Real Estate Investment Banking

	Stifel, Nicolaus & Company, Incorporated, As Forward Seller

	By:	/s/ Chad M. Gorsuch
	Name:	Chad M. Gorsuch
	Title:	Managing Director

	Truist Securities, Inc., As Forward Seller

	By:	/s/ Keith Carpenter
	Name:	Keith Carpenter
	Title:	Managing Director

	wells fargo securities, llc, As Forward Seller

	By:	/s/ Rohit Mehta
	Name:	Rohit Mehta
	Title:	Managing Director

Number of Days in Forward Hedge Selling Period:	[●]
First Date of Forward Hedge Selling Period:	[●]
Maximum Number of Shares to be Sold:	[●]
Forward Hedge Amount:	$[●]
Minimum Price (Adjustable by Company during the Forward Hedge Selling Period, and in no event less than $0.001 per share):	$[●] per share
Forward Hedge Selling Commission Rate:	[●]%
Number of Shares that would result in an Excess Charter Ownership Position (as defined in the Master Forward Confirmation) as of the date hereof less one Share	[●]

Spread:	[●] basis points
Initial Stock Loan Rate:	[●] basis points
Maximum Stock Loan Rate:	[●] basis points
Regular Dividend Amounts Per Calendar Quarter:	$[●]
Maturity Date:	[●]

Forward Price Reduction Date	Forward Price Reduction Amounts
[●]	$	[●]
[●]	$	[●]
[●]	$	[●]
[●]	$	[●]

Accepted and agreed as of
the date first above written:

[●]
By:
Name:
Title:

	A.G.P./ALLIANCE GLOBAL PARTNERS

	By:	/s/ Thomas J. Higgins
	Name:	Thomas J. Higgins
	Title:	Managing Director

	BMO Capital Markets Corp.

	By:	/s/ Eric Benedict
	Name:	Eric Benedict
	Title:	Co-Head, Global Equity Capital Markets

	B. Riley Securities, Inc.

	By:	/s/ Eric Dobi
	Name:	Eric Dobi
	Title:	Senior Managing Director

	Robert W. Baird & Co. Incorporated

	By:	/s/ Christopher Walter
	Name:	Christopher Walter
	Title:	Managing Director

	Berenberg Capital Markets LLC

	By:	/s/ Zachary Brantly
	Name:	Zachary Brantly
	Title:	Head of the U.S. Investment Banking

	By:	/s/ Lars Schwartau
	Name:	Lars Schwartau
	Title:	Managing Director

	Colliers Securities LLC

	By:	/s/ David Edwards
	Name:	David Edwards
	Title:	Managing Director

	HUNTINGTON SECURITIES, INC.

	By:	/s/ Peter Dippolito
	Name:	Peter Dippolito
	Title:	Head of Equity Capital Markets

	LADENBURG THALMANN & CO INC.

	By:	/s/ Dan Blood
	Name:	Dan Blood
	Title:	Co-Head of Investment Banking, Head of FIG

	RAYMOND JAMES & ASSOCIATES, Inc.

	By:	/s/ Brad Butcher
	Name:	Brad Butcher
	Title:	Head of Real Estate Investment Banking

	Stifel, Nicolaus & Company, Incorporated

	By:	/s/ Chad M. Gorsuch
	Name:	Chad M. Gorsuch
	Title:	Managing Director

	CHIRON REAL ESTATE INC.

	By:	/s/ Mark Decker, Jr.
	Name:	Mark Decker, Jr.
	Title:	Chief Executive Officer and President

WITNESS:

By:	/s/ Jamie Barber
Name:	Jamie Barber
Title:	General Counsel and Secretary

By:	/s/ Mark O. Decker, Jr.
Name:	Mark O. Decker, Jr.
Title:	Chief Executive Officer and President

To:	Chiron Real Estate Inc. (“Counterparty”)
From:	[          ] (“Dealer”) [          ]
Re:	Master Confirmation for Issuer Share Forward Sale Transactions
Date:	March 12, 2026

Trade Date:	For each Transaction, as specified in the Supplemental Confirmation for such Transaction, to be the last Trading Day (as defined in the Sales Agreement) of the Forward Hedge Selling Period (as defined in the Sales Agreement) for such Transaction.

