Chiron Real Estate Inc. (XRN) Business
This page reproduces the company's own Item 1 Business text from the linked SEC filing. It is filer text, not grepcent analysis, scoring, or investment advice.
Informational only - not investment advice. See Disclaimer.
ITEM 1. BUSINESS
Organization
Chiron Real Estate Inc. (the “Company,” “us,” “we,” or “our”) is a Maryland corporation and internally managed REIT that primarily acquires healthcare facilities leased to physician groups and regional and national healthcare systems. The Company’s common stock is listed on the New York Stock Exchange. On February 23, 2026, the Company changed its name from Global Medical REIT Inc. to Chiron Real Estate Inc.
We elected to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2016. We hold our facilities and conduct our operations through a Delaware limited partnership subsidiary, Chiron Real Estate LP (the “Operating Partnership”). Our wholly owned subsidiary, Chiron Real Estate GP LLC, is the sole general partner of our Operating Partnership and, as of December 31, 2025, we owned 92.0% of the outstanding common operating partnership units (“OP Units”) of our Operating Partnership, with an aggregate of 8.0% of the Operating Partnership owned by holders of long-term incentive plan units (“LTIP Units”) and third-party limited partners who contributed properties or services to the Operating Partnership in exchange for OP Units.
On September 19, 2025, the Company completed a one-for-five reverse stock split of its outstanding shares of common stock, with a corresponding adjustment to the outstanding partnership units of the Operating Partnership (the “Reverse Stock Split”). Unless otherwise noted, all common share and unit amounts shown herein are shown on a split-adjusted basis.
Business Overview and Strategy
Our business strategy is to invest primarily in healthcare properties that provide an attractive rate of return relative to our cost of capital and are operated by profitable physician groups, regional or national healthcare systems or combinations thereof. We believe this strategy allows us to attain our goals of providing stockholders with (i) attractive dividends and (ii) stock price appreciation. To implement this strategy, we seek to invest:
| Column 1 | Column 2 | Column 3 |
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| ● | in off-campus medical facilities and other decentralized components of the healthcare delivery system because we believe that healthcare delivery trends in the U.S. are increasingly moving away from centralized hospital locations; |
| Column 1 | Column 2 | Column 3 |
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| ● | in small to mid-sized healthcare facilities located in secondary markets and suburbs of primary markets and that provide services needed for an aging population, such as cardiovascular treatment, rehabilitation, eye surgery, gastroenterology, oncology treatment and orthopedics. We believe these facilities and markets are typically overlooked by larger REITs and other healthcare investors but contain tenant credit profiles that are like those of larger, more expensive facilities in primary markets; and |
| Column 1 | Column 2 | Column 3 |
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| ● | active adult and other seniors residential facilities that are in attractive markets. |
Most of our healthcare facilities are leased to single-tenants under triple-net leases. Our portfolio also contains some multi-tenant properties with gross lease or modified gross lease structures. In addition, as of December 31, 2025, we had an interest in an unconsolidated joint venture that owns two healthcare facilities.
Our Properties
As of December 31, 2025, we had gross investments of approximately $1.5 billion in real estate properties, consisting of 189 buildings with an aggregate of (i) approximately 5.1 million leasable square feet and (ii) approximately $118.8 million of annualized base rent. The tables below summarize information about our portfolio as of December 31, 2025. Also see “Schedule III – Consolidated Real Estate and Accumulated Depreciation,” for additional information about our properties. In addition, as of December 31, 2025, we had an investment in an unconsolidated joint venture of approximately $1.8 million. The information in the tables below does not include data based on properties held in our unconsolidated joint venture.
