Chiron Real Estate Inc 8-K/A, filed Aug 17, 2026
Chiron Real Estate Inc. (XRN)
About this 8-K/A
Chiron Real Estate Inc filed this 8-K/A on August 17, 2026, reporting on events of June 1, 2026.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): August 17, 2026 (
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Item 2.01 Completion of Acquisition or Disposition of Assets.
On June 2, 2026, Chiron Real Estate Inc. (the “Company”) filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Initial 8-K”) to disclose that the Company had, on June 1, 2026, completed its acquisitions of (i) The Landing Alexandria (the “Landing”), a senior housing community located in Alexandria, Virginia for a purchase price of $130 million, and (ii) The Riviera Alexandria (the “Riviera”), a senior housing community located in Alexandria, Virginia for a purchase price of $118.9 million.
This Current Report on Form 8-K/A amends the Initial 8-K to include the required financial information related to its acquisition of the Landing and the Riviera and should be read in conjunction with the Initial 8-K.
Item 8.01 Other Events.
In connection with this amendment, the Company is providing additional information regarding the Riviera, which opened in March 2026 and was in the early stages of lease-up as of the June 1, 2026 acquisition date. Because the Riviera had limited pre-acquisition operating history, the Company is providing, as Exhibit 99.2 to this Current Report on Form 8-K/A, an audited Statement of Assets Acquired and Liabilities Assumed of the Riviera as of June 1, 2026, together with the following supplemental unaudited operating information for the period from January 1, 2026 through June 1, 2026:
| Occupancy rates at each quarter end and lease-up progress | 9% as of March 31, 2026; 18% as of June 1, 2026 |
| Number of leased units | 23 leased units as of June 1, 2026 |
| Average monthly rent per unit | $11,860 per unit as of June 1, 2026 |
| Operating income or loss | Loss of $1.9 million for the five months ended June 1, 2026 |
| Qualitative stabilization expectations | It is expected that the Riviera will deliver a yield-on-cost of greater than 7% upon stabilization in the second half of 2028. |
This Item 8.01 contains forward-looking statements within the meaning of the federal securities laws, including statements regarding expected stabilization, anticipated yield-on-cost and other expectations regarding the future performance of the Riviera. These forward-looking statements are based on the Company’s current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including risks related to lease-up activity, occupancy levels, operating costs, market conditions, resident demand, integration of the acquired properties and other risks described in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements, except as required by law.
The information included in this Item 8.01 shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, except to the extent expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The financial statements that are required to be filed pursuant to this item are being filed with this amendment on Form 8-K/A.
(b) Pro Forma Financial Information
The pro forma financial information that is required to be filed pursuant to this item are being filed with this amendment on Form 8-K/A.
(d) Exhibits
23.1 Consent of Deloitte & Touche LLP for the financial statements of the Landing
99.1 Audited Financial Statements – The Landing
| · | Independent Auditor’s Report |
| · | Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025 |
| · | Statements of Operations for the three months ended March 31, 2026 (unaudited) and year ended December 31, 2025 |
| · | Statements of Members’ Equity for the three months ended March 31, 2026 (unaudited) and year ended December 31, 2025 |
| · | Statements of Cash Flows for the three months ended March 31, 2026 (unaudited) and year ended December 31, 2025 |
| · | Notes to Financial Statements |
99.2 Audited Statement of Assets Acquired and Liabilities Assumed – The Riviera
| · | Independent Auditor’s Report |
| · | Statement of Assets Acquired and Liabilities Assumed as of June 1, 2026 |
| · | Notes to the Statement of Assets Acquired and Liabilities Assumed |
99.3 Pro Forma Financial Information
| · | Unaudited Pro Forma Condensed Combined Financial Information of Chiron Real Estate Inc. |
| o | Pro Forma Condensed Combined Financial Statements |
| o | Pro Forma Condensed Combined Balance Sheet as of March 31, 2026 |
| o | Notes to Pro Forma Condensed Combined Balance Sheet |
| o | Pro Forma Condensed Combined Statement of Operations for the three months ended March 31, 2026 |
| o | Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2025 |
| o | Notes to Pro Forma Condensed Combined Statement of Operations |
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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: August 17, 2026
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-276248 and 333-296829 on Form S-3 and Registration Statement Nos. 333-281484 and 333-297159 on Form S-8 of Chiron Real Estate Inc. of our report dated August 17, 2026, relating to the financial statements of The Landing Alexandria appearing in this current report of Chiron Real Estate Inc. on Form 8-K/A dated August 17, 2026.
/s/ Deloitte & Touche LLP
McLean, Virginia
August 17, 2026
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-276248 and 333-296829 on Form S-3 and Registration Statement Nos. 333-281484 and 333-297159 on Form S-8 of Chiron Real Estate, Inc. of our report dated August 17, 2026, relating to the statement of assets acquired and liabilities assumed of The Riviera Alexandria appearing in this current report of Chiron Real Estate, Inc. on Form 8-K/A dated August 17, 2026.
/s/ Deloitte & Touche LLP
McLean, Virginia
August 17, 2026
Exhibit 99.1
The Landing Alexandria
Financial Statements
As of March 31, 2026 (unaudited) and December 31, 2025
For the Three Months Ended March 31, 2026 (unaudited) and Year Ended December 31, 2025
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Table of Contents
| Independent Auditor’s Report | 3 |
| Financial Statements | |
| Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025 | 5 |
| Statements of Operations for the three months ended March 31, 2026 (unaudited) and year ended December 31, 2025 | 6 |
| Statements of Members’ Equity for the three months ended March 31, 2026 (unaudited) and year ended December 31, 2025 | 7 |
| Statements of Cash Flows for the three months ended March 31, 2026 (unaudited) and year ended December 31, 2025 | 8 |
| Notes to Financial Statements | 9 |
2
INDEPENDENT AUDITOR'S REPORT
To Chiron Real Estate Inc.
Opinion
We have audited the financial statements of The Landing Alexandria, which comprise the balance sheet as of December 31, 2025, and the related statements of operation, statement of members’ equity, and statement of cash flow for the year then ended, and the related notes to the financial statements (collectively referred to as the "financial statements").
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Basis of Accounting
We draw attention to Note 2 to the financial statements, which describes that the accompanying financial statements were prepared for the purpose of complying with the rules and regulations under Rule 3-05 of Regulation S-X promulgated under the Securities Act of 1933, as amended (for inclusion in the Current Report on Form 8-K filed by Chiron Real Estate, Inc.). As a result, the financial statement may not be suitable for another purpose. Our opinion is not modified with respect to this matter.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for one year after the date that the financial statements are issued.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
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In performing an audit in accordance with GAAS, we:
| · | Exercise professional judgment and maintain professional skepticism throughout the audit. |
| · | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. |
| · | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed. |
| · | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. |
| · | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
/s/ Deloitte & Touche LLP
McLean, VA
August 17, 2026
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The Landing Alexandria
Balance Sheets
(in thousands)
| As of March 31, 2026 | As of December 31, 2025 | |||||||
| (unaudited) | ||||||||
| Assets | ||||||||
| Investment in real estate: | ||||||||
| Land | $ | 2,965 | $ | 2,965 | ||||
| Building | 85,486 | 85,486 | ||||||
| Site improvements | 104 | 104 | ||||||
| Tenant improvements | 171 | 151 | ||||||
| Furniture, fixtures, and equipment | 4,708 | 4,643 | ||||||
| 93,434 | 93,349 | |||||||
| Less: accumulated depreciation and amortization | (13,352 | ) | (12,505 | ) | ||||
| Investment in real estate, net | 80,082 | 80,844 | ||||||
| Cash and cash equivalents | 830 | 1,250 | ||||||
| Restricted cash | 3,981 | 3,825 | ||||||
| Tenant receivables, net | 13 | 24 | ||||||
| Other assets | 298 | 259 | ||||||
| Total assets | $ | 85,204 | $ | 86,202 | ||||
| Liabilities and Equity | ||||||||
| Liabilities: | ||||||||
| Notes payable | $ | 47,664 | $ | 47,547 | ||||
| Accounts payable and accrued expenses | 1,075 | 1,136 | ||||||
| Other liabilities | 37 | 59 | ||||||
| Total liabilities | 48,776 | 48,742 | ||||||
| Commitments and contingencies (Note 6) | ||||||||
| Equity: | ||||||||
| Members’ equity | 36,428 | 37,460 | ||||||
| Total equity | 36,428 | 37,460 | ||||||
| Total liabilities and equity | $ | 85,204 | $ | 86,202 | ||||
See accompanying notes to financial statements.
