What Happened to Carter Validus Mission Critical REIT? One $10 Share, From 2011 to Blue Owl's $30.38 Cash in 2026

Two Carter Validus REITs, one ending

Carter Validus sponsored two public non-traded REITs that bought “mission critical” real estate, meaning data centers and hospitals and other healthcare buildings. Most search results blur them together. They had different offerings, different payouts and, until 2019, different shareholders:

This page follows the money of a REIT I holder, with a shorter section for people who bought REIT II directly. For how Sila ran as a listed company between June 2024 and July 2026, see our Sila Realty Trust review.

2011-2017: $0.70 a year on a $10 share

REIT I paid $0.63 a share in 2011 (a partial year) and $0.70 a share in every year from 2012 through 2017, a 7.0% rate on the $10 price. By the end of 2017 it had declared $509,989,000 of distributions since inception, $268,477,000 of which went back into new shares through the reinvestment plan. The board's estimated value stayed close to the purchase price: $10.05 as of September 30, 2015, $10.02 as of September 30, 2016.

Part of that $0.70 was not income. The 10-Ks classify 53.31% of 2015 distributions and 51.35% of 2016 distributions as nontaxable, which for tax purposes is a return of your own capital and lowers your cost basis. All of 2017's distributions were classified as capital gain distributions, the year the data-center sales began.

2017-2018: the data centers go, and $3.00 comes back

The first big event for REIT I holders was not the merger. It was a sale of most of the portfolio that people still call “the data center sale.”

The January 22, 2018 8-K shows where the money went: about $515.5 million to repay property and corporate debt, $81.5 million to the joint-venture partners in one Atlanta data center, $101.0 million kept, and $560.0 million paid out as a special distribution of $3.00 a share to holders of record on February 15, 2018, paid on or about March 15, 2018. The board said it also weighed the “preservation of optionality for future potential liquidity events, including a sale of the Company or substantially all of its assets, a merger or public listing.”

That special is the reason REIT I's NAV fell off a cliff, and it is not a loss in itself: the board cut the $9.26 NAV by exactly $3.00, to $6.26. The next valuation, as of June 30, 2018, came in at $5.33. The company broke the $3.93 drop from $9.26 into $3.00 for the special, $0.47 of lower property values and $0.46 of other offsets.

The regular payout was reset twice: to $0.001150685 a share per day (6.7% of $6.26, about $0.42 a year, our arithmetic) from March 2018, and to $0.000876712 a day (6.0% of $5.33, about $0.32 a year, our arithmetic) from October 2018 until the merger. Meanwhile the repurchase program hit its 5.0% annual cap in April 2018, and the company said it would not process any further repurchase requests for the rest of 2018.

2019: the merger and the exchange ratio

REIT I and REIT II signed a merger agreement on April 11, 2019. The proxy says the special committees agreed to negotiate a deal “in which the exchange ratio would be based on a $9.25 value for each share of CVREIT II and a $5.33 value for each share of CVREIT with no adjustments.” The result was $1.00 in cash plus 0.4681 REIT II Class A shares per REIT I share, and 0.4681 × $9.25 + $1.00 is $5.33 (our arithmetic): the deal paid REIT I holders their NAV, not a premium to it.

Two details in the documents matter for holders. First, the proxy's own Q&A, “How has my investment performed?”, gives the cumulative-cash math we use below, and in the same paragraph prints the ratio as “0.4861” instead of 0.4681; the merger agreement, the vote 8-K and the closing 8-K all say 0.4681. Second, the day before closing, REIT I and its advisor signed a Third Amendment whose stated purpose was “to rescind the Second Amendment in its entirety”: the April 2019 change under which the advisor would not receive subordinated distributions as a special limited partner did not take effect, and REIT II's advisory agreement was amended instead so that any subordinated fees would be offset by such distributions. REIT II then paid to bring management in-house in September 2020 (it recorded $39,529,000 of goodwill for that internalization), so the question of the advisor's back-end share ended there.

The Class A distribution REIT I holders moved into was also smaller per dollar than the one REIT II holders had been getting. Before the merger REIT II paid Class A holders $0.001802170 a share per day (6.40% on a $10.278 purchase price); from the closing date it paid $0.001369863, or $0.50 a year.

2019-2026: what the 0.4681 REIT II shares did

From October 2019 a former REIT I holder was simply a REIT II Class A shareholder, owning 0.4681 of a share for each old share. What happened to that position:

REIT II's own distributions, which a former REIT I holder received at 0.4681 per old share: $0.50 a year per Class A share from the merger through July 2021, the $1.75 special, $0.40 a year from August 2021, and after the split $1.60 a year per post-split share ($0.40 a quarter) through the last dividend, paid June 4, 2026. The April 19, 2026 merger agreement allowed only “two regular dividends” of up to $0.40 a quarter before closing, so there was no extra payout on the way out.

The buyer, Sunshine Ultimate Parent LLC, “is an affiliate of private real estate funds managed by affiliates of Blue Owl Real Estate Capital LLC” (merger proxy, May 22, 2026). The $30.38 was about a 19.0% premium to SILA's April 17, 2026 close and about 25.6% over its 30-day average, per the proxy. Holders of 34,955,162 shares voted for it and 325,441 against, out of 55,241,098 shares entitled to vote, on June 26, 2026. Two stockholders had filed individual complaints in New York state court over the proxy disclosures (Index Nos. 653296/2026 and 653217/2026); the company's June 17, 2026 8-K describes them, and the merger closed on July 1, 2026. The Form 15 deregistering the stock was filed on July 13, 2026 by the buyer's successor entity and reports one holder of record.

