STOCK TITAN

Brookfield to buy Peakstone Realty Trust (PKST) in $21 per-share all-cash deal

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Peakstone Realty Trust agreed to be acquired by a Brookfield private real estate fund for $21.00 per share in cash, implying enterprise value of about $1.2 billion and a 34%–51% premium to recent trading benchmarks. The deal was unanimously approved by Peakstone’s board and is expected to close by the end of the second quarter of 2026, subject to common shareholder approval and customary conditions.

For 2025, Peakstone generated approximately $106.0 million of revenue from continuing operations and reported a net loss attributable to common shareholders of about $(307.7) million, or $(8.37) per share, largely tied to office discontinued operations and related impairments. Core FFO was $1.98 per share/unit and AFFO was $1.99. The company completed its strategic shift to an industrial-only REIT, selling 33 office properties for roughly $883.7 million and acquiring nine industrial outdoor storage assets for about $96.2 million. Debt was reduced by $874.4 million to $485.9 million, bringing Net Debt to Adjusted EBITDAre to 5.4x, while the 76-property industrial portfolio was 100% occupied by square footage and 97.9% by usable acres with annualized base rent of $78.1 million. Peakstone paid a $0.10 per-share dividend for the fourth quarter but has suspended future regular dividends under the merger agreement until the transaction closes or is terminated.

Positive

  • All-cash Brookfield acquisition at a substantial premium: The agreed $21.00 per-share cash price implies roughly $1.2 billion of enterprise value and premiums of 34% to the January 30 2026 close, 46% to the 30‑day VWAP and 51% to the 90‑day VWAP.
  • Major deleveraging and balance sheet improvement: Total debt was reduced by about $874.4 million during 2025 to $485.9 million, bringing Net Debt to Adjusted EBITDAre to 5.4x as of December 31 2025.
  • Successful strategic exit from office into industrial-only platform: The company sold 33 office properties for approximately $883.7 million and eliminated the Office segment, while acquiring nine IOS properties for about $96.2 million to grow its industrial outdoor storage focus.

Negative

  • Large 2025 net loss driven by discontinued office operations: Net loss attributable to common shareholders was approximately $(307.7) million, or $(8.37) per share, reflecting significant impairments and losses tied to office discontinued operations.
  • Declining revenue and FFO from continuing operations: Revenue from continuing operations fell to about $106.0 million from $116.4 million, while Core FFO per share/unit dropped from $2.53 to $1.98 and AFFO per share/unit from $2.69 to $1.99.
  • Dividend suspended during merger process: After paying a $0.10 per-share dividend for the fourth quarter on January 19 2026, Peakstone agreed under the merger agreement to suspend its regular quarterly dividend until the earlier of closing or termination of the transaction.

Insights

All-cash Brookfield deal delivers a sizable premium and crystallizes value after Peakstone’s industrial pivot.

Peakstone Realty Trust entered a merger agreement where a Brookfield private real estate fund will acquire all outstanding shares for $21.00 per share in cash, implying roughly $1.2 billion in enterprise value. The offer reflects premiums of 34% to the January 30 2026 close, 46% to the 30‑day VWAP and 51% to the 90‑day VWAP.

The board approved the deal unanimously, and closing is targeted by the end of Q2 2026, subject to common shareholder approval and customary conditions. This structure provides shareholders with immediate, fixed cash consideration and removes market and execution risk around the ongoing industrial outdoor storage growth plan.

Strategically, the transaction follows completion of a major portfolio repositioning, including exit from the office segment and substantial deleveraging. The sizable premium suggests the buyer assigns meaningful value to the stabilized industrial platform. Actual shareholder outcomes will depend on the shareholder vote and satisfaction of closing conditions disclosed in future proxy materials.

Industrial repositioning and deleveraging progressed, but 2025 results show large losses and weaker FFO.

In 2025, Peakstone reported revenue from continuing operations of about $106.0 million, down from $116.4 million, reflecting the full exit from office. Net loss attributable to common shareholders widened to roughly $(307.7) million, or $(8.37) per share, driven largely by discontinued office operations and impairment charges.

Core FFO fell to $78.6 million, or $1.98 per share/unit, from $2.53 the prior year, and AFFO declined to $1.99 per share/unit. At the same time, Same Store Cash NOI increased 2.4% to about $45.5 million, indicating steady performance from the continuing industrial portfolio.

Balance sheet risk moderated as total debt dropped by $874.4 million to $485.9 million, with Net Debt to Adjusted EBITDAre at 5.4x as of December 31 2025. However, under the merger agreement, the company suspended its regular quarterly dividend after paying $0.10 per share for the fourth quarter, which affects near-term income for existing shareholders ahead of the proposed closing.

0001600626false00016006262026-02-182026-02-18

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):  February 18, 2026

Peakstone Realty Trust
(Exact name of registrant as specified in its charter)
 
Commission File Number:  001-41686
 
Maryland  46-4654479
(State or other jurisdiction of incorporation)
  
(IRS Employer Identification No.)
 
1520 E. Grand Avenue, El Segundo, CA 90245
(Address of principal executive offices, including zip code)
 
(310) 606-3200
(Registrant's telephone number, including area code)

None
(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)

[  ]   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 classTrading Symbol(s)Name of each exchange on which registered
_________________________________________________________
Common shares, $0.001 par value per sharePKSTNew 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. ¨ 



Item 2.02.    Results of Operations and Financial Condition
On February 18, 2026, Peakstone Realty Trust (the “Registrant”) issued a press release and supplemental information discussing the Registrant’s financial results and operations for the quarter and year ended December 31, 2025. Copies of the press release and supplemental information are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are each incorporated by reference herein.
The information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 hereto, is being furnished pursuant to Item 2.02 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information under this Item 2.02 in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

Item 9.01.    Financial Statements and Exhibits
(d) Exhibits
Exhibit No.Description
99.1
Press Release (Earnings), dated February 18, 2026
99.2
Supplemental Information, dated February 18, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



Signature(s)
 
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.

Peakstone Realty Trust
Date: February 18, 2026By:/s/ Javier F. Bitar
Javier F. Bitar
Chief Financial Officer and Treasurer


EXHIBIT 99.1
                                                            

Peakstone Realty Trust Reports Fourth Quarter and Full Year 2025 Results

El Segundo, Calif. (February 18, 2026) - Peakstone Realty Trust (“Peakstone” or the “Company”) (NYSE: PKST), an industrial real estate investment trust with a strategic focus on the industrial outdoor storage (“IOS”) sector, today announced its financial results for the quarter and full year ended December 31, 2025.

Proposed Merger
On February 2, 2026, the Company and PKST OP L.P., its operating partnership (the “Operating Partnership”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with certain affiliates of Brookfield Asset Management (NYSE: BAM, TSX: BAM) (“Brookfield”) in which, upon the terms and subject to the conditions set forth in the Merger Agreement, a Brookfield private real estate fund would acquire all of the outstanding shares of Peakstone for $21.00 per share in cash (collectively with the other transactions contemplated by the Merger Agreement, the “Mergers”). The all-cash transaction represents an implied enterprise value of approximately $1.2 billion. The proposed purchase price represents a premium of 34% to Peakstone’s share price on January 30, 2026, the last full trading day prior to the announcement of the Mergers, as well as a 46% premium to the Company’s 30-day volume weighted average price (VWAP) and a 51% premium to the Company’s 90-day VWAP, for the period ended January 30, 2026. The transaction was unanimously approved by the Peakstone Board of Trustees and is expected to close by the end of the second quarter of 2026, subject to customary closing conditions, including approval by the Company’s common shareholders.

Fourth Quarter 2025 Highlights
Revenue: Approximately $26.0 million from continuing operations (excludes approximately $12.8 million of revenue from Office Discontinued Operations Properties).
Net income: Approximately $3.7 million; net income attributable to common shareholders of approximately $3.5 million, or $0.09 per basic and diluted share.
Core Funds from Operations (“Core FFO”): $0.28 per basic and diluted share/unit.
Adjusted Funds from Operations (“AFFO”): $0.28 per basic and diluted share/unit.
Same Store Cash Net Operating Income (“Same Store Cash NOI”): Increased 3.7% to approximately $11.5 million compared to the same quarter last year. For the fourth quarter, the portfolio included in same store metrics consisted solely of the 16 traditional industrial properties.
Leasing: Completed 11.4 acres of leasing at weighted average releasing spreads of 9.7% (GAAP) and 3.7% (cash).
Acquisitions: Acquired six IOS properties for approximately $38.5 million.
Dispositions: Sold all remaining Office segment properties, consisting of 16 assets, for approximately $443.9 million, eliminating the Office segment as of December 31, 2025.
Debt: Reduced outstanding debt balance by $564.8 million, resulting in total outstanding debt of $485.9 million and a Net Debt to Adjusted EBITDAre ratio of 5.4x as of December 31, 2025.


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Full Year 2025 Highlights
Revenue: Approximately $106.0 million from continuing operations (excludes approximately $94.8 million of revenue from Office Discontinued Operations Properties).
Net loss: Approximately $(332.6) million; net loss attributable to common shareholders of approximately $(307.7) million, or $(8.37) per basic and diluted share.
Core FFO: $1.98 per basic and diluted share/unit.
AFFO: $1.99 per basic and diluted share/unit.
Same Store Cash NOI: Increased 2.4% to approximately $45.5 million compared to prior year.
Leasing: Completed 84.8 acres of leasing at weighted average releasing spreads of 55.5% (GAAP) and 52.8% (cash).
Acquisitions: Acquired nine IOS properties for approximately $96.2 million.
Dispositions: Sold 33 office properties for approximately $883.7 million, completing the Company’s exit from office, and three traditional industrial properties for approximately $71.6 million.
Debt: Reduced outstanding debt balance by $874.4 million, resulting in total outstanding debt of $485.9 million as of December 31, 2025.

Portfolio
At quarter end, the Company’s portfolio was comprised of 76 Industrial segment properties, consisting of 60 IOS properties and 16 traditional industrial properties.

PORTFOLIO OVERVIEW
At December 31, 2025
Number of
Properties
Occupancy Percentage
(based on rentable square feet)
Occupancy Percentage
(based on usable acres)
WALT
(in years)
ABR
($ in thousands)
Percentage of
ABR
Operating Properties724.5$78,146100.0%
IOS5697.9%4.2$31,88540.8%
Traditional Industrial16100.0%4.7$46,26159.2%
Redevelopment Properties4—%
Portfolio Total / Weighted-Average76100.0%97.9%4.5$78,146100.0%

Leasing Activity
Industrial Segment:
During the quarter ended December 31, 2025, the Company completed the IOS leasing activity described below, totaling 11.4 usable acres. On a combined basis, the weighted average releasing spreads were 9.7% on a GAAP basis and 3.7% on a cash basis:
A new 11.3-year lease for 3.1 usable acres at an IOS property located in Port Charlotte, Florida.
A 3-year lease renewal for 3.7 usable acres at an IOS property located in Manassas, Virginia.
A 5-year lease renewal for 4.6 usable acres at an IOS property located in Houston, Texas.
For the year ended December 31, 2025, the Company completed IOS leasing activity totaling 84.8 usable acres. On a combined basis, this leasing activity resulted in weighted average releasing spreads of 55.5% on a GAAP basis and 52.8% on a cash basis.


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IOS Acquisition Activity
During the quarter ended December 31, 2025, the Company acquired six IOS properties for an aggregate contractual purchase price of approximately $38.5 million, as described below:
A five-property IOS portfolio totaling 23.2 usable acres for approximately $31.0 million. The portfolio was 77% leased to four tenants, with a 5.8-year WALT and 3.6% average annual rent escalations. The properties are located in the following markets: Tampa, Florida; Atlanta, Georgia; and Chattanooga, Tennessee.
A 4.2-usable acre IOS property located in Plano, Texas for approximately $7.5 million. The property was 100% leased to a single tenant, with a 4.7-year WALT and 3.6% annual rent escalations.
For the year ended December 31, 2025, the Company acquired nine IOS properties for an aggregate contractual purchase price of approximately $96.2 million.

Disposition Activity
Office Segment:
During the quarter ended December 31, 2025, the Company sold all of its remaining office properties, consisting of 16 assets, for an aggregate gross sales price of approximately $443.9 million, eliminating the Office segment as of December 31, 2025.
For the year ended December 31, 2025, the Company sold 33 office properties for an aggregate gross sales price of approximately $883.7 million, completing the Company’s exit from office.

Industrial Segment:
There were no Industrial segment property dispositions in the fourth quarter.
For the year ended December 31, 2025, the Company sold three traditional industrial properties for an aggregate gross sales price of approximately $71.6 million.