Effective Date:	For each Transaction, as specified in the Supplemental Confirmation for such Transaction, to be the date that is one Settlement Cycle following the Trade Date for such Transaction, or such later date on which the conditions set forth in Section 3 of this Master Confirmation shall have been satisfied or waived by Dealer.

Buyer:	Dealer

Seller:	Counterparty

Maturity Date:	For each Transaction, as specified in the Supplemental Confirmation for such Transaction, to be the date set forth in the effective Forward Placement Notice as amended by any corresponding Forward Acceptance (each such term as defined in the Sales Agreement) for such Transaction (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day).

Shares:	The shares of common stock (“Shares”), par value $0.001 per Share, of Counterparty (Ticker: XRN”)

Number of Shares:	For each Transaction, initially, as specified in the Supplemental Confirmation for such Transaction, to be the number of Shares equal to the Actual Sold Forward Amount (as defined in the Sales Agreement) for the Forward Hedge Selling Period (as defined in the Sales Agreement) for such Transaction; provided that the Number of Shares is subject to reduction as provided in Section 3 below.

	On each Relevant Settlement Date, the Number of Shares shall be reduced by the number of Settlement Shares settled on such date.

Settlement Currency:	USD

Exchange:	The New York Stock Exchange

Related Exchange:	All Exchanges

Prepayment:	Not Applicable

Variable Obligation:	Not Applicable

Initial Forward Price:	For each Transaction, as specified in the Supplemental Confirmation for such Transaction, to be the product of (i) an amount equal to 1 minus the Forward Hedge Selling Commission Rate (as defined in the Sales Agreement and specified in the Supplemental Confirmation for such Transaction) applicable to such Transaction; and (ii) the Volume-Weighted Hedge Price for such Transaction (such product adjusted as the Calculation Agent determines appropriate to (x) reflect on each day during the Forward Hedge Selling Period (as defined in the Sales Agreement) and through the Effective Date the sum of 1 and the Daily Rate for such day multiplied by the then-Initial Forward Price as of such day and (y) reduce the then-Initial Forward Price by the relevant Forward Price Reduction Amount on each Forward Price Reduction Date, if any, occurring on or before the Trade Date).

Forward Price:	For each Transaction, on the Effective Date of such Transaction, the Initial Forward Price for such Transaction, and on any day thereafter, the product of the Forward Price for such Transaction on the immediately preceding calendar day and

	1 + the Daily Rate * (1/365);

	provided that the Forward Price for such Transaction on each Forward Price Reduction Date for such Transaction shall be the Forward Price for such Transaction otherwise in effect on such date minus the Forward Price Reduction Amount for such Forward Price Reduction Date.

Volume-Weighted Hedge Price:	For each Transaction, as specified in the Supplemental Confirmation for such Transaction, to be the volume-weighted average of the Forward Sales Prices (as defined in the Sales Agreement) per share of Forward Hedge Shares (as defined in the Sales Agreement) sold pursuant to the Sales Agreement on each Trading Day (as defined in the Sales Agreement) of the Forward Hedge Selling Period (as defined in the Sales Agreement) for such Transaction.

Daily Rate:	For any day, the Overnight Bank Funding Rate (or if the Overnight Bank Rate is no longer available, a substantially similar successor rate selected by the Calculation Agent in its commercially reasonable discretion and based upon market convention, which successor rate shall reflect any generally accepted adjustments in the market with respect to converting the Overnight Bank Rate to such successor rate) minus the Spread.

Spread:	For each Transaction, as specified in the Supplemental Confirmation for such Transaction.

