XRN 10-K & 10-Q changes, risk factors and insider trading

The inability of any of our significant tenants to pay rent to us could have a disproportionate negative affecteffect on our business.

Our revenues are generated by our leases, which are typically medium-to-long-term leases with fixed rental rates, subject to annual rent escalators. The unhedged portion of our debt under our Third Amended and Restated Credit Facility debt(the “Credit Facility”) is subject to SOFR,the secured overnight financing rate (“SOFR”), which has increased substantially sincebeginning in early 2022 and remained elevated through the first half of 2025, before beginning to decline during 2024.the second half of 2025. The generally fixed nature of revenues and the variable rate of our debt obligations create interest rate risk for us. Increases in interest rates have not been matched by increases in our rental income, which has increased our expenses and has materially, adversely affected our business, financial condition, results of operations and the trading price of our common and preferred stock. Further increases in interest rates may exacerbate the aforementioned effects and have a material, adverse effect on our ability to make distributions to our stockholders.

On January 11, 2025, our tenant, Prospect Medical Group (“Prospect”), filed for Chapter 11 bankruptcy reorganization. As of JanuaryDecember 11,31, 2025, the Prospect bankruptcy was still ongoing and Prospect owed us approximately $2.4$0.2 million related to leases at three of our healthcare facilities, including $2.2 million related to our facility in Eastpre-and Orange,post-petition Newrents Jersey.and other amounts. As of February 26,20, 2025,2026, Prospect had notfiled yeta decidednotice ifof itlease wasrejection goingwith respect to acceptits or reject itsremaining leases with us. If ProspectProspect’s rejects anynotice of itslease leasesrejection withis us,approved by the court, we would have a general unsecured claim with respect to amounts owed under any rejected lease.

We have significant geographic concentration in a small number of states, including Texas, Florida, Ohio, Arizona, Pennsylvania, Illinois, Arizona, and Michigan.Illinois. Economic and other conditions that negatively affect those states and our tenants in those states could have a greater effect on our revenues than if our properties were more geographically diverse.

As of December 31, 2024,2025, approximately 16%,17.0%, 12%,10.9%, 9%,8.0%, 7%,7.4%, 6%, 6%,6.5%, and 5%5.1% of our total annualized base rent was derived from properties located in Texas, Florida, Ohio, Arizona, Pennsylvania, Illinois, Arizona and Michigan,Illinois, respectively. As a result of this geographic concentration, we are particularly exposed to downturns in these states’ economies or other changes in local real estate market conditions. Any material changes in the current payment programs or regulatory, economic, environmental or competitive conditions in these states could have an amplified effect on our business, financial condition and results of operations, our ability to make distributions to our stockholders and the trading price of our common and preferred stock than if our properties were more geographically diverse.

OnAs Decemberof February 20, 2024,2026, we enteredhave into atwo joint venture to purchase two healthcare facilities,ventures, and we may enter into other joint ventures in the future. Our participation in joint ventures is subject to risks that may not be present with other methods of ownership, including:

In addition, in some instances, our joint venture partnerpartners will have the right to cause us to sell our interest, or acquire their interest, at a time when we otherwise would not have initiated such a transaction. Our ability to acquire our partner’s interest will be limited if we lack sufficient capital resources. This could require us to sell our interest in the joint venture when we might otherwise prefer to retain it. Any of the foregoing risks could materially adversely affect our business, financial condition, results of operations, our ability to pay distributions to our stockholders and the trading price of our common and preferred stock.

As of December 31, 2024,2025, we had seven12 buildings located on land that is subject to operating ground leases, representing approximately 4.5%9.6% of our December 20242025 annualized base rent. These ground leases contain certain restrictions. These restrictions include limits on our ability to re-let the facilities, rights of purchase and rights of first offer and refusal with respect to sales of the healthcare facility and limits on the types of medical procedures that may be performed at the facilities. These restrictions could affect our returns on these facilities which, in turn, could materially adversely affect our business, financial condition and results of operations, our ability to make distributions to our stockholders and the trading price of our common and preferred stock.

We use derivative instruments to hedge exposure to changes in interest rates on certain of our variable rate loans. As of December 31, 2024,2025, we had nine16 interest rate swap agreements (including forward-starting interest rate swaps) with a total notional amount of $500 million that fixed the SOFR component of the interest rate on oureach Term Loan A andof the $150 million term loan componentcomponents under our Credit Facility (“Term Loan B,” and, together with Term Loan A, the “Term Loans”).Facility. There is no assurance that our hedging instruments will adequately mitigate our interest rate risk or that our hedging strategy will not result in losses. Additionally, a hedging counterparty may fail to honor its obligations to us. If our interest rate hedges are unsuccessful in mitigating our interest rate risk, or if a hedging counterparty fails to honor its obligations to us, our borrowing costs would increase, which could, among other things, increase our cost of capital and decrease our earnings, liquidity, cash available to make distributions to our stockholders and the trading price of our common and preferred stock.