Financial Results for the Fourth Quarter
Revenue
For the quarter ended December 31, 2025, revenue from continuing operations was approximately $26.0 million, compared to approximately $29.8 million for the same quarter last year.

For the year ended December 31, 2025, revenue from continuing operations was approximately $106.0 million compared to approximately $116.4 million for the prior year. The change in revenue was primarily due to the Company’s transition to an industrial-only portfolio and full disposition of the Company’s office properties.

Net Income Attributable to Common Shareholders
For the quarter ended December 31, 2025, net income attributable to common shareholders was approximately $3.5 million, or $0.09 per basic and diluted share, compared to net income attributable to common shareholders of approximately $12.7 million, or $0.35 per basic and diluted share, for the same quarter last year.

For the year ended December 31, 2025, net loss attributable to common shareholders was approximately $(307.7) million, or $(8.37) per basic and diluted share, compared to net loss attributable to common shareholders of approximately $(10.4) million, or $(0.30) per basic and diluted share, for the prior year.


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Core FFO and AFFO
For the quarter ended December 31, 2025, Core FFO was approximately $11.1 million, or $0.28 per basic and diluted share/unit, compared to $24.9 million, or $0.63 per basic and diluted share/unit, for the same quarter last year. AFFO was approximately $11.2 million, or $0.28 per basic and diluted share/unit, compared to $25.6 million, or $0.65 per basic and diluted share/unit, for the same quarter last year.

For the year ended December 31, 2025, Core FFO was approximately $78.6 million, or $1.98 per basic and diluted share/unit, compared to $100.0 million, or $2.53 per basic and diluted share/unit, for the prior year. For the year ended December 31, 2025, AFFO was approximately $79.0 million, or $1.99 per basic and diluted share/unit, compared to $106.6 million, or $2.69 per basic and diluted share/unit, for the prior year.

Same Store Cash NOI
For the quarter ended December 31, 2025, Same Store Cash NOI (reflecting only properties in continuing operations) was approximately $11.5 million compared to $11.1 million for the same quarter last year, an increase of 3.7%.

For the year ended December 31, 2025, Same Store Cash NOI (reflecting only properties in continuing operations) was approximately $45.5 million compared to $44.4 million for the prior year.

Segment
Same Store Cash NOI (USD in Thousands)
% Change vs Q4 2024
Industrial
$11,4663.7%
IOS
Traditional Industrial
$11,4663.7%
Total / Weighted-Average
$11,4663.7%

Balance Sheet
Below is a table showing select balance sheet metrics.
Metric ($ in millions, unless otherwise noted)
Balance Sheet
As of December 31, 2025
Total Debt$485.9
Cash and Cash Equivalents$138.7
Net Debt$347.3
Available Revolver Capacity$240.7
Total Liquidity$379.4
Weighted Average Debt Maturity3.2 years
Fixed Rate Debt, including Swaps (%)100%
SOFR Interest Rate Swaps (Wtd. Avg. Rate)
$285mm through 7/1/29 at 3.58%
Total Wtd. Avg. Effective Interest Rate (including Swaps)5.33%
Net Debt to Adjusted EBITDAre
5.4x

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Dividends
The Company paid a dividend for the fourth quarter in the amount of $0.10 per common share on January 19, 2026 to holders of record of the Company’s common shares on December 31, 2025. Pursuant to the terms of the Merger Agreement, Peakstone has agreed to suspend payment of its regular quarterly dividend, effective immediately, until the earlier of the closing or the termination of the Merger Agreement.

Discontinued Operations
During 2025, the Company completed its strategic transformation to an industrial-only REIT through the disposition of all properties in its Office segment. As a result, the Office segment was eliminated as of December 31, 2025. As of September 30, 2025, the Company’s plan to dispose of its Office segment properties represented a strategic shift in its business that met the criteria for classification as discontinued operations. Accordingly, as of September 30, 2025, 27 Office segment properties (collectively, the “Office Discontinued Operations Properties”) were classified within discontinued operations for all periods presented. All previously disposed Office segment properties not included within the Office Discontinued Operations Properties are included within continuing operations for all periods presented.

Fourth Quarter 2025 Earnings Webcast
In light of the proposed Mergers, the Company will not be hosting a webcast to present the fourth quarter 2025 results.

About Peakstone Realty Trust
Peakstone Realty Trust (NYSE: PKST) is an industrial real estate investment trust that owns and operates industrial outdoor storage (IOS) and traditional industrial properties, with a strategic focus on the IOS sector.

Additional information is available at www.pkst.com.

Investor Relations:
ir@pkst.com

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Cautionary Statement Regarding Forward-Looking Statements

This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated expenses, anticipated events or trends and similar expressions concerning matters that are not historical facts, including statements relating to the growth of our industrial outdoor storage (“IOS”) platform and the consummation of the Mergers (as defined below). 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 document reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly from those expressed in any forward-looking statement. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: general economic and financial conditions; political uncertainty in the U.S.; the impact of tariffs and global trade disruptions on us and our tenants; market volatility; inflation; any potential recession or threat of recession; interest rates; disruption in the debt and banking markets; concentration in asset type; tenant concentration, geographic concentration, and the financial condition of our tenants; whether we are able to monitor the credit quality of our tenants and/or their parent companies and guarantors; competition for tenants and competition with sellers of similar properties if we elect to dispose of our properties; our access to, and the availability of capital; whether we will be able to refinance or repay debt; whether we will be successful in renewing leases or selling an applicable property, as leases expire; whether we will re-lease available space above or at current market rental rates; future financial and operating results; our ability to manage cash flows; our ability to manage expenses, including as a result of tenant failure to maintain our net-leased properties; dilution resulting from equity issuances; expected sources of financing, including the ability to maintain the commitments under our revolving credit facility, and the availability and attractiveness of the terms of any such financing; legislative and regulatory changes that could adversely affect our business; changes in zoning, occupancy, land use and safety regulations and/or changes in their applicability to our properties; cybersecurity incidents or disruptions to our or our third party information technology systems; our ability to maintain our status as a real estate investment trust (a "REIT") within the meaning of Section 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”) and our Operating Partnership as a partnership for U.S. federal income tax purposes; our future capital expenditures, operating expenses, net income or loss, operating income, cash flow and developments and trends of the real estate industry; whether we will be successful in the pursuit of our objectives, expectations and intentions, including any acquisitions, investments, or dispositions, including our acquisition of industrial outdoor storage assets; whether we are able to identify, source or complete acquisitions on acceptable terms; our ability to meet budgeted or stabilized returns on our redevelopment projects within expected time frames, or at all; whether we will succeed in our investment objectives; whether we are able to successfully operate our industrial outdoor storage properties; any fluctuation

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and/or volatility of the trading price of our common shares; risks associated with our dependence on key personnel whose continued service is not guaranteed; risks associated with our ability to obtain the shareholder approval required to consummate the Mergers and the timing of the closing, including the risks that a condition to closing will not be satisfied within the expected timeframe or at all or that the closing will not occur; the outcome of any legal proceedings that may be instituted against the parties to, and others related to, the Mergers and the Merger Agreement (as defined below); the risk that shareholder litigation in connection with the Mergers may affect the timing or occurrence of the Mergers or result in significant costs of defense, indemnification and liability; unanticipated difficulties or expenditures relating to the Mergers, the response of business partners and competitors to the announcement of the Mergers, potential difficulties in our ability to retain and hire key personnel and maintain relationships with tenants and other third parties as a result of the Mergers, and/or potential difficulties in employee retention as a result of the announcement and pendency of the Mergers; and other factors, including those risks disclosed in Part I, Item 1A. “Risk Factors” and Part II, Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K filed with the US. Securities and Exchange Commission.

While forward-looking statements reflect our good faith beliefs, assumptions and expectations, they are not guarantees of future performance. The forward-looking statements speak only as of the date of this document. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this document, except as required by applicable law. We caution investors not to place undue reliance on any forward-looking statements, which are based only on information currently available to us.

Notice Regarding Non-GAAP Financial Measures
In addition to U.S. GAAP financial measures, this document contains and may refer to certain non-GAAP financial measures. These non-GAAP financial measures are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. These non-GAAP financial measures should not be considered replacements for, and should be read together with, the most comparable GAAP financial measures. Reconciliations to the most directly comparable GAAP financial measures and statements of why management believes these measures are useful to investors are included in the Appendix if the reconciliation is not presented on the page in which the measures are published.

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Additional Information and Where to Find It
In connection with the proposed transaction, the Company will file with the Securities and Exchange Commission (“SEC”) a proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each shareholder 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 FILES WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The definitive proxy statement, the preliminary proxy statement and any other documents filed by the Company with the SEC (when available) may be obtained free of charge at the SEC’s website at www.sec.gov or by accessing the Investor Relations section of the Company’s website at https://pkst.com or by contacting the Company’s Investor Relations by email at ir@pkst.com.

Participants in the Solicitation
The Company and its trustees and certain of its executive officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the proposed transaction. Information about the Company’s trustees and executive officers and their ownership of the Company’s securities is set forth in the Company’s proxy statement on Schedule 14A for its 2025 annual meeting of shareholders, filed with the SEC on April 11, 2025, and subsequent documents filed with the SEC.

Additional information regarding the identity of participants in the solicitation of proxies, and a description of their direct or indirect interests in the proposed transaction, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the proposed transaction when they become available.

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PEAKSTONE REALTY TRUST
CONSOLIDATED BALANCE SHEETS
(Unaudited; in thousands, except units and share amounts)

December 31,
20252024
ASSETS
Cash and cash equivalents$138,673 $146,514 
Restricted cash7,767 7,696 
Real estate:
Land381,824 341,702 
Building and improvements810,112 1,009,286 
In-place lease intangible assets109,852 141,193 
Construction in progress4,233 962 
Total real estate1,306,021 1,493,143 
Less: accumulated depreciation and amortization(211,099)(224,247)
Total real estate, net1,094,922 1,268,896 
Assets related to discontinued operations, net— 1,101,356 
Above-market lease intangible assets, net1,257 2,401 
Deferred rent receivable18,173 22,958 
Deferred leasing costs, net3,885 5,013 
Goodwill68,373 68,373 
Right-of-use lease assets1,325 755 
Interest rate swap asset, at fair value— 15,974 
Other assets18,449 36,296 
Total assets$1,352,824 $2,676,232 
LIABILITIES AND EQUITY
Debt, net$474,006 $1,344,619 
Interest rate swap liability, at fair value2,444 — 
Distributions payable3,818 8,477 
Below-market lease intangible liabilities, net34,261 39,832 
Right-of-use lease liabilities1,334 744 
Accrued expenses and other liabilities58,258 62,312 
Liabilities related to discontinued operations— 68,226 
Total liabilities$574,121 $1,524,210 
Commitments and contingencies (Note 13)
Shareholders’ equity:
Common shares, $0.001 par value; 800,000,000 shares authorized; 37,176,167 and 36,733,327 shares outstanding in the aggregate as of December 31, 2025 and December 31, 2024, respectively
37 37 
Additional paid-in capital3,025,954 3,016,804 
Cumulative distributions(1,133,542)(1,109,215)
Accumulated earnings(1,145,986)(838,279)
Accumulated other comprehensive (loss) income(1,038)15,874 
Total shareholders’ equity745,425 1,085,221 
Noncontrolling interests33,278 66,801 
Total equity778,703 1,152,022 
Total liabilities and equity$1,352,824 $2,676,232 


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PEAKSTONE REALTY TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; in thousands, except share and per share amounts)


Three Months Ended December 31,Year Ended December 31,
2025202420252024
Revenue:
Rental income$25,988 $29,787 $105,981 $116,357 
Expenses:
Property operating expense1,804 3,016 6,006 13,664 
Property tax expense2,291 2,364 8,289 9,918 
General and administrative expenses9,796 9,055 34,918 36,973 
Corporate operating expenses to related parties144 141 570 617 
Real estate impairment provision— 2,538 18,195 53,313 
Depreciation and amortization13,353 13,813 52,182 47,503 
Total expenses27,388 30,927 120,160 161,988 
Loss before other income (expenses)(1,400)(1,140)(14,179)(45,631)
Other income (expenses):
Interest expense(11,982)(14,389)(56,565)(55,978)
Other income, net2,012 1,677 7,351 14,479 
Gain from disposition of assets— 13,123 6,407 38,368 
(Loss) gain on extinguishment of debt(2,482)10,973 (2,482)10,466 
Goodwill impairment provision— (5,680)— (10,274)
Transaction expenses(121)(243)(555)(821)
Net loss from continuing operations(13,973)4,321 (60,023)(49,391)
Discontinued Operations:
Income (loss) from discontinued operations8,706 9,495 (305,081)38,028 
Gain from disposition of assets9,015 — 32,471 — 
Net income (loss) from discontinued operations17,721 9,495 (272,610)38,028 
Net income (loss) 3,748 13,816 (332,633)(11,363)
Net loss attributable to noncontrolling interests from continuing operations1,016 (345)4,498 4,077 
Net income attributable to noncontrolling interests from discontinued operations
(1,288)(759)20,428 (3,139)
Net (income) loss attributable to noncontrolling interests(272)(1,104)24,926 938 
Net income (loss) attributable to common shareholders$3,476 $12,712 $(307,707)$(10,425)
Basis and diluted earnings per common share:
Net loss per share from continuing operations $(0.35)$0.11 $(1.52)$(1.26)
Net income per share from discontinued operations0.44 0.24 $(6.85)$0.96 
Net income (loss) per share attributable to common shareholders, basic and diluted$0.09 $0.35 (8.37)(0.30)
Weighted-average number of common shares outstanding, basic and diluted36,870,738 36,444,348 36,798,234 36,375,053 


10


PEAKSTONE REALTY TRUST
Funds from Operations, Core Funds from Operations and Adjusted Funds from Operations
(Unaudited; in thousands except share and per share amounts)

We use Funds from Operations (“FFO”), Core Funds from Operation (“Core FFO”) and Adjusted Funds from Operations (“AFFO”) as supplemental financial measures of our performance. These measures are used by management as supplemental financial measures of operating performance. We do not use these measures as, nor should they be considered to be, alternatives to net earnings computed under GAAP, as indicators of our operating performance, as alternatives to cash from operating activities computed under GAAP or as indicators of our ability to fund our cash needs.