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Summary of Investments by Type
The following table contains information about our portfolio by type of property as of December 31, 2025:
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | Leasable Square | | % of | | Annualized Base Rent (ABR) | | | ||
| Type | | Feet (LSF) | | LSF | | (in thousands)(1) | | % of ABR | | |
| Medical Office Building (MOB) (2) | | 4,035,663 | | 79.1 | % | $ | 85,397 | | 71.9 | % |
| Inpatient Rehab. Facility (IRF) | 515,119 | 10.1 | % | | 19,580 | 16.5 | % | |||
| Surgical Hospital | 108,674 | 2.1 | % | | 4,436 | 3.7 | % | |||
| Other | 439,696 | 8.7 | % | | 9,426 | (3) | 7.9 | % | ||
| Total | 5,099,152 | 100.0 | % | $ | 118,839 | 100.0 | % |
| Column 1 | Column 2 |
|---|---|
| (1) | Monthly base rent for December 2025, multiplied by 12 (or base rent net of annualized expenses for properties with gross leases). |
| Column 1 | Column 2 |
|---|---|
| (2) | Our MOB category includes buildings with special uses such as surgery centers, imaging, labs, urgent care, dialysis, and plasma centers, among others. |
| Column 1 | Column 2 |
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| (3) | Other ABR includes long-term acute care hospital ($2,680), acute-care hospital ($2,678), healthcare administrative office ($1,478), behavioral hospital ($1,414), free-standing emergency department ($1,053) and retail space ($123). |
Geographic Concentration
The following table contains information regarding the geographic concentration of our portfolio as of December 31, 2025. Adverse economic or other conditions (including significant weather events) in the states that contain a high concentration of our facilities could adversely affect us. See “Risk Factors— We have significant geographic concentration in a small number of states, including Texas, Florida, Ohio, Arizona, Pennsylvania, and Illinois. Economic and other conditions that negatively affect those states and our tenants in those states could have a greater effect on our revenues than if our properties were more geographically diverse.”
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| | | Leasable Square | | | | Annualized Base Rent (ABR) | | | ||
| State | | Feet (LSF) | | % of LSF | | (in thousands)(1) | | % of ABR | | |
| Texas | | 709,092 | | 13.9 | % | $ | 20,147 | | 17.0 | % |
| Florida | | 513,029 | 10.1 | % | | 12,991 | 10.9 | % | ||
| Ohio | 422,768 | 8.3 | % | | 9,475 | 8.0 | % | |||
| Arizona | 359,771 | 7.1 | % | | 8,785 | 7.4 | % | |||
| Pennsylvania | 313,065 | 6.1 | % | | 7,668 | 6.5 | % | |||
| Illinois | 258,789 | 5.1 | % | | 6,022 | 5.1 | % | |||
| Other (2) | 2,522,638 | 49.4 | % | | 53,751 | | 45.1 | % | ||
| Total | 5,099,152 | 100.0 | % | $ | 118,839 | 100.0 | % |
| Column 1 | Column 2 |
|---|---|
| (1) | Monthly base rent for December 2025, multiplied by 12 (or base rent net of annualized expenses for properties with gross leases). |
| Column 1 | Column 2 |
|---|---|
| (2) | Our remaining properties are located in 29 other states, with no state accounting for more than 5% of our ABR. |
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Significant Tenants
The following tenants each account for at least 5% of our annualized base rent as of December 31, 2025. Adverse changes to any of their financial conditions or our failure to renew our leases with these tenants could adversely affect us. See “Risk Factors— The inability of any of our significant tenants to pay rent to us could have a disproportionate negative affect on our revenues” and “Risk Factors—Most of our healthcare facilities are occupied by a single tenant, and we may have difficulty finding suitable replacement tenants in the event of a tenant default or non-renewal of our leases, especially for our healthcare facilities located in smaller markets.”
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| | | Leasable Square | | | | Annualized Base Rent (ABR) | | | ||
| Tenant | | Feet (LSF) | | % of LSF | | (in thousands)(1) | | % of ABR | | |
| LifePoint Health | | 157,151 | | 3.1 | % | $ | 8,113 | | 6.8 | % |
| Encompass Health Corporation | 268,038 | 5.3 | % | | 7,462 | 6.3 | % | |||
| Memorial Health System | 155,600 | 3.1 | % | | 5,938 | 5.0 | % | |||
| Total | 580,789 | 11.5 | % | $ | 21,513 | 18.1 | % |
| Column 1 | Column 2 |
|---|---|
| (1) | Monthly base rent for December 2025, multiplied by 12 (or base rent net of annualized expenses for properties with gross leases). |
Lease Expirations
The following table contains information regarding the lease expiration dates of the leases in our portfolio as of December 31, 2025.
