{"url_path":"/sec/sila/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 Executive Compensation.","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1567925/0001567925-26-000013-index.html","accession_number":"0001567925-26-000013","cik":"0001567925","ticker":"SILA","issuer_name":"Sila Realty Trust, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1567925/0001567925-26-000013-index.html","primary_entity_key":"0001567925","primary_entity_name":"Sila Realty Trust, Inc."},"word_count":7928,"has_tables":true,"body_markdown":"Item 11. Executive Compensation.\n\nCompensation of Directors\n\nDirector Compensation\n\nOur director compensation policy is described further below and applies to all directors who are not employees of the Company. Mr. Seton, as an employee of the Company, does not receive any compensation for his service on the Board. All other directors receive cash compensation and equity compensation which is in the form of restricted shares of common stock of the Company. As described in \"Director and Officer Stock Ownership Guidelines\", the Company maintains minimum stock ownership requirements for directors.\n\nIndependent Director Cash Compensation\n\nThe Compensation Committee conducted a director compensation study in June 2024 with an independent compensation consultant, Ferguson Partners Consulting L.P. (\"FPC\"), which advised the Compensation Committee on the design and amount of compensation for non-employee directors. Any changes to the non-employee director compensation are then recommended to the full Board for approval.\n\nThe following annual compensation amounts for our independent directors applied for the year ended December 31, 2025:\n\n•Each of our independent directors receives an annual cash base retainer of $90,000;\n\n•The chair of the Audit Committee receives an additional annual cash amount of $25,000 and the other Audit Committee members each receive an additional annual cash amount of $12,500.\n\n•The chair of the Board receives an additional annual cash amount of $75,000.\n\n•The chair of the Compensation Committee receives an additional annual cash amount of $17,500 and the other Compensation Committee members each receive an additional annual cash amount of $8,750; and\n\n•The chair of the NCG Committee receives an additional annual cash amount of $17,500 and the other NCG Committee members each receive an additional annual cash amount of $8,750.\n\nEquity Awards\n\nEach of our independent directors receives an annual grant of restricted shares of common stock with a market grant date value of $100,000, issued as awards pursuant to the Company’s Amended and Restated 2014 Restricted Share Plan (“Restricted Share Plan”). The restricted stock issued to our independent directors vest at the completion of the term for which the recipient was elected to the Board.\n\nDirector Compensation Table\n\nThe following table sets forth certain information with respect to our director compensation during the year ended December 31, 2025:\n\nNameFees\nEarned\nor Paid in\nCash\nStock\n\nAwards(1)\n\nAll Other\n\nCompensation(2)\nTotal\n\nJonathan Kuchin$177,500 $99,982 $5,348 $282,830 \n\nZ. Jamie Behar$123,750 $99,982 $5,348 $229,080 \n\nAdrienne Kirby$116,250 $99,982 $5,348 $221,580 \n\nRoger Pratt$116,250 $99,982 $5,348 $221,580 \n\nVerett Mims$111,250 $99,982 $5,348 $216,580 \n\nMichael A. Seton(3)\n$— $— $— $— \n\n1.The amounts shown in the Stock Awards column represent the full grant date fair value of 4,260 shares of restricted common stock granted to each director on July 1, 2025, calculated by multiplying the number of shares awarded by the closing price of $23.47 per share of the Company's common stock on the grant date, in accordance with FASB ASC 718. As of December 31, 2025, all of the 4,260 shares of common stock remain unvested.\n\n2.Reflects the dividends on unvested restricted common stock.\n\n3.For compensation information regarding Michael A. Seton, see \"Summary Compensation Table\".\n\nCompensation Discussion and Analysis\n\n5\n\nThis Compensation Discussion and Analysis outlines the principles underlying our executive compensation policies and decisions as it relates to the Company’s NEOs. Our NEOs for 2025 were:\n\nNamed Executive Officers\n\nMichael A. SetonPresident and Chief Executive Officer (CEO)\n\nKay C. Neely\nExecutive Vice President, Chief Financial Officer, Treasurer and Secretary (CFO)\n\nChristopher K. Flouhouse(1)\nFormer Executive Vice President and Chief Investment Officer (CIO)\n\n1.Mr. Flouhouse's employment with the Company ended effective October 15, 2025.\n\nSummary of the Executive Compensation Program\n\nWhat We RewardHow We Link Pay to PerformanceHow We Assess Pay\n\n•Successful execution of the annual business plan and the achievement of key financial metrics\n\n•Decision-making that yields long-term value creation for stockholders\n\n•Sustained growth over the long-term and the successful execution of our long-term strategic business plan\n\n•Inclusion of key financial metrics in our annual cash incentive plan to ensure NEOs are rewarded for performance relative to our annual budget and each NEO's individual performance goals\n\n•Long-term incentives composed of a mix of performance-based units and time-based restricted stock awards, linking a substantial portion of pay opportunity to long-term performance\n\n•Majority of total target pay opportunity is at-risk and tied to the Company's performance\n\n•Overall target total compensation opportunity is assessed for competitiveness relative to a peer group of comparable REITs\n\n•The structure of our executive compensation program is reviewed on an annual basis relative to our peer group, general best practices and governance standards\n\n6\n\nBased on our annual assessment of market practices and our compensation objectives, we have implemented a pay-for-performance compensation structure that includes the following key elements:\n\nDescriptionObjective\n\nBase SalaryFixed level of compensationReviewed annually with reference to market-competitive base salary, background, knowledge, skills, and performance.\n\nAnnual Incentive Program\nAFFO per Share(1)\nAward determinations under the annual incentive program (\"Annual Incentive Plan\") are based on quantitative and qualitative factors set by the Compensation Committee each year that are designed to be consistent with our annual business plan.\n\n(CEO 45%; Other NEOs 45%)\n\nNet Debt to EBITDAre(1)\n\n(CEO 25%; Other NEOs 20%)\n\nIndividual Goals / Corporate or Department PerformanceThe payouts under the annual incentive program are based on the achievement of certain threshold, target and maximum levels of corporate and individual performance metrics that are designed to be challenging but achievable.