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The Landing Alexandria
Statements of Operations
(in thousands)
| Three Months Ended March 31, 2026 | Year Ended December 31, 2025 | |||||||
| (unaudited) | ||||||||
| Revenues | ||||||||
| Resident fees and services | $ | 5,178 | $ | 18,071 | ||||
| Total revenues | 5,178 | 18,071 | ||||||
| Expenses | ||||||||
| Property-level operating expenses | 3,282 | 12,801 | ||||||
| Depreciation and amortization expense | 848 | 3,367 | ||||||
| General and administrative | 310 | 483 | ||||||
| Interest expense | 770 | 3,964 | ||||||
| Total expenses | 5,210 | 20,615 | ||||||
| Net loss | $ | (32 | ) | $ | (2,544 | ) | ||
See accompanying notes to financial statements.
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The Landing Alexandria
Statements of Members’ Equity
(in thousands)
| SSLIP Alexandria LP | IREF Alexandria Investor | Total | ||||||||||
| Balance, December 31, 2024 | $ | 5,258 | $ | 32,419 | $ | 37,677 | ||||||
| Contributions | 525 | 2,975 | 3,500 | |||||||||
| Distributions | (176 | ) | (997 | ) | (1,173 | ) | ||||||
| Net loss | (382 | ) | (2,162 | ) | (2,544 | ) | ||||||
| Balance, December 31, 2025 | 5,225 | 32,235 | 37,460 | |||||||||
| Distributions (unaudited) | (150 | ) | (850 | ) | (1,000 | ) | ||||||
| Net loss (unaudited) | (5 | ) | (27 | ) | (32 | ) | ||||||
| Balance, March 31, 2026 (unaudited) | $ | 5,070 | $ | 31,358 | $ | 36,428 | ||||||
See accompanying notes to financial statements.
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The Landing Alexandria
Statements of Cash Flows
(in thousands)
| Three Months Ended March 31, 2026 | Year Ended December 31, 2025 | |||||||
| (unaudited) | ||||||||
| Operating activities | ||||||||
| Net loss | $ | (32 | ) | $ | (2,544 | ) | ||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
| Depreciation and amortization expense | 848 | 3,367 | ||||||
| Amortization of loan costs | 116 | 344 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 8 | (1 | ) | |||||
| Other assets and liabilities | (62 | ) | 36 | |||||
| Accounts payable and accrued liabilities | (57 | ) | 147 | |||||
| Net cash provided by operating activities | 821 | 1,349 | ||||||
| Investing activities | ||||||||
| Purchases of building, site, and tenant improvements | (20 | ) | (176 | ) | ||||
| Purchases of furniture, fixtures, and equipment | (65 | ) | (18 | ) | ||||
| Net cash used in investing activities | (85 | ) | (194 | ) | ||||
| Financing activities | ||||||||
| Proceeds from note payable | - | 48,232 | ||||||
| Payments on note payable | - | (48,773 | ) | |||||
| Capital contributions | - | 3,500 | ||||||
| Distributions to members | (1,000 | ) | (1,173 | ) | ||||
| Deferred loan costs | - | (1,011 | ) | |||||
| Net cash (used in) provided by financing activities | (1,000 | ) | 775 | |||||
| Net (decrease) increase in cash and cash equivalents and restricted cash | (264 | ) | 1,930 | |||||
| Cash and cash equivalents and restricted cash, beginning of period | 5,075 | 3,145 | ||||||
| Cash and cash equivalents and restricted cash, end of period | $ | 4,811 | $ | 5,075 | ||||
| Supplemental cash flow information: | ||||||||
| Cash payments for interest | $ | 929 | $ | 4,117 | ||||
See accompanying notes to financial statements.
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The Landing Alexandria
Notes to Financial Statements
(dollars in thousands or as otherwise indicated)
Note 1 – Organization
The Landing Alexandria (the “Company”) is a senior housing community located in Alexandria, Virginia, which has been in operation since April 2022. The Company was organized as a Virginia limited liability company for the purpose of owning and operating the property. The community is operated as a senior housing operating property (“SHOP”) and includes independent living, assisted living, and memory care services. The community consists of 163 homes, including 40 independent living homes, 89 assisted living homes, and 34 memory care homes. The Company utilizes an independent third-party operator to manage the day-to-day operations of the community pursuant to a management agreement. The operator is responsible for staffing, resident care, marketing, billing and collections support, maintenance, compliance with applicable laws and regulations, and preparation of property-level operating information. The Company retains oversight and approval rights over significant operating and capital matters.
Note 2 – Summary of Significant Accounting Policies
Basis of presentation
These financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for the purpose of complying with Rule 3-05 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). The unaudited interim financial statements as of March 31, 2026 and for the three months then ended reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position, results of operations, changes in members’ equity, and cash flows for the interim period presented.
Use of estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Regulatory environment
The community is subject to federal, state, and local laws and regulations applicable to senior housing communities, including requirements related to licensure, resident care, staffing, health and safety, building operations, and privacy. Compliance with these laws and regulations is monitored by the operator and management. Costs of compliance are recognized as incurred.
Fair value of financial instruments
Fair value is a market-based measurement and should be determined based on the assumptions that market participants would use in pricing an asset or liability. In accordance with ASC Topic 820, the valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of the fair value hierarchy are as follows:
Level 1 - Inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets;
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument; and
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
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The Company considers the fair value of cash and cash equivalents, accounts payable and accrued expenses, and other liabilities approximates their carrying value at the date of acquisition due to their short maturities and/or because their terms are similar to market terms. Level 1 and Level 2 inputs are utilized to estimate the fair value of these financial instruments. The fair value measurements related to the Company’s acquisition of investment in real estate assets involve significant judgment and use valuation techniques that incorporate both observable and unobservable inputs, including market data such as rent and sales comparables and broker indications, as well as projected cash flows, occupancy assumptions, capitalization and discount rates, and third-party valuation analyses. Because certain unobservable inputs are significant to the fair value measurements, the investment in real estate assets is categorized within Level 3 of the fair value hierarchy.
The Company’s mortgage debt bears interest at a fixed rate and is carried at amortized cost, net of unamortized debt issuance costs. Management concluded that the carrying amount of the mortgage debt approximated fair value as of March 31, 2026 (unaudited) and December 31, 2025, as the mortgage debt was entered into during 2025 and there were no significant changes in market interest rates, credit spreads, or the Company’s credit profile through the respective balance sheet dates. The estimated fair value of the Company’s mortgage debt would be classified within Level 3 of the fair value hierarchy, as the estimate is based on unobservable inputs, including management’s assumptions regarding market interest rates and credit spreads for comparable debt instruments.