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|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | Annualized Base Rent (ABR) | | | ||
| Year | | Number of Leases | | Leased Square Feet | | (in thousands)(1) | | % of ABR | | |
| 2026 | | 79 | | 402,895 | | $ | 8,854 | | 7.4 | % |
| 2027 | 60 | 707,226 | | 16,293 | | 13.7 | % | |||
| 2028 | 52 | 286,240 | | 7,527 | | 6.3 | % | |||
| 2029 | 61 | 749,883 | | 18,758 | | 15.8 | % | |||
| 2030 | 68 | 720,447 | | 15,551 | | 13.1 | % | |||
| 2031 | 45 | 647,675 | | 14,827 | | 12.5 | % | |||
| 2032 | 11 | 87,981 | | 2,165 | | 1.8 | % | |||
| 2033 | 19 | 184,415 | | 5,408 | | 4.6 | % | |||
| 2034 | 14 | 266,633 | | 8,114 | | 6.8 | % | |||
| 2035 | | 12 | | 245,711 | | | 7,476 | | 6.3 | % |
| Thereafter | 23 | 597,048 | | 13,866 | | 11.7 | % | |||
| Total | 444 | 4,896,154 | (2) | $ | 118,839 | 100.0 | % |
| Column 1 | Column 2 |
|---|---|
| (1) | Monthly base rent for December 2025, multiplied by 12 (or base rent net of annualized expenses for properties with gross leases). |
| Column 1 | Column 2 |
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| (2) | The remaining 202,998 leasable square feet, or 4.0% of our overall leasable square feet, is vacant. |
Joint Venture
As of December 31, 2025, we had a 12.5% investment in, and served as managing member of, a joint venture with Heitman, a real estate investment firm with over $48 billion of assets under management (the “Heitman Joint Venture”). As the managing member, we source new investments and manage the day-to-day activities for the Heitman Joint Venture and earn fees as compensation for such services. The Heitman Joint Venture was formed in December 2024 and, as of December 31, 2025, consisted of two assets that were initially sold to it by us for aggregate gross proceeds of $35.2 million. In connection with the acquisition of the two assets, the Heitman Joint Venture entered into a mortgage loan with a principal amount of $17.6 million.
Ground Leases
As of December 31, 2025, we had 12 buildings located on land that is subject to operating ground leases, representing approximately 13.2% of our total leasable square feet and approximately 9.6% of our December 2025 annualized base rent. The ground
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leases subject these properties to certain restrictions, including restrictions on our ability to re-let such facilities to tenants not affiliated with the ground lessor, rights of first offer and refusal with respect to sales of the facilities and restrictions that limit the types of medical procedures that may be performed at the facilities.
Government Programs, Laws and Regulations
Medicare and Medicaid Programs
Sources of revenue for our tenants typically include the Medicare and Medicaid programs. Healthcare providers continue to face increased government pressure to control or reduce healthcare costs and ongoing adjustments to healthcare reimbursement, including payment rate changes and payment methodology reforms by the Centers for Medicare & Medicaid Services (“CMS”), as well as targeted efforts to strengthen program integrity and value-based care models. Recent and proposed rules include modest updates to Medicare physician and hospital payment rates amid persistent cost pressures, while providers note that reimbursement increases often lag actual cost growth for care delivery, creating financial strain for many practices and facilities. In Janaury 2026, CMS announced proposed rate increases for 2027 to Medicare Advantage health plans of less than a tenth of a percent, which was less than market expectations. If finalized, this modest rate increase could result in benefit cuts or higher premiums for Medicare Advantage participants.