\n\n(CEO 30%; Other NEOs 35%)\n\nLong-Term Incentives\nTotal Shareholder Return Relative to the MSCI US REIT Index and a Healthcare REIT Peer Group\n\n(50%)\nPerformance-based equity awards are intended to encourage our NEOs to focus on sustaining our long-term performance, thus minimizing the risk of our NEOs focusing on short-term gains at the expense of our long-term performance.\n\nRatable Vesting over 4 Years\n\n(50%)\nTime-based equity awards promote retention, encourage long-term performance to maximize share value and dividends paid to our stockholders, and promote an ownership mentality by our NEOs.\n\n1.Non-GAAP financial measure. For definitions of non-GAAP financial measures, see \"Non-GAAP Measures.\"\n\nCompensation Objectives and Philosophy\n\nOur executive compensation program is designed to accomplish the following key objectives:\n\n•attract, motivate and retain highly qualified executives;\n\n•align incentive compensation with annual and long-term performance objectives based on challenging but achievable goals;\n\n•employ a balanced compensation structure that encourages prudent growth and does not encourage excessive risk taking; and\n\n•ensure a high degree of alignment of the interests of our executives and our stockholders.\n\nThe Company applied this philosophy in establishing our executive compensation program. The Compensation Committee reviews the components of our executive compensation program annually to ensure that they continue to meet the evolving strategy of the Company. At our 2025 Annual Meeting of Stockholders, our stockholders approved (approximately 95% of the votes cast), on an advisory basis, last year’s say-on-pay vote. Our Compensation Committee and Board considered these final vote results and determined that, given the significant level of support and the overall effectiveness of our system, no\n\n7\n\nmaterial changes to our executive compensation philosophy, policies or practices were necessary or desirable. For further details, see \"Elements of Compensation\" below.\n\nRoles and Responsibilities\n\nIn determining compensation for our NEOs, we employ the following process:\n\n•Role of the Compensation Committee: The Compensation Committee of the Board (composed entirely of independent directors) operates under a written charter and is responsible for establishing and approving the terms of the compensation of the Company’s NEOs. The Compensation Committee is responsible for: (a) determining and approving target pay opportunities for each of the NEOs; (b) establishing and annually reviewing corporate goals and objectives related to incentive compensation programs; (c) assessing performance related to such goals and objectives; and (d) administering equity-based awards. Additionally, the Compensation Committee makes recommendations to the Board with respect to the compensation of non-employee directors.\n\n•Role of the CEO: The Compensation Committee may choose to discuss with the CEO the performance goals used in our incentive compensation programs and the Compensation Committee retains the authority to set all such performance goals. Our CEO provides the Compensation Committee with an evaluation of other NEOs' performance, suggests changes to annual target pay opportunities and provides input on the overall company performance, however, the Compensation Committee may or may not agree with the CEO’s evaluations and may or may not take the CEO’s suggestion for compensation of other NEOs. To the extent that any discussions are held regarding Mr. Seton’s own compensation, Mr. Seton is requested to remove himself from being present from any such discussion and does not participate in any resulting decisions.\n\n•Role of the Compensation Consultant: The Compensation Committee has the sole authority to retain any compensation consultant and to approve such consultant’s fees and other retention terms. In accordance with this authority, the Compensation Committee retained FPC as its independent compensation consultant with respect to 2025 NEO compensation. In 2025, the Compensation Committee directed FPC to, among other things: (a) assist in applying our compensation philosophy toward designing a compensation program; (b) analyze the competitiveness and appropriateness of compensation levels for NEOs relative to a peer group of comparable REITs (discussed further below); (c) recommend to the Compensation Committee advisable compensation programs; (d) make specific recommendations related to CEO pay opportunities; and (e) assess the reasonableness of the CEO’s recommendations for other NEOs.\n\nPeer Group\n\nOur peer group is used as a reference point in making compensation decisions, such as determining target pay opportunities and developing cash bonus and long-term incentive award ranges and practices for both individual elements of compensation and total compensation. Although we use peer information as a point of reference, we do not target our compensation levels against a specific percentile relative to our peer group. Each year, the Company (in consultation with FPC) reviews the peer group to ensure each peer continues to be an appropriate comparison. We reviewed our peer group based on the following criteria:\n\n•Comparable Size – REITs within an appropriate size range in terms of total capitalization, which we define as approximately 0.5x to no more than 2.5x relative to our Company.\n\n•Healthcare REITs – Focus on healthcare REITs that primarily invest in similar medical properties.\n\n•Net Lease REITs – Focus on net lease REITs that invest in similar lease structures and seek to achieve similar financial performance as the Company.\n\n8\n\nThe following companies comprised the Company's 2025 peer group:\n\nPeer Group for Establishing 2025 Executive Compensation\n\nAmerican Healthcare REIT, Inc. (AHR)\nGlobal Medical REIT Inc. (GMRE)\n\nBroadstone Net Lease, Inc. (BNL)InvenTrust Properties Corp. (IVT)\n\nCareTrust REIT, Inc. (CTRE)LTC Properties, Inc. (LTC)\n\nCommunity Healthcare Trust Incorporated (CHCT)LXP Industrial Trust (LXP)\n\nEasterly Government Properties, Inc. (DEA)NETSTREIT Corp. (NTST)\n\nEssential Properties Realty Trust, Inc. (EPRT)Sabra Health Care REIT, Inc. (SBRA)\n\nFour Corners Property Trust, Inc. (FCPT)\n\nElements of Compensation\n\nThe three primary components of our NEO compensation program are: base salary; annual cash bonus; and long-term incentive awards, including performance-based equity awards and time-based equity awards. Our compensation programs are designed to be complementary, and to collectively serve our executive compensation objectives and philosophy. The following is a discussion of the primary elements of 2025 compensation for each of our NEOs.