As of December 31, 2024,2025, we had $646.1$653.9 million of indebtedness outstanding (net of unamortized debt issuance costs). We may also place indebtedness on our healthcare facilities in the future. We run the risk of being unable to refinance such debt (including our Credit Facility debt, portions of which are set to mature during 2026) when the loans come due or of being unable to refinance on favorable terms. If interest rates are higher when we refinance debt, our income could be reduced. We may be unable to refinance debt at appropriate times, which may require us to sell healthcare facilities on terms that are not advantageous to us or could result in the foreclosure of such healthcare facilities. Any of these events could have a material adverse effect on our business, financial condition, results of operations, our ability to make distributions to our stockholders and the trading price of our common and preferred stock.

Sources of revenue for our tenants typically include the U.S. federal Medicare program, state Medicaid programs and private insurance payors. Healthcare providers continue to face increased government and private payor pressure to control or reduce healthcare costs and significant reductions in healthcare reimbursement, including reduced reimbursements and changes to payment methodologies under the Affordable Care Act. Beginning on January 1, 2026, premium tax credits that were intended to assist certain participants in purchasing health insurance expired, which could result in significant premium increases for these participants. In Janaury 2026, CMS announced proposed rate increases for 2027 to Medicare Advantage health plans of less than a tenth of a percent, which was less than market expectations. If finalized, this modest rate increase could result in benefit cuts or higher premiums for Medicare Advantage participants. In some cases, private insurers rely on all or portions of the Medicare payment systems to determine payment rates, which may result in decreased reimbursement from private insurers. Any reductions in payments or reimbursements from third-party payors could adversely affect the reimbursement rates received by our tenants, the financial success of our tenants and strategic partners and, therefore, our business, financial condition and results of operations, our ability to make distributions to our stockholders and the trading price of our common and preferred stock.

We periodically evaluate our real estate investments and other assets for impairment indicators. The judgment regarding the existence of impairment indicators is based upon factors such as market conditions, lease re-negotiations, tenant performance and legal structure. For example, the termination of a lease by a major tenant or an agreement to sell a property at a price below its book value may lead to an impairment charge. If we determine that an impairment has occurred, we would be required to make an adjustment to the net carrying value of the asset which could have a material adverse effect on our business, financial condition, results of operations and the trading price of our common and preferred stock. During the fourthyear quarterended ofDecember 2024,31, 2025, we incurred an impairment chargecharges of $1.7$13.0 million inrelated connectionto with onetwo of our healthcare facilities.

Any future distributions will be at the sole discretion of the Board and will depend upon a number of factors, including our actual and projected results of operations, the cash flow generated by our operations, funds from operationsoperations, Core FFO (“FFO”),formerly adjusted FFO (“AFFO”), funds available for distribution, liquidity, our operating expenses, our debt service requirements, capital expenditure requirements for the properties in our portfolio, prohibitions and other limitations under our financing arrangements, our REIT taxable income, the annual REIT distribution requirements, restrictions on making distributions under Maryland law and such other factors as the Board deems relevant. We cannot assure you that our distribution policy will not change in the future or that the Board will continue to declare dividends at the same rate as in 2024.2025.

For us to qualify as a REIT, no more than 50% of the value of our outstanding shares of stock may be owned, beneficially or constructively, by five or fewer individuals at any time during the last half of each taxable year other than our initial REIT taxable year. Subject to certain exceptions, our charter prohibits any stockholder from owning actually or constructively more than 9.8% in value or number of shares, whichever is more restrictive, of any class or series of our outstanding shares. The constructive ownership rules under the Internal Revenue Code of 1986, as amended (the “Code”), are complex and may cause the outstanding shares owned by a group of related individuals or entities to be deemed to be constructively owned by one individual or entity. As a result, the acquisition of less than 9.8% of our outstanding shares of any class or series by an individual or entity could cause that individual or entity to own constructively in excess of 9.8% of any class or series of our outstanding beneficial interests and to be subject to our charter’s ownership limit. Our charter also prohibits any person from owning shares of our beneficial interests that would result in our being “closely held” under Section 856(h) of the Code or otherwise cause us to fail to qualify as a REIT. Any attempt to own or transfer shares of our beneficial interest in violation of these restrictions may result in the shares being automatically transferred to a charitable trust or may be void.

Our success depends to a significant degree upon our executive officers and other key personnel. We rely on the services of JeffreyMark Busch,Decker, our Chief Executive Officer and ChairmanPresident of the BoardCompany; Robert Kiernan, our Chief Financial Officer; Alfonzo Leon, our Chief Investment Officer; Danica Holley, our Chief Operating Officer; and Jamie Barber, our Secretary and General Counsel, to manage our operations. Additionally, we rely on several other key personnel to manage our day-to-day operations, including accounting and finance staff, acquisition and due diligence personnel, asset managers and facilities personnel. We cannot guarantee that all, or any one of these key personnel, will remain affiliated with us, especially given the current tightness of the U.S. labor market, nor do we maintain key person life insurance on any person. Our failure to retain key employees and retain highly skilled managerial and operational personnel, could have a material adverse effect on our business, financial condition, results of operations, our ability to make distributions to our stockholders and the trading price of our common and preferred stock.

