Form 8-K
8-K — Sila Realty Trust, Inc.
Accession: 0001140361-26-027203
Filed: 2026-07-01
Period: 2026-07-01
CIK: 0001567925
SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)
Item: Completion of Acquisition or Disposition of Assets
Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item: Material Modifications to Rights of Security Holders
Item: Changes in Control of Registrant
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — ef20077151_8k.htm (Primary)
EX-99.1 — EXHIBIT 99.1 (ef20077151_ex99-1.htm)
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8-K
8-K (Primary)
Filename: ef20077151_8k.htm · Sequence: 1
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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): July 1, 2026
Sila Realty Trust, Inc.
(Sunshine Holding REIT LLC, as successor by merger to Sila Realty Trust, Inc.)
(Exact name of registrant specified in its charter)
Maryland
001-42129
46-1854011
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(IRS Employer Identification No.)
1001 Water Street
Suite 800
Tampa, Florida 33601
(Address of
Principal Executive Offices, Zip Code)
(813) 287-0101
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changes 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, par value $0.01 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. ☐
Introductory Note
This Current Report on Form 8-K is being filed in connection with the consummation on July 1, 2026 (the “Closing Date”) of the transactions contemplated
by that certain Agreement and Plan of Merger, dated as of April 19, 2026, by and among Sila Realty Trust, Inc., a Maryland corporation (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”).
Pursuant to the Merger Agreement, on July 1, 2026, the Company merged with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger (the
“Surviving Entity”). Concurrently with the closing of the Merger, the Surviving Entity changed its name to Sunshine Realty Holdings LLC.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
Pursuant to the terms of the Merger Agreement, on July 1, 2026, at the effective time of the Merger (the “Effective Time”), each share of common stock, $0.01 par value
per share, of the Company (“Company Common Stock”) issued and outstanding as of immediately prior to the Effective Time (other than shares of Company Common Stock owned by any of Parent, Merger Sub or any of their respective wholly owned
subsidiaries, which were cancelled and not entitled to receive Per Share Merger Consideration (as defined below)) was cancelled, retired and automatically converted into the right to receive an amount in cash equal to $30.38 per share (the “Per
Share Merger Consideration”), upon the terms and subject to the conditions set forth in the Merger Agreement.
As of immediately prior to the Effective Time, all restricted shares of Company Common Stock granted pursuant to an award under the Company Amended and Restated 2014
Restricted Share Plan (as amended and restated effective as of April 2, 2025) (the “Company Equity Incentive Plan”) (the “Company Restricted Stock”) that were issued and outstanding immediately prior to the Effective Time (whether or not then
vested) have (A) automatically fully vested and all restrictions on such Company Restricted Stock have lapsed as of immediately prior to the Effective Time and (B) as of the Effective Time were cancelled, retired and automatically converted into
the right to receive the Per Share Merger Consideration (subject to any applicable withholding or other taxes, or other amounts required by applicable law to be withheld).
As of immediately prior to the Effective Time, all deferred stock units with respect to a share of Company Common Stock, whether granted under a Company Equity
Incentive Plan (including any dividend equivalent units credited with respect thereto) (the “Company Deferred Stock Units”), that were outstanding and unvested immediately prior to the Effective Time, have (A) vested at the greater of (1) the
target number of shares of Company Common Stock subject to each such Company Deferred Stock Unit and (2) the number of shares of Company Common Stock earned based on the actual achievement of the applicable performance goals as of the Effective
Time (or over the first two years of the 2024-2026 performance period with respect to Company Deferred Stock Units granted in 2024) and (B) as of the Effective Time, were cancelled and extinguished. The holder is entitled to receive (subject to
any applicable withholding or other Taxes, or other amounts required by applicable law to be withheld) an amount in cash equal to the product of the Per Share Merger Consideration, multiplied by the total number of vested shares of Company Common
Stock subject to such Company Deferred Stock Unit, rounded up to the nearest whole cent. Any accrued and unpaid cash dividend equivalents with respect to outstanding Company Deferred Stock Units that vest in connection with the Merger will also
vest and be paid to holders of Company Deferred Stock Units.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the full text of the Merger
Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule Standard; Transfer of Listing.
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
On the Closing Date, the Company notified the New York Stock Exchange (the “NYSE”) of the consummation of the Merger and requested that the NYSE file with the
Securities and Exchange Commission (“SEC”) a notification of removal from listing on Form 25 in order to delist the Company Common Stock from the NYSE and deregister the Company Common Stock under Section 12(b) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”). The Surviving Entity intends to file with the SEC a certification on Form 15 to cause the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act to be suspended.
Item 3.03. Material Modification to Rights of Security Holders.
At the Effective Time, all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock
owned by any of Parent, Merger Sub or any of their respective wholly owned subsidiaries, which were cancelled and not entitled to receive Per Share Merger Consideration) were automatically cancelled and automatically converted into the right to
receive Per Share Merger Consideration.
The information provided in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8‑K is incorporated herein by reference.
Item 5.01. Changes in Control of Registrant.
The information provided in the Introductory Note and Items 2.01, 3.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
In accordance with the terms of the Merger Agreement, at the Effective Time, each of the six directors of the Company prior to consummation of the Merger (Michael A.
Seton, Jonathan Kuchin, Z. Jamie Behar, Adrienne Kirby, Verett Mims and Roger Pratt) ceased to be directors of the Company. These resignations were in connection with the Merger and not a result of any disagreements between the Company and the
resigning directors on any matter relating to the Company’s operations, policies or practices.