\n\nBase Salary\n\nEach NEO is entitled to receive a base salary (“Base Salary”), subject to annual review by the Compensation Committee. The Compensation Committee did not increase the Base Salaries of our NEOs for 2025. The following are the annual 2025 base salaries for the NEOs:\n\nName2025 Base Salary\n\nMichael A. Seton\n$825,000 \n\nKay C. Neely\n$525,000 \n\nChristopher K. Flouhouse(1)\n$475,000 \n\n1.Mr. Flouhouse's employment with the Company ended effective October 15, 2025.\n\nAnnual Incentive Program\n\nAll cash bonus awards for the NEOs are made pursuant to our annual incentive programs, using a pay-for-performance structure, as follows:\n\n•Award determinations under the annual incentive program are based on quantitative and qualitative factors set by the Compensation Committee each year that are consistent with our annual business plan.\n\n•The payouts under the annual incentive program are based on the achievement of certain threshold, target and maximum levels of corporate and individual performance metrics over the one-year performance period.\n\nCash bonus opportunities are determined for each NEO at the beginning of each fiscal year by the Compensation Committee based on the review of competitive market data and internal pay considerations. Actual amounts earned by each NEO equals 50% of the target amount if threshold performance goals are satisfied and 175% of the target amounts if maximum performance goals are satisfied. For performance achievement between threshold and target, the actual amounts earned are interpolated between 50% and 100% of the target bonus. For performance achievement between target and maximum, the actual amounts earned are interpolated between 100% and 175% of the target bonus.\n\n9\n\nBelow are the 2025 cash bonus opportunities for each NEO:\n\nName\n\nThreshold\n\nTarget\n\nMaximum\n\nMichael A. Seton\n$556,875 $1,113,750 $1,949,063 \n\nKay C. Neely\n$262,500 $525,000 $918,750 \n\nChristopher K. Flouhouse(1)\n$237,500 $475,000 $831,250 \n\n1.Mr. Flouhouse's employment with the Company ended effective October 15, 2025.\n\nFor 2025, cash bonus awards were calculated under our formulaic annual incentive program with payouts based upon the achievement of performance goals that are aligned with our annual operating budget and strategic goals for the year.\n\nThe 2025 cash bonus program included the following measures:\n\nPerformance MetricCEOOther NEOs\n\nAFFO per Share45 %45 %\n\nNet Debt to EBITDAre25 %20 %\n\nIndividual Goals / Corporate or Department Performance30 %35 %\n\nFor 2025, the individual performance goals set by the Compensation Committee for Mr. Seton were as follows:\n\n•Same-store NOI growth compared to budget;\n\n•Maintain appropriate dividend and payout ratio consistent with strong balance sheet management;\n\n•Strategic direction and communication with Board and external parties;\n\n•Execution of business strategy in the context of evolving economic environment; and\n\n•Overall leadership including contributions to a collaborative culture.\n\nFor 2025, the individual performance goals set by the Compensation Committee for Ms. Neely, based on the recommendation of Mr. Seton, were as follows:\n\n•Timely financial reporting, accuracy and appropriate public disclosure;\n\n•Develop, grow and maintain strong relationships with banks, investors and other third-party service providers;\n\n•Strong balance sheet management;\n\n•Successful oversight of the finance, investor relations and capital markets functions and initiatives; and\n\n•Overall leadership including contributions to a collaborative culture.\n\nIn November 2024, the Compensation Committee approved threshold, target and maximum goals for each of the AFFO per Share, Net Debt to EBITDAre, and qualitative performance goals that would be assessed for each individual. In February 2026, the Compensation Committee reviewed performance as compared to these performance goals as follows:\n\nPerformance Metric\n\nThreshold\n\nTarget\n\nMaximum\n\nActual Results\n\nAFFO per Share(1)(2)\n$2.01 $2.07 $2.13 $2.20 \n\nNet Debt to EBITDAre(1)\n4.80x4.40x4.00x3.88x\n\nIndividual Goals / Corporate or Department Performance(3)\n1 3 5 (4)\n\n1.Goals are subject to adjustment based on any unbudgeted dispositions, acquisitions and transaction activity completed during the year. Appropriate adjustments may be made due to changes to corporate strategy throughout the year not contemplated at time of goal setting or other unforeseen events. Any such adjustments are subject to the Compensation Committee’s review and approval.\n\n10\n\n2.Adjusted to exclude the impact of outperformance related to cash bonus expense.\n\n3.Performance under this category is based on the Compensation Committee’s qualitative assessment of the individual performance goals described above, which were established at the beginning of the year. Performance is scored between 1.0 (lowest) to 5.0 (highest).\n\n4.The Compensation Committee approved an average score for the 2025 individual performance goals of 4.0 for Mr. Seton and 4.0 for Ms. Neely, based on the Compensation Committee’s assessment of their performance based on each of the performance goals described above. A 4.0 represents “Achieved—Exceeded Expectations” based on the measurement scale.\n\n2025 Payouts Under the Annual Incentive Program\n\nThe approved annual cash bonus awards calculated under the Annual Incentive Program for 2025 (the \"2025 Annual Incentive Program\") were as follows:\n\nName(1)\n\n2025 Cash Bonus Award\n\nMichael A. Seton$1,823,766 \n\nKay C. Neely$849,844 \n\n1.Mr. Flouhouse's employment with the Company ended effective October 15, 2025, and therefore he did not receive a payout under the 2025 Annual Incentive Program.\n\nLong-Term Incentive Awards\n\nLong-term incentive awards are designed to align NEO compensation with the long-term results of the Company and to align NEO pay with the interests of our stockholders, as follows:\n\n•Award values are granted in a balanced mix of performance-based equity awards and time-based equity awards.\n\n•Performance-based equity awards are intended to encourage our NEOs to focus on sustaining our long-term performance, thus minimizing the risk of our NEOs focusing on short-term gains at the expense of our long-term performance.\n\n•Time-based equity awards are intended to promote retention, encourage long-term performance to maximize our share value and dividends paid to our stockholders, and promote an ownership mentality by our NEOs.