{"url_path":"/sec/lxp/8-k/2026-07-20/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ****Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-20","source_url":"https://www.sec.gov/Archives/edgar/data/910108/0001104659-26-084849-index.html","accession_number":"0001104659-26-084849","cik":"0000910108","ticker":"LXP","issuer_name":"LXP Industrial Trust","edgar_url":"https://www.sec.gov/Archives/edgar/data/910108/0001104659-26-084849-index.html","primary_entity_key":"0000910108","primary_entity_name":"LXP Industrial Trust"},"word_count":2523,"has_tables":true,"body_markdown":"****\n\n**Item 1.01****Entry into a Material Definitive Agreement.**\n\n** **\n\n*Agreement and Plan of Merger*\n\n \n\nOn July 19, 2026, LXP Industrial Trust, a Maryland\nreal estate investment trust (the “**Company**”), Leopard REIT LLC, a Delaware limited liability company (“**Parent**”),\nand Leopard Merger Sub LLC, a Maryland limited liability company and a wholly owned indirect subsidiary of Parent (“**Merger\nSub**” and, together with Parent, the “**Parent Parties**”), entered into an Agreement and Plan of Merger\n(the “**Merger Agreement**”). The Merger Agreement provides that, upon the terms and subject to the conditions set\nforth therein, the Company will merge with and into Merger Sub, with Merger Sub surviving the merger (the “**Surviving Entity**”\nand such merger, the “**Merger**”). Upon completion of the Merger, the Surviving Entity will be wholly-owned by\nParent (other than in respect of the outstanding Company Series C Preferred Shares) and the Surviving Entity will continue under the name\n“Leopard Merger Sub LLC” or such other name as Parent selects. Each capitalized term used herein but not otherwise defined\nhas the meaning given to it in the Merger Agreement.\n\n \n\nThe Merger and the other transactions contemplated\nby the Merger Agreement were unanimously approved and declared advisable by the board of trustees of the Company (the “**Company\nBoard**”), which also directed that approval of the Merger and the other transactions contemplated by the Merger Agreement\nbe submitted for consideration by the Company’s shareholders at a special meeting of the Company’s shareholders to be called\nfor that purpose and, except as may be permitted under the Merger Agreement, resolved to recommend approval of the Merger and the other\ntransactions contemplated by the Merger Agreement by the Company’s common shareholders.\n\n \n\n*Treatment of Common Shares*\n\n \n\nPursuant to the terms and subject to the conditions\nset forth in the Merger Agreement, at the effective time of the Merger (the “**Effective Time**”), each common share\nof beneficial interest, par value $0.0001 per share, of the Company (the “**Company Common Shares**”) issued and\noutstanding as of immediately prior to the Effective Time (other than Excluded Shares (as defined below)) will be automatically cancelled\nand converted into the right to receive an amount in cash equal to $61.20 per share, without interest (the “**Merger Consideration**”).\n\n \n\nEach Company Common Share held by the Parent Parties\nor any of their respective subsidiaries, or held by any subsidiary of the Company, in each case as of immediately prior to the Effective\nTime (collectively, “**Excluded Shares**”), will automatically be cancelled and will cease to exist, and no consideration\nwill be paid, nor will any right inure or attach with respect to such Company Common Shares in connection with or as a consequence of\nthe Merger.\n\n \n\n*Treatment of Company Series C Preferred Shares*\n\n \n\nPursuant to the terms and subject to the conditions\nset forth in the Merger Agreement, at the Effective Time, each 6.50% Series C Cumulative Convertible Preferred Share, par value $0.0001\nper share, of the Company (the “**Company Series C Preferred Shares**”) issued and outstanding as of immediately\nprior to the Effective Time will automatically be cancelled and converted into the right to receive one Surviving Entity Series C Preferred\nUnit (the “**Series C Preferred Consideration**”).\n\n \n\n*Treatment of Company Restricted Share Awards*\n\n \n\nAt the Effective Time, each Company Restricted\nShare Award granted under the Company’s 2022 Equity-Based Award Plan (as amended) that is outstanding as of immediately prior to\nthe Effective Time will, to the extent not vested, become fully vested (with any applicable performance conditions deemed satisfied at\nthe maximum level of performance) and will be cancelled in exchange for the right to receive, within three Business Days after the Effective\nTime, a lump sum cash payment equal to the product of (i) the Merger Consideration and (ii) the number of Company Common Shares represented\nby such Company Restricted Share Award, together with any accrued but unpaid dividends thereon,** **in each case less any required\nwithholding taxes.