In accordance with the terms of the Merger Agreement, as of the Effective Time, Mr. Seton and Kay C. Neely ceased to serve as principal executive officer and principal
financial officer, respectively.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The disclosure under the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
Pursuant to the Merger Agreement, as of the Effective Time of the Merger, the Company ceased to exist and the Merger Sub continued as the surviving entity.
Item 7.01. Regulation FD Disclosure.
On July 1, 2026, Parent issued a press release announcing the completion of the Merger. The full text of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
The information contained in Item 7.01 of this report, including Exhibit 99.1, shall not be incorporated by reference into any filing of the registrants,
whether made before, on or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information contained in Item 7.01 of this report, including
Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No.
Description
2.1*
Agreement and Plan of Merger, dated as of April 19, 2026, by and
among Sila Realty Trust, Inc., Sunshine Holding REIT LLC, and Sunshine Ultimate Parent LLC, (incorporated by reference to Exhibit 2.1 to Sila Realty Trust, Inc.’s Form 8-K filed on April 19, 2026)
99.1
Press Release, dated July 1, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Sila Realty Trust, Inc. agrees to furnish supplementally to the SEC a copy of any omitted
schedule upon request by the SEC.
SIGNATURES
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.
SUNSHINE REALTY HOLDINGS LLC
(formerly Sila Realty Trust, Inc.)
By:
/s/ Michael Reiter
Name:
Michael Reiter
Title:
Chief Operating Officer
Dated: July 1, 2026
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: ef20077151_ex99-1.htm · Sequence: 2
Exhibit 99.1
Funds Managed by Blue Owl Capital Complete Acquisition of Sila Realty Trust
New York, NY & Tampa, Fla. – July 1, 2026 – Blue Owl Capital Inc. (“Blue Owl”) (NYSE: OWL), a leading alternative asset manager, today announced that funds managed by
Blue Owl have successfully completed the previously announced acquisition of Sila Realty Trust, Inc. (“Sila” or “the Company”), a net lease real estate investment trust with a strategic focus on investing in the growing and resilient healthcare
sector.
“The acquisition of Sila and its differentiated, scaled portfolio of high-quality healthcare assets with strong tenants and well-structured long-term leases will further
expand Blue Owl’s core net lease strategy,” said Marc Zahr, Co-President and Global Head of Real Assets at Blue Owl. “This transaction builds on the firm’s experience investing across the healthcare landscape and represents an opportunity to
capitalize on the strong supply and demand fundamentals in the healthcare real estate sector while delivering compelling value for investors and the communities these facilities serve.”
At Sila’s Special Meeting of Stockholders held on June 26, 2026, more than 98% of votes were cast in favor of approving the merger agreement. Upon closing of the
transaction, Sila’s common stock ceased trading and will be delisted from the New York Stock Exchange, and Sila’s common stockholders received $30.38 per share in cash, representing an approximately 19% premium over the closing share price on April
17, 2026, the last full trading day prior to the transaction announcement.
The completion of the transaction marks an important milestone for Blue Owl’s Real Assets platform and reflects the firm’s continued focus on expanding its presence
across essential real estate sectors. As part of Blue Owl’s Real Assets platform, the Sila portfolio will benefit from the firm’s institutional scale, investment expertise and long-standing relationships across the real estate market, creating a
strong foundation for continued growth and long-term value creation.
Advisors
BofA Securities served as Sila’s exclusive financial advisor. Hogan Lovells US LLP served as the Company’s legal counsel.
Citigroup Global Markets Inc. acted as lead financial advisor to Blue Owl and Truist Securities, Inc. also acted as financial advisor and Newmark Group, Inc. served as
real estate advisor. Kirkland & Ellis LLP served as legal advisor to Blue Owl. Dechert LLP served as legal advisor to Citigroup Global Markets Inc. and Truist Securities, Inc.
About Blue Owl
Blue Owl (NYSE: OWL) is a leading asset manager that is redefining alternatives®. With $315 billion in assets under management as of March 31, 2026, we invest
across three multi-strategy platforms: Credit, Real Assets and GP Strategic Capital. Anchored by a strong permanent capital base, we provide businesses with private capital solutions to drive long-term growth and offer institutional investors,
individual investors, and insurance companies differentiated alternative investment opportunities that aim to deliver strong performance, risk-adjusted returns, and capital preservation.
Together with over 1,390 experienced professionals globally, Blue Owl brings the vision and discipline to create the exceptional. To learn more, visit www.blueowl.com or LinkedIn: https://www.linkedin.com/company/blue-owl-capital.
About Sila Realty Trust, Inc.
Sila Realty Trust, Inc., headquartered in Tampa, Florida, is a net lease real estate investment trust with a strategic focus on investing in the growing and resilient
healthcare sector. The Company invests in high quality healthcare facilities along the continuum of care in the pursuit of generating predictable, durable, and growing income streams. Sila’s portfolio comprises high quality tenants in
geographically diverse facilities, which are positioned to capitalize on the dynamic delivery of healthcare to patients. As of March 31, 2026, the Company owned 137 real estate properties and three undeveloped land parcels, located in 65 markets
across the United States.
Investor Contact
Ann Dai
Head of Investor Relations
blueowlir@blueowl.com
Miles Callahan, Senior Vice President – Acquisitions, Capital Markets, Research & Credit
833-404-4107
IR@silarealtytrust.com
Media Contact
media@blueowl.com
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