Cash and cash equivalents, and restricted cash
Cash and cash equivalents consist of bank deposit and money market accounts and are stated at cost, which approximates fair value. Restricted cash includes escrow accounts held by the lender for interest and working capital reserve. Cash and cash equivalents, and restricted cash consisted of the following as of March 31, 2026 (unaudited) and December 31, 2025:
| As of | As of | |||||||
| March 31, 2026 | December 31, 2025 | |||||||
| (unaudited) | ||||||||
| Cash and cash equivalents | $ | 830 | $ | 1,250 | ||||
| Restricted cash | 3,981 | 3,825 | ||||||
| $ | 4,811 | $ | 5,075 | |||||
Tenant receivables, net
Tenant receivables consist primarily of amounts due from residents for living accommodations, care-related services, and other charges under resident agreements, and are presented net of estimated credit losses. The Company evaluates collectability based on historical collection experience, current conditions, resident-specific facts and circumstances, and information provided by the operator. Amounts deemed uncollectible are written off when identified. The Company did not have a significant allowance for credit losses as of March 31, 2026 (unaudited) or December 31, 2025.
Investment in real estate
Investment in real estate, including land, building, site improvements, tenant improvements, and furniture, fixtures, and equipment, is carried at cost less accumulated depreciation and amortization. Direct and indirect costs clearly associated with the acquisition, development, construction, or improvement of real estate are capitalized. Ordinary repairs and maintenance and other operating costs are expensed as incurred, while significant replacements and improvements are capitalized when placed in service.
Depreciation is computed using the straight-line method over the estimated useful lives of the related assets and commences when the asset is placed in service. Building is depreciated over an estimated useful life of 30 years, site improvements over five to 15 years, tenant improvements over five years, and furniture, fixtures, and equipment over five to 15 years.
10
The Company reviews its real estate and related long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If such indicators are present, recoverability is evaluated by comparing the carrying amount of the asset group to the estimated undiscounted future cash flows expected to result from the use and eventual disposition of the asset group. If the carrying amount is not recoverable, an impairment loss is recognized to the extent the carrying amount exceeds the estimated fair value of the asset group. No impairment was recognized for the three months ended March 31, 2026 (unaudited) or the year ended December 31, 2025.
Other assets
Other assets consisted of $126 of prepaid costs, $107 due from affiliates, $31 capitalized website costs, $22 right of use assets, and $12 of other assets as of March 31, 2026 (unaudited), and $184 of prepaid costs, $31 capitalized website costs, $27 right of use asset, and $17 of other assets as of December 31, 2025. Prepaid costs are expensed over the related service or coverage period.
Deferred loan costs
Loan costs are capitalized and amortized over the life of the loan to interest expense using the straight-line method which approximates effective interest. Deferred loan costs, net of accumulated amortization for the three months ended March 31, 2026 (unaudited) and the year ended December 31, 2025 were $568 and $685, respectively. Amortization expense for the three months ended March 31, 2026 (unaudited) and the year ended December 31, 2025, was $116 and $344, respectively. Future amortization of loan costs is as follows:
| Year ending December 31, | Amount | |||
| 2026 (nine months remaining) | $ | 349 | ||
| 2027 | 219 | |||
| $ | 568 | |||
Notes payable
On June 20, 2025, the Company entered into a term loan agreement, the proceeds of which were used to refinance the Company’s previous construction loan. The term loan has an outstanding principal balance of $48.2 million as of March 31, 2026 (unaudited) and December 31, 2025. The loan bears interest at a fixed rate of 6.75%, requires monthly interest-only payments, and matures on June 20, 2027, at which time the outstanding principal balance is due. The loan is collateralized by the Company’s senior housing community and related real estate assets. The net carrying amount of the real estate assets collateralizing our mortgage loan totaled approximately $80.1 million and $80.8 million as of March 31, 2026 (unaudited) and December 31, 2025, respectively. The Company has the option to extend the maturity date to June 20, 2028, subject to the satisfaction of certain conditions set forth in the loan agreement.
Notes payable are presented net of unamortized debt issuance costs. Notes payable, net, consisted of the following as of March 31, 2026 (unaudited) and December 31, 2025:
| As of | As of | |||||||
| March 31, 2026 | December 31, 2025 | |||||||
| (unaudited) | ||||||||
| Notes payable, gross | $ | 48,232 | $ | 48,232 | ||||
| Less: Unamortized debt issuance costs | (568 | ) | (685 | ) | ||||
| Notes payable, net | $ | 47,664 | $ | 47,547 | ||||
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Contractual principal payments due under the term loan as of March 31, 2026 (unaudited) and December 31, 2025 were as follows:
| Year ending December 31, | Amount | |||
| 2026 | $ | - | ||
| 2027 | 48,232 | |||
| Total | $ | 48,232 | ||
Interest expense related to the notes payable was $770 and $3,964 for the three months ended March 31, 2026 (unaudited) and year ended December 31, 2025, respectively, and includes contractual interest and amortization of debt issuance costs.
Accounts payable and accrued expenses
Accounts payable and accrued expenses consist primarily of amounts owed for goods and services received in connection with the operation of the senior housing community, including operating supplies, utilities, repairs and maintenance, insurance, professional services, and other property-level operating costs. Expenses are recognized in the period in which the related goods or services are received, regardless of when payment is made.
Revenue recognition and tenant liabilities
Resident fees and services represent amounts earned under resident agreements for the Company’s senior housing operating property, which generally provide residents the right to occupy a residence on a month-to-month basis and receive housing, care, and other ancillary resident care. Resident fees and services include monthly rental charges, care and level-of-care charges, ancillary service charges, community fees, and other resident-related charges. Revenue is recognized monthly as the related housing, care, and services are provided, generally beginning when the resident occupies a home or begins receiving services.
Resident agreements are accounted for as operating leases under ASC 842, Leases, and generally include both lease components related to the right to use and occupy a residence and non-lease components related to care and other services. The Company has elected the practical expedient to account for lease and non-lease components as a single lease component when the applicable criteria are met. Revenue from these agreements is included in resident fees and services in the statements of operations.
Amounts billed or collected in advance of the related occupancy or services are recorded as tenant liabilities and recognized as revenue in the period earned. Resident fees and services are recognized only to the extent collection is probable, based on factors such as payment history, contractual terms, deposits, resident-specific facts and circumstances, and current economic conditions.
Lessor accounting
The Company accounts for resident agreements as operating leases under ASC 842, Leases. Resident agreements generally include lease components related to the right to use and occupy a residence and non-lease components related to care and other services. The Company has elected the practical expedient to combine lease and non-lease components and account for them as a single lease component because the timing and pattern of transfer are the same and the lease component would be classified as an operating lease if accounted for separately. Revenue from these agreements is included in resident fees and services in the statements of operations and is recognized as the related housing and services are provided.
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Management agreement and Property-level operating expenses
See Note 1 for a description of the third-party operator’s responsibilities. The Company recognizes community-level operating expenses as incurred and presents such costs as property-level operating expenses in the accompanying statements of operations.
Property-level operating expenses consist of wages and benefit costs of community level personnel, insurance, utilities, management fees, real estate and property taxes, repairs and maintenance expense, cleaning expense and other direct costs of operating these communities.
Income taxes
The Company is treated as a limited liability company for federal and state income tax purposes. Accordingly, taxable income or loss is allocated to the Company’s members, and no provision for federal income taxes has been recorded in the accompanying financial statements. The Company may be subject to certain state and local taxes, which are recorded as incurred.
