株探米国株
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number: 001-42129
SRT Logo_Full Color.jpg
SILA REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
Maryland 46-1854011
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
1001 Water Street, Suite 800
Tampa, FL 33602
(813) 287-0101
(Address of Principal Executive Offices; Zip Code) (Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common stock, $0.01 par value per share
SILA
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer  
   Accelerated filer  
Non-accelerated filer  
   Smaller reporting company  
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ☐    No  ☒
As of August 2, 2024, there were 55,018,168 shares of common stock of Sila Realty Trust, Inc. outstanding.




SILA REALTY TRUST, INC.
(A Maryland Corporation)
TABLE OF CONTENTS
    Page
PART I.
Item 1.
Item 2.
Item 3.
Item 4.
PART II.
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.



PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements.
SILA REALTY TRUST, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(Unaudited)
June 30, 2024 December 31, 2023
ASSETS
Real estate:
Land $ 166,130  $ 157,821 
Buildings and improvements, less accumulated depreciation of $251,413 and $227,156, respectively
1,556,570  1,470,831 
Total real estate, net 1,722,700  1,628,652 
Cash and cash equivalents 86,971  202,019 
Intangible assets, less accumulated amortization of $112,069 and $102,456, respectively
133,071  134,999 
Goodwill 17,700  17,700 
Right-of-use assets 36,027  36,384 
Other assets 85,128  79,825 
Total assets $ 2,081,597  $ 2,099,579 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Credit facility, net of deferred financing costs of $3,699 and $1,847, respectively
$ 521,301  $ 523,153 
Accounts payable and other liabilities 38,742  30,381 
Intangible liabilities, less accumulated amortization of $8,131 and $7,417, respectively
7,699  10,452 
Lease liabilities 40,944  41,158 
Total liabilities 608,686  605,144 
Stockholders’ equity:
Preferred stock, $0.01 par value per share, 100,000,000 shares authorized; none issued and outstanding
—  — 
Common stock, $0.01 par value per share, 510,000,000 shares authorized; 61,670,830 and 61,154,404(1) shares issued, respectively; 57,216,478 and 56,983,564(1) shares outstanding, respectively
572  570 
Additional paid-in capital 2,048,406  2,044,450 
Distributions in excess of accumulated earnings (593,423) (567,188)
Accumulated other comprehensive income 17,356  16,603 
Total stockholders’ equity 1,472,911  1,494,435 
Total liabilities and stockholders’ equity $ 2,081,597  $ 2,099,579 
(1)     Retroactively adjusted for the effects of the Reverse Stock Split (see Note 1—"Organization and Business Operations" for additional information).

The accompanying notes are an integral part of these condensed consolidated financial statements.
3

SILA REALTY TRUST, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands, except share data and per share amounts)
(Unaudited)
  Three Months Ended
June 30,
Six Months Ended
June 30,
2024 2023 2024 2023
Revenue:
Rental revenue $ 43,554  $ 44,965  $ 94,193  $ 94,609 
Expenses:
Rental expenses 5,849  4,873  11,403  9,723 
Listing-related expenses
2,924  —  2,980  — 
General and administrative expenses 5,347  5,547  13,521  11,650 
Depreciation and amortization 20,246  18,803  39,144  37,355 
Impairment losses 418  6,364  418  6,708 
Total operating expenses 34,784  35,587  67,466  65,436 
Gain on real estate dispositions —  —  76  21 
Interest and other income 1,051  141  3,292  147 
Interest expense 5,193  5,664  10,487  11,286 
Net income attributable to common stockholders $ 4,628  $ 3,855  $ 19,608  $ 18,055 
Other comprehensive (loss) income - unrealized (loss) gain on interest rate swaps, net (2,115) 7,382  753  (882)
Comprehensive income attributable to common stockholders $ 2,513  $ 11,237  $ 20,361  $ 17,173 
Weighted average number of common shares outstanding:
Basic(1)
57,230,472  56,744,341  57,171,756  56,692,674 
Diluted(1)
57,601,204  57,208,783  57,574,634  57,155,224 
Net income per common share attributable to common stockholders:
Basic(1)
$ 0.08  $ 0.07  $ 0.34  $ 0.32 
Diluted(1)
$ 0.08  $ 0.07  $ 0.34  $ 0.32 
Distributions declared per common share(1)
$ 0.40  $ 0.40  $ 0.80  $ 0.80 
(1)     Retroactively adjusted for the effects of the Reverse Stock Split (see Note 1—"Organization and Business Operations" for additional information).
The accompanying notes are an integral part of these condensed consolidated financial statements.
4

SILA REALTY TRUST, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands, except share data)
(Unaudited)

Common Stock
No. of
Shares(1)
Par
Value(1)
Additional
Paid-in
Capital(1)
Distributions in Excess of Accumulated Earnings Accumulated Other Comprehensive Income Total
Stockholders’
Equity
Balance, March 31, 2024 57,223,648  $ 572  $ 2,047,457  $ (574,993) $ 19,471  $ 1,492,507 
Issuance of common stock under the distribution reinvestment plan 133,059  3,981  —  —  3,982 
Stock-based compensation —  —  1,163  —  —  1,163 
Repurchase of common stock (140,229) (1) (4,195) —  —  (4,196)
Distributions to common stockholders —  —  —  (23,058) —  (23,058)
Other comprehensive loss
—  —  —  —  (2,115) (2,115)
Net income —  —  —  4,628  —  4,628 
Balance, June 30, 2024 57,216,478  $ 572  $ 2,048,406  $ (593,423) $ 17,356  $ 1,472,911 
Common Stock
No. of
Shares(1)
Par
Value(1)
Additional
Paid-in
Capital(1)
Distributions in Excess of Accumulated Earnings Accumulated Other Comprehensive Income Total
Stockholders’
Equity
Balance, December 31, 2023 56,983,564  $ 570  $ 2,044,450  $ (567,188) $ 16,603  $ 1,494,435 
Issuance of common stock under the distribution reinvestment plan 333,402  9,976  —  —  9,979 
Vesting of restricted stock 183,024  —  —  —  —  — 
Stock-based compensation —  2,485  —  —  2,487 
Other offering costs —  —  (26) —  —  (26)
Repurchase of common stock (283,512) (3) (8,479) —  —  (8,482)
Distributions to common stockholders —  —  —  (45,843) —  (45,843)
Other comprehensive income
—  —  —  —  753  753 
Net income —  —  —  19,608  —  19,608 
Balance, June 30, 2024 57,216,478  $ 572  $ 2,048,406  $ (593,423) $ 17,356  $ 1,472,911 
(1)     Retroactively adjusted for the effects of the Reverse Stock Split (see Note 1—"Organization and Business Operations" for additional information).
The accompanying notes are an integral part of these condensed consolidated financial statements.

5

SILA REALTY TRUST, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands, except share data)
(Unaudited)
Common Stock
No. of
Shares(1)
Par
Value(1)
Additional
Paid-in
Capital(1)
Distributions in Excess of Accumulated Earnings
Accumulated Other Comprehensive Income
Total
Stockholders’
Equity
Balance, March 31, 2023 56,670,035  $ 567  $ 2,029,779  $ (507,661) $ 19,726  $ 1,542,411 
Issuance of common stock under the distribution reinvestment plan 191,531  6,275  —  —  6,277 
Stock-based compensation —  —  1,251  —  —  1,251 
Repurchase of common stock (75,780) (1) (2,491) —  —  (2,492)
Distributions to common stockholders —  —  —  (22,821) —  (22,821)
Other comprehensive income
—  —  —  —  7,382  7,382 
Net income
—  —  —  3,855  —  3,855 
Balance, June 30, 2023 56,785,786  $ 568  $ 2,034,814  $ (526,627) $ 27,108  $ 1,535,863 
Common Stock
No. of
Shares(1)
Par
Value(1)
Additional
Paid-in
Capital(1)
Distributions in Excess of Accumulated Earnings
Accumulated Other Comprehensive Income
Total
Stockholders’
Equity
Balance, December 31, 2022 56,563,992  $ 566  $ 2,025,873  $ (499,334) $ 27,990  $ 1,555,095 
Issuance of common stock under the distribution reinvestment plan 379,229  12,446  —  —  12,450 
Vesting of restricted stock 24,863  —  —  —  —  — 
Stock-based compensation —  —  2,493  —  —  2,493 
Other offering costs —  —  (6) —  —  (6)
Repurchase of common stock (182,298) (2) (5,992) —  —  (5,994)
Distributions to common stockholders —  —  —  (45,348) —  (45,348)
Other comprehensive loss
—  —  —  —  (882) (882)
Net income
—  —  —  18,055  —  18,055 
Balance, June 30, 2023 56,785,786  $ 568  $ 2,034,814  $ (526,627) $ 27,108  $ 1,535,863 
(1)     Retroactively adjusted for the effects of the Reverse Stock Split (see Note 1—"Organization and Business Operations" for additional information).
The accompanying notes are an integral part of these condensed consolidated financial statements.
6

SILA REALTY TRUST, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
  Six Months Ended
June 30,
  2024 2023
Cash flows from operating activities:
Net income attributable to common stockholders $ 19,608  $ 18,055 
Adjustments to reconcile net income attributable to common stockholders to net cash provided by operating activities:
Depreciation and amortization 39,144  37,355 
Amortization of deferred financing costs 1,029  825 
Amortization of above- and below-market leases, net 947  504 
Other amortization expenses 366  399 
Gain on real estate dispositions (76) (21)
Loss on extinguishment of debt 228  — 
Impairment losses 418  6,708 
Straight-line rent adjustments, net of write-offs (2,473) (1,273)
Stock-based compensation 2,487  2,493 
Changes in operating assets and liabilities:
Accounts payable and other liabilities 9,406  (1,670)
Other assets (2,872) 831 
Net cash provided by operating activities 68,212  64,206 
Cash flows from investing activities:
Investments in real estate (135,681) (9,920)
Proceeds from real estate dispositions 1,439  12,241 
Capital expenditures and other costs (863) (962)
Payments of deposits for investments in real estate (250) — 
Net cash (used in) provided by investing activities (135,355) 1,359 
Cash flows from financing activities:
Proceeds from credit facility 250,000  — 
Payments on credit facility (250,000) (18,000)
Payments of deferred financing costs (2,577) (12)
Repurchase of common stock (8,482) (5,994)
Offering costs on issuance of common stock (61) (10)
Distributions to common stockholders (36,785) (32,969)
Net cash used in financing activities (47,905) (56,985)
Net change in cash, cash equivalents and restricted cash (115,048) 8,580 
Cash, cash equivalents and restricted cash - Beginning of period 202,185  13,083 
Cash, cash equivalents and restricted cash - End of period $ 87,137  $ 21,663 
Supplemental cash flow disclosure:
Interest paid
$ 9,383  $ 10,779 
Supplemental disclosure of non-cash transactions:
Common stock issued through distribution reinvestment plan $ 9,979  $ 12,450 
Change in accrued distributions to common stockholders $ (921) $ (71)
Change in accounts payable and other liabilities related to investing activities $ 466  $ 87 
Right-of-use assets obtained in exchange for new lease liabilities $ 28  $ — 
The accompanying notes are an integral part of these condensed consolidated financial statements.
7

SILA REALTY TRUST, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June 30, 2024
Note 1—Organization and Business Operations
Sila Realty Trust, Inc., or the Company, is a Maryland corporation, headquartered in Tampa, Florida, that has elected, and currently qualifies, to be taxed as a real estate investment trust, or a REIT, under the Internal Revenue Code of 1986, as amended, or the Code, for federal income tax purposes. The Company is primarily focused on investing in high quality healthcare facilities across the continuum of care, which the Company believes typically generate predictable, durable and growing income streams. The Company may also make other real estate-related investments, which may include equity or debt interests in other real estate entities.
Substantially all of the Company’s business is conducted through Sila Realty Operating Partnership, LP, a Delaware limited partnership, or the Operating Partnership. The Company is the sole general partner of the Operating Partnership and directly and indirectly owns 100% of the Operating Partnership. Except as the context otherwise requires, the “Company” refers to Sila Realty Trust, Inc., the Operating Partnership and their wholly-owned subsidiaries.
New York Stock Exchange Listing and Reverse Stock Split
On June 13, 2024, the Company's common stock, par value $0.01 per share, or the Common Stock, was listed and began trading on the New York Stock Exchange, or the NYSE, under the ticker symbol "SILA", or the Listing. Upon the Listing, all outstanding shares of Class I Common Stock and Class T Common Stock were automatically converted into shares of Class A Common Stock on a one-for-one basis and authorized but unissued shares of Class I Common Stock, Class T Common Stock and Class T2 Common Stock were reclassified into additional shares of Class A Common Stock. Class A Common Stock was then immediately renamed “Common Stock” and is the sole class of stock traded on the NYSE.
On April 8, 2024, in anticipation of the Listing, the Company amended its charter to effect a one-for-four reverse stock split, or the Reverse Stock Split, of each issued and outstanding share of each class of Common Stock of the Company, effective May 1, 2024, and the Company also amended its charter to decrease the par value of each issued and outstanding share of the Company's Common Stock from $0.04 par value per share to $0.01 par value per share immediately after the Reverse Stock Split. In addition, equitable adjustments were made to the maximum number of shares of the Company's Common Stock that may be issued pursuant to the Company’s Amended and Restated 2014 Restricted Share Plan, or the A&R Incentive Plan, and the maximum number of shares of the Company's Common Stock that may be granted under incentive stock awards under the A&R Incentive Plan, in each case, to reflect the Reverse Stock Split. The number of shares of the Company's Common Stock subject to outstanding awards under the A&R Incentive Plan were also equitably adjusted to reflect the Reverse Stock Split. The Reverse Stock Split affected all record holders of the Company’s Common Stock uniformly and did not affect any record holder’s percentage ownership interest. The Reverse Stock Split did not affect the number of the Company’s authorized shares of Common Stock. All references made to share or per share amounts in the accompanying condensed consolidated financial statements and applicable disclosures have been retroactively adjusted as though the Reverse Stock Split had been effected prior to all periods presented.
"Dutch Auction" Tender Offer
On June 13, 2024, in conjunction with the Listing, the Company commenced a modified "Dutch Auction" tender offer, or the Tender Offer, to purchase shares of its Common Stock for cash at a price per share of not greater than $24.00 nor less than $22.60, net to the seller in cash, less any applicable withholding taxes and without interest, for a maximum aggregate purchase price of no more than $50,000,000. The Company incurred deferred costs of $1,863,000 related to the Tender Offer as of June 30, 2024, which are included in other assets on the accompanying condensed consolidated balance sheets, and will be applied as a component of additional paid-in capital upon the successful completion of the Tender Offer. The Tender Offer was successfully completed subsequent to June 30, 2024. See Note 16—"Subsequent Events" for additional information.
Note 2—Summary of Significant Accounting Policies
The accompanying condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles, or GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2023, and related notes thereto set forth in the Company’s Annual Report on Form 10-K, filed with the SEC on March 6, 2024. In the opinion of management, all adjustments, consisting of a normal and recurring nature considered for a fair presentation, have been included.
8

Operating results for the three and six months ended June 30, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.
Principles of Consolidation and Basis of Presentation
The accompanying condensed consolidated financial statements include the accounts of the Company, the Operating Partnership, and their wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of the condensed consolidated financial statements and accompanying notes in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. These estimates are made and evaluated on an ongoing basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates.
Cash, Cash Equivalents and Restricted Cash
Cash consists of demand deposits at commercial banks. Cash equivalents consist of highly liquid investments in money market funds with original maturities of three months or less at the time of purchase. Restricted cash consists of cash held in an escrow account in accordance with a tenant's lease agreement. Restricted cash is reported in other assets in the accompanying condensed consolidated balance sheets.
The following table presents a reconciliation of the beginning of period and end of period cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the totals shown in the condensed consolidated statements of cash flows (amounts in thousands):
Six Months Ended
June 30,
2024 2023
Beginning of period:
Cash and cash equivalents $ 202,019  $ 12,917 
Restricted cash 166  166 
Cash, cash equivalents and restricted cash $ 202,185  $ 13,083 
End of period:
Cash and cash equivalents $ 86,971  $ 21,497 
Restricted cash 166 

166 
Cash, cash equivalents and restricted cash $ 87,137  $ 21,663 
Recently Issued Accounting Pronouncements
Segment Reporting
In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures, or ASU 2023-07, to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements of ASU 2023-07 are required for entities with a single reportable segment. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods for fiscal years beginning after December 15, 2024, and should be applied on a retrospective basis to all periods presented. Early adoption of ASU 2023-07 is permitted. The Company is evaluating the disclosure requirements of ASU 2023-07 and does not anticipate that this update will have a material impact on its condensed consolidated financial statements.
9

Note 3—Real Estate
Acquisitions
During the six months ended June 30, 2024, the Company purchased seven real estate properties in three separate transactions, which were determined to be asset acquisitions. The Company allocated the purchase price to tangible assets, consisting of land, building and improvements, tenant improvements; intangible assets, consisting of in-place leases and right-of-use assets; and lease liabilities, based on the relative fair value method of allocating all accumulated costs.
The following table summarizes the consideration transferred, including acquisition costs, and the purchase price allocation for acquisitions during the six months ended June 30, 2024 (amounts in thousands):
Property Description Date Acquired Ownership Percentage Consideration Transferred
(amount in thousands)
Brownsburg Healthcare Facility 02/26/2024 100% $ 39,115 
Cave Creek Healthcare Facility 03/20/2024 100% 19,355 
Marana Healthcare Facility 03/20/2024 100% 16,156 
Surprise Healthcare Facility 03/20/2024 100% 18,602 
Tucson Healthcare Facility V 03/20/2024 100% 15,994 
Weslaco Healthcare Facility 03/20/2024 100% 15,713 
Reading Healthcare Facility 05/21/2024 100% 10,754 
Total $ 135,689 
Total
Land $ 8,821 
Building and improvements 91,987 
Tenant improvements 18,441 
In-place leases 16,291 
Right-of-use assets 177 
Total assets acquired 135,717 
Lease liabilities (28)
Total liabilities acquired (28)
Net assets acquired $ 135,689 
The Company capitalized acquisition costs of $603,000, which are included in the allocation of the real estate acquisitions presented above.
Dispositions
On January 31, 2024, the Company sold one property for a sales price of $1,500,000, generating net proceeds of $1,439,000. The property was leased to a tenant under the common control of Vibra Healthcare, LLC, or Vibra. The Company was recognizing revenue from Vibra on a cash basis due to payment uncertainty. As a result of the property sale and lease termination, rental revenue from Vibra for the six months ended June 30, 2024, included $4,098,000 of lease termination income received from the former tenant, in addition to deferred rent from prior periods.
Investment Risk Concentrations
As of June 30, 2024, the Company did not have exposure to geographic concentration that accounted for at least 10.0% of rental revenue for the six months ended June 30, 2024.
As of June 30, 2024, the Company had one exposure to tenant concentration that accounted for at least 10.0% of rental revenue for the six months ended June 30, 2024. The leases with tenants at properties under the common control of Post Acute Medical, LLC and its affiliates accounted for 14.5% of rental revenue for the six months ended June 30, 2024.
Impairment Losses
The Company recorded impairment losses on real estate of $418,000 for both the three and six months ended June 30, 2024, as a result of triggering events that occurred at certain properties. The fair values of these properties were determined based on the guidance in Accounting Standards Codification, or ASC, 820, Fair Value Measurement. These impairments were allocated to the asset groups, for each respective property, on a pro-rata basis, which included land and buildings and improvements.
10

