{"url_path":"/sec/xrn-pb/8-k/2026-05-20/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1533615/0001104659-26-064620-index.html","accession_number":"0001104659-26-064620","cik":"0001533615","ticker":"XRN","issuer_name":"Chiron Real Estate Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1533615/0001104659-26-064620-index.html","primary_entity_key":"0001533615","primary_entity_name":"Chiron Real Estate Inc."},"word_count":699,"has_tables":true,"body_markdown":"**Item 5.02 Departure of Directors or Certain\nOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\n*Appointment of Mr. Charles Fitzgerald\nto the Board of Directors*\n\n \n\n(d) On May 20, 2026, the Board of Directors\n(the “Board”) of Chiron Real Estate Inc. (the “Company”) approved an increase in the number of directors\nconstituting the Board from six to seven directors and appointed Charles Fitzgerald to serve as a director of the Company, effective as\nof the same day, to serve until the Company’s 2027 Annual Meeting of Stockholders and until his successor is duly elected and qualified.\nMr. Fitzgerald will serve on the Board’s Compensation Committee and Nominating and Corporate Governance Committee.\n\n \n\nMr. Fitzgerald, age 51, has served as the\nFounder and Managing Partner of Maewyn Capital Partners LLC since January 2025. From 2011 until December 2024, Mr. Fitzgerald served as\nthe Founder, Managing Partner and Co-Portfolio Manager of V3 Capital Management LP. Prior to that, Mr. Fitzgerald held senior investment\nroles at High Rise Capital Management, JP Morgan Fleming Asset Management and Prudential Real Estate Investors. Mr. Fitzgerald has nearly\n30 years of experience investing across public and private real estate markets. Mr. Fitzgerald has served as a director of FrontView REIT,\nInc. (NYSE: FVR) since November 2025, and currently serves as a member of the Nominating Committee. Mr. Fitzgerald also currently serves\non the board of Vibrant Emotional Health, a nonprofit focused on emotional wellness and the administrator of the national 988 suicide\ncrisis lifeline. Mr. Fitzgerald holds a Bachelor of Arts in Finance and Economics from Northern State University and is a CFA charterholder.\n\n \n\nUpon his appointment, Mr. Fitzgerald became\neligible to receive the annual compensation granted to the Company’s independent directors for the year beginning with the Company’s\n2026 Annual Meeting of Stockholders. See the Company’s proxy statement filed with the Securities and Exchange Commission (the\n“SEC”) on April 8, 2026, in the section entitled “Compensation of Directors,” for a detailed description\nof the 2025 compensation arrangements for the Company’s independent directors. In addition, the Company will enter into a standard\nindemnification agreement with Mr. Fitzgerald, a form of which was filed as Exhibit 10.16 to the Company’s Annual Report on Form\n10-K for the year ended December 31, 2024 filed with the SEC on March 2, 2026.\n\n \n\nThe Board determined that Mr. Fitzgerald is\n“independent” as defined under the listing standards of the New York Stock Exchange, applicable SEC rules and regulations\nand the Company’s corporate governance guidelines. There are no family relationships between Mr. Fitzgerald and any director or\nexecutive officer of the Company, and except as described in Item 1.01 of the Company’s Current Report on Form 8-K filed with the\nSEC on May 8, 2026, which description is incorporated herein by reference, including Mr. Fitzgerald’s indirect interest in the transaction\nthrough his role as Managing Partner of Maewyn Capital Partners LLC, the investment manager to Maewyn XRN LP, a party to such transaction,\nthere are no arrangements or understandings between Mr. Fitzgerald and any other persons or entities pursuant to which Mr. Fitzgerald\nwas appointed as director of the Company, and there are no transactions involving Mr. Fitzgerald, on the one hand, and the Company, on\nthe other hand, that would require disclosure under Item 404(a) of Regulation S-K.\n\n \n\n*Approval of Amendments to the Company’s\n2016 Equity Incentive Plan*\n\n \n\n(e) As described below under Item 5.07, at\nthe Company’s 2026 annual meeting of stockholders held on May 20, 2026 (the “2026 Annual Meeting”), the Company’s\nstockholders approved an amendment to the Company’s 2016 Equity Incentive Plan (the “Plan”) to (i) extend the\nterm of the Plan through May 20, 2036 and (ii) increase the number of shares reserved for issuance thereunder by 300,000 shares,\nwhich was previously approved by the Board. The Plan is described in detail under “Proposal 3 – Amendment to 2016 Equity Incentive\nPlan” in the Company’s proxy statement filed with the SEC on April 8, 2026, and the foregoing description is qualified in\nits entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated\nherein by reference."}