S-3DPOS 1 ef20071611_s3dpos.htm S-3DPOS

As filed with the Securities and Exchange Commission on May 6, 2026

Registration No. 333-239924

Registration No. 333-217178

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3D REGISTRATION STATEMENT (NO. 333-239924)

POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3D REGISTRATION STATEMENT (NO. 333-217178)

UNDER THE SECURITIES ACT OF 1933

PEAKSTONE REALTY TRUST

(Peakstone Realty Trust, Inc. as successor-by-conversion to Peakstone Realty Trust)

Maryland (State or other jurisdiction of incorporation or organization)	225 Liberty St, FL 8, New York, NY 10281-1048 (212) 417-7000	46-4654479 (I.R.S. Employer Identification Number)
	(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)

c/o Corporation Service Company,

251 Little Falls Drive,

Wilmington, Delaware 19808

(866) 403-5272

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Brian Scrivani, Esq.

David Perechocky, Esq.

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166

(212) 351-4000

Approximate date of commencement of proposed sale to the public: Not applicable.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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 7(a)(2)(B) of the Securities Act. ☐

DEREGISTRATION OF SECURITIES

These Post-Effective Amendments (the “Post-Effective Amendments”) relate to the following Registration Statements on Form S-3D (each, a “Registration Statement” and collectively, the “Registration Statements”) filed by Peakstone Realty Trust, a Maryland corporation (as successor-by-conversion to, and formerly known as, Peakstone Realty Trust, a Maryland real estate investment trust) (the “Registrant”), with the U.S. Securities and Exchange Commission (the “SEC”):

•

Registration Statement No. 333-239924, filed with the SEC on July 17, 2020, as amended by Post-Effective Amendment No. 1 to the Registration Statement, filed with the SEC on May 22, 2023; and

•

Registration Statement No. 333-217178, filed with the SEC on April 6, 2017, as amended by Post-Effective Amendment No. 1 to the Registration Statement, filed with the SEC on April 18, 2019.

On May 6, 2026, the Registrant completed the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 2, 2026, 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”), and Neon OP Merger Sub LLC, a Delaware limited liability company and a subsidiary of Parent (“Operating Merger Sub”), the Registrant and PKST OP, L.P., a Delaware limited partnership and a majority owned subsidiary of the Registrant (the “Operating Partnership”). Pursuant to the Merger Agreement, at the closing of the transactions, (i) Operating Merger Sub merged with and into the Operating Partnership, with the Operating Partnership surviving the merger (the “Surviving Partnership” and such merger, the “Partnership Merger”), and (ii) immediately following the consummation of the Partnership Merger, REIT Merger Sub merged with and into the Registrant, with the Registrant surviving the merger (the “Surviving Entity” and such merger, together with the Partnership Merger, the “Mergers”). As a result of the Mergers, Parent (or subsidiaries thereof) became the sole common shareholders of the Surviving Entity, and the Surviving Partnership became wholly owned by Parent and the Surviving Entity (or subsidiaries thereof). On May 6, 2026, following the closing of the Mergers, the Registrant converted to a Maryland corporation and became known as Peakstone Realty Trust, Inc.

In connection with the closing of the Mergers, the offerings pursuant to the Registration Statements have been terminated. In accordance with undertakings made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance but remain unsold or otherwise unissued at the termination of the offerings, the Registrant hereby removes from registration all securities that were registered but unsold under the Registration Statements as of the date hereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in Atlanta, Georgia, on May 6, 2026.

	PEAKSTONE REALTY TRUST, INC. (as successor-by-conversion to Peakstone Realty Trust)

	By:	/s/ Gautam Huded
	Name:	Gautam Huded
	Title:	President

No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company