\n\nLong-term incentive awards for each NEO are determined at the sole discretion of the Compensation Committee based on a review of competitive market data, internal pay considerations and Company performance. The 2025 grant date value approved by the Compensation Committee for each NEO was granted 50% in the form of performance-based equity awards and 50% in the form of time-based equity awards as follows:\n\nName\n\n2025 Performance-Based\n\nEquity Award Value\n\n2025 Time-Based\n\nEquity Award Value\n\nMichael A. Seton\n$1,137,500$1,137,500\n\nKay C. Neely\n$550,000$550,000\n\nChristopher K. Flouhouse(1)\n$412,500$412,500\n\n1.Mr. Flouhouse's employment with the Company ended effective October 15, 2025.\n\nThe 2025 time-based equity awards were granted in restricted stock awards of common stock of the Company that vest ratably over a four-year period, subject to continued employment through the vesting date (“Time-Based RCS”) and will be subject to the terms of the Restricted Share Plan and the award agreement.\n\nThe 2025 performance-based equity awards were approved in deferred stock unit awards that may be earned and vest based on achievement of the Company's total shareholder return (“TSR”) relative to the MSCI US REIT Index and a Healthcare REIT Peer Group, as defined by the Compensation Committee, over a three-year performance period, subject to continued employment through the applicable vesting date (“Performance-Based DSUs”). Performance-Based DSUs awarded to our NEOs represent a contingent right to receive shares of common stock at a future settlement date, subject to satisfaction of applicable vesting conditions, attainment of specified performance metrics, and/or other restrictions, as set forth in the Restricted Share Plan and the award agreement. The number of 2025 Performance-Based DSUs that may ultimately become\n\n11\n\nearned and vested will be determined based on the following performance metrics (and weighting of each metric) following the conclusion of the performance period on December 31, 2027, at the following levels:\n\nPerformance-Based DSUs\n\nThreshold\n\nTarget\n\nMaximum\n\nTSR Relative to the MSCI US REIT Index (50% weighting)\n50%100%200%\n\nTSR Relative to the Healthcare Peer Group (50% weighting)\n\n50%\n\n100%\n200%\n\nNo Performance-Based DSUs will vest if the Company’s TSR relative to the MSCI US REIT Index and the Healthcare REIT Peer Group is below the threshold performance goal. The vesting percentage will be calculated using straight-line interpolation if performance falls in between the threshold and target performance goals or between the target and maximum performance goals. The target for relative TSR was established by the Compensation Committee at the time of the award.\n\n2023-2025 Performance-Based DSUs Performance & Payouts\n\nAs previously discussed in our 2024 proxy statement, the Performance-Based DSUs granted in 2023 were to be earned and vested, if at all, in an amount between 0% and 150% of the target amount based on average Same Store Cash NOI over a three-year period. In February 2026, the Compensation Committee determined that performance was between target and maximum for the three-year average Same Store Cash NOI performance goals established for the January 1, 2023 – December 31, 2025 performance period. As a result, each NEO received a total payout of approximately 122% of the target amount. Average Same Store Cash NOI growth was as follows:\n\n2023-2025 Performance-Based DSUs\n\nThreshold\nTargetMaximum\nActual\n\n3-Year Average Same Store Cash NOI Growth(1)(2)\n0.35%0.70%1.06%0.86%\n\n1.Non-GAAP financial measure. For definitions of non-GAAP financial measures, see \"Non-GAAP Measures.\"\n\n2.Goals are subject to adjustment based on unbudgeted disposition activity.\n\nEquity Grant Practices\n\nAt the beginning of the first fiscal quarter, or the end of the preceding fiscal quarter, the Compensation Committee typically approves grants of time-based awards and, during the first fiscal quarter, the Compensation Committee certifies achievement of the prior year’s performance criteria for performance-based awards. In special circumstances, including the hiring or promotion of an individual or where the Compensation Committee determines it is in the best interest of the Company, the Compensation Committee may approve grants of equity awards at other times. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of an award and the Compensation Committee has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.\n\nDuring 2025, none of our NEOs were awarded stock options.\n\nClawback Policy\n\nIn 2024, the Board adopted the Sila Realty Trust, Inc. Clawback Policy (the “Clawback Policy”) in compliance with NYSE rules. Our Clawback Policy applies to all incentive-based compensation awarded to current and former executive officers. Accordingly, in the event of a restatement of our financial statements because of material noncompliance with financial reporting requirements under federal securities laws, the Board will, if determined appropriate, recover from current and former executives any erroneously awarded incentive-based compensation paid for any applicable performance periods. Our Clawback Policy was included as an exhibit to our Original Form 10-K.\n\nRetirement Savings Opportunities\n\nAll eligible full-time employees, including our NEOs, and all part-time employees working at least 20 hours per week, are able to participate in our 401(k) retirement savings plan, (the \"401(k) Plan\"). We provide the 401(k) Plan to allow our employees to save a portion of their cash compensation for retirement in a tax-efficient manner. Under the 401(k) Plan, employees are eligible to defer a portion of their base salary, and we currently make a matching contribution of up to 6% of each participant’s annual base salary, determined by the individual’s contribution and as restricted by the statutory limit.\n\n12\n\nHealth and Welfare Benefits\n\nWe provide to all full-time employees, including our NEOs, and part-time employees working at least 30 hours per week, a competitive benefits package, which includes medical, vision, dental, short- and long-term disability insurance, and life insurance plans.\n\nTax Considerations\n\nAlthough the Compensation Committee intends to consider the impact of Section 162(m) in structuring compensation programs, it expects its primary focus to continue to be on creating programs that address the needs and objectives of the Company regardless of the impact of Section 162(m). As a result, the Compensation Committee may make awards and structure programs that are non-deductible under Section 162(m).\n\nNon-GAAP Financial Measures\n\nThis Amendment includes certain financial performance measures not defined by United States generally accepted accounting principles (\"GAAP\"). 