If we fail to qualify as a REIT in any taxable year, we will face serious tax consequences that will substantially reduce the funds available for distributions to our stockholders because we would not be allowed a deduction for dividends paid to stockholders in computing our taxable income and would be subject to U.S. federal income tax at regular corporate rates;:

If a TRS lessee failed to qualify as a TRS or the facility operators engaged by a TRS lessee did not qualify as “eligible independent contractors,” we wouldcould fail to qualify as a REIT and would be subject to higher taxes and have less cash available for distribution to our stockholders.

Additionally, if the facility operators engaged by a TRS lessee do not qualify as “eligible independent contractors,” we wouldcould fail to qualify as a REIT. Each of the facility operators that would enter into a management contract with any TRS lessee must qualify as an “eligible independent contractor” under the REIT rules in order for the rent paid to us by such a TRS lessee to be qualifying income for purposes of the REIT gross income tests. Among other requirements, to qualify as an “eligible independent contractor,” a facility operator must not own, directly or indirectly, more than 35% of our outstanding shares and no person or group of persons can own more than 35% of our outstanding shares and the ownership interests of the facility operator, taking into account certain ownership attribution rules. The ownership attribution rules that apply for purposes of these 35% thresholds are complex. Although we would monitor ownership of our shares of common stock by any facility operators and their owners, there can be no assurance that these ownership levels will not be exceeded.

The maximum U.S. federal income tax rate applicable to “qualified dividend income” payable to U.S. stockholders that are taxed at individual rates is 20% (plus the 3.8% surtax on net investment income, if applicable). Dividends payable by REITs, however, generally are not eligible for the reduced rates on qualified dividend income. Rather, ordinary REIT dividends constitute “qualified business income” and thus a 20% deduction is available to individual taxpayers with respect to such dividends, resulting in a 29.6% maximum U.S. federal income tax rate (plus the 3.8% surtax on net investment income, if applicable) for individual U.S. stockholders. To qualify for this deduction, the stockholder receiving such dividends must hold the dividend-paying REIT stock for at least 46 days (taking into account certain special holding period rules) of the 91-day period beginning 45 days before the stock became ex-dividend and cannot be under an obligation to make related payments with respect to a position in substantially similar or related property. Without further legislative action, the 20% deduction applicable to ordinary REIT dividends will expire on January 1, 2026. The more favorable rates applicable to regular corporate qualified dividends could cause investors who are taxed at individual rates to perceive investments in REITs to be relatively less attractive than investments in the stock of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our common and preferred stock.

GlobalChiron MedicalReal REITEstate Inc. (the “Company,” “us,” “we,” or “our”) is a Maryland corporation and internally managed REIT that primarily acquires healthcare facilities and leases those facilitiesleased to physician groups and regional and national healthcare systems. We hold our facilities and conduct our operations through a Delaware limited partnership subsidiary, GlobalChiron MedicalReal REITEstate L.P.LP (the “Operating Partnership”). Our wholly owned subsidiary, GlobalChiron MedicalReal REITEstate GP LLC, is the sole general partner of our Operating PartnershipPartnership. and, asAs of December 31, 2024,2025, we owned 92.6%92.0% of the outstanding common operating partnership units (“OP Units”) of our Operating Partnership,, with an aggregate of 7.4% of the Operatingremaining Partnership8.0% owned by holders of long-term incentive plan units (“LTIP Units”) and third-party limited partners who contributed properties or services to the Operating Partnership in exchange for OP Units. On February 23, 2026, the Company changed its name from Global Medical REIT Inc. to Chiron Real Estate Inc.

Our revenues are derived from the rental and operating expense reimbursement payments we receive from our tenants, and most of our leases are medium to long-term triple net leases with contractual rent escalation provisions. Our primary expenses are depreciation, interest, and general and administrative expenses. We finance our acquisitions with a mixture of debt and equity primarily from our cash from operations, borrowings under our SecondThird Amended and Restated Credit Facility (the “Credit Facility”), and stock issuances.

As of December 31, 2024,2025, ourwe portfoliohad consistedgross investments of grossapproximately investment$1.5 billion in real estateestate, consisting of $1.5189 billion,buildings with an aggregate of 4.8approximately 5.1 million leasable square feet and anapproximately aggregate $110$118.8 million of annualized base rent. This data does not include amounts for properties held in our unconsolidated joint venture.