During the three months ended June 30, 2024, the Company recorded accelerated amortization of in-place lease intangible assets, above-market lease intangible assets and below-market lease intangible liabilities of $2,564,000, $2,667,000, and $1,025,000, respectively, as a result of lease terminations and amendments. During the six months ended June 30, 2024, the Company recorded accelerated amortization of in-place lease intangible assets, above-market lease intangible assets and below-market lease intangible liabilities of $4,646,000, $2,825,000, and $2,038,000, respectively, as a result of lease terminations and amendments.
The Company recorded impairment losses on real estate of $6,364,000 and $6,708,000 (including goodwill impairments of $1,238,000 and $1,582,000), for the three and six months ended June 30, 2023, respectively, as a result of tenant related triggering events that occurred at certain properties. The fair values of these properties were determined based on the guidance in ASC 820, Fair Value Measurement. These impairments were allocated to the asset groups, for each respective property, on a pro-rata basis, which included land, buildings and improvements, and their related intangible assets. In addition, during both the three and six months ended June 30, 2023, the Company recorded an impairment of in-place lease and above-market lease intangible assets of $592,000 and $260,000, respectively.
Impairment losses on real estate and goodwill impairments, if any, are recorded as impairment losses in the accompanying condensed consolidated statements of comprehensive income. Impairments and accelerated amortization of in-place leases are included in depreciation and amortization in the accompanying condensed consolidated statements of comprehensive income. Impairments and accelerated amortization of above-market leases are recorded as a reduction to rental revenue in the accompanying condensed consolidated statements of comprehensive income. Impairments and accelerated amortization of below-market leases are recorded as an increase to rental revenue in the accompanying condensed consolidated statements of comprehensive income.
Note 4—Intangible Assets, Net
Intangible assets, net, consisted of the following as of June 30, 2024 and December 31, 2023 (amounts in thousands, except weighted average remaining life amounts):
  June 30, 2024 December 31, 2023
In-place leases, net of accumulated amortization of $105,036 and $95,325, respectively (with a weighted average remaining life of 7.6 years and 7.8 years, respectively)
$ 126,960  $ 125,188 
Above-market leases, net of accumulated amortization of $7,033 and $7,131, respectively (with a weighted average remaining life of 6.2 years and 6.7 years, respectively)
6,111  9,811 
$ 133,071  $ 134,999 
The aggregate weighted average remaining life of the intangible assets was 7.6 years and 7.7 years as of June 30, 2024 and December 31, 2023, respectively.
Amortization of intangible assets was $10,594,000 and $6,466,000 for the three months ended June 30, 2024 and 2023, respectively, and $18,072,000 and $12,206,000 for the six months ended June 30, 2024 and 2023, respectively. Amortization of in-place leases is included in depreciation and amortization, and amortization of above-market leases is recorded as a reduction to rental revenue in the accompanying condensed consolidated statements of comprehensive income.
Note 5—Intangible Liabilities, Net
Intangible liabilities, net, consisted of the following as of June 30, 2024 and December 31, 2023 (amounts in thousands, except weighted average remaining life amounts):
June 30, 2024 December 31, 2023
Below-market leases, net of accumulated amortization of $8,131 and $7,417, respectively (with a weighted average remaining life of 6.6 years and 7.4 years, respectively)
$ 7,699  $ 10,452 
Amortization of below-market leases was $1,366,000 and $373,000 for the three months ended June 30, 2024 and 2023, respectively, and $2,753,000 and $747,000 for the six months ended June 30, 2024 and 2023, respectively. Amortization of below-market leases is recorded as an increase to rental revenue in the accompanying condensed consolidated statements of comprehensive income.
11

Note 6—Leases
Lessor
The Company’s real estate properties are leased to tenants under operating leases with varying terms. Typically, the leases have provisions to extend the terms of the lease agreements. The Company retains substantially all of the risks and benefits of ownership of the real estate properties leased to tenants.
Future rent to be received from the Company's investments in real estate assets under the terms of non-cancellable operating leases in effect as of June 30, 2024, for the period ending December 31, 2024, and for each of the next four years ending December 31, and thereafter, are as follows (amounts in thousands):

June 30, 2024(1)
Period ending December 31, 2024 $ 90,410 
2025 178,582 
2026 173,345 
2027 170,250 
2028 166,030 
Thereafter 865,393 
Total $ 1,644,010 
(1)The table includes payments from tenants who have been moved to the cash basis of accounting for revenue recognition purposes that have continued to make rental payments as of June 30, 2024.
Lessee
The Company is subject to various non-cancellable operating lease agreements on which certain of its properties reside (ground leases) and for its corporate office.
The Company's operating leases do not provide implicit interest rates. In order to calculate the present value of the remaining operating lease payments, the Company used incremental borrowing rates, or IBRs, adjusted for a number of factors. The determination of an appropriate IBR involves multiple inputs and judgments. The Company determined its IBRs considering the general economic environment, term of the underlying leases, and various financing and asset specific adjustments to ensure the IBRs are appropriate for the intended use of the underlying operating leases.
The effects of the Company's operating leases are recorded in right-of-use assets and lease liabilities on the condensed consolidated balance sheets.
As of June 30, 2024, the Company's weighted average IBR for its operating leases was 5.5%. The weighted average remaining lease term for the Company's operating leases was 35.9 years as of June 30, 2024.
The future rent payments, discounted by the Company's IBRs, under non-cancellable operating leases in effect as of June 30, 2024, for the period ending December 31, 2024, and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands):
June 30, 2024
Period ending December 31, 2024 $ 1,367 
2025 2,769 
2026 2,716 
2027 2,682 
2028 2,694 
Thereafter 104,865 
Total undiscounted rental payments 117,093 
Less imputed interest (76,149)
Total lease liabilities $ 40,944 
12

The following table provides details of the Company's total lease costs for the three and six months ended June 30, 2024 and 2023 (amounts in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
Location in Condensed Consolidated Statements of Comprehensive Income 2024 2023 2024 2023
Operating lease costs:
Ground lease costs (1)
Rental expenses $ 681  $ 681  $ 1,363  $ 1,363 
Corporate operating lease costs General and administrative expenses 187  189  376  376 
Supplemental disclosure of cash flows information:
Operating cash outflows for operating leases(2)
$ 176  $ 165  $ 419  $ 398 
Right-of-use assets obtained in exchange for new lease liabilities $ 28  $ —  $ 28  $ — 
(1)The Company receives reimbursements from tenants for certain operating ground leases, which are recorded as rental revenue in the accompanying condensed consolidated statements of comprehensive income.
(2)Amounts are net of reimbursements the Company receives from tenants for certain operating ground leases.
Note 7—Other Assets
Other assets consisted of the following as of June 30, 2024 and December 31, 2023 (amounts in thousands):
  June 30, 2024 December 31, 2023
Deferred financing costs, related to the revolver portion of the credit facility, net of accumulated amortization of $2,452 and $1,917, respectively
$ 1,738  $ 2,271 
Leasing commissions, net of accumulated amortization of $236 and $191, respectively
1,822  593 
Restricted cash 166  166 
Tenant receivables 2,655  2,398 
Straight-line rent receivable 55,548  53,248 
Real estate deposits 250  — 
Prepaid and other assets 5,593  4,089 
Derivative assets 17,356  17,060 
$ 85,128  $ 79,825 
Note 8—Accounts Payable and Other Liabilities
Accounts payable and other liabilities consisted of the following as of June 30, 2024 and December 31, 2023 (amounts in thousands):
  June 30, 2024 December 31, 2023
Accounts payable and accrued expenses $ 8,274  $ 3,906 
Accrued interest expense 1,590  1,714 
Accrued property taxes 4,684  3,687 
Accrued personnel costs 3,722  4,425 
Distributions payable to stockholders 7,663  7,782 
Performance DSUs distributions payable 338  1,140 
Tenant deposits 1,789  877 
Deferred rental income 10,682  6,393 
Derivative liabilities —  457 
$ 38,742  $ 30,381 
13

Note 9—Credit Facility
The Company's outstanding credit facility as of June 30, 2024 and December 31, 2023 consisted of the following (amounts in thousands):
June 30, 2024 December 31, 2023
2024 Variable rate term loan fixed through interest rate swaps $ —  $ 250,000 
2027 Variable rate term loan fixed through interest rate swaps 250,000  — 
2028 Variable rate term loan fixed through interest rate swaps 275,000  275,000 
Total credit facility, principal amount outstanding 525,000  525,000 
Unamortized deferred financing costs related to credit facility term loans (3,699) (1,847)
Total credit facility, net of deferred financing costs $ 521,301  $ 523,153 
Significant activities regarding the credit facility during the six months ended June 30, 2024 include:
•On March 20, 2024 the Company, the Operating Partnership, and certain of the Company's subsidiaries, entered into a senior unsecured amended and restated term loan agreement, or the 2027 Term Loan Agreement, with Truist Bank, as Administrative Agent for the lenders, for aggregate commitments of $250,000,000, which may be increased, subject to lender approval, to an aggregate amount not to exceed $500,000,000. The maturity date for the 2027 Term Loan is March 20, 2027 and, at the Company's election, may be extended for a period of one year on no more than two occasions, subject to the satisfaction of certain conditions, including the payment of an extension fee. The 2027 Term Loan Agreement was entered into to replace the Company's prior term loan agreement, which was paid off in its entirety upon closing of the 2027 Term Loan Agreement.
•In connection with the pay-off of our prior term loan agreement and entering into the 2027 Term Loan Agreement, the Company recognized a loss on extinguishment of debt of $228,000 during the six months ended June 30, 2024. The loss on extinguishment of debt was recognized in interest expense in the accompanying condensed consolidated statements of comprehensive income.
The principal payments due on the credit facility as of June 30, 2024, for the period ending December 31, 2024, and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands):
Amount
Period ending December 31, 2024
$ — 
2025 — 
2026 — 
2027 250,000 
2028 275,000 
Thereafter — 
$ 525,000 
Note 10—Fair Value
Cash and cash equivalents, restricted cash, tenant receivables, prepaid and other assets, accounts payable and other liabilities—The Company considers the carrying values of these financial instruments, assets and liabilities, to approximate fair value because of the short period of time between origination of the instruments and their expected realization.
Credit facility—The outstanding principal of the credit facility was $525,000,000 and $525,000,000, which approximated its fair value due to the variable nature of the terms as of June 30, 2024 and December 31, 2023, respectively.
The fair value of the Company's credit facility is estimated based on the interest rates currently offered to the Company by its financial institutions.
Derivative instruments—The Company’s derivative instruments consist of interest rate swaps. These swaps are carried at fair value to comply with the provisions of ASC 820. The fair value of these instruments is determined using interest rate market pricing models. The Company incorporated credit valuation adjustments to appropriately reflect the Company’s nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. The Company determined that the inputs used to value its interest rate swaps, with the exception of the credit valuation adjustment, fall within Level 2 of the fair value hierarchy. The credit valuation adjustments associated with these instruments utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and the respective counterparty.
14

However, as of June 30, 2024, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of its interest rate swaps. As a result, the Company determined that its interest rate swaps valuation in its entirety is classified in Level 2 of the fair value hierarchy.
Considerable judgment is necessary to develop estimated fair values of financial assets and liabilities. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize or be liable for on disposition of the financial assets and liabilities.
The following tables show the fair value of the Company’s financial assets and liabilities that are required to be measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023 (amounts in thousands):
  June 30, 2024
  Fair Value Hierarchy  
  Quoted Prices in Active
Markets for Identical
Assets (Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs (Level 3)
Total Fair
Value
Assets:
Derivative assets $ —  $ 17,356  $ —  $ 17,356 
Total assets at fair value $ —  $ 17,356  $ —  $ 17,356 
  December 31, 2023
  Fair Value Hierarchy  
  Quoted Prices in Active
Markets for Identical
Assets (Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs (Level 3)
Total Fair
Value
Assets:
Derivative assets $ —  $ 17,060  $ —  $ 17,060 
Total assets at fair value $ —  $ 17,060  $ —  $ 17,060 
Liabilities:
Derivative liabilities $ —  $ 457  $ —  $ 457 
Total liabilities at fair value $ —  $ 457  $ —  $ 457 
Derivative assets and liabilities are reported in the condensed consolidated balance sheets as other assets and accounts payable and other liabilities, respectively.
Real Estate Assets— As of June 30, 2024, two real estate assets were measured at an aggregate fair value of $15,500,000 and resulted in the recognition of an impairment loss of $418,000 for the six months ended June 30, 2024. The fair value was measured based on a third-party purchase offer for the assets, which resides within Level 2 of the fair value hierarchy.
As of December 31, 2023, six real estate assets were measured at an aggregate fair value of $37,600,000 and resulted in the recognition of an impairment loss of $20,758,000 for the year ended December 31, 2023. The fair value of three real estate assets of $21,400,000 were measured based on third-party purchase offers for the assets, which reside within Level 2 of the fair value hierarchy. One of the real estate assets was sold in 2024. The fair value of three real estate assets of $16,200,000 were measured using a direct capitalization method or comparable sales information, which reside within Level 3 of the fair value hierarchy.
The significant unobservable inputs for the Level 3 measurements include:
Significant Unobservable Inputs December 31, 2023
Overall capitalization rate 8.5%
Market rent per square foot $45.00
Range of comparable sale price per square foot $ 60.86  $ 98.04 
15

Note 11—Derivative Instruments and Hedging Activities
Cash Flow Hedges of Interest Rate Risk
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy.
For derivatives designated and qualifying as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest is incurred on the Company’s variable rate debt. During the next twelve months, the Company estimates that an additional $10,944,000 will be reclassified from accumulated other comprehensive income as a reduction to interest expense.
The following table summarizes the notional amount and fair value of the Company’s derivative instruments (amounts in thousands):
Derivatives
Designated as
Hedging
Instruments
Balance
Sheet
Location
Effective
Dates
Maturity
Dates
June 30, 2024 December 31, 2023
Outstanding
Notional
Amount
Fair Value of Outstanding
Notional
Amount
Fair Value of
Assets (Liabilities) Assets (Liabilities)
Interest rate swaps (1) 05/01/2022 to
05/01/2023
12/31/2024 to
01/31/2028
$ 525,000  $ 17,356  $ —  $ 525,000  $ 17,060  $ (457)
(1)     Derivative assets and liabilities are reported in the condensed consolidated balance sheets as other assets and accounts payable and other liabilities, respectively.
The notional amount under the agreements is an indication of the extent of the Company’s involvement in each instrument at the time, but does not represent exposure to credit, interest rate or market risks.
The table below summarizes the amount of income and loss recognized on the interest rate derivatives designated as cash flow hedges for the three and six months ended June 30, 2024 and 2023 (amounts in thousands):
Derivatives in Cash Flow
Hedging Relationships
Amount of Income Recognized
in Other Comprehensive Income (Loss) on Derivatives
Location of Income
Reclassified From
Accumulated Other
Comprehensive Income to
Net Income
Amount of Income
Reclassified From
Accumulated Other
Comprehensive Income to
Net Income
Total Amount of Line Item in Condensed Consolidated Statements of Comprehensive Income
Three Months Ended June 30, 2024
Interest rate swaps $ 2,393  Interest expense $ 4,508  $ 5,193 
Three Months Ended June 30, 2023
Interest rate swaps $ 11,464  Interest expense $ 4,082  $ 5,664 
Six Months Ended June 30, 2024
Interest rate swaps $ 9,786  Interest expense $ 9,033  $ 10,487 
Six Months Ended June 30, 2023
Interest rate swaps $ 6,770  Interest expense $ 7,652  $ 11,286 
Credit Risk-Related Contingent Features
The Company has agreements with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. The Company records credit risk valuation adjustments on its interest rate swaps based on the respective credit quality of the Company and the counterparty. The Company believes it mitigates its credit risk by entering into agreements with creditworthy counterparties. As of both June 30, 2024 and December 31, 2023, the Company had no derivatives with fair value in a net liability position, inclusive of accrued interest but excluding any adjustment for nonperformance risk related to the agreement. As of both June 30, 2024 and December 31, 2023, there were no termination events or events of default related to the interest rate swaps.
16

