Form 8-K/A

8-K/A — Chiron Real Estate Inc.

Accession: 0001104659-26-097910

Filed: 2026-08-17

Period: 2026-06-01

CIK: 0001533615

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Completion of Acquisition or Disposition of Assets

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K/A — tm2623392d1_8ka.htm (Primary)

EX-23.1 — EXHIBIT 23.1 (tm2623392d1_ex23-1.htm)

EX-23.2 — EXHIBIT 23.2 (tm2623392d1_ex23-2.htm)

EX-99.1 — EXHIBIT 99.1 (tm2623392d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2623392d1_ex99-2.htm)

EX-99.3 — EXHIBIT 99.3 (tm2623392d1_ex99-3.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

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 (June 1, 2026)

Chiron

Real Estate Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-37815

46-4757266

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

7373 Wisconsin Avenue, Suite 800

Bethesda, MD

20814

(Address of Principal Executive Offices)

(Zip Code)

(202) 524-6851

(Registrant’s Telephone Number, Including

Area Code)

Not Applicable

(Former name or former address, if changed

since last report)

Check the appropriate box below if the

Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbols:

Name of each exchange on which registered:

Common Stock, par value $0.001 per share

XRN

NYSE

Series A Preferred Stock, par value $0.001 per share

XRN PrA

NYSE

Series B Preferred Stock, par value $0.001 per share

XRN PrB

NYSE

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the

Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging

growth company ¨

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

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

23.2 Consent of Deloitte & Touche LLP for the Statement of Assets Acquired and Liabilities Assumed of the Riviera

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

EX-23.1 — EXHIBIT 23.1

EX-23.1

Filename: tm2623392d1_ex23-1.htm · Sequence: 2

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

EX-23.2 — EXHIBIT 23.2

EX-23.2

Filename: tm2623392d1_ex23-2.htm · Sequence: 3

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

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2623392d1_ex99-1.htm · Sequence: 4

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

Table of Contents

Independent Auditor’s Report

Financial Statements

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

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.

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

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

Building

85,486

Site improvements

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

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

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.

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.

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.

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

(1 )

Other assets and liabilities

(62 )

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.

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.

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

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.

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

March 31, 2026

December 31, 2025

(unaudited)

Notes payable, gross

$ 48,232

Less: Unamortized debt issuance costs

(568 )

(685 )

Notes payable, net

$ 47,664

$ 47,547

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.

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

March 31, 2026

December 31, 2025

(unaudited)

Equipment

2,382

2,450

Furniture

2,106

Fixtures and other fixed assets

220

$ 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.

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.

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2623392d1_ex99-2.htm · Sequence: 5

Exhibit 99.2

STATEMENT OF ASSETS ACQUIRED AND LIABILITIES

ASSUMED OF

THE RIVIERA ALEXANDRIA

As of June 1, 2026

INDEX TO STATEMENT OF ASSETS ACQUIRED AND

LIABILITIES ASSUMED OF

THE RIVIERA ALEXANDRIA

Independent Auditor’s Report

Statement of Assets Acquired and Liabilities Assumed

Notes to the Statement of Assets Acquired and Liabilities Assumed

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.

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

THE RIVIERA ALEXANDRIA

STATEMENT OF ASSETS ACQUIRED AND LIABILITIES

ASSUMED

As of

In Thousands

Notes

June 1, 2026

ASSETS ACQUIRED

Cash and cash equivalents

$ 591

Other assets

161

Investment in real estate

119,886

Total Assets Acquired

$ 120,638

LIABILITIES ASSUMED

Accounts payable and accrued expenses

$ 578

Other liabilities

336

Total Liabilities Assumed

$ 914

Net assets acquired

$ 119,724

See accompanying notes to the Statement of Assets

Acquired and Liabilities Assumed

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.

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.

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.

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.

EX-99.3 — EXHIBIT 99.3

EX-99.3

Filename: tm2623392d1_ex99-3.htm · Sequence: 6

Exhibit 99.3

Table of Contents

Unaudited Pro Forma Condensed Combined Financial Information of Chiron Real Estate Inc.

Pro Forma Condensed Combined Financial Statements

Pro Forma Condensed Combined Balance Sheet as of March 31, 2026

Notes to Pro Forma Condensed Combined Balance Sheet

Pro Forma Condensed Combined Statement of Operations for the three months

ended March 31, 2026

Pro Forma Condensed Combined Statement of Operations for the year ended December

31, 2025

Notes to Pro Forma Condensed Combined Statement of Operations

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.

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

6,813

Due from related parties

177

Escrow deposits

546

Deferred assets

29,953

Derivative assets

7,218

Goodwill

5,903

Investment in unconsolidated joint ventures

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

Security deposits

3,486

Other liabilities

18,368

336

18,741

Acquired lease intangible liability, net

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

Common stock, $0.001 par value, 100,000 shares authorized; 13,235 shares issued and outstanding at March 31, 2026

Additional paid-in capital

729,514

Accumulated deficit

(360,640 )

36,428

(36,428 )(5)

(360,640 )

Accumulated other comprehensive income

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

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

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

Building

56 years

60 years

Furniture, fixtures and equipment

7 years

10 years

Site improvements

13 years

15 years

Acquired lease intangibles

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.

(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.

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

Other income

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 )

Net income

$ 1,654

$ (32 )

$ (3,508 )

$ (1,886 )

Less: Preferred stock dividends

(2,473 )

Less: Net loss (income) attributable to noncontrolling interest

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

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

Other income

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

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

Impairment of real estate property

(13,014 )

Equity loss from unconsolidated joint ventures

(150 )

Net (loss) income

$ (6,883 )

$ (2,544 )

$ (13,282 )

$ (22,709 )

Less: Preferred stock dividends

(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

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.

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.

(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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