The summary below describes the way we use these measures, provides information regarding why we believe these measures are meaningful supplemental measures of performance and reconciles these measures from net income or loss, the most directly comparable GAAP measures.

FFO

We compute FFO in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). FFO is defined as net income or loss computed in accordance with GAAP, excluding real estate related depreciation and amortization, impairment losses of depreciable real estate assets, gains (losses) from sales of depreciable real estate assets and after adjustments for unconsolidated joint ventures. FFO is used to facilitate meaningful comparisons of operating performance between periods and among other REITs, primarily because it excludes the effect of real estate depreciation and amortization and net gains (losses) from real estate sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, FFO can help facilitate comparisons of operating performance between periods and among other REITs. It should be noted, however, that other REITs may not define FFO in accordance with the current NAREIT definition or may interpret the current NAREIT definition differently than we do, making comparisons less meaningful.

Core FFO

We compute Core FFO by adjusting FFO, as defined by NAREIT, to exclude certain items such as gain or loss from the extinguishment of debt, goodwill impairment, unrealized gains or losses on derivative instruments, employee separation expense, transaction expenses, lease termination fees, and other items not related to ongoing operating performance of our properties. We believe that Core FFO is a useful supplemental measure in addition to FFO because it excludes the effects of certain items which can create significant earnings volatility, but which do not directly relate to our core business operations. As with FFO, our reported Core FFO may not be comparable to Core FFO as defined by other REITs.

AFFO

AFFO is presented in addition to Core FFO. AFFO further adjusts Core FFO for certain other non-cash items, including straight-line rent adjustment, amortization of share-based compensation, deferred rent – ground lease, non-cash amortization items (e.g., amortization of above- and below-market rent, net, debt premium and discount, net, ground lease interests, tax benefits and deferred financing costs) and other non-cash transactions. We believe AFFO provides a useful supplemental measure of our operating performance and is useful in comparing our operating performance with other REITs that may not be involved in similar transactions or activities. As with Core FFO, our reported AFFO may not be comparable to AFFO as defined by other REITs.

11


Our calculation of FFO, Core FFO, and AFFO is presented in the following table for the three months and full year ended December 31, 2025 and 2024 (dollars in thousands, except per share amounts):
Three Months Ended December 31,Year Ended December 31,
Reconciliation of Net Income (Loss) to FFO, Core FFO, and AFFO (1):
2025 (1)
2024 (1)
2025 (1)
2024 (1)
Net income (loss)$3,748 $13,816 $(332,633)$(11,363)
FFO Adjustments:
Depreciation of building and improvements8,499 17,699 54,699 64,191 
Amortization of leasing costs and intangibles4,855 8,225 27,989 31,179 
Real estate impairment provision— 2,538 363,688 53,313 
Gain from disposition of assets(9,015)(13,123)(38,878)(38,368)
FFO8,087 29,155 74,865 98,952 
FFO attributable to common shareholders and noncontrolling interests (2)
$8,087 $29,155 $74,865 $98,952 
Core FFO Adjustments:
Loss (gain) on extinguishment of debt 3,020 (10,973)3,725 (10,466)
Impairment provision, goodwill— 5,680 — 10,274 
Unrealized (gain) loss on investments(7)90 (115)(377)
Employee separation expense— 299 36 358 
Transaction expenses121 243 555 821 
Lease termination adjustments(45)107 (287)107 
Other activities adjustment(74)252 (172)364 
Core FFO attributable to common shareholders and noncontrolling interests (2)
$11,102 $24,853 $78,607 $100,033 
AFFO Adjustments:
Straight-line rent adjustment(628)(2,010)(2,943)(6,852)
Amortization of share-based compensation1,596 2,059 6,380 7,896 
Deferred rent - ground lease427 423 1,705 1,661 
Amortization of below market rent, net(2,468)(1,332)(9,900)(2,232)
Amortization of debt (discount)/premium, net(73)(36)(490)103 
Amortization of ground leasehold interests— (98)(290)(389)
Amortization of below tax benefits— 377 933 1,498 
Amortization of deferred financing costs1,286 1,206 4,966 4,757 
Amortization of lease inducements— 127 — 127 
AFFO attributable to common shareholders and noncontrolling interests (2)
$11,242 $25,569 $78,968 $106,602 
FFO per share/unit, basic and diluted$0.20 $0.74 $1.88 $2.50 
Core FFO per share/unit, basic and diluted$0.28 $0.63 $1.98 $2.53 
AFFO per share/unit, basic and diluted $0.28 $0.65 $1.99 $2.69 
Weighted-average common shares outstanding - basic and diluted shares36,870,738 36,444,348 36,798,234 36,375,053 
Weighted-average OP Units outstanding (2)
2,890,256 3,164,838 2,944,479 3,202,727 
Weighted-average common shares and OP Units outstanding - basic and diluted39,760,994 39,609,186 39,742,713 39,577,780 
(1)FFO, Core FFO, and AFFO include amounts related to both continuing operations and Office Discontinued Operations Properties for all periods presented.
(2)Represents weighted-average outstanding OP Units that are owned by unitholders other than Peakstone Realty Trust. Represents the noncontrolling interest in the Operating Partnership.

12


PEAKSTONE REALTY TRUST
Net Operating Income, including Cash and Same Store Cash NOI
(Unaudited; in thousands)

Net operating income (“NOI”) is a non-GAAP financial measure calculated as net income or loss, the most directly comparable financial measure calculated and presented in accordance with GAAP, excluding (to the extent applicable during the periods presented) general and administrative expenses, corporate operating expenses to related parties, impairment of real estate, depreciation and amortization, interest expense, other income, net, gains or losses on early extinguishment of debt, gains or losses on sales of real estate, impairment of goodwill, investment income or loss, transaction expense and net income or loss from discontinued operations and equity in earnings of unconsolidated real estate joint ventures. NOI on a cash basis (“Cash NOI”) is NOI adjusted to exclude the effect of straight-line rent, amortization of acquired above- and below-market lease intangibles, deferred termination income, other deferred adjustments and amortization of other intangibles. Cash NOI for our Same Store portfolio (“Same Store Cash NOI”) is Cash NOI for properties held for the entirety of all periods presented, with adjustments for lease termination fees and rent abatements (to the extent applicable during the periods presented). We believe that NOI, Cash NOI and Same-Store Cash NOI are helpful to investors as additional measures of operating performance because we believe they help both investors and management to understand the core operations of our properties excluding corporate and financing-related costs and non-cash depreciation and amortization. NOI, Cash NOI and Same Store Cash NOI are unlevered operating performance metrics of our properties and allow for a useful comparison of the operating performance of individual assets or groups of assets. These measures thereby provide an operating perspective not immediately apparent from GAAP income from operations or net income (loss). In addition, NOI, Cash NOI and Same Store Cash NOI are considered by many in the real estate industry to be useful starting points for determining the value of a real estate asset or group of assets. Because NOI, Cash NOI and Same Store Cash NOI exclude depreciation and amortization and capture neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures and capitalized leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our results from operations, the utility of NOI, Cash NOI and Same Store Cash NOI as measures of our performance is limited. Therefore, NOI, Cash NOI and Same Store Cash NOI should not be considered as alternatives to net income or loss, as computed in accordance with GAAP. NOI, Cash NOI and Same Store Cash NOI may not be comparable to similarly titled measures of other companies.

Our calculation of each of NOI, Cash NOI and Same Store Cash NOI is presented in the following table for the three months and full year ended December 31, 2025 and 2024 (dollars in thousands):


13



Three Months Ended December 31,Year Ended December 31,
2025202420252024
Reconciliation of Net Income (Loss) to Total NOI:
Net income (loss)$3,748 $13,816 $(332,633)$(11,363)
General and administrative expenses9,796 9,055 34,918 36,973 
Corporate operating expenses to related parties144 141 570 617 
Real estate impairment provision— 2,538 18,195 53,313 
Depreciation and amortization13,353 13,813 52,182 47,503 
Interest expense11,982 14,389 56,565 55,978 
Other income, net(2,012)(1,677)(7,351)(14,479)
Loss (gain) on extinguishment of debt2,482 (10,973)2,482 (10,466)
Gain from disposition of assets— (13,123)(6,407)(38,368)
Goodwill impairment— 5,680 — 10,274 
Transaction expenses121 243 555 821 
Net (income) loss from discontinued operations (17,721)(9,495)272,610 (38,028)
Total NOI$21,893 $24,407 $91,686 $92,775 
Cash NOI Adjustments
Industrial Segment:
Industrial NOI$21,893 $17,610 86,218 55,678 
Straight-line rent(813)(1,577)(3,172)(4,931)
Amortization of acquired lease intangibles(2,464)(1,170)(9,383)(1,455)
Deferred termination income(5)819 (783)819 
Other deferred adjustments— 20 — 
Industrial Cash NOI18,616 15,682 72,900 50,111 
Office Segment:
Office NOI— 4,514 5,468 18,262 
Straight-line rent— 10 75 (176)
Amortization of acquired lease intangibles— (24)32 
Deferred termination income— 1,851 (652)1,851 
Other intangible amortization— — — — 
Office Cash NOI— 6,383 4,867 19,969 
Other Segment:
Other NOI— 2,283 — 18,835 
Straight-line rent— 147 — 769 
Amortization of acquired lease intangibles— (33)— (262)
Other deferred adjustments— — (40)
Inducement Amortization— 127 — 127 
Other Cash NOI— 2,526 — 19,429 
Total Cash NOI
$18,616 $24,591 $77,767 $89,509 
Same Store Cash NOI Adjustments
Industrial Cash NOI$18,616 $15,682 $72,900 $50,111 
Adjustment for acquired properties(7,088)(4,105)(23,914)(4,105)
Adjustment for disposed properties(62)(1,220)(3,535)(4,804)
Rent abatements— 703 — 3,163 
Industrial Same Store Cash NOI11,466 11,060 45,451 44,365 
Office Cash NOI— 6,383 4,867 19,969 
Adjustment for disposed properties— (6,383)(4,867)(19,969)
Office Same Store Cash NOI— — — — 

14


Other Cash NOI— 2,526 — 19,429 
Adjustment for disposed properties— (2,399)— (19,302)
Rent abatements— (127)— (127)
Other Same Store Cash NOI— — — — 
Total Same Store Cash NOI$11,466 $11,060 $45,451 $44,365 

15


PEAKSTONE REALTY TRUST
EBITDA, EBITDAre, and Adjusted EBITDAre
(Unaudited; in thousands)

