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Preliminary Proxy Statement

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

(1)

To consider and vote on a proposal to approve the merger of the Company, with and into Sunshine Holding REIT LLC, a Delaware limited liability company (“Merger Sub”) and wholly owned subsidiary of Sunshine Ultimate Parent LLC, a Delaware limited liability company (“Parent”), with Merger Sub continuing as the surviving entity (such merger transaction, the “Merger” ), pursuant to the Agreement and Plan of Merger, dated as of April 19, 2026 (as may be amended from time to time, the “Merger Agreement”), by and among the Company, Parent, and Merger Sub, and the other transactions contemplated by the Merger Agreement (the “Merger Proposal”);

(2)

To consider and vote on a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger (the “Advisory Merger-Related Compensation Proposal”); and

(3)

To consider and vote on a proposal to approve any adjournment of the Special Meeting if necessary or appropriate for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”).

Q.

What is the proposed transaction?

A.

The proposed transaction is the acquisition of the Company and its subsidiaries, by Parent and one of its subsidiaries pursuant to the Merger Agreement. If the Merger Proposal is approved by the requisite vote of the Company’s stockholders and the other closing conditions under the Merger Agreement have been satisfied or waived, the Company will merge with and into Merger Sub, with Merger Sub continuing as the Surviving Entity. Upon the consummation of the Merger, each of the Company’s stockholders will be entitled to receive $30.38 in cash, without interest and subject to certain adjustments described herein, per share of Company Common Stock held by such holder. For additional information about the Merger, please review with your advisors the Merger Agreement attached to this proxy statement as Annex A, and incorporated by reference into this proxy statement. The Company encourages you to read the Merger Agreement carefully and in its entirety, as it is the principal document governing the Merger.

Q.

As a stockholder, what will I receive in the Merger?

A.

Upon consummation of the Merger, for each outstanding share of Company Common Stock that you own immediately prior to the Effective Time, you will be entitled to receive $30.38 in cash, without interest and subject to certain adjustments described herein.

Q.

Will I receive dividends with respect to the shares of Company Common Stock that I own?

A.

Under the terms of the Merger Agreement, the Company is permitted to issue up to two of its regular quarterly dividends, up to $0.40 per share of Company Common Stock per quarter, during the pendency of the Merger. In addition, the Merger Agreement permits the Company to declare and pay dividends to its stockholders as may be reasonably required in order for the Company to maintain its qualification as a REIT or to avoid or to continue to avoid incurring entity level income or excise taxes, provided that any such dividends will result in an offsetting decrease to the Merger Consideration.

Q.

When do you expect the Merger to be completed?

A.

If the Company’s stockholders vote to approve the Merger and the other transactions contemplated by the Merger Agreement, and assuming that the other conditions to the Merger are satisfied or waived, it is anticipated that the Merger will be completed on the third Business Day after all of the conditions to Closing are satisfied or waived. However, there can be no assurances that the conditions will be satisfied or waived, or that the Merger will be completed on that anticipated timeline, or at all. Pursuant to the Merger Agreement, the Closing will take place on (A) the third Business Day after all closing conditions are satisfied (other than those conditions that, by their nature, are to be satisfied at the Closing) or (B) at such other date as mutually agreed to by the parties to the Merger Agreement. Unless extended by mutual agreement, the Merger Agreement provides that either party may terminate the Merger Agreement if the Merger has not been consummated on or prior to the Outside Date. For further information regarding the timing of the Closing, see the sections of this proxy statement captioned “The Merger Agreement—Closing Date; Effective Time”.

Q.

What happens if the Merger is not completed?

A.

If the Merger Proposal is not approved by the Company’s stockholders, or if the Merger is not completed for any other reason, the Company’s stockholders will not receive any payment for their shares of Company Common Stock pursuant to the Merger Agreement. Instead, the Company will remain a public company, and the shares of Company Common Stock will continue to be registered under the Exchange Act and listed on the NYSE. Upon a termination of the Merger Agreement, under certain circumstances and pursuant to the terms of the Merger Agreement, the Company will be required to pay Parent the Company Termination Fee and Parent will be required

Q.

If the Merger is completed, how do I obtain the Merger Consideration for the shares of Company Common Stock I hold?

A.

Following the completion of the Merger, your shares of Company Common Stock will automatically be converted into the right to receive your portion of the Merger Consideration. Shortly after the Merger is completed, if you are a record holder of stock, you will receive a letter of transmittal describing how you may exchange your shares of Company Common Stock for the Merger Consideration. If your shares of Company Common Stock are held in “street name” by your broker, bank, or other nominee, you may receive instructions from your broker, bank, or other nominee as to what action, if any, you need to take to effect the surrender of your “street name” shares in exchange for the Merger Consideration.

Q.

When and where is the Special Meeting?

A.

The Special Meeting will be held on    , 2026, at     Eastern Time, in a virtual format, at www.virtualshareholdermeeting.com/SILA2026SM. You will also be able to vote your shares online by attending the Special Meeting by webcast.

Q.

Who can vote at and attend the Special Meeting?

A.

Stockholders of record at the close of business on the Record Date,    , 2026, are entitled to notice of, and to vote at, the Special Meeting and any adjournments thereof. As of    , 2026, the Company had     shares of Company Common Stock outstanding (including shares of Company Restricted Stock). The Company Common Stock constitutes the only class of voting securities of the Company entitled to vote at the Special Meeting. Each share of Company Common Stock is entitled to one vote on each matter submitted to a vote at a meeting of our stockholders. You will need to enter your control number printed on your proxy card to participate in the Special Meeting. The Special Meeting will begin promptly at    , Eastern Time. You are encouraged to access the meeting prior to the start time. If you encounter any difficulties accessing the meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting platform at www.virtualshareholdermeeting.com/SILA2026SM.

Q.

What is the quorum requirement?

A.

There must be a quorum present in order for the Special Meeting to be a duly held meeting at which business can be conducted. The presence at the Special Meeting, in person or by proxy, of stockholders entitled to cast a majority of all the votes entitled to be cast at the Special Meeting will constitute a quorum for the transaction of business by such holders at the Special Meeting. Each share of Company Common Stock is entitled to one vote on each proposal presented at the Special Meeting. If you submit a properly executed proxy, even if you abstain from voting or do not give instructions for voting, then you will at least be considered part of the quorum.

Q.

What vote of stockholders is required to approve the Merger and the other transactions contemplated by the Merger Agreement?

A.

Approval of the Merger Proposal requires the affirmative vote of the holders of shares of Company Common Stock entitled to cast a majority of all the votes entitled to be cast at the Special Meeting on the Merger Proposal. Because the required vote for the Merger Proposal is based on the number of votes the Company’s stockholders are entitled to cast rather than on the number of votes cast, failure to vote your shares (including failure to give voting instructions to your broker, bank, or other nominee) and abstentions will have the same effect as voting “AGAINST” the Merger Proposal.

Q.

What vote of stockholders is required to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger?

A.

Approval, on a non-binding, advisory basis, of the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger requires the affirmative

Q.

What vote of stockholders is required to approve adjournments of the Special Meeting?

A.

Approval of any adjournment of the Special Meeting to solicit additional proxies if necessary or appropriate, if there are not sufficient votes at the Special Meeting to approve the Merger Proposal requires the affirmative vote of a majority of the votes cast on the Adjournment Proposal. For the purpose of the Adjournment Proposal, failure to vote your shares (including failure to give voting instructions to your broker, bank, or other nominee) and abstentions will have no effect on the proposal. The Company does not intend to call a vote on this proposal if the Merger Proposal is approved at the Special Meeting. Pursuant to the Bylaws, the chair of the meeting may also adjourn the Special Meeting from time to time without the approval of the stockholders, subject to the terms of the Merger Agreement.

Q.

Why is my vote important?

A.

If you do not authorize your proxy or submit voting instructions or personally vote at the Special Meeting, it will be more difficult for the Company to obtain the necessary quorum to hold the Special Meeting. In addition, because the Merger Proposal must be approved by the affirmative vote of the holders of shares of Company Common Stock entitled to cast a majority of all the votes entitled to be cast at the Special Meeting on the Merger Proposal, your failure to authorize your proxy or voting instructions or to personally vote at the Special Meeting will have the same effect as a vote “AGAINST” the approval of the Merger Proposal.

Q.

How does the Merger Consideration of $30.38 per share of Company Common Stock compare to the market price of shares of Company Common Stock?

A.

The Merger Consideration of $30.38 per share of Company Common Stock provides approximately a 19% premium over the closing price of shares of Company Common Stock on April 17, 2026, the last trading day before the Company publicly announced the execution of the Merger Agreement, approximately a 25.6% premium to the Company’s 30-day volume-weighted average share price ending April 17, 2026.

Q.

How does the Board recommend that I vote?

A.

The Board unanimously recommends that you vote your shares “FOR” the Merger Proposal, “FOR” the Advisory Merger-Related Compensation Proposal, and “FOR” the Adjournment Proposal. No director has informed us that he or she intends to oppose any action intended to be taken by us at the Special Meeting.

Q.

Do any of the Company’s directors and executive officers have any interest in the Merger and the other transactions contemplated by the Merger Agreement that is different than mine?

A.

Certain of the Company’s directors and executive officers have certain interests in the Merger that are different from, or in addition to, the interests of the Company’s stockholders generally, including payment in respect of Company Restricted Stock Awards, Company Deferred Stock Units, potential severance benefits, and rights to ongoing indemnification and insurance coverage. See the section of this proxy statement captioned “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger” for additional information about interests that the Company’s directors and executive officers have in the Merger and the other transactions contemplated by the Merger Agreement that are different than yours.

Q.

What do I need to do now?

A.

After carefully reading and considering the information contained in this proxy statement and the annexes attached to this proxy statement, please vote your shares of Company Common Stock or authorize a proxy to vote your shares of Company Common Stock in one of the ways described below as soon as possible. You will be entitled to one vote for each share of Company Common Stock that you owned as of the Record Date.

Q.

How do I cast my vote during the Special Meeting?

A.

The Special Meeting will be held entirely online to allow greater participation. Stockholders may participate in the Special Meeting by visiting the following website: www.virtualshareholdermeeting.com/SILA2026SM. To

Q.