Overnight Bank Funding Rate:	For any day, the rate set forth opposite the caption “Overnight Bank Funding Rate” for such day on the page “OBFR01 <Index> <GO>“ on the BLOOMBERG Professional Service, or any successor rate or successor page, in each case, as determined by the Calculation Agent; provided that if no such rate appears for such day on such page, the Overnight Bank Funding Rate for such day shall be such rate for the immediately preceding day for which such a rate appears.

Forward Price Reduction Dates:	For each Transaction, as specified in Schedule I to the Supplemental Confirmation for such Transaction, to be each date set forth under the heading “Forward Price Reduction Dates” in the effective Forward Placement Notice (as defined in the Sales Agreement) for such Transaction.

Forward Price Reduction Amount:	For each Forward Price Reduction Date of a Transaction, as specified in Schedule I to the Supplemental Confirmation for such Transaction, to be the Forward Price Reduction Amount set forth opposite such date in the effective Forward Placement Notice (as defined in the Sales Agreement) for such Transaction.

Valuation:

Valuation Date:	For any Settlement (as defined below) with respect to any Transaction, if Physical Settlement is applicable, as designated in the relevant Settlement Notice (as defined below); or if Cash Settlement or Net Share Settlement is applicable, the last Unwind Date for such Settlement. Section 6.6 of the Equity Definitions shall not apply to any Valuation Date. For the avoidance of doubt, the last Unwind Date shall be determined by Dealer in a good faith and commercially reasonable manner based on the completion of the unwinding of its commercially reasonable hedge position. Dealer shall notify Counterparty in writing that such last Unwind Date has so occurred before the next following Scheduled Trading Day.

Unwind Dates:	For any Cash Settlement or Net Share Settlement with respect to any Settlement of any Transaction, each day on which Dealer (or its agent or affiliate) purchases Shares in the market in connection with unwinding its commercially reasonable hedge position in connection with such Settlement, starting on the First Unwind Date for such Settlement.

First Unwind Date:	For any Cash Settlement or Net Share Settlement with respect to any Settlement of any Transaction, as designated in the relevant Settlement Notice.

Unwind Period:	For any Cash Settlement or Net Share Settlement with respect to any Settlement of any Transaction, the period starting on the First Unwind Date for such Settlement and ending on the Valuation Date for such Settlement, subject to “Early Valuation” below. If any Exchange Business Day during an Unwind Period for each Transaction is a Disrupted Day, the Calculation Agent may make commercially reasonable adjustments to the terms of such Transaction (including, without limitation, the Cash Settlement Amount, the number of Net Share Settlement Shares and the Settlement Price) to account for the occurrence of such Disrupted Day.

Market Disruption Event:	The definition of “Market Disruption Event” in Section 6.3(a) of the Equity Definitions is hereby amended by deleting the words “at any time during the one-hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be” and inserting the words “at any time on any Exchange Business Day during the Unwind Period” after the word “material,” in the third line thereof.

	Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.

Settlement Terms:

Settlement:	With respect to any Transaction, any Physical Settlement, Cash Settlement or Net Share Settlement of all or any portion of such Transaction.