The need to control Medicaid expenditures may be exacerbated by recent federal changes that restrict states’ use of provider taxes to support Medicaid funding and impose new administrative eligibility requirements, including work or community engagement conditions for some adults, potentially reducing overall enrollment and increasing coverage losses in certain populations. States have historically sought to manage Medicaid spending through benefit limits and eligibility tightening; current federal policy changes may further constrain state flexibility in Medicaid financing and reimbursement.
Efforts by Medicare and Medicaid to refine and restrain reimbursement growth and implement integrity safeguards, combined with broader changes enacted in 2025 affecting Medicaid financing and Affordable Care Act marketplaces, are likely to continue, which could negatively affect our tenants’ revenues and their ability to pay rent to us.
Affordable Care Act
The Affordable Care Act is a comprehensive healthcare reform law that contains various provisions that may directly impact our tenants. The primary goal of the Affordable Care Act is to broaden insurance coverage for the uninsured population by expanding Medicaid coverage, creating health insurance exchanges and mandating that uninsured individuals purchase health insurance. The Affordable Care Act also contains provisions aimed at lowering the cost of healthcare, including lowering increases in Medicare payment rates and promoting alternate reimbursement methods for providers that focus on patient outcomes rather than volume. In addition to expanding coverage and controlling costs, the Affordable Care Act also contains provisions intended to combat healthcare fraud, including Medicare fraud and abuse. Recent CMS final rules continue to refine Affordable Care Act marketplace standards to improve enrollment integrity and consumer protections. Beginning on January 1, 2026, premium tax credits that were intended to assist certain participants in purchasing health insurance expired, which could result in significant premium increases for these participants. A significant increase in premiums could result in many participants dropping their health insurance, which could negatively affect our tenants.
Although the Affordable Care Act’s expansion of insurance coverage may benefit our tenants by increasing their number of insured patients, these benefits may be offset by the fact that (i) many of the newly insured under the Affordable Care Act are insured by policies that have high deductibles (and, thus, create higher patient credit risks for our tenants), (ii) some states have not implemented the Medicaid expansion or have implemented Medicaid expansion in such ways that may reduce potential enrollment (such as implementing work requirements), and, (iii) even if states have expanded Medicaid, Medicaid may not be accepted by some of our tenants. For our tenants that do accept Medicaid, they may receive lower reimbursements for Medicaid patients than for patients with Medicare or commercial insurance. Additionally, although the migration from Medicare fee-for-service, or volume-based, payments to an outcome-based reimbursement model may lower overall healthcare costs, these changes could negatively affect our tenants if they are unable to adapt to a more outcome-oriented healthcare delivery model.
The future of the Affordable Care Act is uncertain and any changes to existing laws and regulations, including the Affordable Care Act’s repeal, modification or replacement, could have a long-term financial impact on the delivery of and payment for healthcare. Both our tenants and us may be adversely affected by the law or its repeal, modification or replacement.
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Fraud and Abuse Laws
There are various federal and state laws prohibiting fraudulent and abusive business practices by healthcare providers who participate in, receive payments from, or are able to make referrals in connection with, government-sponsored healthcare programs, including the Medicare and Medicaid programs. Our leases with certain tenants may also be subject to these fraud and abuse laws. These laws include, without limitation:
| Column 1 | Column 2 | Column 3 |
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| ● | The Federal Anti-Kickback Statute, which prohibits, among other things, the offer, payment, solicitation or receipt of any form of remuneration in return for, or to induce, the referral of any U.S. federal or state healthcare program patients; |
| Column 1 | Column 2 | Column 3 |
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| ● | The Federal Physician Self-Referral Prohibition (commonly called the “Stark Law”), which, subject to specific exceptions, restricts physicians who have financial relationships with healthcare providers from making referrals for designated health services for which payment may be made under Medicare or Medicaid programs to an entity with which the physician, or an immediate family member, has a financial relationship; |
| Column 1 | Column 2 | Column 3 |
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| ● | The False Claims Act, which prohibits any person from knowingly presenting false or fraudulent claims for payment to the federal government, including under the Medicare and Medicaid programs; |