How do I vote my shares without participating in the Special Meeting?

A.

Whether you plan to attend the Special Meeting and vote at the meeting or not, we urge you to have your vote recorded. Stockholders who have received a paper copy of a proxy card or voting instruction card may submit their proxy via mail, using the provided proxy card. In addition, stockholders who live in the United States may authorize a proxy by following the “Vote by Phone” instructions on the Notice or provided proxy card. Stockholders with Internet access may submit a proxy by following the “Vote by Internet” instructions on the Notice or provided proxy card. The telephone and the Internet voting procedures are designed to authenticate the stockholder’s identity and to allow stockholders to authorize a proxy and confirm that their instructions have been properly recorded. If the telephone or the Internet option is available to you, we strongly encourage you to use it because it is faster and less costly. If you attend the Special Meeting, you also may submit your vote as described above, and any previous votes or proxies that you submitted will be superseded by the vote that you cast at the Special Meeting. However, attendance at the Special Meeting without voting your shares is not sufficient to revoke any previously authorized proxy. If you authorize your proxy by telephone or over the Internet or return your signed proxy card, but do not indicate how you wish to vote, your shares of Company Common Stock will be counted as present for purposes of determining a quorum and voted: (A) “FOR” the Merger Proposal, (B) “FOR” the Advisory Merger-Related Compensation Proposal, and (C) “FOR” the Adjournment Proposal. If you hold your shares in “street name” (that is, through a broker, bank, or other nominee), your broker, bank, or other nominee will not vote your shares unless you provide instructions to your broker, bank, or other nominee on how to vote your shares. You should instruct your broker, bank, or other nominee how to vote your shares by following the voting instructions provided by your broker, bank, or other nominee.

Q.

What will happen if I fail to provide voting instructions for shares I hold in “street name”?

A.

With respect to the Merger Proposal, if you hold shares in “street name” and fail to give voting instructions to your broker, bank, or other nominee, it will have the same effect as a vote “AGAINST” the Merger Proposal. With respect to the Advisory Merger-Related Compensation Proposal and the Adjournment Proposal, if you hold your shares in “street name” and fail to give voting instructions to your broker, bank, or other nominee, it will not have any effect on the outcome of such proposals, assuming a quorum is otherwise present at the Special Meeting. All of the proposals in this proxy statement are non-routine matters, so brokers, banks, and other nominees will not have authority to vote on any proposals unless instructed. Accordingly, if you own shares of Company Common Stock through a broker, bank, or other nominee (i.e., in “street name”), you must provide voting instructions in accordance with the instructions on the voting instruction card that your broker, bank, or other nominee provides to you, as brokers, banks, and other nominees do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement. For more information, see the section of this proxy statement captioned “The Special Meeting—Voting of Shares”.

Q.

What will happen if I abstain from voting or fail to vote?

A.

With respect to the Merger Proposal, if you abstain from voting or fail to personally cast your vote at the Special Meeting or by proxy, it will have the same effect as a vote “AGAINST” the Merger Proposal. With respect to the Advisory Merger-Related Compensation Proposal and the Adjournment Proposal, if you abstain from voting or fail to personally cast your vote at the Special Meeting or by proxy, it will not have any effect on the outcome of such proposals, assuming a quorum is otherwise present at the Special Meeting.

Q.

What happens if I sell my shares of Company Common Stock before the Special Meeting?

A

If you held shares of Company Common Stock on the Record Date but transfer them after the Record Date and prior to the Effective Time, you will retain your right to vote at the Special Meeting, but not the right to receive the Merger Consideration for those shares. The right to receive such consideration when the Merger becomes effective will pass to the person who at that time owns the shares of Company Common Stock you previously owned.

Q.

What if I return my proxy and then change my mind?

A.

You have the right to revoke your proxy at any time before the vote by: (A) notifying Kay C. Neely, our Executive Vice President, Chief Financial Officer, Treasurer and Secretary, in writing at our offices located at 1001 Water St., Suite 800, Tampa, Florida 33602; (B) attending the Special Meeting and voting; or (C) authorizing another proxy again at a later date using the same procedure as set forth above, but before the Special Meeting date. Only the most recent proxy authorization or vote will be counted, and all others will be discarded regardless of the method of voting.

Q.

What are the material U.S. federal income tax consequences of the Merger?

A.

If you are a U.S. holder, the exchange of your shares of Company Common Stock for Merger Consideration (including any amounts required to be withheld for tax purposes) pursuant to the Merger will generally require you to recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of Merger Consideration you receive pursuant to the Merger (including any amounts required to be withheld for tax purposes) and your adjusted tax basis in such surrendered shares. A non-U.S. holder will generally not be subject to U.S. federal income tax with respect to the exchange of such non-U.S. holder’s shares of Company Common Stock for Merger Consideration in the Merger unless such non-U.S. holder has certain connections to the United States or shares of Company Common Stock are treated as a United States real property interest in such holder’s hands. You should consult your tax advisor to determine the U.S. federal income tax consequences to you of the Merger in light of your particular circumstances and any consequences arising under the laws of any state, local, or non-U.S. taxing jurisdiction. A more complete description of the U.S. federal income tax consequences of the Merger is provided in the section of this proxy statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”.

Q.

What rights do I have if I oppose the Merger and the other transactions contemplated by the Merger Agreement?

A.

If you are a stockholder of record on the Record Date, you can vote against the Merger Proposal. You are not, however, entitled to exercise any appraisal rights, dissenters’ rights or the rights of an objecting stockholder to receive the fair value of your shares of Company Common Stock in connection with the Merger. As permitted by Maryland law, the Company’s Third Articles of Amendment and Restatement provides that stockholders are not entitled to exercise such rights and, accordingly, stockholders who object to the Merger do not have any appraisal rights, dissenters’ rights or the rights of an objecting stockholder in connection with the Merger. For more information, see the section of this proxy statement captioned “No Dissenters’ Rights of Appraisal”.

Q.

Where can I find the voting results of the Special Meeting?

A.

The Company intends to announce preliminary voting results at the Special Meeting and publish final results in a Current Report on Form 8-K that will be filed with the U.S. Securities and Exchange Commission (“SEC”) following the Special Meeting. All reports that the Company files with the SEC are publicly available on the SEC’s website at www.sec.gov.

Q.

Can I participate if I am unable to attend the Special Meeting?

A.

If you are unable to attend the virtual meeting, the Company encourages you to complete, sign, date and return your proxy card, or authorize your proxy or voting instructions by telephone or through the Internet.

Q.

Have any stockholders already agreed to vote to approve the Merger Proposal?

A.

To our knowledge, there are no contractual voting agreements in place with respect to the Merger Proposal.

Q.

Where can I find more information about the Company?

A.

The Company files certain information with the SEC. This information is available on the SEC’s website at www.sec.gov and on the Company’s website at www.investors.silarealtytrust.com. The information found on, or otherwise accessible through, the Company’s website is not incorporated into, and does not form a part of, this proxy statement or any other report or document the Company files with or furnishes to the SEC. You can also request copies of these documents from the Company. See the section of this proxy statement captioned “Where You Can Find Additional Information”.

Q.

Who pays the cost of this proxy solicitation?

A.

We will pay all the costs of soliciting these proxies. Our Board is soliciting your proxy on our behalf. We have engaged D.F. King & Co., Inc. (“D.F. King”) to assist in the solicitation of proxies for a fee of $25,000 as well as certain additional per-service fees and reimbursement of reasonable fees and expenses for these services. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to our stockholders.

Q.

Who can help answer my other questions?

A.

If after reading this proxy statement you have more questions about the Special Meeting or the Merger, you should contact D.F. King, the Company’s proxy solicitor, as follows:

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risks associated with the Company’s ability to obtain the stockholder approval required to consummate the Merger and the timing of the Closing, including the risks that a condition to Closing will not be satisfied within the expected timeframe or at all or that the Closing will not occur;

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the outcome of any legal proceedings that may be instituted against the parties to, and others related to, the Merger and the Merger Agreement;

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the risk that stockholder litigation in connection with the Merger may affect the timing or occurrence of the Merger or result in significant costs of defense, indemnification and liability;

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unanticipated difficulties or expenditures relating to the Merger, the response of business partners and competitors to the announcement of the Merger, potential difficulties in the Company’s ability to retain and hire key personnel and maintain relationships with tenants and other third parties as a result of the Merger, and/or potential difficulties in employee retention as a result of the announcement and pendency of the Merger;

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the risks related to liquidity and capital resources, capital expenditures, material cash requirements, and debt service requirements;

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macroeconomic factors, including expected interest rates, interest rate hedging impacts and practices, and inflation;

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disruption in the debt and banking markets;

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the ability of our tenants to satisfy their rent and other obligations under their leases;

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tariffs and changes in other governmental policies, including the impacts of government shutdowns, term loan requirements, share repurchases, our acquisitions and dispositions, leases, dividends, distributions, strategies, transactions, plans, goals, objectives, and prospects; and

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other factors, including those risks disclosed in Part I, Item 1A. “Risk Factors” and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and the Company’s other filings with the SEC, including any subsequent reports on Form 10-Q and Current Reports on Form 8-K.

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a proposal to approve the Merger Proposal;

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a proposal to approve, on a non-binding, advisory basis, the Advisory Merger-Related Compensation Proposal; and

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a proposal to approve the Adjournment Proposal.

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Notifying Kay C. Neely, our Executive Vice President, Chief Financial Officer, Treasurer and Secretary, in writing at our offices located at 1001 Water St., Suite 800, Tampa, Florida 33602;

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Attending the Special Meeting and voting; or

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Authorizing another proxy again at a later date using the same procedure as set forth above, but before the Special Meeting date. Only the most recent proxy authorization or vote will be counted and all others will be discarded regardless of the method of voting.

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determined and declared that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of the Company and its stockholders;

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duly authorized, approved and declared advisable the execution, delivery and performance of the Merger Agreement, and the consummation of the Merger and the other transactions contemplated by the Merger Agreement;

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directed that the approval of the Merger and the other transactions contemplated by the Merger Agreement be submitted for consideration by the holders of Company Common Shares at the special meeting; and

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resolved to recommend that the Company’s stockholders vote in favor of the Merger Proposal.

