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DATE

Thursday, Aug. 6, 2026 at 9:00 a.m. ET

CALL PARTICIPANTS

  • Chief Executive Officer - Mark Decker, Jr.
  • Chief Investment Officer - Matthew Whitlock
  • Chief Development Officer and Head of Seniors Housing - Bobby Zeiller
  • Chief Administrative Officer - Danica Holley
  • Chief Financial Officer - Bob Kiernan
  • Chief Operating Officer - Aaron Roseth
  • General Counsel - Jamie Barber
  • Senior Vice President, Seniors Housing - Tami Cumings

TAKEAWAYS

  • Net Income Attributable to Common Stockholders -- $63.3 million, or $4.78 per diluted share, reflecting gains from the sale of seven inpatient rehabilitation facilities.
  • Core FFO -- $1.04 per share and unit, decreasing from $1.14 per share in the prior year period due to the timing of transactional activities.
  • Same-Property Cash NOI -- 0.8% growth year over year, which was adversely impacted by a non-recurring revenue recovery associated with a single tenant in 2025.
  • SHOP Occupancy Rates -- 96% for The Landing and 26% for The Riviera as of July 31, 2026, following recent community openings and lease-up efforts.
  • Senior Housing Acquisitions -- $249 million for The Landing and The Riviera communities, representing the company's inaugural investments in the Seniors Housing Operating Portfolio.
  • Inpatient Rehabilitation Facility Sale -- $217 million at a 7.3% exit cash capitalization rate, with the company retaining a 15% equity interest in the new joint venture.
  • Leverage Ratio -- 39.9% of total gross assets, representing a decline from 44.7% at the end of March 2026 following the recycling of capital.
  • Series C Preferred Stock -- $100 million issuance to an investor group led by Maewyn Capital Partners, used to fund recent senior housing acquisitions.
  • Outpatient Medical Portfolio WALT -- 4.4 years across 4.6 million leasable square feet, providing visibility into future cash flows from the legacy portfolio.
  • Fixed Rate Debt -- 78% of the total debt profile, providing protection against interest rate fluctuations after the maturity of previous rate derivatives.
  • Cash G&A -- $3.8 million for the second quarter, representing a slight decrease from the first quarter of 2026.
  • Pending Senior Housing Acquisition -- $176 million for The Pinnacle, a luxury community in North Bethesda expected to close in the fourth quarter of 2026.
  • Medical Facility Mezzanine Loans -- $3.0 million and $2.2 million for developments in Florida and Virginia, respectively, both bearing interest at 12% per annum.
  • Pending Asset Disposition -- $49 million sale price for the Beaumont Surgical Hospital, representing a 5.9% exit capitalization rate.
  • Reston Land Purchase -- $15 million agreement for a 22-acre parcel, which management plans to use for a senior housing community of up to 131 units.
  • Borrowing Capacity -- $245.5 million available under the credit facility as of Aug. 4, 2026, providing liquidity for ongoing portfolio repositioning efforts.
  • SHOP Yield on Cost -- Greater than 7% expected upon stabilization of The Landing and The Riviera in the second half of 2028.
  • Weighted Average Interest Rate -- 4.56% as of June 30, 2026, inclusive of interest rate swaps that fixed SOFR to a blended rate of 3.29%.
  • Outpatient Medical Occupancy -- 95% at quarter end, demonstrating operational stability within the company's legacy portfolio.
  • Annual Base Rent Escalations -- 2.1% across the outpatient medical portfolio, reflecting built-in contractual growth in existing leases.
  • Outpatient Medical Annualized Cash NOI -- $100 million at the end of the second quarter, supporting the company's dividend and growth initiatives.

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RISKS

  • Kiernan stated, "the changes in senior management will increase our G&A costs in the short term," reflecting the organizational expansion required to support the transition to seniors housing.

SUMMARY

Management of Chiron Real Estate Inc. (XRN +3.33%) reported progress on a strategic transition toward senior housing assets, completing inaugural acquisitions for the Seniors Housing Operating Portfolio. The company utilized proceeds from the sale of legacy outpatient medical and inpatient rehabilitation facilities to strengthen the balance sheet and fund higher-yielding investments. Leadership emphasized active capital allocation and a revamped executive team as the foundation for the next phase of growth. The company reported continued operational stability in its existing medical office portfolio while focusing on high-end senior communities in affluent submarkets.

