Sila Realty Trust, Inc.

false 0001567925 0001567925 2026-06-17 2026-06-17 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 17, 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 8.01. Other Events. As previously disclosed, on April 19, 2026, Sila Realty Trust, Inc., a Maryland corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with 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”), pursuant to which, on the terms and subject to the conditions set forth therein, the Company will merge 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. In connection with the Merger, the Company filed with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement on Schedule 14A on May 5, 2026 (the “Preliminary Proxy Statement”), and a definitive proxy statement on Schedule 14A on May 22, 2026 (the “Definitive Proxy Statement”), in each case, with respect to a special meeting of the Company’s stockholders (the “Special Meeting”), which will be held on June 26, 2026 at 9:00 a.m., Eastern Time, in a virtual format by live webcast, to act on, among others, a proposal to approve the transactions contemplated by the Merger Agreement, as disclosed in the Definitive Proxy Statement. As of June 16, 2026, the Company is aware of two (2) complaints that have been filed as individual actions in connection with the Merger by purported stockholders of the Company against the Company and the individual members of the Company’s board of directors. The complaints are captioned as follows: (i) Thompson v. Sila Realty Trust, Inc. et al, Index No. 653296/2026 (N.Y. Sup. Ct. N.Y. Cnty. Jun. 2, 2026) and (ii) Grant v. Sila Realty Trust, Inc. et al, Index. No. 653217/2026 (N.Y. Sup. Ct. N.Y. Cnty. Jun. 1, 2026) (collectively, the “Complaints”). The Complaints seek to enjoin the defendants from proceeding with the Merger unless the defendants disclose certain purportedly material information alleged to have been omitted from the Preliminary Proxy Statement and/or the Definitive Proxy Statement and rescission of the Merger and/or damages if the Merger is consummated. In addition to the Complaints, as of June 16, 2026, the Company has received fifteen (15) demand letters from law firms claiming to represent purported Company stockholders, which also generally allege disclosure deficiencies in the Preliminary Proxy Statement and/or the Definitive Proxy Statement (collectively, the “Demand Letters” and, together with the Complaints, the “Matters”). The Company and the other defendants named in the Matters deny all allegations in the Matters and believe that the Matters are without merit and that no supplemental disclosure to the Preliminary Proxy Statement and/or the Definitive Proxy Statement was or is required under any applicable law, rule or regulation. However, solely to minimize the burden and expense of potential litigation, avoid nuisance and potential delay or disruption to the Merger and provide additional information to the Company’s stockholders, the Company has determined to voluntarily supplement the Definitive Proxy Statement with the below disclosures. The Company believes that the disclosures in the Preliminary Proxy Statement and the Definitive Proxy Statement comply fully with applicable law and nothing in the supplemental disclosures will be deemed an admission of the legal necessity or materiality under applicable law of any of the disclosures set forth herein or of the legal merit of the legal proceedings described in the Definitive Proxy Statement. It is possible that additional, similar demand letters or complaints may be received or filed or the Matters may be amended. The Company does not intend to announce the receipt or filing of each additional, similar demand letter, complaint or any amended complaint. SUPPLEMENTAL DISCLOSURES TO THE DEFINITIVE PROXY STATEMENT These following supplemental disclosures should be read in connection with the Definitive Proxy Statement, which should be read in its entirety. The inclusion in this supplement to the Definitive Proxy Statement of certain information should not be regarded as an indication that any of the Company or its affiliates, officers, directors or other representatives, or any other recipient of this information, considered, or now considers, it to be material, and such information should not be relied upon as such. To the extent that information herein differs from or updates information contained in the Definitive Proxy Statement, the information contained herein supersedes or supplements the information contained in the Definitive Proxy Statement. The information contained herein speaks only as of the date of this Current Report on Form 8-K, unless the information indicates another date applies. Capitalized terms used but not defined herein have the meanings set forth in the Definitive Proxy Statement, unless otherwise defined below. All page references in the information below are references to pages in the Definitive Proxy Statement. For clarity, new text within restated paragraphs (other than tables and related footnotes) from the Definitive Proxy Statement is highlighted with bold, underlined text , and deleted text within restated paragraphs from the Definitive Proxy Statement is highlighted with strikethrough text . 1. The section of the Definitive Proxy Statement entitled “Opinion of the Company’s Financial Advisor” starting on page 40 is hereby supplemented as follows: (a) The first paragraph on page 41 is amended and restated as follows: Selected Publicly Traded Companies Analysis . BofA Securities reviewed publicly available financial and stock market information for the Company and the following five publicly traded healthcare REITs , selected based on BofA Securities’ professional judgment and experience : Selec