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the Board’s knowledge of the business, financial condition, earnings and prospects of the Company, including the adverse impacts of the Company’s lack of scale on tenant concentration and geographic concentration, and cost of capital;

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the Board’s knowledge of the current and prospective market environment in which the Company operates, including that the Company Common Stock has persistently traded at a discount to net lease peers and to the Company’s estimated net asset value, and the adverse impacts of the lack of scale and small public float in the Company Common Stock, including the challenges in attracting additional institutional investment and research analyst coverage, low trading volumes and relatively high share price volatility;

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the Board’s knowledge of the current and prospective organizational challenges, including management team build out in finding qualified employees with public company sophistication and experience located near the Company’s headquarters and Board composition and succession;

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the fact that the proposed Merger Consideration in the cash amount of $30.38 per share of Company Common Stock provides the Company’s stockholders with certainty of value and liquidity immediately upon the Closing, in comparison to the risks and uncertainty that would be inherent in remaining an independent public company, including the inherent risks and uncertainties currently present in the economy generally, the Company’s potential need to raise capital due to the Company’s growth plan as well as the difficulty and increasing cost of obtaining capital in the current interest rate environment and the relative trading price of the Company Common Stock compared to net asset value, as well as the potential for activism threats;

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the current and historical trading prices of Company Common Stock, including the fact that the proposed Merger Consideration in the cash amount of $30.38 per share of Company Common Stock provides approximately a 19.0% premium over the closing price of the Company Common Stock on April 17, 2026, the last full trading day before the Company publicly announced the execution of the Merger Agreement, and approximately a 25.6% premium to the Company’s 30-trading day volume-weighted average share price ending April 17, 2026;

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the fact that the Company contacted or responded to inbound interest from the most feasible potential strategic and financial buyers and engaged in an extensive competitive auction and due diligence with multiple potential buyers, the proposed price represents the result of extensive arm’s-length negotiations between the Company and Parent, during which the Company was able to negotiate meaningful improvements to both the initial price proposed by Parent and other key terms of the Merger Agreement over the course of negotiations;

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the fact that the Merger Agreement provides for no-shop and fiduciary out provisions, which prohibit the Company from soliciting competing proposals but, subject to the terms thereof, permit the Board to consider

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advice from the Company’s independent financial advisor and outside legal counsel that the Company's right to terminate the Merger Agreement, under certain circumstances, in order to enter into a definitive agreement providing for the implementation of a Superior Proposal, and the Company Termination Fee, are reasonable and not likely to preclude any other interested party from making a competing proposal;

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that the Merger Agreement contains terms that, taken as a whole, the Board believes provides a significant degree of certainty that the Merger will be completed as quickly as possible;

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the probability that the Merger will be completed based on, among other things, Parent’s available capital and Parent’s experience in the real estate industry, the absence of a financing contingency or condition, the Parent Termination Payment equal to $152,035,142, payable to the Company if the Merger Agreement is terminated in certain circumstances, including (A) termination by the Company due to a breach by Parent or failure to consummate the closing at a time when the closing conditions were satisfied or (B) termination by either the Company or Parent if the Merger has not occurred on or before the Outside Date and at a time when the Company was entitled to terminate the Merger Agreement due to Parent’s breach or failure to consummate the closing at a time when the conditions were satisfied;

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the fact that Parent executed the Equity Funding Letter representing the Required Amount payable under the Merger Agreement;

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the fact that the Limited Guarantee was executed by affiliates of Parent, which affiliates have represented that they have sufficient available capital to pay the full amount of the Limited Guarantee;

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the opinion of BofA Securities, dated April 19, 2026, to the Board as to the fairness, from a financial point of view and as of the date of the opinion, of the Merger Consideration to be received by holders of the Company Common Stock, as more fully described below in the section of this proxy statement captioned “The Merger—Opinion of the Company’s Financial Advisor,” and the advice from counsel regarding the terms of the Merger Agreement; and

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the fact that the Merger is subject to the Company’s receipt of the approval of the Merger by a majority of all the votes entitled to be cast at the Special Meeting on the Merger Proposal, and that the Company’s stockholders are free to vote against the Merger for any reason, including if a higher offer were to be made prior to the Special Meeting (in certain cases subject to the Company Termination fee if the Company subsequently were to enter into an Alternative Acquisition Agreement relating to, or to consummate, any Alternative Acquisition).

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the fact that, following the Merger, the Company will no longer exist as a stand-alone public company and that its existing stockholders will not participate in any future earnings or growth;

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the risk that an alternative transaction or different strategic alternative or liquidation potentially could be more beneficial to the Company’s stockholders than the Merger;

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the significant costs involved in connection with entering into the Merger Agreement and completing the Merger and the substantial time and effort of management required to consummate the Merger and related disruptions to the operation of our business;

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the fact that Parent is a newly formed entity with no assets and that the Limited Guaranty, provided by the Guarantors, guarantees Parent’s obligations under the Merger Agreement only with respect to payment of the Parent Termination Fee of $152,035,142, or damages payable in certain circumstances up to the amount of

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the risks that Parent fails to close or breaches the Merger Agreement, that Parent’s financing contemplated by the Equity Funding Letter will be unavailable (although financing availability is not a condition to Parent’s obligation to close), and the fact that while the Company is entitled to seek specific performance with respect to Parent’s obligation to close, in the event the Merger Agreement is terminated under certain circumstances and the Parent Termination Fee becomes payable, the Company’s sole monetary recourse would be to receive the Parent Termination Fee of approximately $152,035,142 and certain enforcement costs associated with such Parent Termination Fee, if applicable (which enforcement costs are capped at $3,000,000), which, while substantial, may be inadequate to compensate the Company in the event of a termination and which termination may harm the Company’s prospects if the Merger does not close;

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the risk of merger-related stockholder litigation;

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the fact that this transaction will be taxable to the Company’s stockholders;

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the risk that the Company will lose employees;

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the fact that the Company stockholders are not entitled to appraisal or dissenter’s rights;

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the fact that, under the terms of the Merger Agreement, the Company is not permitted to make, declare or pay any dividends or distributions, except for (A) the declaration and payment of two regular quarterly dividends prior to closing in accordance with past practice at a rate not to exceed $0.40 per share per quarter, (B) dividends by wholly owned Company subsidiaries to their parent entities, (C) accrued dividends and dividend equivalent rights with respect to and pursuant to the terms of Company Equity Awards, and (D) distributions reasonably necessary for the Company to maintain its status as a REIT under the Code and to avoid or reduce the imposition of any entity level income or excise Tax under the Code (including the ability to declare a Special Pre-Closing Dividend (as defined in the Merger Agreement) that would reduce the Merger Consideration on a dollar-for-dollar basis);

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the restrictions on the conduct of the Company’s business prior to the completion of the Merger, which could delay or prevent the Company from undertaking business opportunities that may arise pending completion of the Merger and that, absent the Merger Agreement, the Company might have pursued;

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the potential adverse impact of the announcement and pendency of the transactions contemplated by the Merger Agreement on our business, including on our existing and prospective business relationships with tenants and other third parties and on our employees, including the risk that certain key members of our management might choose not to remain employed with us prior to the completion of the Merger, regardless of whether or not the Merger is completed;

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the significant transaction costs, business disruption and diversion of management focus and resources caused by the proposed Merger, which will likely harm the Company’s prospects if the Merger does not close; and

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the fact that certain directors and executive officers of the Company may have conflicts of interest in connection with the Merger, as they may receive certain benefits that are different from, and in addition to, those of the Company’s other stockholders, including with respect to change of control compensation as more fully described in the section of this proxy statement captioned “Interests of the Company’s Directors and Executive Officers in the Merger.”

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determined and declared that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of the Company and its stockholders;

•

duly authorized, approved and declared advisable the execution, delivery and performance of the Merger Agreement, and the consummation of the Merger and the other transactions contemplated by the Merger Agreement;

•

directed that the approval of the Merger and the other transactions contemplated by the Merger Agreement be submitted for consideration by the holders of Company Common Stock at the Special Meeting; and

•

recommended that the Company’s stockholders vote in favor of the Merger Proposal.

(1)

Cash net operating income (“Cash NOI”) is calculated as the Company’s projected net operating income before other income (expense), adjusted for straight-line revenue, deferred cash revenue, general and administrative property management fees and amortization of above- and below- market lease intangibles including ground leases, and assumes the completion of acquisitions and dispositions in each year presented, as described in “—Important Information About the Financial Projections” below.

(2)

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) is calculated as net income or loss, calculated in accordance with GAAP, adjusted for interest expense, income tax expense (benefit), depreciation and amortization, impairments of real estate assets, losses from the disposition of properties, and gains from the disposition of properties

(3)

Funds from Operations (“FFO”) is calculated as net income (calculated in accordance with GAAP), excluding gains and losses from sales of real estate assets, impairment of real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, and depreciation and amortization of real estate assets.

(4)

Adjusted FFO (“AFFO”) is calculated as FFO, adjusted for demolition costs, amortization of above- and below-market lease intangibles (including ground leases), current expected credit loss (“CECL”) reserve adjustment, gains (losses) on extinguishment of debt, deferred revenue, straight-line rent, deferred compensation, amortization of notes receivable origination fees and debt amortization costs and origination fees.

(5)

“Unlevered Free Cash Flow” was calculated by BofA Securities, in connection with its financial analysis as described in the section of this proxy statement captioned “The Merger—Opinion of the Company’s Financial Advisor,” using the financial information provided by the Company in the financial projections, as Adjusted EBITDA less straight-line rent, amortization of above- and below-market leases, capital expenditures, and adjustments for changes in NWC and other assets, notes receivable and sale of real estate.

