Chiron Real Estate Inc.

Good morning, ladies and gentlemen, and welcome to the Chiron Real Estate Incorporated Second Quarter 2026 Earnings Call. At this time, all lines are in a listen-only mode. Following the presentation, we will conduct a question-and-answer session. If at any time during this call you require immediate assistance, please press star zero for the operator. This call is being recorded on Thursday, August 6, 2026. I would now like to turn the conference over to Jamie Barber, General Counsel.

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 Zeiler, 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 filings with the SEC. Additional information may be found on the investor relation page of the company's website at www.kiernanre.com. I would now like to turn the call over to Mark. 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 Zeiler. And I'd like to thank Bob, Danica, Jamie, and the rest of our team for a tremendously productive five 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 healthcare 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 MayWin investment contemporaneously with the closing of our first two 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 Lisa. Together, this forms a community of 292 luxury homes. We completed the sale of seven 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, our 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 Zeiler 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 complimentary. 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 three 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's 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 six months ago. We have enhanced our leadership capabilities, made meaningful progress on our portfolio transition, and established a clear roadmap 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.

Thanks, Mark. Regarding our second quarter results, natively defined FFO per share and unit was $0.88, and our core FFO was $1.04 per share and unit. During the timing of our investment and disposition activity, net debt to adjusted EBITDA RE was 6.0 times to 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 one-time non-recurring 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. It's 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 seven 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?

Thanks, Bob. Before opening the call for questions, I'd like to leave everyone with one final thought. The story of 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.

And thank you. We will now begin our question and answer session. Should you have a question, please press the star followed by the one on your touchtone phone. You will hear a prompt that your hand has been raised. Should you wish to decline from the polling process, please press the star followed by the two. And if you're using a speakerphone, please lift the handset first before pressing any keys. We have our first question from Juan Sanabria with BMO Capital Markets.

Hi, good morning. Thanks for the time and 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 rest and land parcel acquisition you announced with results yesterday.

Sure. Thanks, Juan. The strategy is, as we've outlined, to be focused on seniors housing. And I mean, honestly, the rest in land we have a great plan for. 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.

Sorry, maybe I... I wasn't super clear. Just I guess it's a focus to be more on development assets that require patience and lease up or more stabilized assets in terms of the acquisitions of capital recycling.

Definitely more stabilized assets.

Great.

And then I think Bob alluded to it. How should we think about the pro forma GNA run rate with the additions to the team?

I mean, for the time, it'll be higher.

But I mean, I would say, one, we're really doing 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.

Great, thank you. Thanks, Juan.

Our next question comes from Wes Galladay with Baird.

Hey, yeah, good morning, everyone. 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 up the acuity curve and maybe talk about the competitive landscape in that market?

Yeah, again, I think you're probably overemphasizing a 1% investment, but... but it's your time. It would be a likely full continuum community. It's kind of right down the middle of the 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.

Okay. Maybe going back to the team build out, do you have the team in place or are you still looking to fill any positions?

I think we're in a great spot.

Okay. And then the last one for me, you know, 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?

Yeah. And 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 proportionally on senior housing. Okay, thanks a lot. Thank you.

Our next question is from Dave Rogers with Raymond James.

Yeah, good morning, Mark. 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 corridor aren't going in that direction. So I guess do you see just a longer exit than maybe people have originally anticipated from your comments from the outpatient medical space? 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? You're talking about the two loans? Yeah, 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? You know, why stay in some of these businesses? I think it's kind of, you know, the question of why continue to allocate capital there, even though you sold them, you're still allocating capital to the IRFs as opposed to allocating that full capital into seniors.

Yeah, fair question. I mean, listen, I think, I don't know what everyone's expectations are for the axis of how long this will take, but I think it's reasonable to assume it'll take, you know, More time than immediate. And some of these things, it just depends. I mean, if you think about the earth 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 valued our expertise there. We think that there is an opportunity to reset those leases but it isn't today. It's four and a half 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 MES loans.

And I should think those are like reasonable proportions to expect going forward.

And then maybe just on your last comment, that was all helpful. Thank you. 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? Is 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?

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, like 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 Fine, deliver some proceeds for those investments. Matthew, you want to speak to that for a second?

Yeah, 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. The sky's 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.

All right. Thank you. Thanks, David.

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

Thank you. Good morning. I wanted to ask you on the asset sales. Are you looking to sell any more assets after Bumon sales?

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

Are you looking to sell any more assets after the BMON sale?

Yes. Yep. 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 or five or one and

There's a lot of considerations that go into that, but that's how we're scoring it right now.

Okay. And the second question on the MES loans that you guys did, is it rational for MES loans to generate some income? And then how do you think about MES loans as a percentage of your assets? Are you looking to grow that part of your portfolio?

yeah 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 you know we just look at that as a nice way to generate some return on capital where we get our money back in two years and have optionality on those assets so that's sort of the

The Y of it.

Okay. All right. Thank you. That's all I had.

Thanks.

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

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.

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