Debt2025 Investment Activity

Chapter 11 BankruptcyReorganization Filing of ProspectWhite Rock Medical GroupCenter, LLC

All of our facility acquisitions for the years ended December 31, 20242025 and 20232024 were accounted for as asset acquisitions because substantially all of the fair value of the gross assets that we acquired were concentrated in a single asset or group of similar identifiable assets. Accordingly, the purchase prices of acquired tangible and intangible assets and liabilities were recorded and allocated at fair value on a relative basis. The recorded allocations are based on estimated cash flow projections of the properties acquired, which incorporates discount, capitalization and interest rates as well as available comparable market information. We use considerable judgement in our estimates of cash flow projections, discount, capitalization and interest rates, fair market lease rates, carrying costs during hypothetical expected lease-up periods, and costs to execute similar leases.

While our methodology for purchase price allocations did not change during the year ended December 31, 2024,2025, the real estate market is fluidfluid, and our assumptions are based on information currently available in the market at the time of acquisition. Significant increases or decreases in these key estimates, particularly with regards to cash flow projections and discount and capitalization rates, would result in a significantly lower or higher fair value allocated to acquired tangible and intangible assets and liabilities.

Total revenue for the year ended December 31, 20242025 was $138.8$148.2 million, compared to $141.0$138.8 million for the same period in 2023,2024, aan decreaseincrease of $2.2$9.4 million. The decreaseincrease primarily resulted from the full yearnet impact of threeacquisitions propertyand dispositions that were completed during the year ended December 31, 20232024 and the impact from seven property dispositions that were completed during the year ended December 31, 2024, partially offset by the impact of 15 properties that were acquired in 2024.2025. Within that decrease,increase, $19.4$2.4 million represents an increase in revenue was recognized from net lease expense recoveries duringin the year ended December 31, 2024,2025 compared to $19.5 million for the same period in 2023.2024.

General and administrative expenses for the year ended December 31, 20242025 were $21.1$20.0 million, compared to $16.9$21.1 million for the same period in 2023,2024, ana increasedecrease of $4.2$1.1 million. The increasedecrease primarily resulted from $3.2 million that was expensed in 2024 related to cash severance costs owed to Mr. Jeffery Busch, our Chairman andformer Chief Executive Officer, pursuant to the Transition and Separationa Agreement and General Release of Claims, dated January 8, 2025, by and among the Company, Inter-American Management LLC and Mr. Busch, and an increasedecrease in non-cash LTIP compensation expense, which was $5.1$4.5 million for the year ended December 31, 2024,2025, compared to $4.2$5.1 million for the same period in 2023.2024.

Operating expenses for the year ended December 31, 20242025, were $29.3$32.6 million, compared with $28.1$29.3 million for the same period in 2023,2024, an increase of $1.2$3.3 million. WhileThe increase primarily resulted from the increase compared to 2023 was not significant, the increase relative to revenue reflects thenet impact of tenants placed on cash basis accounting in the fourth quarter of 2023acquisitions and thedispositions secondduring quarter2024 ofand 2024, partially offset by a net reduction in costs at other properties.2025. Included in these amounts were $19.4$21.8 million of recoverable property operating expenses incurred during the year ended December 31, 2024,2025, compared to $19.5$19.4 million for the same period in 2023.2024. In addition, our operating expenses included $5.7$6.3 million of non-recoverable property operating expenses from gross leases for the year ended December 31, 2024,2025, compared to $5.9$5.7 million for the same period in 2023.2024.

Depreciation expense for the year ended December 31, 20242025 was $40.4$44.0 million, compared to $41.3$40.4 million for the same period in 2023,2024, aan decreaseincrease of $0.9$3.6 million. The decreaseincrease primarily resulted from the full yearnet impact of threeacquisitions propertyand dispositions that were completed during the year ended December 31, 20232024 and the2025. impactThis from seven property dispositions that were completed during the year ended December 31, 2024,was partially offset by thea impact of 15 properties that were acquireddecrease in 2024.our existing portfolio due to fully depreciated tenant improvements.

Amortization expense for the year ended December 31, 20242025 was $14.9$15.0 million, compared to $16.9$14.9 million for the same period in 2023,2024, aan decreaseincrease of $2.0$0.1 million. The decreaseincrease primarily resulted from the full yearnet impact of threeacquisitions propertyand dispositions that were completed during the year ended December 31, 20232024 and the2025. impactThis from seven property dispositions that were completed during the year ended December 31, 2024,was partially offset by thea impact of 15 properties that were acquireddecrease in 2024.our existing portfolio due to fully amortized lease intangibles.

Interest expense for the year ended December 31, 20242025 was $28.7$31.8 million, compared to $30.9$28.7 million for the same period in 2023,2024, aan decreaseincrease of $2.2$3.1 million. This decreaseincrease was due to lowerhigher interest rates and lower averagenet borrowings on the credit facility during the year ended December 31, 2024,2025, compared to the same period in 2023.2024.

The weighted average interest rate of our debt for the year ended December 31, 20242025 was 3.94%3.98% compared to 4.12%3.94% in 2023.2024. Additionally, the weighted average interest rate and term of our debt was 3.74% and 4.1 years, respectively, at December 31, 2025, compared to 3.75% and 2.0 years, respectively, at December 31, 2024.