(i)

reviewed certain publicly available business and financial information relating to the Company;

(ii)

reviewed certain internal financial and operating information with respect to the business, operations and prospects of the Company furnished to or discussed with BofA Securities by the management of the Company, including certain financial forecasts relating to the Company prepared by the management of the Company (the “Company Management Forecasts”);

(iii)

discussed the past and current business, operations, financial condition and prospects of the Company with members of senior management of the Company;

(iv)

reviewed the trading history for the Company Common Stock and a comparison of that trading history with the trading histories of other companies BofA Securities deemed relevant;

(v)

compared certain financial and stock market information of the Company with similar information of other companies BofA Securities deemed relevant;

(vi)

compared certain financial terms of the Merger to financial terms, to the extent publicly available, of other transactions BofA Securities deemed relevant;

(vii)

considered the results of BofA Securities’ efforts on behalf of the Company to solicit, at the direction of the Company, indications of interest and definitive proposals from third parties with respect to a possible acquisition of all or a portion of the Company;

(viii)

reviewed a draft, dated April 18, 2026, of the Merger Agreement (the “Draft Agreement”); and

(ix)

performed such other analyses and studies and considered such other information and factors as BofA Securities deemed appropriate.

•

Healthpeak Properties, Inc.

•

Healthcare Realty Trust Incorporated

•

Universal Health Realty Income Trust

•

Chiron Real Estate Inc.

•

Community Healthcare Trust Inc.

•

NNN REIT

•

Essential Properties Realty Trust

•

Broadstone Net Lease, Inc.

•

Four Corners Property Trust, Inc.

•

Netstreit Corporation

•

historical trading prices and trading volumes of the Company common stock during the 52-week period ended April 17, 2026, which ranged from $22.04 to $26.39 per share;

•

certain publicly available equity research analyst price targets for shares of the Company common stock as of April 17, 2025, which indicated a stock price target range for the Company of $22.80 to $25.54 per share, when discounted one year at the Company’s mid-point estimated cost of equity of 9.6%;

•

publicly available research analysts’ net asset value per share targets for the Company common stock, which indicated a range of net asset value per share targets for the Company common stock of $28.39 to $30.74; and

•

estimated net asset value per share range for the Company, based on the Company’s estimated net operating income for its fiscal year 2026 and assuming a range of nominal cap rates for the Company of 7.6% to 8.6%, in each case based on the Company management forecasts, of $25.66 to $30.70 per share.

•

all directors and executive officers hold outstanding Company Restricted Stock Awards that will vest and be cancelled and terminated and converted into the right to receive the Merger Consideration (subject to applicable withholding taxes);

•

our executive officers hold Company Deferred Stock Units that will vest (based on the greater of target and actual performance as described under “Treatment of Company Deferred Stock Units”) and be cancelled and terminated and converted into the right to receive the Merger Consideration and any unpaid dividend equivalents (subject to applicable withholding taxes);

•

our executive officers are parties to arrangements with the Company or its affiliates that provide for severance benefits in the event of certain qualifying terminations of employment in connection with the Merger; and

•

the Merger Agreement provides for continued indemnification and directors’ and officers’ liability and fiduciary liability insurance to be provided by the Surviving Entity for six years from and after the Closing Date.

(1)

For purposes of this table, dollar values are calculated based on the Per Share Merger Consideration of $30.38 per share of Company Common Stock.

•

a lump sum cash payment equal to a multiple of two for Mr. Seton and one and one half for Ms. Neely (if the termination does not occur within 12 months after a change in control) or three for Mr. Seton and two for

•

any earned but unpaid annual bonus for the year prior to the year of termination;

•

a pro-rated annual bonus for the year of termination;

•

vesting of all outstanding equity-based awards that are subject solely to time-based vesting conditions and vesting of equity-based awards subject to performance-based vesting conditions in accordance with applicable award agreements; and

•

if Mr. Seton or Ms. Neely elect continuation of coverage under Sila’s group health plan, continuation of subsidized health care coverage on the same terms as in effect at the time of termination for 18 months or, if earlier, until such executive becomes eligible for health care coverage from another employer or eligibility for continuation of coverage under any group health plan ends.

•

a Closing Date of April 30, 2026;

•

the employment of each named executive officer is terminated by the Company or one of its subsidiaries without “cause” or by the named executive officer for “good reason”, in each case, immediately following the Merger Effective Time;

•

the value of the accelerated vesting of Company Restricted Stock and Company Deferred Stock Units is calculated based on a price per share of Company Common Stock of $30.38;

•

the 2024 Deferred Stock Units are earned at an achievement level of 141.11% of target;

•

the Company Deferred Stock Units granted in 2025 are earned at an achievement level of 175.0% of target; and

•

the Company Deferred Stock Units granted in 2026 are earned at the maximum achievement level.

(1)

Amounts in this column reflect cash severance that the named executive officer would be eligible to receive under the executive’s employment agreement in the event of a termination of employment by the Company without “cause” or by the executive for “good reason” on or within one year following a “change in control” (each as defined in the applicable employment agreement).

(2)

The following table quantifies the number of unvested shares of Company Restricted Stock and Company Deferred Stock Units held by the named executive officers, and quantifies the value of such awards based on a price per share equal to the Merger Consideration plus the value of any accrued and unpaid dividend equivalents with respect to earned Company Deferred Stock Units.

(3)

Amounts in this column reflect continuation of subsidized health care coverage on the same terms as in effect at the time of termination for 18 months or, if earlier, until such executive becomes eligible for health care coverage from another employer for continuation of coverage under any group health plan ends. The named executive officer would be eligible to receive this subsidized continuation coverage under the executive’s employment agreement in the event of a termination of employment by the Company without “cause” or by the executive for “good reason” on or within one year following a “change in control” (each as defined in the applicable employment agreement).

•

banks, insurance companies and other financial institutions;

•

regulated investment companies;

•

REITs;

•

tax-exempt organizations or governmental organizations;

•

persons acting as nominees or otherwise not as beneficial owners;

•

mutual funds;

•

subchapter S corporations, partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);

•

brokers, dealers or traders in securities or currencies;

•

traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

•

persons whose functional currency is not the U.S. dollar;

•

persons holding Company Common Stock as part of a hedge or conversion transaction or as part of a “straddle” or a constructive sale;

•

U.S. expatriates and former citizens or long-term residents of the United States;

•

persons subject to special tax accounting rules as a result of any item of gross income with respect to the Company Common Stock being taken into account in an applicable financial statement;

•

holders who acquired Company Common Stock as compensation;

•

qualified foreign pension funds, as defined in Section 897(l) of the Code, and entities all of the interests of which are held by qualified foreign pension funds;

•

qualified shareholders, as defined in Section 897(k) of the Code;

•

tax-qualified retirement plans; and

•

“controlled foreign corporations”, “passive foreign investment companies”, or corporations that accumulate earnings to avoid U.S. federal income tax.

•

an individual who is a citizen or resident of the United States;

•

a corporation created or organized in or under the laws of the United States, any state or political subdivision thereof, or the District of Columbia;

•

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

•

a trust that (i) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (ii) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

•

the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, such gain is also attributable to a permanent establishment or, in the case of an individual, a fixed base, maintained by the non-U.S. holder in the United States);

•

the non-U.S. holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition of Company Common Stock in the Merger, and certain other requirements are met; or

•

the Company Common Stock constitutes a USRPI in the non-U.S. holder’s hands.

•

in the case of a U.S. holder, furnishes a correct taxpayer identification number and certifies that it is not subject to backup withholding on an IRS Form W-9 or successor form;

•

in the case of a non-U.S. holder, furnishes an applicable IRS Form W-8 or successor form; or

•

is otherwise exempt from backup withholding and complies with other applicable rules and certification requirements.

•

their organization, valid existence, good standing, qualification to do business and power and authority to own, lease and operate their properties and conduct its and their business as presently conducted by the Company and each Company subsidiary, respectively;

•

the organizational documents of the Company and each Company subsidiary;

•

the capital structure of the Company and the Company subsidiaries, including the Company’s and Company’s subsidiaries equity awards;

•

the power and authority of the Company to enter into and perform its obligations under the Merger Agreement and to consummate the transactions contemplated by the Merger Agreement;

•

filings with or consents of any person in connection with execution, delivery and performance of the Merger Agreement and the performance of the Merger Agreement or the consummation of the transactions contemplated by the Merger Agreement;

•

possession of all permits necessary for the Company and Company subsidiaries to own, lease and operate the Company and its subsidiaries’ properties and to carry on and operate the Company and Company subsidiaries businesses as presently conducted and the absence of a failure by the Company or Company subsidiaries to comply with such permits or applicable law;

•

the conduct by the Company and Company subsidiaries businesses in compliance with applicable laws;

•

the Company’s SEC filings since January 1, 2023, and the financial statements contained in those filings;

•

the Company’s system of internal control over financial reporting and disclosure controls and procedures;

•

the conduct of business in the ordinary course of business in all material respects, the absence of any Company Material Adverse Effect and certain other changes and events with respect to the Company and its subsidiaries since the date of the Company’s most recent balance sheet included in its SEC filings through the date of the Merger Agreement;

•

the absence of certain undisclosed liabilities;

•

the absence of any default or violation that would not be expected to have a Company Material Adverse Effect;

•

the absence of certain lawsuits, court actions, arbitrations or other court proceedings related to the Company or any Company subsidiary;

•

the Company’s REIT status and other tax matters affecting the Company and the Company subsidiaries;

•

the Company and Company subsidiaries’ compensation arrangements and employee benefit plans;

•

labor and employment matters related to the Company and the Company subsidiaries;

•

the accuracy of the information supplied by the Company in this proxy statement;

•

ownership of or rights with respect to the intellectual property of the Company and the Company subsidiaries;

•

environmental matters relating to the Company and Company subsidiaries;

•

real property owned and leased by the Company and Company subsidiaries;

•

the Company’s and Company subsidiaries’ material contracts and the absence of certain violations, breaches or defaults under the provisions of such material contracts;

•

data protection and security safeguards and compliance therewith by the Company and each Company subsidiary;

•

the insurance policies of the Company and the Company subsidiaries;

•

the receipt by the Board of the fairness opinion from BofA Securities;

•

the vote that is required by the Company’s stockholders to approve the Merger and the transactions contemplated by the Merger Agreement;

•

the absence of any brokers fee or commission in connection with the transaction and other transactions contemplated in the Merger Agreement;

•

the Company and Company subsidiaries status under the Investment Company Act of 1940, as amended;

•

the Board having taken all action necessary to render inapplicable certain Maryland law takeover statutes; and

•

related party transactions with respect to any Company entity, except for any Company Benefit Plans (as defined in the Merger Agreement), since January 1, 2023.