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 the non-GAAP financial measures we disclose 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, (\"FFO\"), Core Funds From Operations, (\"Core FFO\"), AFFO, Earnings Before Interest, Taxes, Depreciation and Amortization, (\"EBITDA\"), EBITDA for Real Estate, (\"EBITDAre\"), Net Debt, as well as ratios derived from the foregoing. Our definitions of these non-GAAP financial measures may not be the same as similar measures reported by other REITs.\n\nThese non-GAAP financial measures should not be considered as alternatives to net income attributable to common stockholders (determined in accordance with GAAP) as indicators of our financial performance, as alternatives to cash flows from operating activities (determined in accordance with GAAP), or as measures of our liquidity, nor are these measures necessarily indicative of sufficient cash flows to fund all of our needs.\n\nFFO\n\nFFO is calculated consistent with the National Association of Real Estate Investment Trusts (\"Nareit's\") definition, as net income (calculated in accordance with GAAP), excluding gains and losses from sales of real estate assets, impairment of real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, and depreciation and amortization of real estate assets. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect FFO on the same basis. We do not have any investments in unconsolidated partnerships or joint ventures. It should be noted, however, that other REITs may not define FFO in accordance with the current Nareit definition or may interpret the current Nareit definition differently than the Company does, making comparisons less meaningful.\n\nCore FFO\n\nThe Company calculates 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 its operating performance on an ongoing basis, items that affect comparability to prior periods and/or items that are not related to its core real estate operations. Excluded items 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), loss on extinguishment of debt, changes in the current expected credit loss reserve and demolition costs. Other REITs may use different methodologies for calculating Core FFO and, accordingly, the Company’s Core FFO may not be comparable to other REITs.\n\nAFFO\n\nThe Company calculates AFFO by further adjusting Core FFO for the following items: deferred rent, current period straight-line rent adjustments, amortization of deferred financing costs, amortization of fees on our real estate related notes receivable, and stock-based compensation. Other REITs may use different methodologies for calculating AFFO and, accordingly, the Company’s AFFO may not be comparable to other REITs.\n\nFFO, Core FFO and AFFO should not be considered to be more relevant or accurate than the GAAP methodology in calculating net income or in its applicability in evaluating the Company's operational performance. The method used to evaluate the value and performance of real estate under GAAP should be considered a more relevant measure of operating performance and more prominent than the non-GAAP FFO, Core FFO and AFFO measures and the adjustments to GAAP in calculating FFO, Core FFO and AFFO.\n\nNet Debt\n\n13\n\nThe Company defines net debt as principal debt outstanding less cash and cash equivalents.\n\nEBITDA and EBITDAre\n\nEBITDA and EBITDAre are defined as net income or loss, calculated in accordance with GAAP, adjusted for interest expense, income tax expense (benefit), depreciation and amortization. EBITDAre also includes adjustments for impairments of real estate assets, losses from the disposition of properties, and gains from the disposition of properties. EBITDAre is a definition promulgated by Nareit. Further, the EBITDAre used herein is annualized by taking the current month amount, removing lease termination income and items that are not a result of normal operations, and multiplying by twelve months.\n\nNOI\n\nThe Company defines net operating income or loss (\"NOI\"), a non-GAAP financial measure, as rental revenue, less rental expenses, on an accrual basis.\n\nSame Store Properties\n\nIn order to evaluate the overall portfolio, management analyzes the NOI of same store properties. The Company defines \"same store properties\" as properties that were owned and operated for the entirety of both calendar periods being compared and excludes properties under development, re-development, or classified as held for sale.\n\nCash NOI\n\nThe Company defines Cash NOI as NOI for its properties excluding the impact of GAAP adjustments to rental revenue and rental expenses, consisting of straight-line rent adjustments, net of write-offs, amortization of above- and below-market lease intangibles (including ground leases) and internal property management fees, then including deferred rent received in cash. Cash NOI is used to evaluate the cash-based performance of the Company’s real estate portfolio. Same store Cash NOI is calculated to exclude non-same store Cash NOI. Other real estate companies may use different methodologies for calculating Cash NOI and, accordingly, the Company’s Cash NOI may not be comparable to other real estate companies.\n\nSummary Compensation Table\n\nThe table below summarizes the compensation of our NEOs for the fiscal years ended December 31, 2025, 2024 and 2023:\n\nName and Principal Position\nYearSalary\n($)\nStock\n\nAwards\n\n($)(1)\n\nNon-Equity\n\nIncentive Plan\n\nCompensation ($)(2)\nAll Other\nCompensation ($)\nTotal\n\nCompensation ($)(3)\n\nMichael A. Seton\n\nChief Executive Officer\n\n2025\n$825,000 $2,573,923 $1,823,766 $379,386 \n(4)\n$5,602,075 \n\n2024\n$825,000 $2,275,000 $1,949,063 $461,392 $5,510,455 \n\n2023\n$800,000 $2,275,000 $1,728,000 $698,420 $5,501,420 \n\nKay C. Neely\n\nChief Financial Officer\n\n2025\n$525,000 $1,244,538 $849,844 $181,071 \n(5)\n$2,800,453 \n\n2024\n$525,000 $1,100,000 $918,750 $214,948 $2,758,698 \n\n2023\n$470,000 $975,000 $712,344 $296,884 $2,454,228 \n\nChristopher K. Flouhouse\n\nChief Investment Officer(6)\n\n2025\n$376,042 $933,376 $— $48,822 \n(7)\n$1,358,240 \n\n2024\n$311,269 $1,040,984 $310,178 $23,523 $1,685,954 \n\n1.Represents long-term incentive awards. The amounts in this column represent the aggregate grant date fair value in accordance with FASB ASC 718. The assumptions used in determining the grant date fair value are set forth in Note 16 to the Consolidated Financial Statements in our Original Report. The threshold, target and maximum payout amounts for the Performance-Based DSUs granted to our NEOs during 2025 are shown in the \"Grants of Plan-Based Awards\" table below.\n\n2.Represents the annual cash bonus awards under the Annual Incentive Program paid to the NEOs with respect to the applicable year. See \"Annual Incentive Program” for further discussion. The threshold, target and maximum payout amounts for each NEO's Annual Incentive Program payout opportunity for 2025 are shown in the \"Grants of Plan-Based Awards\" table below.