Chiron Real Estate Inc.
For the period ended May 20, 2026. Filed Apr 8, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 20, 2026 · Filed Apr 8, 2026
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Contents
Cover page
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**UNITED STATES
SECURITIES AND EXCHANGE COMMISSION****
Washington, D.C. 20549
SCHEDULE 14A
**Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Chiron Real Estate Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee paid on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
CHAIRMAN’S LETTER
April 8, 2026
Dear Stockholder:
On behalf of the Board of Directors of Chiron Real Estate Inc., a Maryland corporation, I cordially invite you to attend our annual meeting of stockholders on May 20, 2026, at 10:00 a.m. (ET), to be held virtually, by remote communication. To attend the meeting, you must register athttps://web.viewproxy.com/XRN/2026/ by 11:59 p.m. (ET) on May 18, 2026.
We believe that the online tools we have selected will facilitate stockholder communication, allowing stockholders to communicate with us in advance of, and during, the Annual Meeting. During the live Q&A session of the Annual Meeting, we may answer questions as they come in and address those asked in advance, to the extent relevant to the business of the Annual Meeting, as time permits.
Both stockholders of record and street name stockholders will be able to attend the Annual Meeting via live audio webcast, submit their questions during the meeting, and vote their shares electronically at the Annual Meeting.
If you are a registered holder, your virtual control number will be on your Notice of Internet Availability of Proxy Materials or proxy card.
If you hold your shares beneficially through a bank or broker, you must provide a legal proxy from your bank or broker during registration, and you will be assigned a virtual control number in order to vote your shares during the Annual Meeting.
If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the Annual Meeting (but will not be able to vote your shares at the Annual Meeting) so long as you demonstrate proof of stock ownership. Instructions on how to connect and participate via the Internet, including how to demonstrate proof of stock ownership, are posted athttps://web.viewproxy.com/XRN/2026/. On the day of the Annual Meeting, you may only vote during the meeting by e-mailing a copy of your legal proxy tovirtualmeeting@viewproxy.com in advance of the meeting.
We look forward to seeing you at the Annual Meeting.
Sincerely,
Jeffrey Busch Chairman of the Board
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held Virtually on May 20, 2026
The Proxy Statement and 2025 Annual Report are available online athttps://web.viewproxy.com/XRN/2026 and in the “Investor Relations” section of our website athttp://www.chironre.com.**
The 2026 Annual Stockholder Meeting (the “Annual Meeting”) of Chiron Real Estate Inc., a Maryland corporation (the “Company”), will be held virtually via live webcast on May 20, 2026, at 10:00 a.m. (ET). To attend the meeting, you must register athttps://web.viewproxy.com/XRN/2026/ by 11:59 p.m. (ET) on May 18, 2026.
Items of Business
As a stockholder, you will be asked to:
| 1. | elect six nominees to serve as directors on our Board of Directors (our “Board of Directors”), each to serve until the next annual meeting of stockholders and until her or his successor is duly elected and qualifies; |
| 2. | consider and vote on an advisory resolution to approve named executive officer compensation as described in the Company’s Proxy Statement for the Annual Meeting; |
| 3. | consider and vote on an amendment to our 2016 Equity Incentive Plan to extend the term of the plan and increase the number of shares reserved for issuance thereunder by 300,000 shares; |
| 4. | consider and vote on the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026; and |
| 5. | transact such other business as may properly be brought before the Annual Meeting and at any adjournment or postponement thereof. |
Record Date
The Board of Directors has fixed the close of business on March 25, 2026, as the record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.
Proxy Voting
You may authorize your proxy on the Internet or by phone. For a beneficial holder to vote at the meeting, you must submit a copy of your legal proxy tovirtualmeeting@viewproxy.com in advance of the meeting. We encourage you to instruct us on the Internet as to the authorization of your proxy. Instructions for authorizing your vote are contained on the Notice of Internet Availability. If for any reason you should decide to revoke your proxy, you may do so at any time prior to its exercise at the Annual Meeting.
Virtual Meeting
To attend the meeting, you must register athttps://web.viewproxy.com/XRN/2026 by 11:59 p.m. (ET) on May 18, 2026. A unique join link to the Annual Meeting and a password will be provided to each stockholder who registers to attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting virtually, your vote is very important, and we encourage you to authorize your proxy as promptly as possible. If you vote by proxy, but later decide to attend the Annual Meeting virtually, or for any other reason desire to revoke your proxy, you may still do so by following the procedures set forth in the proxy statement.