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use EBITDA, EBITDAre and Adjusted EBITDAre , collectively, to help us evaluate our business. We use such non-GAAP financial measures to make strategic decisions, establish business plans and forecasts, identify trends affecting our business, and evaluate our operating performance. We believe that these non-GAAP financial measures, when taken collectively, may be helpful to investors because they allow for greater transparency into what measures we use in operating our business and measuring our performance and enable comparison of financial trends and results between periods where items may vary independent of business performance. These non-GAAP financial measures are presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP.
We believe excluding items that neither relate to the ordinary course of business nor reflect our underlying business performance or that other companies, including companies in our industry, frequently exclude from similar non-GAAP measures enables us and our investors to compare our underlying business performance from period to period. Accordingly, we believe these adjustments facilitate a useful evaluation of our current operating performance and comparison to our past operating performance and provide investors with additional means to evaluate cost and expense trends. In addition, we also believe these adjustments enhance comparability of our financial performance and are similar measures that are widely used by analysts and investors as a means of evaluating a company’s performance.
There are a number of limitations related to our non-GAAP measures. Some of these limitations are that these measures, to the extent applicable, exclude: (i) historical or future cash requirements for maintenance capital expenditures or growth and expansion capital expenditures; (ii) depreciation and amortization, a non-cash expense, where the assets being depreciated and amortized may have to be replaced in the future and these measures do not reflect cash capital expenditure requirements for such replacements; (iii) interest expense, net, or the cash requirements necessary to service interest or principal payments on our indebtedness, which reduces cash available to us; (iv) share-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy; (v) provision for income taxes, which may represent a reduction in cash available to us; and (vi) certain other items that we believe are not indicative of the performance of our portfolio. In addition, other companies, including companies in our industry, may calculate these non-GAAP measures or similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our disclosure of non-GAAP measures as a tool for comparison.
Because of these and other limitations, these non-GAAP measures should be considered along with other financial performance measures, including our financial results prepared in accordance with GAAP.
EBITDA
EBITDA is defined as earnings before interest, tax, depreciation and amortization.
EBITDAre
EBITDAre is defined by The National Association of Real Estate Investment Trusts (“NAREIT”) as follows: (a) GAAP net income or loss, plus (b) interest expense, plus (c) income tax expense, plus (d) depreciation and amortization plus/minus (e) losses and gains on the disposition of depreciated properties, including losses/gains on change of control, plus (f) impairment write-downs of depreciated property and of investments in unconsolidated affiliates caused by a decrease in value of depreciated property in the affiliate, plus (g) adjustments to reflect the entity’s share of EBITDAre of consolidated affiliates.

16


Adjusted EBITDAre
Adjusted EBITDAre is defined as EBITDAre modified to exclude items such as acquisition-related expenses, employee separation expenses, share-based compensation expenses, and other items that we believe are not indicative of the performance of our portfolio. We also include an adjustment to reflect a full period of net operating income on the operating properties we acquire during the quarter and to remove net operating income on properties we dispose of during the quarter (in each case, as if such acquisition or disposition, as applicable, had occurred on the first day of the quarter). The adjustment for acquisitions is based on our estimate of the net operating income we would have received from such property if it had been owned for the full quarter; however, the net operating income we actually receive from such properties in future quarters may differ based on our experience operating such properties subsequent to closing of the acquisitions. We may also exclude the annualizing of other large transaction items such as termination income recognized during the quarter.
Our calculation of EBITDA, EBITDAre, and Adjusted EBITDAre is presented in the following table for the three months ended December 31, 2025 (dollars in thousands):

Three Months Ended December 31,
2025
Reconciliation of Net Income to EBITDA, EBITDAre, and Adjusted EBITDAre (1):
Net income$3,748 
Interest expense12,287 
Depreciation and amortization13,353 
EBITDA29,388 
Real estate impairment provision(9,015)
EBITDAre20,373 
Adjustment for acquisitions509 
Adjustment for dispositions(9,539)
Share-based compensation expense1,596 
Loss on extinguishment of debt3,020 
Lease termination adjustment(45)
Transaction expenses121 
Adjustment to exclude other activities158 
Adjusted EBITDAre$16,193 
(1)EBITDA, EBITDAre, and Adjusted EBITDAre include amounts related to both continuing operations and Office Discontinued Operations Properties for all periods presented.

17


PEAKSTONE REALTY TRUST
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS
(Unaudited; in thousands)

The following table summarizes net income (loss) from discontinued operations related to the Office Discontinued Operations Properties for the three months and full year ended December 31, 2025 and 2024 :

Three Months Ended December 31,Year Ended December 31,
2025202420252024
Revenue
Rental income$12,812 $28,147 $94,842 $111,716 
Expenses
Property operating expense2,317 3,122 11,931 12,395 
Property tax expense867 1,990 6,331 7,745 
Real estate impairment provision— 345,493 — 
Depreciation and amortization— 12,013 30,217 47,479 
Total expenses3,184 17,125 393,972 67,619 
Other income (expenses):
Interest expense
(307)(1,527)(4,665)(6,072)
Other (expense) income, net(77)— (43)
Loss on extinguishment of debt(538)— (1,243)— 
Income (loss) from discontinued operations8,706 9,495 (305,081)38,028 
Gain from disposition of assets9,015 — 32,471 — 
Net income (loss) from discontinued operations$17,721 $9,495 $(272,610)$38,028 

18


PEAKSTONE REALTY TRUST
Appendix
Annualized Base Rent, Net Debt, Occupancy, and WALT Definitions

“Annualized Base Rent” or “ABR” is calculated as the monthly contractual base rent for leases that have commenced as of the end of the quarter, excluding rent abatements, multiplied by 12 months and deducting base year operating expenses for gross and modified leases, unless otherwise specified. For leases in effect at the end of any quarter that provide for rent abatement during the last month of that quarter, the Company used the monthly contractual base rent payable following expiration of the abatement period.
“Net Debt” is total debt (excluding deferred financing costs and debt premiums/discounts) less cash and cash equivalents (excluding restricted cash).

“Occupancy" is the leased square footage or usable acres, as applicable, under leases that have commenced as of the end of the quarter. "Occupancy Percentage" is total applicable Occupancy divided by the total applicable leasable square footage or usable acres.

"Operating Property" is any property not classified as a Redevelopment Property. "Operating Portfolio" refers to all Operating Properties.

"Redevelopment Property" is a property where we intend to undertake “repositioning/redevelopment work” including (i) making capital improvements to enhance its functionality, (ii) removing existing structures, (iii) building a new facility from the ground up, and/or (iv) converting the property to a different use. A Redevelopment Property will be moved to the Operating Portfolio upon the earlier of (i) achieving 90% Occupancy of the intended use or (ii) 12 months after completion of the repositioning/redevelopment work. “Redevelopment Portfolio” refers to all Redevelopment Properties.

“WALT” is the weighted average lease term in years (excluding unexercised renewal options and early termination rights) based on Annualized Base Rent.

19
Supplemental Information Fourth Quarter 2025 1


 
2 Cautionary Statement Regarding Forward-Looking Statements This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated expenses, anticipated events or trends and similar expressions concerning matters that are not historical facts, including statements relating to the growth of our industrial outdoor storage (“IOS”) platform and the consummation of the Mergers (as defined below). 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 document reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly from those expressed in any forward-looking statement. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: general economic and financial conditions; political uncertainty in the U.S.; the impact of tariffs and global trade disruptions on us and our tenants; market volatility; inflation; any potential recession or threat of recession; interest rates; disruption in the debt and banking markets; concentration in asset type; tenant concentration, geographic concentration, and the financial condition of our tenants; whether we are able to monitor the credit quality of our tenants and/or their parent companies and guarantors; competition for tenants and competition with sellers of similar properties if we elect to dispose of our properties; our access to, and the availability of capital; whether we will be able to refinance or repay debt; whether we will be successful in renewing leases or selling an applicable property, as leases expire; whether we will re-lease available space above or at current market rental rates; future financial and operating results; our ability to manage cash flows; our ability to manage expenses, including as a result of tenant failure to maintain our net-leased properties; dilution resulting from equity issuances; expected sources of financing, including the ability to maintain the commitments under our revolving credit facility, and the availability and attractiveness of the terms of any such financing; legislative and regulatory changes that could adversely affect our business; changes in zoning, occupancy, land use and safety regulations and/or changes in their applicability to our properties; cybersecurity incidents or disruptions to our or our third party information technology systems; our ability to maintain our status as a real estate investment trust (a "REIT") within the meaning of Section 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”) and our Operating Partnership as a partnership for U.S. federal income tax purposes; our future capital expenditures, operating expenses, net income or loss, operating income, cash flow and developments and trends of the real estate industry; whether we will be successful in the pursuit of our objectives, expectations and intentions, including any acquisitions, investments, or dispositions, including our acquisition of industrial outdoor storage assets; whether we are able to identify, source or complete acquisitions on acceptable terms; our ability to meet budgeted or stabilized returns on our redevelopment projects within expected time frames, or at all; whether we will succeed in our investment objectives; whether we are able to successfully operate our industrial outdoor storage properties; any fluctuation and/or volatility of the trading price of our common shares; risks associated with our dependence on key personnel whose continued service is not guaranteed; risks associated with our ability to obtain the shareholder approval required to consummate the Mergers and the timing of the closing, including the risks that a condition to closing will not be satisfied within the expected timeframe or at all or that the closing will not occur; the outcome of any legal proceedings that may be instituted against the parties to, and others related to, the Mergers and the Merger Agreement (as defined below); the risk that shareholder litigation in connection with the Mergers may affect the timing or occurrence of the Mergers or result in significant costs of defense, indemnification and liability; unanticipated difficulties or expenditures relating to the Mergers, the response of business partners and competitors to the announcement of the Mergers, potential difficulties in our ability to retain and hire key personnel and maintain relationships with tenants and other third parties as a result of the Mergers, and/or potential difficulties in employee retention as a result of the announcement and pendency of the Mergers; and other factors, including those risks disclosed in Part I, Item 1A. “Risk Factors” and Part II, Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K filed with the US. Securities and Exchange Commission. While forward-looking statements reflect our good faith beliefs, assumptions and expectations, they are not guarantees of future performance. The forward-looking statements speak only as of the date of this document. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this document, except as required by applicable law. We caution investors not to place undue reliance on any forward-looking statements, which are based only on information currently available to us. Notice Regarding Non-GAAP Financial Measures In addition to U.S. GAAP financial measures, this document contains and may refer to certain non-GAAP financial measures. These non-GAAP financial measures are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. These non-GAAP financial measures should not be considered replacements for, and should be read together with, the most comparable GAAP financial measures. Reconciliations to the most directly comparable GAAP financial measures and statements of why management believes these measures are useful to investors are included in this document.


 
3 Table of Contents Page Portfolio Overview 4 Financial Information 9 Debt & Capitalization 21 Components of Net Asset Value 25 Portfolio Characteristics: Industrial Segment 27 Redevelopment Properties 33 Capital Expenditures 35 Notes & Definitions 37


 
Portfolio Overview 4


 
5 PORTFOLIO OVERVIEW Industrial Segment Number of Properties Occupancy Percentage (based on rentable square feet) Occupancy Percentage (based on usable acres) WALT (years)1 ABR ($ in thousands) % of ABR Operating 72 — — 4.5 $78,146 100.0% Industrial Outdoor Storage (IOS)2 56 — 97.9% 4.2 $31,885 40.8% Traditional Industrial3 16 100.0% — 4.7 $46,261 59.2% Redevelopment (IOS) 4 — — — — — TOTAL PORTFOLIO / WEIGHTED AVERAGE 76 100.0% 97.9% 4.5 $78,146 100.0% Portfolio Overview As of December 31, 2025 1 Weighted average based on ABR. 2 Properties with a low building-to-land ratio, or low coverage, maximizing yard space for the display, movement and storage of materials and equipment. 3 Traditional Industrial properties include distribution, warehouse and light manufacturing properties. As of December 31, 2025, our portfolio consisted of 76 industrial properties within one reportable segment (the “Industrial” segment). The portfolio included 60 IOS properties and 16 Traditional Industrial properties. Of the 76 properties in our portfolio, 72 were operating properties and four were designated for redevelopment or repositioning.


