Sila Realty Trust, Inc.

PREM14A 1 ny20070999x1_prem14a.htm PREM14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under § 240.14a-12 SILA REALTY TRUST, INC. (Name of Registrant as Specified In Its Charter) N/A (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check all boxes that apply): ☐ No fee required ☐ Fee paid previously with preliminary materials ☒ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 TABLE OF CONTENTS PRELIMINARY COPY SUBJECT TO COMPLETION DATED MAY 5, 2026 1001 Water St., Suite 800 Tampa, Florida 33602 , 2026 Dear Stockholder, You are cordially invited to attend a special meeting of stockholders (such meeting, including any adjournments or postponements thereof, the “Special Meeting”) of Sila Realty Trust, Inc., a Maryland corporation (the “Company”), to be held on , 2026, at , Eastern Time. The Special Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/SILA2026SM . You will not be able to attend the Special Meeting in person. The Board of Directors of the Company (the “Board”) has unanimously approved an 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, Sunshine Ultimate Parent LLC, a Delaware limited liability company (“Parent”), and Sunshine Holding REIT LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub”). The Merger Agreement provides that, upon the terms and conditions set forth therein and in accordance with the Maryland General Corporation Law (the “MGCL”) and the Delaware Limited Liability Company Act (the “DLLCA”), the Company will be merged with and into Merger Sub with Merger Sub surviving the merger (the “Surviving Entity” and such merger transaction, the “Merger”). Upon completion of the Merger, the Surviving Entity will be owned and controlled by Parent. At the Special Meeting, you will be asked to consider and vote on (i) a proposal to approve the Merger and the other transactions contemplated by the Merger Agreement (the “Merger Proposal”), (ii) a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger (the “Advisory Merger-Related Compensation Proposal”), and (iii) a proposal to approve one or more adjournments of the Special Meeting, if necessary, appropriate or advisable, including adjournments to permit further solicitation of additional proxies in favor of the proposals described above (the “Adjournment Proposal”). If the Merger is completed, you, as a holder of common stock, $0.01 par value per share, of the Company (the “Company Common Stock”), will be entitled to receive $30.38 in cash, without interest, subject to certain adjustments as further described in the enclosed proxy statement, in exchange for each share of Company Common Stock you own as of immediately prior to the effective time of the Merger (the “Effective Time”), as more fully described in the enclosed proxy statement. Our Board has unanimously (i) determined and declared that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of the Company and its stockholders, (ii) duly authorized, approved and declared advisable the execution, delivery and performance of the Merger Agreement, and the consummation of the Merger and the other transactions contemplated by the Merger Agreement, (iii) directed that the approval of the Merger and the other transactions contemplated by the Merger Agreement be submitted for consideration by the holders of Company Common Stock at the Special Meeting, and (iv) recommended that the Company’s stockholders vote in favor of the Merger Proposal. The Board recommends that you vote “FOR” the approval of the Merger Proposal (Proposal 1 below), which approval is necessary to complete the Merger, “FOR” the Advisory Merger-Related Compensation Proposal (Proposal 2 below) and “FOR” the Adjournment Proposal (Proposal 3 below). The Merger Proposal must be approved by the affirmative vote of the holders of Company Common Stock entitled to cast a majority of all the votes entitled to be cast at the Special Meeting on the Merger Proposal. Each of the Advisory Merger-Related Compensation Proposal and Adjournment Proposal must be approved by the affirmative vote of a majority of the votes cast at the Special Meeting on such proposal. All stockholders of record of the Company Common Stock at the close of business on , 2026 are entitled to notice of, and to vote at, the Special Meeting. Approval TABLE OF CONTENTS of the Advisory Merger-Related Compensation Proposal and the Adjournment Proposal is not required for completion of the Merger. The Notice of Special Meeting and proxy statement accompanying this letter provide you with more specific information concerning the Special Meeting, the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. The Company encourages you to read carefully the enclosed proxy statement, including the annexes. You may also obtain more information about the Company from it or from documents filed with the U.S. Securities and Exchange Commission. Your vote is very important regardless of the number of shares of Company Common Stock that you own. Whether or not you plan to attend the virtual Special Meeting, the Company requests that you authorize a proxy to vote your shares by either completing and returning the enclosed proxy card as promptly as possible or authorizing your proxy or voting instructions by telephone or through the Internet. The enclosed proxy card contains instructions regarding voting. If you virtually attend the Special Meeting, you will be able to personally vote even if you have previously submitted your proxy, as your proxy is revocable at your option, but you may also continue to have your shares voted as instructed in your proxy, as your attendance alone will not revoke any proxy that you have previously given. If you fail to authorize a proxy to vote your shares, fail to personally vote at the Special Meeting, or fail to instruct your broker on how to vote, it will have the same effect as a vote “ AGAINST ” approval of the Merger Proposal. On behalf of the Board, thank you for your continued support. Sincerely, Michael A. Seton President and Chief Executive Officer Jonathan Kuchin Chair of the Board of Directors This proxy statement is dated , 2026 and, together with the enclosed proxy card, is first being mailed to our stockholders on or about , 2026. TABLE OF CONTENTS 1001 Water St., Suite 800 Tampa, Florida 33602 , 2026 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON , 2026 , 2026 To the Stockholders of Sila Realty Trust, Inc.: NOTICE IS HEREBY GIVEN that the special meeting of stockholders (including any adjournment or postponement thereof, the “Special Meeting”) of Sila Realty Trust, Inc., a Maryland corporation (the “Company”), will be held on , 2026, at , Eastern Time, virtually via live webcast, at www.virtualshareholdermeeting.com/SILA2026SM , for the following purposes: (1) To consider and vote on a 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 sub