\n\n3.The dollar value in this column for each NEO represents the sum of all compensation reflected in the previous columns.\n\n4.Represents $21,000 in Company 401(k) match, $161,362 in dividends on unvested restricted common stock and $197,024 in accrued dividend equivalents paid on Performance-Based DSUs that have been earned and vested for the performance\n\n14\n\nperiod ending December 31, 2025, based on the achievement of certain performance criteria established on January 1, 2023.\n\n5.Represents $21,000 in Company 401(k) match, $75,634 in dividends on unvested restricted common stock and $84,437 in accrued dividend equivalents paid on Performance-Based DSUs that have been earned and vested for the performance period ending December 31, 2025, based on the achievement of certain performance criteria established on January 1, 2023.\n\n6.Mr. Flouhouse's employment with the Company ended effective October 15, 2025. In connection with his departure from the Company, Mr. Flouhouse forfeited all outstanding Time-Based RCS and unvested Performance-Based DSUs.\n\n7.Represents $48,822 in dividends on unvested restricted common stock.\n\nGrants of Plan-Based Awards\n\nThe table below sets forth information with respect to plan-based awards in 2025 to our NEOs:\n\nNameType of Award\nGrant Date\n\nEstimated Future Payouts\n\nUnder Non-Equity Incentive Plan Awards\nEstimated Future Payouts\nUnder Equity Incentive Plan\nAwardsAll Other\nStock\nAwards:\nGrant\n\nDate Fair\n\nValue of\n\nAwards(1)\n\n($)\n\nThreshold\n($)Target\n($)Maximum\n($)Threshold\n(#)Target\n(#)Maximum\n(#)Number\nof Shares\nof Stock\n(#)\n\nMichael A. SetonAnnual IncentiveJanuary 1, 2025$556,875$1,113,750$1,949,063————$— \n\nTime-Based RCS(2)\nJanuary 2, 2025——————47,415$1,137,486 \n\nPerformance-Based DSUs(3)\nJanuary 2, 2025———23,70747,41594,830—$1,436,437 \n\nKay C. NeelyAnnual IncentiveJanuary 1, 2025$262,500 $525,000$918,750————$— \n\nTime-Based RCS(2)\nJanuary 2, 2025——————22,926$549,995 \n\nPerformance-Based DSUs(3)\nJanuary 2, 2025———11,46322,92645,852—$694,543 \n\nChristopher K. Flouhouse\n\nAnnual Incentive(4)\nJanuary 1, 2025$237,500$475,000$831,250————$— \n\nTime-Based RCS(5)\nJanuary 2, 2025——————17,194$412,484 \n\nPerformance-Based DSUs(3)(6)\nJanuary 2, 2025———8,59717,19434,388—$520,892 \n\n1.The amounts shown in this column represent the grant date fair value for the long-term incentive awards granted to our NEOs during the covered year calculated in accordance with ASC 718. The assumptions used in determining the grant date fair value are set forth in Note 16 to the Consolidated Financial Statements in our Original Form 10-K for the year ended December 31, 2025.\n\n2.Consists of time-based restricted common stock, which, subject to the NEOs continuous employment through the applicable vesting dates, with certain exceptions, will vest ratably over a four-year period ending January 2, 2029. The awards were granted under and subject to the terms of the Restricted Share Plan and an award agreement.\n\n3.Consists of Performance-Based DSUs. See \"Performance-Based DSUs\" above for a further description of the vesting terms for these awards.\n\n4.Mr. Flouhouse did not receive an annual incentive award due to the end of his employment with the Company effective October 15, 2025.\n\n5.In connection with the end of his employment with the Company effective October 15, 2025, Mr. Flouhouse forfeited his time-based restricted common stock.\n\n6.In connection with the end of his employment with the Company effective October 15, 2025, Mr. Flouhouse forfeited his Performance-Based DSUs.\n\n15\n\nOutstanding Equity Awards at Fiscal Year-End\n\nThe table below sets forth information with respect to outstanding equity awards held by our NEOs as of December 31, 2025:\n\nStock Awards\n\nName\nNumber of Shares or Units of Stock That Have Not Vested (#)(1)\n\nMarket Value of\n\nShares or Units of\n\nStock That Have Not Vested ($)(2)\nEquity Incentive Plan\nAwards: Number of\nUnearned Shares,\nUnits or Other Rights\nThat Have Not Vested\nEquity Incentive Plan\n\nAwards: Market or\n\nPayout Value of\n\nUnearned Shares,\n\nUnits or Other Rights\n\nThat Have Not Vested(2)\n\nMichael A. Seton100,851 $2,350,837 57,027 \n(3)\n$1,329,299 \n\n59,268 \n(4)\n$1,381,537 \n\nKay C. Neely47,271 $1,101,887 27,573 \n(3)\n$642,727 \n\n28,657 \n(4)\n$667,995 \n\nChristopher K. Flouhouse(5)\n— $— — $— \n\n1.These represent Time-Based RCS, which, subject to the NEO's continuous employment through the applicable vesting dates, with certain exceptions, vest as follows:\n\nMr. Seton (#)Ms. Neely (#)Vesting Dates\n\n7,623 3,144 100% on January 3, 2026\n\n17,299 7,414 50% per year on January 1, 2026 and 2027\n\n28,514 13,787 33 1/3% per year on January 1, 2026, 2027, and 2028\n\n47,415 22,926 25% per year on January 2, 2026, 2027, 2028 and 2029\n\n2.The market value of shares of stock or units that have not yet vested as reported in the table above was determined by multiplying the number of shares of stock or units by $23.31, the closing price of our common stock on December 31, 2025. The actual value realized by the NEO 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.\n\n3.In calculating the number of Performance-Based DSUs and their value, we are required by SEC rules to compare the Company's performance through 2025 for each outstanding Performance-Based DSU against the threshold, target and maximum performance levels for the grants and report the applicable potential payout amount. If our performance is between levels, we are required to report the potential payout at the next highest level. For example, if the previous fiscal year’s performance exceeded target, even if it is by a small amount and even if it is highly unlikely that we will pay the maximum amount, we are required by SEC rules to report the awards using the maximum potential payouts. The Performance-Based DSUs reported in this column represent maximum payout under our 2024 Annual Incentive Program based on average three-year same store cash NOI growth during 2024 through 2026, and represents the results through the year ended December 31, 2025. Subject to the NEO's continuous employment through the applicable vesting dates, with certain exceptions, the Performance-Based DSUs, if any, will be issued following the performance period end date of December 31, 2026.