UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 1017, 2023

INDUS REALTY TRUST, INC.

(Exact name of registrant as specified in charter)

Maryland	06-0868496
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

(Commission File Number)	1-12879

641 Lexington Avenue, New York, New York	10022
(Address of principal executive offices)	(Zip Code)

Registrant’s Telephone Number, including Area Code	(212) 218-7910

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) x¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	INDT	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 85.0107. ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

AsAt a special meeting ~~previously~~(the ~~disclosed,~~“Special onMeeting”) ~~February~~of 22stockholders held on May 17, 2023, the stockholders of INDUS Realty Trust, Inc.~~, a Maryland corporation~~ (the “Company”), IRvoted ~~Parent,~~on ~~LLC, a~~the ~~Delaware~~proposals ~~limited~~set ~~liability~~forth ~~company~~below. ~~(“Parent”),~~The ~~and~~proposals IRare ~~Merger~~described ~~Sub~~in ~~II,~~detail ~~Inc.,~~in athe ~~Maryland~~Company’s definitive ~~corporation~~proxy ~~and~~statement afiled ~~wholly-owned~~with ~~subsidiary of~~the ~~Parent~~Securities ~~(“Merger~~and ~~Sub”~~Exchange ~~and,~~Commission ~~together~~on ~~with~~April 14, ~~Parent~~2023, ~~the~~as ~~“Parent~~supplemented ~~Parties”)~~on May 8, 2023. ~~entered~~The ~~into~~voting anresults ~~Agreement~~regarding ~~and~~each ~~Plan~~proposal, ~~of Merger~~as ~~(the~~determined ~~“Merger~~by ~~Agreement”).~~Leonard ~~The~~Gleason, ~~Merger~~the ~~Agreement~~Company’s ~~provides~~Inspector ~~that~~of Election, ~~upon~~are set ~~the~~forth ~~terms~~below. ~~and~~As ~~subject~~of to the ~~conditions~~close ~~set~~of ~~forth therein,~~business ~~Merger~~on ~~Sub~~April 13, ~~will~~2023, bethe ~~merged~~record ~~with~~date ~~and~~of ~~into~~ the ~~Company~~Special ~~(the~~Meeting, ~~“Merger”).~~there ~~Upon~~were ~~completion~~10,196,587 shares of ~~the~~common ~~Merger,~~stock of the Company, ~~will survive~~par asvalue a$0.01 ~~wholly-owned~~per ~~subsidiary~~share of(“Company ~~Parent~~Common ~~and~~Stock”), ~~the~~outstanding, ~~separate~~each ~~corporate~~of ~~existence~~which was ofentitled ~~Merger~~to ~~Sub~~one ~~will~~vote ~~cease.~~on ~~The~~each ~~Merger~~proposal ~~and~~at the ~~other transactions~~Special ~~contemplated~~Meeting. byAt the ~~Merger~~Special ~~Agreement~~Meeting, ~~were~~a ~~approved~~total ~~and~~of ~~declared~~8,817,234 ~~advisable~~shares byof ~~the~~Company Common ~~board~~Stock, ofrepresenting ~~directors~~approximately 86.47% of the ~~Company.~~outstanding ~~The~~shares ~~Parent Parties~~of ~~are~~Company ~~affiliates~~Common ofStock ~~GIC~~entitled ~~Real~~to ~~Estate~~vote, ~~Inc.,~~were apresent ~~global~~in person ~~institutional~~or ~~investor,~~represented ~~and~~by ~~Centerbridge Partners~~proxy, ~~L.P.,~~constituting a ~~private~~quorum ~~investment management~~to ~~firm~~conduct business.

~~Also~~Proposal asNo. 1: ~~previously~~Approval ~~disclosed,~~of the ~~consummation~~merger of (the “Merger”) ~~was~~of ~~conditioned~~IR ~~upon~~Merger Sub II, Inc., ~~among~~a ~~other~~Maryland ~~things,~~corporation ~~the~~(“Merger Sub”) ~~approval~~and wholly owned subsidiary of ~~the~~IR ~~Merger~~Parent, byLLC, ~~the~~a ~~European Commission~~Delaware ~~under~~limited ~~Council~~liability ~~Regulation~~company (EC“Parent”), ~~No.~~with ~~139/2004~~and ~~(as~~into the ~~amended)~~Company, (pursuant to the ~~“EU~~Agreement and Plan of Merger, ~~Regulation”).~~dated Onas ~~May~~of 10February 22, 2023, ~~the~~as ~~European~~may ~~Commission~~be ~~unconditionally~~amended ~~approved~~from time to time, by and among the Company, Parent and Merger ~~under~~Sub (the EU “Merger ~~Regulation~~Proposal”).

The ~~special~~ ~~meeting~~Merger ofProposal ~~the~~was ~~Company’s~~approved ~~stockholders~~by ~~to vote on a proposal to approve~~ the ~~Merger~~requisite isvote ~~currently~~of ~~scheduled for May 17, 2023 (~~the ~~“Special Meeting”)~~Company’s stockholders.

