LXP Industrial Trust disclosed on October 19, 2026, that it is facing legal challenges regarding its pending merger with Leopard REIT LLC. The company filed a Form 8-K with the Securities and Exchange Commission to report the receipt of a shareholder complaint and fourteen demand letters alleging disclosure deficiencies in its proxy materials.
The Merger Agreement, signed on July 19, 2026, provides for LXP Industrial Trust to merge with Leopard Merger Sub LLC. Upon completion, the surviving entity will be wholly owned by Leopard REIT LLC, except for the outstanding Series C Preferred Shares. The company filed a preliminary proxy statement on September 4, 2026, and a definitive proxy statement on September 18, 2026, for a special shareholder meeting scheduled for October 26, 2026.
As of October 16, 2026, LXP Industrial Trust was aware of one individual complaint filed by a purported shareholder. The case, captioned Garfield v. Eglin, Index No. 655801/2026, was filed on October 9, 2026, in the New York Supreme Court. The complaint seeks to enjoin the defendants from closing the shareholder vote or consummating the Merger until corrective disclosures are made. It also requests declaratory relief stating that any approval based on the existing proxy statement is void, along with an award of interest, attorneys' fees, expert fees, and costs.
In addition to the lawsuit, the company received fourteen demand letters from law firms representing purported shareholders. These letters generally allege that the preliminary and definitive proxy statements contain disclosure deficiencies. LXP Industrial Trust and other defendants deny all allegations in these matters. The company believes the claims are without merit and asserts that no supplemental disclosure was required under applicable law or regulation.
Despite denying the need for legal correction, LXP Industrial Trust decided to voluntarily supplement the Definitive Proxy Statement. The company stated this action was taken to minimize the burden and expense of potential litigation, moot certain claims, and avoid delay or disruption to the Merger. The supplemental disclosures are intended to provide additional information to shareholders without admitting that any specific omission was material or legally necessary.
The 8-K filing includes specific supplemental text to be read in connection with the Definitive Proxy Statement. New text in restated paragraphs is highlighted with bold and underlined formatting, while deleted text is shown with strikethrough. Where information in the supplement differs from or updates the Definitive Proxy Statement, the supplemental information supersedes the original document. The disclosures speak only as of the date of the Current Report unless another date is indicated.