The Company evaluates uncertain tax positions in accordance with GAAP. The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an examination. As of March 31, 2026 (unaudited) and December 31, 2025, the Company had no material uncertain tax positions.
Recently issued accounting pronouncements
Management has evaluated recently issued accounting standards and determined that such standards are not expected to have a material effect on the Company’s financial statements or related disclosures.
Note 3 – Furniture, Fixtures, and Equipment
Furniture, fixtures, and equipment consisted of the following at March 31, 2026 (unaudited) and December 31, 2025:
| As of | As of | |||||||
| March 31, 2026 | December 31, 2025 | |||||||
| (unaudited) | ||||||||
| Equipment | 2,382 | 2,450 | ||||||
| Furniture | 2,106 | 2,106 | ||||||
| Fixtures and other fixed assets | 220 | 87 | ||||||
| $ | 4,708 | $ | 4,643 | |||||
Note 4 – Members’ Equity
The Company is a limited liability company, with SSLIP Alexandria LP and IREF Alexandria Investor holding ownership interests in the Company of 15% and 85%, respectively, for all periods presented. The members are not personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a member, except as otherwise provided in the Company’s operating agreement or applicable law. Contributions, distributions, profits, and losses are allocated in accordance with the Company’s operating agreement.
13
Note 5 – Related Party Transactions
The Company has ownership interests held by SSL Alexandria GP, LLC, Alexandria GP, LLC, SSLIP Alexandria LP, and IREF Alexandria Investor. Silverstone Senior Living, LLC (“Silverstone”) is an affiliate of the Company through its ownership interest in the Company and serves as the operator and manager of the senior housing community.
The Company has an asset management agreement with Silverstone, pursuant to which Silverstone provides certain consulting, operational oversight, and asset management services related to the senior housing community. Under the terms of the agreement, the Company pays an annual asset management fee equal to 1.0% of total gross revenues, payable monthly in arrears. Asset management fees incurred under this agreement were $52 and $181 for the three months ended March 31, 2026 (unaudited) and the year ended December 31, 2025, respectively. Such amounts are included in property-level operating expenses or general and administrative expenses in the accompanying statements of operations, as applicable.
In addition, in the ordinary course of business, Silverstone may incur costs on behalf of the Company, or the Company may incur costs on behalf of Silverstone, in connection with the operation of the community. As of March 31, 2026 (unaudited), other assets included $107 of amounts due from affiliates, representing amounts receivable from Silverstone for costs incurred on behalf of, or otherwise owed by, Silverstone in the ordinary course of business. No such amounts were outstanding as of December 31, 2025. Amounts due from affiliates are expected to be settled in cash in the ordinary course of business and do not bear interest.
The Company made distributions to its members of $1.0 million during the three months ended March 31, 2026 (unaudited) and $1.2 million during the year ended December 31, 2025. The Company received capital contributions from its members of $3.5 million during the year ended December 31, 2025. No capital contributions were made during the three months ended March 31, 2026 (unaudited).
Management believes the terms of the related party transactions described above are consistent with the underlying membership agreements, management arrangements, or other applicable agreements. There were no changes in the method of establishing the terms of related party transactions during the periods presented.
Note 6 – Commitments and Contingencies
In the normal course of business, the Company enters into contracts and agreements that may contain representations, warranties, and indemnification provisions. The Company’s maximum exposure under these arrangements cannot be reasonably estimated because it would depend on future claims that may be made and the specific facts and circumstances of those claims. Based on currently available information, management does not expect any obligations under these arrangements to have a material effect on the Company’s financial position or results of operations.
The Company may be subject to legal and regulatory proceedings, claims, and assessments arising in the normal course of business. Management is not aware of any pending or threatened matters that are expected to have a material effect on the Company’s financial position or results of operations as of March 31, 2026 (unaudited) or December 31, 2025.
Note 7 – Subsequent Events
Management evaluated subsequent events through August 17, 2026, the date the financial statements were available to be issued. On June 1, 2026, the underlying property was sold to Chiron Real Estate Inc. for a purchase price of $130 million. In connection with the transaction, the Company’s outstanding mortgage loan of $48.4 million was repaid by the seller and was not assumed by the acquirer. No other subsequent events requiring recognition or disclosure were identified.
14
Exhibit 99.2
STATEMENT OF ASSETS ACQUIRED AND LIABILITIES ASSUMED OF
THE RIVIERA ALEXANDRIA
As of June 1, 2026
1
INDEX TO STATEMENT OF ASSETS ACQUIRED AND
LIABILITIES ASSUMED OF
THE RIVIERA ALEXANDRIA
| Independent Auditor’s Report | 3 |
| Statement of Assets Acquired and Liabilities Assumed | 5 |
| Notes to the Statement of Assets Acquired and Liabilities Assumed | 6 |
2
INDEPENDENT AUDITOR'S REPORT
To Chiron Real Estate Inc.
Opinion
We have audited the statement of assets acquired and liabilities assumed of The Riviera Alexandria (the “Company”) as of June 1, 2026, and the related notes (collectively referred to as the "statement") pursuant to the Purchase Agreement between Silverstone Alexandria II Owner, LLC and Chiron Alexandria I LLC, dated May 1, 2026, as discussed in Note 1 to the statement.
In our opinion, the accompanying statement presents fairly, in all material respects, the assets acquired and liabilities assumed of the Company as of June 1, 2026, pursuant to the Purchase Agreement described in Note 1 to the statement, in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Statement section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Basis of Accounting
We draw attention to Note 2 to the statement, which describes that the accompanying statement were prepared for the purposes of complying with the rules and regulations under Rule 3-05 of Regulation S-X promulgated under the Securities Act of 1933, in accordance with a request for relief granted by the Securities and Exchange Commission. It is not intended to be a complete presentation of the Company’s financial position. As a result, the statement may not be suitable for another purpose. Our opinion is not modified with respect to this matter.
Responsibilities of Management for the Statement
Management is responsible for the preparation and fair presentation of the statement in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of statement that are free from material misstatement, whether due to fraud or error.
In preparing the statement, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for one year after the statement is issued.
Auditor's Responsibilities for the Audit of the Statement
Our objectives are to obtain reasonable assurance about whether the statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the statement.
3
In performing an audit in accordance with GAAS, we:
| · | Exercise professional judgment and maintain professional skepticism throughout the audit. |
| · | Identify and assess the risks of material misstatement of the statement, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the statement. |
| · | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed. |
| · | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the statement. |
| · | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
/s/ Deloitte & Touche LLP
McLean, VA
August 17, 2026
4
THE RIVIERA ALEXANDRIA
STATEMENT OF ASSETS ACQUIRED AND LIABILITIES ASSUMED
| As of | ||||||
| In Thousands | Notes | June 1, 2026 | ||||
| ASSETS ACQUIRED | ||||||
| Cash and cash equivalents | 2 | $ | 591 | |||
| Other assets | 2 | 161 | ||||
| Investment in real estate | 3 | 119,886 | ||||
| Total Assets Acquired | $ | 120,638 | ||||
| LIABILITIES ASSUMED | ||||||
| Accounts payable and accrued expenses | 4 | $ | 578 | |||
| Other liabilities | 4 | 336 | ||||
| Total Liabilities Assumed | $ | 914 | ||||
| Net assets acquired | $ | 119,724 | ||||
See accompanying notes to the Statement of Assets Acquired and Liabilities Assumed
5
THE RIVIERA ALEXANDRIA
NOTES TO STATEMENT OF ASSETS ACQUIRED AND LIABILITIES ASSUMED
(in thousands)
Note 1 – Description of the Business
The Riviera Alexandria (the “Company” or “The Riviera”) is a newly constructed senior housing community located at 2700 Main Line Boulevard in Alexandria, Virginia. The community opened and commenced lease-up in March 2026 and, as of June 1, 2026, consisted of 129 independent living homes, of which 23 homes were occupied.
