Sila Realty Trust Inc

1. 1

   Merger Proposal

   ManagementBoard: FOR

   Approve the Agreement and Plan of Merger to merge Sila Realty Trust, Inc. with and into Sunshine Holding REIT LLC, with Merger Sub surviving, and to authorize the transactions contemplated by the Merger Agreement, under which each share of Company Common Stock will be converted into the right to receive $30.38 in cash per share.

   More detail

   This proposal asks shareholders to approve the Agreement and Plan of Merger under which Sila will be merged into Merger Sub, a Delaware LLC formed and controlled by an affiliate of Blue Owl, and each share of common stock will be converted into the right to receive $30.38 in cash. Management and the Board seek shareholder approval because stockholder consent is a closing condition under Maryland law and the Merger Agreement; without it the Merger cannot be completed. Contextually, the Board and advisors ran a competitive process, received multiple bids, and negotiated terms that include no financing condition for Parent, an equity commitment letter and a limited guarantee from Parent affiliates; BofA Securities provided a fairness opinion. The Board concluded the Merger provides immediate liquidity at a 19% premium to the last trading price before announcement and addresses scale, trading discount and capital access challenges facing the company as a standalone REIT. Notable transaction terms include a Parent Termination Fee and a Company Termination Fee, no appraisal rights for stockholders, limitations on dividend actions and customary closing conditions; the Merger will result in delisting and deregistration of Sila’s stock. The board also considered countervailing factors including loss of future upside for public shareholders, potential employee departures, transaction costs, and limits on remedies against Parent (including caps tied to the Parent Termination Fee). The Board recommended a vote FOR based on the certainty of value, the premium, the competitive process and the fairness opinion, while acknowledging the risks and the fact that the advisory vote on executive compensation and the adjournment proposal are separate and non-binding. Shareholders should weigh the immediate cash consideration, transaction legal and tax consequences, and the governance trade-offs in deciding how to vote.

2. 2

   Advisory Merger-Related Compensation Proposal

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation that may be paid or become payable to Sila’s named executive officers that is based on or otherwise relates to the Merger (a ‘say-on-golden-parachute’ vote required by Rule 14a‑21).

   More detail

   This advisory (non-binding) proposal asks shareholders to approve the “golden parachute” compensation that may be paid to named executive officers in connection with the Merger. Management is presenting this vote to comply with Rule 14a‑21(c) and Dodd‑Frank requirements and to obtain a shareholder signal on the merger-related compensation disclosed in the proxy (quantified in the Interests section and including accelerated equity, severance and other benefits for executives). The vote is advisory only and not a closing condition; payments required by contract will remain payable if the Merger closes regardless of the advisory result. The proxy contains quantified estimates of potential payouts (e.g., amounts disclosed for the CEO and CFO and vesting treatment of restricted stock and deferred stock units), and the Board’s recommendation reflects a view that these arrangements are customary in change‑of‑control transactions and were negotiated consistent with the Company’s disclosure and compensation policies. Voters should understand that the advisory vote compares certainty of negotiated transition payments against principles of pay‑for‑performance and may influence future governance and compensation practices but will not legally constrain payments that are contractually obligated. A vote FOR would signal shareholder acceptance of the disclosed arrangements and may reduce governance friction post‑closing; a vote AGAINST would be a negative governance signal and could prompt further shareholder engagement. The Board recommends FOR, citing transparency and the Company’s disclosure of the amounts and rationale, while reminding shareholders that the vote is non‑binding.

3. 3

   Adjournment Proposal

   ManagementBoard: FOR

   Approve any adjournments of the Special Meeting, if necessary or appropriate, to permit further solicitation of proxies to obtain the votes required to approve the Merger Proposal.

   More detail

   This proposal asks shareholders to authorize the chair to adjourn or postpone the Special Meeting to a later date for the limited purpose of soliciting additional proxies if there are insufficient votes to approve the Merger Proposal when the meeting is convened. Such adjournments are procedural tools commonly used in M&A transactions when broker non‑votes, abstentions or unreturned proxies may prevent a required vote threshold—here a majority of all votes entitled to be cast for the Merger Proposal—from being achieved. Management is seeking this authority to preserve flexibility and avoid having to reconvene a new meeting or otherwise incur delay if votes fall short; adjournments would typically be limited in duration and used solely to continue solicitation efforts. The vote to adjourn itself requires a majority of votes cast and is not a condition to closing the merger; therefore, a shareholder’s abstention or failure to vote on this proposal will not affect the outcome, assuming a quorum. While granting the adjournment authority can facilitate completion of a negotiated transaction by enabling additional outreach to holders (including obtaining broker instructions in some cases), it can also delay a final vote and extend the period of uncertainty for public investors, employees and other stakeholders. The Board recommends a vote FOR because adjournment authority is a customary and narrow governance power that supports orderly completion of the Merger if additional solicitation is needed.

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When is the Sila Realty Trust Inc 2026 special meeting?

Sila Realty Trust Inc (SILA) holds its 2026 special shareholder meeting on Friday, June 26, 2026.

What is the record date for the Sila Realty Trust Inc 2026 meeting?

The record date for the Sila Realty Trust Inc 2026 meeting is Tuesday, May 19, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Sila Realty Trust Inc's 2026 meeting?

The board is presenting 5 director nominees at the Sila Realty Trust Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Sila Realty Trust Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Sila Realty Trust Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.