Tabular Disclosure Offsetting Derivatives
The Company has elected not to offset derivative positions in its condensed consolidated financial statements. The following tables present the effect on the Company’s financial position had the Company made the election to offset its derivative positions as of June 30, 2024 and December 31, 2023 (amounts in thousands):
Offsetting of Derivative Assets        
        Gross Amounts Not Offset in the Balance Sheet  
  Gross
Amounts of
Recognized
Assets
Gross Amounts
Offset in the
Balance Sheet
Net Amounts of
Assets Presented in
the Balance Sheet
Financial Instruments
Collateral
Cash Collateral Net
Amount
June 30, 2024 $ 17,356  $ —  $ 17,356  $ —  $ —  $ 17,356 
December 31, 2023 $ 17,060  $ —  $ 17,060  $ (457) $ —  $ 16,603 
Offsetting of Derivative Liabilities
Gross Amounts Not Offset in the Balance Sheet
Gross
Amounts of
Recognized
Liabilities
Gross Amounts
Offset in the
Balance Sheet
Net Amounts of
Liabilities
Presented in the
Balance Sheet
Financial Instruments
Collateral
Cash Collateral Net
Amount
June 30, 2024 $ —  $ —  $ —  $ —  $ —  $ — 
December 31, 2023 $ 457  $ —  $ 457  $ (457) $ —  $ — 
Note 12—Stockholders' Equity
On April 8, 2024, the Company amended its charter to effect a one-for-four reverse stock split, effective May 1, 2024. On June 13, 2024, authorized but unissued shares of Class I Common Stock, Class T Common Stock and Class T2 Common Stock were reclassified into additional shares of Class A Common Stock. Class A Common Stock was then immediately renamed “Common Stock” and is the sole class of stock traded on the NYSE. See Note 1—"Organization and Business Operations" for further details.
Distributions Payable
As of June 30, 2024, the Company had distributions payable of $7,663,000, which were paid in cash on July 15, 2024.
On April 5, 2024, the board of directors, or the Board, approved the termination of the distribution reinvestment plan, effective May 1, 2024.
Share Repurchases
The Company’s Amended and Restated Share Repurchase Program, or the SRP, allowed for repurchases of shares of the Company’s Common Stock upon meeting certain criteria. On April 5, 2024, the Board approved the suspension of the SRP, effective immediately, and the termination of the SRP, effective upon the Listing.
During the six months ended June 30, 2024, the Company repurchased 283,512 Class A shares, Class I shares and Class T shares of Common Stock, after giving effect to the Reverse Stock Split (246,024 Class A shares, 7,574 Class I shares and 29,914 Class T shares), for an aggregate purchase price of $8,482,000 (an average of $29.92 per share). During the six months ended June 30, 2023, the Company repurchased 182,298 Class A shares, Class I shares and Class T shares of Common Stock, after giving effect to the Reverse Stock Split (140,021 Class A shares, 10,986 Class I shares and 31,291 Class T shares), for an aggregate purchase price of $5,994,000 (an average of $32.88 per share).
17

Accumulated Other Comprehensive Income
The following table presents a rollforward of amounts recognized in accumulated other comprehensive income by component for the six months ended June 30, 2024 and 2023 (amounts in thousands):
Unrealized Income
on Derivative
Instruments
Balance as of December 31, 2023 $ 16,603 
Other comprehensive income before reclassification 9,786 
Amount of income reclassified from accumulated other comprehensive income to net income (9,033)
Other comprehensive income 753 
Balance as of June 30, 2024 $ 17,356 
Unrealized Loss
on Derivative
Instruments
Balance as of December 31, 2022 $ 27,990 
Other comprehensive income before reclassification 6,770 
Amount of income reclassified from accumulated other comprehensive income to net income (7,652)
Other comprehensive loss (882)
Balance as of June 30, 2023 $ 27,108 
The following table presents reclassifications out of accumulated other comprehensive income for the six months ended June 30, 2024 and 2023 (amounts in thousands):
Details about Accumulated Other
Comprehensive Income Components
Income Amounts Reclassified from
Accumulated Other Comprehensive Income to Net Income
Affected Line Items in the Condensed Consolidated Statements of Comprehensive Income
Six Months Ended
June 30,
2024 2023
Interest rate swap contracts $ (9,033)

$ (7,652) Interest expense
Note 13—Earnings Per Share
The Company calculates basic earnings per share by dividing net income attributable to common stockholders for the period by the weighted average shares of its Common Stock outstanding for that period. Diluted earnings per share is computed based on the weighted average number of shares outstanding and all potentially dilutive securities, which include non-vested shares of restricted Common Stock and performance-based deferred stock unit awards, or Performance DSUs. The non-vested shares of restricted Common Stock contain non-forfeitable dividend distribution rights. The Performance DSUs also have dividend distribution rights which are paid to the grantee only in the event that the applicable performance criteria is achieved and the Performance DSUs vest. For the three and six months ended June 30, 2024, diluted earnings per share reflected the effect of 371,000 and 403,000, respectively, of non-vested shares of restricted Common Stock and Performance DSUs that were outstanding after giving effect to the Reverse Stock Split. For the three and six months ended June 30, 2023, diluted earnings per share reflected the effect of 464,000 and 463,000, respectively, of non-vested shares of restricted Common Stock and Performance DSUs that were outstanding after giving effect to the Reverse Stock Split.
Note 14—Stock-based Compensation
On March 6, 2020, the Board approved the A&R Incentive Plan pursuant to which the Company has the authority and power to grant awards of restricted shares of its Common Stock to its directors, executive officers, and employees.
The Company recognized no accelerated stock-based compensation expense for the three months ended June 30, 2024. The Company recognized accelerated stock-based compensation expense of $863,000 for the six months ended June 30, 2024, as a result of the acceleration of awards pursuant to severance agreements with two departed executive officers. The Company recognized total stock-based compensation expense of $1,163,000 and $1,251,000, respectively, for the three months ended June 30, 2024 and 2023, and $2,487,000 and $2,493,000, respectively, for the six months ended June 30, 2024 and 2023. Stock-based compensation expense is reported in general and administrative expenses in the accompanying condensed consolidated statements of comprehensive income, and forfeitures are recorded as they occur.
18

Note 15—Commitments and Contingencies
Legal Proceedings
In the ordinary course of business, the Company may become subject to litigation or claims. As of June 30, 2024, there were, and currently there are, no material pending legal proceedings to which the Company is a party. While the resolution of a lawsuit or proceeding may have an impact to the Company's financial results for the period in which it is resolved, the Company believes that the final resolution of the lawsuits or proceedings in which it is currently involved, either individually or in the aggregate, will not have a material adverse effect on its financial position, results of operations or liquidity.
Note 16—Subsequent Events
Distributions Paid to Stockholders
On July 15, 2024, the Company paid cash distributions of $7,663,000 to the Company's stockholders of record as of the close of business on July 1, 2024.
Distributions Authorized
On July 16, 2024, the Board approved and authorized a distribution payable on August 15, 2024, to the Company's stockholders of record as of the close of business on July 31, 2024. The distribution will be equal to $0.1333 per share of Common Stock, representing an annualized amount of $1.60 per share.
"Dutch Auction" Tender Offer
On June 13, 2024, in conjunction with the Listing, the Company commenced the Tender Offer to purchase shares of its Common Stock for cash at a price per share of not greater than $24.00 nor less than $22.60, net to the seller in cash, less any applicable withholding taxes and without interest, for a maximum aggregate purchase price of no more than $50,000,000. The Tender Offer expired on July 19, 2024. As a result of the Tender Offer, the Company accepted for purchase 2,212,389 shares of Common Stock (which represented approximately 3.9% of the total number of shares of Common Stock outstanding as of July 19, 2024) at a purchase price of $22.60 per share, for an aggregate purchase price of approximately $50,000,000, excluding related fees and expenses. The Company funded the Tender Offer, and will fund all related costs, with its available cash.
Acquisition of Fort Smith Healthcare Facility
On July 25, 2024, the Company purchased 100% of the ownership interests in a healthcare property in Fort Smith, Arkansas, or the Fort Smith Healthcare Facility, for a contract purchase price of $28,250,000.
Draw on Credit Facility
On July 24, 2024, the Company borrowed $20,000,000 on its revolving line of credit to fund the acquisition of the Fort Smith Healthcare Facility.
Time-Based Vesting Restricted Share Grant to Employees
On July 2, 2024, the Company granted its employees an aggregate of 87,269 time-based vesting restricted shares of Common Stock, which, subject to each employee's continuous employment through the applicable vesting dates, will vest 25% annually commencing on July 2, 2025. As of July 2, 2024, there was $1,802,000 of total unrecognized stock-based compensation expense related to these awards, which will be recognized over the vesting period. These awards were granted under and subject to the terms of the A&R Incentive Plan and an award agreement.
19

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements, and the notes thereto, and the other financial information appearing elsewhere in this Quarterly Report on Form 10-Q.
The following discussion should also be read in conjunction with our audited consolidated financial statements, and the notes thereto, Risk Factors and Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the U.S. Securities and Exchange Commission, or the SEC, on March 6, 2024, or the 2023 Annual Report on Form 10-K.
The terms “we,” “our,” “us,” and the “Company” refer to Sila Realty Trust, Inc., Sila Realty Operating Partnership, LP, or our Operating Partnership, and all wholly-owned subsidiaries.
Forward-Looking Statements
Certain statements contained in this Quarterly Report on Form 10-Q, other than historical facts, include forward-looking statements that reflect our expectations and projections about our future results, performance, prospects and opportunities. Such statements include, in particular, our liquidity and capital resources, capital expenditures, material cash requirements, debt service requirements, term loan requirements, plans, leases, dividends, distributions, strategies, and prospects and are subject to certain risks and uncertainties, including known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “will,” “would,” “could,” “should,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” or other similar words. Forward-looking statements are subject to various risks and uncertainties, and factors that could cause actual results to differ materially from our expectations, and investors should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could materially affect our results of operations, financial condition, cash flows, performance or future achievements or events.
Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false. We make no representation or warranty (express or implied) about the accuracy of any such forward-looking statements contained in this Quarterly Report on Form 10-Q, and we do not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. See Part I, Item 1A. “Risk Factors” of our 2023 Annual Report on Form 10-K, for a discussion of some, although not all, of the risks and uncertainties that could cause actual results to differ materially from those presented in our forward-looking statements.
Management’s discussion and analysis of financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles, or GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. We evaluate these estimates on a regular basis. These estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
Regulation FD Disclosures
We use any of the following to comply with our disclosure obligations under Regulation FD: SEC filings; press releases; public conference calls; or our website. We routinely post important information on our website at www.silarealtytrust.com, including information that may be deemed material. We encourage our shareholders and others interested in our company to monitor these distribution channels for material disclosures. The contents of our website address referenced herein is included in this Quarterly Report on Form 10-Q as a textual reference only and is not incorporated by reference into this Quarterly Report on Form 10-Q.
Overview
We invest in high quality properties leased to tenants capitalizing on critical and structural economic growth drivers. We are primarily focused on investing in healthcare facilities across the continuum of care, which we believe typically generate predictable, durable and growing income streams. We may also make other real estate-related investments, which may include equity or debt interests in other real estate entities.
As of June 30, 2024, we owned 137 real estate properties and two undeveloped land parcels.
20

Recent Developments
New York Stock Exchange Listing and Reverse Stock Split
On June 13, 2024, our common stock, par value $0.01 per share, or the Common Stock, was listed and began trading on the New York Stock Exchange, or the NYSE, under the ticker symbol "SILA", or the Listing. Upon the Listing, all outstanding shares of Class I Common Stock and Class T Common Stock were automatically converted into shares of Class A Common Stock on a one-for-one basis and authorized but unissued shares of Class I Common Stock, Class T Common Stock and Class T2 Common Stock were reclassified into additional shares of Class A Common Stock. Class A Common Stock was then immediately renamed “Common Stock” and is the sole class of stock traded on the NYSE.
On April 8, 2024, in anticipation of the Listing, we amended our charter to effect a one-for-four reverse stock split, or the Reverse Stock Split, of each issued and outstanding share of each class of our Common Stock, $0.01 par value per share, effective May 1, 2024, and we also amended our charter to decrease the par value of each issued and outstanding share of our Common Stock from $0.04 par value per share to $0.01 par value per share immediately after the Reverse Stock Split. In addition, equitable adjustments were made to the maximum number of shares of our Common Stock that may be issued pursuant to our Amended and Restated 2014 Restricted Share Plan, or the A&R Incentive Plan, and the maximum number of shares of our Common Stock that may be granted under incentive stock awards under the A&R Incentive Plan, in each case, to reflect the Reverse Stock Split. The number of shares of our Common Stock subject to outstanding awards under the A&R Incentive Plan were also equitably adjusted to reflect the Reverse Stock Split. The Reverse Stock Split affected all record holders of our Common Stock uniformly and did not affect any record holder’s percentage ownership interest. The Reverse Stock Split did not affect the number of our authorized shares of Common Stock.
Termination of Share Repurchase Program and Distribution Reinvestment Plan
In light of our intention to pursue the Listing, on April 5, 2024, our board of directors, or the Board, approved the suspension of our Amended and Restated Share Repurchase Program, or the SRP, effective immediately, and the termination of the SRP, effective upon the Listing. On April 5, 2024, the Board also approved the termination of our distribution reinvestment plan, or the DRIP, effective May 1, 2024.
"Dutch Auction" Tender Offer
On June 13, 2024, in conjunction with the Listing, we commenced a modified "Dutch Auction" tender offer, or the Tender Offer, to purchase shares of our Common Stock for cash at a price per share of not greater than $24.00 nor less than $22.60, net to the seller in cash, less any applicable withholding taxes and without interest, for a maximum aggregate purchase price of no more than $50.0 million. The Tender Offer expired on July 19, 2024. As a result of the Tender Offer, we accepted for purchase 2,212,389 shares of our Common Stock (which represented approximately 3.9% of the total number of shares of Common Stock outstanding as of July 19, 2024) at a purchase price of $22.60 per share, for an aggregate purchase price of approximately $50,000,000, excluding related fees and expenses. We funded the Tender Offer, and will fund all related costs, with our available cash.
21

Critical Accounting Estimates
Our critical accounting estimates were disclosed in our 2023 Annual Report on Form 10-K. There have been no material changes to our critical accounting estimates as disclosed therein.
Interim Unaudited Financial Data
Our accompanying condensed consolidated financial statements have been prepared by us in accordance with GAAP in conjunction with the rules and regulations of the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, our accompanying condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. Our accompanying condensed consolidated financial statements reflect all adjustments, which are, in our view, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim period. Interim results of operations are not necessarily indicative of the results to be expected for the full year; such full year results may be less favorable. Our accompanying condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our 2023 Annual Report on Form 10-K.
Qualification as a REIT
We elected, and qualify, to be taxed as a REIT for federal income tax purposes, and we intend to continue to be taxed as a REIT. To maintain our qualification as a REIT, we must continue to meet certain organizational and operational requirements, including a requirement to distribute at least 90.0% of our REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gain, to our stockholders. As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders.
If we fail to maintain our qualification as a REIT in any taxable year, we would then be subject to federal income taxes on our taxable income at regular corporate rates and would not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the Internal Revenue Service grants us relief under certain statutory provisions. Such an event could have a material adverse effect on our net income and net cash available for distribution to our stockholders.
Factors That May Influence Results of Operations
We are not aware at this time of any material trends or uncertainties, other than national economic conditions and those discussed below, affecting our real estate properties, that may reasonably be expected to have a material impact, favorable or unfavorable, on revenues or income, management and operation of our properties other than those set forth in our 2023 Annual Report on Form 10-K.
Economic and Market Conditions
Our operating results have been and will continue to be generally impacted by global and national economic and market conditions and by the local economic conditions where our real estate properties are located. Increased interest rates, persistent inflation, ongoing geopolitical tensions, and increased volatility in public and private equity and fixed income markets have led to increased costs and have limited the availability of capital. In response to inflationary pressures, the Federal Reserve began raising interest rates in 2022. Higher interest rates imposed by the Federal Reserve to address inflation may adversely impact our borrowing costs and real estate asset values generally, including our real estate properties.
To the extent our tenants have also experienced difficulties due to the foregoing economic and market conditions, they may be unable or unwilling to make payments or perform their obligations when due. Most of our lease agreements contain provisions designed to mitigate the adverse impact of inflation, including annual rent increases based on stated increases or consumer price index (CPI) increases.
Rental Revenue
The amount of rental revenue generated by our properties depends principally on our ability to maintain the occupancy rates of leased space and to lease available space at existing rental rates. Negative trends in one or more of these factors could adversely affect our rental revenue in future periods. We continually monitor our tenants' ability to meet their lease obligations to pay us rent to determine if any adjustments should be reflected currently. As of June 30, 2024, our real estate properties were 97.5% leased.
22