\n\n4.In calculating the number of Performance-Based DSUs and their value, we are required by SEC rules to compare the Company's performance through 2025 for each outstanding Performance-Based DSU against the threshold, target and maximum performance levels for the grants and report the applicable potential payout amount. If our performance is between performance levels, we are required to report the potential payout at the next highest level. For example, if the previous fiscal year’s performance exceeded target, even if it is by a small amount and even if it is highly unlikely that we will pay the maximum amount, we are required by SEC rules to report the awards using the maximum potential payouts. The Performance-Based DSUs reported in this column represents (i) maximum payout under our 2025 Annual Incentive Program for awards based on TSR relative to the MSCI US REIT Index during 2025 through 2027 and (ii) threshold payout under our 2025 Annual Incentive Program for awards based on TSR relative to the Healthcare REIT Peer Group during 2025 through 2027, and represents the results through the year ended December 31, 2025. Subject to the NEO's continuous employment through the applicable vesting dates, with certain exceptions, the Performance-Based DSUs, if any, will be issued following the performance period end date of December 31, 2027.\n\n5.In connection with his departure from the Company on October 15, 2025, Mr. Flouhouse forfeited all outstanding Time-Based RCS and unvested Performance-Based DSUs.\n\n16\n\nOption Exercises and Stock Vested\n\nOur NEOs do not have any options outstanding and did not exercise any options in 2025. The following table sets forth information about the vesting of the equity awards held by each of our NEOs during the year ended December 31, 2025:\n\nStock Awards(1)\n\nNameNumber of Shares Acquired on Vesting (#)\nValue Realized on Vesting ($)(2)\n\nMichael A. Seton74,487 $1,801,692 \n\nKay C. Neely 32,066 $775,785 \n\nChristopher K. Flouhouse2,260 $54,217 \n\n1.If an NEO used share withholding to satisfy the tax obligations with respect to the vesting of equity awards, the number of shares acquired and the value realized were less than the amounts shown.\n\n2.The value realized on vesting is calculated as the closing share price of our common stock on the applicable vesting date multiplied by the number of shares that vested on such date.\n\nPotential Payments Upon Termination or Change in Control\n\nThe table below reflects the amount of compensation that each of our NEOs would be entitled to receive under the Employment Agreements with Mr. Seton, Ms. Neely and Mr. Flouhouse, collectively (the “Employment Agreements”), assuming that such termination was effective as of December 31, 2025. The following amounts are only estimates of the amounts that would be paid out to each NEO upon termination of his or her employment. The actual amounts to be paid out can only be determined at the time of such executive’s separation from the Company. In the event of a termination by the Company for Cause, or by the executive without Good Reason (each as defined in the Employment Agreements and discussed below), including in connection with a change in control, such executive would not be entitled to any of the amounts reflected in the table and would only be entitled to the standard termination benefits provided under his or her Employment Agreement. See “—Employment Agreements” for further details. Mr. Flouhouse would not have been entitled to any compensation upon a December 31, 2025 termination because his employment with the Company ended effective October 15, 2025.\n\n Termination Without\nCause, Voluntary\nTermination for Good\nReason or Termination\nFollowing Non-Renewal by the Company\n(No Change in Control)Termination Without\nCause, Voluntary\nTermination for Good\nReason or Termination\nFollowing Non-Renewal by the Company\n(Change in Control)DeathDisability\n\nMichael A. Seton    \n\nCash Severance Payment $4,991,250$6,930,000$1,113,750$1,526,250\n\nMedical/Welfare Benefits$28,124$28,124$28,124$28,124\n\nEquity-Award Acceleration(1)\n$3,439,395$4,612,892$4,534,650$3,773,325\n\nTotal$8,458,769$11,571,016$5,676,524$5,327,699\n\nKay C. Neely\n\nCash Severance Payment$2,100,000$2,625,000$525,000$787,500\n\nMedical/Welfare Benefits$28,124$28,124$28,124$28,124\n\nEquity-Award Acceleration(1)\n$1,628,212$2,195,604$2,157,790$1,789,670\n\nTotal$3,756,336$4,848,728$2,710,914$2,605,294\n\n1.Represents (i) all unvested Time-Based RCS as of December 31, 2025, (ii) unvested 2024 Performance-Based DSUs and associated accrued dividends outstanding as of December 31, 2025, that are eligible for acceleration under the terms of the Employment Agreements, and (iii) unvested 2025 Performance-Based DSUs and associated accrued dividends outstanding as of December 31, 2025, that are eligible for acceleration under the terms of the Employment Agreements. In the event of no change in control or disability, the performance period for the 2025 Performance-Based DSUs would remain December 31, 2027 and the number of shares earned would be calculated at the end of the performance period\n\n17\n\nafter the application of a partial service factor. As a result, we have included unvested 2025 Performance-Based DSUs and associated accrued dividends assuming actual performance as of December 31, 2025.\n\nEmployment Agreements\n\nOn July 28, 2020, Mr. Seton and Ms. Neely entered into Employment Agreements setting forth the terms upon which they would serve as Chief Executive Officer and Chief Financial Officer, respectively. The Employment Agreements with Mr. Seton and Ms. Neely were subsequently amended on June 17, 2022. On November 7, 2024, Mr. Flouhouse entered into an Employment Agreement setting forth the terms upon which he would serve as Chief Investment Officer.\n\nSeton Employment Agreement\n\nPursuant to the terms of Mr. Seton’s Employment Agreement, as amended, Mr. Seton is entitled to, among other things:\n\n•an annual base salary of not less than $800,000;\n\n•an annual cash bonus with a target amount of at least 135% of his annual base salary, based on criteria and goals established by the Board or one of its committees, (the \"Seton Target Annual Bonus\");\n\n•participate in all employee benefit programs made available to our employees generally from time to time and to receive certain other perquisites; and\n\n•payments and benefits upon termination of employment without “cause” or by Mr. Seton with “good reason”, or non-renewal of the Employment Agreement, and with an execution of a release of claims as follows: (1) a lump sum cash payment equal to a multiple of two (if the termination does not occur within 12 months after a change in control) or three (if the termination occurs within 12 months after a change in control) of the sum of his then-current base salary and the Seton Target Annual Bonus; (2) a pro-rated annual bonus for the year of termination; (3) vesting of all outstanding equity-based awards that are subject solely to time-based vesting conditions and vesting of equity-based awards subject to performance-based vesting conditions in accordance with applicable award agreements; and (4) if Mr. Seton elects continuation of coverage under our group health plan, continuation of subsidized health care coverage on the same terms as in effect at the time of termination for 18 months or, if earlier, until Mr. Seton becomes eligible for health care coverage from another employer or eligibility for continuation of coverage under any group health plan ends.