Fitzgerald Charles 4

What Happened

• Charles Fitzgerald, a director of Chiron Real Estate Inc. (XRN), was granted 220,000 shares of 6.00% Series C Convertible Preferred Stock on 2026-05-29 at $100.00 per share, a total value of $22,000,000. The filing reports this as an "A" (award/grant) derivative acquisition rather than an open-market purchase or sale.

Key Details

• Transaction date and price: 2026-05-29 — 220,000 Series C preferred shares at $100.00 each (total $22,000,000).
• Conversion: The Preferred Stock converts at a ratio of 2.32558, meaning the 220,000 preferred shares are convertible into 511,627.60 shares of common stock (subject to anti-dilution adjustments and specified terms).
• Shares after transaction: 220,000 Series C Convertible Preferred shares (convertible into 511,627.60 common shares).
• Control/disclaimer: Mr. Fitzgerald has voting and dispositive control over these securities but disclaims beneficial ownership except to the extent of any pecuniary interest (per filing).
• Filing timeliness: Form 4 was filed on 2026-06-02 for the 2026-05-29 transaction; this was filed within the standard two-business-day Form 4 window (timely).
• Transaction type: Reported as a derivative award/grant (code A) of convertible preferred stock.

Context

• This was an award of convertible preferred stock (a derivative security), not an immediate purchase of common shares. The preferred carries a 6.00% rate and can be converted into common stock at the holder’s election (or in certain issuer-specified circumstances) and may be subject to issuer redemption rights. Conversion would increase common shares outstanding if exercised.
• The filing is factual and does not indicate the director’s personal trading intent; awards are often part of compensation or transaction-specific arrangements rather than open-market investment decisions.