Settlement Notice:	For any Transaction, subject to “Early Valuation” below, Counterparty may elect to effect a Settlement of all or any portion of such Transaction by designating one or more Scheduled Trading Days following the Effective Date for such Transaction and on or prior to the Maturity Date for such Transaction to be Valuation Dates (or, with respect to Cash Settlements or Net Share Settlements, First Unwind Dates, each of which First Unwind Dates shall occur no later than the 60^th Scheduled Trading Day immediately preceding the Maturity Date for such Transaction) in a written notice to Dealer (a “Settlement Notice”) delivered no later than the applicable Settlement Method Election Date for such Transaction, which notice shall also specify (i) the number of Shares (the “Settlement Shares”) for such Settlement (not to exceed the number of Undesignated Shares as of the date of such Settlement Notice) and (ii) the Settlement Method applicable to such Settlement; provided that (A) Counterparty may not designate a First Unwind Date for a Cash Settlement or a Net Share Settlement of any Transaction if, as of the date of such Settlement Notice, any Shares have been designated as Settlement Shares for a Cash Settlement or a Net Share Settlement of such Transaction for which the related Relevant Settlement Date has not occurred; and (B) if the number of Undesignated Shares as of the Maturity Date for such Transaction is not zero, then the Maturity Date for such Transaction shall be a Valuation Date for a Physical Settlement of such Transaction and the number of Settlement Shares for such Settlement shall be the number of Undesignated Shares for such Transaction as of the Maturity Date for such Transaction (provided that if such Maturity Date occurs during the period from the time any Settlement Notice is given for a Cash Settlement or Net Share Settlement of such Transaction until the related Relevant Settlement Date, inclusive, then the provisions set forth below opposite “Early Valuation” shall apply to such Transaction as if the Maturity Date for such Transaction were the Early Valuation Date for such Transaction).

Undesignated Shares:	For any Transaction, as of any date, the Number of Shares for such Transaction minus the number of Shares designated as Settlement Shares for Settlements of such Transaction for which the related Relevant Settlement Date has not occurred.

Settlement Method Election:	For any Transaction, applicable; provided that:

	(i) Net Share Settlement shall be deemed to be included as an additional settlement method under Section 7.1 of the Equity Definitions;

	(ii) Counterparty may elect Cash Settlement or Net Share Settlement for any Settlement of any Transaction only if Counterparty represents and warrants to Dealer in the Settlement Notice containing such election that, as of the date of such Settlement Notice, (A) Counterparty is not aware of any material nonpublic information concerning itself or the Shares, (B) Counterparty is electing the settlement method and designating the First Unwind Date specified in such Settlement Notice in good faith and not as part of a plan or scheme to evade compliance with Rule 10b-5 under the Exchange Act (“Rule 10b-5”) or any other provision of the federal securities laws, (C) Counterparty is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)), (D) Counterparty would be able to purchase a number of Shares equal to the greater of (x) the number of Settlement Shares designated in such Settlement Notice and (y) a number of Shares with a value as of the date of such Settlement Notice equal to the product of (I) such number of Settlement Shares and (II) the applicable Relevant Forward Price for such Cash Settlement or Net Share Settlement in compliance with the laws of Counterparty’s jurisdiction of organization and (E) such election, and settlement in accordance therewith, does not and will not violate or conflict with any law, regulation or supervisory guidance applicable to Counterparty, or any order or judgment of any court or other agency of government applicable to it or any of its assets, and any governmental consents that are required to have been obtained by Counterparty with respect to such election or settlement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

	(iii) Notwithstanding any election to the contrary in any Settlement Notice, Physical Settlement shall be applicable for any Settlement of any Transaction:

	(A)	to all of the Settlement Shares designated in such Settlement Notice if, at any time from the date such Settlement Notice is received by Dealer until the related First Unwind Date, inclusive, (I) the trading price per Share on the Exchange (as determined by Dealer in a commercially reasonable manner) is below the Threshold Price or (II) Dealer determines, in its good faith and commercially reasonable judgment, that it would, after using commercially reasonable efforts, be unable to purchase a number of Shares in the market sufficient to unwind a commercially reasonable hedge position in respect of the portion of such Transaction represented by such Settlement Shares and satisfy its delivery obligation hereunder, if any, by the Maturity Date (taking into account any additional share forward or other equity derivative transaction Counterparty has entered into) (x) in a manner that (A) would, if Dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with the safe harbor provided by Rule 10b-18(b) under the Exchange Act and (B) based on advice of counsel, would not raise material risks under applicable securities laws or (y) due to the lack of sufficient liquidity in the Shares (each, a “Trading Condition”); or