\n\n \n\n \n\n \n\n \n\n*Go-Shop; Prohibition on Solicitations of Transactions*\n\n* *\n\nDuring the period beginning on the date of the\nMerger Agreement and continuing until 11:59 p.m. (New York City time) on August 28, 2026 (the “**No-Shop Period Start Date**”,\nand such period, the “**Go-Shop Period**”), the Company has the right to (i) solicit, initiate or facilitate any\ninquiry or the making of any proposal which constitutes, or may reasonably be expected to result in, any Competing Proposal, (ii) engage\nin, continue and otherwise participate in any discussions or negotiations regarding a Competing Proposal, (iii) furnish information (including\nnon-public information) relating to the Company and its subsidiaries and afford access to their business, properties, personnel, assets,\nbooks, records and other non-public information to a third party pursuant to an Acceptable Confidentiality Agreement, and (iv) otherwise\ncooperate with or assist any Competing Proposal or inquiry. If any third party submits a written Competing Proposal that the Company Board\ndetermines in good faith, after consultation with its financial advisors and outside legal counsel based on the information then available,\nconstitutes or could reasonably be expected to lead to a Superior Proposal prior to the end of the Go-Shop Period, such party will be\ndeemed an “**Excluded Party**” for purposes of the Merger Agreement. If the Merger Agreement is terminated by the\nCompany prior to 11:59 p.m. (New York City time) on September 2, 2026, subject to extension in certain circumstances (the “**Cut-Off\nTime**”), in order to enter into a definitive agreement with respect to a Superior Proposal with an Excluded Party in accordance\nwith the terms of the Merger Agreement, the termination fee payable by the Company to Parent will be an amount in cash equal to $54,122,768.\n\n \n\nFrom and after the No-Shop Period Start Date,\nother than as permitted in certain circumstances described in the Merger Agreement, including in connection with continued negotiations\nwith an Excluded Party, the Company has agreed to promptly cease any solicitations, discussions or negotiations with any third party that\nmay be ongoing with respect to any Competing Proposal and not to directly or indirectly solicit, initiate, provide any non-public information\nin response to, or knowingly encourage or knowingly facilitate any inquiry or the making of any proposal which constitutes, or may reasonably\nbe expected to lead to, any Competing Proposal. Notwithstanding the foregoing, from and after the No-Shop Period Start Date and prior\nto obtaining the Shareholder Approval, the Company may participate or engage in discussions or negotiations with, and provide non-public\ninformation to, a third party that has made a bona fide Competing Proposal if the Company Board determines in good faith after consultation\nwith its outside legal counsel and financial advisor, that such Competing Proposal constitutes, or would reasonably be expected to result\nin, a Superior Proposal.\n\n \n\n*Closing Conditions*\n\n* *\n\nThe consummation of the Merger is subject to certain\ncustomary closing conditions, including, among others, approval of the Merger by the affirmative vote of the holders of Company Common\nShares entitled to cast a majority of all the votes entitled to be cast at the Shareholders Meeting on the Merger (the “**Shareholder\nApproval**”), the receipt of certain required governmental consents and approvals, and a Company Material Adverse Effect not\nhaving occurred. The obligations of the parties to consummate the Merger are not subject to any financing condition.\n\n \n\n*Termination of the Merger Agreement; Termination\nPayment*\n\n* *\n\nThe Merger Agreement contains customary termination\nrights, including the right of either party to terminate the Merger Agreement if the Merger has not been completed by 11:59 p.m. (New\nYork City time) on January 19, 2027, or if the Shareholder Approval has not been obtained upon a vote taken at the Shareholders Meeting\nor any adjournment or postponement thereof.\n\n \n\nThe Merger Agreement also may be terminated under\ncertain circumstances, including by Parent if, subject to certain limitations, the Company Board effects an Adverse Recommendation Change,\nor by the Company if, subject to certain limitations, the Company Board determines to enter into a definitive agreement with respect to\na Superior Proposal. In addition, either party may terminate the Merger Agreement in the event of certain uncured breaches by the other\nparty, subject to specified notice and cure periods.\n\n \n\nIf the Merger Agreement is terminated by the Company\nprior to the Cut-Off Time in order to enter into a definitive agreement with an Excluded Party with respect to a Superior Proposal, then\nthe termination fee payable by the Company to Parent will be $54,122,768. If the Merger Agreement is terminated (i) by the Company in\norder to enter into a definitive agreement with respect to a Superior Proposal other than as described in the preceding sentence, (ii) by\nParent following an Adverse Recommendation Change by the Company Board, or (iii) in certain other enumerated circumstances described in\nthe Merger Agreement, the Company will be required to pay Parent a termination fee of $108,245,537.\n\n \n\nA termination fee of $288,654,765 (“**Parent\nTermination Payment**”) will become payable by Parent in the event (i) Parent fails to consummate the Merger following the\nsatisfaction or waiver of all closing conditions (other than those conditions that, by their nature, are to be satisfied at the closing,\nbut subject to such conditions being capable of being satisfied), or (ii) Parent breaches the Merger Agreement in a manner that causes\nthe related closing conditions not to be satisfied. Under specified circumstances, including where all conditions to Parent’s obligation\nto close have been satisfied and Parent fails to consummate the closing, the Company is entitled to seek specific performance to cause\nthe Parent Parties to draw down and fund the equity financing under the Equity Commitment Letter and to consummate the Merger, subject\nto the terms and conditions set forth in the Merger Agreement.