On June 1, 2026 (the “acquisition date”), Chiron Real Estate Inc., through one or more subsidiaries, acquired The Riviera Alexandria for a purchase price of $118.9 million. The accompanying Statement of Assets Acquired and Liabilities Assumed presents the assets acquired and liabilities assumed in connection with the acquisition as of June 1, 2026. The following table reconciles the purchase price to net investment in real estate and net assets acquired:
| Purchase price | $ | 118,900 | ||
| Capitalized costs | 986 | |||
| Investment in real estate | 119,886 | |||
| Other assets and liabilities assumed, net | (162 | ) | ||
| Net assets acquired | $ | 119,724 |
The community is operated as a senior housing operating property (“SHOP”). Following the acquisition, revenues are expected to be generated primarily from resident fees and services, including amounts earned under resident agreements for monthly rental charges, care and healthcare-related services, and other ancillary resident care. Resident fees and services are expected to be billed monthly based on contracted rates set forth in the resident agreements and recognized as the related performance obligations are satisfied. The community includes resident homes and related common areas, site improvements, furniture, fixtures and equipment, and resident lease in-place intangible assets.
The Company utilizes an independent third-party operator to manage the day-to-day operations of the community pursuant to a management agreement. The operator is responsible for staffing, resident care, marketing, billing and collections support, maintenance, compliance with applicable laws and regulations, and preparation of property-level operating information. The Company retains oversight and approval rights over significant operating and capital matters.
Note 2 – Summary of Significant Accounting Policies
Basis of presentation
The accompanying Statement of Assets Acquired and Liabilities Assumed (the “Statement”) presents the assets acquired and liabilities assumed of The Riviera Alexandria as of June 1, 2026. The Statement has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for the purpose of complying with Rule 3-05 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Pursuant to the SEC staff’s waiver relief under Rule 3-13 of Regulation S-X, the Statement is being provided in lieu of the historical financial statements otherwise required under Rule 3-05 of Regulation S-X.
The Statement is not intended to present the Company’s complete financial position, results of operations, changes in equity, or cash flows in accordance with GAAP on a standalone basis. No historical revenues or expenses are presented because the Statement is limited to the assets acquired and liabilities assumed as of the acquisition date and, prior to the community’s opening in March 2026, there were no material operations to report.
6
The acquisition of The Riviera Alexandria was accounted for as an asset acquisition. Refer to Note 3 – “Investment in Real Estate” for additional details.
Use of estimates
The preparation of the Statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet date. Actual results could differ from those estimates.
Cash and cash equivalents
Cash and cash equivalents consist of bank deposit and money market accounts and are stated at cost, which approximates fair value.
Other assets
Other assets of $161 consist of $138 of right-of-use assets, $16 of prepaid expenses, $5 of inventory, and $2 of receivables. Prepaid expenses are expensed over the related service or coverage period. Inventory is stated at the lower of cost or net realizable value and is expected to be used in the operation of the community.
Fair value of financial instruments
Fair value is a market-based measurement and should be determined based on the assumptions that market participants would use in pricing an asset or liability. In accordance with ASC Topic 820, the valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of the fair value hierarchy are as follows:
Level 1 - Inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets;
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument; and
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The Company considers the fair value of cash and cash equivalents, accounts payable and accrued expenses, and other liabilities approximates their carrying value at the date of acquisition due to their short maturities and/or because their terms are similar to market terms. Level 1 and Level 2 inputs are utilized to estimate the fair value of these financial instruments. The fair value measurements related to the Company’s acquisition of investment in real estate assets involve significant judgment and use valuation techniques that incorporate both observable and unobservable inputs, including market data such as rent and sales comparables and broker indications, as well as projected cash flows, occupancy assumptions, capitalization and discount rates, and third-party valuation analyses. Because certain unobservable inputs are significant to the fair value measurements, the investment in real estate assets is categorized within Level 3 of the fair value hierarchy.
Regulatory environment
The community is subject to federal, state, and local laws and regulations applicable to senior housing communities, including requirements related to licensure, resident care, staffing, health and safety, building operations, and privacy. Compliance with these laws and regulations is monitored by the operator and management. Costs of compliance are recognized as incurred.
7
Note 3 – Investment in Real Estate
The acquisition of The Riviera Alexandria was accounted for as an asset acquisition in accordance with Accounting Standard Codification (“ASC”) Topic 805-50 “Acquisition of Assets Rather Than a Business”. Transaction costs were also capitalized as part of the acquisition in accordance with the ASC 805-50.
The acquisition included land, building, site improvements, furniture, fixtures and equipment, resident lease in-place intangible assets, and liabilities assumed. Because the transaction was accounted for as an asset acquisition, the total cost of the acquisition was allocated to the identifiable tangible and intangible assets acquired and liabilities assumed based on their relative fair values as of the acquisition date. The relative fair values assigned to the acquired assets and assumed liabilities were determined in accordance with ASC Topic 820, “Fair Value Measurements and Disclosures,” using available market data, property-level information, rent and sales comparables, projected cash flows, cost information, broker indications, and third-party valuation analyses, as applicable. The determination of relative fair value involves significant judgment and estimates and could change if additional information becomes available.
The relative fair value allocation reflects an adjustment to allocate total purchase consideration to the identifiable assets acquired and liabilities assumed.
Tangible assets acquired
The estimated fair value used in the relative fair value allocation for land was determined using a sales comparison approach based on comparable land sales adjusted for relevant market and property-specific factors. The estimated fair value used in the relative fair value allocation for the building was supported by an income approach and a cost approach, including projected cash flows, market rent, occupancy assumptions, capitalization and discount rates, replacement cost information, and the property’s newly constructed condition. Site improvements were valued using a cost approach based on replacement cost new less depreciation. Furniture, fixtures and equipment were valued using a cost approach based on actual cost information and estimated remaining useful life.
Depreciation of the building, site improvements, and furniture, fixtures and equipment will be computed using the straight-line method over the estimated remaining useful lives of the related assets. Land is not depreciated.
The estimated remaining useful lives used in the allocation were approximately 60 years for the building, 15 years for site improvements, and 10 years for furniture, fixtures and equipment.
Intangible assets acquired
The Company recorded an acquired lease intangible for resident leases in-place as of the acquisition date. The estimated fair value used in the relative fair value allocation for the resident lease in-place intangible asset was based on the origination costs and foregone revenue associated with achieving the occupied unit base in place as of June 1, 2026, including resident origination, marketing, administrative, and related costs during the expected lease-up period.
The intangible asset is finite-lived with an estimated useful life of two years. The asset will be amortized on a straight-line basis over its estimated useful life, which reflects the period over which the asset is expected to contribute to future cash flows. As of June 1, 2026, the gross carrying amount of the resident lease in-place intangible asset was $287, with no accumulated amortization recognized as of the acquisition date.