	(B)	to all or a portion of the Settlement Shares designated in such Settlement Notice if, on any day during the relevant Unwind Period, (I) the trading price per Share on the Exchange (as determined by Dealer in a commercially reasonable manner) is below the Threshold Price or (II) Dealer determines, in its good faith and commercially reasonable judgment or based on advice of counsel, as applicable, that a Trading Condition has occurred with respect to such Transaction, in which case the provisions set forth below in the fourth paragraph opposite “Early Valuation” shall apply as if such day were the Early Valuation Date and (x) for purposes of clause (i) of such paragraph, such day shall be the last Unwind Date of such Unwind Period and the “Unwound Shares” shall be calculated to, and including, such day and (y) for purposes of clause (ii) of such paragraph, the “Remaining Shares” shall be equal to the number of Settlement Shares designated in such Settlement Notice minus the Unwound Shares determined in accordance with clause (x) of this sentence.

Threshold Price:	For each Transaction, as specified in the Supplemental Confirmation for such Transaction, to be 50% of the Initial Forward Price for such Transaction.

Electing Party:	Counterparty

Settlement Method Election Date:	With respect to any Settlement of any Transaction, the 5th Scheduled Trading Day immediately preceding (x) the Valuation Date for such Transaction, in the case of Physical Settlement, or (y) the First Unwind Date for such Transaction, in the case of Cash Settlement or Net Share Settlement.

Default Settlement Method:	Physical Settlement

Physical Settlement:	Notwithstanding Section 9.2(a)(i) of the Equity Definitions, on the Settlement Date for any Physical Settlement of any Transaction, Dealer shall pay to Counterparty an amount (“Physical Settlement Amount”) equal to the Forward Price for such Transaction on the relevant Valuation Date multiplied by the number of Settlement Shares for such Settlement, and Counterparty shall deliver to Dealer such Settlement Shares. If, on any Settlement Date, the Shares to be delivered by Counterparty to Dealer hereunder are not so delivered (the “Deferred Shares”), and a Forward Price Reduction Date occurs during the period from, and including, such Settlement Date to, but excluding, the date such Shares are actually delivered to Dealer, then the portion of the Physical Settlement Amount payable by Dealer to Counterparty in respect of the Deferred Shares shall be reduced by an amount equal to the Forward Price Reduction Amount for such Forward Price Reduction Date, multiplied by the number of Deferred Shares.

Settlement Date:	For any Settlement of any Transaction to which Physical Settlement is applicable, the Valuation Date for such Settlement.

Net Share Settlement:	On the Net Share Settlement Date for any Settlement of any Transaction to which Net Share Settlement is applicable, if the Net Share Settlement Amount for such Settlement is greater than zero, Counterparty shall deliver a number of Shares equal to such Net Share Settlement Amount (rounded down to the nearest integer) to Dealer, and if such Net Share Settlement Amount is less than zero, Dealer shall deliver a number of Shares equal to the absolute value of such Net Share Settlement Amount (rounded down to the nearest integer) to Counterparty, in either case, in accordance with Section 9.4 of the Equity Definitions, with such Net Share Settlement Date deemed to be a “Settlement Date” for purposes of such Section 9.4, and, in either case, plus cash in lieu of any fractional Shares included in such Net Share Settlement Amount but not delivered due to rounding required hereby, valued at the Settlement Price. If, on any Net Share Settlement Date for each Transaction, the Shares to be delivered by Counterparty or Dealer hereunder upon Net Share Settlement are not so delivered (the “Net Share Deferred Shares”), and a Forward Price Reduction Date with respect to such Transaction occurs during the period from, and including, such Net Share Settlement Date to, but excluding, the date such Shares are actually delivered to such party, then the portion of the Net Share Settlement Shares for such Transaction deliverable by Dealer or Counterparty in respect of the Net Share Deferred Shares shall be adjusted by the Calculation Agent to reflect the occurrence of such Forward Price Reduction Amount for such Forward Price Reduction Date.