  • CEO Decker stated that while "outpatient medical can be an excellent investment," the company is prioritizing senior housing due to higher available total returns in that sector.
  • CIO Whitlock indicated the company has established a "robust pipeline" of investment opportunities focusing on long-term earnings growth and partnerships with best-in-class operators.
  • The company is utilizing asset sales from its legacy outpatient medical portfolio to fund acquisitions, with Decker noting that there is "robust institutional demand" for outpatient medical real estate at attractive cap rates.
  • Following a series of leadership appointments, Decker stated the company now has "the leadership platform necessary to deliver" on its strategic vision.
  • CEO Decker noted the company believes it is "prudent to lean into" pricing dislocations by selling outpatient medical assets to reallocate capital into higher-returning assets.
  • Management confirmed the acquisition of a 22-acre land parcel in Reston, Virginia, for $15 million, which will be used to build rapport with operating partners through development.
  • CFO Kiernan reported that net debt to adjusted EBITDAre was 6.0x for the quarter, compared to 6.6x in the first quarter, driven by the timing of investment and disposition activity.

INDUSTRY GLOSSARY

  • Cap Rate: Capitalization Rate, calculated as the ratio between the net operating income produced by an asset and its capital cost.
  • Cash NOI: Net Operating Income excluding non-cash items such as above and below market lease intangibles and straight-line rent.
  • Core FFO: A non-GAAP measure that adjusts NAREIT FFO for items like acquisition costs, stock-based compensation, and straight-line rent to measure operating performance.
  • FAD: Funds Available for Distribution, a non-GAAP measure calculating Core FFO minus capital expenditures and leasing commissions to determine dividend potential.
  • FFO: Funds From Operations, a standard REIT performance metric that excludes real estate-related depreciation and gains from property sales.
  • IRF: Inpatient Rehabilitation Facility, a hospital or part of a hospital which provides intensive rehabilitation programs.
  • Mezzanine Loan: A subordinate loan that sits between senior debt and equity in a capital structure.
  • NAREIT: National Association of Real Estate Investment Trusts.
  • SHOP: Seniors Housing Operating Portfolio, where the REIT participates in the operating results of the senior housing community rather than receiving fixed rent.
  • SOFR: Secured Overnight Financing Rate, a benchmark interest rate for dollar-denominated loans.
  • WALT: Weighted Average Lease Term, used to measure the average remaining time until leases in a portfolio expire.

Full Conference Call Transcript

Operator: Good morning, ladies and gentlemen, and welcome to the Chiron Real Estate, Inc. Second Quarter 2026 Earnings Call. [Operator Instructions] This call is being recorded on Thursday, August 6, 2026. I would now like to turn the conference over to Jamie Barber, General Counsel.

Jamie Barber: Good morning, everyone, and welcome to Chiron Real Estate, Inc.'s Second Quarter 2026 Earnings Conference Call. My name is Jamie Barber, and I am Chiron's General Counsel. On the call today are Mark Decker, Jr., Chief Executive Officer; Matthew Whitlock, Chief Investment Officer; Bobby Zeiller, Chief Development Officer and Head of Seniors Housing; Danica Holley, Chief Administrative Officer; Bob Kiernan, Chief Financial Officer; and Aaron Roseth, Chief Operating Officer. Statements or comments made on this conference call may be forward-looking statements. Forward-looking statements may include, but are not necessarily limited to, financial projections or other statements of the company's plans, objectives, expectations or intentions. These matters involve certain risks and uncertainties.

The company's actual results may differ significantly from those projected or suggested from any forward-looking statements due to a variety of factors, which are discussed in detail in our SEC filings. Additionally, on this call, the company may refer to certain non-GAAP financial measures. You can find a tabular reconciliation of these non-GAAP financial measures to the most currently comparable GAAP numbers in the company's earnings release and in filings with the SEC. Additional information may be found on the Investor Relations page of the company's website at www.chironre.com. I would now like to turn the call over to Mark.

Mark Decker: Thank you, Jamie, and good morning, everyone. I feel like a kid in a candy store this morning sitting around the table with all this talent, and I'm even more excited that we share the same simple vision to deliver value at the intersection of care, capital and real estate. I want to start by welcoming Tami Cumings, Aaron Roseth, Matthew Whitlock and Bobby Zeiller. And I'd like to thank Bob, Danica, Jamie and the rest of our team for a tremendously productive 5 months. I also want to recognize and thank Alfonzo Leon, who stepped down earlier this week as Chief Investment Officer.

When we laid out our priorities earlier this year, we said we would focus on active capital allocation, portfolio repositioning and building the capabilities necessary to support our next phase of growth. Over the last several months, we've made meaningful progress on each of these objectives. Before discussing the transformation that's underway, it's important to recognize that our existing portfolio continues to perform well. During the quarter, same-store NOI increased 1.7% on a normalized basis, which is in line with our expectations and the same-store guidance we issued at the beginning of the year. The strategic actions we're taking today are not a response to operational challenges. It's about capital allocation. Outpatient medical can be an excellent investment.