8
The following table presents the relative fair values assigned to investment in real estate acquired:
| As of | ||||
| In Thousands | June 1, 2026 | |||
| Land | $ | 11,171 | ||
| Building | 104,924 | |||
| Furniture, fixtures and equipment | 3,166 | |||
| Site improvements | 338 | |||
| Acquired lease intangibles | 287 | |||
| Total investment in real estate | $ | 119,886 | ||
Note 4 – Liabilities Assumed
Accounts payable and accrued expenses of $578 consist of amounts due to vendors for goods and services incurred prior to the acquisition date and assumed by the Company in connection with the acquisition.
Other liabilities of $336 consist of resident deposits and refunds payable of $190, and operating lease liabilities related to equipment leases assumed in connection with the acquisition of $146. Resident deposits and refunds payable represent amounts owed to residents or prospective residents in accordance with applicable resident agreements. The liabilities represent future lease payments due under the related lease arrangements as of June 1, 2026.
Note 5 – Subsequent Events
Management evaluated subsequent events through August 17, 2026, the date the Statement was available to be issued, and determined that no events or transactions occurred that required recognition or disclosure in the Statement.
9
Exhibit 99.3
Table of Contents
| Unaudited Pro Forma Condensed Combined Financial Information of Chiron Real Estate Inc. | 2 |
| Pro Forma Condensed Combined Financial Statements | |
| Pro Forma Condensed Combined Balance Sheet as of March 31, 2026 | 3 |
| Notes to Pro Forma Condensed Combined Balance Sheet | 4 |
| Pro Forma Condensed Combined Statement of Operations for the three months ended March 31, 2026 | 6 |
| Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2025 | 7 |
| Notes to Pro Forma Condensed Combined Statement of Operations | 8 |
1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF CHIRON REAL ESTATE INC.
On June 1, 2026, Chiron Real Estate Inc. (the “Company”) acquired two senior housing communities located in Alexandria, Virginia: The Landing Alexandria (“The Landing”) and The Riviera Alexandria (“The Riviera” and, together with The Landing, the “Communities”). The Company acquired The Landing from Silverstone Alexandria Owner, LLC for a purchase price of $130.0 million and The Riviera from Silverstone Alexandria II Owner, LLC for a purchase price of $118.9 million. The Landing consists of 163 homes offering independent living, assisted living and memory care services, and The Riviera consists of 129 homes offering independent living services. The historical financial information of The Landing was derived from the audited financial statements as of and for the year ended December 31, 2025 and the unaudited interim financial statements as of and for the three months ended March 31, 2026 of The Landing Alexandria, included as Exhibit 99.1 to this Current Report on Form 8-K/A. The historical financial information of The Riviera was derived from the statement of assets acquired and liabilities assumed of The Riviera Alexandria as of June 1, 2026, included as Exhibit 99.2 to this Current Report on Form 8-K/A.
The acquisitions were funded using borrowings under the Company’s credit facility. The Company operates the Communities as senior housing operating property (“SHOP”) assets, and a taxable REIT subsidiary of the Company entered into a management agreement with an affiliate of Greystone Communities (“Greystone”), a third-party operator, to manage the day-to-day operations of the Communities.
The accompanying unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined balance sheet as of March 31, 2026 gives effect to the acquisitions of The Landing and The Riviera as if each had occurred on March 31, 2026. The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2026 and the year ended December 31, 2025 reflect only The Landing’s historical results, giving effect to the acquisition of The Landing as if it had occurred on January 1, 2025, the beginning of the earliest period presented. As the Company received a waiver from the SEC to exclude The Riviera’s historical statements of revenues and operating expenses, The Riviera’s Statement of Operations is excluded from the unaudited pro forma condensed combined Statement of Operations based upon the relief under SEC Rule 3-13.
The unaudited pro forma condensed combined financial information has been prepared by the Company using the acquisition method of accounting in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), with Chiron as the acquiring entity for accounting purposes, and reflects estimates and assumptions deemed appropriate by the Company’s management to give effect to the acquisition of the Communities. The Company determined that the acquired assets and assumed liabilities did not meet the definition of a business under U.S. GAAP and, accordingly, accounted for the acquisition as an asset acquisition. The unaudited pro forma condensed combined financial information includes adjustments that reflect the accounting for the acquisition of the Communities in accordance with U.S. GAAP. Refer to the notes to the unaudited pro forma financial information for additional information regarding the basis of presentation and pro forma adjustments.
The unaudited pro forma condensed combined financial information is based on available information and assumptions that management believes are reasonable and factually supportable. The unaudited pro forma condensed combined financial information does not purport to represent what the Company’s actual financial position or results of operations would have been had the acquisitions occurred on the dates indicated, nor is it intended to be indicative of the Company’s future financial position or results of operations.
The unaudited pro forma condensed combined financial information and the accompanying notes should be read in conjunction with the Company’s historical consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026, the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2026, the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 2, 2026, and the historical financial statements of The Landing Alexandria and The Riviera Alexandria included as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K/A.
2
CHIRON REAL ESTATE INC.
Unaudited Pro Forma Condensed Combined Balance Sheet
As of March 31, 2026
(Unaudited and in thousands, except par values)
| Chiron Real Estate Inc. (1) | The Landing (2) | The Riviera (3) | Transaction Accounting Adjustments | Debt Financing | Pro Forma Chiron Real Estate Inc. | |||||||||||||||||||
| Assets | ||||||||||||||||||||||||
| Investment in real estate: | ||||||||||||||||||||||||
| Land | $ | 169,917 | $ | 2,965 | $ | 11,171 | (4) | $ | 12,981 | (5) | $ | - | $ | 197,034 | ||||||||||
| Building | 1,073,953 | 85,486 | 104,924 | (4) | 15,300 | (5) | - | 1,279,663 | ||||||||||||||||
| Furniture, fixtures and equipment | - | 4,708 | 3,166 | (4) | (1,938 | )(5) | - | 5,936 | ||||||||||||||||
| Site improvements | 25,783 | 104 | 338 | (4) | 206 | (5) | - | 26,431 | ||||||||||||||||
| Tenant improvements | 81,168 | 171 | - | (171 | )(5) | - | 81,168 | |||||||||||||||||
| Acquired lease intangible assets | 144,573 | - | 287 | (4) | 11,228 | (5) | - | 156,088 | ||||||||||||||||
| 1,495,394 | 93,434 | 119,886 | 37,606 | - | 1,746,320 | |||||||||||||||||||
| Less: accumulated depreciation and amortization | (353,309 | ) | (13,352 | ) | - | 13,352 | (5) | - | (353,309 | ) | ||||||||||||||
| Investment in real estate, net | 1,142,085 | 80,082 | 119,886 | 50,958 | - | 1,393,011 | ||||||||||||||||||
| Cash and cash equivalents | 8,183 | 830 | 591 | (250,793 | )(6) | 249,372 | (6) | 8,183 | ||||||||||||||||
| Restricted cash | 2,778 | 3,981 | - | (3,981 | )(6) | - | 2,778 | |||||||||||||||||
