8-K current report · filed Jun 2, 2026

Chiron Real Estate Inc. (XRN) 8-K Current Report: June 2, 2026

Item 1.01Item 2.01Item 2.03Item 3.02Item 3.03Item 5.03XRN overviewOriginal on SEC EDGAR

Short answer

Chiron Real Estate Inc. (XRN) filed an 8-K current report with the SEC on June 2, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 2.01 (Completion of Acquisition or Disposition of Assets), Item 2.03 (Creation of a Direct Financial Obligation), Item 3.02 (Unregistered Sales of Equity Securities), Item 3.03 (Material Modification to Rights of Security Holders), Item 5.03 (Amendments to Articles of Incorporation or Bylaws). New Series C Convertible Preferred Units created within Chiron Real Estate LP.

Chiron Real Estate Inc. 8-K event analysis

AI summary of each reported item and its exhibits

Item 1.01 · Entry into a Material Definitive Agreement

  • New Series C Convertible Preferred Units created within Chiron Real Estate LP
  • Terms substantially mirror the Company’s 6.00% Series C Convertible Preferred Stock
  • Company contributed Series C stock-sale proceeds to the Operating Partnership
  • Operating Partnership issued 1,000,000 Series C Preferred Units to the Company

Item 2.01 · Completion of Acquisition or Disposition of Assets

  • $130 million acquisition of The Landing Alexandria, a senior housing community in Alexandria, Virginia
  • Transaction closed June 1, 2026, converting the previously announced purchase contract into an owned asset
  • Funding mix included cash on hand, Series C Private Placement proceeds, and Credit Facility borrowings
  • Senior housing acquisition expands the Company’s healthcare real estate portfolio but increases capital deployment and financing exposure

Item 2.03 · Creation of a Direct Financial Obligation

  • $147 million additional debt incurred under the Company’s Third Amended and Restated Credit Facility
  • Borrowing funded acquisitions of the Landing and the Riviera
  • Increased leverage and debt-service obligations following the acquisitions

Item 3.02 · Unregistered Sales of Equity Securities

  • Series C private placement closed May 29 and June 2, 2026
  • Issued 1,000,000 Series C preferred shares at $100 per share
  • Gross proceeds approximately $100,000,000 from institutional purchasers
  • Unregistered issuance under Securities Act Section 4(a)(2) and Rule 506 of Regulation D
  • Capital raise increases funding but may introduce preferred-stock seniority and dilution considerations for common shareholders

Item 3.03 · Material Modification to Rights of Security Holders

  • Articles Supplementary materially modify security-holder rights for XRN, XRN-PA, and XRN-PB
  • Full amendment terms require review of Exhibit 3.1 for specific changes to rights and preferences

Item 5.03 · Amendments to Articles of Incorporation or Bylaws

  • Articles Supplementary created 6.00% Series C Convertible Preferred Stock, establishing a new convertible preferred security
  • Seventh partnership-agreement amendment updates Chiron Real Estate LP governance or economic terms
  • Financial statements and pro forma information due by amendment within 71 days
  • Filing signed June 2, 2026 by Jamie A. Barber, Secretary and General Counsel

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