•

(A) any decline in the market price, or change in trading volume, of the capital stock of the Company or any failure of the Company to meet any internal or publicly announced projections or forecasts or any estimates of earnings, revenues or other metrics for any period (provided, that any Effect giving rise to such decline, change or failure may be taken into account in determining whether there has been a Company Material Adverse Effect if not falling into one of the other exceptions contained in this definition);

•

(B) any Effect that affects the real estate industry generally;

•

(C) any changes in the United States or global economy or capital, financial or securities markets generally, including changes in interest or exchange rates, trade disputes or the imposition of trade restrictions, tariffs or similar taxes;

•

(D) any changes in the legal, regulatory or political conditions in the United States or in any other country or region of the world;

•

(E) the commencement, escalation, or worsening of a war (whether or not declared), civil disobedience, sabotage, military or para-military actions or armed hostilities or the occurrence of acts of terrorism or sabotage (including cyberattacks);

•

(F) the negotiation, execution, delivery, performance or consummation of the Merger Agreement, or the public announcement or anticipation of the Merger or the other transactions contemplated by the Merger Agreement;

•

(G) any impact on relationships, contractual, or otherwise, with tenants, suppliers, lenders, investors (including stockholders and unitholders), or venture partners or employees arising out of or relating to the announcement of the Merger Agreement and the transactions contemplated thereby;

•

(H) the taking of any action expressly required by the Merger Agreement, the taking of any action at the written request or with the prior written consent of Parent or the failure to take any action at the written request of Parent or expressly prohibited by the Merger Agreement (other than as set forth in the Merger Agreement) (provided, that the foregoing clauses (F) and (G) and this clause (H) do not apply in the context of any representation or warranty of the Company which is intended to address the consequences of the execution and delivery of the Merger Agreement or the consummation of the Transaction, including for purposes of determining whether certain closing conditions have been satisfied (to the extent such condition relates to any such representation and warranty));

•

(I) the existence, occurrence or continuation of any force majeure events, including any earthquakes, floods, hurricanes, tropical storms, fires, or other natural disasters, any national, international or regional calamity or outbreak of epidemic, pandemic, disease or other public health event, or any restrictions to the extent relating to, or arising out of, any such outbreak of epidemic, pandemic, or other public health event or any material worsening of any of the foregoing;

•

(J) changes in law or GAAP (or the interpretation or enforcement thereof); and

•

(K) any Action including any derivative claims arising out of or relating to the Merger Agreement, the Merger or the other transactions contemplated by the Merger Agreement and made or initiated by any holder of Company Common Stock or any holder of shares, capital stock, units or other equity interest in any Company subsidiary, which in the case of each of foregoing clauses (B), (C), (D), (E), (I) and (J) do not disproportionately affect the Company and the Company subsidiaries, taken as a whole, relative to other similarly situated Persons in the industry in which the Company Entities operate in the United States, in which case, the disproportionate adverse effect may be taken into account (and only to the extent thereof) in determining whether there has been a Company Material Adverse Effect.

•

their organization, valid existence, good standing, qualification to do business, and power and authority to own and operate their properties and to conduct their businesses as presently conducted;

•

the ownership of Merger Sub and absence of prior conduct of business by Merger Sub;

•

their power and authority to enter into and perform their obligations under the Merger Agreement and to consummate the transactions contemplated by the Merger Agreement;

•

the absence of violations of organizational or governing documents or any applicable law, in each case, in connection with the execution, delivery, and performance of the Merger Agreement or consummation of the transactions contemplated by the Merger Agreement;

•

filings with or consent of any person in connection with the execution, delivery, and performance of the Merger Agreement or the consummation of the transactions contemplated by the Merger Agreement;

•

the absence of any lawsuits, court actions, arbitrations, or other court proceedings against any of the Parent Parties that would reasonably be expected to have a Parent material adverse effect;

•

the accuracy of the information supplied by the Parent Parties and their subsidiaries in this proxy statement;

•

the absence of any banking, broker’s, finder’s or similar fees or commissions payable by the Company in connection with the Mergers and the other transactions contemplated by the Merger Agreement based upon arrangements made by and on behalf of the Parent Parties, except for the fees and expenses payable to Citi, Truist, and Newmark;

•

the sufficiency of the Parent Parties’ and the Surviving Entity’s funds to pay all amounts required to be paid by them on the Closing Date in connection with the Mergers and the Financing Commitment Letters;

•

the Financing Commitments being (i) in full force and effect, (ii) legal, valid and binding obligations of Parent, and (iii) enforceable in accordance with its respective terms against Parent;

•

the solvency of Parent and the Surviving Entity as of the consummation of the transactions immediately after giving effect to the transactions contemplated by the Merger Agreement;

•

the absence of certain agreements or any commitments to enter into any such contracts between the Parent Parties or any of their respective controlled Affiliates, on the one hand, and any of the Company’s directors, officers, employees, partners or stockholders, on the other hand, that relate in any way to, or are in connection with, the transactions contemplated by the Merger Agreement;

•

the absence of any vote of the equityholders of Parent or Merger Sub or holders of any other securities required by applicable law; and

•

the absence of any agreement, arrangement, or understanding of any shares of Company Common Stock or other Company securities.

•

use commercially reasonable efforts to conduct its business in the ordinary course;

•

use its commercially reasonable efforts to maintain its material assets and properties in their current condition (normal wear and tear and damage caused by casualty or by any reason outside the control of the Company or any Company subsidiary are excepted);

•

use its commercially reasonable efforts to preserve intact its current business organization, goodwill, ongoing businesses and significant relationships with employees, customers, lenders, suppliers, tenants, and other significant third parties having material business relationships with the Company or Company subsidiaries; and

•

use its commercially reasonable efforts to maintain the status of the Company as a REIT.

•

amend the Company’s charter, bylaws, or such comparable organizational documents of any of the Company subsidiaries;

•

split, combine, reclassify or subdivide any shares or other equity securities or ownership interests of the Company or any Company subsidiary;

•

declare, set aside or pay any dividend on or make any other distributions (whether in cash, stock, property or otherwise) with respect to shares of capital stock of the Company or any Company subsidiary or other equity securities or ownership interests in the Company or any Company subsidiary, except for (A) the declaration and payment by the Company of two (2) regular dividends in accordance with past practice (including with respect to timing) at a rate not to exceed $0.40 per share per quarter, (B) the declaration and payment of dividends or other distributions by any directly or indirectly wholly owned Company subsidiary to its parent entity, (C) with respect to dividends otherwise permitted hereunder, the payment and crediting of accrued dividends and dividend equivalent rights with respect to Company Restricted Stock or Company Deferred Stock Units pursuant to the terms of such Company Equity Award, and (D) the payment of dividends; provided, that, notwithstanding this restriction on dividends and other distributions, the Company and any subsidiary of the Company may declare and pay dividends to its stockholders, in such amount determined by the Company, in the reasonable discretion of the Board exercised in good faith, on advice of counsel to the Company and after consultation with Parent, as reasonably required to be distributed in order for the Company to maintain its qualification as a REIT for such year and to avoid or to continue to avoid the incurrence of income or excise tax;

•

redeem, repurchase or otherwise acquire, directly or indirectly, any capital stock or other equity interests of the Company, or a Company subsidiary, other than (A) the withholding of the Company Common Stock to satisfy withholding Tax obligations with respect to Company Equity Awards granted pursuant to the Company Equity Incentive Plan solely to the extent required under the terms of any Company Equity Incentive Plan or the applicable award agreement, (B) the acquisition by the Company in the ordinary course of business in connection with the forfeiture of awards pursuant to the terms of a Company Equity Incentive Plan or the applicable award agreement, and (C) the creation of new wholly owned Company subsidiaries organized to conduct or continue activities otherwise permitted by the Merger Agreement (including the other provisions of this section);

•

except as contemplated in the Merger Agreement, issue, deliver, sell, pledge, dispose, encumber or grant any shares of the Company or any of the Company subsidiaries’ capital stock, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of the Company or any of the Company subsidiaries’ capital stock or other equity interests; provided, however, that the Company may issue Company Common Stock (A) upon the vesting, exercise or settlement of any Company Equity Award outstanding as of the date of the Merger Agreement or as may be granted after the date of the Merger Agreement and (B) pursuant to a Company Equity Award, Company Equity Incentive Plan or other Company Benefit Plan to the extent required pursuant to the Merger Agreement, any such plan or the terms of the applicable award agreement with respect to the Company Equity Award, Company Equity Incentive Plan, or other Company Benefit Plan;

•

acquire or agree to acquire (including by merger, consolidation or acquisition of stock or assets) any real property, any corporation, partnership, limited liability company, or other business organization or any division or material amount of assets thereof, except (A) acquisitions by the Company, or any Company subsidiary of or from an existing Company subsidiary and (B) as otherwise described in the company disclosure letter;

•

sell, license, mortgage, pledge, lease, assign, transfer, dispose of or encumber, agree to or otherwise effect a deed or assignment in lieu of foreclosure with respect to, or otherwise dispose of any Company Properties (as defined in the Merger Agreement) (or real property that if owned by Company or any Company subsidiaries on the date of the Merger Agreement would be a Company Property) or any other material assets, except (A) leases of Company Properties in the ordinary course of business which do not grant any preferential purchase options and which comply with the eleventh bullet, (B) transfers by Company or any wholly-owned Company subsidiary to or from Company or any wholly-owned Company subsidiary, any pending sales or other dispositions described in the company disclosure letter, and (C) such other sales, transfers or dispositions of Company Properties with a value of no more than $2,000,000 individually and $10,000,000 in the aggregate in the ordinary course of business consistent with past practice;

•

incur, create, assume, refinance, replace or prepay any Indebtedness (as defined in the Merger Agreement) for borrowed money or issue any debt securities of the Company or any of the Company subsidiaries, or assume, guarantee or endorse, or otherwise become responsible (whether directly, contingently or otherwise) for the Indebtedness of any other Person (other than a wholly owned Company subsidiary), except (A) Indebtedness incurred under the Company Credit Facilities (as defined in the Merger Agreement) that does not, in the aggregate at any given time, exceed $25,000,000; (B) refinancing of existing Indebtedness (excluding, for the avoidance of doubt, the Company Credit Facilities); provided, that the terms of such new Indebtedness shall not be materially more onerous on the Company compared to the existing Indebtedness and the principal amount of such replacement Indebtedness shall not exceed the Indebtedness it is replacing or the aggregate repayment amount due at Closing; (C) Indebtedness that does not, in the aggregate, exceed $10,000,000; or (D) as otherwise described in the company disclosure letter;

