Welcome to our dedicated page for Whitestone SEC filings (Ticker: WSR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Whitestone REIT filings document the regulatory record for a Maryland real estate investment trust with common shares listed on the NYSE and operations conducted through Whitestone REIT Operating Partnership, L.P. Its 8-K reports furnish operating results, quarterly supplemental financial packages, REIT performance measures, dividend declarations, and distribution policy changes.
The filing record also covers capital-structure and financing matters, including an unsecured credit facility, interest-rate swap arrangements, an at-the-market common share program under a shelf registration statement, and a common share repurchase authorization. Other disclosures address material definitive agreements, Regulation FD communications, shareholder solicitation and voting matters, governance topics, and exhibits tied to Whitestone’s open-air retail center portfolio.
Whitestone REIT (the Company) has agreed to be acquired in a cash merger. Under the Merger Agreement dated April 8, 2026, holders of Company Common Shares will receive $19.00 in cash per share upon completion of the Company Merger. The Board unanimously recommends that shareholders vote FOR the Merger Proposal.
The Special Meeting to vote on the Mergers is scheduled virtually for July 9, 2026. Only shareholders of record as of May 14, 2026 may vote. Completion is subject to customary closing conditions, certain filings and the required shareholder approval.
Whitestone REIT is asking shareholders to approve a cash merger under which each common share will be converted into $19.00 in cash per share. The transaction is governed by an Agreement and Plan of Merger dated April 8, 2026 and is subject to customary closing conditions, shareholder approval and other conditions set forth in the Merger Agreement.
The Board of Trustees unanimously determined the Merger Agreement is advisable and recommends shareholders vote FOR the Merger Proposal, the Advisory Merger Compensation Proposal and the Adjournment Proposal. BofA Securities delivered a fairness opinion dated April 8, 2026.
Whitestone REIT reports stronger results for the quarter ended March 31, 2026. Total revenues were $41.4 million, up from $38.0 million a year earlier, driven mainly by higher rental income of $40.9 million versus $37.4 million. Net income attributable to Whitestone rose to $4.1 million, compared with $3.7 million, and basic and diluted earnings per share increased to $0.08 from $0.07.
Operating cash flow was $3.6 million, slightly above $3.1 million in the prior-year quarter, while the company paid total quarterly distributions of $0.1425 per common share. At March 31, 2026, Whitestone reported total assets of $1.17 billion, notes payable of $655.1 million, and minimum future rents under existing leases totaling $538.7 million. During the quarter it acquired the Dunlap Crossings property in Phoenix for about $0.8 million.
Whitestone REIT filed an amendment to its 2025 annual report to add full Part III information that was originally expected to come from the 2026 proxy statement. The amendment also refreshes Sarbanes-Oxley certifications, adds two previously omitted material contracts, and corrects the subsidiary list.
The filing details board composition, governance practices, and executive pay philosophy, emphasizing pay-for-performance with heavy use of performance-based equity under the 2018 plan. For 2025, FFO was $54.6 million, Core FFO was $55.4 million, Same Store NOI was $97.5 million, and the net debt to Pro Forma EBITDAre ratio was 6.7x. CEO total compensation was $2.09 million, about 22 times median employee pay.
Jones Jeffrey Alan reported acquisition or exercise transactions in this Form 4 filing.
Whitestone REIT director Jeffrey Alan Jones received a grant of 6,368 Common Shares on December 24, 2025 at $13.70 per share under the company’s 2018 Long-Term Equity Incentive Ownership Plan. After this grant, he directly owned 45,728 Common Shares.
This Form 4 amendment corrects a prior filing that had mistakenly shown his direct ownership as 39,478 Common Shares. The footnote explains that the corrected ownership figure is already reflected in the original Form 4 filed on December 29, 2025, making the information here duplicative.
Whitestone REIT reported a beneficial ownership filing by Vanguard Portfolio Management showing ownership of 3,025,264 shares, representing 5.88% of the company's common stock as of 03/31/2026. The filing states Vanguard Portfolio Management has sole dispositive power over 3,025,264 shares and sole voting power over 17,339 shares. The disclosure lists Vanguard affiliates and clarifies holdings include securities held by Vanguard funds and managed accounts.
Whitestone REIT’s investor group led by MCB PR Capital LLC filed Amendment No. 4 to its Schedule 13D reporting a sale of common shares that reduced its beneficial ownership to 4,175,005.19 shares, or 8.1% of the outstanding common shares.
The 4,175,005.19 shares are directly owned by MCB PR Capital LLC, with shared voting and dispositive power reported for MCB PR Capital LLC, MCB Acquisitions Manager LLC, and P. David Bramble. Each reports zero sole voting or dispositive power, and the ownership percentage is calculated using Whitestone’s Form 10-K share count as of December 31, 2025.
Whitestone REIT agreed to be acquired by Ares Real Estate–affiliated funds in an all-cash merger valuing the company at approximately $1.7 billion. Holders of Whitestone common shares and operating partnership units will receive $19.00 in cash per share or unit.
The price reflects a 12.2% premium to Whitestone’s April 8, 2026 close and a 26.5% premium to the unaffected price before a March 5, 2026 Reuters article about a potential sale. The deal requires shareholder approval and other customary conditions and is expected to close in the third quarter of 2026.
The merger agreement includes a $36 million termination fee payable by Whitestone in certain circumstances and a $77 million reverse termination fee payable by Parent in others. Whitestone adopted an exclusive forum bylaw, approved new indemnification agreements for trustees and executives, and plans a special shareholder meeting while deferring its 2026 annual meeting.
Holeman David K reported acquisition or exercise transactions in this Form 4 filing.
Whitestone REIT CEO David K. Holeman received an equity grant of 24,032 common shares on April 1, 2026. The award was issued at a stated price of $0.00 per share as part of his compensation and is described as restricted common share units under the company’s 2018 Long-Term Equity Incentive Ownership Plan. Following this grant, he directly holds a total of 831,394 common shares.