Net Share Settlement Date:	For any Settlement of any Transaction to which Net Share Settlement is applicable, the date that follows the Valuation Date for such Settlement by one Settlement Cycle.

Net Share Settlement Amount:	For any Settlement of any Transaction to which Net Share Settlement is applicable, an amount equal to the Forward Cash Settlement Amount for such Settlement divided by the Settlement Price.

Forward Cash Settlement Amount:	Notwithstanding Section 8.5(c) of the Equity Definitions, the Forward Cash Settlement Amount for any Cash Settlement or Net Share Settlement of any Transaction shall be equal to (i) the number of Settlement Shares for such Settlement multiplied by (ii) an amount equal to (A) the Settlement Price for such Settlement minus (B) the Relevant Forward Price for such Settlement.

Relevant Forward Price:	For any Cash Settlement or Net Share Settlement of any Transaction, the weighted average of the Forward Prices for such Transaction on each Unwind Date relating to such Settlement (weighted based on the number of Shares purchased by Dealer or its agent or affiliate on each such Unwind Date in connection with unwinding Dealer’s commercially reasonable hedge position in connection with such Settlement, as determined by the Calculation Agent).

Settlement Price:	For any Cash Settlement or Net Share Settlement of any Transaction, the weighted average price of the purchases of Shares made by Dealer (or its agent or affiliate) during the Unwind Period in connection with unwinding its commercially reasonable hedge position relating to such Settlement (weighted based on the number of Shares purchased by Dealer or its agent or affiliate on each Unwind Date in connection with unwinding its commercially reasonable hedge position in connection with such Settlement, as determined by the Calculation Agent), plus commercially reasonable commissions not to exceed USD 0.02 per Share.

Unwind Activities:	The times and prices at which Dealer (or its agent or affiliate) purchases any Shares during any Unwind Period in connection with unwinding its commercially reasonable hedge position in respect of each Transaction shall be determined by Dealer in good faith and in a commercially reasonable manner. Without limiting the generality of the foregoing, in the event that Dealer concludes, in its reasonable discretion based on advice of counsel, that it is appropriate with respect to any legal, regulatory or self-regulatory requirements or related policies and procedures generally applicable in similar situations and applied in a non-discriminatory manner (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Dealer), for it to refrain from purchasing Shares in connection with unwinding its commercially reasonable hedge position in respect of such Transaction on any Scheduled Trading Day (a “Regulatory Disruption”) that would have been an Unwind Date but for the occurrence of a Regulatory Disruption, Dealer may (but shall not be required to) notify Counterparty in writing that a Regulatory Disruption has occurred on such Scheduled Trading Day with respect to such Transaction, in which case Dealer shall, to the extent practicable in its good faith discretion, specify the nature of such Regulatory Disruption, and, for the avoidance of doubt, such Scheduled Trading Day shall not be an Unwind Date for such Transaction and such Regulatory Disruption shall be deemed to be a Market Disruption Event; provided that Dealer may exercise its right to suspend under this sentence only in good faith in relation to events or circumstances that are not the result of actions of it or any of its Affiliates that are taken with the intent to avoid its obligations under the Transactions.

Relevant Settlement Date:	For any Settlement of any Transaction, the Settlement Date, Cash Settlement Payment Date or Net Share Settlement Date for such Settlement, as the case may be.

Other Applicable Provisions:	To the extent Dealer is obligated to deliver Shares under any Transaction, the provisions of Sections 9.2 (last sentence only), 9.8, 9.9, 9.10, 9.11 and 9.12 of the Equity Definitions will be applicable as if “Physical Settlement” applied to such Transaction; provided that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws that exist as a result of the fact that Counterparty is the issuer of the Shares.

Share Adjustments:

Potential Adjustment Events:	An Extraordinary Dividend shall not constitute a Potential Adjustment Event. For the avoidance of doubt, a cash dividend on the Shares that differs from expected dividends as of the Trade Date of any Transaction shall not be a Potential Adjustment Event under Section 11.2(e)(vii) of the Equity Definitions with respect to such Transaction.