Steward Bankruptcy Filing
On May 6, 2024, Steward Health Care System LLC, or Steward, the sponsor and owner of a tenant at one of our real estate properties, announced that it filed for Chapter 11 bankruptcy protection under the United States Bankruptcy Code. Steward is seeking U.S. bankruptcy court approval to reject certain unexpired real property leases. Steward's lease obligations with us have not been included in any legal motions filed to date.
During the three months ended December 31, 2023, due to the ongoing operational and liquidity challenges faced by Steward, we determined the collectability of amounts owed under the contractual terms of Steward's lease were no longer reasonably assured. As a result, we ceased recognizing rent on a straight-line basis and have only recorded rent for Steward to the extent we have received cash. We recorded a write-off of straight-line rent receivables related to Steward of $1,604,000 during the three months ended December 31, 2023, as a reduction in rental revenue, because the amounts were determined to be uncollectible. In addition, we recorded $10,945,000 of impairment losses (including goodwill impairments of $350,000) on the real estate property leased to Steward during the three months ended December 31, 2023. There were no further impairment losses recorded on the real estate property leased to Steward for both the three and six months ended June 30, 2024. Bankruptcy proceedings are subject to uncertainty and there can be no assurance how the bankruptcy court's or other parties' actions or decisions may impact Steward or its future impact to us.
GenesisCare Bankruptcy Filing
As disclosed in the Current Report on Form 8-K that the Company filed with the SEC on June 5, 2023, GenesisCare USA, Inc. and its affiliates, or GenesisCare, the sponsor and owner of the tenant in certain of our real estate properties announced that it filed for Chapter 11 bankruptcy protection under the United States Bankruptcy Code on June 1, 2023. During the bankruptcy proceedings, GenesisCare sought U.S. bankruptcy court approval to reject certain unexpired real property leases. GenesisCare's lease obligations with us were not included in any motions.
During the six months ended June 30, 2024, the Company entered into a second amendment to the second amended and restated master lease, or the GenesisCare Amended Master Lease, with GenesisCare in connection with its emergence from bankruptcy on February 16, 2024. Prior to the GenesisCare Amended Master Lease, GenesisCare was a tenant at 17 of our real estate properties pursuant to a first amendment to the second amended and restated master lease, or the GenesisCare Master Lease. The GenesisCare Amended Master Lease removed 10 of our properties from the GenesisCare Master Lease, or the Severed Properties. The seven remaining properties will continue to be leased to GenesisCare and had no material changes in lease terms pursuant to the GenesisCare Master Lease. As a result of the GenesisCare Amended Master Lease, we entered into lease agreements with new tenants at six of the Severed Properties during the six months ended June 30, 2024. We are currently in the process of negotiating a lease with a new tenant at one of the Severed Properties and three of the Severed Properties are currently being marketed for lease or sale. In exchange for the Severed Properties, we received a $2,000,000 severance fee from GenesisCare during the six months ended June 30, 2024, which will be recognized in rental revenues over the remaining GenesisCare Amended Master Lease term.
Due to GenesisCare filing for bankruptcy, we determined the collectability of amounts owed under the contractual terms of GenesisCare's lease were no longer reasonably assured. As a result, we ceased recognizing rent on a straight-line basis and have only recorded rent for GenesisCare to the extent we have received cash. We recorded a write-off of straight-line rent receivables related to GenesisCare of $1,630,000, for both the three and six months ended June 30, 2023, respectively, as a reduction in rental revenue, because the amounts were determined to be uncollectible. GenesisCare continues to make its lease payments due to us in accordance with the GenesisCare Amended Master Lease and made its lease payments throughout its bankruptcy pursuant to the GenesisCare Master Lease.
We recorded impairment losses on certain real estate properties formerly leased to GenesisCare of $418,000, for both the three and six months ended June 30, 2024, respectively, as a result of triggering events. During the three months ended June 30, 2024, the Company recorded accelerated amortization of in-place lease intangible assets, above-market lease intangible assets and below-market lease intangible liabilities of $2,564,000, $2,667,000, and $1,025,000, respectively, as a result of the GenesisCare Amended Master Lease. During the six months ended June 30, 2024, we recorded accelerated amortization of in-place lease intangible assets, above-market lease intangible assets and below-market lease intangible liabilities of $4,646,000, $2,667,000, and $2,038,000, respectively, as a result of the GenesisCare Amended Master Lease.
We recorded impairment losses on certain real estate properties leased or formerly leased to GenesisCare of $6,364,000 (including goodwill impairments of $1,238,000), for both the three and six months ended June 30, 2023, respectively, as a result of GenesisCare announcing it had filed bankruptcy. In addition, during both the three and six months ended June 30, 2023, we recorded an impairment of in-place lease and above-market lease intangible assets on certain real estate properties formerly leased to GenesisCare of $592,000 and $260,000, respectively. We recorded impairment losses on a real estate property formerly leased to GenesisCare of $3,115,000 for the three months ended December 31, 2023. In addition, during the three months ended December 31, 2023, we recorded an impairment of in-place lease intangible assets on a real estate property formerly leased to GenesisCare of $538,000.
23

Results of Operations
Our results of operations are influenced by the timing of acquisitions and the performance of our real estate properties.
The following table shows the property statistics of our real estate properties as of June 30, 2024 and 2023:
  June 30,
  2024 2023
Number of real estate properties (1)
137  132 
Leased square feet 5,155,000  5,400,000 
Weighted average percentage of rentable square feet leased 97.5  % 99.6  %
(1)As of June 30, 2024, we owned 137 real estate properties and two undeveloped land parcels. As of June 30, 2023, we owned 132 real estate properties and two undeveloped land parcels.
The following table summarizes our real estate activity for the three and six months ended June 30, 2024 and 2023:
  Three Months Ended
June 30,
Six Months Ended
June 30,
  2024 2023 2024 2023
Real estate properties acquired
Real estate properties disposed —  — 
Aggregate purchase price of real estate properties acquired (1)
$ 10,771,000  $ 9,920,000  $ 135,689,000  $ 9,920,000 
Net book value of real estate properties disposed $ —  $ —  $ 1,352,000  $ 12,127,000 
Leased square feet of real estate property additions 30,000  25,000  244,000  25,000 
Leased square feet of real estate property dispositions —  —  71,000  139,000 
(1)Includes capitalized acquisition costs associated with transactions determined to be asset acquisitions.
This section describes and compares our results of operations for the three and six months ended June 30, 2024 and 2023. We generate substantially all of our revenue from property operations. In order to evaluate our overall portfolio, management analyzes the results of our same store properties. We define "same store properties" as properties that were owned and operated for the entirety of both calendar periods being compared and exclude properties under development, re-development, or classified as held for sale.
By evaluating the results of our same store properties, management is able to monitor the operations of our existing properties for comparable periods to measure the performance of our current portfolio and readily observe the expected effects of our new acquisitions and dispositions on net income.

Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023
The following table allocates total rental revenue for the three months ended June 30, 2024 compared to the comparable period in 2023 (amounts in thousands).
Three Months Ended
June 30,
2024 2023 $ Change % Change
Same store rental revenue $ 36,055  $ 37,340  $ (1,285) (3.4) %
Same store tenant reimbursements 3,188  2,933  255  8.7  %
Non-same store rental revenue 3,756  4,643  (887) (19.1) %
Non-same store tenant reimbursements 554  48  506  1054.2  %
Other operating income —  —  %
Total rental revenue $ 43,554  $ 44,965  $ (1,411) (3.1) %
•Same store rental revenue decreased primarily due to a $2,407,000 increase in accelerated amortization of above-market lease intangible assets as a result of lease terminations and renewals, a $977,000 decrease due to lease terminations, a $506,000 decrease primarily related to rent recognized on a cash basis as a result of certain tenants with payment uncertainty who were paying their rent in the prior period being compared, and a $230,000 decrease as a result of amended leases with lower rental rates in exchange for longer lease terms, partially offset by a $1,630,000 increase due to the write-off of straight-line rent receivables in the prior period as a result of tenant uncertainty, a $1,025,000 increase in accelerated amortization of below-market lease intangible liabilities as a result of lease terminations, and a $180,000 increase in annual base rent escalations for leases indexed to CPI.
24

•Same store tenant reimbursements increased $255,000 primarily due to higher reimbursable operating costs in the current period, which are generally passed along to our tenants.
•Non-same store rental revenue decreased primarily due to a $4,607,000 decrease due to property dispositions since April 1, 2023, partially offset by an increase of $3,720,000 attributable to properties acquired since April 1, 2023.
•Non-same store tenant reimbursements increased $541,000 primarily due to properties acquired since April 1, 2023, partially offset by a $35,000 decrease primarily related to property dispositions since April 1, 2023.
•There were no significant changes in other operating income.
Changes in our expenses are summarized in the following table (amounts in thousands):
Three Months Ended
June 30,
2024 2023 $ Change % Change
Same store rental expenses $ 5,118  $ 4,646  $ 472  10.2  %
Non-same store rental expenses 731  227  504  222.0  %
Listing-related expenses
2,924  —  2,924  n/a
General and administrative expenses 5,347  5,547  (200) (3.6) %
Depreciation and amortization 20,246  18,803  1,443  7.7  %
Impairment losses 418  6,364  (5,946) (93.4) %
Total operating expenses $ 34,784  $ 35,587  $ (803) (2.3) %
•Same store rental expenses increased primarily due to a $245,000 increase in non-reimbursable expenses as a result of lease terminations and a $227,000 increase in expenses, certain of which are subject to reimbursement by our tenants, due to higher operating costs in the current period.
•Non-same store rental expenses, certain of which are subject to reimbursement by our tenants, increased primarily due to a $599,000 increase attributable to properties acquired since April 1, 2023, partially offset by a $95,000 decrease due to property dispositions since April 1, 2023.
•Listing-related expenses of $2,924,000 were recorded during the three months ended June 30, 2024, consisting of advisory fees for legal, banking, and other advisory services, related to the Listing on June 13, 2024.
•General and administrative expenses decreased primarily due to a $225,000 decrease in personnel costs, and a $186,000 decrease in professional fees related to third-party valuation services for our estimated per share net asset value, partially offset by a $212,000 increase in audit and tax fees.
•Depreciation and amortization increased primarily due to a $1,972,000 increase in accelerated amortization of in-place lease intangible assets as a result of lease terminations, a $1,978,000 increase due to properties acquired since April 1, 2023, partially offset by a $2,027,000 decrease from property dispositions, a $266,000 decrease attributable to fully amortized in-place lease intangible assets and tenant improvements, and a $245,000 decrease related to properties impaired in prior periods.
•Impairment losses were recorded in the aggregate amount of $418,000 during the three months ended June 30, 2024, compared to impairment losses recorded in the aggregate amount of $6,364,000 during the three months ended June 30, 2023, as a result of tenant related triggering events that occurred at certain properties.
Changes in interest and other expenses, net, are summarized in the following table (amounts in thousands):
Three Months Ended
June 30,
2024 2023 $ Change % Change
Interest and other income $ 1,051  $ 141  $ 910  645.4  %
Interest expense $ 5,193  $ 5,664  $ (471) (8.3) %
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•Interest and other income increased primarily due to an $861,000 increase in dividend income from investments in money market funds and a $140,000 increase in interest income from cash deposits, partially offset by a decrease of $120,000 in interest income related to a note receivable in the prior period.
•Interest expense decreased primarily due to a $346,000 decrease related to a reduction in the weighted average outstanding principal balance on our credit facility of $41,429,000 and a decrease of $276,000 related to a reduction in the weighted average interest rate on our credit facility, partially offset by a $165,000 increase in amortization of deferred financing costs.
Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023
The following table allocates total rental revenue for the six months ended June 30, 2024 compared to the comparable period in 2023 (amounts in thousands):
Six Months Ended
June 30,
2024 2023 $ Change % Change
Same store rental revenue $ 75,917  $ 75,919  $ (2) —  %
Same store tenant reimbursements 6,457  5,865  592  10.1  %
Non-same store rental revenue 10,690  12,758  (2,068) (16.2) %
Non-same store tenant reimbursements 1,126  64  1,062  1,659.4  %
Other operating income —  —  %
Total rental revenue $ 94,193  $ 94,609  $ (416) (0.4) %
•Same store rental revenue decreased primarily due to a $2,565,000 increase in accelerated amortization of above-market lease intangible assets as a result of lease terminations and renewals, a $1,139,000 decrease due to lease terminations, a $289,000 decrease as a result of amended leases with lower rental rates in exchange for longer lease terms, and a $107,000 decrease primarily related to rent recognized on a cash basis as a result of tenants with payment uncertainty who were paying their rent in the prior period being compared, partially offset by a $2,038,000 increase in accelerated amortization of below-market lease intangible liabilities, a $1,770,000 increase due to the write-off of straight-line rent receivables in the prior period as a result of tenant uncertainty, and a $290,000 increase in annual base rent escalations for leases indexed to CPI.
•Same store tenant reimbursements increased $592,000 primarily due to higher operating costs in the current period, which are generally passed along to our tenants.
•Non-same store rental revenue decreased primarily due to a $9,041,000 decrease from properties sold since January 1, 2023, partially offset by a $5,447,000 increase attributable to properties acquired since January 1, 2023 and a $1,109,000 increase related to rent recognized on a cash basis from a tenant at a property that was sold during the six months ended June 30, 2024. In addition, we recognized lease termination income of $4,098,000 during the six months ended June 30, 2024 and $4,000,000 of lease termination income during the six months ended June 30, 2023.
•Non-same store tenant reimbursements increased primarily due to a $1,064,000 increase attributable to properties acquired since January 1, 2023.
•There were no significant changes in other operating income.
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Changes in our expenses are summarized in the following table (amounts in thousands):
Six Months Ended
June 30,
2024 2023 $ Change % Change
Same store rental expenses $ 10,062  $ 9,267  $ 795  8.6  %
Non-same store rental expenses 1,341  456  885  194.1  %
Listing-related expenses
2,980  —  2,980  n/a
General and administrative expenses 13,521  11,650  1,871  16.1  %
Depreciation and amortization 39,144  37,355  1,789  4.8  %
Impairment losses 418  6,708  (6,290) (93.8) %
Total operating expenses $ 67,466  $ 65,436  $ 2,030  3.1  %
Gain on real estate dispositions $ 76  $ 21  $ 55  261.9  %
•Same store rental expenses increased primarily due to a $362,000 increase in non-reimbursable expenses as a result of lease terminations, and a $433,000 increase in expenses, certain of which are subject to reimbursement by our tenants, due to higher operating costs in the current period.
•Non-same store rental expenses, certain of which are subject to reimbursement by our tenants, increased primarily due to a $1,104,000 increase from properties acquired since January 1, 2023, partially offset by a $219,000 decrease due to properties sold since January 1, 2023.
•Listing-related expenses of $2,980,000 were recorded during the six months ended June 30, 2024, consisting of advisory fees for legal, banking, and other advisory services, related to the Listing on June 13, 2024.
•General and administrative expenses increased primarily due to a $1,822,000 increase in separation pay primarily related to the departure of our former chief accounting officer and former chief investment officer and a $863,000 increase in stock-based compensation as a result of accelerated awards due to severance, partially offset by a $869,000 decrease in stock-based compensation primarily due to a cumulative catch-up adjustment for changes in our probability assessment for performance-based deferred stock unit awards during the period.
•Depreciation and amortization increased primarily due to a $4,054,000 increase in accelerated amortization of in-place lease intangible assets as a result of lease terminations, a $3,010,000 increase due to properties acquired since January 1, 2023, partially offset by a $4,161,000 decrease from property dispositions, a $598,000 decrease attributable to fully amortized in-place lease intangible assets and tenant improvements and a $578,000 decrease related to properties impaired in prior periods.
•Impairment losses were recorded in the aggregate amount of $418,000 during the six months ended June 30, 2024, compared to impairment losses recorded in the aggregate amount of $6,708,000 during the six months ended June 30, 2023, as a result of tenant related triggering events that occurred at certain properties.
Changes in interest expense and interest and other income are summarized in the following table (amounts in thousands):
Six Months Ended
June 30,
2024 2023 $ Change % Change
Interest and other income $ 3,292  $ 147  $ 3,145  2,139.5  %
Interest expense $ 10,487  $ 11,286  $ (799) (7.1) %
•Interest and other income increased primarily due to a $3,043,000 increase in dividend income from investments in money market funds and a $306,000 increase in interest income from cash deposits, partially offset by $120,000 in interest income recognized on a note receivable in the prior year, and a loss on the sale of a permanent easement of $111,000.
•Interest expense decreased primarily due to a $825,000 decrease related to a reduction in the weighted average outstanding principal balance on our credit facility of $48,652,000 and a decrease of $406,000 related to a reduction in the weighted average interest rate on our credit facility, partially offset by a $228,000 increase in loss on extinguishment of debt and a $204,000 increase in amortization of deferred financing costs.
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Liquidity and Capital Resources
Our principal uses of funds are for acquisitions of real estate and real estate-related investments, capital expenditures, operating expenses, distributions to, and share repurchases from, stockholders, and principal and interest payments on current and future indebtedness. While interest rates on variable rate debt have increased and may continue to increase, we believe our exposure is limited at this time due to our hedging strategy, which has effectively fixed 100% of our outstanding debt as of June 30, 2024, and therefore allowed us to reasonably project our liquidity needs. Generally, cash for these items is generated from operations of our current and future investments. Our sources of funds are primarily operating cash flows, our credit facility and other potential borrowings.
When we acquire a property, we prepare a capital plan that contemplates the estimated capital needs of that investment. In addition to operating expenses, capital needs may also include, for example, costs of refurbishment, tenant improvements or other major capital expenditures. The capital plan also sets forth the anticipated sources of the necessary capital, which may include a line of credit, operating cash generated by the investment, additional equity investments from us, and when necessary, capital reserves. The capital plan for each investment will be adjusted through ongoing, regular reviews of our portfolio or, as necessary, to respond to unanticipated additional capital needs.
Short-term Liquidity and Capital Resources
For at least the next twelve months, we expect our principal demands for funds will be for operating expenses, including our general and administrative expenses, as well as the acquisition of real estate and real estate-related investments and funding of capital improvements and tenant improvements, distributions to stockholders, share repurchases as a result of the Tender Offer, and interest payments on our credit facility. We expect to meet our short-term liquidity requirements through net cash flows provided by operations and borrowings on our credit facility and potential other borrowings.
We believe we will have sufficient liquidity available to meet our obligations in a timely manner, under both normal and stressed conditions, for the next twelve months. In addition, we expect that the Listing will enhance our liquidity given that we now have publicly-traded stock. We may issue such publicly-traded stock within the next twelve months, afterwards, or both.
Long-term Liquidity and Capital Resources
Beyond the next twelve months, we expect our principal demands for funds will be for costs to acquire additional real estate properties, interest and principal payments on our credit facility, long-term capital investment demands for our real estate properties and distributions necessary to maintain our REIT status.
We currently expect to meet our long-term liquidity requirements through proceeds from cash flows from operations and borrowings on our credit facility, potential other borrowings and potential equity offerings.
We expect to pay distributions to our stockholders from cash flows from operations. To the extent cash flows from operations are lower due to lower-than-expected returns on the properties held or the disposition of properties, distributions paid to stockholders may be lower. We currently expect that substantially all net cash flows from our operations will be used to fund acquisitions, certain capital expenditures identified at acquisition, ongoing capital expenditures, interest and principal payments on outstanding debt and distributions to our stockholders.
Material Cash Requirements
As of June 30, 2024, we had $86,971,000 in cash and cash equivalents. After the expiration of the Tender Offer, we paid $50,000,000 from our available cash to stockholders who tendered shares of Common Stock in the Tender Offer. In addition to the cash we need to conduct our normal business operations, we expect to require $25,447,000 in cash over the next twelve months, of which $22,696,000 is related to estimated interest payments on our outstanding debt (calculated based on our effective interest rates as of June 30, 2024) and $2,751,000 is related to our various obligations as lessee. We cannot provide assurances, however, that actual expenditures will not exceed these estimates.
As of June 30, 2024, we had material obligations beyond twelve months in the amount of $697,795,000, inclusive of $583,453,000 related to principal and estimated interest payments on our outstanding debt (calculated based on our effective interest rates as of June 30, 2024) and $114,342,000 related to our various obligations as lessee.
One of our principal liquidity needs is the payment of principal and interest on outstanding indebtedness. As of June 30, 2024, we had $525,000,000 of principal outstanding under our Unsecured Credit Facility (as defined below). We are required by the terms of certain loan documents relating to the Unsecured Credit Facility to meet certain covenants, such as financial ratios and reporting requirements. As of June 30, 2024, we were in compliance with all such covenants and requirements on our Unsecured Credit Facility.
As of June 30, 2024, the aggregate notional amount under our derivative instruments was $525,000,000. We have agreements with each derivative counterparty that contain cross-default provisions; if we default on our indebtedness, then we could also be declared in default on our derivative obligations, resulting in an acceleration of payment of any net amounts due under our derivative contracts.
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As of June 30, 2024, we were in compliance with all such cross-default provisions.
Debt Service Requirements
Credit Facility
As of June 30, 2024, the maximum commitments available under our senior unsecured revolving line of credit with Truist Bank, as Administrative Agent for the lenders, or the Revolving Credit Agreement, were $500,000,000, which may be increased, subject to lender approval, through incremental term loans and/or revolving loan commitments in an aggregate amount not to exceed $1,000,000,000. The maturity date for the Revolving Credit Agreement is February 15, 2026, which, at our election, may be extended for a period of six-months on no more than two occasions, subject to certain conditions, including the payment of an extension fee. As of June 30, 2024, the Revolving Credit Agreement had no outstanding principal balance.
As of June 30, 2024, the maximum commitments available under our senior unsecured term loan with Truist Bank, as Administrative Agent for the lenders, or the 2027 Term Loan Agreement, were $250,000,000, which may be increased, subject to lender approval, to an aggregate amount not to exceed $500,000,000. The 2027 Term Loan Agreement has a maturity date of March 20, 2027, and, at our election, may be extended for a period of one year on no more than two occasions, subject to the satisfaction of certain conditions, including the payment of an extension fee. The 2027 Term Loan Agreement was entered into on March 20, 2024, to replace our prior term loan agreement, which was paid off in its entirety upon closing of the 2027 Term Loan Agreement. As of June 30, 2024, the 2027 Term Loan Agreement had an aggregate outstanding principal balance of $250,000,000.
As of June 30, 2024, the maximum commitments available under our senior unsecured term loan with Truist Bank, as Administrative Agent for the lenders, or the 2028 Term Loan Agreement, were $275,000,000, which may be increased, subject to lender approval, to an aggregate amount not to exceed $500,000,000 and has a maturity date of January 31, 2028. The 2028 Term Loan Agreement is pari passu with our Revolving Credit Agreement and 2027 Term Loan Agreement. As of June 30, 2024, the 2028 Term Loan Agreement had an aggregate outstanding principal balance of $275,000,000.
We refer to the Revolving Credit Agreement, the 2027 Term Loan Agreement and the 2028 Term Loan Agreement, collectively, as the “Unsecured Credit Facility,” which has aggregate commitments available of $1,025,000,000, as of June 30, 2024. Generally, the proceeds of loans made under our Unsecured Credit Facility may be used for acquisition of real estate investments, funding of tenant improvements and leasing commissions with respect to real estate, repayment of indebtedness, funding of capital expenditures with respect to real estate, and general corporate and working capital purposes.
As of June 30, 2024, we had a total pool availability under our Unsecured Credit Facility of $1,025,000,000 and an aggregate outstanding principal balance of $525,000,000; therefore, $500,000,000 was available to be drawn under our Unsecured Credit Facility. We were in compliance with all the financial covenant requirements of the Unsecured Credit Facility as of June 30, 2024.
On July 24, 2024, we borrowed $20,000,000 on the Revolving Credit Agreement to fund an acquisition. As of July 24, 2024, as a result of the borrowing, we had total pool availability under our Unsecured Credit Facility of $1,025,000,000 and an aggregate outstanding principal balance of $545,000,000; therefore, $480,000,000 was available to be drawn under our Unsecured Credit Facility.
Cash Flows
Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023
Six Months Ended
June 30,
(in thousands) 2024 2023 Change
Net cash provided by operating activities $ 68,212  $ 64,206  $ 4,006 
Net cash (used in) provided by investing activities $ (135,355) $ 1,359  $ (136,714)
Net cash used in financing activities $ (47,905) $ (56,985) $ 9,080 
Operating Activities
•Net cash provided by operating activities increased primarily due to an increase in cash collected for rent resulting from property acquisitions, annual rent increases, dividend income from investments in money market funds, and the receipt of lease termination income, partially offset by a decrease related to property dispositions and lease terminations.
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Investing Activities
Significant investing activities included:
•Investment of $135,681,000 to purchase seven properties in three separate transactions during the six months ended June 30, 2024, compared to an investment of $9,920,000 to purchase one property during the six months ended June 30, 2023.
•Received $1,439,000 from the sale of a property during the six months ended June 30, 2024, compared to receiving $12,241,000 from the sale of a property during the six months ended June 30, 2023.
•Incurred capital expenditures, primarily for tenant improvements, of $863,000 during the six months ended June 30, 2024, compared to incurring $962,000 during the six months ended June 30, 2023.
Financing Activities
Significant financing activities included:
•Payment of $36,785,000 in cash distributions to common stockholders, including cash distributions on vested performance-based deferred stock unit awards, during the six months ended June 30, 2024, compared to $32,969,000 during the six months ended June 30, 2023.
•Repurchase of $8,482,000 of Common Stock during the six months ended June 30, 2024, compared to $5,994,000 during the six months ended June 30, 2023.
•Payment of $2,577,000 in deferred financing costs as a result of entering into the 2027 Term Loan Agreement during the six months ended June 30, 2024, compared to $12,000 during the six months ended June 30, 2023.
•The following Unsecured Credit Facility related activity during the six months ended June 30, 2024:
◦Replacement of $250,000,000 on our prior term loan with borrowings from the 2027 Term Loan Agreement.
•The following Unsecured Credit Facility related activity during the six months ended June 30, 2023:
◦Repayment of $8,000,000 on the Revolving Credit Agreement.
◦Repayment of $10,000,000 on the 2024 Term Loan Agreement with proceeds from a disposition and cash flows from operations.
Distributions to Stockholders
The amount of distributions payable to our stockholders is determined by the Board and is dependent on a number of factors, including our funds available for distribution, financial condition, lenders' restrictions and limitations, capital expenditure requirements, corporate law restrictions and the annual distribution requirements needed to maintain our status as a REIT under the Internal Revenue Code of 1986, as amended. The Board must authorize each distribution and may, in the future, authorize lower amounts of distributions or not authorize additional distributions and, therefore, distribution payments are not guaranteed. Additionally, our organizational documents permit us to pay distributions from unlimited amounts of any source, and we may use sources other than operating cash flows to fund distributions, which may reduce the amount of capital we ultimately invest in properties or other permitted investments. We have funded distributions with operating cash flows from our properties and previously through funds equal to amounts reinvested in the DRIP. To the extent that we do not have taxable income, distributions paid will be considered a return of capital to stockholders.
In light of our intention to pursue the Listing, on April 5, 2024, the Board approved the termination of the DRIP, effective May 1, 2024. All participating DRIP stockholders will continue to receive their full declared distributions, which will be payable in cash as opposed to additional shares of Common Stock and will result in an increase in cash used in financing activities.
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The following table shows the sources of distributions paid during the six months ended June 30, 2024 and 2023 (amounts in thousands):
Six Months Ended June 30,
2024 2023
Distributions paid in cash - common stockholders $ 36,785  $ 32,969 