But as we've discussed, there are better total returns available within health care real estate. With that in mind, I'd like to discuss what we're doing to position Chiron for the future. The common thread across everything we're doing is straightforward. We're reallocating resources towards opportunities that we expect to create a more durable and relevant real estate platform that can compound stronger long-term returns. And so let's review our recent progress.

We closed on the $100 million May win investment contemporaneously with the closing of our first 2 seniors communities, the Landing, a stabilized continuum of care community in Alexandria, Virginia; and the Riviera, a sister community across the courtyard from the Landing, which opened this March and is in lease-up. Together, this forms a community of 292 luxury homes. We completed the sale of 7 inpatient rehab facilities to a newly formed joint venture in June at an exit cap rate of 7.3%. This generated approximately $200 million of gross proceeds, and we retained a small equity interest in the venture.

The combination of these transactions leaves us well positioned on the balance sheet side with no maturities until 2028 and less than 40% leverage. And while I know we all prefer debt to EBITDA, given the nature of our lease-up communities, we're going to refer principally to our covenant metrics for a time. The team has maintained momentum on asset sales, and I'm pleased to announce that we're under contract to sell our Beaumont, Texas Surgical Hospital for a price of $49 million, representing an exit cap rate of 5.9%. Proceeds from these sales will be directed towards assets offering a higher return on capital.

The most immediate use will be to complete the previously announced acquisition of the Pinnacle, a marquee luxury community that we put under contract in the second quarter. The Pinnacle welcomed its first residents in June, and we couldn't be more pleased with the early momentum of the community. We remain active in evaluating further dispositions from our outpatient medical platform -- or outpatient medical portfolio, excuse me, including through individual sales or larger portfolio transactions and see no shortage of opportunities to redeploy these proceeds in a way that will drive our long-term return on capital higher and deliver value to our shareholders. While there's been a lot of transactional activity, the biggest story is our leadership team.

Executing on a transition of this magnitude and then building the business we envision requires specialized expertise, and we've spent considerable time strengthening the organization accordingly. Over the past several weeks, we've welcomed Tami Cumings, Aaron Roseth, Matthew Whitlock and Bobby Zeiller into leadership roles at Chiron. Together, they bring more than 100 years of experience sourcing, developing, operating and managing senior housing communities. Most importantly, these additions are highly complementary. This is an operational business and to be a good partner, we need a strong operator's eyes. With Tami Cumings, our new SVP of Seniors Housing, we've added decades of operating experience to ensure that our communities are managed in a best-in-class fashion.

To be a great partner with operators and deliver a consistent experience for our team in the Street, we need an organization that remains curious and focused on constant improvement. Aaron Roseth, who led a best-in-class architecture firm with industry-leading profitability, is skilled at both running large gray matter organizations and building deep client relationships. Together with Danica, who's in many ways, the heart and soul of our company, we are seeking to become the best partner we can. Matthew joins us as Chief Investment Officer with 3 decades of senior housing, thought leadership and experience on all sides of the business. He will be the tip of the spear as we seek to deploy capital wisely.

Bobby is Chiron's Chief Development Officer and Head of Seniors. Bobby literally built the Bedrock communities that we purchased from Silverstone, which he led. And in addition to constructing communities, he has a great way with people and ultimately, I think his superpower is working with operators with a focus on empathy and respect as well as accountability and most importantly, an eye to what sustains a great customer experience for our residents. Together, these leaders expand our ability to identify opportunities, underwrite risk, support operators, work as an effective team and maximize performance across the portfolio. We believe Chiron now has the leadership platform necessary to deliver on our vision. Finally, I'd like to address valuation.

We continue to believe the market is not fully recognizing the value embedded within our legacy outpatient medical portfolio. Our belief is supported by a growing body of public and private market transaction activity that demonstrates the robust institutional demand for outpatient medical real estate at cap rates that compare favorably to the implied valuation of our MOB portfolio. We've highlighted this on Page 14 of our most recent investor presentation. We can't control where the market values our shares in the near term. What we can control is disciplined execution.

We believe that it's prudent to lean into this pricing dislocation and sell assets, which we believe will offer meaningful upside that's not currently reflected in our stock price and allow us to reallocate capital into higher returning assets. Taken together, we believe the company is better positioned today than it was 6 months ago. We have enhanced our leadership capabilities, made meaningful progress on our portfolio transition and established a clear road map for continued execution. With that, I'll turn the call over to Bob to provide additional details on our financial and operating results for the quarter.