| Tenant receivables, net | 6,800 | 13 | - | - | - | 6,813 | ||||||||||||||||||
| Due from related parties | 177 | - | - | - | - | 177 | ||||||||||||||||||
| Escrow deposits | 546 | - | - | - | - | 546 | ||||||||||||||||||
| Deferred assets | 29,953 | - | - | - | - | 29,953 | ||||||||||||||||||
| Derivative assets | 7,218 | - | - | - | - | 7,218 | ||||||||||||||||||
| Goodwill | 5,903 | - | - | - | - | 5,903 | ||||||||||||||||||
| Investment in unconsolidated joint ventures | 8,902 | - | - | - | - | 8,902 | ||||||||||||||||||
| Other assets | 25,474 | 298 | 161 | - | - | 25,933 | ||||||||||||||||||
| Total assets | $ | 1,238,019 | $ | 85,204 | $ | 120,638 | $ | (203,816 | ) | $ | 249,372 | $ | 1,489,417 | |||||||||||
| Liabilities and Equity | ||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||
| Credit Facility, net of unamortized debt issuance costs of $9,686 at March 31, 2026 | $ | 662,314 | $ | - | $ | - | $ | - | $ | 249,372 | (7) | $ | 911,686 | |||||||||||
| Notes payable, net of unamortized debt issuance costs of $0 at March 31, 2026 | 1,096 | 47,664 | - | (47,664 | )(8) | - | 1,096 | |||||||||||||||||
| Accounts payable and accrued expenses | 15,022 | 1,075 | 578 | - | - | 16,675 | ||||||||||||||||||
| Dividends payable | 12,708 | - | - | - | - | 12,708 | ||||||||||||||||||
| Security deposits | 3,486 | - | - | - | - | 3,486 | ||||||||||||||||||
| Other liabilities | 18,368 | 37 | 336 | - | - | 18,741 | ||||||||||||||||||
| Acquired lease intangible liability, net | 4,375 | - | - | - | - | 4,375 | ||||||||||||||||||
| Total liabilities | 717,369 | 48,776 | 914 | (47,664 | ) | 249,372 | 968,767 | |||||||||||||||||
| Commitments and Contingencies | ||||||||||||||||||||||||
| Equity: | ||||||||||||||||||||||||
| Preferred stock, $0.001 par value, 10,000 shares authorized; 5,155 shares issued and outstanding at March 31, 2026 (liquidation preference of $128,875) | 124,106 | - | - | - | - | 124,106 | ||||||||||||||||||
| Common stock, $0.001 par value, 100,000 shares authorized; 13,235 shares issued and outstanding at March 31, 2026 | 13 | - | - | - | - | 13 | ||||||||||||||||||
| Additional paid-in capital | 729,514 | - | - | - | - | 729,514 | ||||||||||||||||||
| Accumulated deficit | (360,640 | ) | 36,428 | - | (36,428 | )(5) | - | (360,640 | ) | |||||||||||||||
| Accumulated other comprehensive income | 7,218 | - | - | - | - | 7,218 | ||||||||||||||||||
| Net assets acquired | - | - | 119,724 | (119,724 | ) | - | - | |||||||||||||||||
| Total Chiron Real Estate Inc. stockholders' equity | 500,211 | 36,428 | 119,724 | (156,152 | ) | - | 500,211 | |||||||||||||||||
| Noncontrolling interest | 20,439 | - | - | - | - | 20,439 | ||||||||||||||||||
| Total equity | 520,650 | 36,428 | 119,724 | (156,152 | ) | - | 520,650 | |||||||||||||||||
| Total liabilities and equity | $ | 1,238,019 | $ | 85,204 | $ | 120,638 | $ | (203,816 | ) | $ | 249,372 | $ | 1,489,417 | |||||||||||
3
Notes and Management Assumptions:
| (1) | Chiron’s unaudited historical consolidated balance sheet as of March 31, 2026 as derived from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed with the SEC on May 7, 2026. |
| (2) | Represents the unaudited historical condensed consolidated balance sheet as of March 31, 2026 of The Landing as included elsewhere in this Current Report on Form 8-K/A. |
| (3) | Represents the statement of assets acquired and liabilities assumed of The Riviera as of June 1, 2026, as included elsewhere in this Current Report on Form 8-K/A. |
| (4) | The allocation of the purchase price for The Riviera is based on the estimated fair value of the assets acquired which are presented on the face of the pro forma balance sheet. This includes an estimated $0.9 million of capitalized costs. The total consideration of $119.9 million was paid in cash to complete the transaction. These assets are expected to be depreciated or amortized based on the useful lives disclosed in (5) below. |
| (5) | Represents transaction accounting adjustments to record the allocation of purchase consideration for The Landing to the relative fair values of the assets acquired and liabilities assumed, including the elimination of historical accumulated depreciation and amortization and historical equity balances. This includes an estimated $1.0 million of capitalized costs. The total consideration of $131.0 million was paid in cash to complete the transaction. The following table includes the allocation of the purchase price and capitalized costs for The Landing based on the estimated fair value of the assets acquired ($ in thousands). |
| As of June 1, 2026 | ||||
| Land | $ | 15,946 | ||
| Building | 100,786 | |||
| Furniture, fixtures and equipment | 2,770 | |||
| Site improvements | 310 | |||
| Acquired lease intangibles | 11,231 | |||
| $ | 131,043 | |||
The purchase price allocation includes significant depreciable and amortizable assets, including building, site improvements, furniture, fixtures and equipment, and acquired lease intangible assets. Depreciation and amortization of these assets reflected in the unaudited pro forma condensed combined statements of operations was calculated on a straight-line basis over the estimated useful lives or amortization periods assigned to the respective assets. The following table shows the expected useful lives of significant assets acquired:
| Estimated Useful Life | |||
| Asset Category | The Landing | The Riviera | |
| Land | N/A | N/A | |
| Building | 56 years | 60 years | |
| Furniture, fixtures and equipment | 7 years | 10 years | |
| Site improvements | 13 years | 15 years | |
| Acquired lease intangibles | 2 years | 2 years | |
| (6) | These amounts represent the following adjustments: |
| a. | Elimination of The Landing and The Riviera’s historical cash and cash equivalents and restricted cash balances, which were not acquired by the Company. |
| b. | Receipt of $249,372 cash proceeds from the debt financing related to the Credit Facility which was utilized to pay for the acquisitions. |
| c. | Payment of $249,372 in cash proceeds as consideration for the acquisitions of The Landing and The Riviera. |
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| (7) | Represents incremental borrowings under the Company’s unsecured revolving credit facility used to fund the acquisitions. The pro forma adjustment assumes the borrowings were outstanding as of March 31, 2026 for balance sheet purposes and as of January 1, 2025 for statement of operations purposes. |
| (8) | Represents the elimination of The Landing’s historical mortgage debt, which was repaid by the seller in connection with the acquisition and was not assumed by the Company. |
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CHIRON REAL ESTATE INC.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the three months ended March 31, 2026
(unaudited and in thousands, except per share amounts)
| Chiron Real Estate Inc. (A) | The Landing (B) | Transaction Accounting Adjustments | Chiron Real Estate Inc. Pro Forma | |||||||||||||
| Revenue | ||||||||||||||||
| Rental revenue | $ | 38,021 | $ | - | $ | - | $ | 38,021 | ||||||||
| Resident fees and services | - | 5,178 | - | 5,178 | ||||||||||||
| Other income | 43 | - | - | 43 | ||||||||||||
| Total revenue | 38,064 | 5,178 | - | 43,242 | ||||||||||||
| Expenses | ||||||||||||||||
| General and administrative | 5,089 | 310 | - | 5,399 | ||||||||||||
| Operating expenses | 9,250 | 3,282 | 24 | (C) | 12,556 | |||||||||||
| Depreciation expense | 11,087 | 848 | 1,110 | (D) | 13,045 | |||||||||||
| Amortization expense | 3,740 | ― | - | 3,740 | ||||||||||||
| Interest expense | 7,233 | 770 | 2,304 | (E) | 10,307 | |||||||||||
| Total expenses | 36,399 | 5,210 | 3,438 | 45,047 | ||||||||||||
| Income before other income (expense) | 1,665 | (32 | ) | (3,438 | ) | (1,805 | ) | |||||||||
