Sila Realty Trust, Inc. 8-K

What Happened

• Sila Realty Trust, Inc. announced it will merge into Sunshine Holding REIT LLC (a wholly owned subsidiary of Sunshine Ultimate Parent LLC) under an Agreement and Plan of Merger dated April 19, 2026; the surviving entity will be controlled by Parent. The company filed a preliminary proxy on May 5, 2026 and a definitive proxy on May 22, 2026 and scheduled a virtual special meeting of stockholders for June 26, 2026 at 9:00 a.m. ET to vote on the transaction.
• As of June 16, 2026 the company reported two shareholder lawsuits (Thompson v. Sila Realty Trust, Inc., Index No. 653296/2026, filed June 2, 2026; Grant v. Sila Realty Trust, Inc., Index No. 653217/2026, filed June 1, 2026) and 15 demand letters from law firms alleging disclosure deficiencies in the proxy. Sila and the defendants deny the claims but voluntarily supplemented the definitive proxy to provide additional disclosures and minimize litigation risk or delay.

Key Details

• Merger date and filings: Merger Agreement executed April 19, 2026; Preliminary Proxy filed May 5, 2026; Definitive Proxy filed May 22, 2026; stockholder meeting set for June 26, 2026.
• Litigation and demands: 2 complaints filed in New York Supreme Court and 15 demand letters as of June 16, 2026; plaintiffs seek injunctive relief, supplemental disclosure, rescission and/or damages.
• Financial advisor analyses added or clarified: BofA Securities’ comp sets (five healthcare REITs and five net-lease REITs), precedent transaction lists, and valuation ranges. BofA applied EBITDA multiples of 11.5x–15.5x and AFFO multiples of 10.5x–14.5x; DCF used a FY2030 Adjusted EBITDA of $168 million, terminal exit multiples 12.0x–15.0x, growth rate 2.0%, and discount rates 7.8%–8.7%.

Why It Matters

• Stockholders will vote June 26 on the merger; the supplemental proxy adds valuation detail and background that may affect shareholder assessment of the deal price and fairness.
• The lawsuits and demand letters allege disclosure issues that could delay or temporarily block the merger if a court orders additional relief; Sila denies the claims but supplemented disclosures to reduce litigation risk and avoid potential delays.
• Investors should review the definitive proxy (and this supplement) before voting; the filings are available on the SEC website and Sila’s investor relations page.