Income before other income (expense) for the year ended December 31, 20242025 was $4.2$4.8 million, compared to $7.0$4.2 million for the same period in 2023,2024, aan decreaseincrease of $2.8$0.6 million.

Impairment of Investment PropertyProperties

NetEquity incomeloss from the unconsolidated Joint Venture for the year ended December 31, 20242025 was $6.7$150 millionthousand compared to $21.7$20 millionthousand for the same period in 2023,2024, aan decreaseincrease of $15.0$130 million.thousand.

As of December 31, 20242025 and 2023,2024, our principal assets consisted of investments in real estate, net, of $1.2 billion. We completed thefive acquisition of a 15-property portfolioacquisitions and completed seven disposition transactionsdispositions during the year ended December 31, 2024.2025. Our liquid assets consisted primarily of cash and cash equivalents and restricted cash of $8.9$11.9 million and $6.7$8.9 million, as of December 31, 20242025 and 2023,2024, respectively.

The increase in our cash and cash equivalents and restricted cash balances of $11.9 million as of December 31, 2025, compared to $8.9 million as of December 31, 2024, compared to $6.7 million as of December 31, 2023, was primarily due to net cashborrowings providedon byour operatingCredit activities,Facility, net proceeds received from the sale of shares of our Series B preferred stock, net proceeds received from the sale of investment properties, net borrowings on our Credit Facility, and net proceedscash receivedprovided fromby ATMoperating equity issuances,activities, partially offset by funds used to acquire investment properties, the payment of dividends to our common and preferred stockholders andas well as holders of OP Units and LTIP Units, funds used to repurchase common stock, funds used to repay notes payable, and funds used for capital expenditures on existing real estate investments and leasing commissions, the repayment of notes payable, and funds we invested in an unconsolidated joint venture.commissions.

If we acquire the Riviera and the Landing, we plan to establish a new SHOP segment. ThisOur SHOP segment may expose us to various operational risks, liabilities and claims that could adversely affect our ability to generate revenues or increase our costs and could adversely affect our business, financial condition and results of operations.

Under the REIT tax rules, the senior housing communities in our potential SHOP segment that are “qualified healthcare properties” generally must be operated and managed for us by third-party managers and we have limited rights to direct or influence the business or operations of those communities. We expect that bothBoth our qualified and non-qualified healthcare properties in our SHOP segment will beare managed or sub-managed by third-party managers. However, in each case, we will nonetheless participate directly in the financial performance of the communities’ operations and will beare ultimately responsible for all operational risks and other liabilities of such properties, other than those arising out of certain actions by our managers, such as gross negligence, fraud or willful misconduct. These risks include, and our financial performance will beis impacted by, among other things, fluctuations in occupancy levels, the inability to charge desirable resident fees (including anticipated increases in those fees), increases in the cost of food, supplies, energy, labor (as a result of labor shortages, unionization, inflation or otherwise) or other services, rent control regulations, national and regional economic conditions, the imposition of new or increased taxes, capital expenditure requirements, changes in management or equity, accounting misstatements, professional and general liability claims, litigation and regulatory actions and the availability and cost of insurance. Additionally, new or smaller third-party managers may have less experience in managing these senior housing communities and may require more oversight or attention. Any one or a combination of these factors could impact the performance of our potential SHOP segment, which could adversely affect our business, financial condition and results of operations.

Our inability to renew our management agreements with our potential SHOP managers and sub-managers on as favorable terms or at all, and our inability when necessary, to effectively and efficiently transition a SHOP community to a new manager or sub-manager, may have an adverse effect on our business, financial condition and results of operations.

IfWe we establish a SHOP segment, we will beare party to management agreements with our SHOP managers and sub-managers. While our management and sub-management agreements may be renewed, either pursuant to pre-negotiated renewal rights or through negotiation, there can be no assurance that our managers or sub-managers will renew with us. Even if a manager or sub-manager renews its agreement with us, we cannot assure you that the renewals will be on favorable terms. This risk may be exacerbated if market conditions at the time of the renewal are not as favorable as they were at the time the agreement was initially entered into or if the manager or sub-manager is subject to financial or operational difficulties.

Our management and sub-management agreements will provide us and our managers and sub-managers with termination rights in certain circumstances. If our management or sub-management agreements are not renewed or are otherwise terminated, we may attempt to transition those properties to one or more managers or sub-managers or reposition those properties for an alternative use. We may not be successful in identifying suitable replacements or entering into management or sub-management agreements or other arrangements with new managers or sub-managers on a timely basis or on terms as favorable to us as our current management or sub-management agreements, if at all.

If we establish a SHOP segment, significantSignificant legal or regulatory proceedings could subject us or our managers or sub-managers to increased operating costs and substantial uninsured liabilities, which could adversely affect our or their liquidity, financial condition and results of operations.

