Declaration of Dividends and Distributions

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Declaration of Dividends and Distributions

Equity

Common Equity

On April 13, 2023, the Company listed its common shares on the New York Stock Exchange (the “Listing”).

As of June 30, 2024, there were 36,370,740 common shares outstanding.

ATM Program

In August 2023, the Company entered into an at-the-market equity offering (the “ATM”) pursuant to which the Company may sell common shares up to an aggregate purchase price of $200.0 million. The Company may sell such shares in amounts and at times to be determined by the Company from time to time, but the Company has no obligation to sell any of such shares. Actual sales, if any, will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of the Company’s common shares, and the Company’s determinations of its capital needs and the appropriate sources of funding. As of June 30, 2024, the Company has not sold any shares under the ATM program.

Issuance of Restricted Shares - Long-Term Incentive Plan

On April 5, 2023, the Compensation Committee of the Board approved the Peakstone Realty Trust Second Amended and Restated Employee and Trustee Long-Term Incentive Plan (the “Initial Plan”) which provides for the grant of share-based awards to the Company’s non-employee trustees, full-time employees, executive officers and certain persons who perform bona fide consulting or advisory services for the Company or any affiliate of the Company. At the Company’s annual meeting of shareholders on June 18, 2024, the Company’s shareholders approved a First Amendment to the Initial Plan (as amended, the “Plan”), which increased the aggregate number of common shares of beneficial interest of the Company that may be issued under awards pursuant to the “Plan” by 1,285,700 shares.

Awards granted under the Plan may consist of stock options, restricted share units and restricted shares (together, “Restricted Shares”), share appreciation rights, distribution equivalent rights, profit interests in the Operating Partnership, and other equity-based awards.

The share-based awards are measured at fair value at issuance and recognized as compensation expense over the vesting period. The maximum number of shares authorized under the Plan is 2,063,478 shares. As of June 30, 2024, 903,556 common shares remained for issuance pursuant to awards granted under the Plan.

As of June 30, 2024 and June 30, 2023, there was $10.3 million and $13.2 million, respectively, of unrecognized compensation expense remaining, which vests between six months and approximately 2.5 years.

Total compensation expense related to Restricted Shares for the three months ended June 30, 2024 and June 30, 2023 was approximately $2.2 million and $4.0 million, respectively. Total compensation expense for the six months ended June 30, 2024 and June 30, 2023 was approximately $3.8 million and $6.6 million, respectively.

The following table summarizes the activity of unvested Restricted Shares for the periods presented:

	Number of Unvested Restricted Shares	Weighted-Average Grant Date Fair Value per Share
Balance at December 31, 2022	161,501
Granted	166,321	$	56.53
Forfeited	(485)	$	63.70
Vested	(167,784)	$	69.02
Balance at December 31, 2023	159,553
Granted	536,578	$	11.61
Forfeited	(1,735)	$	44.50
Vested(1)	(69,168)	$	27.25
Balance as of June 30, 2024	625,228

(1)    Total shares vested include (4,875) common shares that were withheld (i.e., forfeited) by employees during the six months ended June 30, 2024 to satisfy minimum statutory tax withholding requirements associated with the vesting of Restricted Shares.Declaration of Dividends and Distributions

On February 21, 2024, the Board declared an all-cash dividend for the first quarter in the amount of $0.225 per common share and an all-cash distribution in the amount of $0.225 per OP Unit. The Company paid such dividends on April 18, 2024 to shareholders and holders of OP Units of record as of March 29, 2024.

On May 2, 2024, the Board declared an all-cash dividend for the second quarter in the amount of $0.225 per common share and an all-cash distribution in the amount of $0.225 per OP Unit. The Company paid such dividends on July 18, 2024 to shareholders and holders of OP Units of record as of June 28, 2024.