Peakstone shareholders approve Brookfield merger deal

Peakstone Realty Trust shareholders have approved a planned merger described in a February 2, 2026 Merger Agreement with BSREP V Neon Pooling REIT L.P. and related Brookfield-affiliated entities.

Rhea-AI Filing Summary

Peakstone Realty Trust shareholders have approved a planned merger described in a February 2, 2026 Merger Agreement with BSREP V Neon Pooling REIT L.P. and related Brookfield-affiliated entities. At a special meeting on April 29, 2026, 21,848,801 Company Common Shares voted for the main merger proposal, versus 304,887 against and 288,066 abstaining.

A quorum was present, with 22,441,754 shares representing about 60.34% of the 37,187,359 shares outstanding as of the record date. Shareholders also approved, on a non-binding advisory basis, potential merger-related compensation for named executive officers, with 16,360,800 votes for, 5,655,446 against and 425,508 abstentions. A proposal to allow adjournment of the meeting to solicit additional proxies, if needed, was approved, but adjournment proved unnecessary because the merger proposal already had sufficient support.

Positive

• Merger proposal approved with strong support: 21,848,801 shares voted for the Company Merger and related transactions, versus 304,887 against and 288,066 abstaining, materially advancing completion of Peakstone’s combination with Brookfield-affiliated entities.

Negative

• None.

Insights

M&A and REIT analyst

Shareholder approval significantly advances Peakstone’s Brookfield-led merger.

The special meeting shows strong shareholder backing for the Company Merger and related transactions under the February 2026 Merger Agreement. The merger proposal received 21,848,801 votes in favor versus 304,887 against, indicating limited organized opposition among voting holders.

Roughly 60.34% of the 37,187,359 eligible shares were represented, so the approval reflects a majority of total shares, not just a thin turnout. The advisory vote supporting potential merger-related executive compensation and the approved (but unused) adjournment authority suggest governance processes were followed and did not impede the deal’s progress.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding at record date: 37,187,359 shares Shares represented at meeting: 22,441,754 shares Merger proposal votes for: 21,848,801 shares +3 more

6 metrics

Shares outstanding at record date 37,187,359 shares Company Common Shares as of March 13, 2026 record date

Shares represented at meeting 22,441,754 shares Approximately 60.34% of outstanding shares present or by proxy

Merger proposal votes for 21,848,801 shares Votes in favor of Company Merger and related transactions

Merger proposal votes against 304,887 shares Votes against Company Merger proposal

Advisory compensation votes for 16,360,800 shares Support for potential merger-related executive compensation

Adjournment proposal votes for 20,966,414 shares Approval to adjourn meeting if needed for more proxies

Key Terms

Agreement and Plan of Merger, non-binding, advisory basis, quorum, proxy statement, +2 more

6 terms

Agreement and Plan of Merger financial

"the shareholders of Peakstone Realty Trust... voted on three proposals related to the Agreement and Plan of Merger, dated as of February 2, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

non-binding, advisory basis regulatory

"The proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

quorum regulatory

"representing approximately 60.34% of the outstanding Company Common Shares entitled to vote, were present virtually or represented by proxy, constituting a quorum to conduct business"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

proxy statement regulatory

"The three proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 16, 2026"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

Partnership Merger financial

"Operating Merger Sub will be merged with and into the Operating Partnership, with the Operating Partnership surviving the merger (such merger, the “Partnership Merger”)"

Company Merger financial

"immediately following the consummation of the Partnership Merger, REIT Merger Sub will be merged with and into the Company, with the Company surviving the merger (such merger, the “Company Merger”)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Peakstone Realty Trust (PKST) shareholders approve at the special meeting?

Shareholders approved the Company Merger and related transactions under the February 2, 2026 Merger Agreement. They also supported, on a non-binding advisory basis, potential merger-related compensation for named executive officers and approved a possible adjournment to solicit more proxies, though adjournment was not needed.

How did Peakstone (PKST) shareholders vote on the main merger proposal?

The merger proposal received 21,848,801 votes for, 304,887 against and 288,066 abstentions. This outcome indicates clear support among participating shareholders for proceeding with the Company Merger and related transactions contemplated by the Merger Agreement dated February 2, 2026.

What was the quorum and turnout for Peakstone’s (PKST) special meeting?

As of the March 13, 2026 record date, Peakstone had 37,187,359 common shares outstanding. At the special meeting, 22,441,754 shares were present or represented by proxy, representing approximately 60.34% of eligible shares and constituting a valid quorum to conduct business.

How did Peakstone (PKST) shareholders vote on merger-related executive compensation?

On a non-binding, advisory basis, shareholders approved potential compensation tied to the Mergers for named executive officers. The vote totals were 16,360,800 shares for, 5,655,446 against and 425,508 abstaining, indicating majority support but with a more divided outcome than the core merger proposal.

Was Peakstone’s (PKST) adjournment proposal used to extend the special meeting?

Shareholders approved the proposal allowing adjournment of the special meeting to solicit additional proxies if necessary. The vote was 20,966,414 for, 1,127,090 against and 348,250 abstaining. However, adjournment was deemed unnecessary because there was a quorum and sufficient votes to approve the merger proposal.

Who are the counterparties to Peakstone’s (PKST) approved merger?

The Merger Agreement involves BSREP V Neon Pooling REIT L.P., BSREP V Neon Pooling Non-REIT L.P., BSREP V Brookfield Neon Sub L.P., Neon REIT Merger Sub LLC and Neon OP Merger Sub LLC as Parent-affiliated entities, along with Peakstone Realty Trust and PKST OP, L.P., the Operating Partnership.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/30/2026 - 04:08 PM Learn about SEC filing dates

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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): April 30, 2026 (April 29, 2026)

Peakstone Realty Trust

(Exact Name of Registrant as Specified in its Charter)

Maryland	001-41686	46-4654479
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

400 North Continental Boulevard

Suite 200

El Segundo, California 90245

(Address of principal executive offices, including zip code)

(310) 606-3200

(Registrant’s telephone number, including area code)

1520 E. Grand Avenue, El Segundo, California 90245

(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 (see General Instructions A.2.):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each Class	Trading Symbol	Name of each exchange on which registered
Common shares, $0.001 par value per share	PKST	New York Stock Exchange

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

Emerging Growth Company  ☐

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

Item 5.07 Submission of Matters to a Vote of Security Holders.

At a special meeting of shareholders (the “Special Meeting”) held on April 29, 2026, the shareholders of Peakstone Realty Trust, a Maryland real estate investment trust (the “Company”) voted on three proposals related to the Agreement and Plan of Merger, dated as of February 2, 2026 (as may be amended from time to time, the “Merger Agreement”), by and among BSREP V Neon Pooling REIT L.P., BSREP V Neon Pooling Non-REIT L.P. and BSREP V Brookfield Neon Sub L.P., each a Delaware limited partnership (collectively, “Parent”), Neon REIT Merger Sub LLC, a Delaware limited liability company and a subsidiary of Parent (“REIT Merger Sub”), Neon OP Merger Sub LLC, a Delaware limited liability company and a subsidiary of Parent (“Operating Merger Sub”), the Company, and PKST OP, L.P., a Delaware limited partnership and a majority owned subsidiary of the Company (the “Operating Partnership”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, (i) Operating Merger Sub will be merged with and into the Operating Partnership, with the Operating Partnership surviving the merger (such merger, the “Partnership Merger”) and (ii) immediately following the consummation of the Partnership Merger, REIT Merger Sub will be merged with and into the Company, with the Company surviving the merger (such merger, the “Company Merger” and, together with the Partnership Merger, the “Mergers”). The three proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 16, 2026.

The voting results regarding each proposal, as determined by the Company’s Inspector of Election, are set forth below. As of the close of business on March 13, 2026, the record date of the Special Meeting, there were 37,187,359 common shares, par value $0.001 per share, of the Company (each, a “Company Common Share”) outstanding, each of which was entitled to one vote on each proposal at the Special Meeting. At the Special Meeting, a total of 22,441,754 Company Common Shares, representing approximately 60.34% of the outstanding Company Common Shares entitled to vote, were present virtually or represented by proxy, constituting a quorum to conduct business.

Proposal 1 – The proposal to approve the Company Merger and the other transactions contemplated by the Merger Agreement (the “Merger Proposal”) was approved as follows:

For		Against		Abstain		Broker Non-Votes
21,848,801		304,887		288,066		--

Proposal 2 – The proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company's named executive officers in connection with the Mergers was approved as follows:

For		Against		Abstain		Broker Non-Votes
16,360,800		5,655,446		425,508		--

Proposal 3 – The proposal to approve any adjournment of the Special Meeting for the purpose of soliciting additional proxies if there were not sufficient votes at the Special Meeting to approve the Merger Proposal was approved as follows:

For		Against		Abstain		Broker Non-Votes
20,966,414		1,127,090		348,250		--

Adjournment of the Special Meeting was deemed not necessary because there was a quorum present and there were sufficient votes at the time of the Special Meeting to approve the Merger Proposal.

SIGNATURES

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

	Peakstone Realty Trust
Date: April 30, 2026	By:	/s/ Javier F. Bitar
	Name:	Javier F. Bitar
	Title	Chief Financial Officer and Treasurer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.7 KB