Chiron Real Estate Inc美股招股说明书(2026-03-12版)

Up to $288,010,090Common Stock We and Chiron Real Estate LP have entered into an amended and restated sales agreement, dated March12, 2026 (the “SalesAgreement”), with BMO Capital Markets Corp., A.G.P./Alliance Global Partners, B. Riley Securities,Inc., Robert W. Baird& Co.Incorporated, Berenberg Capital Markets LLC, Colliers Securities LLC, Citizens JMP Securities, LLC, Huntington Securities,Inc., J.P.Morgan Securities LLC, Raymond James& Associates,Inc., Samuel A. Ramirez& Company,Inc., Stifel, Nicolaus&Company,Incorporated, Truist Securities,Inc. and Wells Fargo Securities, LLC, the Forward Sellers (as defined below) and theForward Purchasers (as defined below) relating to shares of our common stock, $0.001 par value per share, offered by this prospectussupplement and the accompanying prospectus. We refer to these entities, when acting in their capacity as our sales agents or acting asprincipals, individually as an “Agent” and collectively as the “Agents” and, if applicable, when acting in their capacity as agents forthe Forward Purchasers, individually as a “Forward Seller” and collectively as the “Forward Sellers.” In accordance with the terms ofthe Sales Agreement, up to $300,000,000 of shares of our common stock may be sold from time to time by us through the Agents, bythe Forward Purchasers through the Forward Sellers or by us directly to the Agents acting as principals. As of the filing of thisprospectus supplement, we have sold $11,989,910 of shares of our common stock under the Sales Agreement pursuant to theprospectus supplement filed on April5, 2024, leaving $288,010,090 available to be offered by this prospectus supplement and theaccompanying prospectus. Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “XRN.” The last reported sale price ofour common stock on the NYSE on March11, 2026 was $34.83 per share. Sales of shares of our common stock under this prospectus supplement and the accompanying prospectus may be made by anymethod permitted by law deemed to be an “at the market offering” as defined in Rule415(a)(4)under the Securities Act of 1933, asamended (the “Securities Act”), including, without limitation, sales made directly on or through the NYSE or any other existingtrading market for our common stock. The Agents will make all sales using commercially reasonable efforts consistent with theirnormal trading and sales practices, on mutually agreed terms between the Agents and us. There is no arrangement for funds to bereceived in any escrow, trust or similar arrangement. Under the terms of the Sales Agreement, we may also sell shares of our common stock to any of the Agents, acting as principal, ata price per share to be agreed upon at the time of sale. If we sell shares to an Agent as principal, we will enter into a separate termsagreement with that Agent. In addition to the issuance and sale of shares of our common stock through the Agents, we also may enter into separate forwardsale agreements from time to time with any of BMO Capital Markets Corp., B. Riley Securities,Inc., Robert W. Baird& Co.Incorporated, Citizens JMP Securities, LLC, Huntington Securities,Inc., J.P. Morgan Securities LLC, Raymond James&Associates,Inc., Stifel, Nicolaus& Company,Incorporated, Truist Securities,Inc. and Wells Fargo Securities, LLC or their respectiveaffiliates. We refer to these entities, when acting in this capacity, individually as a “Forward Purchaser” and collectively as the“Forward Purchasers.” In connection with any forward sale agreement, the relevant Forward Purchaser or its affiliate will, at ourrequest, use commercially reasonable efforts consistent with their normal trading and sales practices, on mutually agreed termsbetween the Forward Purchaser and us, to borrow from third parties and sell, through the relevant Forward Seller, a number of sharesof our common stock equal to the number of shares of our common stock underlying the particular forward sale agreement. We will not initially receive any proceeds from any sale of borrowed shares of our common stock through a Forward Seller.Subject to certain conditions, we generally have the right to elect physical, cash or net share settlement under the forward saleagreements. We expect to fully physically settle each forward sale agreement, if any, with the relevant Forward Purchaser on one ormore dates specified by us on or prior to the maturity date of such forward sale agreement, in which case we expect to receiveaggregate net cash proceeds at settlement equal to the number of shares underlying the particular forward sale agreement multiplied bythe relevant forward sale price. We may also elect to cash settle or net share settle our obligations under the forward sale agreements ifwe determine that it is in our best interests to do so. If we elect to cash settle any forward sale agreement, we may not receive anyproceeds, and we may owe cash to the relevant Forward Purchaser. If we elect to net share se