LXP Industrial Trust Merger Agreement and Bylaw Amendment

LXP Industrial Trust (the Company) has entered into an Agreement and Plan of Merger with Leopard REIT LLC (Parent) and Leopard Merger Sub LLC (Merger Sub). The agreement outlines the terms of a merger whereby the Company will merge with Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of Parent. Common shares will be converted to cash at $61.20 per share, and Series C Preferred Shares will be converted into Surviving Entity Series C Preferred Units. The merger agreement includes a go-shop period allowing the Company to solicit competing proposals until August 28, 2026, with specific provisions for 'Excluded Parties' submitting superior proposals. The Company's board has unanimously approved the merger and recommended it to shareholders. Closing conditions include shareholder approval and regulatory consents, but not a financing condition. The agreement also details termination clauses and associated fees, with a potential termination fee of $54,122,768 if terminated to accept a superior proposal from an Excluded Party, or $108,245,537 in other specified circumstances. Parent may be subject to a $288,654,765 termination payment under certain conditions. The Company's regular quarterly dividends are suspended during the merger process, except those necessary to maintain REIT status. Additionally, the Company's bylaws were amended to designate exclusive forums for legal proceedings. The filing also contains cautionary statements regarding forward-looking statements and risk factors.