Robert Kiernan: Thanks, Mark. Regarding our second quarter results, NAREIT defined FFO per share and unit was $0.88 and our core FFO was $1.04 per share and unit. Driven by the timing of our investment and disposition activity, net debt to adjusted EBITDAre was 6.0x for the quarter compared to 6.6 in the first quarter. Our same-store cash NOI increased 0.8% on a year-over-year basis. This increase was consistent with our expectations and was adversely impacted by a onetime nonrecurring revenue recovery recognized in the prior year period related to a single tenant. Excluding this asset, same-store cash NOI growth would have been 1.7%.

Our cash G&A for the second quarter was $3.8 million, is down slightly from the first quarter of this year. Looking ahead, while we expect that the changes in senior management will increase our G&A costs in the short term, we believe that as we reposition the investment portfolio, our costs will be in line with the size of our portfolio. Regarding our equity capital, we're pleased to have issued the $100 million of Series C convertible perpetual preferred in the quarter. The sale of our 7 inpatient rehab facilities at an aggregate value of $217 million demonstrates our ability to recycle capital at an attractive rate.

We ended the quarter with $259 million in unutilized borrowing capacity under our credit facility and our leverage ratio of just under 40%. Mark, would you like to provide any closing remarks?

Mark Decker: Thanks, Bob. Before opening the call for questions, I'd like to leave everyone with one final thought. The story at Chiron today is not about aspirations. It's about execution. Over the last several quarters, we've built a strategy, assembled a team, raised fresh capital, completed acquisitions and successfully recycled assets. There's certainly more work ahead, but our entire team is laser-focused on building Chiron into a best-in-class organization. We're excited to share more about the business. Operator, please open the line.

Operator: [Operator Instructions] We have our first question from Juan Sanabria with BMO Capital Markets.

Juan Sanabria: Congrats on the new team and being assembled, I guess. Just hoping, Mark, maybe you could talk a little bit about the strategy here going forward and what types of assets you're looking for? And as part of that, kind of the plans for the Reston Land parcel acquisition you announced with results yesterday.

Mark Decker: Sure. Thanks, Juan. Well, the strategy is, as we've outlined, to be focused on seniors housing. And I mean, honestly, the Reston Land, we have a great plan for. It's -- I would remind you, it's less than -- it's about 1% of assets, and we'll tell you more as that plan unfolds. But short version, we're going to use it as currency to build rapport with operators. And it's shovel-ready and great [indiscernible].

Juan Sanabria: Sorry, maybe I wasn't super clear. Just I guess, is the focus to be more on development assets that require patients and lease-up or more stabilized assets in terms of the acquisitions of capital recycling?

Mark Decker: Definitely more stabilized assets.

Juan Sanabria: Great. And then I think Bob alluded to it. How should we think about the pro forma G&A run rate with the additions to the team?

Mark Decker: I mean for the time, it will be higher. But I mean I would say, Juan, we're really viewing this as a growth-oriented team and a growth-oriented business with a source of capital that's right in front of us in the form of the outpatient medical assets. And so our expectation is the business will grow and mature and our G&A will be in line or better.

Operator: Our next question comes from Wes Golladay with Baird.

Wesley Golladay: Maybe a follow-up to Juan's question on the development parcel. Do you have an idea what you want to do? Would it be an active adult? Or would it be more of the acuity curve? And maybe talk about the competitive landscape in that market?

Mark Decker: Yes. Again, I think you're probably overemphasizing a 1% investment, but it's your time. So I mean, yes, it would be a likely full continuum community. It's kind of right down the middle of fairway in terms of demographics. And I would expect we'll come up with some thoughtful way to partner with someone on an earnings-oriented manner.

Wesley Golladay: Okay. And then maybe going back to the team build-out. Do you have the team in place? Are you still looking to fill any positions?

Mark Decker: We're in -- I think we're in a great spot.

Wesley Golladay: Okay. And then last one for me. You have made the pivot to senior housing, but you're still remaining opportunistic in OM. Is that going to be part of the playbook going forward?

Mark Decker: Yes. I mean I think the playbook is really to try to generate the best returns on capital possible and work with partners who value what we're up to. But I mean, we're very focused proportionately on senior housing.

Operator: Our next question is from Dave Rodgers with Raymond James.