\n\nMr. Seton’s Employment Agreement provides that for the 24-month period following a termination of employment for any reason, Mr. Seton will not solicit our employees or exclusive consultants or independent contractors and will not solicit our customers or, in the case of a termination of employment where severance is provided pursuant to the terms of the Employment Agreement, compete with us. The Employment Agreement also contains covenants relating to the treatment of confidential information and intellectual property matters and restrictions on the ability of Mr. Seton on the one hand and the Company on the other hand to disparage the other.\n\nNeely Employment Agreement\n\nPursuant to the terms of Ms. Neely’s Employment Agreement, as amended, Ms. Neely is entitled to, among other things:\n\n•an annual base salary of not less than $450,000;\n\n•an annual cash bonus with a target amount of at least 100% of her annual base salary, based on criteria and goals established by the Board or one of its committees, (the \"Neely Target Annual Bonus\");\n\n•participate in all employee benefit programs made available to our employees generally from time to time and to receive certain other perquisites; and\n\n•payments and benefits upon termination of employment without “cause” or by Ms. Neely with “good reason”, or non-renewal of the Employment Agreement, and with an execution of a release of claims as follows: (1) a lump sum cash payment equal to a multiple of one and one half (if the termination does not occur within 12 months after a change in control) or two (if the termination occurs within 12 months after a change in control) of the sum of her then-current base salary and the Neely Target Annual Bonus; (2) a pro-rated annual bonus for the year of termination; (3) vesting of all outstanding equity-based awards that are subject solely to time-based vesting conditions and vesting of equity-based awards that are subject to performance-based vesting conditions in accordance with applicable award agreements; and (4) if Ms. Neely elects continuation of coverage under our group health plan, continuation of subsidized health care coverage on the same terms as in effect at the time of termination for 18 months or, if earlier, until Ms. Neely becomes eligible for health care coverage from another employer or eligibility for continuation of coverage under any group health plan ends.\n\nMs. Neely’s Employment Agreement provides that for the 12-month period following a termination of employment for any reason, Ms. Neely will not solicit our employees or exclusive consultants or independent contractors and will not solicit our customers or, in the case of a termination of employment where severance is provided pursuant to the terms of the Employment\n\n18\n\nAgreement, compete with us. The Employment Agreement also contains covenants relating to the treatment of confidential information and intellectual property matters and restrictions on the ability of Ms. Neely on the one hand and the Company on the other hand to disparage the other.\n\nFlouhouse Employment Agreement\n\nPursuant to the terms of Mr. Flouhouse's Employment Agreement, upon his separation with the Company on October 15, 2025, Mr. Flouhouse forfeited his unvested Time-Based RCS and Performance-Based DSUs.\n\nMr. Flouhouse’s Employment Agreement provides that for the 18-month period following a termination of employment for any reason, Mr. Flouhouse will not solicit our employees or exclusive consultants or independent contractors and will not solicit our customers or compete with us. The Employment Agreement also contains covenants relating to the treatment of confidential information and intellectual property matters and restrictions on the ability of Mr. Flouhouse on the one hand and the Company on the other hand to disparage the other.\n\nCEO Pay Ratio\n\nPursuant to the rules adopted by the SEC under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Company is required to disclose the ratio of the annual total compensation for its CEO to the median annual total compensation for its employees other than the CEO. The Company identified the median employee by examining its payroll records for 2025 for all individuals other than the CEO that were employed by the Company at December 31, 2025. Compensation for employees that began employment during the year was annualized based on rate of pay (whether salary or hourly) applied to a full year.\n\nAs of December 31, 2025, the Company had 47 employees. These employees are all located within the United States and are comprised of Company officers, accountants, information technology staff, acquisition staff, asset management, property management and employees with various other roles and responsibilities. At December 31, 2025, the Company identified its median employee as one making $140,097 per year. For 2025, the Company's CEO, Mr. Seton, had an annual total compensation of $5,602,075. This amount is comprised of several components, as reflected in the Summary Compensation Table. Additional information concerning Mr. Seton’s total compensation is provided in the “Compensation Discussion and Analysis” section. The ratio of the CEO compensation to median employee pay at December 31, 2025, was 40:1.\n\nCompensation Committee Interlocks and Insider Participation\n\nNo executive officer of the Company has served as a director or member of the Compensation Committee (or other committee serving an equivalent function, or in the absence of any such committee, the Board) of any other entity that has one of its executive officers serving or having served as a member of the Board or Compensation Committee.\n\nCompensation Committee Report\n\nThe Compensation Committee (the \"Compensation Committee\") of the Board of Directors (the \"Board\") of Sila Realty Trust, Inc., a Maryland corporation (the \"Company\"), has reviewed and discussed with management the Compensation Discussion and Analysis included in this Amendment. Based on its review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Amendment and incorporated by reference into the Company's Original Form 10-K.\n\nBy the Compensation Committee of the Board:\n\nAdrienne Kirby (Chair)\n\nVerett Mims\n\nRoger Pratt"}