•

make any material loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, Affiliates, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of another entity, other than (A) by the Company or a Company subsidiary to the Company or a Company subsidiary, (B) loans, advances or investments required to be made under any of the Company Leases (as defined in the Merger Agreement) pursuant to which any third party is a lessee or sublessee on any Company Property, (C) in connection with any Tenant Improvements (as defined in the Merger Agreement) (including, without limitation, obtaining any letters of credit in connection therewith including any related credit or reimbursement arrangements) at any of the Company Properties, and (D) investments described in the company disclosure letter;

•

enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Material Contract (as defined in the Merger Agreement) (or any Contract that, if existing as of the date of the Merger Agreement, would be a Company Material Contract), other than (A) any termination or renewal in accordance with the terms of any existing Company Material Contract that occurs automatically without any action (other than notice of renewal) by the Company or any Company subsidiary, (B) the entry into any modification or amendment of, or waiver or consent under, any mortgage, deed of trust, similar instrument or related agreement to which the Company or any Company subsidiary is a party as required or necessitated by the Merger Agreement or transactions contemplated thereby, (C) in connection with any Tenant Improvements at the any of the Company Properties, (D) in connection with the planned development or redevelopment activities of Company and the Company subsidiaries, (E) surety or performance bonds, letters of credit or similar agreements entered into by Company or any Company subsidiary with respect to any environmental laws or Environmental Permits (as defined in the Merger Agreement) in the ordinary course of business consistent with past practice, or (F) as described in the company disclosure letter;

•

enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Material Company Lease (as defined in the Merger Agreement) (or any lease of real property that, if existing as of the date of the Merger Agreement, would be a Material Company Lease) or Company Ground Lease (as defined in the Merger Agreement) (or any lease that, if existing as of the date of the Merger Agreement, would be a Company Ground Lease), except for (A) renewing or extending any Material Company Lease (including by entering into a modification or an amendment to effect such renewal or extension) in the ordinary course of business on market terms, or entering into any new lease that would have been a Company Lease if existing on the date of the Merger Agreement, and (B) any entry into, renewal,

•

settle or compromise any claim or Action (as defined in the Merger Agreement), other than settlements or compromises that (A) with respect to the payment of monetary damages (including applicable deductibles), involve only any monetary damages that (x) are equal to or less than the amounts specifically reserved with respect thereto on the most recent balance sheet of the Company included in the Company SEC Documents (as defined in the Merger Agreement) filed and publicly available prior to the date of the Merger Agreement or (y) do not exceed $2,000,000 individually or $5,000,000 in the aggregate, (B) do not involve the imposition of injunctive relief against the Company or any Company subsidiary or the Surviving Entity, (C) do not provide for any admission of liability by the Company or any of the Company subsidiaries, excluding in each case any such matter relating to Taxes, or (D) are with respect to any Action involving any present, former, or purported holder or group of holders of Company Common Stock in its capacity as such;

•

hire or terminate (other than for “cause”) any employee, executive officer, or director of the Company or any Company subsidiary with a base salary or annualized hourly wage rate in excess of $200,000 per year or appoint any Person to a position of executive officer or director of the Company or any Company subsidiary;

•

(A) enter into, renew, modify or terminate any Collective Bargaining Agreement (as defined in the Merger Agreement) or recognize or certify any labor union, labor organization, works council, employee representative, or group of employees as the bargaining representative for any employees of the Company or any Company subsidiary, except as required by law; (B) implement or announce any employee layoffs, furloughs, reductions in force, plant closings, material reductions in compensation, or other similar actions; or (C) waive or release any noncompetition, nonsolicitation, nondisclosure, or other restrictive covenant obligation of any current or former employee or independent contractor of the Company or any Company subsidiary;

•

except (x) as required by law, the terms of any Company Equity Incentive Plan, other Company Benefit Plan, including the applicable award agreement with respect to any Company Equity Award in effect as of the date of the Merger Agreement or entered into in accordance with the Merger Agreement, (y) as described in the company disclosure letter or (z) as expressly and specifically required by the terms of the Merger Agreement, (A) enter into, adopt, terminate or materially amend any Company Benefit Plan (or other benefit or compensation plan, program, policy, agreement or arrangement that would be a Company Benefit Plan if in effect as of the date hereof); (B) increase or accelerate or commit to accelerate the funding, payment or vesting of the compensation or the benefits payable to or that may become payable to any current or former employee, officer, director or other individual service provider, other than payments of normal annual short-term incentive compensation in the ordinary course of business consistent with past practice; (C) grant, confer, or announce any cash or equity or equity-based compensation awards, bonus, retention, change in control, transaction, severance or other similar compensation, or modify the terms of any equity or equity-based compensation; or (D) enter into any new employment, retention, indemnification, severance, or similar agreement;

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fail to maintain all financial books and records in all material respects in accordance with GAAP (as defined in the Merger Agreement) or make any material change to its methods of accounting in effect at January 1, 2026, except as required by a change in GAAP or in applicable law (as defined in the Merger Agreement), or make any change with respect to accounting policies, principles or practices unless required by GAAP, the SEC or the Financial Accounting Standards Board or any similar organization;

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enter into any new line of business;

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enter into any Tax Protection Agreement (as defined in the Merger Agreement), make, change, or rescind any material election relating to Taxes (it being understood and agreed, for the avoidance of doubt, that nothing in the Merger Agreement shall preclude the Company from designating dividends paid by it as “capital gain dividends” within the meaning of Section 857 of the Code), change a material method of Tax accounting, amend any material Tax Return (as defined in the Merger Agreement), settle or compromise any material federal, state, local or non-U.S. Tax liability, audit, claim, or assessment, enter into any material closing

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take any action that would, or that would reasonably be expected to, cause the Company to fail to qualify as a REIT;

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adopt a plan of merger, complete or partial liquidation, or resolutions providing for or authorizing such merger, liquidation, or a dissolution, consolidation, recapitalization, or bankruptcy reorganization, except in connection with any transaction expressly contemplated by the Merger Agreement, permitted by the Merger Agreement;

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sell, assign, transfer, abandon, permit to lapse, license, sublicense, or otherwise dispose of any Company Intellectual Property (as defined in the Merger Agreement), or disclose any trade secret to any Person (other than in the ordinary course of business in circumstances in which it has imposed reasonable and customary confidentiality restrictions);

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except pursuant to and in accordance with the Company Budget (as defined in the Merger Agreement) or as required by the terms of any Company Lease or Company Ground Lease, make or commit to make any capital expenditures in excess of $2,000,000 individually or $10,000,000 in the aggregate; or

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authorize, or enter into any Contract, agreement, commitment, or arrangement to do any of the actions described above.

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solicit, initiate, knowingly encourage, or knowingly facilitate any Acquisition Proposal or any inquiry, discussion, offer or request (an “Inquiry”) that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal;

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engage in any discussions or negotiations regarding, or furnish to any third party any non-public information in connection with, or knowingly facilitate in any way any effort by, any third party in furtherance of any Acquisition Proposal or Inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal;

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approve or recommend an Acquisition Proposal; or

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enter into any letter of intent, memorandum of understanding, agreement in principle, expense reimbursement agreement, acquisition agreement, merger agreement, share purchase agreement, asset purchase agreement, share

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the Company and its representatives may contact any person making a written Acquisition Proposal to request clarification of the terms and conditions thereof solely to determine whether such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal, and may inform any person that has made or is considering making an Acquisition Proposal of the provisions of the non-solicitation section of the Merger Agreement;

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the Board has determined in good faith, after consultation with the Company’s outside legal counsel and financial advisors, that such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal; and

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prior to furnishing any such non-public information to such person, the Company enters into an Acceptable Confidentiality Agreement with such person and any non-public information provided to such person that was not previously provided to Parent is provided or made available to Parent as promptly as practicable (and in any event within 24 hours thereafter).

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any Acquisition Proposal or Inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal;

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any request for non-public information from a third party that informs the Company it is considering making, or has made, an Acquisition Proposal; or

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any other inquiry from any person seeking to have discussions or negotiations regarding a possible Acquisition Proposal.

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an Intervening Event has occurred and the Board determines in good faith, after consultation with outside legal counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable law; or

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the Board receives an Acquisition Proposal that did not result from a breach of the non-solicitation provisions of the Merger Agreement, the Company has complied in all material respects with its obligations under such provisions, and the Board determines in good faith, after consultation with outside legal counsel and financial advisors, that such Acquisition Proposal constitutes a Superior Proposal. In such case, the Board may also enter into an Alternative Acquisition Agreement and terminate the Merger Agreement, subject to payment of the Company Termination Fee.

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The Company must first provide Parent with a prior written notice (a “Notice of Change of Recommendation”) stating that the Board intends to take such action. The notice must identify the person making the Superior Proposal and describe its material terms and conditions (and provide copies of all material documents and agreements), or describe the Intervening Event, as applicable.

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During the four Business Day period following Parent’s receipt of the Notice of Change of Recommendation, the Company must negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make adjustments to the terms of the Merger Agreement so that the Superior Proposal ceases to constitute a Superior Proposal or, in the case of an Intervening Event, to obviate the need for an Adverse Recommendation Change.

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Following the negotiation period, the Board must determine in good faith, after consultation with outside legal counsel and financial advisors, taking into account any proposed changes to the Merger Agreement by Parent, that (i) the Superior Proposal continues to constitute a Superior Proposal, or (ii) in the case of an Intervening Event, the failure to effect an Adverse Recommendation Change would be inconsistent with the Board’s fiduciary duties under applicable law.

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If there is any material amendment to the financial terms or other material terms of a Superior Proposal, or any material change to the Intervening Event, a new Notice of Change of Recommendation is required and the Company must again comply with the procedural requirements described above, except that the negotiation period is reduced to three Business Days.