 
6 Acquisitions Summary For the year ended December 31, 2025 1 Weighted average based on ABR as of the acquisition date. (Unaudited, USD in thousands) 2025 IOS ACQUISITIONS Location Acquisition Date Properties Usable Acres WALT (years)1 Contractual Purchase Price Port Charlotte, FL 7/28/2025 1 9 6.8 $10,350 Smyrna, GA 8/4/2025 1 27 5.0 42,050 Fort Pierce, FL 9/30/2025 1 3 9.9 5,318 Chattanooga, TN 12/12/2025 1 7 9.3 8,000 Tampa, FL 12/12/2025 1 5 3.4 8,275 Tampa, FL 12/12/2025 1 4 4.8 6,500 Stone Mountain, GA 12/12/2025 1 2 5.0 4,250 Calhoun, GA 12/12/2025 1 5 — 4,000 Plano, TX 12/23/2025 1 4 4.7 7,500 2025 Total / Wtd. Avg. 9 66 5.3 $96,243


 
7 Dispositions Summary For the year ended December 31, 2025 (Unaudited, USD in thousands) 2025 DISPOSITIONS (CONTINUING OPERATIONS) Period Office Segment Dispositions Industrial Segment Dispositions Total Dispositions Square Feet Gross Sales Price Gain (Loss) Quarter Ended March 31, 2025 1 2 — 2 $251,200 $34,031 $(479) Quarter Ended June 30, 2025 2 4 — 4 655,500 127,800 245 Quarter Ended September 30, 2025 3 — 3 3 761,500 71,584 6,641 Year Ended December 31, 2025 6 3 9 1,668,200 $233,415 $6,407 1 Consisted of Office segment properties located in Hunt Valley, MD and Fort Worth, TX. 2 Consisted of Office segment properties located in Fort Mill, SC (2); North Huntingdon, PA; and Carmel, IN. 3 Consisted of Industrial segment properties located in Sparks Glencoe, MD; Bellevue, OH; and Auburn Hills, MI. 4 Consisted of Office segment properties located in Cranberry Township, PA and Wake Forest, NC (2). 5 Consisted of Office segment properties located in Andover, MA; Platteville, CO; Greenwood Village, CO; Birmingham, AL; Largo, FL and Redmond, WA (3). 6 Consisted of Office segment properties located in Nashville, TN (2); Burlington, MA (2); Durham, NC; Las Vegas, NV; Memphis, TN; Parsippany, NJ (2); Phoenix, AZ (2); San Diego, CA; Scottsdale, AZ (3); and Westminster, CO. (Unaudited, USD in thousands) 2025 DISPOSITIONS (DISCONTINUED OPERATIONS) Period Office Segment Dispositions Square Feet Gross Sales Price Gain (Loss) Quarter Ended June 30, 2025 4 3 181,000 $30,600 $(1,311) Quarter Ended September 30, 2025 5 8 1,224,800 247,450 24,767 Quarter Ended December 31, 2025 6 16 3,048,200 443,865 9,015 Year Ended December 31, 2025 27 4,454,000 $721,915 $32,471


 
8 Leasing Activity For the Quarter Ended December 31, 2025 (Unaudited, USD in thousands, except per acre) EXECUTED LEASES - USABLE ACRES Cash Rent Change1 GAAP Rent Change1 Location Segment Property Type Commencement Date Expiration Date Term (Yrs) Usable Acres Leasing Commissions $/Acre Tenant Improvement $/Acre Starting Rent/ Acre Prior Rent/ Acre Rent Change Starting Rent/Acre Prior Rent/ Acre Rent Change NEW LEASES Port Charlotte, FL 2,3 Industrial IOS 3/1/2026 6/30/2037 11.3 3.1 $ 46,678 $ 6,209 $ 64,706 $ 62,092 4.2 % $ 102,966 $ 78,026 32.0 % RENEWAL LEASES Manassas, VA Industrial IOS 4/1/2026 3/31/2029 3.0 3.7 $ — $ — $ 126,033 $ 126,033 — % $ 127,972 $ 123,002 4.0 % Houston, TX Industrial IOS 10/1/2026 9/30/2031 5.0 4.6 $ — $ — $ 63,130 $ 57,391 10.0 % $ 61,545 $ 61,545 — % Total / weighted average 6.1 11.4 $ 12,574 $ 1,673 $ 84,042 $ 81,014 3.7 % $ 94,338 $ 86,001 9.7 % 1 Refer to Notes & Definitions for details regarding GAAP Rent Change and Cash Rent Change calculations. 2 The Company proactively terminated the prior lease and simultaneously executed a new lease with a new tenant, keeping the site fully leased. 3 Commencement date may change based on completion of landlord work required under the lease. (Unaudited, USD in thousands, except per acre) TERMINATIONS/CONTRACTIONS Location Segment Property Type Previous Lease Expiration Date Termination Date Approx. Usable Acres Termination Income (Fee) Port Charlotte, FL2 Industrial IOS 7/27/2026 12/17/2025 3.1 $40,000


 
Financial Information 9


 
10 1 Calculated based on weighted-average number of common shares outstanding - basic and diluted. 2 Calculated based on total weighted-average number of common shares outstanding - basic and diluted plus weighted-average number of outstanding OP Units. FFO, Core FFO, AFFO and Adjusted EBITDAre are non-GAAP financial measures and include the activity related to both continuing operations and Office Discontinued Operations Properties for all periods presented. See slides 19 and 20 for reconciliations of FFO, Core FFO, AFFO and Adjusted EBITDAre for the quarters ending 12/31/2025 and 12/31/2024. 3 Represents OP Units that are owned by unitholders other than Peakstone Realty Trust. Represents the noncontrolling interest in the Operating Partnership. (Unaudited, USD in thousands, except per share metrics) For the Quarter Ended SELECTED FINANCIAL DATA 12/31/2025 12/31/2024 Net (loss) income attributable to common shareholders per share - basic and diluted from continuing operations1 $ (0.35) $ 0.11 Net income attributable to common shareholders per share - basic and diluted from discontinuing operations1 $ 0.44 $ 0.24 FFO per share/unit - basic and diluted2 $ 0.20 $ 0.74 Core FFO per share/unit - basic and diluted2 $ 0.28 $ 0.63 AFFO per share/unit - basic and diluted2 $ 0.28 $ 0.65 Adjusted EBITDAre $ 16,193 $ 42,607 (Unaudited, USD in thousands, except per share metrics) For the Quarter Ended CAPITALIZATION 12/31/2025 12/31/2024 Cash and Cash Equivalents $ 138,673 $ 146,514 Restricted Cash $ 7,767 $ 7,696 Total Consolidated Debt $ 485,936 $ 1,360,326 Common shares outstanding 37,176,167 36,733,327 OP Units outstanding3 2,733,737 2,987,687 Total common shares & OP Units outstanding 39,909,904 39,721,014 Weighted-average common shares outstanding - basic and diluted 36,870,738 36,444,348 Weighted-average OP Units outstanding3 2,890,256 3,164,838 Total Weighted-average common shares outstanding - basic and diluted and OP Units outstanding 39,760,994 39,609,186 Select Financial Data - Entire Portfolio


 
11 For the Quarter Ended (Unaudited, USD in thousands) 12/31/2025 REVENUE IOS $ 11,535 Traditional Industrial 14,453 TOTAL INDUSTRIAL REVENUE $ 25,988 NOI1 IOS $ 9,851 Traditional Industrial 12,042 Total INDUSTRIAL NOI $ 21,893 CASH NOI1 IOS $ 7,088 Traditional Industrial 11,528 TOTAL INDUSTRIAL CASH NOI $ 18,616 1 NOI and Cash NOI are non-GAAP financial measures. See slides 16 and 17 for reconciliations of NOI and Cash NOI for the quarters ending 12/31/2025 and 12/31/2024. Select Financial Data - Industrial Segment


 
12 For the Quarter Ended (Unaudited, USD in thousands, except per share metrics) 12/31/2025 12/31/2024 REVENUE Rental income $ 25,988 $ 29,787 EXPENSES Property operating expense 1,804 3,016 Property tax expense 2,291 2,364 General and administrative expenses 9,796 9,055 Corporate operating expenses to related parties 144 141 Real estate impairment provision — 2,538 Depreciation and amortization 13,353 13,813 Total expenses 27,388 30,927 Loss before other income (expenses) (1,400) (1,140) OTHER INCOME (EXPENSES) Interest expense (11,982) (14,389) Other income, net 2,012 1,677 Gain from disposition of assets — 13,123 (Loss) gain on extinguishment of debt (2,482) 10,973 Goodwill impairment provision — (5,680) Transaction expenses (121) (243) Net (loss) income from continuing operations (13,973) 4,321 DISCONTINUED OPERATIONS1: Income from discontinued operations 8,706 9,495 Gain from disposition of assets 9,015 — Net income from discontinued operations 17,721 9,495 NET INCOME 3,748 13,816 Net loss (income) attributable to noncontrolling interests from continuing operations 1,016 (345) Net loss attributable to noncontrolling interests from discontinued operations (1,288) (759) NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS (272) (1,104) NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS $ 3,476 $ 12,712 BASIC & DILUTED EARNINGS PER SHARE: NET (LOSS) INCOME PER SHARE FROM CONTINUING OPERATIONS $ (0.35) $ 0.11 NET INCOME PER SHARE FROM DISCONTINUED OPERATIONS 0.44 0.24 NET INCOME PER SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS, BASIC & DILUTED $ 0.09 $ 0.35 WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC & DILUTED 36,870,738 36,444,348 Consolidated Statement of Operations 1 Represents amounts related to Office Discontinued Operations properties for all periods presented.


 
13 For the Quarter Ended (Unaudited, USD in thousands) 12/31/2025 12/31/2024 REVENUE Rental income $ 12,812 $ 28,147 EXPENSES Property operating expense 2,317 3,122 Property tax expense 867 1,990 Depreciation and amortization — 12,013 Total expenses 3,184 17,125 OTHER INCOME (EXPENSES): Interest expense (307) (1,527) Other income, net (77) — Loss on extinguishment of debt (538) — Income from discontinued operations 8,706 9,495 Gain from disposition of assets 9,015 — NET INCOME FROM DISCONTINUED OPERATIONS $ 17,721 $ 9,495 Net Income From Discontinued Operations The following table summarizes net income from discontinued operations related to our Office Discontinued Operations Properties for the quarters ended December 31, 2025 and 2024:


 
14 As of (Unaudited, USD in thousands) 12/31/2025 12/31/2024 ASSETS Cash and cash equivalents $ 138,673 $ 146,514 Restricted cash1 7,767 7,696 Real estate Land 381,824 341,702 Building and improvements 810,112 1,009,286 In-place lease intangible assets 109,852 141,193 Construction in progress 4,233 962 Total real estate 1,306,021 1,493,143 Less: accumulated depreciation and amortization (211,099) (224,247) Total real estate, net 1,094,922 1,268,896 Assets related to discontinued operations, net2 — 1,101,356 Above-market lease intangible assets, net 1,257 2,401 Deferred rent receivable 18,173 22,958 Deferred leasing costs, net 3,885 5,013 Goodwill 68,373 68,373 Right-of-use lease assets 1,325 755 Interest rate swap asset, at fair value — 15,974 Other assets 18,449 36,296 TOTAL ASSETS $ 1,352,824 $ 2,676,232 Consolidated Balance Sheet 1Restricted cash is presented on the consolidated balance sheet and consists primarily of reserves that the Company funded as required by the applicable agreements with certain lenders in conjunction with debt financing or transactions. 2 Represents amounts related to Office Discontinued Operations properties for all periods presented.


 
15 As of (Unaudited, USD in thousands) 12/31/2025 12/31/2024 LIABILITIES AND EQUITY Debt, net $ 474,006 $ 1,344,619 Interest rate swap liability 2,444 — Distributions payable 3,818 8,477 Below-market lease intangible liabilities, net 34,261 39,832 Right-of-use lease liabilities 1,334 744 Accrued expenses and other liabilities 58,258 62,312 Liabilities related to discontinued operations1 — 68,226 TOTAL LIABILITIES 574,121 1,524,210 SHAREHOLDERS’ EQUITY Common Shares 37 37 Additional paid-in capital 3,025,954 3,016,804 Cumulative distributions (1,133,542) (1,109,215) Accumulated earnings (1,145,986) (838,279) Accumulated other comprehensive (loss) income (1,038) 15,874 TOTAL SHAREHOLDERS’ EQUITY 745,425 1,085,221 Noncontrolling interests 33,278 66,801 TOTAL EQUITY 778,703 1,152,022 TOTAL LIABILITIES AND EQUITY $ 1,352,824 $ 2,676,232 Consolidated Balance Sheet (continued) 1 Represents amounts related to Office Discontinued Operations Properties for all periods presented.


 
16 For the Quarter Ended (Unaudited, USD in thousands) 12/31/2025 12/31/2024 Net income $ 3,748 $ 13,816 General and administrative expenses 9,796 9,055 Corporate operating expenses to related parties 144 141 Real estate impairment provision — 2,538 Depreciation and amortization 13,353 13,813 Interest expense 11,982 14,389 Other income, net (2,012) (1,677) Loss (gain) on extinguishment of debt 2,482 (10,973) Gain from disposition of assets — (13,123) Goodwill impairment provision — 5,680 Transaction expenses 121 243 Net income from discontinued operations1 (17,721) (9,495) Total NOI $ 21,893 $ 24,407 Non-GAAP Financial Measures Reconciliation of Net Income to Total NOI Quarter Ended 1 Represents amounts related to Office Discontinued Operations Properties for all periods presented.


