Sila Realty Trust shareholders approve merger proposal

Sila Realty Trust, Inc. reported that stockholders approved its planned merger with Sunshine Holding REIT LLC’s wholly owned subsidiary, Sunshine Holding REIT LLC, at a Special Meeting held on June 26, 2026.

Rhea-AI Filing Summary

Sila Realty Trust, Inc. reported that stockholders approved its planned merger with Sunshine Holding REIT LLC’s wholly owned subsidiary, Sunshine Holding REIT LLC, at a Special Meeting held on June 26, 2026. The company had 55,241,098 shares of common stock entitled to vote as of the May 19, 2026 record date, and 35,654,676 shares, or 64.5% of those shares, were present or represented by proxy, establishing a quorum.

The Merger Proposal received 34,955,162 votes for, 325,441 against, and 374,073 abstentions, so it was approved. Stockholders also approved, on a non-binding advisory basis, merger-related compensation for named executive officers, and separately approved the possibility of adjourning the meeting to solicit additional proxies, though an adjournment ultimately was not needed.

Insights

M&A and corporate governance analyst

Shareholders approved the merger and related proposals with strong support.

The Special Meeting results show Sila Realty Trust stockholders backing the merger with Sunshine Holding REIT LLC’s subsidiary by a wide margin: 34,955,162 votes in favor versus 325,441 against. Turnout was 35,654,676 shares, or 64.5% of shares entitled to vote, which is a solid participation level.

Advisory approval of merger-related compensation for named executive officers and approval of a potential adjournment indicate general alignment with the board’s recommendations. Because a quorum was present and the Merger Proposal already had sufficient support, the company did not need to adjourn the meeting to seek additional proxies.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 55,241,098 shares Shares present or by proxy: 35,654,676 shares Merger Proposal votes for: 34,955,162 votes +4 more

7 metrics

Shares entitled to vote 55,241,098 shares Company common stock as of May 19, 2026 record date

Shares present or by proxy 35,654,676 shares Special Meeting attendance, representing 64.5% of entitled shares

Merger Proposal votes for 34,955,162 votes Approval of merger with Sunshine Holding REIT LLC’s subsidiary

Merger Proposal votes against 325,441 votes Opposition to the Merger Proposal at the Special Meeting

Advisory compensation votes for 32,797,978 votes Non-binding advisory approval of merger-related executive compensation

Adjournment Proposal votes for 32,679,412 votes Approval to permit adjournment to solicit additional proxies if needed

Quorum percentage 64.5% Portion of outstanding shares of common stock represented at meeting

Key Terms

Special Meeting of Stockholders, Merger Proposal, Advisory Merger-Related Compensation Proposal, Adjournment Proposal, +1 more

5 terms

Special Meeting of Stockholders regulatory

"Sila Realty Trust, Inc., a Maryland corporation (the “Company”), held a Special Meeting of Stockholders on June 26, 2026"

A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.

Merger Proposal financial

"such merger transaction, the “Merger”), pursuant to the Agreement and Plan of Merger... (the “Merger Proposal”)"

A merger proposal is an offer from one company to combine with another, laying out the basic terms such as price, ownership split and strategic goals; think of it as a formal handshake that starts negotiations to join two businesses. It matters to investors because the proposed deal can change a company’s value, earnings potential and control, and often triggers market reactions as shareholders and regulators weigh the benefits and risks.

Advisory Merger-Related Compensation Proposal financial

"To approve, on a non-binding, advisory basis, the compensation that may be paid... (the “Advisory Merger-Related Compensation Proposal”)"

Adjournment Proposal regulatory

"To approve any adjournment of the Special Meeting... (the “Adjournment Proposal”)."

An adjournment proposal is a formal request made at a shareholder or board meeting to pause the meeting and reconvene at a later date or time. It matters to investors because it postpones votes and decisions, giving parties extra time to gather information, solicit support, negotiate alternatives or introduce new options — like hitting pause on a group decision to wait for more facts, which can alter outcomes and market reactions.

quorum regulatory

"were present virtually or represented by proxy, constituting a quorum to conduct business."

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Sila Realty Trust (SILA) shareholders decide at the June 26, 2026 Special Meeting?

Shareholders approved the proposed merger of Sila Realty Trust with Sunshine Holding REIT LLC’s wholly owned subsidiary. They also backed, on an advisory basis, merger-related executive compensation and approved the option to adjourn the meeting, though adjournment was ultimately unnecessary.

How many Sila Realty Trust (SILA) shares were eligible to vote at the Special Meeting?