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taking and disclosing to the Company’s stockholders a position contemplated by Rule 14e-2(a) or Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act; or

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making any disclosure to the stockholders of the Company that the Board determines in good faith, after consultation with outside legal counsel, that such disclosure is required under applicable law (for the avoidance of doubt, it being agreed that the issuance by the Company or the Board of a “stop, look and listen” or similar statement of the type contemplated by Rule 14d-9(f) promulgated under the Exchange Act shall not constitute an Adverse Recommendation Change); provided, however, that (x) neither the Company nor the Board shall be permitted to recommend that the stockholders of the Company tender any securities in connection with any tender offer or exchange offer that is an Acquisition Proposal or otherwise effect an Adverse Recommendation Change with respect thereto, except as permitted by the Merger Agreement, and (y) any such disclosure that constitutes, or is reasonably likely to result in, an Adverse Recommendation Change shall require compliance with the procedures set forth in the Merger Agreement. The Company agrees that any action (or inaction) by any director, officer, financial advisor, or investment banker of the Company that, if taken or not taken, by the Company would be a breach of the non-solicitation provisions in the Merger Agreement shall be deemed to be a breach of the non-solicitation provisions by the Company.

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“Acquisition Proposal” means any bona fide proposal or offer from any Person or “group” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) relating to any direct or indirect acquisition or purchase, in one transaction or a series of transactions, including any merger, reorganization, recapitalization, restructuring, share exchange, consolidation, tender offer, exchange offer, stock acquisition, asset acquisition, business combination, liquidation, dissolution, joint venture, issuance, sale, lease, exchange, license, transfer or disposition or similar transaction, (A) of assets or businesses of the Company and the Company subsidiaries that generate 25% or more of the net revenues or net income or that represent 25% or more of the consolidated total assets (based on the fair market value) of the Company and the Company subsidiaries, taken as a whole, immediately prior to such transaction, or (B) of 25% or more of any class of capital stock, other equity security or voting power of the Company or any resulting parent company of the Company, including any tender offer or exchange offer in which any Person or “group” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) seeks to acquire beneficial ownership (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) or the right to acquire beneficial ownership of 25% or more of the outstanding shares of any class of voting securities of the Company, in each case other than the transactions contemplated by the Merger Agreement; provided, however, that the term “Acquisition Proposal” shall not include the Merger, or any of the other transactions, contemplated by the Merger Agreement.

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“Company Stockholder Approval” means the affirmative vote of the holders of Company Common Stock entitled to cast a majority of all the votes entitled to be cast on the matter.

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“Intervening Event” means any Effect that was neither known to the Board, nor reasonably foreseeable to the Board, as of or prior to the date of the Merger Agreement (and which does not relate to an Acquisition Proposal), which Effect becomes known to the Board before the Company Stockholder Approval is obtained; provided, however that none of the following will constitute, or be considered in determining whether there has been, an Intervening Event: (i) the receipt, existence of or terms of an Acquisition Proposal or any Inquiry that would reasonably be expected to lead to an Acquisition Proposal; (ii) any Effect resulting from a material breach of the Merger Agreement by the Company; or (iii) any (x) change after the date of the Merger Agreement in the market price or trading volume of the Company Common Stock or (y) the fact, in and of itself, that the Company meets or exceeds internal or published projections, budgets, forecasts or estimates of revenues, earnings or other financial results for any period ending on or after the date of the Merger Agreement (provided, however, that the underlying causes of such change or fact shall not be excluded by this clause (iii) in determining whether an “Intervening Event” has occurred if not otherwise falling into the foregoing clause (i) of this definition).

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“Superior Proposal” means any Acquisition Proposal (with all percentages included in the definition of “Acquisition Proposal” increased to 50.1%) that (A) is made in writing by a third party, and (B) the Board determines in its good faith judgment, after consultation with its outside legal counsel and independent financial advisors, taking into account all legal, financial, financing, regulatory approvals, conditionality, the identity of the third party making the proposal, feasibility, certainty and likelihood of closing, the break up fee provisions and all other terms and conditions of the proposal and the Merger Agreement (including any adjustment to the terms and conditions thereof proposed in writing by Parent in response to any such Acquisition Proposal), that if consummated in accordance with its terms, would be more favorable to the stockholders of the Company from a financial point of view than the transactions contemplated by the Merger Agreement (including any adjustment to the terms and conditions hereof proposed in writing by Parent).

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maintain in effect the Financing Commitments and negotiate and enter into definitive agreements with respect to the Financing on the terms and conditions not materially less favorable to the Parent Parties than those set forth in the Financing Commitments (including any related flex provisions) (the “Financing Agreements”), and execute and deliver to the Company copies thereof concurrently with such execution;

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satisfy on a timely basis all conditions applicable to, and to be satisfied by, any of the Parent Parties set forth in the Financing Commitments and the Financing Agreements and comply with their obligation thereunder; and

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consummate the Financing contemplated by the Financing Commitments (as defined in the Merger Agreement).

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furnishing Parent and its financing sources with existing historical financial and other existing pertinent information regarding the Company and the Company subsidiaries that is necessary or customary for such Debt Financing or for Parent to obtain the Change of Control Amendment as may be reasonably requested by Parent, solely to the extent required to be delivered under the Company Credit Facilities;

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permitting the Parent Parties and their Representatives to conduct surveys, appraisal and engineering inspections, and non-invasive environmental site assessments without any sampling or testing (e.g., a Phase I environmental site assessment), of each real estate property owned and, subject to obtaining required third party consents with respect thereto, if required (which the Company must use commercially reasonable efforts to obtain), leased by the Company or any of the Company subsidiaries;

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delivering to Parent documentation and other information reasonably requested prior to the Closing Date by any Debt Financing Source under applicable “know-your-customer” and anti-money laundering rules and regulations (including beneficial ownership certifications as under 31 C.F.R. § 1010.230); and

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delivering to Parent (A) at least three Business Days prior to the Closing Date, drafts of payoff letters with respect to the Company Credit Facilities and (B) at least one Business Day prior to the Closing Date, such payoff letters.

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prior to the Closing have any responsibility for, or incur any liability to, any Person under, or in connection with the transactions contemplated by, any of the Financing Commitments, the Financing Agreements or the Change of Control Amendment (if any) and any certificate, document or instrument relating to the Financing, including giving any representations and warranties to any third parties (except for any customary authorization letter in connection with the Debt Financing) or indemnification thereof;

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take any action that is not contingent upon the Closing Date;

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take any action that would reasonably be expected to cause any manager, director, officer, or employee of the Company or any Company subsidiary to incur personal liability in connection with any Debt Financing;

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take any action that would conflict with or violate its organizational documents, any Company Material Contract, or applicable laws, result in the loss of attorney-client privilege or other similar legal privilege or cause any condition to the Closing to fail to be satisfied or otherwise cause any material breach of the Merger Agreement;

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the pre-Closing board of directors (or similar governing body) of the Company and any of the Company subsidiaries is not required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing is obtained (unless such directors will remain directors upon Closing);

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execute any definitive financing documents, including any credit or other agreements, pledge or security documents, or other certificates, legal opinions or documents in connection with the Financing that is effective prior to the Closing;

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take any corporate actions that are effective prior to the Closing to permit the consummation of the Financing;

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engage in any cooperation that would unreasonably and materially interfere with the normal ongoing operations of the Company and the Company subsidiaries;

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consent to the pre-filing of any UCC-1 financing statements or the granting of any liens on any assets of any Company Entity (as defined in the Merger Agreement) prior to the Closing;

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deliver any projections, pro forma financial information, or any other or forward-looking information to any third parties (provided that this does not limit the Company’s obligation to cooperate in the preparation of pro forma financial information by Parent);

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deliver any financial statements in a form or subject to a standard different than those provided to Parent on or prior to the date of the Merger Agreement; and

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deliver any legal opinions or accountants’ cold comfort letters or reliance letters.

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the filing of this proxy statement with the SEC, and cooperation in preparing this proxy statement and in responding to any comments received from the SEC regarding this proxy statement;

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giving Parent and its representatives reasonable access during normal business hours and upon reasonable advance written notice to the Company and its subsidiaries’ properties, offices, books contract, personnel, records, and other information, subject to certain exceptions;

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confidentiality;

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the consultation regarding any press releases or other public statements or filings with respect to the Merger Agreement or the transactions contemplated by the Merger Agreement;

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a requirement that Company provide prompt notice to Parent regarding certain communications received by Company, including from Governmental Authority or anyone claiming a material action against any Company Entity.

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the indemnification of the Company and its subsidiaries’ trustees, directors and officers, as further described in the section of this proxy statement captioned “The Merger—Indemnification; Directors’ and Officers’ Insurance”;

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the interim operations of Parent and Merger Sub;

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certain matters related to Section 16 of the Exchange Act;

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actions necessary to eliminate or minimize the effects any applicable anti-takeover statutes on the Merger Agreement, the Mergers and the transactions contemplated by the Merger Agreement;

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certain tax matters;

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a requirement that the Company and its subsidiaries use reasonable best efforts to provide cooperation and assistance to Parent regarding modifications to the structure of the transactions contemplated by the Merger Agreement that Parent reasonably requests, including to (a) convert or cause the conversion of one or more wholly-owned Company subsidiaries that are organized as corporations into limited partnerships or limited liability companies, on the basis of organizational documents as reasonably requested by Parent, (b) sell, transfer or distribute or cause to be sold, transferred or distributed (by merger or otherwise) any assets owned, directly or indirectly, by the Company (or any Company subsidiary), or any stock, partnership interests, limited liability company interests or other equity interests owned, directly or indirectly, by the Company in one or more wholly owned Company subsidiaries, in each case, at a price and on such other terms as designated by Parent (including to the Company or any other wholly-owned Company subsidiary), or (c) exercise any right of the Company or a wholly-owned Company subsidiary to terminate or cause to be terminated any contract to which the Company or a wholly-owned Company subsidiary is a party;

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the declaration and payment of dividends or other distributions by the Company or its subsidiaries to its stockholders in order for the Company to maintain its qualification as a REIT or avoid incurring entity level income or excise taxes under the Code;

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the delisting of Company Common Stock from the NYSE and the deregistration of Company Common Stock under the Exchange Act; and