	Notwithstanding Section 11.2(e)(v) of the Equity Definitions, the following repurchases of Shares (if applicable) shall not be considered to be a Potential Adjustment Event:

	(i) Shares withheld from employees of Counterparty or its Affiliates to pay certain withholding taxes upon the vesting of Share awards granted to such employees under compensation or benefit plans of Counterparty;

	(ii) Shares purchased in connection with the reinvestment of dividends by recipients of Share awards under Counterparty’s compensation or benefit plans;

	(iii) Shares purchased in connection with the operation of Counterparty’s 401(k) plans or dividend reinvestment and direct stock purchase plans; and

	(iv) Shares purchased by Counterparty to offset any shareholder dilution arising from the exercise of options to purchase Shares under compensation or benefit plans.

Extraordinary Dividend:	For any Transaction, any dividend or distribution on the Shares with an ex-dividend date occurring on any day following the Trade Date of such Transaction (other than (i) any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) of the Equity Definitions or (ii) a regular, quarterly cash dividend in an amount equal to or less than the Regular Dividend Amount for such calendar quarter for such Transaction that has an ex-dividend date no earlier than the Forward Price Reduction Date occurring in the relevant quarter for such Transaction).

Regular Dividend Amount:	For each Transaction and for each calendar quarter, the amount set forth under the heading “Regular Dividend Amounts per Calendar Quarter” in the Forward Placement Notice (as defined in the Sales Agreement) as amended by any corresponding Forward Acceptance (each such term as defined in the Sales Agreement) for such Transaction and for such calendar quarter (or, if no such amount is specified, an amount determined by Dealer in good faith), as specified in Schedule I to the Supplemental Confirmation for such Transaction.

Method of Adjustment:	Calculation Agent Adjustment

Extraordinary Events:

Extraordinary Events:	The consequences that would otherwise apply under Article 12 of the Equity Definitions to any applicable Extraordinary Event (excluding any Failure to Deliver, Increased Cost of Hedging, Increased Cost of Stock Borrow or any Extraordinary Event that also constitutes a Bankruptcy Termination Event, but including, for the avoidance of doubt, any other applicable Additional Disruption Event) shall not apply.

Tender Offer:	Applicable; provided that Section 12.1(d) of the Equity Definitions shall be amended by replacing the reference therein to “10%” with a reference to “20%”.

Delisting:	In addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The Nasdaq Global Select Market or The Nasdaq Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.

Additional Disruption Events:

Change in Law:	With respect to any Transaction, applicable; provided that (A) any determination as to whether (i) the adoption of or any change in any applicable law or regulation (including, without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (ii) the promulgation of or any change in or public announcement of the formal or informal interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date of such Transaction, (B) Section 12.9(a)(ii) of the Equity Definitions is hereby amended (i) by replacing the parenthetical beginning after the word “regulation” in the second line thereof with the phrase “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)” and (ii) by replacing the words “the interpretation” with the words “or public announcement of any formal or informal interpretation” in the third line thereof and (C) the words “, unless the illegality is due to an act or omission of the party seeking to elect termination of the Transaction with the intent to avoid its obligations under the terms of the Transaction” are added immediately following the word “Transaction” in the fifth line thereof; and provided further that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the phrase “and/or Hedge Position” after the word “Shares” in clause (X) thereof and (iii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”.

Failure to Deliver:	Applicable with respect to a Transaction if Dealer is required to deliver Shares under such Transaction; otherwise, Not Applicable.

Hedging Disruption:	Applicable

Increased Cost of Hedging:	Applicable; provided that Section 12.9(b)(vi) of the Equity Definitions shall be amended by (i) adding “or” before clause (B) of the second sentence thereof; (ii) deleting clause (C) of the second sentence thereof; (iii) deleting the third and fourth sentences thereof; and (iv) inserting the following language at the end of such Section: “provided, however, that any such increased tax, duty, expense or fee that occurs solely due to the deterioration of the creditworthiness of the Hedging Party relative to comparable financial institutions shall not be an Increased Cost of Hedging.”