| Column 1 | Column 2 | Column 3 |
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| ● | The Civil Monetary Penalties Law, which authorizes the Department of Health and Human Services to impose monetary penalties for certain fraudulent acts; and |
| Column 1 | Column 2 | Column 3 |
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| ● | State anti-kickback, anti-inducement, anti-referral and insurance fraud laws which may be generally similar to, and potentially more expansive than, the federal laws set forth above. |
Violations of these laws may result in criminal and/or civil penalties that range from punitive sanctions, damage assessments, penalties, imprisonment, denial of Medicare and Medicaid payments and/or exclusion from the Medicare and Medicaid programs. In addition, the Affordable Care Act clarifies that the submission of claims for items or services generated in violation of the Anti-Kickback Statute constitutes a false or fraudulent claim under the False Claims Act. The federal government has taken the position, and some courts have held, that violations of other laws, such as the Stark Law, can also be a violation of the False Claims Act. Additionally, certain laws, such as the False Claims Act, allow for individuals to bring whistleblower actions on behalf of the government for violations thereof. Imposition of any of these penalties upon one of our tenants could jeopardize that tenant’s ability to operate or to make rent payments to us. Further, we enter into leases and other financial relationships with healthcare delivery systems that are subject to or impacted by these laws. We also have investors who are healthcare providers in our operating partnership. If any of our relationships, including those related to the other investors in our subsidiaries, are found not to comply with these laws, we and our physician investors may be subject to civil and/or criminal penalties.
Other Regulations
The healthcare industry is heavily regulated by U.S. federal, state and local governmental authorities. Our tenants generally will be subject to laws and regulations covering, among other things, licensure, and certification for participation in government programs, billing for services, privacy and security of health information, including the Health Insurance Portability and Accountability Act of 1996, which provides for the privacy and security of certain individually identifiable health information, and relationships with physicians and other referral sources. In addition, new laws and regulations, changes in existing laws and regulations or changes in the interpretation of such laws or regulations could negatively affect our financial condition and the financial condition of our tenants. These changes, in some cases, could apply retroactively. The enactment, timing or effect of legislative or regulatory changes cannot be predicted.
Many states regulate the construction of healthcare facilities, the expansion of healthcare facilities, the construction or expansion of certain services, including by way of example specific bed types and medical equipment, as well as certain capital expenditures through certificate of need, or CON, laws. Under such laws, the applicable state regulatory body must determine a need exists for a project before the project can be undertaken. If one of our tenants seeks to undertake a CON-regulated project but is not authorized by the applicable regulatory body to proceed with the project, the tenants would be prevented from operating in its intended manner.
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Failure to comply with these laws and regulations could adversely affect us directly and our tenants’ ability to make rent payments to us.
Environmental Regulations
Under various U.S. federal, state and local laws, ordinances and regulations, current and prior owners and tenants of real estate may be jointly and severally liable for the costs of investigating, remediating, and monitoring certain hazardous substances or other regulated materials on or in such healthcare facility. In addition to these costs, the past or present owner or tenant of a healthcare facility from which a release emanates could be liable for any personal injury or property damage that results from such release, including for the unauthorized release of asbestos-containing materials and other hazardous substances into the air, as well as any damages to natural resources or the environment that arise from such releases. These environmental laws often impose such liability without regard to whether the current or prior owner or tenant knew of, or was responsible for, the presence or release of such substances or materials. Moreover, the release of hazardous substances or materials, or the failure to properly remediate such substances or materials, may adversely affect the owner’s or tenant’s ability to lease, sell, develop or rent such healthcare facility or to borrow by using such healthcare facility as collateral.
Certain environmental laws impose compliance obligations on owners and tenants of real property with respect to the management of hazardous substances and other regulated materials. For example, environmental laws govern the management and removal of asbestos-containing materials and lead-based paint. Failure to comply with these laws can result in penalties or other sanctions.