If we establish a SHOP segment, fromFrom time to time, we or our managers or sub-managers may be subject to lawsuits, investigations, claims and other legal or regulatory proceedings arising out of our or their alleged actions or inactions. Also, in certain circumstances, regardless of whether we are a named party in a lawsuit, investigation, claim or other legal or regulatory proceeding, we may be contractually obligated to indemnify, defend and hold harmless our managers, sub-managers and other third parties against, or may otherwise be responsible for such actions, proceedings or claims. These claims may include, among other things, professional liability and general liability claims, commercial liability claims, unfair business practices claims, class action claims, employment-related claims, as well as regulatory proceedings, including proceedings related to our SHOP segment, where we are typically the holder of the applicable healthcare license. In addition, some of our properties may be in states in which the litigation environment may pose a significant business risk to us.

In our potential operating assets, we will be generally responsible for all liabilities of the properties, including any lawsuits, investigations, claims and other legal or regulatory proceedings, other than those arising out of certain limited actions by our managers or sub-managers, such as those caused by gross negligence, fraud or willful misconduct. As a result, we will have exposure to, among other things, professional and general liability claims, employment-related claims and the associated litigation and other costs related to defending and resolving such claims, some of which may be uninsured, either as a result of insufficient coverage or unavailability of coverage at a reasonable price.

If we establish a SHOP segment, eventsEvents that adversely affect the ability of seniors and their families to afford resident fees at our seniors housing facilities could cause our occupancy rates, revenues and results of operations to decline.

If we establish a SHOP segment, ourOur ability to lease certain of our potential seniors housing facilities to our TRS lessee will be limited by the ability of those seniors housing facilities to qualify as “qualified healthcare properties.”

If we establish a SHOP segment, we mayWe lease certain of our seniors housing facilities to our TRS lessee, which would contractcontracts with managers to manage the healthcare operations at those facilities. Our ability to use this TRS lessee structure may be limited by the ability of those seniors housing facilities to qualify as “qualified healthcare properties” and the ability of the managers who our TRS lessee engages to manage the “qualified healthcare properties” to qualify as “eligible independent contractors.”

If we establish a SHOP segment and our TRS lessee failed to qualify as a TRS or the facility managers engaged by our TRS lessee do not qualify as “eligible independent contractors,” we could fail to qualify as a REIT and could be subject to higher taxes.

Rent paid by a lessee that is a “related party tenant” of ours will not be qualifying income for purposes of the two gross income tests applicable to REITs. If we establish a SHOP segment, we mayWe lease certain of our potential seniors housing facilities that qualify as “qualified healthcare properties” to our TRS lessee. So long as our TRS lessee qualifies as a TRS, it will not be treated as a “related party tenant” with respect to our “qualified healthcare properties” that are managed by an independent facility manager that qualifies as an “eligible independent contractor.” We expect that our TRS lessee will qualify to be treated as a TRS for U.S. federal income tax purposes, but there can be no assurance that the IRS will not challenge the status of our TRS lessee for U.S. federal income tax purposes or that a court would not sustain such a challenge. If the IRS were successful in disqualifying our TRS lessee from treatment as a TRS, we could fail to meet the asset tests applicable to REITs and we could fail to satisfy the gross income tests. If we failed to meet either the asset or gross income tests, we could lose our REIT qualification for U.S. federal income tax purposes unless we qualified for application of statutory savings provisions.

If we establish a SHOP segment, theThe ability of our TRSs to manage certain of our potential independent living facilities will be dependent on such facilities not constituting “qualified healthcare properties.”

If we establish a SHOP segment, we plan toWe engage TRSs to manage certain of our independent living facilities. Our ability to utilize TRSs in such a role depends on those independent living facilities not constituting “qualified healthcare properties” within the meaning of the U.S. federal income tax rules applicable to REITs. While we believe that such independent living facilities are not “qualified healthcare properties,” if the IRS challenged such belief and a court sustained such a challenge, our income from the properties could fail to qualify as rents from real property for purposes of the REIT gross income tests, and as a result we could fail to qualify as a REIT.

This Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). In particular, statements pertaining to our investment in our Series C Preferred Stock or the terms of the investment agreement by Maewyn Capital Partners and its affiliates, future Board composition, trends, liquidity, capital resources, future dividends, andpending acquisitions, potential sales, the healthcare industry andindustry, the healthcare real estate markets and opportunity,seniors housing opportunities, among others, contain forward-looking statements. You can identify forward-looking statements by the use of forward-looking terminology including, but not limited to, “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.

ChironThe RealCompany Estateholds Inc. (the “Company,” “us,” “we,” or “our”) is a Maryland corporation and internally managed REIT that acquires (i) healthcare facilities leased to physician groups and regional and national healthcare systems and (ii) seniors housing communities. We hold ourits facilities and conductconducts ourits operations through a Delaware limited partnership subsidiary, Chiron Real Estate LP (the “Operating Partnership”). OurThe Company serves as the sole general partner of the Operating Partnership through a wholly owned subsidiary,subsidiary of the Company, Chiron Real Estate GP LLC, isa Delaware limited liability company. As of June 30, 2026, the sole general partner of our Operating Partnership and, as of March 31, 2026, weCompany owned 91.4%91.3% of the outstanding common operating partnership units (“OP Units”), with the remaining 8.6%8.7% owned by holders of long-term incentive plan units (“LTIP Units”) and third-party limited partners who contributed properties or services to the Operating Partnership in exchange for OP Units.