Increased Cost of Stock Borrow:	Applicable; provided that Section 12.9(b)(v) of the Equity Definitions shall be amended by (i) adding the word “or” immediately before subsection “(B)” and deleting the comma at the end of subsection (A); (ii) deleting clause (C) of the second sentence thereof and (iii) deleting the third, fourth and fifth sentences thereof. For the avoidance of doubt, upon the announcement of any event that, if consummated, would result in a Merger Event or Tender Offer, the term “rate to borrow Shares” as used in Section 12.9(a)(viii) of the Equity Definitions shall include any commercially reasonable cost borne or amount payable by the Hedging Party in respect of maintaining or reestablishing its hedge position, including, but not limited to, any assessment or other amount payable by the Hedging Party to a lender of Shares in respect of any merger or tender offer premium, as applicable.

Initial Stock Loan Rate:	For each Transaction, as specified in the Supplemental Confirmation for such Transaction.

Loss of Stock Borrow:	Applicable; provided that Section 12.9(b)(iv) of the Equity Definitions shall be amended by (i) deleting clause (A) of the first sentence thereof in its entirety and (ii) deleting the words “neither the Non-Hedging Party nor the Lending Party lends Shares in the amount of the Hedging Shares or” in the second sentence thereof.

Maximum Stock Loan Rate:	For each Transaction, as specified in the Supplemental Confirmation for such Transaction.

Hedging Party:	For all applicable Additional Disruption Events, Dealer

Determining Party:	For all applicable Extraordinary Events, Dealer

Early Valuation:

Early Valuation:	For any Transaction, notwithstanding anything to the contrary herein, in the Agreement, in any Supplemental Confirmation or in the Equity Definitions, at any time (x) concurrently with or following the occurrence of a Hedging Event or ISDA Event with respect to such Transaction or the declaration by Issuer of an Extraordinary Dividend or (y) if an Excess Ownership Position, an Excess Charter Ownership Position or an Excess Regulatory Ownership Position exists, Dealer (or, in the case of an ISDA Event that is an Event of Default or Termination Event, the party entitled to designate an Early Termination Date in respect of such event pursuant to Section 6 of the Agreement) shall have the right to designate any Scheduled Trading Day to be the “Early Valuation Date” for such Transaction, in which case the provisions set forth in this “Early Valuation” section shall apply to such Transaction, in the case of an Event of Default or Termination Event, in lieu of Section 6 of the Agreement. For the avoidance of doubt, any amount calculated pursuant to this “Early Valuation” section (in respect of which Counterparty satisfies its payment and/or delivery obligations under this “Early Valuation” section) as a result of an Extraordinary Dividend shall not be adjusted by the value associated with such Extraordinary Dividend.

	Dealer represents and warrants to and agrees with Counterparty, assuming the accuracy and completeness of the representations and warranties of Counterparty hereunder and under the Sales Agreement and the compliance with, and satisfaction of, the covenants and undertakings of Counterparty hereunder and under the Sales Agreement, that (i) based upon advice of counsel, Dealer does not have actual knowledge of the existence as of the date hereof of an Excess Ownership Position, an Excess Charter Ownership Position or an Excess Regulatory Ownership Position; and (ii) assuming no event or circumstance by or within the control of Counterparty or its affiliates occurs in connection with which the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and the rules promulgated thereunder) of Shares by Dealer Group (as defined below) and/or the “ownership” (howsoever defined under any Applicable Law) of Shares by Dealer Group or another Dealer Person (as defined below) would increase, Dealer will not knowingly cause the occurrence of an Excess Ownership Position or an Excess Regulatory Ownership Position on any day during the term of the applicable Transaction for the purpose, in whole or in part, of causing the occurrence of an Early Valuation Date.