David Rodgers: Mark, I wanted to follow up, I guess, on some of those same questions. But you mentioned valuation in your opening. And setting aside the right value for now historically in the space, best way to highlight value, eliminate loans, eliminate mezzanine, eliminate joint ventures, get to a clean portfolio and kind of highlight that. And obviously, some of the steps in the quarter aren't going in that direction. So I guess, do you see just a longer access than maybe people have originally anticipated from your comments from the outpatient medical? Is it that you're trying to kind of maintain some level of earnings or cash flow for debt coverage?

I mean what's the rationale, I guess, for staying involved in these businesses given how good seniors is today?

Mark Decker: You're talking about the 2 loans?

David Rodgers: Yes. I mean a combination of the loans, the active adult and just kind of like where do you want to be in that spectrum? And again, the IRF JV that you did, why not exit that outright? Why stay in some of these businesses? I think it is kind of the question of why continue to allocate capital there, even though you sold some, you're still allocating capital to the IRFs as opposed to allocating that full capital into seniors.

Mark Decker: Yes, fair question. I mean, listen, I think -- I don't know what everyone's expectations are for the access of how long this will take, but I think it's reasonable to assume it will take more time than immediate. And some of these things, it just depends. I mean if you think about the IRF business, that's really a niche within a niche. And there is some kind of mid-duration leasing work to be done there that is how we think we optimize value and to get the best price, that's a space where money -- investors want some expertise. So they value our expertise there.

We think that there is an opportunity to reset those leases, but it isn't today, it's 4.5 years from now. So I think to get the execution we got there, which was outstanding from a cap rate and valuation perspective, that's what we needed to do to drive the best value for the company, and that's really how we're focused. So I think you'll continue to see that. I mean I think if you looked at the quarter, we announced $421 million of seniors investments, and we announced a $15 million land piece and $5 million of mezz loans, and I should think those are like reasonable proportions to expect going forward.

David Rodgers: And then maybe just on your last comment, that was all helpful. That last comment about kind of the senior side of the business. Can you talk about maybe what the pipeline of assets that you're looking at today looking forward as you are trying to make that shift? Is that continuing to grow? Are we waiting for the new team members to kind of take a look at that and kind of redefine where we want to go? How do you think about kind of what that pipeline looks like today?

Mark Decker: To quote our President, it's huge. No, listen, we have lots of good ideas. Matthew, who's sitting next to me and can speak to this himself has -- look, we have a very large pipeline, more ideas, I'd say, than capital right now. And so the art of it for us is to get out of those find deliver some proceeds for those investments. But Matthew, do you want to speak to that for a second?

Matthew Whitlock: Yes. Thanks, Mark. Just to let you know, we've already begun developing a pretty robust pipeline of investment opportunities. We're focusing on investments, which will provide long-term earnings growth and as importantly, partnership opportunities with best-in-class operators. We're -- the sky is the limit, our canvas is blank, but we're concentrating on specific MSAs and specific operating partners who have shown time and again their ability to operate efficiently and also to provide the best living and care experience to the residents.

Operator: We have our next question from Gaurav Mehta with Alliance Global Partners.

Gaurav Mehta: I wanted to ask you on the asset sales. Are you looking to sell any more assets after Beaumont sales?

Mark Decker: Sorry, I didn't catch the last part. Are we looking to sell what? More...

Gaurav Mehta: Are you looking to sell any more assets after the Beaumont sale?

Mark Decker: Yes. Yes. Yes. I mean we've hired a broker to help us evaluate the best way to do that in a way that maximizes value. So kind of looking at the portfolio, we could obviously sell it in 180 pieces, there are 5 or 1, and there's a lot of considerations that go into that, but that's how we're exploring it right now.

Gaurav Mehta: Okay. And second question on the mezz loans that you guys did. Is there rationale for mezz loans to generate some income? And then how do you think about mezz loans as a percentage of your assets? Are you looking to grow that part of your portfolio?

Mark Decker: Yes. I mean those are really, one, small 33 basis points of the whole book, if you will. And two, they're cash pay. They're with an outstanding sponsor with an outstanding credit. We have all the docs. It's pretty easy for us to do those. So I would say we just look at that as a nice way to generate some return on capital where we get our money back in 2 years and have optionality on those assets. So that's sort of the why of it.

Operator: There are no further questions at this time. I will now turn the call over to Mark for closing remarks.

Mark Decker: Well, thanks, everybody. We appreciate everyone's time and attention. And as we like to point out, the transition is underway. Capital allocation is improving, and there's outstanding value in our stock today. We look forward to talking to you next quarter.

Operator: Ladies and gentlemen, this concludes today's conference. We thank you for your participation. You may now disconnect.