[8-K] Sila Realty Trust, Inc. Reports Material Event

Rhea-AI Filing Summary

Sila Realty Trust, Inc. entered into an Equity Offering Sales Agreement with several broker-dealers and related Master Forward Confirmations with multiple bank counterparties to create a flexible equity distribution program. Under the agreement the company may offer and sell up to $250,000,000 of its common stock through at-the-market offerings on the New York Stock Exchange or otherwise at prevailing market prices, and may also sell shares to agents as principal under separate terms.

The documentation contemplates optional forward sale arrangements in which forward purchasers or their affiliates may borrow and sell shares to hedge exposure; the company expects to physically settle forward sales and receive net cash proceeds on settlement, but may elect cash or net-share settlement which could result in no proceeds or require it to deliver cash or shares. Commissions to agents may be up to 2.0%. Net proceeds are intended for general corporate purposes including repaying credit facilities, working capital, capital expenditures and potential acquisitions. The Equity Sales Agreement and a form Master Forward Confirmation are filed as exhibits.

Positive

• Up to $250,000,000 equity capacity via an at-the-market facility provides material capital-raising flexibility
• Multiple established banks as agents and forward purchasers support distribution and hedging capability
• Physical settlement expected for forward sales offers a pathway to receive net cash proceeds on settlement

Negative

• Potential dilution to existing shareholders from issuance of up to $250,000,000 in common stock
• No guaranteed proceeds from borrowed-share sales; the company may receive no proceeds if cash- or net-share-settled
• Agents are not required to sell a specific amount, so actual capital raised is uncertain and market-dependent

Insights

Capital Markets Analyst

TL;DR: Establishes a $250M ATM and forward-sale capacity for financing flexibility, with potential dilution and conditional proceeds.

The agreement creates a material but neutral financing tool: up to $250,000,000 of common stock may be raised via at-the-market sales or forward sale structures. This provides the company with the ability to source equity on flexible timing and pricing, which can support balance-sheet management or opportunistic acquisitions. Equally important, forward-sale mechanics allow borrowed-share hedging and permit cash or net-share settlement, meaning proceeds and dilution depend on settlement choices. Agent commissions are capped at 2.0%, and no agent commitment to sell a specific amount is required, so actual capital raised is uncertain and market-dependent.

Corporate Finance Specialist

TL;DR: Facility offers strategic funding optionality but carries execution and dilution risk tied to settlement formats.

The master forward confirmations and Equity Sales Agreement together permit both straight ATM executions and forward-sale arrangements. Physical settlement would deliver cash proceeds upon settlement, while cash or net-share settlement options could eliminate proceeds or create obligations to deliver cash or shares. For treasury planning this is a flexible tool for repayment of credit facilities or M&A funding, yet its utility depends on management's execution decisions and market appetite. The listing of major banks as agents and forward purchasers supports distribution capability but does not guarantee issuance volume.

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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): August 12, 2025

___________________________________________

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 1.01Entry into a Material Definitive Agreement.

On August 12, 2025, Sila Realty Trust, Inc. (the “Company”) and Sila Realty Operating Partnership, LP (the “Operating

Partnership”) entered into an Equity Offering Sales Agreement (the “Equity Sales Agreement”) with BofA Securities, Inc.,

Wells Fargo Securities, LLC, Truist Securities, Inc., BMO Capital Markets Corp., Huntington Securities, Inc.,  Citigroup

Global Markets Inc. and Janney Montgomery Scott LLC (collectively, the “Agents” and each individually, an “Agent”) and the

Forward Purchasers (as defined below). Pursuant to the Equity Sales Agreement, shares of the Company’s common stock,

$0.01 par value per share, having an aggregate offering price of up to $250,000,000 (the “Shares”) may be offered and sold

from time to time. Pursuant to the terms of the Equity Sales Agreement, the Agents will act as the Company’s sales agents or,

when acting as forward sellers (except in the case of Janney Montgomery Scott LLC), as agents for the relevant Forward

Purchaser, in connection with any offerings of Shares. The Company may also sell Shares to an Agent as principal for its own

account. The Company also entered into separate master forward confirmations on August 12, 2025 (each a “Master Forward

Confirmation”) between the Company and each of Bank of America, N.A., Wells Fargo Bank, National Association, Truist

Bank, Bank of Montreal, Huntington Securities, Inc. and Citibank, N.A. or one of their respective affiliates (in such capacity,

each a “Forward Purchaser” and, collectively, the “Forward Purchasers”).

The sales, if any, of the Shares under the Equity Sales Agreement will be made in “at the market” offerings as defined in

Rule 415 of the Securities Act of 1933, as amended, including sales made by means of ordinary brokers’ transactions on the

New York Stock Exchange, or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market

prices or as otherwise agreed to with the applicable Agent.