\n\n \n\n \n\n \n\n \n\n*Dividends*\n\n* *\n\nPursuant to the terms of the Merger Agreement,\nthe Company is not permitted to pay its regular quarterly dividends during the pendency of the Merger, except for dividends necessary\nfor the Company and its subsidiaries to maintain their qualification as a real estate investment trust. Any such dividend described in\nthe foregoing sentence would result in an offsetting decrease to the Merger Consideration, but no such dividend is currently anticipated.\n\n \n\n*Representations, Warranties and Covenants*\n\n* *\n\nThe Merger Agreement contains customary representations,\nwarranties and covenants, including, among others, covenants by the Company to conduct its business in all material respects in the ordinary\ncourse, subject to certain exceptions, during the period between the execution of the Merger Agreement and consummation of the Merger.\nThe Merger Agreement also requires the Company to convene and hold a shareholders meeting for the purpose of obtaining the Shareholder\nApproval.\n\n \n\n***\n\n \n\nThe foregoing description of the Merger Agreement\nis only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement,\nwhich is filed as Exhibit 2.1 hereto, and is incorporated herein by reference. The Merger Agreement has been attached as an exhibit to\nprovide shareholders with information regarding its terms. It is not intended to provide any other factual or financial information about\nthe Company, the Parent Parties or any of their respective affiliates or businesses. The representations, warranties, covenants and agreements\ncontained in the Merger Agreement were made only for the purposes of such agreement and as of specified dates, were solely for the benefit\nof the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The representations and warranties\nhave been qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger\nAgreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting\nparties that differ from those applicable to investors. Shareholders should not rely on the representations, warranties, covenants and\nagreements contained in the Merger Agreement or any descriptions thereof as characterizations of the actual state of facts or condition\nof the Company, the Parent Parties or any of their respective affiliates or businesses. Moreover, information concerning the subject matter\nof the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be\nfully reflected in the Company’s public disclosures. The Merger Agreement should not be read alone, but should instead be read in\nconjunction with the other information regarding the Company, the Parent Parties and their respective affiliates or businesses and the\nMerger, each of which will be contained in or attached as an annex to the proxy statement that the Company will file in connection with\nthe Merger, as well as in the other filings that the Company will make with the Securities and Exchange Commission (“**SEC**”).\n\n* *\n\n*Commitments and Guarantee*\n\n \n\nThe Parent Parties have secured committed financing,\nconsisting of (i) equity financing to be provided by affiliates of Parent on the terms and subject to the conditions set forth in equity\ncommitment letters provided by such funds (the “**Equity Commitment Letters**”), and (ii) debt financing to be provided\nby certain lenders on the terms and subject to the conditions set forth in a debt commitment letter (the “**Debt Commitment\nLetter**”), the aggregate proceeds of which are expected to be sufficient for the Parent Parties to pay all amounts they may\nbe obligated to pay pursuant to the Merger Agreement, including the aggregate Merger Consideration and all related fees and expenses.\nThe closing of the Merger is not conditioned on the Parent Parties obtaining the debt financing.\n\n \n\n \n\n \n\n \n\nThe Debt Commitment Letter is subject to a number\nof customary conditions for the financing of the debt and permits each lender to unilaterally terminate its commitment upon the occurrence\nof certain specified events. Such conditions and events include: (i) the contemplated borrower fails to provide customary “know\nyour customer” information about the borrower, the guarantor, the two equity sponsor entities that are parties to the Debt Commitment\nLetter (the “**Sponsor**”) and certain other direct and indirect owners to the lenders within the debt commitment\nperiod; (ii) the Sponsor has made certain untrue or false customary, specified representations and warranties of the contemplated borrower\n(with respect to itself and the guarantor) to lenders that remain untrue at closing and could reasonably be expected to materially and\nadversely affect the debt financing; (iii) the filing of any petition of bankruptcy, insolvency or reorganization by or against the Sponsor,\nthe Company or any direct or indirect subsidiary of any of them that holds a direct or indirect interest in the properties or the contemplated\nborrower, subject, in the case of an involuntary filing not consented to by the applicable party, to such filing remaining undischarged\nor undismissed as of the commitment expiration date; (iv) the occurrence of a Company Material Adverse Effect that gives Parent the right\nto terminate its obligations under the Merger Agreement; and (v) the Merger Agreement is terminated in whole for any reason prior to closing.\n\n \n\nIn addition, certain affiliates of Parent have\nentered into limited guarantees in favor of the Company (each, a “**Guarantee**”), pursuant to which they have each\nguaranteed, on a several basis, certain payment obligations of the Parent Parties under the Merger Agreement, including the Parent Termination\nPayment, up to an aggregate amount not to exceed the Parent Termination Payment plus certain reimbursement and recovery costs, subject\nto the terms and conditions of the Guarantees."}