8-K filed May 6, 2026, 7:59 PM ET ticker PKST CIK 0001600626

M&A confidence high sentiment neutral materiality 0.95

Brookfield completes $1.2B acquisition of Peakstone Realty Trust at $21.00/share

Peakstone Realty Trust

Peakstone shareholders received $21.00 per share in cash; total transaction value ~$1.2 billion.
Peakstone shares delisted from NYSE effective May 6, 2026; company is now privately held.
Brookfield integrates Peakstone's 70+ industrial assets (including IOS) into global logistics platform spanning 160M+ sq ft.
All prior directors and executive officers resigned; new trustees/officers appointed by Brookfield; prior executives receive severance per employment agreements.

item 2.01 item 3.01 item 3.02 item 5.03 item 3.03 item 5.01 item 5.02 item 8.01 item 9.01

Machine-readable event card

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accession: 0001140361-26-019333
form_type: 8-K
ticker: PKST
cik: 0001600626
company_name: Peakstone Realty Trust
filed_at: 2026-05-06T23:59:59+00:00
discovered_at: 2026-05-14T18:02:32.570987+00:00
generated_at: 2026-05-14T22:43:20.178024+00:00
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Source-grounded claims

04f6e3356a81ed06f7ce75e369300011f641ce36

Peakstone Realty Trust: Amendment and restatement of the bylaws at the Company Merger Effective Time.

In addition, at the Company Merger Effective Time, the bylaws of the Company that were in effect immediately prior to the Company Merger Effective Time were amended and restated in their entirety in the form attached hereto as Exhibit 3.2 and became the bylaws of the Surviving Company.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

3c6e74f321cbbe0240a25e9456014a70cee48ff3

Peakstone Realty Trust: Adoption of new bylaws upon conversion to a Maryland corporation on May 6, 2026 (effective 2026-05-06).

and the bylaws in the form attached hereto as Exhibit 3.4 became the bylaws of the Converted Company.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

77a09c73ae78f62544a12c654cf8a9ad7d58b6bb

Peakstone Realty Trust: Amendment and restatement of the declaration of trust at the Company Merger Effective Time.

At the Company Merger Effective Time, the declaration of trust of the Company that was in effect immediately prior to the Company Merger Effective Time was amended and restated in its entirety in the form attached hereto as Exhibit 3.1 and became the declaration of trust of the Surviving Company.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

dcb27d18469123b5d9c0acf38e6c04b30d5a65e5

Peakstone Realty Trust: Adoption of new Articles of Incorporation upon conversion to a Maryland corporation on May 6, 2026 (effective 2026-05-06).

Pursuant to the Company Conversion, the Articles of Incorporation in the form attached hereto as Exhibit 3.3 became the Articles of Incorporation of the Converted Company

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

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same fact type: governance_change same SEC item: 2.01, 3.01, 3.02, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

In addition, at the Company Merger Effective Time, the bylaws of the Company that were in effect immediately prior to the Company Merger Effective Time were amended and restated in their entirety in the form attached hereto as Exhibit 3.2 and became the bylaws of the Surviving Company.

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same fact type: governance_change same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

In addition, at the Company Merger Effective Time, the bylaws of the Company that were in effect immediately prior to the Company Merger Effective Time were amended and restated in their entirety in the form attached hereto as Exhibit 3.2 and became the bylaws of the Surviving Company.

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the Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1

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same fact type: governance_change same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 same event type: m_and_a similar materiality

This filing

In addition, at the Company Merger Effective Time, the bylaws of the Company that were in effect immediately prior to the Company Merger Effective Time were amended and restated in their entirety in the form attached hereto as Exhibit 3.2 and became the bylaws of the Surviving Company.

Comparable filing

Pursuant to the terms of the Merger Agreement, on May 5, 2026, Terns’ amended and restated certificate of incorporation and amended and restated bylaws were each amended and restated in their entirety and became the certificate of incorporation and bylaws of the Surviving Corporation.

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same fact type: governance_change same SEC item: 2.01, 3.02, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

In addition, at the Company Merger Effective Time, the bylaws of the Company that were in effect immediately prior to the Company Merger Effective Time were amended and restated in their entirety in the form attached hereto as Exhibit 3.2 and became the bylaws of the Surviving Company.

Comparable filing

on May 1, 2026, the Company filed the Second Amended and Restated Articles of Incorporation (the “A&R Articles”) with the Secretary of State of the State of Nevada with a delayed effective date and time of 3:00 a.m. (Eastern Time) on May 5, 2026.

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same fact type: governance_change same SEC item: 2.01, 3.01, 3.02, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 same event type: m_and_a similar materiality

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In addition, at the Company Merger Effective Time, the bylaws of the Company that were in effect immediately prior to the Company Merger Effective Time were amended and restated in their entirety in the form attached hereto as Exhibit 3.2 and became the bylaws of the Surviving Company.

Comparable filing

Effective upon completion of the Merger, the bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated to be in the form of the bylaws filed herewith as Exhibit 3.2.

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same fact type: governance_change same SEC item: 2.01, 3.02, 3.03, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

In addition, at the Company Merger Effective Time, the bylaws of the Company that were in effect immediately prior to the Company Merger Effective Time were amended and restated in their entirety in the form attached hereto as Exhibit 3.2 and became the bylaws of the Surviving Company.

Comparable filing

The Company has filed with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of the Company Preferred Stock (the “Certificate of Designation”) in connection with the Merger referenced in Item 1.01 above.

Filing page SEC filing

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same fact type: governance_change same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

In addition, at the Company Merger Effective Time, the bylaws of the Company that were in effect immediately prior to the Company Merger Effective Time were amended and restated in their entirety in the form attached hereto as Exhibit 3.2 and became the bylaws of the Surviving Company.

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same fact type: governance_change same SEC item: 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

In addition, at the Company Merger Effective Time, the bylaws of the Company that were in effect immediately prior to the Company Merger Effective Time were amended and restated in their entirety in the form attached hereto as Exhibit 3.2 and became the bylaws of the Surviving Company.

Comparable filing

In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.

Filing page SEC filing

Source: SEC EDGAR

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