Peakstone Realty Trust

false 12-31 0001600626 NYSE 0001600626 2026-05-06 2026-05-06 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 6, 2026 Peakstone Realty Trust (Peakstone Realty Trust, Inc. as successor-by-conversion to Peakstone Realty Trust) Maryland 001-41686 46-4654479 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 225 Liberty Street, Floor 8 New York , New York 10281 (Address of Principal Executive Offices) (Zip Code) ( 212 ) 417-7000 (Registrant’s telephone number, including area code) 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 (see General Instructions A.2.): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ 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 pursuant to Section 12(b) of the Act: Title of each Class Trading Symbol Name of each exchange on which registered Common shares, $0.001 par value per share PKST New York Stock Exchange 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. ☐ Introductory Note On May 6, 2026 , Peakstone Realty Trust, Inc., a Maryland corporation (as successor-by-conversion to, and formerly known as, Peakstone Realty Trust, a Maryland real estate investment trust) (the “ Company ”) , completed the transactions contemplated by the Agreement and Plan of Merger, dated as of February 2, 2026 (the “ Merger Agreement ”), by and among BSREP V Neon Pooling REIT L.P., BSREP V Neon Pooling Non-REIT L.P. and BSREP V Brookfield Neon Sub L.P., each a Delaware limited partnership (collectively, “ Parent ”), Neon REIT Merger Sub LLC, a Delaware limited liability company and a subsidiary of Parent (“ REIT Merger Sub ”), Neon OP Merger Sub LLC, a Delaware limited liability company and a subsidiary of Parent (“ Operating Merger Sub ” and, collectively with Parent and REIT Merger Sub, the “ Parent Parties ”), the Company, and PKST OP, L.P. , a Delaware limited partnership and a majority owned subsidiary of the Company (the “ Operating Partnership ” and, together with the Company, the “ Company Parties ”). Pursuant to the Merger Agreement, at the closing, (i) Operating Merger Sub merged with and into the Operating Partnership, with the Operating Partnership surviving the merger (the “ Surviving Partnership ” and such merger, the “ Partnership Merger ”), and (ii) immediately following the consummation of the Partnership Merger, REIT Merger Sub merged with and into the Company, with the Company surviving the merger (the “ Surviving Company ” and such merger, the “ Company Merger ” and, together with the Partnership Merger, the “ Mergers ”). As a result of the Mergers, Parent (or subsidiaries thereof) became the sole common shareholders of the Surviving Company, and the Surviving Partnership became wholly owned by Parent and the Surviving Company (or subsidiaries thereof). Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note and under Items 5.01 and 8.01 is incorporated herein by reference into this Item 2.01. As a result of the Partnership Merger, in accordance with the terms and conditions of the Merger Agreement, at the effective time of the Partnership Merger (the “ Partnership Merger Effective Time ”), each common unit of the Operating Partnership (each, an “ Operating Partnership Common Unit ”), or fraction thereof, that was issued and outstanding immediately prior to the Partnership Merger Effective Time was automatically cancelled and converted into the right to receive an amount in cash equal to the product of (i) the REIT Shares Amount (as defined in the Eighth Amended and Restated Limited Partnership Agreement of the Operating Partnership, dated as of April 13, 2023, by and between the Company and the limited partners party thereto, as amended) in effect on such date with respect to such Operating Partnership Common Units multiplied by (ii) $21.00, without interest (the “ Partnership Merger Consideration ”). Notwithstanding the foregoing, no consideration was paid in respect of any issued and outstanding Operating Partnership Common Units held by (i) the Parent Parties or any of their respective subsidiaries or (ii) the Company or any of its subsidiaries (the “ Acquired Companies ”), nor has any right inured or been made with respect to such Operating Partnership Common Units in connection with or as a consequence of the Mergers. As a result of the Company Merger, in accordance with the terms of the Merger Agreement, at the effective time of the Company Merger (the “ Company Merger Effective Time ”), each common share, par value $0.001 per share, of the Company (each, a “ Company Common Share ”), or fraction thereof, that was issued and outstanding immediately prior to the Company Merger Effective Time was automatically cancelled and converted into the right to receive an amount in cash equal to $21.00 per share, without interest (the “ Company Merger Consideration ”). Each issued and outstanding Company Common Share held by (i) the Parent Parties or any of their respective subsidiaries or (ii) any of the Acquired Companies as of the Company Merger Effective Time was automatically cancelled and ceased to exist, and no consideration was paid, nor did any rights inure or were any rights made with respect to such Company Common Shares in connection with or as a consequence of the Mergers. Company RSU Awards At the Company Merger Effective Time and as a result of the Company Merger, each award of restricted share units granted under the Company’s Second Amended and Restated Employee and Trustee Long-Term Incentive Plan, as amended (each, a “ Company RSU Award ”), whether vested or unvested, that was outstanding as of immediately prior to the Company Merger Effective Time was automatically cancelled and terminated and converted into the right to receive a cash payment (subject to applicable withholding taxes) equal to the sum of (i) the product obtained by multiplying (x) the number of Company Common Shares underlying such Company RSU Award immediately prior to the Company Merger Effective Time by (y) the Company Merger Consideration, plus (ii) any amounts payable with respect to distribution equivalent rights corresponding to such Company RSU Award that were unpaid as of the Company Merger Effective Time. The foregoing descriptions of the Merger Agreement and the Mergers are only summaries, do not purport to be complete, and are qualified in their entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “ SEC ”) on February 2, 2026. Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. In connection with the consummation of the Company Merger, the Company requested that the New York Stock Exchange (“ NYSE ”) suspend trading of Company Common Shares on May 6, 2026, delist the Comp