Sila Realty Trust, Inc.SILA
Sila Realty Trust, Inc. Stock Compensation Disclosure
Stock-based Compensation
On March 6, 2020, the Board approved the A&R Incentive Plan pursuant to which the Company has the authority and power to grant awards of restricted shares of its Common Stock to its directors, executive officers, and employees.
On April 2, 2025, the Board adopted the A&R Incentive Plan. The Company’s stockholders approved the A&R Incentive Plan on May 21, 2025, which, among other things, increased the number of shares authorized for issuance by 1,000,000 shares to 2,250,000 shares.
As of December 31, 2025, there were 1,442,000 shares of Common Stock available for grant under the A&R Incentive Plan. Awards made under the A&R Incentive Plan are subject to certain limited exceptions, restricted stock may not be sold, assigned, transferred, pledged, encumbered, hypothecated or otherwise disposed of and is subject to forfeiture within the vesting period.
During the year ended December 31, 2025, the Company granted time-based awards to its executive officers and certain employees, consisting of 92,543 restricted shares of Common Stock, net of forfeitures, or the Time-Based 2025 Awards. The Time-Based 2025 Awards will vest 25% annually following the grant date, subject to each executive’s and employee’s employment through the applicable vesting dates, with certain exceptions. As of December 31, 2025, there was $1,713,000 of total unrecognized stock-based compensation expense related to these awards, which will be recognized over the vesting period.
Additionally, during the year ended December 31, 2025, the Company’s compensation committee granted Performance DSUs to its executive officers, or the Performance-Based 2025 Awards. The Performance-Based 2025 Awards will be
measured based on the Company’s market performance over a three-year performance period ending on December 31, 2027. Subject to each executive’s continuous employment through the applicable vesting dates, with certain exceptions, the Performance-Based 2025 Awards, if any, will be issued following the performance period end date. Market-based awards are valued as of the grant date utilizing a Monte Carlo simulation model that assesses the probability of satisfying certain market-based thresholds over a three-year performance period. The number of shares of Common Stock that vest is based on the Company’s total shareholder return, or TSR, relative to that of the MSCI US REIT Index and a Healthcare REIT Peer Group on a percentile basis. As of December 31, 2025, there was $1,421,000 of total unrecognized stock-based compensation expense related to these awards, which will be recognized over the vesting period.
The Time-Based 2025 Awards and the Performance-Based 2025 Awards, or collectively, the 2025 Awards, were granted under and are subject to the terms of the A&R Incentive Plan and award agreements.
During the year ended December 31, 2025, the Company granted an aggregate of 21,300 shares of restricted Common Stock to the Company’s five independent directors in connection with their annual compensation. Each independent director received 4,260 shares of restricted Common Stock that will vest on the date of the Company’s next annual meeting of shareholders, subject to the directors continued service through such vesting date. These awards were granted under and subject to the terms of the A&R Incentive Plan and an award agreement. As of December 31, 2025, there was $227,000 of total unrecognized stock-based compensation expense related to these awards, which will be recognized over the vesting period.
The Company recognized total stock-based compensation expense of $4,815,000, $5,850,000 and $6,284,000 for the years ended December 31, 2025, 2024 and 2023, respectively. The Company recognized accelerated stock-based compensation expense of $19,000, $936,000 and $318,000 for the years ended December 31, 2025, 2024 and 2023, respectively, primarily as a result of the acceleration of award agreements and the acceleration of awards pursuant to severance agreements with departed executive officers. Stock-based compensation expense is reported in general and administrative expenses in the accompanying consolidated statements of comprehensive income, and forfeitures are recorded as they occur.
The total fair value of shares that vested under the A&R Incentive Plan was $3,776,000, $9,642,000 and $1,335,000 for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025 and 2024, there was $6,098,000 and $7,113,000, respectively, of total unrecognized compensation expense related to shares of the Company’s restricted Common Stock and Performance DSUs. This expense is expected to be recognized over a remaining weighted average period of 2.03 years. This expected expense does not include the impact of any future stock-based compensation awards.
The following table summarizes the activity on restricted Common Stock and Performance DSUs for the year ended December 31, 2025:
| Shares | Weighted-Average Grant-Date Fair Value Per Share(1) | |||||||||||||
Nonvested at December 31, 2024 | 388,767 | $ | 20.99 | |||||||||||
| Granted | 219,358 | 26.61 | ||||||||||||
Vested(2) | (155,161) | 20.86 | ||||||||||||
| Forfeited | (93,846) | 24.73 | ||||||||||||
Adjustment to Performance DSUs(3) | 19,771 | 30.37 | ||||||||||||
Nonvested at December 31, 2025 | 378,889 | $ | 25.65 | |||||||||||
(1)The weighted-average grant-date fair value only relates to shares granted after the Company’s listing on the NYSE as applicable. Shares granted prior to the Listing are not incorporated in the weighted-average calculation as the Company did not have publicly traded shares.
(2)Shares vested during the year ended December 31, 2025, include 60,344 Performance DSUs that vested but have not yet been issued.
(3)Represents the change in Performance DSUs estimated to be issued based on the terms of the respective Performance DSUs granted and the Company’s performance through December 31, 2025.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 25, 2026 | Showing above |
| 2024 | Mar 3, 2025 | |
| 2023 | Mar 6, 2024 | |
| 2022 | Mar 16, 2023 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.