The Company anticipates that the Merger will be consummated in summer 2023, subject to the satisfaction of the remaining conditions to the Merger. The Company cannot predict when or if all of the conditions to the Merger will be satisfied or, to the extent permissible, waived, including the required approval of the Company’s stockholders at the Special Meeting and the clearance of the Merger by the Committee on Foreign Investment in the United States.

Votes For		Votes Against		Abstentions		Broker Non-Votes
8,809,681		1,756		5,797		—

~~Additional Information~~Proposal ~~and~~No. 2: ~~Where~~Approval of, on a non-binding, advisory basis, the compensation that may be paid or become payable to ~~Find~~the ItCompany’s named executive officers in connection with the Merger (the “Advisory Compensation Proposal”).

In connection with the proposed transaction, the Company has filed with the Securities and Exchange Commission (“SEC”) a proxy statement on Schedule 14A on April 14, 2023. Promptly after filing its definitive proxy statement with the SEC, the Company commenced a mailing process to deliver the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT THE COMPANY HAS FILED OR FILES WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The ~~definitive proxy~~Advisory ~~statement,~~Compensation ~~the~~Proposal ~~preliminary~~was ~~proxy~~approved ~~statement and any other documents filed~~ by the ~~Company~~requisite ~~with the SEC may be obtained free of charge~~vote ~~at the SEC’s website at www.sec.gov or by accessing the Investor Relations section~~ of the Company’s ~~website at https://www~~stockholders.~~indusrt.com.~~

Participants in the Solicitation

Votes For		Votes Against		Abstentions		Broker Non-Votes
8,272,963		380,137		164,134		—

~~The~~Proposal ~~Company~~No. 3: ~~and~~Approval ~~its directors and certain~~ of ~~its~~any ~~executive~~adjournment ~~officers may be deemed to be participants in the solicitation~~ of ~~proxies from~~ the ~~Company’s~~ ~~stockholders~~Special ~~with~~Meeting ~~respect~~for to the ~~proposed~~purpose ~~transaction. Information about the Company’s directors and executive officers and their ownership~~ of ~~the~~soliciting ~~Company’s~~additional ~~securities~~proxies isif ~~set~~there ~~forth in the Company’s Annual Report on Form 10-K/A for the year ended~~are ~~December~~not ~~31,~~sufficient ~~2022,~~votes ~~filed~~at ~~with~~ the ~~SEC~~Special onMeeting ~~April~~to ~~28,~~approve ~~2023, and subsequent documents filed with~~ the ~~SEC~~Merger Proposal.

~~Additional information~~Adjournment ~~regarding the identity~~ of ~~participants in~~ the ~~solicitation~~Special ofMeeting ~~proxies,~~was ~~and~~deemed anot ~~description~~necessary ~~of their direct or indirect interests~~because inthere ~~the~~was ~~proposed~~a ~~transaction,~~quorum bypresent ~~security~~and ~~holdings~~there orwere ~~otherwise,~~sufficient ~~are~~proxies ~~set~~at ~~forth in~~ the ~~proxy~~time ~~statement~~of ~~and~~the ~~other~~Special ~~materials~~Meeting to beapprove ~~filed with~~ the ~~SEC~~Merger ~~in connection with the proposed transaction when they become available~~Proposal.

Cautionary Statement Regarding Forward Looking Statements

Votes For		Votes Against		Abstentions		Broker Non-Votes
8,464,266		198,782		154,186		—

Some of the statements contained in this release constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.

The forward-looking statements contained in this release reflect the Company’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances, many of which are beyond the control of the Company, that may cause actual results and future events to differ significantly from those expressed in any forward-looking statement, which risks and uncertainties include, but are not limited to: the ability to complete the proposed Merger on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary stockholder approval and satisfaction of other closing conditions to consummate the Merger; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement relating to the proposed Merger; risks that the proposed Merger disrupts the Company’s current plans and operations or diverts the attention of the Company’s management or employees from ongoing business operations; the risk of potential difficulties with the Company’s ability to retain and hire key personnel and maintain relationships with customers and other third parties as a result of the proposed Merger; the failure to realize the expected benefits of the proposed Merger; the risk that the proposed Merger may involve unexpected costs and/or unknown or inestimable liabilities; the risk that the Company’s business may suffer as a result of uncertainty surrounding the proposed Merger; the risk that stockholder litigation in connection with the proposed Merger may affect the timing or occurrence of the proposed Merger or result in significant costs of defense, indemnification and liability; effects relating to the announcement of the Merger or any further announcements or the consummation of the proposed Merger on the market price of the Company’s common stock.

While forward-looking statements reflect the Company’s good faith beliefs, they are not guarantees of future performance or events. Any forward-looking statement speaks only as of the date on which it was made. The Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could cause the Company’s future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 6, 2023, as updated by the Company’s subsequent periodic reports filed with the SEC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INDUS REALTY TRUST, INC.
Dated: May 11, 2023
Dated: May 17, 2023
	By:	/s/ Jon W. Clark
		Jon W. Clark
		Executive Vice President and Chief Financial Officer

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