Distributions reinvested (shares issued) 9,979  12,450 
Total distributions $ 46,764  $ 45,419 
Source of distributions:
Cash flows provided by operations
$ 36,785  79  %
(1)
$ 32,969  73  %
(1)
Offering proceeds from issuance of common stock pursuant to the DRIP
9,979  21  %
(1)
12,450  27  %
(1)
Total sources $ 46,764  100  % $ 45,419  100  %
(1)Percentages were calculated by dividing the respective source amount by the total sources of distributions.
Total distributions declared but not paid as of June 30, 2024, were $7,663,000 for common stockholders. These distributions were paid on July 15, 2024.
Non-GAAP Financial Measures
In the real estate industry, analysts and investors employ certain non-GAAP supplemental financial measures in order to facilitate meaningful comparisons between periods and among peer companies. We believe that these measures are useful to investors to consider because they may assist them to better understand and measure the performance of our business over time and against similar companies. We use the following non-GAAP financial measures: Funds From Operations, or FFO, Core Funds From Operations, or Core FFO, and Adjusted Funds From Operations, or AFFO.
Net Income and FFO, Core FFO and AFFO
A description of FFO, Core FFO, and AFFO and reconciliations of these non-GAAP measures to net income, the most directly comparable GAAP measure, are provided below.
The National Association of Real Estate Investment Trusts, or NAREIT, an industry trade group, has promulgated the FFO measure, which we believe is an appropriate additional measure to reflect the operating performance of a REIT. The use of FFO is recommended by the REIT industry as a supplemental performance measure. FFO is not equivalent to our net income as determined under GAAP.
We define FFO, consistent with NAREIT’s definition, as net income (calculated in accordance with GAAP), excluding gains (or losses) from sales of real estate assets and impairments of real estate assets, plus depreciation and amortization of real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect FFO on the same basis. To date, we do not have any investments in unconsolidated partnerships or joint ventures.
We, along with many of our peers in the real estate industry, consider FFO to be an appropriate supplemental measure of a REIT’s operating performance because it is based on a net income analysis of real estate portfolio performance that excludes non-cash items such as real estate depreciation and amortization and real estate impairments. We believe FFO provides a useful understanding of our performance to the investors and to our management, and when compared to year over year, FFO reflects the impact on our operations from trends in occupancy.
We calculate Core FFO by adjusting FFO to remove the effect of certain GAAP non-cash income and expense items, unusual and infrequent items that are not expected to impact our operating performance on an ongoing basis, items that effect comparability to prior periods and/or items that are not related to our core real estate operations.We consider it to be a useful supplemental measure because it provides investors with additional information to understand our sustainable performance. These include listing-related expenses, severance, write-off of straight-line rent receivables related to prior periods, accelerated stock-based compensation, amortization of above- and below-market lease intangibles (including ground leases) and loss on extinguishment of debt.
We calculate AFFO by further adjusting Core FFO for the following items: deferred rent, current period straight-line rent adjustments, amortization of deferred financing costs and stock-based compensation.
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Presentation of this information is intended to assist management and investors in comparing the operating performance of different REITs, although it should be noted that not all REITs calculate FFO, Core FFO and AFFO the same way, so comparisons with other REITs may not be meaningful. Furthermore, FFO, Core FFO and AFFO are not necessarily indicative of cash flows available to fund cash needs and should not be considered as an alternative to net income as an indication of our performance or as an indication of our liquidity, including our ability to make distributions to our stockholders. FFO, Core FFO and AFFO may be useful in assisting management and investors in assessing the sustainability of operating performance in future operating periods. All of our non-GAAP financial measures should be reviewed in conjunction with other measurements as an indication of our performance. The method used to evaluate the value and performance of real estate under GAAP should be considered as a more relevant measure of operating performance and considered more prominent than the non-GAAP financial measures presented here.
Reconciliation of Net Income to FFO, Core FFO and AFFO
The following table presents a reconciliation of net income attributable to common stockholders, which is the most directly comparable GAAP financial measure, to FFO, Core FFO and AFFO for the three and six months ended June 30, 2024 and 2023 (amounts in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2024 2023 2024 2023
Net income attributable to common stockholders $ 4,628  $ 3,855  $ 19,608  $ 18,055 
Adjustments:
Depreciation and amortization of real estate assets
20,222  18,780  39,097  37,311 
Gain on real estate dispositions —  —  (76) (21)
Impairment losses 418  6,364  418  6,708 
FFO(1)
$ 25,268  $ 28,999  $ 59,047  $ 62,053 
Adjustments:
Listing-related expenses 2,924  —  2,980  — 
Severance —  1,863  40 
Write-off of straight-line rent receivables related to prior periods —  1,479  —  1,618 
Accelerated stock-based compensation —  —  863  — 
Amortization of above (below) market lease intangibles, including ground leases, net 1,877  546  1,248  831 
Loss on extinguishment of debt —  —  228  — 
Core FFO(1)
$ 30,069  $ 31,032  $ 66,229  $ 64,542 
Adjustments:
Deferred rent(2)
333  344  2,721  863 
Straight-line rent adjustments (1,297) (1,454) (2,473) (2,891)
Amortization of deferred financing costs 577  412  1,029  825 
Stock-based compensation 1,163  1,251  1,624  2,493 
AFFO(1)
$ 30,845  $ 31,585  $ 69,130  $ 65,832 
(1)The six months ended June 30, 2024 and 2023 include $4,098,000 and $4,000,000, respectively, of lease termination fee income received.
(2)The six months ended June 30, 2024 includes a $2,000,000 severance fee received from GenesisCare in exchange for the Severed Properties, and will be recognized in rental revenues over the remaining GenesisCare Amended Master Lease term.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. In pursuing our business plan, the primary market risk to which we are exposed is interest rate risk.
We have obtained variable rate debt financing and we are exposed to such changes in the one-month Term SOFR. Loans under the Unsecured Credit Facility may be made as Base Rate Loans or SOFR Loans, at our election, and all of our interest rate swap agreements are indexed to SOFR.
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Our objectives in managing interest rate risk are to limit the impact of interest rate fluctuations on operations and cash flows, and to lower overall borrowing costs. To achieve these objectives, we will borrow primarily at interest rates with the lowest margins available and, in some cases, with the ability to convert variable interest rates to fixed rates.
As of June 30, 2024, our total principal debt outstanding of $525,000,000 was fixed through 11 interest rate swap agreements, which mature on various dates from December 2024 to January 2028. As of June 30, 2024, the interest rate swap agreements had an aggregate notional amount of $525,000,000 and an aggregate settlement asset value of $18,797,000. The settlement value of these interest rate swap agreements is dependent upon existing market interest rates and swap spreads. As of June 30, 2024, an increase of 50 basis points in the market rates of interest would have resulted in an increase to the settlement asset value of these interest rate swaps to a value of $23,481,000. As of June 30, 2024, a decrease of 50 basis points in the market rates of interest would have resulted in a decrease to the settlement asset value of these interest rate swaps to a value of $14,017,000. These interest rate swap agreements were designated as cash flow hedging instruments.
As of June 30, 2024, the weighted average interest rate on our total principal debt outstanding was 3.3%, including the impact of our interest rate swap agreements. We have entered, and may continue to enter, into additional derivative financial instruments, such as interest rate swaps, in order to mitigate our interest rate risk on a given variable rate financial instrument. To the extent we do, we are exposed to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk for us. When the fair value of a derivative contract is negative, we owe the counterparty and, therefore, it does not possess credit risk. Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates. We manage the market risk associated with interest rate contracts by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. We have not entered, and do not intend to enter, into derivative or interest rate swap transactions for speculative purposes. We may also enter into rate-lock arrangements to lock interest rates on future borrowings.
In addition to changes in interest rates, the value of our future investments will be subject to fluctuations based on changes in local and regional economic conditions and changes in the creditworthiness of tenants, which may affect our ability to refinance our debt, if necessary.
We do not have any foreign operations and thus we are not exposed to foreign currency fluctuation risks.
Item 4. Controls and Procedures.
(a) Evaluation of disclosure controls and procedures. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports pursuant to the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and we necessarily were required to apply our judgment in evaluating whether the benefits of the controls and procedures that we adopt outweigh their costs.
As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, we conducted an evaluation as of June 30, 2024, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures, as of June 30, 2024, were effective at a reasonable assurance level.
(b) Changes in internal control over financial reporting. There have been no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the three months ended June 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. On March 20, 2024, we terminated our chief accounting officer and our new chief accounting officer commenced employment on July 1, 2024 (and upon such commencement, our chief financial officer continues to serve as our "principal accounting officer" as used in applicable SEC rules and regulations). This change did not materially affect our internal controls over financial reporting. Taking into account this change, as noted above, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective.
33

PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
We are not aware of any material pending legal proceedings to which we are a party or to which our properties are the subject.
Item 1A. Risk Factors
There have been no material changes from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on March 6, 2024, with the exception of the risk factor discussed below.
Trading in our shares following the Listing could experience substantial volatility, and the trading price of our Common Stock could decline significantly due to actual or anticipated sales of our shares by our shareholders or other factors, which could have a material adverse effect on us.
Because our Common Stock was not previously listed on any national securities exchange and there was limited ability for our stockholders to liquidate their investments, there may be significant pent-up demand by our stockholders seeking liquidity by selling their Common Stock. Therefore, trading in our shares following the Listing could experience substantial volatility. The trading price of our Common Stock could decline significantly due to the sale of substantial amounts of our Common Stock in the public market by our stockholders, or the perception that such sales could occur, or other factors, which could have a material adverse effect on us.
Furthermore, the U.S. stock markets, including the NYSE, on which we have listed our Common Stock, have experienced significant price and volume fluctuations. As a result, the market price of our Common Stock is likely to be similarly volatile, and investors in our Common Stock may experience a decrease in the value of their shares, including decreases unrelated to our operating performance or prospects. A number of additional factors could negatively affect the price of our Common Stock or result in fluctuations in the price or trading volume of our Common Stock, including the risks listed in the “Risk Factor” section of our Annual Report on Form 10-K for the year ended December 31, 2023. We cannot assure you that the market price of our Common Stock will not fluctuate or decline significantly in the future.
34

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
On May 6, 2024, we granted our new executive vice president and chief investment officer an award of 16,711 shares of restricted Common Stock, which, subject to the executive vice president and chief investment officer's continuous employment through the applicable vesting date, with certain exceptions, will vest on December 31, 2028.
Additionally, on May 6, 2024, we granted our executive vice president and chief investment officer 9,041 time-based restricted shares of Common Stock, or the Time-Based Award, which, subject to the executive vice president and chief investment officer's continuous employment through the applicable vesting dates, with certain exceptions, will vest 25% annually commencing on January 1, 2025. On May 6, 2024, we also granted our new executive vice president and chief investment officer a performance-based award, or the Performance-Based 2024 Award. The Performance-Based 2024 Award will be measured based on our performance over a three-year performance period ending on December 31, 2026. Subject to the executive vice president and chief investment officer's continuous employment through the applicable vesting dates, with certain exceptions, the Performance-Based 2024 Award, if any, will be issued following the performance period end date. The actual value realized by our executive vice president and chief investment officer will depend on the market value of shares of stock or units on the date that the awards vest and the actual number of shares of stock or units that vest.
These awards were granted under and subject to the terms of the A&R Incentive Plan and an award agreement.
The foregoing issuances of these awards were not registered under the Securities Act of 1933, as amended, or the Securities Act, and were issued in reliance on Section 4(a)(2) of the Securities Act as they were issued to a limited number of recipients without a view to distribution and not issued through any general solicitation or advertisement. There were no other sales of unregistered securities during the three months ended June 30, 2024.
During the three months ended June 30, 2024, we fulfilled the following repurchase requests after giving effect to the Reverse Stock Split:
Period Total Number of
Shares Repurchased
Average
Price Paid per
Share
Total Number
of Shares Purchased
as Part of Publicly
Announced Plans
and Programs
Approximate Dollar Value
of Shares Available
 that may yet
be Repurchased under the
Program
April 1, 2024 - April 30, 2024(1)
139,569  $ 29.92  —  $ — 
May 1, 2024 - May 31, 2024(2)
660  $ 29.92  —  $ — 
June 1, 2024 - June 30, 2024 —  $ —  —  $ — 
Total 140,229  — 
(1)Consists of 21,267 shares of Common Stock repurchased to cover payment of withholding taxes in connection with the vesting of restricted stock and 118,302 shares of Common Stock repurchased pursuant to the SRP.
(2)Consists of Common Stock repurchased pursuant to the SRP.
During the three months ended June 30, 2024, we repurchased $4,196,000 in value of shares of Common Stock, comprised of Common Stock previously classified as Class A shares, Class I shares and Class T shares.
In light of the Company’s intention to pursue the Listing, on April 5, 2024, the Board approved the suspension of the SRP, effective immediately, and the termination of the SRP, effective upon the Listing. The Company honored SRP submissions that met the eligibility requirements and were deemed to be in good order through the end of the first quarter ended March 31, 2024. Any share repurchase requests received after March 31, 2024, or those deemed to be not in good order, were not processed and considered canceled in full.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
35

Item 5. Other Information.
Insider trading arrangements and policies. During the three months ended June 30, 2024, none of the Company’s officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K.
36

Item 6. Exhibits.
Exhibit
No:
 
3.1
3.1.1
3.1.2
3.1.3*
3.1.4*
3.2
10.1*†
10.2*†
10.3*†
31.1*
31.2*
32.1**
32.2**
101.INS*
XBRL Instance Document.
101.SCH*
Inline XBRL Taxonomy Extension Schema Document.
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104* Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101).
* Filed herewith.
** Furnished herewith in accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act, except to the extent that the registrant specifically incorporates it by reference.
Management contract or compensatory plan.



SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SILA REALTY TRUST, INC.
(Registrant)
Date: August 7, 2024 By: /s/    MICHAEL A. SETON
Michael A. Seton
Chief Executive Officer
(Principal Executive Officer)
Date: August 7, 2024 By: /s/    KAY C. NEELY
Kay C. Neely
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

EX-3.1 3 2 exhibit313-articlessupplem.htm EX-3.1 3 Document
EXHIBIT 3.1.3

SILA REALTY TRUST, INC.
ARTICLES SUPPLEMENTARY
Sila Realty Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: Under a power contained in Article V of the charter of the Corporation (the “Charter”), the Board of Directors of the Corporation (the “Board”), by duly adopted resolutions, reclassified 175,000,000 authorized but unissued shares of Class T Common Stock, $0.01 par value per share, 75,000,000 authorized but unissued shares of Class I Common Stock, $0.01 par value per share, and 75,000,000 authorized but unissued shares of Class T2 Common Stock, $0.01 par value per share, of the Company as additional shares (collectively, the “Additional Class A Common Shares”) of Class A Common Stock, $0.01 par value per share, of the Corporation (the “Class A Common Stock”), having the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption set forth in the Charter.
SECOND: The Additional Class A Common Shares have been classified and designated by the Board under the authority contained in the Charter. After giving effect to the classification of the Additional Class A Common Shares set forth herein, the total number of shares of Class A Common Stock that the Corporation has authority to issue is 510,000,000.
THIRD: These Articles Supplementary have been approved by the Board in the manner and by the vote required by law.
FOURTH: These Articles Supplementary shall become effective at 9:31 a.m. Eastern Time, on June 13, 2024.
FIFTH: The undersigned acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.


[The remainder of this page has been left blank intentionally.]




IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its Chief Executive Officer and President and attested to by its Chief Financial Officer, Executive Vice President, Treasurer and Secretary on this on this 11th day of June, 2024.
ATTEST: SILA REALTY TRUST, INC.
By: /s/ Kay C. Neely By: /s/ Michael A. Seton
Name: Kay C. Neely Name: Michael A. Seton
Title: Chief Financial Officer, Executive Vice President, Treasurer and Secretary Title: Chief Executive Officer and President





























[Signature Page to Articles Supplementary]
EX-3.1 4 3 exhibit314-articlesofamend.htm EX-3.1 4 Document
EXHIBIT 3.1.4


 
 
SILA REALTY TRUST, INC.
 
ARTICLES OF AMENDMENT
 
Sila Realty Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The charter of the Corporation (the “Charter”) is hereby amended, effective at 9:32 a.m. Eastern Time, on June 13, 2024 (the “Effective Time”), to change, at the Effective Time, the name and designation of the Company’s Class A Common Stock, $0.01 par value per share, to Common Stock, $0.01 par value per share. All references in the Charter to “Class A Common Stock” or “Class A Shares” are hereby changed at the Effective Time to “Common Stock.”
SECOND: The amendments to the Charter as set forth above have been duly advised and approved by at least a majority of the entire Board of Directors as required by the Maryland General Corporation Law. The amendments to the Charter set forth herein are limited to changes expressly authorized by Section 2-605(a)(2) of the Maryland General Corporation Law to be made without action by the stockholders of the Corporation.
THIRD: There has been no increase in the authorized shares of stock of the Corporation effected by the amendments to the Charter as set forth above.
FOURTH: These Articles of Amendment shall become effective at the Effective Time.
FIFTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his or her knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
 
  





IN WITNESS WHEREOF, the Company has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and President and attested to by its Chief Financial Officer, Executive Vice President, Treasurer and Secretary on this 11th day of June, 2024.

ATTEST: SILA REALTY TRUST, INC.
By: /s/ Kay C. Neely By: /s/ Michael A. Seton
Name: Kay C. Neely Name: Michael A. Seton
Title: Chief Financial Officer, Executive Vice President, Treasurer and Secretary Title: Chief Executive Officer and President
 

 
 

EX-10.1 4 exhibit101formofrestricted.htm EX-10.1 Document
Exhibit 10.1


SILA REALTY TRUST, INC.
RESTRICTED STOCK AWARD AGREEMENT 
Name of Recipient:  
Number of Award Shares:
Award Date:  
 
 
 
THIS AGREEMENT (the “Agreement”) is made and entered into as of the date set forth above (the “Award Date”), by and between Sila Realty Trust, Inc. (the “Company”), a Maryland corporation formerly known as Carter Validus Mission Critical REIT II, Inc., and the individual Recipient noted above (the “Recipient”). Unless otherwise indicated, all capitalized terms used in this Agreement are defined in the Plan as of the Award Date or in the “Definitions” section of EXHIBIT A. EXHIBIT A is incorporated by reference and is included in the definition of “Agreement.”
W I T N E S S E T H:
WHEREAS, the Company has adopted the Carter Validus Mission Critical REIT II, Inc. Amended and Restated 2014 Restricted Share Plan (the “Plan”); and
WHEREAS, Recipient has been determined to be a named executive officer of the Company; and
WHEREAS, the Board of Directors of the Company (the “Board”) or a committee thereof has authorized the grant under the Plan to Recipient of a restricted stock award of common stock of the Company (“Common Stock”), and the Company and Recipient wish to confirm herein the terms, conditions, and restrictions of the restricted stock award; and
NOW, THEREFORE, in consideration of the premises, the mutual covenants contained herein, and other good and valuable consideration, the parties hereto agree as follows:
 
1 AWARD OF SHARES 
1.1 Award of Shares. Subject to the terms, restrictions, limitations, and conditions stated herein and in the Plan, the Company hereby awards to Recipient the number of shares of Common Stock (the “Award Shares”) noted above. By the execution of this Agreement, the Recipient hereby accepts the Award Shares subject to all terms and provisions of this Agreement and the Plan, which is incorporated herein by this reference.
1.2 Vesting of Award Shares. Recipient shall become vested in a percentage of the Award Shares shown below, subject (except as provided otherwise in this Section 1.2) to the Continuous Service of the Recipient from the Award Date of the Award Shares through the specified vesting date:
 
Vesting Schedule:
Percentage Vested: Vesting Date:
25%
25%
25%
25%
1st anniversary of Award Date
2nd anniversary of Award Date
3rd anniversary of Award Date





4th anniversary of Award Date If the above calculation of vested Shares would result in a fraction, any fraction will be rounded to zero. Except as otherwise provided in the Recipient’s employment agreement or offer letter or any severance plan in which the Recipient is a participant at the time of termination, upon the cessation of the Recipient’s Continuous Service prior to the Vesting Date, the Award Shares shall automatically be forfeited; provided, that if a Change of Control of the Company occurs while the Recipient is performing Continuous Service with the Company and the Award Shares are not assumed in connection with the Change of Control, then the Recipient shall nonetheless immediately, as of the date of such Change of Control, become fully (100%) vested in the Award Shares. Notwithstanding the foregoing, the Committee may, in its sole discretion, accelerate the vesting of the Award Shares in whole or in part. In addition, the Award Shares shall become fully (100%) vested in the event the Recipient terminates employment due to death or Disability. The Award Shares which have become vested pursuant to the vesting schedule or by virtue of such acceleration are herein referred to as the “Vested Award Shares” and all Award Shares which are not Vested Award Shares are sometimes herein referred to as the “Unvested Award Shares.”
1.3 Forfeiture of Award Shares. Except as otherwise set forth in this Award Agreement, in the event the Recipient terminates Service with the Company prior to the expiration of the applicable vesting schedule in Section 1.2, Recipient’s Award Shares which remain subject to forfeiture will be automatically forfeited immediately upon a termination of Service. As used herein, the term “Service” shall mean Recipient’s performance of services for the Company (or any direct or indirect subsidiary of the Company) in the capacity of employee, non-employee director or consultant.
1.4    Rights as Stockholder; Dividend & Voting Rights. Recipient shall be entitled to any cash distributions or dividends paid or declared on Vested and Unvested Award Shares for which the record date is on or after the date such Award Shares have been issued in the Recipient’s name; provided, however, any dividends paid in the form of common stock of the Company shall be considered Award Shares and shall be subject to all terms and provisions of this Agreement as the underlying Award Shares. Recipient shall have all voting rights applicable for all Award Shares for which the record date is on or after the date such Award Shares have been issued in the Recipient’s name. Recipient shall have no rights whatsoever (dividend, voting or otherwise) with respect to Award Shares which have been forfeited under Section 1.3.
1.5 Withholding on Award Shares. If the Recipient is an employee of the Company or a direct or indirect subsidiary of the Company, Recipient hereby agrees that, in consideration for the grant of the Award Shares, the following federal and state income tax withholding provisions shall apply:
(a) Return of Vested Award Shares upon Substantial Vesting Event. Upon the Award Shares becoming “substantially vested” within the meaning of Code §83, unless the Recipient makes an election described in Section 1.5(b) below, the Company shall withhold from the Recipient 40% (in whole shares) from the Vested Award Shares to satisfy the withholding tax obligations imposed on the Company by reason of the vesting of the Award Shares, but not less than the number of whole shares required to satisfy the Company’s minimum tax withholding obligations.
(b) Direct Payment on or prior to Substantial Vesting Event. The Recipient may, on or before the date on which any Award Shares become “substantially vested” within the meaning of Code §83, deliver to the Company cash and/or a check payable to the Company in the amount of all withholding obligations (whether federal, state or local) imposed on the Company by reason of the substantial vesting of such Award Shares. For the avoidance of doubt, the vesting of the Award Shares under Section 1.2 shall be “substantial vesting” within the meaning of Code §83. Such election shall be made by completing the election form at Exhibit B attached. If the Recipient fails to timely make an election with respect to the vesting of any Award Shares, then the share withholding method specified in Section 1.5(a) shall automatically apply.
1.6 Investment Representations. Recipient hereby represents, warrants, covenants, and agrees with the Company as follows:
(a) The Award Shares being acquired by Recipient will be acquired for Recipient’s own account without the participation of any other person, with the intent of holding the Award Shares for investment and without the intent of participating, directly or indirectly, in a distribution of the Award Shares and not with a view to, or for resale in connection with, any distribution of the Award Shares, nor is Recipient aware of the existence of any distribution of the Award Shares;
 
(b) Recipient is not acquiring the Award Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Award Shares but rather upon an independent examination and judgment as to the prospects of the Company;
2


(c) The Award Shares were not offered to Recipient by means of publicly disseminated advertisements or sales literature, nor is the Recipient aware of any offers made to other persons by such means;
(d) Recipient is able to bear the economic risks of the investment in the Award Shares, including the risk of a complete loss of Recipient’s investment therein;
(e) Recipient understands that the Award Shares will be issued to Recipient under a registration statement on SEC Form S-8 and is subject to the conditions of such registration and, if the Recipient is deemed to be an “affiliate” of the Company, any resale of the Award Shares by the Recipient will be subject to the limitations of Rule 144 promulgated under the Securities Act of 1933 (the “1933 Act”),
(f) Recipient has such knowledge and experience in financial and business matters that Recipient is capable of evaluating the merits and risks of acquiring the Award Shares hereunder and Recipient is able to bear the economic risk of such acquisition; and
(g) The agreements, representations, warranties, and covenants made by Recipient herein extend to and apply to all of the Award Shares of the Company issued to Recipient pursuant to this restricted stock award. Acceptance by Recipient of such Award Shares shall constitute a confirmation by Recipient that all such agreements, representations, warranties, and covenants made herein shall be true and correct at that time.

2 RESTRICTIONS & FORFEITURE OF AWARD SHARES 
2.1 Restrictions on Unvested Award Shares. None of the Unvested Award Shares may be conveyed, pledged, assigned, transferred, hypothecated, encumbered, or otherwise disposed of by Recipient, except as provided in Section 2.2 below or as otherwise authorized by the Committee in writing, and any attempt to do so with respect to Unvested Award Shares shall be null and void ab initio. Upon a transfer of the Unvested Award Shares, the transferee shall be subject to all provisions of this Restricted Stock Agreement. If Unvested Award Shares are transferred pursuant to the preceding sentence, the Recipient must notify the Committee at least thirty (30) days prior to such transfer, and the Committee may require that the transferee thereof execute and deliver to the Company such documents and agreements as the Company shall reasonably require to evidence the fact that the Award Shares to be owned, either directly or beneficially, by such transferee shall continue to be subject to all the restrictions set forth in this Agreement and all applicable rights in favor of the Company set forth elsewhere herein, and that such transferee is subject to and bound by such restrictions and provisions. The restrictions of this Section 2.1 shall not apply to Vested Award Shares.
2.2 Restrictions on Transfer of Award Shares. Award Shares shall be subject to the following transfer restrictions:
(a) General Rule. None of the Award Shares may be conveyed, pledged, assigned, transferred, hypothecated, encumbered, or otherwise disposed of by Recipient, or if the Award Shares are held or owned of record by a transferee, by such transferee, (either being referred to herein as the “Holder”), except as expressly provided in subsections (b) or (c) below.
(b) Company Permitted Transfers. The Committee may, but shall not be obligated to, approve the transfer of any or all of the Award Shares that would be permissible under the Company’s Form S-8 registration statement with respect to such Award Shares upon the condition that the transferee thereof execute and deliver to the Company such documents and agreements as the Company shall require to evidence the fact that the Award Shares to be owned, either directly or beneficially, by such transferee shall continue to be subject to all the restrictions set forth in this Agreement and all applicable rights in favor of the Company set forth herein, and that such transferee is subject to and bound by such restrictions and provisions.
(c) Transfers upon Death. The Award Shares shall be transferred on death of the Holder by bequest or by operation of the laws of descent and distribution. Transfer may also be made in accordance with arrangements the Committee may establish from time to time with the third-party administrator of the Plan, if any, for account designation of beneficiaries.
 
2.3 Market-Stand-Off Agreement. Recipient agrees that, if requested by the Company and its underwriters, Recipient will enter into a lock-up or similar agreement not to sell or offer to sell any securities of the Company during the 180-day period following the effective date of a registration statement of the Company filed under the 1933 Act provided that such agreement only applies to the first such registration statement of the Company which includes securities to be sold on the Company’s behalf to the public in an underwritten offering.
 
3


3 GENERAL PROVISIONS 
3.1 Governing Laws. This Agreement shall be construed, administered and enforced according to the laws of the State of Maryland; provided, however, no Award Shares shall be issued except, in the reasonable judgment of the Board, in compliance with exemptions under applicable state securities laws of the state in which Recipient resides, and/or any other applicable securities laws.
3.2 Successors. This Agreement shall be binding upon and inure to the benefit of the heirs, legal representatives, successors, and permitted assigns of the parties.
3.3 Notice. Except as otherwise specified herein, all notices and other communications under this Agreement shall be in writing and shall be deemed to have been given if personally delivered or if sent by registered or certified United States mail, return receipt requested, postage prepaid, addressed to the proposed recipient at the last known address of the recipient. Any party may designate any other address to which notices shall be sent by giving notice of the address to the other parties in the same manner as provided herein.
3.4 Severability. In the event that any one or more of the provisions or portion thereof contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of this Agreement, and this Agreement shall be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained herein.
3.5 Entire Agreement. Subject to the terms and conditions of the Plan, this Agreement expresses the entire understanding and agreement of the parties with respect to the subject matter. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.
3.6 Violation. Any transfer, pledge, sale, assignment, or hypothecation of the Award Shares or any portion thereof shall be a violation of the terms of this Agreement and shall be null, void and without effect ab initio.
 
3.7 Headings. Paragraph headings used herein are for convenience of reference only and shall not be considered in construing this Agreement.
3.8 Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the party or parties who are thereby aggrieved shall have the right to specific performance and injunction in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.
3.9 No Employment Rights Created. Neither the establishment of the Plan nor the award of Award Shares hereunder shall be construed as giving Recipient the right to continued employment with the Company.
3.10 Capitalized Terms. All capitalized terms used in this Agreement shall have the meanings given to them herein or in the Plan.
3.11 No Disclosure Duty. The Recipient and the Company acknowledge and agree that the Company and its directors, officers or employees shall have no duty or obligation to disclose to the Recipient any material information regarding the business of the Company or affecting the value of the Award Shares.
3.12 Tax Consequences. RECIPIENT REPRESENTS THAT RECIPIENT HAS BEEN ADVISED BY THE COMPANY TO CONSULT WITH, AND HAS FULLY CONSULTED WITH, RECIPIENT’S OWN TAX CONSULTANTS REGARDING HIS OR HER TAX CONSEQUENCES WITH RESPECT TO THE AWARD SHARES, INCLUDING MAKING A CODE §83(B) ELECTION WITH RESPECT TO THE AWARD SHARES, AND THE RESULTING IMPACT ON RECIPIENT’S PERSONAL TAX SITUATION, PRIOR TO ENTERING INTO THIS AGREEMENT AND THAT RECIPIENT IS RESPONSIBLE FOR HIS OR HER OWN PERSONAL TAX MATTERS AND IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE. RECIPIENT UNDERSTANDS THAT RECIPIENT MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF RECIPIENT’S RECEIPT AND DISPOSITION OF THE SHARES. RECIPIENT UNDERSTANDS THAT RECIPIENT SHALL BE SUBJECT TO THE WITHHOLDING PROVISIONS OF SECTION 1.5 HEREIN.
4



[Signature Page Follows]

5



IN WITNESS WHEREOF, the parties have executed and sealed this Agreement on the day and year first set forth above.
 
COMPANY:     RECIPIENT:  
SILA REALTY TRUST, INC.:      
     
By:
 
 
     

Its:
 

 
     

6


EXHIBIT A
DEFINITIONS 
A. Agreement shall mean this Restricted Stock Agreement.
B. Award Shares shall mean the shares of common stock of the Company which are awarded to the Recipient subject to the terms and conditions of this Agreement.
C. Code shall mean the Internal Revenue Code of 1986, as amended from time to time.
D. Common Stock shall mean the common stock of the Company.
E. Company shall mean Sila Realty Trust, Inc., and any successor thereto.
F. Committee shall mean the Compensation Committee of the Board of Directors.
G. Disability shall mean a physical or mental impairment that substantially limits one or more major life activities and prevents the Recipient from performing his or her duties for the Company.
H. Plan shall mean the Carter Validus Mission Critical REIT II, Inc. Amended and Restated 2014 Restricted Share Plan.
H. Recipient shall mean the individual shown on this Agreement as the Recipient.
I. Unvested Award Shares shall mean the Award Shares which have not become vested pursuant to the Vesting Schedule or otherwise.
J. Vested Award Shares shall mean the Award Shares which have become vested pursuant to the Vesting Schedule or otherwise.
 

7


EXHIBIT B
WITHHOLDING ELECTION
TO:   Sila Realty Trust, Inc.
RE:   Withholding Election
This election relates to the number of shares of common stock of the Company which will vest on the date noted below (the “Vesting Shares”):
Number of Vesting Shares:
Date of Vesting:
 
Restricted Stock Agreement:
 
Restricted Stock Agreement between the Recipient (designated below) and Sila Realty Trust, Inc. (the “Company”).
Date of Agreement: 
Total Number of Restricted Shares subject to Restricted Stock Agreement:  
 
I, the undersigned Recipient, hereby certify that:
-My correct name and my current address are set forth at the end of this document.
-I have read and understand the Restricted Stock Agreement and understand that in the absence of an election, tax withholding obligations regarding the Vested Shares subject to the Restricted Stock Agreement will be satisfied by the Company withholding 40% of the number of whole Vested Shares, but not less than the number of whole shares required to satisfy the Company’s minimum tax withholding obligations.
-I do hereby elect to pay to the Company the entire amount of all withholding or other tax obligations (whether federal, state or local) imposed on the Company by reason of the substantial vesting of the Vesting Shares (the “Withholding Obligations”) by cash or by check on or before the Date of Vesting.
 
-I understand that capitalized terms used in this Withholding Election without definition herein shall have the meanings given to them in the Restricted Stock Agreement and in the Plan.
 
    RECIPIENT:  
Dated this day of , 20      
Recipient’s Address:
     
      Printed Name:    
     
       
 
Withholding Election Form
8
EX-10.2 5 exhibit102formofrestricted.htm EX-10.2 Document
Exhibit 10.2


SILA REALTY TRUST, INC.
RESTRICTED STOCK AWARD AGREEMENT 
Name of Recipient:  
Number of Award Shares:
Award Date:  
 

 
THIS AGREEMENT (the “Agreement”) is made and entered into as of the date set forth above (the “Award Date”), by and between Sila Realty Trust, Inc. (the “Company”), a Maryland corporation formerly known as Carter Validus Mission Critical REIT II, Inc., and the individual Recipient noted above (the “Recipient”). Unless otherwise indicated, all capitalized terms used in this Agreement are defined in the Plan as of the Award Date or in the “Definitions” section of EXHIBIT A. EXHIBIT A is incorporated by reference and is included in the definition of “Agreement.”
W I T N E S S E T H:
WHEREAS, the Company has adopted the Carter Validus Mission Critical REIT II, Inc. Amended and Restated 2014 Restricted Share Plan (the “Plan”); and
WHEREAS, Recipient is a member of the Board of Directors of the Company (the “Board”); and
WHEREAS, the Board or a committee thereof has authorized the grant under the Plan to Recipient of a restricted stock award of common stock of the Company (“Common Stock”), and the Company and Recipient wish to confirm herein the terms, conditions, and restrictions of the restricted stock award; and
NOW, THEREFORE, in consideration of the premises, the mutual covenants contained herein, and other good and valuable consideration, the parties hereto agree as follows:
 
1 AWARD OF SHARES 
1.1 Award of Shares. Subject to the terms, restrictions, limitations, and conditions stated herein and in the Plan, the Company hereby awards to Recipient the number of shares of Common Stock (the “Award Shares”) noted above. By the execution of this Agreement, the Recipient hereby accepts the Award Shares subject to all terms and provisions of this Agreement and the Plan, which is incorporated herein by this reference.
1.2 Vesting of Award Shares. Recipient shall become vested in the Award Shares at the completion of the term for which the Recipient was elected to the Board that includes the Award Date, conditioned on the Continuous Service of the Recipient from the Award Date through the completion of such Board term (except as provided otherwise in this Section 1.2) (the “Vesting Date”).

In the event that the Recipient ceases to be a member of the Board prior to the the Vesting Date, the unvested Award Shares shall automatically be forfeited; provided, that if a Change of Control of the Company occurs while the Recipient is a member of the Board, and the Award Shares are not assumed in connection with the Change of Control, then the Recipient shall nonetheless immediately, as of the date of such Change of Control, become fully (100%) vested in the Award Shares. Notwithstanding the foregoing, the Committee may, in its sole discretion, accelerate the vesting of the Award Shares in whole or in part. In addition, the Award Shares shall become fully (100%) vested in the event the Recipient ceases to be a member of the Board due to death or Disability. The Award Shares which have become vested pursuant to the vesting schedule or by virtue of such acceleration are herein referred to as the “Vested Award Shares” and all Award Shares which are not Vested Award Shares are sometimes herein referred to as the “Unvested Award Shares.”



1.3 Forfeiture of Award Shares. Except as otherwise set forth in this Award Agreement, in the event the Recipient’s Service as a member of the Board prior to the expiration of the applicable vesting schedule in Section 1.2, Recipient’s Award Shares which remain subject to forfeiture will be automatically forfeited immediately upon such cessation. As used herein, the term “Service” shall mean Recipient’s service as a member of the Board (or any direct or indirect subsidiary of the Company) in the capacity as employee, non-employee director or consultant.
1.4    Rights as Stockholder; Dividend & Voting Rights. Recipient shall be entitled to any cash distributions or dividends paid or declared on Vested and Unvested Award Shares for which the record date is on or after the date such Award Shares have been issued in the Recipient’s name; provided, however, any dividends paid in the form of common stock of the Company shall be considered Award Shares and shall be subject to all terms and provisions of this Agreement as the underlying Award Shares. Recipient shall have all voting rights applicable for all Award Shares for which the record date is on or after the date such Award Shares have been issued in the Recipient’s name. Recipient shall have no rights whatsoever (dividend, voting or otherwise) with respect to Award Shares which have been forfeited under Section 1.3.
1.5 Withholding on Award Shares. In the event that the compensation realized by the Recipient under the Award Shares becomes subject to withholding taxes, Recipient hereby agrees that, in consideration for the grant of the Award Shares, the Company will be entitled to satisfy its federal and state income tax withholding obligations by withholding from the Vested Shares the number of shares with a value equal to the Company’s withholding obligations.
1.6 Investment Representations. Recipient hereby represents, warrants, covenants, and agrees with the Company as follows:
(a) The Award Shares being acquired by Recipient will be acquired for Recipient’s own account without the participation of any other person, with the intent of holding the Award Shares for investment and without the intent of participating, directly or indirectly, in a distribution of the Award Shares and not with a view to, or for resale in connection with, any distribution of the Award Shares, nor is Recipient aware of the existence of any distribution of the Award Shares;
 
(b) Recipient is not acquiring the Award Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Award Shares but rather upon an independent examination and judgment as to the prospects of the Company;
(c) The Award Shares were not offered to Recipient by means of publicly disseminated advertisements or sales literature, nor is the Recipient aware of any offers made to other persons by such means;
(d) Recipient is able to bear the economic risks of the investment in the Award Shares, including the risk of a complete loss of Recipient’s investment therein;
(e) Recipient understands that the Award Shares will be issued to Recipient under a registration statement on SEC Form S-8 and is subject to the conditions of such registration and, if the Recipient is deemed to be an “affiliate” of the Company, any resale of the Award Shares by the Recipient will be subject to the limitations of Rule 144 promulgated under the Securities Act of 1933 (the “1933 Act”),
(f) Recipient has such knowledge and experience in financial and business matters that Recipient is capable of evaluating the merits and risks of acquiring the Award Shares hereunder and Recipient is able to bear the economic risk of such acquisition; and
(g) The agreements, representations, warranties, and covenants made by Recipient herein extend to and apply to all of the Award Shares of the Company issued to Recipient pursuant to this restricted stock award. Acceptance by Recipient of such Award Shares shall constitute a confirmation by Recipient that all such agreements, representations, warranties, and covenants made herein shall be true and correct at that time.

2 RESTRICTIONS & FORFEITURE OF AWARD SHARES 
2.1 Restrictions on Unvested Award Shares. None of the Unvested Award Shares may be conveyed, pledged, assigned, transferred, hypothecated, encumbered, or otherwise disposed of by Recipient, except as provided in Section 2.2 below or as otherwise authorized by the Committee in writing, and any attempt to do so with respect to Unvested Award Shares shall be null and void ab initio. Upon a transfer of the Unvested Award Shares, the transferee shall be subject to all provisions of this Restricted Stock Agreement. If Unvested Award Shares are transferred pursuant to the preceding sentence, the Recipient must notify the Committee at least thirty (30) days prior to such transfer, and the Committee may require that the transferee thereof execute and deliver to the Company such documents and agreements as the Company shall reasonably require to evidence the fact that the Award Shares to be owned, either directly or beneficially, by such transferee shall continue to be subject to all the restrictions set forth in this Agreement and all applicable rights in favor of the Company set forth elsewhere herein, and that such transferee is subject to and bound by such restrictions and provisions. The restrictions of this Section 2.1 shall not apply to Vested Award Shares.
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2.2 Restrictions on Transfer of Award Shares. Award Shares shall be subject to the following transfer restrictions:
(a) General Rule. None of the Award Shares may be conveyed, pledged, assigned, transferred, hypothecated, encumbered, or otherwise disposed of by Recipient, or if the Award Shares are held or owned of record by a transferee, by such transferee, (either being referred to herein as the “Holder”), except as expressly provided in subsections (b) or (c) below.
(b) Company Permitted Transfers. The Committee may, but shall not be obligated to, approve the transfer of any or all of the Award Shares that would be permissible under the Company’s Form S-8 registration statement with respect to such Award Shares upon the condition that the transferee thereof execute and deliver to the Company such documents and agreements as the Company shall require to evidence the fact that the Award Shares to be owned, either directly or beneficially, by such transferee shall continue to be subject to all the restrictions set forth in this Agreement and all applicable rights in favor of the Company set forth herein, and that such transferee is subject to and bound by such restrictions and provisions.
(c) Transfers upon Death. The Award Shares shall be transferred on death of the Holder by bequest or by operation of the laws of descent and distribution. Transfer may also be made in accordance with arrangements the Committee may establish from time to time with the third-party administrator of the Plan, if any, for account designation of beneficiaries.
 
2.3 Market-Stand-Off Agreement. Recipient agrees that, if requested by the Company and its underwriters, Recipient will enter into a lock-up or similar agreement not to sell or offer to sell any securities of the Company during the 180-day period following the effective date of a registration statement of the Company filed under the 1933 Act provided that such agreement only applies to the first such registration statement of the Company which includes securities to be sold on the Company’s behalf to the public in an underwritten offering.
 
3 GENERAL PROVISIONS 
3.1 Governing Laws. This Agreement shall be construed, administered and enforced according to the laws of the State of Maryland; provided, however, no Award Shares shall be issued except, in the reasonable judgment of the Board, in compliance with exemptions under applicable state securities laws of the state in which Recipient resides, and/or any other applicable securities laws.
3.2 Successors. This Agreement shall be binding upon and inure to the benefit of the heirs, legal representatives, successors, and permitted assigns of the parties.
3.3 Notice. Except as otherwise specified herein, all notices and other communications under this Agreement shall be in writing and shall be deemed to have been given if personally delivered or if sent by registered or certified United States mail, return receipt requested, postage prepaid, addressed to the proposed recipient at the last known address of the recipient. Any party may designate any other address to which notices shall be sent by giving notice of the address to the other parties in the same manner as provided herein.
3.4 Severability. In the event that any one or more of the provisions or portion thereof contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of this Agreement, and this Agreement shall be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained herein.
3.5 Entire Agreement. Subject to the terms and conditions of the Plan, this Agreement expresses the entire understanding and agreement of the parties with respect to the subject matter. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.
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3.6 Violation. Any transfer, pledge, sale, assignment, or hypothecation of the Award Shares or any portion thereof shall be a violation of the terms of this Agreement and shall be null, void and without effect ab initio.
 
3.7 Headings. Paragraph headings used herein are for convenience of reference only and shall not be considered in construing this Agreement.
3.8 Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the party or parties who are thereby aggrieved shall have the right to specific performance and injunction in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.
3.9 No Other Rights Created. Neither the establishment of the Plan nor the award of Award Shares hereunder shall be construed as giving Recipient the right to continued Board membership or any other continued Service with the Company.
3.10 Capitalized Terms. All capitalized terms used in this Agreement shall have the meanings given to them herein or in the Plan.
3.11 No Disclosure Duty. The Recipient and the Company acknowledge and agree that the Company and its directors, officers or employees shall have no duty or obligation to disclose to the Recipient any material information regarding the business of the Company or affecting the value of the Award Shares.
3.12 Tax Consequences. RECIPIENT REPRESENTS THAT RECIPIENT HAS BEEN ADVISED BY THE COMPANY TO CONSULT WITH, AND HAS FULLY CONSULTED WITH, RECIPIENT’S OWN TAX CONSULTANTS REGARDING HIS OR HER TAX CONSEQUENCES WITH RESPECT TO THE AWARD SHARES, INCLUDING MAKING A CODE §83(B) ELECTION WITH RESPECT TO THE AWARD SHARES, AND THE RESULTING IMPACT ON RECIPIENT’S PERSONAL TAX SITUATION, PRIOR TO ENTERING INTO THIS AGREEMENT AND THAT RECIPIENT IS RESPONSIBLE FOR HIS OR HER OWN PERSONAL TAX MATTERS AND IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE. RECIPIENT UNDERSTANDS THAT RECIPIENT MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF RECIPIENT’S RECEIPT AND DISPOSITION OF THE SHARES. RECIPIENT UNDERSTANDS THAT RECIPIENT SHALL BE SUBJECT TO THE WITHHOLDING PROVISIONS OF SECTION 1.5 HEREIN.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have executed and sealed this Agreement on the day and year first set forth above.
 
COMPANY:     RECIPIENT:  
SILA REALTY TRUST, INC.:      
     
By:
 
 
     

Its:
 

 
     

5


EXHIBIT A
DEFINITIONS 
A. Agreement shall mean this Restricted Stock Agreement.
B. Award Shares shall mean the shares of common stock of the Company which are awarded to the Recipient subject to the terms and conditions of this Agreement.
C. Code shall mean the Internal Revenue Code of 1986, as amended from time to time.
D. Common Stock shall mean the common stock of the Company.
E. Company shall mean Sila Realty Trust, Inc., and any successor thereto.
F. Committee shall mean the Compensation Committee of the Board of Directors.
G. Disability shall mean a physical or mental impairment that substantially limits one or more major life activities and prevents the Recipient from performing his or her duties for the Company.
H. Plan shall mean the Carter Validus Mission Critical REIT II, Inc. Amended and Restated 2014 Restricted Share Plan.
H. Recipient shall mean the individual shown on this Agreement as the Recipient.
I. Unvested Award Shares shall mean the Award Shares which have not become vested pursuant to the Vesting Schedule or otherwise.
J. Vested Award Shares shall mean the Award Shares which have become vested pursuant to the Vesting Schedule or otherwise.
 
6
EX-10.3 6 exhibit103formofrestricted.htm EX-10.3 Document
Exhibit 10.3


SILA REALTY TRUST, INC.
RESTRICTED STOCK AWARD AGREEMENT 
Name of Recipient:  
Number of Award Shares:
Award Date:  
 
 
 
THIS AGREEMENT (the “Agreement”) is made and entered into as of the date set forth above (the “Award Date”), by and between Sila Realty Trust, Inc. (the “Company”), a Maryland corporation formerly known as Carter Validus Mission Critical REIT II, Inc., and the individual Recipient noted above (the “Recipient”). Unless otherwise indicated, all capitalized terms used in this Agreement are defined in the Plan as of the Award Date or in the “Definitions” section of EXHIBIT A. EXHIBIT A is incorporated by reference and is included in the definition of “Agreement.”
W I T N E S S E T H:
WHEREAS, the Company has adopted the Carter Validus Mission Critical REIT II, Inc. Amended and Restated 2014 Restricted Share Plan (the “Plan”); and
WHEREAS, the Board of Directors of the Company (the “Board”) or a committee thereof has authorized the grant under the Plan to Recipient of a restricted stock award of common stock of the Company (“Common Stock”), and the Company and Recipient wish to confirm herein the terms, conditions, and restrictions of the restricted stock award; and
NOW, THEREFORE, in consideration of the premises, the mutual covenants contained herein, and other good and valuable consideration, the parties hereto agree as follows: and
 
1 AWARD OF SHARES 
1.1 Award of Shares. Subject to the terms, restrictions, limitations, and conditions stated herein and in the Plan, the Company hereby awards to Recipient the number of shares of Common Stock (the “Award Shares”) noted above. By the execution of this Agreement, the Recipient hereby accepts the Award Shares subject to all terms and provisions of this Agreement and the Plan, which is incorporated herein by this reference.
1.2 Vesting of Award Shares. Recipient shall become vested in a percentage of the Award Shares shown below, subject (except as provided otherwise in this Section 1.2) to the Continuous Service of the Recipient from the Award Date of the Award Shares through the specified vesting date:
 
Vesting Schedule:
Percentage Vested: Vesting Date:
25%
25%
25%
25%
1st anniversary of Award Date
2nd anniversary of Award Date
3rd anniversary of Award Date





4th anniversary of Award Date If the above calculation of vested Shares would result in a fraction, any fraction will be rounded to zero. Except as otherwise provided in the Recipient’s employment agreement or offer letter or any severance plan in which the Recipient is a participant at the time of termination, upon the cessation of the Recipient’s Continuous Service prior to the Vesting Date, the Award Shares shall automatically be forfeited; provided, that if a Change of Control of the Company occurs while the Recipient is performing Continuous Service with the Company and the Award Shares are not assumed in connection with the Change of Control, then the Recipient shall nonetheless immediately, as of the date of such Change of Control, become fully (100%) vested in the Award Shares. Notwithstanding the foregoing, the Company’s Chief Executive Officer may, in his or her sole discretion, accelerate the vesting of the Award Shares in whole or in part. In addition, the Award Shares shall become fully (100%) vested in the event the Recipient terminates employment due to death or Disability. The Award Shares which have become vested pursuant to the vesting schedule or by virtue of such acceleration are herein referred to as the “Vested Award Shares” and all Award Shares which are not Vested Award Shares are sometimes herein referred to as the “Unvested Award Shares.”
1.3 Forfeiture of Award Shares. Except as otherwise set forth in this Award Agreement, in the event the Recipient terminates Service with the Company prior to the expiration of the applicable vesting schedule in Section 1.2, Recipient’s Award Shares which remain subject to forfeiture will be automatically forfeited immediately upon a termination of Service. As used herein, the term “Service” shall mean Recipient’s performance of services for the Company (or any direct or indirect subsidiary of the Company) in the capacity of employee, non-employee director or consultant.
1.4    Rights as Stockholder; Dividend & Voting Rights. Recipient shall be entitled to any cash distributions or dividends paid or declared on Vested and Unvested Award Shares for which the record date is on or after the date such Award Shares have been issued in the Recipient’s name; provided, however, any dividends paid in the form of common stock of the Company shall be considered Award Shares and shall be subject to all terms and provisions of this Agreement as the underlying Award Shares. Recipient shall have all voting rights applicable for all Vested Award Shares for which the record date is on or after the date such Award Shares have been issued in the Recipient’s name. With respect to Unvested Award Shares, the Recipient does hereby and irrevocably assign the Recipient’s right to vote such shares to the Chief Executive Officer of the Company in all matters, with full voting discretion. Recipient shall have no rights whatsoever (dividend, voting or otherwise) with respect to Award Shares which have been forfeited under Section 1.3.
1.5 Withholding on Award Shares. If the Recipient is an employee of the Company or a direct or indirect subsidiary of the Company, Recipient hereby agrees that, in consideration for the grant of the Award Shares, the following federal and state income tax withholding provisions shall apply:
(a) Return of Vested Award Shares upon Substantial Vesting Event. Upon the Award Shares becoming “substantially vested” within the meaning of Code §83, unless the Recipient makes an election described in Section 1.5(b) below, the Company shall withhold from the Recipient 40% (in whole shares) from the Vested Award Shares to satisfy the withholding tax obligations imposed on the Company by reason of the vesting of the Award Shares, but not less than the number of whole shares required to satisfy the Company’s minimum tax withholding obligations.
(b) Direct Payment on or prior to Substantial Vesting Event. The Recipient may, on or before the date on which any Award Shares become “substantially vested” within the meaning of Code §83, deliver to the Company cash and/or a check payable to the Company in the amount of all withholding obligations (whether federal, state or local) imposed on the Company by reason of the substantial vesting of such Award Shares. For the avoidance of doubt, the vesting of the Award Shares under Section 1.2 shall be “substantial vesting” within the meaning of Code §83. Such election shall be made by completing the election form at Exhibit B attached. If the Recipient fails to timely make an election with respect to the vesting of any Award Shares, then the share withholding method specified in Section 1.5(a) shall automatically apply.
1.6 Investment Representations. Recipient hereby represents, warrants, covenants, and agrees with the Company as follows:
(a) The Award Shares being acquired by Recipient will be acquired for Recipient’s own account without the participation of any other person, with the intent of holding the Award Shares for investment and without the intent of participating, directly or indirectly, in a distribution of the Award Shares and not with a view to, or for resale in connection with, any distribution of the Award Shares, nor is Recipient aware of the existence of any distribution of the Award Shares;
 
2


(b) Recipient is not acquiring the Award Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Award Shares but rather upon an independent examination and judgment as to the prospects of the Company;
(c) The Award Shares were not offered to Recipient by means of publicly disseminated advertisements or sales literature, nor is the Recipient aware of any offers made to other persons by such means;
(d) Recipient is able to bear the economic risks of the investment in the Award Shares, including the risk of a complete loss of Recipient’s investment therein;
(e) Recipient understands that the Award Shares will be issued to Recipient under a registration statement on SEC Form S-8 and is subject to the conditions of such registration and, if the Recipient is deemed to be an “affiliate” of the Company, any resale of the Award Shares by the Recipient will be subject to the limitations of Rule 144 promulgated under the Securities Act of 1933 (the “1933 Act”),
(f) Recipient has such knowledge and experience in financial and business matters that Recipient is capable of evaluating the merits and risks of acquiring the Award Shares hereunder and Recipient is able to bear the economic risk of such acquisition; and
(g) The agreements, representations, warranties, and covenants made by Recipient herein extend to and apply to all of the Award Shares of the Company issued to Recipient pursuant to this restricted stock award. Acceptance by Recipient of such Award Shares shall constitute a confirmation by Recipient that all such agreements, representations, warranties, and covenants made herein shall be true and correct at that time.

2 RESTRICTIONS & FORFEITURE OF AWARD SHARES 
2.1 Restrictions on Unvested Award Shares. None of the Unvested Award Shares may be conveyed, pledged, assigned, transferred, hypothecated, encumbered, or otherwise disposed of by Recipient, except as provided in Section 2.2 below or as otherwise authorized by the Committee in writing, and any attempt to do so with respect to Unvested Award Shares shall be null and void ab initio. Upon a transfer of the Unvested Award Shares, the transferee shall be subject to all provisions of this Restricted Stock Agreement. If Unvested Award Shares are transferred pursuant to the preceding sentence, the Recipient must notify the Committee at least thirty (30) days prior to such transfer, and the Committee may require that the transferee thereof execute and deliver to the Company such documents and agreements as the Company shall reasonably require to evidence the fact that the Award Shares to be owned, either directly or beneficially, by such transferee shall continue to be subject to all the restrictions set forth in this Agreement and all applicable rights in favor of the Company set forth elsewhere herein, and that such transferee is subject to and bound by such restrictions and provisions. The restrictions of this Section 2.1 shall not apply to Vested Award Shares.
2.2 Restrictions on Transfer of Award Shares. Award Shares shall be subject to the following transfer restrictions:
(a) General Rule. None of the Award Shares may be conveyed, pledged, assigned, transferred, hypothecated, encumbered, or otherwise disposed of by Recipient, or if the Award Shares are held or owned of record by a transferee, by such transferee, (either being referred to herein as the “Holder”), except as expressly provided in subsections (b) or (c) below.
(b) Company Permitted Transfers. The Committee may, but shall not be obligated to, approve the transfer of any or all of the Award Shares that would be permissible under the Company’s Form S-8 registration statement with respect to such Award Shares upon the condition that the transferee thereof execute and deliver to the Company such documents and agreements as the Company shall require to evidence the fact that the Award Shares to be owned, either directly or beneficially, by such transferee shall continue to be subject to all the restrictions set forth in this Agreement and all applicable rights in favor of the Company set forth herein, and that such transferee is subject to and bound by such restrictions and provisions.
(c) Transfers upon Death. The Award Shares shall be transferred on death of the Holder by bequest or by operation of the laws of descent and distribution. Transfer may also be made in accordance with arrangements the Committee may establish from time to time with the third-party administrator of the Plan, if any, for account designation of beneficiaries.
 
2.3 Market-Stand-Off Agreement. Recipient agrees that, if requested by the Company and its underwriters, Recipient will enter into a lock-up or similar agreement not to sell or offer to sell any securities of the Company during the 180-day period following the effective date of a registration statement of the Company filed under the 1933 Act provided that such
3


agreement only applies to the first such registration statement of the Company which includes securities to be sold on the Company’s behalf to the public in an underwritten offering.
 
3 GENERAL PROVISIONS 
3.1 Governing Laws. This Agreement shall be construed, administered and enforced according to the laws of the State of Maryland; provided, however, no Award Shares shall be issued except, in the reasonable judgment of the Board, in compliance with exemptions under applicable state securities laws of the state in which Recipient resides, and/or any other applicable securities laws.
3.2 Successors. This Agreement shall be binding upon and inure to the benefit of the heirs, legal representatives, successors, and permitted assigns of the parties.
3.3 Notice. Except as otherwise specified herein, all notices and other communications under this Agreement shall be in writing and shall be deemed to have been given if personally delivered or if sent by registered or certified United States mail, return receipt requested, postage prepaid, addressed to the proposed recipient at the last known address of the recipient. Any party may designate any other address to which notices shall be sent by giving notice of the address to the other parties in the same manner as provided herein.
3.4 Severability. In the event that any one or more of the provisions or portion thereof contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of this Agreement, and this Agreement shall be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained herein.
3.5 Entire Agreement. Subject to the terms and conditions of the Plan, this Agreement expresses the entire understanding and agreement of the parties with respect to the subject matter. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.
3.6 Violation. Any transfer, pledge, sale, assignment, or hypothecation of the Award Shares or any portion thereof shall be a violation of the terms of this Agreement and shall be null, void and without effect ab initio.
 
3.7 Headings. Paragraph headings used herein are for convenience of reference only and shall not be considered in construing this Agreement.
3.8 Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the party or parties who are thereby aggrieved shall have the right to specific performance and injunction in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.
3.9 No Employment Rights Created. Neither the establishment of the Plan nor the award of Award Shares hereunder shall be construed as giving Recipient the right to continued employment with the Company.
3.10 Capitalized Terms. All capitalized terms used in this Agreement shall have the meanings given to them herein or in the Plan.
3.11 No Disclosure Duty. The Recipient and the Company acknowledge and agree that the Company and its directors, officers or employees shall have no duty or obligation to disclose to the Recipient any material information regarding the business of the Company or affecting the value of the Award Shares.
3.12 Tax Consequences. RECIPIENT REPRESENTS THAT RECIPIENT HAS BEEN ADVISED BY THE COMPANY TO CONSULT WITH, AND HAS FULLY CONSULTED WITH, RECIPIENT’S OWN TAX CONSULTANTS REGARDING HIS OR HER TAX CONSEQUENCES WITH RESPECT TO THE AWARD SHARES, INCLUDING MAKING A CODE §83(B) ELECTION WITH RESPECT TO THE AWARD SHARES, AND THE RESULTING IMPACT ON RECIPIENT’S PERSONAL TAX SITUATION, PRIOR TO ENTERING INTO THIS AGREEMENT AND THAT RECIPIENT IS RESPONSIBLE FOR HIS OR HER OWN PERSONAL TAX MATTERS AND IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE. RECIPIENT UNDERSTANDS THAT
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RECIPIENT MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF RECIPIENT’S RECEIPT AND DISPOSITION OF THE SHARES. RECIPIENT UNDERSTANDS THAT RECIPIENT SHALL BE SUBJECT TO THE WITHHOLDING PROVISIONS OF SECTION 1.5 HEREIN.

[Signature Page Follows]

5



IN WITNESS WHEREOF, the parties have executed and sealed this Agreement on the day and year first set forth above.
 
COMPANY:     RECIPIENT:  
SILA REALTY TRUST, INC.:      
     
By:
 
 
     

Its:
 

 
     

6


EXHIBIT A
DEFINITIONS 
A. Agreement shall mean this Restricted Stock Agreement.
B. Award Shares shall mean the shares of common stock of the Company which are awarded to the Recipient subject to the terms and conditions of this Agreement.
C. Code shall mean the Internal Revenue Code of 1986, as amended from time to time.
D. Common Stock shall mean the common stock of the Company.
E. Company shall mean Sila Realty Trust, Inc., and any successor thereto.
F. Committee shall mean the Compensation Committee of the Board of Directors.
G. Disability shall mean a physical or mental impairment that substantially limits one or more major life activities and prevents the Recipient from performing his or her duties for the Company.
H. Plan shall mean the Carter Validus Mission Critical REIT II, Inc. Amended and Restated 2014 Restricted Share Plan.
H. Recipient shall mean the individual shown on this Agreement as the Recipient.
I. Unvested Award Shares shall mean the Award Shares which have not become vested pursuant to the Vesting Schedule or otherwise.
J. Vested Award Shares shall mean the Award Shares which have become vested pursuant to the Vesting Schedule or otherwise.
 

7


EXHIBIT B
WITHHOLDING ELECTION
TO:   Sila Realty Trust, Inc.
RE:   Withholding Election
This election relates to the number of shares of common stock of the Company which will vest on the date noted below (the “Vesting Shares”):
Number of Vesting Shares:
Date of Vesting:
 
Restricted Stock Agreement:
 
Restricted Stock Agreement between the Recipient (designated below) and Sila Realty Trust, Inc. (the “Company”).
Date of Agreement: 
Total Number of Restricted Shares subject to Restricted Stock Agreement:  
 
I, the undersigned Recipient, hereby certify that:
-My correct name and my current address are set forth at the end of this document.
-I have read and understand the Restricted Stock Agreement and understand that in the absence of an election, tax withholding obligations regarding the Vested Shares subject to the Restricted Stock Agreement will be satisfied by the Company withholding 40% of the number of whole Vested Shares, but not less than the number of whole shares required to satisfy the Company’s minimum tax withholding obligations.
-I do hereby elect to pay to the Company the entire amount of all withholding or other tax obligations (whether federal, state or local) imposed on the Company by reason of the substantial vesting of the Vesting Shares (the “Withholding Obligations”) by cash or by check on or before the Date of Vesting.
 
-I understand that capitalized terms used in this Withholding Election without definition herein shall have the meanings given to them in the Restricted Stock Agreement and in the Plan.
 
    RECIPIENT:  
Dated this day of , 20      
Recipient’s Address:
     
      Printed Name:    
     
       
 
Withholding Election Form
8
EX-31.1 7 ex311q2202410-q.htm EX-31.1 Document

Exhibit 31.1
CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael A. Seton, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Sila Realty Trust, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 7, 2024
 
 /s/ Michael A. Seton
Michael A. Seton
Chief Executive Officer and President
(Principal Executive Officer)


EX-31.2 8 ex312q2202410-q.htm EX-31.2 Document

Exhibit 31.2
CERTIFICATIONS OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Kay C. Neely, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Sila Realty Trust, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 7, 2024
 /s/ Kay C. Neely
Kay C. Neely
Chief Financial Officer, Executive Vice President and Treasurer
(Principal Financial Officer)

 


EX-32.1 9 ex321q2202410-q.htm EX-32.1 Document

Exhibit 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C 1350)
In connection with the Quarterly Report on Form 10-Q of Sila Realty Trust, Inc., or the Company, for the period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof, or the Report, Michael A. Seton, as Chief Executive Officer of the Company hereby certifies, to the best of his knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(i) The accompanying Report of the Company fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 7, 2024
By: /s/ Michael A. Seton
Name: Michael A. Seton
Title: Chief Executive Officer and President
(Principal Executive Officer)
The foregoing certification is being furnished with the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2024 pursuant to 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and it is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general information language in such filing, except to the extent that the Company specifically incorporates by reference.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.


EX-32.2 10 ex322q2202410-q.htm EX-32.2 Document

Exhibit 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C 1350)
In connection with the Quarterly Report on Form 10-Q of Sila Realty Trust, Inc., or the Company, for the period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof, or the Report, Kay C. Neely, as Chief Financial Officer of the Company hereby certifies, to the best of her knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(i) The accompanying Report of the Company fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 7, 2024
By: /s/ Kay C. Neely
Name: Kay C. Neely
Title: Chief Financial Officer and Executive Vice President
(Principal Financial Officer)
The foregoing certification is being furnished with the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2024 pursuant to 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and it is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general information language in such filing, except to the extent that the Company specifically incorporates by reference.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.