| Income tax expense | - | - | (70 | )(F) | (70 | ) | ||||||||||
| Equity loss from unconsolidated joint ventures | (11 | ) | - | - | (11 | ) | ||||||||||
| Net income | $ | 1,654 | $ | (32 | ) | $ | (3,508 | ) | $ | (1,886 | ) | |||||
| Less: Preferred stock dividends | (2,473 | ) | - | - | (2,473 | ) | ||||||||||
| Less: Net loss (income) attributable to noncontrolling interest | 70 | - | 304 | (G) | 374 | |||||||||||
| Net (loss) income attributable to common stockholders | $ | (749 | ) | $ | (32 | ) | $ | (3,204 | ) | $ | (3,985 | ) | ||||
| Net (loss) income attributable to common stockholders per share – basic and diluted | $ | (0.06 | ) | $ | (0.30 | )(H) | ||||||||||
| Weighted average common shares outstanding – basic and diluted | 13,235 | 13,235 | ||||||||||||||
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CHIRON REAL ESTATE INC.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the year ended December 31, 2025
(unaudited and in thousands, except per share amounts)
| Chiron Real Estate Inc. (A) | The Landing (B) | Transaction Accounting Adjustments | Chiron Real Estate Inc. Pro Forma | |||||||||||||
| Revenue | ||||||||||||||||
| Rental revenue | $ | 147,682 | $ | - | $ | - | $ | 147,682 | ||||||||
| Resident fees and services | - | 18,071 | - | 18,071 | ||||||||||||
| Other income | 526 | - | - | 526 | ||||||||||||
| Total revenue | 148,208 | 18,071 | - | 166,279 | ||||||||||||
| Expenses | ||||||||||||||||
| General and administrative | 19,998 | 483 | - | 20,481 | ||||||||||||
| Operating expenses | 32,620 | 12,801 | 75 | (C) | 45,496 | |||||||||||
| Depreciation expense | 44,025 | 3,367 | 4,466 | (D) | 51,858 | |||||||||||
| Amortization expense | 15,017 | - | - | 15,017 | ||||||||||||
| Interest expense | 31,754 | 3,964 | 8,501 | (E) | 44,219 | |||||||||||
| Total expenses | 143,414 | 20,615 | 13,042 | 177,071 | ||||||||||||
| Income before other income (expense) | 4,794 | (2,544 | ) | (13,042 | ) | (10,792 | ) | |||||||||
| Income tax expense | - | - | (240 | )(F) | (240 | ) | ||||||||||
| Gain on sale of investment properties | 1,487 | - | - | 1,487 | ||||||||||||
| Impairment of real estate property | (13,014 | ) | - | - | (13,014 | ) | ||||||||||
| Equity loss from unconsolidated joint ventures | (150 | ) | - | - | (150 | ) | ||||||||||
| Net (loss) income | $ | (6,883 | ) | $ | (2,544 | ) | $ | (13,282 | ) | $ | (22,709 | ) | ||||
| Less: Preferred stock dividends | (6,280 | ) | - | - | (6,280 | ) | ||||||||||
| Less: Net loss (income) attributable to noncontrolling interest | 1,047 | - | 1,236 | (G) | 2,283 | |||||||||||
| Net (loss) income attributable to common stockholders | $ | (12,116 | ) | $ | (2,544 | ) | $ | (12,046 | ) | $ | (26,706 | ) | ||||
| Net (loss) income attributable to common stockholders per share – basic and diluted | $ | (0.91 | ) | $ | (2.00 | )(H) | ||||||||||
| Weighted average common shares outstanding – basic and diluted | 13,379 | 13,379 | ||||||||||||||
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CHIRON REAL ESTATE INC.
Notes to the Unaudited Pro Forma Condensed Combined Statement of Operations
(Unaudited, dollars in thousands, except per share amounts or as otherwise indicated)
(A) Chiron’s historical consolidated statement of operations for the applicable period presented.
(B) Represents the historical statement of operations of The Landing for the applicable period presented, as derived from the historical financial statements of The Landing included elsewhere in this Current Report on Form 8-K/A. The Riviera’s Statement of Operations are excluded from the unaudited pro forma condensed consolidated Statement of Operations based upon the relief under SEC Rule 3-13.
(C) Represents The Landing’s allocable portion of contractual changes to operating expenses associated with The Landing acquisition. The adjustments include The Landing’s allocable portion of (i) the estimated impact of conforming the historical management fees incurred under the prior Greystone management agreement to the fee provisions under the revised Greystone management agreement applicable following Chiron’s acquisition of The Landing, and (ii) the fees payable under the post-closing consulting agreement with Silverstone. The adjustments were calculated as if the revised Greystone management fee arrangement and the Silverstone consulting agreement had been in effect as of January 1, 2025. Management and consulting fees are as follows (in thousands):
| Management and Consulting Fees | |||||||||||||
| Property | Period | Old Fees | New Fees | Adjustment | |||||||||
| The Landing | Three months ended March 31, 2026 | $261 | $ | 285 | $ | 24 | |||||||
| The Landing | Year ended December 31, 2025 | $919 | $ | 994 | $ | 75 | |||||||
Management and consulting fees for The Riviera are $19 and $15 per month, respectively. Because The Riviera opened in March 2026, there are no Management fees for the year ended December 31, 2025.
(D) Represents additional depreciation and amortization directly attributable to the fair value adjustment of the assets acquired.
(E) Represents the net effect on interest expense of eliminating historical interest expense related to The Landing’s property-level financing not assumed by the Company and recognizing incremental interest expense on the assumed additional borrowings under the Company’s unsecured revolving credit facility used to fund the acquisition. The table below shows a reconciliation of the net interest expenses:
| Description | Three months ended March 31, 2026 | Year ended December 31, 2025 | ||||||
| Elimination of historical interest expense related to debt of the acquired properties not assumed | $ | (770 | ) | $ | (3,964 | ) | ||
| Interest expense on new acquisition financing | 3,074 | 12,465 | ||||||
| Net pro forma adjustment to interest expense | $ | 2,304 | $ | 8,501 | ||||
Interest expense on the acquisition financing was calculated using an annual interest rate of 4.93%, which represents the current interest rate under the Company's credit facility as of August 12, 2026. The financing terms used in the pro forma financial information are supported by an agreement.
Assuming the acquisition financing remained outstanding for the entire period presented, a 0.125% (1/8%) increase or decrease in the interest rate would result in a corresponding increase or decrease in annual interest expense of approximately $78 and $312 for the three months ended March 31, 2026 and the year ended December 31, 2025, respectively.
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(F) Represents the pro forma income tax expense attributable to the operation of The Landing through a taxable REIT subsidiary of the Company. The Landing is operated as a senior housing operating property, and a taxable REIT subsidiary of the Company is treated as the lessee/operator of the property for U.S. federal income tax purposes. Accordingly, the taxable REIT subsidiary is subject to federal and state income taxes on taxable income generated from the operation of The Landing. The pro forma adjustment reflects the estimated income tax expense that would have been recognized by the taxable REIT subsidiary for the applicable period presented after giving effect to the acquisition as if it had occurred on January 1, 2025.
(G) Represents the pro forma portion of net loss attributable to noncontrolling interests.
(H) Pro forma basic and diluted earnings per share were computed using the historical weighted-average common shares outstanding of Chiron Real Estate Inc. because no equity securities were issued in connection with The Landing and The Riviera acquisitions. Accordingly, the pro forma adjustments affect only the numerator used in the earnings-per-share calculation.
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