As permitted by the Securities and Exchange Commission (the “SEC”), the Company is sending a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) to all stockholders of record. All stockholders will have the ability to access the Proxy Statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 as filed with the SEC on March 2, 2026 on a website referred to in this Notice of Internet Availability or to request a printed set of these materials at no charge. Instructions on how to access these materials over the Internet or to request a printed copy may be found in this Notice of Internet Availability.
In addition, any stockholder may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. Choosing to receive future proxy materials by email will save the Company the cost of printing and mailing documents to stockholders and will reduce the impact of annual meetings on the environment. A stockholder’s election to receive proxy materials by email will remain in effect until the stockholder terminates it.
We look forward to speaking with you at the meeting.
| Bethesda, Maryland | On behalf of the Board of Directors, |
|---|---|
| Jamie Barber | |
| General Counsel and Secretary |
PROXY STATEMENT
This proxy statement, including the information incorporated by reference herein (collectively, this “Proxy Statement”), provides information about the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Chiron Real Estate Inc., a Maryland corporation.
| Meeting Information | |
|---|---|
| Date: | May 20, 2026 |
| Time: | 10:00 a.m. (ET) |
| Virtual Meeting: | Register at: https://web.viewproxy.com/XRN/2026 |
| Record Date: | Close of Business on March 25, 2026 |
How to Vote
Your vote is important. You may authorize your proxy in advance of the meeting via the Internet, by telephone or by mail, or you may vote by attending and voting online at the 2026 Annual Meeting of Stockholders. Please refer to the Notice of Internet Availability, proxy card or voter instruction form for detailed voting instructions.
The Notice of Internet Availability and this Proxy Statement and form of proxy were first made available to stockholders on the Internet on April 8, 2026.
| Voting Items | Board Vote Recommendation |
|---|---|
| Elect six nominees to serve as directors on our Board of Directors (our “Board of Directors” or our “Board”), each to serve until the next annual meeting of stockholders and until her or his successor is duly elected and qualifies. See “Proposal 1 – Election of Directors.” | FOR each nominee |
| Consider and vote on an advisory resolution to approve named executive officer (“NEO”) compensation as described in the Proxy Statement. See “Proposal 2 – Advisory Vote on Named Executive Officer Compensation.” | FOR this proposal |
| Consider and vote on an amendment to our 2016 Equity Incentive Plan to extend the term of the plan through May 20, 2036 and increase the number of shares reserved for issuance thereunder by 300,000 shares. See “Proposal 3 – Amendment to 2016 Equity Incentive Plan.” | FOR this proposal |
| Consider and vote on the ratification of the appointment of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for the year ending December 31, 2026. See “Proposal 4 – Ratification of Appointment of Independent Registered Public Accounting Firm.” | FOR this proposal |
Table of Contents
| CONTACT INFORMATION AND GENERAL INFORMATION | 6 |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 7 |
| 2025 PERFORMANCE SUMMARY | 13 |
| PROPOSAL 1 — ELECTION OF DIRECTORS | 14 |
| Biographical Information for Nominees for Director | 15 |
| Biographical Information for Executive Officers | 18 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 20 |
| CORPORATE GOVERNANCE | 22 |
| PROPOSAL 2 — ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION | 27 |
| COMPENSATION DISCUSSION AND ANALYSIS | 28 |
| SUMMARY COMPENSATION TABLE FOR 2025, 2024 AND 2023 | 42 |
| 2025 GRANTS OF PLAN-BASED AWARDS TABLE | 44 |
| OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END | 47 |
| 2025 OPTION EXERCISES AND STOCK VESTED TABLE | 49 |
| PENSION BENEFITS | 50 |
| NONQUALIFIED DEFERRED COMPENSATION | 50 |
| PAY RATIO DISCLOSURE | 50 |
| PAY-VERSUS-PERFORMANCE TABLE | 51 |
| POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL | 55 |
| SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 61 |
| COMPENSATION OF DIRECTORS | 62 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 63 |
| PROPOSAL 3 — AMENDMENT TO 2016 EQUITY INCENTIVE PLAN | 64 |
| PROPOSAL 4 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 71 |
| OTHER MATTERS | 72 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.