Sila Realty Trust (SILA) Proxy filing summary

Executive summary

• A special meeting is scheduled for June 26, 2026, to vote on a merger with Sunshine Holding REIT LLC, a subsidiary of Sunshine Ultimate Parent LLC, resulting in the company becoming a wholly owned subsidiary of Parent and ceasing to be publicly traded.

• Shareholders will receive $30.38 in cash per share, representing a 19% premium over the pre-announcement closing price and a 25.6% premium over the 30-day volume-weighted average.

• The Board unanimously recommends approval of the merger, citing certainty of value, liquidity, and a competitive auction process as key factors.

• The merger is subject to shareholder approval, regulatory clearances, and other customary closing conditions.

Voting matters and shareholder proposals

• Shareholders will vote on three proposals: (1) approval of the merger, (2) advisory approval of merger-related executive compensation, and (3) approval of adjournments to solicit additional proxies if needed.

• Approval of the merger requires a majority of all votes entitled to be cast; the other proposals require a majority of votes cast.

• Failure to vote or abstentions count as votes against the merger proposal.

• No other matters may be brought before the special meeting.

Board of directors and corporate governance

• The Board conducted a robust strategic review, engaged BofA Securities as financial advisor, and ran a competitive auction process with multiple bidders.

• The Board considered both positive and negative factors, including loss of future participation in company growth and potential risks if the merger does not close.

• The Board’s recommendation is based on advice from financial and legal advisors and a fairness opinion from BofA Securities.