What $10,000 in REIT I became

This is the table the filings let us build. It assumes the investor took every distribution in cash (no reinvestment plan), held Class A shares from the merger to the end, and did not sell into the 2024 tender. The first line is the company's own number; the rest is our arithmetic from the rates in the dataset.

Read the totals with their dates attached. The first-day buyer got about 1.5 times their money back over 15 years, most of it before 2019; the last-day buyer, about 1.29 times over 12 years. The stock leg is where the value leaked: valued at about $4.33 when the merger was proposed (0.4681 x $9.25), it paid $0.82 of special distribution in 2021 and ended as $3.56 of cash in July 2026 (our arithmetic). Investors who reinvested distributions own more shares and have a different total; they should use their own share count.

If you bought REIT II directly

A Class A buyer at the $10.00 initial price in 2014 holds a different trail. REIT II's 10-K reports distributions of $0.64, $0.63, $0.62, $0.63 and $0.58 per share for 2015 through 2019 (figures that blend all share classes), then the Class A rates above, the $1.75 special in 2021, and $7.595 of cash per pre-split share on July 1, 2026 ($30.38 ÷ 4). Added up from 2015, that is about $15.20 per $10 share, before 2014's partial-year payout (our arithmetic; Class T and T2 buyers received less). The last NAV, $7.48, was $29.92 split-adjusted, so the $30.38 cash was about 1.5% above it; against the $40.00 split-adjusted cost of a $10 share, the final price alone was 24.05% lower (our arithmetic). Listing-era trading and the 2024 tender are covered in the Sila review and in our non-traded REIT listing discount study.

What a former holder can do with this

• There is nothing to redeem or sell. REIT I ended in 2019 and Sila's shares were cancelled for cash on July 1, 2026. If you held through a broker, the $30.38 a share should already be in the account; if you held directly with the transfer agent and have not been paid, the paying agent named in the merger documents is the place to ask.
• Your 2026 gain or loss depends on basis, not on $10. The May 2026 proxy says a U.S. holder will “recognize gain or loss” equal to the cash minus the adjusted tax basis. For a REIT I holder that basis started at $10 a share, was reduced by every nontaxable distribution (92.08% of 2018's distributions, the year of the $3.00 special, were nontaxable; 53.31% in 2015, 51.35% in 2016), carried into the 0.4681 REIT II shares in 2019 with an adjustment for the $1.00 of cash (the 2019 proxy says holders recognized gain, but not loss, up to the cash), was reduced again by REIT II's nontaxable distributions (100% of Class A distributions in 2020, 72.09% in 2021) and was then spread over a quarter as many shares in 2024. It can be far below what you paid, which can turn an apparent loss into a gain. Your broker's 1099-B and the issuer's Form 8937 notices are the documents to reconcile; our tax-loss guide covers the basics.
• If you sold in a mini-tender, your number is different. REIT II's board recommended rejecting unsolicited mini-tenders in April 2020 (MacKenzie Realty Capital, for up to 1,000,000 Class A shares) and February 2021 (Comrit Investments 1). Anyone who accepted one left before the 2021 special and the 2026 buyout.
• On the 2026 complaints: they were two individual actions over the proxy disclosures, not a class action that pays holders, and the deal closed. We found no shareholder recovery fund tied to either Carter Validus REIT in the filings.
• You cannot buy back in. The properties now sit with Blue Owl funds; our Blue Owl Real Estate Net Lease Trust review covers Blue Owl's non-traded net-lease REIT, for anyone weighing the new owner's funds.

FAQ

Sources, read on October 6, 2026. Carter Validus Mission Critical REIT, Inc. (CIK 1482974): Forms 10-K for 2014 (accession 0001193125-15-106344), 2017 (0001482974-18-000018) and 2018 (0001482974-19-000014); 8-Ks of November 23, 2015, December 7, 2016, December 14, 20 and 29, 2017, January 22, 2018 (special distribution, 0001482974-18-000011), June 28, July 30, August 16, October 1 (0001482974-18-000081), October 25 and November 27, 2018, and June 27, July 26, August 22, September 26 (vote), September 27 and October 8, 2019 (closing, 0001482974-19-000085); and the merger proxy/prospectus of July 18, 2019 (DEFM14A, 0001193125-19-195843). Sila Realty Trust, Inc., formerly Carter Validus Mission Critical REIT II, Inc. (CIK 1567925): Forms 10-K for 2014, 2019 (0001567925-20-000014), 2021, 2023 and 2025 (0001567925-26-000008); the Q1 2026 10-Q; 8-Ks of October 4 and 29, November 13 and December 19, 2019, February 26, April 29, May 1, June 26, September 24, September 30, December 8 and December 11, 2020, February 4, June 23, July 23, October 27 and December 20, 2021, December 19, 2023, April 8 and May 29, 2024, and April 20, June 17, June 26 and July 1, 2026 (0001140361-26-027203); the final Schedule TO-I amendment of July 24, 2024; the merger proxy of May 22, 2026 (DEFM14A, 0001140361-26-022528); and the Form 15 of July 13, 2026. Per-share conversions, the post-merger distribution sums and the $10,000 table are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.