Our revenues are derived from the rental and operating expense reimbursement payments we receive from our tenants, and most of our leases are medium to long-term triple net leases with contractual rent escalation provisions. We also derive revenue from resident agreements at our SHOP communities. Our primary expenses are depreciation, interest, property operating and general and administrative expenses. We finance our acquisitions with a mixture of debt and equity primarily from our cash from operations, borrowings under our Credit Facility, and stock issuances.

OurWe have expanded our business strategy is to investfocus primarily on investments in healthcareseniors propertieshousing communities that provide an attractive rate of return relative to our cost of capital and are operatedin byattractive profitablemarkets physicianwith groups,favorable regionaldemographic or national healthcare systems or combinations thereof.trends. We believe thisthese strategyasset allowsclasses usare well positioned to attainbenefit from the growing needs of an aging population and support our goals of providing stockholders with (i) attractive dividends and (ii) stock price appreciation. ToWe implementare thisfocused strategy,on wetransitioning seekour asset base from one historically concentrated in outpatient medical facilities to invest:one more heavily weighted toward seniors housing communities.

Most of our legacy healthcare facilities are leased to single-tenantssingle tenants under triple-net leases. Our portfolio also contains some multi-tenant properties with gross lease or modified gross lease structures. In addition, aswe own SHOP communities from which we derive revenue from resident agreements. As of MarchJune 31,30, 2026, we also had an interest in twofour unconsolidated joint ventures that own or are developing healthcare and active adult facilities.

As of MarchJune 31,30, 2026, we had gross investments of approximately $1.5$1.6 billion in real estate, consisting of 189182 buildingshealthcare facilities, primarily outpatient medical facilities, with an aggregate of approximately 5.14.6 million leasable square feetfeet, and approximately2 $118.2SHOP millioncommunities, with an aggregate of annualized292 base rent.homes. This data does not include amounts for properties held in our unconsolidated joint ventures.

On January 6, 2026, the Company entered into a joint venture with a developer to facilitate the development of a 132-unit,132-home, active adult residential community in a suburb of Minneapolis, Minnesota (the “Maple Grove Active Adult Joint Venture”). We invested $7.1 million for a 49% equity interest in the Maple Grove Active Adult Joint Venture, with the developer retaining a 51% interest. The Maple Grove Active Adult Joint Venture entered into a construction loan with a principal balance of $31.0 million.million, of which $10.1 million was drawn on as of June 30, 2026. The developer is serving as the managing member of the Maple Grove Active Adult Joint Venture. We account for our interest in the Maple Grove Active Adult Joint Venture using the equity method of accounting.

On January 20, 2026, White Rock Medical Center LLC, filed for Chapter 11 bankruptcy protection under the United States Bankruptcy Code. At the time of its bankruptcy filing, White Rock operated two hospitals in Texas, including the White Rock Medical Center in Dallas, Texas, an acute-care hospital owned by the Company where White Rock is the sole tenant and has been operating the hospital since October 2023. There are 12 years remaining on this lease. According to the filed bankruptcy documents, the primary reason for the bankruptcy is a dispute with the former operator of the facility related to amounts due to the former operator. Accordingly White Rock plans to (i) restructure indebtedness related to its purchase of the hospital operations at the White Rock Medical Center and a related transition services agreement and (ii) sell its hospital operations to a third party, with the goal of stabilizing its operations and maximizing value to its stakeholders. As a means of assisting White Rock in its stabilization efforts, the Company has funded annual property tax obligations due under the lease and accepted reduced monthly payments. As of MayAugust 5,3, 2026, the Company has a receivable balance, net of security deposits, of approximately $1.5$1.7 million (exclusive of late fees and interest thereon). AlthoughOn weJuly expect10, 2026, White Rock tofiled affirmits Second Plan of Reorganization where it indicated that it plans on affirming our lease as part of its reorganization plan,plan. asAlthough ofWhite MayRock 5,indicated 2026,that noit reorganizationintends planon hasaffirming beenour filed with the courts andlease, there can be no assurance that White Rock will not change its plan to affirm its lease with us or that we will receive any amounts owed to us.

The preparation of financial statements in conformity with GAAP requires our management to use judgment in the application of accounting policies, including making estimates and assumptions. We base estimates on the best information available to us at the time, our experience and on various other assumptions believed to be reasonable under the circumstances. These estimates affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting would have been applied, resulting in a different presentation of our financial statements. From time to time, we re-evaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. Please refer to our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the CommissionSEC on March 2, 2026, for further information regarding the critical accounting policies that affect our more significant estimates and judgments used in the preparation of our condensed consolidated financial statements included in Part I, Item 1 of this Report.

Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025

Total revenue for the three months ended MarchJune 31,30, 2026 was $38.1$39.7 million, compared to $34.6$38.0 million for the same period in 2025, representing an increase of $3.5$1.7 million. The increase was primarily driven by rental$1.8 revenue from properties acquired after March 31, 2025, as well as the recognitionmillion of aresident fullfees threeand monthsservices of rental revenue in 2026 from acquisitions completedrecognized during the threeone-month monthsperiod endedthat Marchwe 31,owned 2025.the Landing and the Riviera. These increases, together with growth in our existing portfolio,increases were partially offset by the impact of dispositions completed during the2026 sameand period.2025. Within thattotal increase,revenue, $6.3$5.6 million in revenue was recognized from net lease expense recoveries during the three months ended MarchJune 31,30, 2026, compared to $5.2$5.4 million for the same period in 2025.

General and administrative expenses for the three months ended MarchJune 31,30, 2026 were $5.1$5.2 million, compared to $3.6$6.0 million for the same period in 2025, ana increasedecrease of $1.5$0.8 million. The increasedecrease was primarily driven by ana increasedecrease in professional fees of $0.4 million, non-cash LTIP compensation expense of $1.1 million, other compensation and benefits of $0.2$0.3 million, and general corporate expenses of $0.2$0.1 million.

Operating expenses for the three months ended MarchJune 31,30, 2026 were $9.3$10.0 million, compared to $7.6$8.2 million for the same period in 2025, an increase of $1.7$1.8 million. The increase was primarily attributable to portfolio$1.6 growth, including operating expenses from facilities acquired after March 31, 2025 and the inclusion of a full three monthsmillion of operating expenses inrelated 2026to the Landing and the Riviera for acquisitionsthe completedone-month period that we owned these properties during the three months ended MarchJune 31,30, 2025.2026. Operating expenses in the existing portfolio also increased,increased by $0.4 million, reflecting higher property‑level costs year over year.year-over-year. These increases were partially offset by the impact of dispositions completed during the2026 sameand period.2025. Included in these amounts were $6.3$5.6 million of recoverable property operating expenses incurred during the three months ended MarchJune 31,30, 2026, compared to $5.2$5.4 million for the same period in 2025.

Depreciation expense for the three months ended MarchJune 31,30, 2026 was $11.1$11.4 million, compared to $10.3$11.3 million for the same period in 2025, an increase of $0.8$0.1 million. The increase was primarily driven by properties acquired after March 31, 2025, as well as the recognition of a full three months of depreciation expense inour 2026 from acquisitions completed during the three months ended March 31, 2025,acquisitions, partially offset by the impact of dispositions completed during that2026 sameand period.2025.

Amortization expense for the three months ended MarchJune 31,30, 2026 was $3.7$3.8 million, compared to $3.5$4.0 million for the same period in 2025, ana increasedecrease of $0.2 million. The increasedecrease was primarily driven by properties acquired after March 31, 2025, as well as the recognition of a full three months of amortization expense in 2026 from acquisitions completed during the three months ended March 31, 2025, partially offset by dispositions and decreases on the existing portfolio during that same period.

Interest expense for the three months ended MarchJune 31,30, 2026 was $7.2$8.8 million, compared to $7.2$8.0 million for the same period in 2025.2025, Whilean ratesincrease declinedof from$0.8 2025million. toThe 2026, the decrease in interest expenseincrease was partially offsetdriven by increaseshigher dueinterest rates resulting from the expiration in April 2026 of the prior interest rate swaps on our Term Loan A and the replacement of those swaps with new interest rate swaps on the Term Loan A tranches that fix the SOFR component of the applicable interest rate at higher rates than the prior swaps. The increase was also partially attributable to higher average borrowings during the three months ended MarchJune 31,30, 2026,2026 compared to the same period in 2025.

The weighted average interest rate of our debt for the three months ended MarchJune 31,30, 2026 was 3.72%4.32% compared to 3.83%4.03% for the same period in 2025. Additionally, the weighted average interest rate and term of our debt was 3.58%4.56% and 3.93.6 years, respectively, at MarchJune 31,30, 2026, compared to 3.84%4.09% and 1.81.6 years, respectively, at MarchJune 31,30, 2025.

Income before other income (expense) for the three months ended MarchJune 31,30, 2026 was $1.7$0.4 million, compared to $2.4$0.4 million for the same period in 2025, a decrease of $0.7 million.2025.

During the three months ended MarchJune 31,30, 2026, we hadrecognized noa propertygain dispositions.on sale of investment properties of $71.9 million related to properties sold in connection with the establishment of the IRF Joint Venture. During the three months ended MarchJune 31,30, 2025, we completed twoone dispositionsdisposition resultingrecognizing in an aggregatea gain on sale of $1.4investment properties of $0.2 million.

Equity Loss from Unconsolidated Joint Ventures for the three months ended MarchJune 31,30, 2026 was $11$10 thousand, compared to $40$50 thousand for the same period in 2025, a decrease of $29$40 thousand.