The Equity Sales Agreement contemplates that, in addition to the issuance and sale of the Shares through the Agents, the

Company may enter into one or more separate forward sale agreements pursuant to a Master Forward Confirmation and related

supplemental confirmations. If we enter into a forward sale agreement with any Forward Purchaser, we expect that such

Forward Purchaser or one of its affiliates will attempt to borrow from third parties and sell, through the relevant Agent, acting

as sales agent for such Forward Purchaser (in such capacity, a “Forward Seller”), shares of our common stock to hedge such

Forward Purchaser’s exposure under such forward sale agreement. We will not initially receive any proceeds from any sale of

borrowed shares of our common stock through an Agent, as Forward Seller.

We currently expect to fully physically settle each forward sale agreement, if any, with the relevant Forward Purchaser on

one or more dates specified by us on or prior to the maturity date of such forward sale agreement, in which case we expect to

receive aggregate net cash proceeds on each settlement date equal to the number of Shares underlying such forward sale

agreement that are being settled multiplied by the relevant forward sale price per share. However, subject to certain exceptions,

we may also elect, in our sole discretion, to cash settle or net share settle all or any portion of our obligations under any forward

sale agreement, in which case we may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds

(in the case of net share settlement), and we may owe cash (in the case of cash settlement) or shares of our common stock (in

the case of net share settlement) to the relevant Forward Purchaser.

The Agents are not required to sell any specific number or dollar amount of the Company’s common stock, but each

Agent will, subject to the terms and conditions of the Equity Sales Agreement, use its commercially reasonable efforts,

consistent with its normal trading and sales practices and applicable laws and regulations, to sell the Shares designated by the

Company and, in the case of shares of its common stock offered through such Agent as Forward Seller, the relevant Forward

Purchaser from time to time.

Each Agent will receive from the Company a commission that will not exceed, but may be lower than, 2.0% of the gross

sales price of shares of our common stock sold through it as the Company’s sales agent. In connection with each forward sale

agreement, we will pay the applicable Agent, as Forward Seller, a commission, in the form of a reduction to the initial forward

sale price under the related forward sale agreement, at a mutually agreed rate that will not exceed, but may be lower than, 2.0%

of the initial forward sale price. The initial forward sale price is based on the gross sales price of the borrowed shares of our

common stock sold through such Agent, as Forward Seller, during the applicable forward selling period for such shares, subject

to certain adjustments during that period.

Under the terms of the Equity Sales Agreement, the Company may also sell shares of its common stock to one or more of

the Agents as principal, at a price to be agreed upon at the time of sale. If the Company sells shares of its common stock to one

or more of the Agents as principal, it will enter into a separate terms agreement with such Agent or Agents, as the case may be.

In any such sale to an Agent as principal, the Company may agree to pay the applicable Agent a commission or underwriting

discount that may exceed 2.0% of the gross sales price per share of common stock sold to such Agent, as principal.

The Company intends to use the net proceeds from any sales of Shares or upon physical settlement of any forward sale

agreement we may enter into with any of the Forward Purchasers for general corporate purposes, which may include, among

other things, repaying amounts outstanding from time to time under the Company’s credit facilities, working capital and capital

expenditures, potential future acquisitions, or a combinations of the foregoing.

The foregoing descriptions of the Equity Sales Agreement and the Master Forward Confirmation do not purport to be

complete and are qualified in their entirety by the full text of the Equity Sales Agreement, including the form of Master

Forward Confirmation, which is being filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by

reference.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

1.1	Equity Offering Sales Agreement, dated August 12, 2025.
5.1	Opinion of Hogan Lovells US LLP regarding the legality of the securities being registered.
23.1	Consent of Hogan Lovells US LLP (contained in Exhibit 5.1).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: August 12, 2025		By:	/s/ Kay C. Neely
		Name:	Kay C. Neely
		Title:	Chief Financial Officer

FAQ

What is the size of the equity facility filed by Sila Realty (SILA)?

The Equity Sales Agreement authorizes offerings of up to $250,000,000 aggregate offering price of common stock.

How will Sila Realty (SILA) sell the shares under the agreement?

Shares may be sold in at-the-market offerings on the New York Stock Exchange or otherwise at prevailing market prices, or sold to agents as principal under separate terms.

Who are the agents and forward purchasers named in the filing?

The Agents include BofA Securities, Wells Fargo Securities, Truist Securities, BMO Capital Markets, Huntington Securities, Citigroup Global Markets and Janney Montgomery Scott; Forward Purchasers include bank affiliates of several of those institutions.

Will Sila Realty (SILA) always receive cash proceeds from forward sales?

No. The company expects to physically settle forward sales and receive cash proceeds on settlement, but may elect cash or net-share settlement, which could result in no proceeds or obligations to deliver cash or shares.

How does Sila Realty (SILA) intend to use net proceeds?

Net proceeds are intended for general corporate purposes, including repaying amounts under credit facilities, working capital, capital expenditures and potential acquisitions.