Qualification as a REIT
We elected to be taxed as a REIT commencing with our taxable year ended December 31, 2016. Subject to a number of significant exceptions, a corporation that qualifies as a REIT generally is not subject to U.S. federal income tax on income and gains that it distributes to its stockholders, thereby reducing its corporate-level taxes. In order to maintain our qualification as a REIT, a substantial percentage of our assets must be qualifying real estate assets and a substantial percentage of our income must be rental revenue from real property or interest on mortgage loans. We believe that we have been organized and have operated in such a manner as to qualify for taxation as a REIT, and we intend to continue to operate in such a manner. However, we cannot provide assurances that we will continue to operate in a manner to remain qualified as a REIT.
Competition
We compete with many other real estate investors for acquisitions of healthcare properties, including healthcare operators, and real estate investors such as private equity firms and other REITs, some of whom may have greater financial resources and lower costs of capital than we do.
Additionally, our healthcare facilities and tenants often face competition from nearby hospitals, other medical practices, and other healthcare facilities, including urgent care and other primary care facilities, that provide comparable services. If our tenants’ competitors have greater geographic coverage, improved access and convenience to physicians and patients, provide or are perceived to provide higher quality services, recruit physicians to provide competing services at their facilities, expand or improve their services or obtain more favorable managed-care contracts, our tenants may not be able to successfully compete.
Corporate Sustainability and Social Responsibility
Our business values integrate environmental sustainability, social responsibility, and strong governance practices throughout our Company. Our Board of Directors’ (the “Board”) approach to these practices is viewed through the lens of reducing and controlling the Company’s risk profile.
Our Board continues to lead our sustainability efforts, and our Board has a standing committee focused on such efforts. The primary purpose of this committee is to assist the Board in fulfilling its responsibilities to provide oversight and support of our efforts and goals regarding sustainability matters by overseeing: (1) our general sustainability strategy and policies as set by our management, (2) communications with our employees, investors, and other stakeholders with respect to sustainability matters, (3) developments
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relating to, and improving our understanding of, sustainability matters, (4) our compliance with certain sustainability-related legal and regulatory requirements, and (5) coordination with our other Board committees on sustainability matters of common import.
Our commitment to employee engagement remains a high-priority, as we continue to make accommodations for health, safety, and work-life balance, including at our headquarters which is LEED platinum certified and includes a fitness center, café and roof-top lounge.
Climate Change Risk
We take climate change and the risks associated with climate change seriously, including both physical and transitional risks. We utilize software to help us identify and measure the potential climate risk exposure for our properties. The software analysis summarizes the climate change-related risks, groups them by onset potential and identifies opportunities for risk mitigation. We monitor our portfolio for climate risk factors. The energy consumption data that we collect is used to calculate our facilities’ carbon emission levels. Capturing and tracking this information may help inform future mitigation and remediation efforts when possible. To that end, we continue to explore ways to mitigate climate risk, should it be present as well as ways to contribute to the reduction of climate impact through proactive asset management that looks for ways to incorporate renewable energy resources and energy utilization reduction.
We stand with our communities, tenants, and stockholders in supporting meaningful solutions that address this global challenge and contribute to the sustainability of our business objectives.
Human Capital Resources
Our success is dependent on the success of our employees. As of December 31, 2025, the Company had 30 employees.
As of December 31, 2025, 63% of our workforce were men and 37% of our workforce were women. We believe we offer a competitive pay and benefits package, with nearly all of our employees participating in our equity incentive plans. We also foster the development of our employees’ expertise and skillsets, and encourage our employees to build new skill sets, such as in the sustainability space. We have established policies to provide a safe, harassment-free work environment and have fostered a corporate culture based on fair and equal treatment. As a result, we believe our employees are committed to building strong, innovative and long-term relationships with each other and with our tenants. Our employees at our corporate office are permitted to work remotely.
Available Information
We maintain a website at www.chironre.com. The information on our website is not incorporated by reference in this Annual Report on Form 10-K, and our web address is included as an inactive textual reference only.
We file registration statements, proxy statements, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, with the SEC. We make available, free of charge through the Investor Relations portion of the website, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Reports of beneficial ownership filed pursuant to Section 16(a) of the Exchange Act are also available on our website. These reports and other information are also available, free of charge, at www.sec.gov.