{"url_path":"/sec/lxp/8-k/2026-07-20/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 **","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":1194,"has_tables":true,"body_markdown":"**Item 7.01**\n**Regulation FD Disclosure.**\n\n \n\nOn July 20, 2026, the Company issued a press release\nannouncing the execution of the Merger Agreement. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated\nherein by reference.\n\n \n\nThe information contained in Item 7.01 of this\nreport, including the information in Exhibit 99.1 attached to this report, is furnished pursuant to Item 7.01 of Form 8-K and shall not\nbe deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject\nto the liabilities of that section. Furthermore, the information in Item 7.01 of this report, including the information in Exhibit 99.1\nattached to this report, shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act\nof 1933, as amended.\n\n \n\n \n\n \n\n \n\n**Additional Information and Where to Find It**\n\n \n\nIn connection with the proposed transaction, the\nCompany intends to file with the SEC a proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the\nSEC (if and when it becomes available), the Company will mail the definitive proxy statement and a proxy card to each shareholder entitled\nto vote at the special meeting relating to the proposed transaction. This Report is not a substitute for the proxy statement or any other\ndocument which the Company may file with the SEC. INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT (INCLUDING\nANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE COMPANY FILES\nWITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proposals\nfor consideration by the Company’s shareholders regarding the proposed transaction will be made solely through the proxy statement.\nThe definitive proxy statement, the preliminary proxy statement and any other documents filed by the Company with the SEC (when available)\nmay be obtained free of charge at the SEC’s website at www.sec.gov or by accessing the Investor Relations section of the Company’s\nwebsite at https://ir.lxp.com or by contacting the Company’s Investor Relations team by email at ir@lxp.com.\n\n \n\n**Participants in the Solicitation**\n\n \n\nThis Report does not constitute a solicitation\nof a proxy, an offer to purchase or a solicitation of an offer to sell any securities. The Company and certain of its trustees and executive\nofficers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the proposed\ntransaction. Information about the Company’s trustees and executive officers and their ownership of the Company’s securities\nis set forth in the Company’s definitive proxy statement on Schedule 14A for its 2026 annual meeting of shareholders, filed with\nthe SEC on April 3, 2026, and subsequent documents filed with the SEC. Additional information regarding the identity of participants in\nthe solicitation of proxies, and a description of their direct or indirect interests in the proposed transaction, by security holdings\nor otherwise, will be set forth in the definitive proxy statement and other materials to be filed with the SEC in connection with the\nproposed transaction when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.\n\n \n\n**Cautionary Statement Regarding Forward-Looking\nStatements**\n\n \n\nCertain statements contained herein, other than\nhistorical fact, regarding the proposed transaction, including any statements regarding the expected timetable for completing the proposed\ntransaction and benefits of the proposed transaction, and any other statements regarding the Company’s future expectations, beliefs,\nplans, objectives, financial conditions, assumptions or future events or performance that are not historical, may be considered “forward-looking\nstatements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and are intended to be covered\nby the safe harbor provided by the same. These statements are based on management’s current expectations and beliefs and are subject\nto a number of trends and uncertainties. No forward-looking statement is intended to, nor shall it, serve as a guarantee of future performance.\nYou can identify the forward-looking statements by the use of words such as “may,” “will,” “would,”\n“could,” “should,” “expect,” “intend,” “anticipate,” “estimate,”\n“believe,” “continue,” “seek,” “endeavor,” and other similar terms and phrases. Forward-looking\nstatements are subject to various risks and uncertainties and factors that could cause actual results to differ materially from the Company’s\nexpectations, and you should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other\nfactors, which are, in some cases, beyond the Company’s control and could materially affect the Company’s results of operations,\nfinancial condition, cash flows, performance or future achievements or events. Some of the factors that may affect outcomes and results\ninclude, but are not limited to: (i) risks associated with the Company’s ability to obtain the Shareholder Approval required to\nconsummate the proposed Merger and the timing of the closing of the proposed Merger, including the risks that a condition to closing would\nnot be satisfied within the expected timeframe or at all or that the closing of the proposed Merger would not occur, (ii) the outcome\nof any legal proceedings that may be instituted against the parties and others related to the Merger Agreement and the costs related to\nsuch proceedings, (iii) the risk that shareholder litigation or other proceedings in connection with the proposed Merger may affect the\ntiming or occurrence of the proposed Merger or result in significant costs of defense, indemnification and liability, (iv) unanticipated\ndifficulties or expenditures relating to the proposed Merger, the response of the Company’s tenants, business partners and competitors\nto the announcement of the proposed Merger, potential difficulties with the Company’s ability to retain and hire key personnel and\nmaintain its business relationships, including those with tenants and other third parties, as a result of the proposed Merger, and/or\npotential difficulties in employee retention as a result of the announcement and pendency of the proposed Merger, (v) changes affecting\nthe real estate industry and changes in market and economic conditions, including tariffs, geopolitical tensions and elevated inflation\nand interest rates that may adversely impact the Company or its tenants, (vi) increased or unanticipated competition in the real estate\nmarket, (vii) the uncertainties of real estate development, acquisition and disposition activity, (viii) maintenance of real estate investment\ntrust status, (ix) fluctuations in interest rates and the costs and availability of financing, (x) dependence on tenants’ financial\ncondition, (xi) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the\nMerger Agreement, (xii) the ability to recognize the anticipated benefits of the proposed Merger and (xiii) the risk that the Company’s\nstock price may decline significantly if the proposed transaction is not consummated. Additional factors include those described under\nthe section entitled Item 1A. “Risk Factors” of Part I of the Company’s 2025 Annual Report on Form 10-K, as filed with\nthe SEC on February 12, 2026, a copy of which is available at www.sec.gov. The Company undertakes no obligation to publicly update or\nrevise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law."}