 
17 For the Quarter Ended For the Quarter Ended 12/31/2025 12/31/2024 (Unaudited, USD in thousands) IOS Traditional Industrial Total Industrial Segment Entire Portfolio IOS Traditional Industrial Total Industrial Segment Office Segment2 Other Segment3 Entire Portfolio Revenue $ 11,535 $ 14,453 $ 25,988 $ 25,988 $ 5,464 $ 14,981 $ 20,445 $ 5,171 $ 4,171 $ 29,787 Property operating expense (454) (1,350) (1,804) (1,804) (137) (1,038) (1,175) (472) (1,369) (3,016) Property tax expense (1,230) (1,061) (2,291) (2,291) (479) (1,181) (1,660) (185) (519) (2,364) TOTAL NOI1 9,851 12,042 21,893 21,893 4,848 12,762 17,610 4,514 2,283 24,407 CASH NOI ADJUSTMENTS: Straight-line rent (901) 88 (813) (813) (536) (1,041) (1,577) 10 147 (1,420) In-place lease amortization (1,857) (607) (2,464) (2,464) (1,026) (144) (1,170) 8 (33) (1,195) Deferred termination income (5) — (5) (5) 819 — 819 1,851 — 2,670 Other deferred adjustments — 5 5 5 — — — — 2 2 Inducement amortization — — — — — — — — 127 127 TOTAL CASH NOI1 $ 7,088 $ 11,528 $ 18,616 $ 18,616 $ 4,105 $ 11,577 $ 15,682 $ 6,383 $ 2,526 $ 24,591 Non-GAAP Financial Measures (continued) NOI and Cash NOI - By Segment Quarter Ended 1 NOI and Cash NOI from Office Discontinued Operations Properties have been excluded for the quarters ended December 31, 2025 and December 31, 2024. 2 As of December 31, 2025, the Company sold its final property in the Office segment, and as a result, the Office segment was eliminated. Amounts presented herein reflect the Company’s ownership of Office segment properties from continuing operations during the quarter ended December 31, 2024. 3 As of December 31, 2024, the Company sold its final property in the Other segment, and as a result, the Other segment was eliminated. Amounts presented herein reflect the Company’s ownership of Other segment properties during the quarter ended December 31, 2024. The Other segment consisted of vacant and non-core properties, together with other properties in the same cross-collateralized loan pool.


 
18 For the Quarter Ended (Unaudited, USD in thousands) 12/31/2025 12/31/2024 CASH NOI ALLOCATION1 IOS $ 7,088 $ 4,105 Traditional Industrial 11,528 11,577 Total Industrial Segment $ 18,616 $ 15,682 Office Segment1,2 — 6,383 Other Segment3 — 2,526 TOTAL CASH NOI $ 18,616 $ 24,591 SAME STORE CASH NOI ADJUSTMENTS � � Adjustment for acquired properties (7,088) (4,105) Adjustment for disposed properties (62) (10,002) � Lease termination and other non-recurring adjustments — 703 Rent abatements — (127) TOTAL SAME STORE CASH NOI ADJUSTMENTS (7,150) (13,531) TOTAL SAME STORE CASH NOI $ 11,466   $ 11,060 SAME STORE CASH NOI IOS $ — $ — Traditional Industrial 11,466 11,060 Total Industrial Segment $ 11,466 $ 11,060 TOTAL SAME STORE CASH NOI $ 11,466   $ 11,060 Change in Same Store Cash NOI ($) $ 406 Change in Same Store Cash NOI (%) 3.7 % NUMBER OF SAME STORE PROPERTIES 16 TOTAL SAME STORE SQUARE FEET 8,240,300 SAME STORE ECONOMIC OCCUPANCY 100.0 % Non-GAAP Financial Measures (continued) Cash NOI and Same Store Cash NOI 1 Cash NOI from Office Discontinued Operations Properties have been excluded for the quarters ending December 31, 2025 and December 31, 2024. 2 Office segment was eliminated as of December 31, 2025. 3 Other segment was eliminated as of December 31, 2024.


 
19 For the Quarter Ended Sequential Quarters Ended (Unaudited, USD in thousands, except per share metrics) 12/31/2025 12/31/2024 12/31/2025 9/30/2025 Reconciliation of Net Income (Loss) to FFO, Core FFO, and AFFO 1: NET INCOME $ 3,748 $ 13,816 $ 3,748 $ 3,780 Depreciation of building and improvements 8,499 17,699 8,499 13,337 Amortization of leasing costs and intangibles 4,855 8,225 4,855 6,999 Real estate impairment provision — 2,538 — 25,604 Gain from disposition of assets (9,015) (13,123) (9,015) (31,408) FFO 8,087 29,155 8,087 18,312 FFO attributable to common shareholders and noncontrolling interests2 $ 8,087 $ 29,155 $ 8,087 $ 18,312 Loss (gain) on extinguishment of debt 3,020 (10,973) 3,020 705 Impairment provision, goodwill — 5,680 — — Unrealized (gain) loss on investments (7) 90 (7) (57) Employee separation expense — 299 — 4 Transaction expenses 121 243 121 56 Lease termination adjustments (45) 107 (45) 50 Other activities and adjustments (74) 252 (74) (13) Core FFO attributable to common shareholders and noncontrolling interests2 $ 11,102 $ 24,853 $ 11,102 $ 19,057 Straight-line rent adjustment (628) (2,010) (628) (197) Amortization of share-based compensation 1,596 2,059 1,596 1,596 Deferred rent - ground lease 427 423 427 433 Amortization of below market rent, net (2,468) (1,332) (2,468) (3,463) Amortization of debt discount, net (73) (36) (73) (126) Amortization of ground leasehold interests — (98) — (98) Amortization of below tax benefits — 377 — 192 Amortization of deferred financing costs 1,286 1,206 1,286 1,243 Amortization of lease inducements — 127 — — AFFO available to common shareholders and noncontrolling interests2 $ 11,242 $ 25,569 $ 11,242 $ 18,637 FFO per share/unit, basic and diluted $ 0.20 $ 0.74 $ 0.20 $ 0.46 Core FFO per share/unit, basic and diluted $ 0.28 $ 0.63 $ 0.28 $ 0.48 AFFO per share/unit, basic and diluted $ 0.28 $ 0.65 $ 0.28 $ 0.47 Weighted-average common shares outstanding - basic and diluted shares 36,870,738 36,444,348 36,870,738 36,789,785 Weighted-average OP Units outstanding2 2,890,256 3,164,838 2,890,256 2,959,410 Weighted-average common shares and OP Units outstanding - basic and diluted 39,760,994 39,609,186 39,760,994 39,749,195 Non-GAAP Financial Measures (continued) FFO, Core FFO, and AFFO 1FFO, Core FFO, and AFFO include the amounts related to both continuing operations and Office Discontinued Operations Properties for all periods presented. 2 Represents weighted-average outstanding OP Units that are owned by unitholders other than Peakstone Realty Trust. Represents the noncontrolling interest in the Operating Partnership.


 
20 For the Quarter Ended Sequential Quarters Ended (Unaudited, USD in thousands) 12/31/2025 12/31/2024 12/31/2025 9/30/2025 Reconciliation of Net income (loss) to EBITDA, EBITDare, and Adjusted EBITDAre 1: Net income $ 3,748 $ 13,816 $ 3,748 $ 3,780 Interest expense 12,287 15,916 12,287 17,831 Depreciation and amortization 13,353 25,826 13,353 20,237 EBITDA 29,388 55,558 29,388 41,848 (Gain) loss from disposition (9,015) (13,123) (9,015) 25,604 Real estate impairment provision — 2,538 — (31,407) EBITDAre 20,373 44,973 20,373 36,045 Adjustment for acquisitions 509 3,081 509 385 Adjustment for dispositions (9,539) (2,285) (9,539) (4,794) Adjustment for redevelopment properties — — — 136 Share-based compensation expense 1,596 2,059 1,596 1,596 Loss (gain) on extinguishment of debt 3,020 (10,973) 3,020 705 Lease termination adjustment (45) 107 (45) 50 Transaction expenses 121 243 121 56 Employee separation expense — 299 — 4 Impairment provision, goodwill — 5,680 — — Adjustment to exclude other activities 158 (577) 158 (786) Adjusted EBITDAre $ 16,193 $ 42,607 $ 16,193 $ 33,397 Net Debt2 $ 347,263 $ 1,213,812 $ 347,263 $ 724,681 Net Debt / Adjusted EBITDAre 5.4 7.1 5.4 5.4 Non-GAAP Financial Measures (continued) EBITDA, EBITDAre, Adjusted EBITDAre 1 EBITDA, EBITDAre, and Adjusted EBITDAre include amounts related to both continuing operations and Office Discontinued Operations Properties for all periods presented. 2 Net debt is a non-GAAP financial measure. See slide 22 for a reconciliation to total debt as of 12/31/2025 and slide 41 for reconciliations to total debt for all other periods.


 
Debt & Capitalization 21


 
22 (Unaudited, USD in thousands, except for shares) Capitalization Liquidity Contractual Interest Rate1 Effective Interest Rate2 Remaining Term MAXIMUM CREDIT FACILITY CAPACITY $ 832,000 SECURED DEBT Fixed-Rate Secured Debt 5.04% 5.08% 3.8 $ 200,936 Borrowing Base Availability (per credit facility) $ 525,666 TOTAL SECURED DEBT 200,936 Less: Outstanding term loans (285,000) UNSECURED DEBT MAXIMUM REVOLVER AVAILABILITY $ 240,666 2028 Term Loan I 5.51% 5.51% 2.6 110,000 Less: Outstanding Revolving Loan $ — 2028 Term Loan II 5.51% 5.51% 2.8 175,000 Add: Cash and cash equivalents (excl. restricted) 138,673 Total Unsecured Debt 5.51% 5.51% 2.7 285,000 TOTAL LIQUIDITY $ 379,339 TOTAL DEBT 5.33% 3.2 485,936 Debt Metrics Less: Cash and cash equivalents (excl. restricted cash) (138,673) Net Debt / Adjusted EBITDAre 5.4x NET DEBT $ 347,263 Net Debt / Total Gross Real Estate 26.6% Unsecured Debt / Total Gross Real Estate 21.8% COMMON SHARES & OP UNITS OUTSTANDING Percentage of Floating-Rate Debt4 —% Common Shares Outstanding 37,176,167 Percentage of Fixed-Rate Debt4 100.0% OP Units Outstanding3 2,733,737 COMMON SHARES & OP UNITS OUTSTANDING 39,909,904 Key Debt Covenants5 Required Covenant Maximum Consolidated Leverage Ratio No greater than 60% 35.43% Minimum Consolidated Fixed Charge Coverage Ratio No less than 1.50 2.02 Maximum Total Secured Debt Ratio No greater than 40% 14.65% Minimum Unsecured Interest Coverage Ratio No less than 2.00 2.48 Maximum Unsecured Leverage Ratio No greater than 60% 28.10% Capitalization, Liquidity & Debt Overview As of December 31, 2025 4 Includes impact of floating to fixed interest rate swaps maturing on July 1, 2029. 5 Represents a summary of certain financial covenants for our unsecured debt as of December 31, 2025. The covenants are required by our credit facility and tested on a quarterly basis. Our actual performance for each covenant is calculated based on the definitions set forth in the credit facility agreement. 1The Contractual Interest Rate for the Company's unsecured debt uses the applicable Secured Overnight Financing Rate ("SOFR" or SOF rate"). As of December 31, 2025, the applicable rates were 3.66% (SOFR, as calculated per the credit facility), plus spreads of 1.75% (2028 Term Loan I) and 1.75% (2028 Term Loan II) and a 0.1% index. 2 The Effective Interest Rate is calculated on a weighted average basis, using the Actual/360 interest method (where applicable), and is inclusive of the Company's $285.0 million (as of December 31, 2025) floating to fixed interest rate swaps maturing on July 1, 2029 and have the effect of converting SOFR to a weighted average fixed rate of 3.58%. The Effective Interest Rate is calculated based on the face value of debt outstanding (i.e., excludes debt premium/discount and debt financing costs). 3Represents outstanding OP Units that are owned by unitholders other than Peakstone Realty Trust. Represents the noncontrolling interest in the Operating Partnership.


 
23 (Unaudited, USD in thousands) SECURED DEBT Fixed-Rate Secured Debt Contractual Interest Rate Maturity Date Outstanding Balance BOA II Loan1 4.32% May 2028 $ 90,610 Georgia Mortgage Loan2 5.31% Nov 2029 37,722 Illinois Mortgage Loan3 6.51% Nov 2029 23,000 Florida Mortgage Loan4 5.48% May 2032 49,604 Weighted-Average 5.04% Total Consolidated Secured Debt $ 200,936 Consolidated Secured Debt Schedule As of December 31, 2025 1 The BOA II Loan is secured by two properties located in Chicago, Illinois and Columbus, Ohio, 2 The Georgia Mortgage Loan is secured by a property in Savannah, Georgia. 3 The Illinois Mortgage Loan is secured by a property in Chicago, Illinois. 4 The Florida Mortgage Loan is secured by a property in Jacksonville, Florida.


 
24 1 Represents face value of debt outstanding (i.e., excludes debt premium/discount and debt financing costs). 2 Represents the 2028 Term Loan I and 2028 Term Loan II. 3 Represents the BOA II Loan. 4 Represents the Georgia and Illinois Mortgage Loans. 5 Represents the Florida Mortgage Loan. $141,194(1) $200,000(3) $400,000(5) Consolidated Debt Maturities 60,722 49,604 $90,610 $285,000 Industrial Mortgage Loans 2028 Term Loans 2025 2026 2027 2028 2029 Thereafter (1) $250,000 4 2 Consolidated Debt Maturity Schedule As of December 31, 2025 $210,0005 1 4 3 2 5


 
Components of Net Asset Value 25


 
26 (Unaudited, USD in thousands) Annualized Base Rent Balance Sheet Components ABR Percentage of ABR NON-COMMERCIAL REAL ESTATE ASSETS TOTAL INDUSTRIAL � � Cash and cash equivalents $ 138,673 IOS $ 31,885 40.8 % Restricted cash 7,767 Traditional Industrial 46,261 59.2 % Goodwill 68,373 TOTAL PORTFOLIO $ 78,146 100 % Tenant rent receivable 588 Cash - surrender value (DCP) 10,940 Real Estate Value Prepaid insurance 1,303 TOTAL REAL ESTATE, NET TOTAL PORTFOLIO Other assets 5,618 Total Real Estate 1,306,021 TOTAL NON-COMMERCIAL REAL ESTATE ASSETS $ 233,262 Total Accumulated Depreciation and Amortization (211,099) TOTAL REAL ESTATE, NET 1,094,922 LIABILITIES TOTAL Unsecured debt1 $ 285,000 Secured debt1 200,936 Distributions payable 3,818 Interest swap liability 2,444 Due to related parties 212 Interest payable 9,068 Prepaid tenant rent 2,978 Deferred compensation 10,875 Real estate taxes payable 2,388 Property operating expense payable 2,043 Accrued construction in progress 810 Accrued tenant improvements 833 Other liabilities 29,051 TOTAL LIABILITIES $ 550,456 COMMON SHARES + OP UNITS OUTSTANDING2 39,909,904 Components of Net Asset Value - Entire Portfolio As of December 31, 2025 1 Represents face value of debt outstanding (i.e., excludes debt premium/discount and debt financing costs). 2 Represents outstanding OP Units that are owned by unitholders other than the Peakstone Realty Trust. Represents the noncontrolling interest in the Operating Partnership.


 
27 Industrial Portfolio Characteristics


 
28 721 Properties 18 States 33 Markets 4.5 Years WALT2 1 Excludes 4 IOS Redevelopment Properties. 2 Weighted average based on ABR for Industrial segment. Industrial National Footprint - Operating Portfolio As of December 31, 2025 56 IOS1 16 Traditional Industrial


 
29 Top 10 Tenants Tenant/Major Tenant % of ABR1 WALT (years)2 1 Amazon 3 13.0%3 5.63 2 RH 10.0 4.7 3 3M Company 6.7 0.8 4 Samsonite 6.0 3.9 5 PepsiCo 4.3 2.6 6 Shaw 4.3 7.3 7 Huntington Ingalls 3.4 2.0 8 United Rentals 2.9 2.8 9 Maxim Crane 2.6 5.7 10 Pepsi Bottling Ventures 2.6 6.6 Top 10 Total/Average Lease Term 55.7% 4.3 Tenant Concentration As of December 31, 2025 1 Based on ABR for Industrial Segment. 2 Weighted average based on ABR for Industrial segment. 3 Represents three properties leased to this tenant.


 
30 Industry Concentration As of December 31, 2025 Top Industries Top Sub-Industries   Industry % of ABR1   Sub-Industry % of ABR1 1 Capital Goods 33.0 % 1 Internet & Direct Marketing Retail 13.0 % 2 Consumer Discretionary Distribution & Retail 25.8 2 Trading Companies & Distributors 12.0 3 Consumer Durables & Apparel 10.2 3 Homefurnishing Retail 10.0 4 Transportation 9.8 4 Soft Drinks 6.9 5 Food, Beverage & Tobacco 6.9 5 Industrial Conglomerates 6.7 6 Commercial & Professional Services 5.3 6 Trucking 6.1 7 Materials 4.4 7 Apparel, Accessories & Luxury Goods 6.0 8 Automobiles & Components 3.6 8 Aerospace & Defense 4.9 9 Real Estate Management & Development 1.0 % 9 Air Freight & Logistics 4.5 � Total 100.0 % 10 Diversified Support Services 4.4 � � � 11 Textiles 4.3 12 Building Products 3.8 � � � 13 Automotive Retail 2.9 14 Forest Products 2.5 15 Auto Components 2.3 16 Metal & Glass Containers 1.9 17 Construction Machinery & Heavy Trucks 1.5 18 Auto Parts & Equipment 1.3 19 Real Estate Operating Companies 1.0 20 Environmental & Facilities Services 0.9 Top 20 Total 96.9 % All others 3.1 % 1 Based on ABR for Industrial segment.


 
31 Geographic Distribution by State (% of ABR1) Market Concentration As of December 31, 2025 (USD in thousands) Top Markets (% of ABR1) Markets ABR1 % of ABR1 1 Chicago $ 9,582 12.3 % 2 Columbus 7,949 10.2 3 Stockton/Modesto 7,789 10.0 4 Atlanta 6,838 8.8 5 Savannah 5,685 7.3 6 Philadelphia 5,143 6.6 7 Jacksonville 4,931 6.3 8 Tampa 4,491 5.7 9 Hampton Roads 3,500 4.5 10 Northern New Jersey 2,183 2.8 Top 10 Total $ 58,091 74.5 % All others 20,055 25.5 Total $ 78,146 100.0 % 16.0% 14.7% 12.3% 10.4% 10.0% 6.8% 5.3% 5.1% 3.3% 3.3% 12.9% Georgia Florida Illinois Ohio California Pennsylvania Texas Virginia South Carolina New Jersey All Others 1 Based on ABR for Industrial segment.


 
32 Lease Data As of December 31, 2025 (USD in thousands) Lease Expiration Schedule (by ABR%)1 2.2% 7.1% 6.0% 3.9% 7.5% 5.4% 2.9% 1.6% 2.5% 1.7% 6.7% 10.0% 8.0% 10.0% 11.4% 2.6% 7.7% 2.9% IOS Traditional Industrial 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 >2034 —% 10% Lease Expirations Year Leases Approx. Square Feet Approx. Usable Acres ABR % of ABR1 2026 6 978,100 21 $6,911 8.8% 2027 14 — 71 5,577 7.1 2028 13 1,290,100 89 12,531 16.0 2029 9 1,129,700 46 9,317 11.9 2030 11 1,501,400 68 13,650 17.5 2031 7 1,039,200 70 13,130 16.8 2032 5 526,300 23 4,292 5.5 2033 5 1,340,400 20 7,283 9.3 2034 1 — 37 1,934 2.5 2035 3 — 14 1,302 1.7 >2035 2 435,100 — 2,219 2.9 Vacant — — 10 — — Redevelopment Properties2 — — 38 — — Totals 76 8,240,300 507 $78,146 100% 1 Based on ABR for Industrial segment. 2 Represents unleased space at Redevelopment Properties. Average Annual Rent Escalations 3.1% IOS 2.0% Traditional Industrial 2.5% Combined Industrial


 
Redevelopment Properties 33


 
34 Redevelopment Properties As of December 31, 2025 CURRENT REDEVELOPMENT Property Name Segment Location Projected Usable Acres1 Leased Percentage as of Quarter-End Occupancy Percentage as of Quarter-End 1 2687-2691 McCollum Parkway Industrial Kennesaw, GA 4 — — 2 1922 River Road Industrial Burlington, NJ 6 — — 3 511 Neck Road Industrial Burlington, NJ 9 — — Total / Weighted Average 19 — — 1 Represents the estimated usable acres of the project upon completion of redevelopment work. FUTURE REDEVELOPMENT Property Name Segment Location Leased Percentage as of Quarter-End Occupancy Percentage as of Quarter-End 1 2750 Bethlehem Pike Industrial Hatifeld, PA — —


 
Capital Expenditures 35


 
36 (Unaudited, USD in thousands) For the Quarter Ended INDUSTRIAL SEGMENT - OPERATING PORTFOLIO 12/31/2025 9/30/2025 6/30/2025 3/31/2025 IOS Value Enhancing Capital Expenditures $ 1,054 $ 318 $ 275 $ — Maintenance Capital Expenditures — 64 — — Total IOS Capital Expenditures $ 1,054 $ 382 $ 275 $ — TRADITIONAL INDUSTRIAL Value Enhancing Capital Expenditures $ 426 $ — $ — $ — Total Traditional Industrial Capital Expenditures $ 426 $ — $ — $ — TOTAL INDUSTRIAL SEGMENT - OPERATING PORTFOLIO $ 1,480 $ 382 $ 275 $ — Capital Expenditures (Cash Basis) (Unaudited, USD in thousands) For the Quarter Ended REDEVELOPMENT PROPERTIES 12/31/2025 9/30/2025 6/30/2025 3/31/2025 Total Capital Expenditures $ 922 $ 1,106 $ 1,560 $ 186 (Unaudited, USD in thousands) For the Quarter Ended OFFICE DISCONTINUED OPERATIONS PROPERTIES 12/31/2025 9/30/2025 6/30/2025 3/31/2025 Tenant Improvements $ — $ — $ 818 $ 891 Leasing Commissions — — — 261 TOTAL OFFICE SEGMENT - DISCONTINUED OPERATIONS PROPERTIES $ — $ — $ 818 $ 1,152


 
Notes & Definitions 37


 
38 Notes & Definitions ABR (Annualized Base Rent) “Annualized Base Rent” or “ABR” is calculated as the monthly contractual base rent for leases that have commenced as of the end of the quarter, excluding rent abatements, multiplied by 12 months and deducting base year operating expenses for gross and modified leases, unless otherwise specified. For leases in effect at the end of any quarter that provide for rent abatement during the last month of that quarter, the Company used the monthly contractual base rent payable following expiration of the abatement period. Average Annual Rent Escalations "Average Annual Rent Escalations" is defined as weighted average rental increase based on the remaining term of each lease, excluding i) unexercised renewal options and early termination rights and ii) leases that expire within one year. Cash and cash equivalents "Cash and cash equivalents" excludes restricted cash. The Company considers all short-term, highly liquid investments that are readily convertible to cash with a maturity of three months or less at the time of purchase to be cash equivalents. Cash Rent Change “Cash Rent Change” is calculated as the percentage change between initial cash rents for new/renewal leases and the expiring cash rents of comparable leases for the same space, excluding any rent abatements. We do not calculate Cash Rent Change for lease comparisons if either lease involved has any of the following characteristics, as we believe such leases do not provide a reliable basis for comparison: (i) the lease is for space that has never been leased under our ownership, (ii) the lease is for space that has been redeveloped or repositioned, (iii) the lease has a structure that is not comparable to the other lease or (iv) the lease term is less than 12 months. EBITDA, EBITDAre and Adjusted EBITDAre To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use EBITDA, EBITDAre and Adjusted EBITDAre, collectively, to help us evaluate our business. We use such non-GAAP financial measures to make strategic decisions, establish business plans and forecasts, identify trends affecting our business, and evaluate our operating performance. We believe that these non-GAAP financial measures, when taken collectively, may be helpful to investors because they allow for greater transparency into what measures we use in operating our business and measuring our performance and enable comparison of financial trends and results between periods where items may vary independent of business performance. These non- GAAP financial measures are presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP. We believe excluding items that neither relate to the ordinary course of business nor reflect our underlying business performance or that other companies, including companies in our industry, frequently exclude from similar non-GAAP measures enables us and our investors to compare our underlying business performance from period to period. Accordingly, we believe these adjustments facilitate a useful evaluation of our current operating performance and comparison to our past operating performance and provide investors with additional means to evaluate cost and expense trends. In addition, we also believe these adjustments enhance comparability of our financial performance and are similar measures that are widely used by analysts and investors as a means of evaluating a company’s performance.


 
39 Notes & Definitions (continued) EBITDA, EBITDAre and Adjusted EBITDAre (Cont.) There are a number of limitations related to our non-GAAP measures. Some of these limitations are that these measures, to the extent applicable, exclude: (i) historical or future cash requirements for maintenance capital expenditures or growth and expansion capital expenditures; (ii) depreciation and amortization, a non-cash expense, where the assets being depreciated and amortized may have to be replaced in the future and these measures do not reflect cash capital expenditure requirements for such replacements; (iii) interest expense, net, or the cash requirements necessary to service interest or principal payments on our indebtedness, which reduces cash available to us; (iv) share-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy; (v) provision for income taxes, which may represent a reduction in cash available to us; and (vi) certain other items that we believe are not indicative of the performance of our portfolio. In addition, other companies, including companies in our industry, may calculate these non-GAAP measures or similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our disclosure of non-GAAP measures as a tool for comparison. Because of these and other limitations, these non-GAAP measures should be considered along with other financial performance measures, including our financial results prepared in accordance with GAAP. EBITDA EBITDA is defined as earnings before interest, tax, depreciation and amortization. EBITDAre EBITDAre is defined by The National Association of Real Estate Investment Trusts (“NAREIT”) as follows: (a) GAAP net income or loss, plus (b) interest expense, plus (c) income tax expense, plus (d) depreciation and amortization plus/minus (e) losses and gains on the disposition of depreciated property, including losses/ gains on change of control, plus (f) impairment write-downs of depreciated property and of investments in unconsolidated affiliates caused by a decrease in value of depreciated property in the affiliate, plus (g) adjustments to reflect the entity’s share of EBITDAre of consolidated affiliates. Adjusted EBITDAre Adjusted EBITDAre is defined as EBITDAre modified to exclude items such as share-based compensation expenses, lease terminations, debt extinguishments, transaction expenses, employee separation expenses and other items that we believe are not indicative of the performance of our portfolio. We also include an adjustment to reflect a full period of net operating income for i) operating properties acquired during the quarter, ii) operating properties disposed of during the quarter, and iii) redevelopment properties that were re-classified to operating properties during the quarter (in each case, as if such property, as applicable, had occurred on the first day of the quarter). The adjustments for acquisitions and redevelopment properties are based on our estimate of the net operating income we would have received from such property if it had been owned or operating for the full quarter; however, the net operating income we actually receive from such properties in future quarters may differ based on our experience owning or operating such properties subsequent to the closing of the acquisition or re- classification from redevelopment.


 
40 Notes & Definitions (continued) Funds from Operations ("FFO"), Core Funds from Operations ("Core FFO"), and Adjusted Funds from Operations ("AFFO") We use Funds from Operations (“FFO”), Core Funds from Operation (“Core FFO”) and Adjusted Funds from Operations (“AFFO”) as supplemental financial measures of our performance. These measures are used by management as supplemental financial measures of operating performance. We do not use these measures as, nor should they be considered to be, alternatives to net earnings computed under GAAP, as indicators of our operating performance, as alternatives to cash from operating activities computed under GAAP or as indicators of our ability to fund our cash needs. The summary below describes the way we use these measures, provides information regarding why we believe these measures are meaningful supplemental measures of performance and reconciles these measures from net income or loss, the most directly comparable GAAP measures. FFO We compute FFO in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). FFO is defined as net income or loss computed in accordance with GAAP, excluding real estate related depreciation and amortization, impairment losses of depreciable real estate assets, gains (losses) from sales of depreciable real estate assets and after adjustments for unconsolidated joint ventures. FFO is used to facilitate meaningful comparisons of operating performance between periods and among other REITs, primarily because it excludes the effect of real estate depreciation and amortization and net gains (losses) from real estate sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, FFO can help facilitate comparisons of operating performance between periods and among other REITs. It should be noted, however, that other REITs may not define FFO in accordance with the current NAREIT definition or may interpret the current NAREIT definition differently than we do, making comparisons less meaningful. Core FFO We compute Core FFO by adjusting FFO, as defined by NAREIT, to exclude certain items such as gain or loss from the extinguishment of debt, goodwill impairment, unrealized gains or losses on derivative instruments, employee separation expense, transaction expenses, lease termination fees, and other items not related to ongoing operating performance of our properties. We believe that Core FFO is a useful supplemental measure in addition to FFO because it excludes the effects of certain items which can create significant earnings volatility, but which do not directly relate to our core business operations. As with FFO, our reported Core FFO may not be comparable to Core FFO as defined by other REITs. AFFO AFFO is presented in addition to Core FFO. AFFO further adjusts Core FFO for certain other non-cash items, including straight-line rent adjustment, amortization of share-based compensation, deferred rent – ground lease, non-cash amortization items (e.g., amortization of above- and below-market rent, net, debt premium and discount, net, ground lease interests, tax benefits and deferred financing costs) and other non-cash transactions. We believe AFFO provides a useful supplemental measure of our operating performance and is useful in comparing our operating performance with other REITs that may not be involved in similar transactions or activities. As with Core FFO, our reported AFFO may not be comparable to AFFO as defined by other REITs.


 
41 Notes & Definitions (continued) GAAP Rent Change “GAAP Rent Change” is calculated as the percentage change between GAAP rents for new/renewal leases and the expiring GAAP rents of comparable leases for the same space. We do not calculate GAAP Rent Change for lease comparisons if either lease involved has any of the following characteristics, as we believe such leases do not provide a reliable basis for comparison: (i) the lease is for space that has never been leased under our ownership, (ii) the lease is for space that has been redeveloped or repositioned, (iii) the lease has a structure that is not comparable to the other lease or (iv) the lease term is less than 12 months. Net Debt “Net Debt” is total debt (excluding deferred financing costs and debt premiums/discounts) less cash and cash equivalents (excluding restricted cash). See below for reconciliations of total debt to net debt for 12/31/2025, 9/30/2025 and 12/31/2024. As of quarter 12/31/2025 9/30/2025 12/31/2024 Total Debt $ 485,936 $ 1,050,766 $ 1,360,326 Less: Cash and cash equivalents (excl. restricted cash) (138,673) (326,085) (146,514) Net Debt $ 347,263 $ 724,681 $ 1,213,812


 
42 Notes & Definitions (continued) Net Operating Income (NOI), Cash NOI, and Same Store Cash NOI Net operating income (“NOI”) is a non-GAAP financial measure calculated as net income or loss, the most directly comparable financial measure calculated and presented in accordance with GAAP, excluding (to the extent applicable during the periods presented) general and administrative expenses, corporate operating expenses to related parties, impairment of real estate, depreciation and amortization, interest expense, other income, net, gains or losses on early extinguishment of debt, gains or losses on sales of real estate, impairment of goodwill, investment income or loss, transaction expense and net income or loss from discontinued operations and equity in earnings of unconsolidated real estate joint ventures. NOI on a cash basis (“Cash NOI”) is NOI adjusted to exclude the effect of straight- line rent, amortization of acquired above- and below-market lease intangibles, deferred termination income, other deferred adjustments and amortization of other intangibles. Cash NOI for our Same Store portfolio (“Same Store Cash NOI”) is Cash NOI for properties held for the entirety of all periods presented, with adjustments for lease termination fees and rent abatements (to the extent applicable during the periods presented). We believe that NOI, Cash NOI and Same-Store Cash NOI are helpful to investors as additional measures of operating performance because we believe they help both investors and management to understand the core operations of our properties excluding corporate and financing-related costs and non-cash depreciation and amortization. NOI, Cash NOI and Same Store Cash NOI are unlevered operating performance metrics of our properties and allow for a useful comparison of the operating performance of individual assets or groups of assets. These measures thereby provide an operating perspective not immediately apparent from GAAP income from operations or net income (loss). In addition, NOI, Cash NOI and Same Store Cash NOI are considered by many in the real estate industry to be useful starting points for determining the value of a real estate asset or group of assets. Because NOI, Cash NOI and Same Store Cash NOI exclude depreciation and amortization and capture neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures and capitalized leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our results from operations, the utility of NOI, Cash NOI and Same Store Cash NOI as measures of our performance is limited. Therefore, NOI, Cash NOI and Same Store Cash NOI should not be considered as alternatives to net income or loss, as computed in accordance with GAAP. NOI, Cash NOI and Same Store Cash NOI may not be comparable to similarly titled measures of other companies.


 
43 Notes & Definitions (continued) Occupancy or Occupancy Percentage “Occupancy" is the leased square footage or usable acres, as applicable, under leases that have commenced as of the end of the quarter. "Occupancy Percentage" is total applicable Occupancy divided by the total applicable leasable square footage or usable acres. Operating Margin "Operating Margin" is NOI divided by revenue. Operating Partnership "Operating Partnership" refers to our operating partnership, PKST OP, L.P., which owns directly and indirectly all of the Company's assets. OP Units "OP Units" represent the outstanding common units of limited partnership interest in the Operating Partnership. Operating Property or Operating Portfolio "Operating Property" is any property not classified as a Redevelopment Property. "Operating Portfolio" refers to all Operating Properties. Per Share "Per Share" data represents amounts calculated based on the weighted-average number of basic and diluted common shares outstanding. Per Share/Unit "Per Share/Unit" data represents amounts calculated based on (i) the weighted-average number of basic and diluted common shares outstanding plus (ii) the weighted-average number of OP Units outstanding (that are owned by unitholders other than Peakstone Realty Trust). This metric is used in FFO and AFFO calculations. Redevelopment Property "Redevelopment Property" is a property where we intend to undertake “repositioning/redevelopment work” including (i) making capital improvements to enhance its functionality, (ii) removing existing structures, (iii) building a new facility from the ground up, and/or (iv) converting the property to a different use. A Redevelopment Property will be moved to the Operating Portfolio upon the earlier of (i) achieving 90% Occupancy of the intended use or (ii) 12 months after completion of the repositioning/redevelopment work. “Redevelopment Portfolio” refers to all Redevelopment Properties. Same Store "Same store" portfolio means properties which were held for a full period compared to the same period in the prior year. WALT “WALT” is the weighted average lease term in years (excluding unexercised renewal options and early termination rights) based on Annualized Base Rent.


 

FAQ

What is Peakstone Realty Trust (PKST) receiving in the proposed Brookfield merger?

Peakstone shareholders are slated to receive $21.00 in cash per share. The deal implies about $1.2 billion in enterprise value and represents a 34% premium to the January 30 2026 share price, with even higher premiums versus recent 30‑ and 90‑day VWAPs.

When is the Peakstone (PKST) and Brookfield merger expected to close?

The merger is expected to close by the end of the second quarter of 2026. Completion depends on approval by Peakstone’s common shareholders and satisfaction of customary closing conditions described in the merger agreement and forthcoming proxy materials.

How did Peakstone Realty Trust (PKST) perform financially in full-year 2025?

In 2025, Peakstone reported about $106.0 million in continuing revenue and a $(307.7) million net loss. Core FFO was $78.6 million, or $1.98 per share/unit, and AFFO was $79.0 million, or $1.99 per share/unit, reflecting portfolio transitions and impairments.

What portfolio changes did Peakstone (PKST) make during 2025?

Peakstone completed a transformation to an industrial-only REIT in 2025. It sold 33 office properties for approximately $883.7 million, exited the Office segment, and acquired nine industrial outdoor storage properties for about $96.2 million to expand its IOS platform.

How has Peakstone Realty Trust (PKST) managed its debt levels?

Peakstone reduced its outstanding debt balance by roughly $874.4 million in 2025. Total debt fell to $485.9 million as of December 31 2025, resulting in Net Debt of $347.3 million and Net Debt to Adjusted EBITDAre of 5.4x.

What happens to Peakstone’s (PKST) dividend under the Brookfield merger agreement?

Peakstone paid a $0.10 per-share dividend for the fourth quarter but then suspended regular dividends. Under the merger agreement, dividends are suspended effective immediately until the earlier of the transaction closing or termination, impacting interim cash income for shareholders.

What are the key operating metrics of Peakstone’s industrial portfolio?

As of December 31 2025, Peakstone owned 76 industrial properties with strong occupancy. The portfolio was 100% occupied by rentable square feet and 97.9% by usable acres, generating annualized base rent of approximately $78.1 million and a weighted-average lease term of 4.5 years.

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