Peakstone Realty Trust (PKST) Proxy Filing summary

Executive summary

• A special meeting is scheduled for April 29, 2026, to vote on a merger agreement under which shareholders will receive $21.00 per share in cash, representing a significant premium to recent trading prices.

• The merger involves Peakstone Realty Trust and entities affiliated with Brookfield Asset Management, with the company and its operating partnership becoming subsidiaries of the acquiring group.

• The board unanimously recommends approval, citing certainty of value, liquidity, and the challenges of remaining a standalone public company.

• The transaction is structured to provide a go-shop period, allowing the company to solicit superior proposals post-signing.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) approval of the merger, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) adjournment of the meeting if more votes are needed.

• Approval of the merger requires a majority of all shares entitled to vote; failure to vote or abstentions count as votes against.

• No other matters may be brought before the meeting.

Board of directors and corporate governance

• The board conducted a thorough review of strategic alternatives, including engagement with multiple potential acquirers and activist shareholders.

• The board negotiated improved terms, including a higher price and favorable deal protections.

• The board's recommendation is based on financial advisor input, market conditions, and the premium offered.