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any action or transaction described in clause (a) through (c), a “Parent-Approved Transaction”); provided that (i) neither the Company nor any of its subsidiaries will be required to take any action in contravention of (A) any organizational document of the Company or any of the Company subsidiaries, (B) any Company Material Contract (as defined in the Merger Agreement), or (C) applicable law, (ii) the consummation of any Parent-Approved Transaction or other obligations of the Company or any of the Company subsidiaries to incur any liabilities with respect thereto, will be contingent upon all of the conditions set forth in the Merger Agreement having been satisfied or waived and receipt by the Company of a written notice from Parent stating that the Parent Parties are prepared to proceed immediately with the Closing and irrevocably waiving any right to claim that the conditions to their obligations to consummate the Merger set forth in the Merger Agreement have not been satisfied (other than delivery by the Company at the Closing of the certificate specified in the Merger Agreement and the opinion specified in the Merger Agreement, together with any other evidence reasonably requested by the Company that the Closing will occur (it being understood that in any event the transactions described in clauses (a), (b), and (c) will be deemed to have occurred prior to the Closing), (iii) such actions (or the inability to complete such actions) will not affect or modify in any respect the obligations of the Parent Parties under the Merger Agreement, including the amount of or timing of payment of the Merger Consideration or the obligation to complete the Merger in accordance with the terms of the Merger Agreement, (iv) neither the Company nor any of the Company subsidiaries shall be required to take any such action that could adversely affect the classification as a REIT of the Company or could subject the Company to any “prohibited transactions” Taxes or other material Taxes under Code Sections 857(b), 860(c) or 4981 (or other material entity-level Taxes), (v) neither the Company nor any of the Company subsidiaries will be required to take any such action that could result in any Tax being imposed on, or any material adverse Tax consequences to any shareholder or other equity interest holder of the Company (in such person’s capacity as a shareholder or other equity interest holder of the Company), that are incrementally greater or more adverse, as the case may be, than the Taxes or other material adverse Tax consequences that would be imposed on such party in connection with the consummation of the Merger Agreement in the absence of such action taken pursuant to this bullet point, and (vi) neither the Company nor any of the Company subsidiaries will be required to provide any material non-public information to a Company third party other than Parent and its affiliates or their respective representatives. Such actions or transactions must be undertaken in the manner (including in the order) specified by Parent and subject to the limits set forth above. Without limiting the foregoing, none of the representations, warranties or covenants of the Company or any of the Company subsidiaries will be deemed to apply to, or be deemed to be breached or violated by, the transactions or cooperation contemplated by this bullet point. The consummation of any Parent-Approved Transaction will not constitute consummation of an Acquisition Proposal or Superior Proposal for any purposes thereunder.

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the Company Stockholder Approval has been obtained; and

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no temporary restraining order, preliminary or permanent injunction or other judgment, order or decree issued by any Governmental Authority of competent jurisdiction prohibiting consummation of the Merger or any other transaction contemplated is in effect, and no law has been enacted, entered, promulgated or enforced by any Governmental Authority after the date of the Merger Agreement that, in any case, makes illegal the consummation of the Merger.

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the Company’s representations and warranties regarding certain fundamental representations (organization and qualification, most of capital structure, authority, opinion of financial advisor, required approvals, and brokers) must be true and correct in all material respects as of the date of the Merger Agreement and as of the Closing Date, as though made as of the Closing Date;

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certain of the representations and warranties of the Company regarding the capitalization of the Company (specifically, the number of outstanding shares and equity interests) must be true and correct in all but de minimis respects as of the date of the Merger Agreement and as of the Closing Date, as though made as of the Closing Date;

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the representation and warranty that no Company Material Adverse Effect has occurred since the December 31, 2025 must be true and correct in all respects as of the date of the Merger Agreement and as of the Closing Date, as though made as of the Closing Date;

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each of the other representations and warranties of the Company must be true and correct as of the date of the Merger Agreement and as of the Closing Date, as though made as of the Closing Date, except (a) in each case, representations and warranties that are made as of a specific date will be true and correct (subject to the applicable standard) only on and as of such date, and (b) in the case of this bullet point, where the failure of such representations or warranties to be true and correct (without giving effect to any materiality or Company Material Adverse Effect qualifications set forth in the Merger Agreement), individually or in the aggregate, does not have and would not reasonably be expected to have a Company Material Adverse Effect;

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since the date of the Merger Agreement through the Closing Date, there must not have occurred any Company Material Adverse Effect;

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the Company must have delivered to Parent a certificate, dated as of the Closing Date, signed on the Company’s behalf by the chief executive officer and chief financial officer of the Company, certifying that the conditions specified in the first, second, third, fourth and fifth bullet points above have been satisfied; and

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the Company and Parent must have received the written opinion of Venable LLP, or such other law firm as may be reasonably approved by Parent, on which Parent is entitled to rely and dated as of the Closing Date, in substantially the form attached to the Merger Agreement, with such changes thereto as are mutually agreeable to Parent, Merger Sub, and the Company, such agreement not to be unreasonably withheld, to the effect that for all taxable periods commencing with the taxable year ended December 31, 2019 through and including its short taxable year that ends on the Closing Date, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code (which opinion shall be based upon the representation letter in substantially the form attached to the Merger Agreement).

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the representations and warranties of Parent regarding certain fundamental representations (organization and qualification, authority, brokers, available funds and guarantee, solvency, and no vote of Parent equityholders required) must be true and correct in all material respects as of the date of the Merger Agreement and as of the Closing Date, as though made as of the Closing Date;

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each of the other representations and warranties of Parent must be true and correct as of the date of the Merger Agreement and as of the Closing Date, as though made as of the Closing Date, except (a) in each case, representations and warranties that are made as of a specific date will be true and correct only on and as of such date, and (b) in the case of this bullet, where the failure of such representations or warranties to be true and correct (without giving effect to any materiality or Parent Material Adverse Effect (as defined in the Merger Agreement) qualifications set forth in the Mer-ger Agreement), individually or in the aggregate, does not have and would not reasonably be expected to have a Parent Material Adverse Effect (as defined in the Merger Agreement);

•

each of the Parent Parties must have performed in all material respects all obligations, and complied in all material respects with all agreements and covenants, required to be performed by them under the Merger Agreement on or prior to the Closing Date;

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Parent must have delivered to the Company a certificate, dated as of the Closing Date, signed on behalf of Parent by its duly authorized officer of Parent, certifying that the conditions specified in the first, second and third bullet points above have been satisfied; and

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on the Closing Date, there shall not exist any event, change, or occurrence arising after the date of this Agreement that, individually or in the aggregate, constitutes a Parent Material Adverse Effect.

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the Merger has not occurred on or before the Outside Date; provided, that the right to terminate the Merger Agreement under this bullet point is not available to any party to the Merger Agreement if the failure of such party to comply with any provision of the Merger Agreement shall have been the primary cause of, or primarily resulted in, the failure of the Merger to be consummated by the Outside Date;

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any Governmental Authority of competent jurisdiction has issued an Order or taken any other action permanently restraining or otherwise prohibiting the Merger, and such Order or other action shall have become final and non-appealable; provided, that the right to terminate the Merger Agreement under this bullet point shall not be available to any party to the Merger Agreement if the failure of such party to comply with any provision of the Merger Agreement shall have been the primary cause of, or primarily resulted in, the issuance of such final, non-appealable Order or taking of such other action by such Governmental Authority; or

•

the Company Stockholder Approval has not been obtained upon a vote taken at the Company Stockholders Meeting (or any postponement or adjournment thereof) at which a vote on the approval of the Merger Agreement and the Merger was taken.

•

the Company has breached, violated or failed to perform any of its representations, warranties, covenants or agreements set forth in the Merger Agreement which breach, violation or failure to perform, either individually or in the aggregate, (A) would result in a Company Terminating Breach, and (B) is not cured by, and has not been satisfied or waived by, the earlier of (A) 30 days following the delivery of written notice thereof from Parent to the Company and (B) two Business Days prior to the Outside Date; provided, that Parent shall not have the right to terminate the Merger Agreement pursuant to the Merger Agreement if a Parent Terminating Breach has occurred and be continuing at the time Parent delivers notice of its election to terminate the Merger Agreement; or

•

prior to obtaining the Company Stockholder Approval, the Board or any committee thereof has effected an Adverse Recommendation Change (as discussed in the section of this proxy statement captioned “The Merger Agreement—Obligations of the Board with Respect to its Recommendation—Obligations of the Board with Respect to its Recommendation”).

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any of the Parent Parties have breached, violated or failed to perform any of its representations, warranties, covenants or agreements set forth in the Merger Agreement, which breach, violation or failure to perform,

•

prior to obtaining the Company Stockholder Approval, if the Board determines to enter into an Alternative Acquisition Agreement providing for a Superior Proposal in accordance, and subject to compliance in all material respects, with certain non-solicitation provisions in the Merger Agreement; provided, however, substantially concurrently with the occurrence of such termination, the payment required by the Merger Agreement will be made in full to Parent and the Alternative Acquisition Agreement will be entered into with respect to such Superior Proposal, and in the event that such payment is not substantially concurrently made and such Alternative Acquisition Agreement is not substantially concurrently entered into, such termination will be null and void; or

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(A) all of the conditions set forth in the Merger Agreement related to the Company Stockholder Approval, the absence of injunctions or as are required to be satisfied by the Company (other than those conditions that by their nature are to be satisfied at the Closing; provided that such conditions to be satisfied at the Closing would be satisfied as of the date of the notice referenced in the following bullet if the Closing were to occur on the date of such notice) have been satisfied or, to the extent permitted by applicable law and the Merger Agreement, expressly and specifically waived by Parent in writing (B) on or after the date the Closing should have occurred pursuant to the Merger Agreement, the Company has irrevocably confirmed in a written notice to Parent that all of such conditions set forth in the Merger Agreement have been satisfied or waived by Parent (other than those conditions that by their nature are to be satisfied at the Closing; provided that such conditions to be satisfied at the Closing would be satisfied as of the date of such notice if the Closing were to occur on the date of such notice) and the Company is prepared to consummate the Closing, and (C) the Parent Parties fail to consummate the Closing on or before the third Business Day after delivery of the notice referenced in this bullet, and the Company was prepared to consummate the Closing through the end of such three Business Day period.