Sila Realty Trust (SILA) Proxy filing summary

Executive summary

• A special meeting is called for shareholders to vote on a proposed merger with Sunshine Holding REIT LLC, a subsidiary of Sunshine Ultimate Parent LLC, under an agreement dated April 19, 2026.

• 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, citing strategic, financial, and market factors, and has obtained a fairness opinion from BofA Securities.

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

Voting matters and shareholder proposals

• Shareholders will vote on: (1) approval of the merger, (2) a non-binding advisory vote on merger-related executive compensation, and (3) adjournment of the meeting if more votes are needed.

• Approval of the merger requires a majority of all votes entitled to be cast; failure to vote or abstentions count as votes against.

• The Board recommends voting FOR all proposals.

Board of directors and corporate governance

• The Board conducted a robust process, engaging BofA Securities as financial advisor and considering multiple bids from strategic and financial buyers.

• The Board considered both positive and negative factors, including loss of public company status and potential alternative transactions.