There were 55,241,098 shares of Sila Realty Trust common stock entitled to vote as of the May 19, 2026 record date. This total included shares of restricted stock, all counted for purposes of determining voting eligibility at the Special Meeting.

What voter turnout did Sila Realty Trust (SILA) achieve for the merger vote?

A total of 35,654,676 shares of Sila Realty Trust common stock were present virtually or represented by proxy, representing 64.5% of the outstanding shares entitled to vote. This participation level was sufficient to constitute a quorum and conduct business.

What were the detailed voting results on Sila Realty Trust’s Merger Proposal?

The Merger Proposal received 34,955,162 votes for, 325,441 votes against, and 374,073 abstentions. These results meant shareholders approved the merger with Sunshine Holding REIT LLC’s subsidiary and the related transactions described in the merger agreement.

How did Sila Realty Trust (SILA) shareholders vote on merger-related executive compensation?

On a non-binding, advisory basis, shareholders approved the compensation that may be paid to named executive officers in connection with the merger. The vote totaled 32,797,978 for, 2,396,291 against, and 460,407 abstentions, showing broad but not unanimous support.

Was the Adjournment Proposal used at Sila Realty Trust’s Special Meeting?

Although shareholders approved the Adjournment Proposal, the Special Meeting was not adjourned. A quorum was present and there were already sufficient votes to approve the Merger Proposal, so no additional proxy solicitation period was needed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/26/2026 - 09:17 AM EDT Learn about SEC filing dates

false000156792500015679252026-06-262026-06-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________

FORM 8-K

___________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 26, 2026

___________________________________________

SILA REALTY TRUST, INC.

(Exact Name of Registrant as Specified in Its Charter)

___________________________________________

Maryland

001-42129

46-1854011

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

1001 Water St.

Suite 800

Tampa, Florida 33602

(Address of principal executive offices)

(813) 287-0101

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

___________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, $0.01 par value per share

SILA

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07    Submission of Matters to a Vote of Security Holders.

Sila Realty Trust, Inc., a Maryland corporation (the “Company”), held a Special Meeting of Stockholders on June 26, 2026 (the “Special Meeting”). At the close of business on May 19, 2026, the record date for the Special Meeting, there were 55,241,098 shares of the Company common stock outstanding (including shares of Company restricted stock), $0.01 par value per share (“Company Common Stock”) entitled to vote. At the Special Meeting, a total of 35,654,676 shares of Company Common Stock, representing 64.5% of the outstanding shares of Company Common Stock entitled to vote, were present virtually or represented by proxy, constituting a quorum to conduct business. The following are the final voting results on proposals considered and voted upon at the Special Meeting, each of which is described in greater detail in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission (the “SEC”) on May 22, 2026. Because none of the proposals were routine matters, there were no broker non-votes occurring in connection with any of these proposals at the Special Meeting.

1.Merger Proposal. To approve the merger of the Company, with and into Sunshine Holding REIT LLC, a Delaware limited liability company (“Merger Sub”) and wholly owned subsidiary of Sunshine Ultimate Parent LLC, a Delaware limited liability company (“Parent”), with Merger Sub continuing as the surviving entity (such merger transaction, the “Merger”), pursuant to the Agreement and Plan of Merger, dated as of April 19, 2026 (as may be amended from time to time, the “Merger Agreement”), by and among the Company, Parent, and Merger Sub, and the other transactions contemplated by the Merger Agreement (the “Merger Proposal”). In accordance with the results below, the Merger Proposal was approved.

Votes For						Votes Against						Abstentions
34,955,162						325,441						374,073

2.Advisory Merger-Related Compensation Proposal. To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger (the “Advisory Merger-Related Compensation Proposal”). In accordance with the results below, the Advisory Merger-Related Compensation Proposal was approved.

Votes For						Votes Against						Abstentions
32,797,978						2,396,291						460,407

3.Adjournment Proposal. To approve any adjournment of the Special Meeting if necessary or appropriate for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”). In accordance with the results below, the Adjournment Proposal was approved.

Votes For						Votes Against						Abstentions
32,679,412						2,553,288						421,976

Adjournment of the Special Meeting was deemed not necessary or appropriate because there was a quorum present and there were sufficient votes at the time of the Special Meeting and therefore the meeting was not adjourned to another date.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						SILA REALTY TRUST, INC.
Dated: June 26, 2026						By:			/s/ Kay C. Neely
						Name:			Kay C. Neely
						Title:			Chief Financial Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB