cik0001567925-20260331

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 March 31, 2026


☐						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

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 May 1, 2026, there were 55,241,098 shares of common stock of Sila Realty Trust, Inc. outstanding.

SILA REALTY TRUST, INC.

(A Maryland Corporation)

TABLE OF CONTENTS


		Page
PART I.	FINANCIAL INFORMATION (Unaudited)	3
Item 1.	Condensed Consolidated Financial Statements	3
	Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	3
	Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2026 and 2025	4
	Condensed Consolidated Statements of Stockholders' Equity for the Three Months Ended March 31, 2026 and 2025	5
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025	6
	Notes to the Condensed Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	32
PART II.	OTHER INFORMATION	34
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	37

SIGNATURES

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PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements.

SILA REALTY TRUST, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data and per share amounts)


	(Unaudited)
	March 31, 2026		December 31, 2025
ASSETS
Real estate:
Land	$	170,865	$	171,848
Buildings and improvements, less accumulated depreciation of $335,713 and $331,437, respectively	1,623,478		1,616,905

Total real estate, net	1,794,343		1,788,753
Cash and cash equivalents	30,778		32,288
Real estate related notes receivable, net of current expected credit loss reserve of $205 and $180, respectively	17,116		17,106
Intangible assets, less accumulated amortization of $112,584 and $112,292, respectively	114,709		116,693
Goodwill	17,432		17,635
Right-of-use assets - operating leases	34,613		35,008
Right-of-use assets - finance lease	1,901		1,901
Other assets	85,983		85,119

Total assets	$	2,096,875	$	2,094,503
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Credit facility, net of deferred financing costs of $1,562 and $1,878, respectively	$	688,438	$	674,122
Accounts payable and other liabilities	37,844		42,183
Intangible liabilities, less accumulated amortization of $9,254 and $8,939, respectively	5,495		5,810
Operating lease liabilities	40,450		41,013
Finance lease liabilities	69		77

Total liabilities	772,296		763,205
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; 62,066,544 and 61,939,043 shares issued, respectively; 54,954,347 and 54,876,558 shares outstanding, respectively	550		549
Additional paid-in capital	1,994,960		1,994,960
Distributions in excess of accumulated earnings	(672,956)		(663,197)
Accumulated other comprehensive income (loss)	2,025		(1,014)
Total stockholders’ equity	1,324,579		1,331,298
Total liabilities and stockholders’ equity	$	2,096,875	$	2,094,503

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

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SILA REALTY TRUST, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands, except share data and per share amounts)

(Unaudited)


	Three Months Ended March 31,
		2026		2025
Revenue:
Rental revenue		$	52,060	$	48,256
Real estate related notes receivable interest income		605		—
Total revenues		52,665		48,256
Expenses:
Rental expenses		6,038		6,326

General and administrative expenses		4,978		5,698
Depreciation and amortization		19,908		17,762
Impairment losses		—		3,531
Demolition costs		986		—
Total operating expenses		31,910		33,317
Other income (expense):
Gain on dispositions of real estate		2,473		—
Interest and other income		163		455
Interest expense		(9,044)		(7,325)
Increase in current expected credit loss reserve		(25)		(171)
Merger-related costs		(1,902)		—
Total other expense		(8,335)		(7,041)
Net income attributable to common stockholders		$	12,420	$	7,898
Other comprehensive income (loss) - unrealized gain (loss) on interest rate swaps, net		3,039		(7,138)
Comprehensive income attributable to common stockholders		$	15,459	$	760
Weighted average number of common shares outstanding:
Basic		54,933,931		55,130,665
Diluted		55,423,778		55,620,892
Net income per common share attributable to common stockholders:
Basic		$	0.23	$	0.14
Diluted		$	0.22	$	0.14

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

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SILA REALTY TRUST, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(in thousands, except share data)

(Unaudited)


	Common Stock
	No. of Shares	Par Value		Additional Paid-in Capital		Distributions in Excess of Accumulated Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
Balance, December 31, 2025	54,876,558	$	549	$	1,994,960	$	(663,197)	$	(1,014)	$	1,331,298
Vesting of restricted common stock and issuance of performance-based deferred stock unit awards	127,503	—		—		—		—		—
Stock-based compensation	—	1		1,196		—		—		1,197

Repurchases of common stock	(49,714)	—		(1,196)		—		—		(1,196)
Distributions to common stockholders	—	—		—		(22,179)		—		(22,179)
Other comprehensive income	—	—		—		—		3,039		3,039
Net income	—	—		—		12,420		—		12,420
Balance, March 31, 2026	54,954,347	$	550	$	1,994,960	$	(672,956)	$	2,025	$	1,324,579


	Common Stock
	No. of Shares	Par Value		Additional Paid-in Capital		Distributions in Excess of Accumulated Earnings		Accumulated Other Comprehensive Income		Total Stockholders’ Equity
Balance, December 31, 2024	55,075,006	$	551	$	1,998,777	$	(607,499)	$	11,356	$	1,403,185
Vesting of restricted common stock and issuance of performance-based deferred stock unit awards	118,096	—		—		—		—		—
Stock-based compensation	—	1		1,260		—		—		1,261

Repurchases of common stock	(47,229)	(1)		(1,144)		—		—		(1,145)
Distributions to common stockholders	—	—		—		(22,297)		—		(22,297)
Other comprehensive loss	—	—		—		—		(7,138)		(7,138)
Net income	—	—		—		7,898		—		7,898
Balance, March 31, 2025	55,145,873	$	551	$	1,998,893	$	(621,898)	$	4,218	$	1,381,764

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

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SILA REALTY TRUST, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)


	Three Months Ended March 31,
	2026		2025
Cash flows from operating activities:
Net income attributable to common stockholders	$	12,420	$	7,898
Adjustments to reconcile net income attributable to common stockholders to net cash provided by operating activities:
Depreciation and amortization	19,908		17,762
Amortization of deferred financing costs	725		652
Amortization of above- and below-market leases, net	(137)		(129)
Amortization of fees on real estate related notes receivable	(35)		—


Other amortization expenses	181		184
Increase in current expected credit loss reserve	25		171
Gain on dispositions of real estate	(2,473)		—
Loss on extinguishment of debt	—		233
Impairment losses	—		3,531
Straight-line rent adjustments, net of write-offs	(3,009)		(2,388)
Stock-based compensation	1,197		1,261
Changes in operating assets and liabilities:
Accounts payable and other liabilities	(812)		(3,604)
Other assets	1,484		(1,442)
Net cash provided by operating activities	29,474		24,129
Cash flows from investing activities:
Investments in real estate	(43,300)		(35,315)
Net proceeds from real estate dispositions	24,813		—
Capital expenditures and other costs	(3,422)		(577)

Net payments of deposits for investments in real estate	500		(150)



Net cash used in investing activities	(21,409)		(36,042)
Cash flows from financing activities:

Proceeds from credit facility	51,000		32,000
Payments on credit facility	(37,000)		—

Payments of deferred financing costs	—		(5,839)
Repurchases of common stock	(1,196)		(1,145)

Distributions to common stockholders	(22,379)		(22,489)


Net cash (used in) provided by financing activities	(9,575)		2,527
Net change in cash and cash equivalents	(1,510)		(9,386)
Cash and cash equivalents - Beginning of period	32,288		39,844
Cash and cash equivalents - End of period	$	30,778	$	30,458
Supplemental cash flow disclosure:
Interest paid	$	8,431	$	6,477
Supplemental disclosure of non-cash transactions:

Change in accrued distributions related to performance-based deferred stock unit awards	$	(200)	$	(192)
Change in accrued capital expenditures and other costs	$	(1,012)	$	(527)
Change in accrued acquisition costs related to investments in real estate	$	—	$	5


Right-of-use assets obtained in exchange for new finance lease liabilities	$	—	$	74

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

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SILA REALTY TRUST, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

March 31, 2026

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 conducts its operations so as to qualify 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 net lease 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.

The Company’s common stock, par value $0.01 per share, or the Common Stock, is the sole class of stock traded on the New York Stock Exchange, or the NYSE, under the ticker symbol “SILA.”

On April 19, 2026, the Company entered into a definitive merger agreement, or the Merger Agreement, pursuant to which certain affiliates of Blue Owl Real Estate Capital LLC, Sunshine Ultimate Parent LLC, a Delaware limited liability company, or the Parent, and Sunshine Holding REIT LLC, a Delaware limited liability company and wholly owned subsidiary of the Parent, or the Merger Sub, will acquire all outstanding shares of common stock of Sila Realty Trust, Inc. for $30.38 per share, or the Merger Consideration, in an all-cash transaction valued at approximately $2.4 billion. The Merger Agreement provides that the Company will merge with and into Merger Sub (such merger transaction, the "Merger"), with Merger Sub being the surviving entity, or the Surviving Entity, in the Merger.

At the effective time of the Merger, or the Merger Effective Time, each share of Common Stock, par value $0.01 per share, of the Company that is issued and outstanding immediately prior to the Merger Effective Time will automatically vest and be cancelled and terminated and converted into the right to receive the Merger Consideration. The transaction, which has been unanimously approved by the Company's Board of Directors, or the Board, is expected to close in the second or third quarter of 2026, subject to approval by the Company's stockholders and other customary closing conditions. During the pendency of the transaction, the Company is permitted under the Merger Agreement to pay up to two regular quarterly dividends.

Subject to and upon completion of the transaction, the Company will become a private company, and shares of the Common Stock will be de-registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and will no longer trade on the NYSE. In certain specified circumstances further described in the Merger Agreement, in connection with the termination of the Merger Agreement, the Company will be required to pay Parent a termination payment of approximately $55.7 million, pursuant to the terms of the Merger Agreement.

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, 2025, and related notes thereto set forth in the Company’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission, or the SEC, on February 25, 2026. In the opinion of management, all adjustments, consisting of a normal and recurring nature considered for a fair presentation, have been included. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

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.

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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.

Recently Issued Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board, or the FASB, issued Accounting Standards Update, or ASU, 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses, or ASU 2024-03, to improve disclosures about an entity's expenses and to provide detailed information about the types of expenses in commonly presented expense captions. ASU 2024-03 requires disclosures about specific expense categories including purchases of inventory, employee compensation, depreciation, amortization and selling expenses. Additionally, ASU 2024-03 requires a qualitative description of amounts remaining in relevant expense captions that are not separately disaggregated. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim periods for fiscal years beginning after December 15, 2027, and should be applied either prospectively for reporting periods after the effective date of ASU 2024-03 or retrospectively to all periods presented. Early adoption is permitted. The Company expects the adoption of this standard to expand its annual and interim expense disclosures, but otherwise to have no impact on the condensed consolidated financial statements.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815), Hedge Accounting Improvements, or ASU 2025-09. The objective of ASU 2025-09 is to clarify and improve the hedge accounting guidance in Topic 815 and to address implementation issues identified following the issuance of ASU 2017-12. The amendments in ASU 2025-09 address five discrete issues and are intended to better reflect hedging strategies in financial reporting by enabling entities to achieve and maintain hedge accounting for highly effective economic hedges. The amendments in ASU 2025-09 apply to any entity that elects to apply hedge accounting in accordance with Topic 815 and generally are to be adopted on a prospective basis, with an election available to apply the guidance to existing hedging relationships as of the adoption date. ASU 2025-09 is effective for fiscal years beginning after December 15, 2026, and interim periods within those annual reporting periods. While the Company continues to assess all potential impacts of the standard, the Company currently expects that the adoption will not have a material impact on the condensed consolidated financial statements.

Note 3—Real Estate

Acquisitions

During the three months ended March 31, 2026, the Company purchased one real estate property, which was determined to be an asset acquisition. The Company allocated the purchase price to tangible assets, consisting of land, building and improvements, and tenant improvements; and an intangible asset, consisting of an in-place lease, based on the relative fair value method of allocating all accumulated costs. The Company engaged a third-party real estate services firm to assist in performing the purchase price allocation.

The following tables summarize the cash consideration transferred, including acquisition costs, and the purchase price allocation for the acquisition during the three months ended March 31, 2026 (amounts in thousands):


Property Description	Date Acquired	Ownership Percentage	Cash Consideration Transferred
Oklahoma City Healthcare Facility X	01/15/2026	100%	$	43,300







Total			$	43,300


	Total
Land	$	1,759
Building and improvements	34,569
Tenant improvements	4,090
In-place lease(1)	2,882




Total assets acquired	$	43,300

(1)The in-place lease has an amortization period of 20.0 years as of the acquisition date.

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The Company capitalized acquisition costs of $172,000, which are included in the allocation of the real estate acquisition presented above.

Dispositions

On January 29, 2026, the Company sold the Saginaw Healthcare Facility for a sales price of $14,500,000, generating net proceeds of $14,343,000, after transaction costs. The Company recognized a gain on sale of $1,018,000.

On March 4, 2026, the Company sold the Henderson Healthcare Facility and the Las Vegas Healthcare Facility II for an aggregate sales price of $9,000,000, generating net proceeds of $8,932,000, after transaction costs. The Company recognized a gain on sale of $1,020,000.

On March 30, 2026, the Company sold the Alexandria Healthcare Facility for a sales price of $1,550,000, generating net proceeds of $1,538,000, after transaction costs. The Company recognized a gain on sale of $435,000.

Gain on dispositions of real estate is presented in the accompanying condensed consolidated statements of comprehensive income.

Goodwill

The following table summarizes the rollforward of goodwill for the three months ended March 31, 2026 and the year ended December 31, 2025 (amounts in thousands):


	March 31, 2026						December 31, 2025
	Goodwill		Accumulated Impairment Losses		Total		Goodwill		Accumulated Impairment Losses		Total
Balance at beginning of year	$	20,065	$	(2,430)	$	17,635	$	20,065	$	(2,365)	$	17,700
Goodwill associated with disposed reporting units	(391)		188		(203)		—		—		—
Impairment charges	—		—		—		—		(65)		(65)
Balance at end of year	$	19,674	$	(2,242)	$	17,432	$	20,065	$	(2,430)	$	17,635

Investment Risk Concentrations

As of March 31, 2026, the Company did not have exposure to geographic concentration within a metropolitan statistical area that accounted for at least 10.0% of rental revenue for the three months ended March 31, 2026.

As of March 31, 2026, the Company had one exposure to tenant concentration that accounted for at least 10.0% of rental revenue for the three months ended March 31, 2026. The leases with tenants at properties under the common control of PAM Health and its affiliates accounted for 16.3% of rental revenue for the three months ended March 31, 2026.

Impairment

During the three months ended March 31, 2026, the Company did not record any impairment losses. During the three months ended March 31, 2025, the Company recorded impairment losses on real estate of $3,531,000. Refer below for further details on the impairment losses recorded.

Steward

On May 6, 2024, Steward Health Care System LLC, or Steward, the sponsor and owner of the former tenant at the Stoughton Healthcare Facility, announced that it filed for Chapter 11 bankruptcy protection under the United States Bankruptcy Code. On September 19, 2024, the U.S. Bankruptcy Court for the Southern District of Texas approved Steward’s request to reject the Company’s lease.

On August 4, 2025, the Company committed to a plan to demolish the Stoughton Healthcare Facility. The Company recorded $986,000 in demolition costs related to the Stoughton Healthcare Facility during the three months ended March 31, 2026, which is recorded in demolition costs in the accompanying condensed consolidated statements of comprehensive income. The demolition of the Stoughton Healthcare Facility was completed on April 10, 2026.

During the three months ended March 31, 2025, the Company recorded impairment losses on real estate of $3,531,000 attributable to the Stoughton Healthcare Facility. The fair value of the Stoughton Healthcare Facility was measured based on inputs that are derived principally from observable market data related to the marketing for sale of the asset, which resides within Level 2 of the fair value hierarchy. This impairment was allocated to buildings and improvements.

Impairment losses on real estate are recorded as impairment losses in the accompanying condensed consolidated statements of comprehensive income.

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Note 4—Real Estate Related Notes Receivable

On November 5, 2024, the Company entered into two mezzanine loans for the development of an inpatient rehabilitation facility and a behavioral healthcare facility in Lynchburg, Virginia, or the Mezzanine Loans. The Mezzanine Loans have total loan amounts of $12,543,000 and $5,000,000, respectively, and a maturity date of November 5, 2029, or the Maturity Date. The Mezzanine Loans bear interest at a rate of 13% per annum for the period commencing November 5, 2024 through November 4, 2027, and 15% per annum for the period commencing November 5, 2027 through the Maturity Date. The Company received an upfront fee of 2% of the total loan amount of the Mezzanine Loans, and will receive an additional 1% fee if the Mezzanine Loans have not been paid in full before November 5, 2027 and another 1% fee if the Mezzanine Loans have not been paid in full before November 5, 2028. The Mezzanine Loans include purchase options for the Company for both the inpatient rehabilitation facility and the behavioral healthcare facility upon completion of construction.

For the three months ended March 31, 2026, the Company’s real estate related notes receivable activity was as follows (amounts in thousands):


	Principal Balance		Fees		Carrying Value
Real estate related notes receivable, as of December 31, 2025	$	17,543	$	(257)	$	17,286


Amortization of fees	—		35		35
Real estate related notes receivable, as of March 31, 2026	<