Whitestone REIT (NYSE: WSR) lifts Q1 2026 rent revenue and income
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.
Positive
- None.
Negative
- None.
Key Figures
Key Terms
cash flow hedge financial
interest rate swap financial
at the market offerings financial
noncontrolling interest financial
Total Shareholder Return financial
operating partnership financial
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| (Mark One) | |
| | QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
| OR |
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from ____________ to ____________ |
Commission File Number
WHITESTONE REIT
(Exact Name of Registrant as Specified in Its Charter)
| | | |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
| | | |
| | ||
| (Address of Principal Executive Offices) | (Zip Code) |
(
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| | | |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
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 Exchange Act.
| Large accelerated filer | ☐ | | ☒ | |
| Non-accelerated filer | ☐ | Small reporting company | | |
| Emerging growth company | |
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 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
As of May 4, 2026, there were
PART I - FINANCIAL INFORMATION
| Item 1. |
Financial Statements. |
1 |
| Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025 |
1 |
|
| Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) for the Three Months Ended March 31, 2026 and 2025 |
3 |
|
| Consolidated Statements of Changes in Equity (Unaudited) for the Three Months Ended March 31, 2026 and 2025 |
6 |
|
| Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2026 and 2025 |
8 |
|
| Notes to Consolidated Financial Statements (Unaudited) |
10 |
|
| Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations. |
36 |
| Item 3. |
Quantitative and Qualitative Disclosures About Market Risk. |
57 |
| Item 4. |
Controls and Procedures. |
57 |
PART II - OTHER INFORMATION
| Item 1. |
Legal Proceedings. |
58 |
| Item 1A. |
Risk Factors. |
58 |
| Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds. |
60 |
| Item 3. |
Defaults Upon Senior Securities. |
60 |
| Item 4. |
Mine Safety Disclosures. |
60 |
| Item 5. |
Other Information. |
60 |
| Item 6. |
Exhibits. |
60 |
| Exhibit Index |
61 |
|
| Signatures |
62 |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Whitestone REIT and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
| March 31, 2026 | December 31, 2025 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Real estate assets, at cost | ||||||||
| Property | $ | $ | ||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Total real estate assets | ||||||||
| Cash and cash equivalents | ||||||||
| Restricted cash | ||||||||
| Escrows and deposits | ||||||||
| Accrued rents and accounts receivable, net of allowance for doubtful accounts | ||||||||
| Unamortized lease commissions, legal fees and loan costs | ||||||||
| Prepaid expenses and other assets (1) | ||||||||
| Finance lease right-of-use assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND EQUITY | ||||||||
| Liabilities: | ||||||||
| Notes payable | $ | $ | ||||||
| Accounts payable and accrued expenses (2) | ||||||||
| Tenants' security deposits | ||||||||
| Dividends and distributions payable (3) | ||||||||
| Finance lease liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies: | — | — | ||||||
| Equity: | ||||||||
| Preferred shares, $0.001 par value per share; 50,000,000 shares authorized; none issued and outstanding as of March 31, 2026 and December 31, 2025 | ||||||||
| Common shares, $0.001 par value per share; 400,000,000 shares authorized; 51,393,977 and 51,088,833 issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Total Whitestone REIT shareholders' equity | ||||||||
| Noncontrolling interest in subsidiary | ||||||||
| Total equity | ||||||||
| Total liabilities and equity | $ | $ | ||||||
See accompanying notes to Consolidated Financial Statements.
Whitestone REIT and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(in thousands)
| March 31, 2026 |
December 31, 2025 |
|||||||
| (unaudited) | ||||||||
| (1) Operating lease right-of-use assets (net) |
$ | $ | ||||||
| (2) Operating lease liabilities |
$ | $ | ||||||
| (3) |
No dividends were declared during the three months ended March 31, 2026; accordingly, no dividends and distribution payable was recorded as of that date. |
See accompanying notes to Consolidated Financial Statements.
Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(in thousands)
| Three Months Ended March 31, |
||||||||
| 2026 |
2025 |
|||||||
| Revenues |
||||||||
| Rental (1) |
$ | $ | ||||||
| Other revenue |
||||||||
| Total revenues |
||||||||
| Operating expenses |
||||||||
| Depreciation and amortization |
||||||||
| Operating and maintenance |
||||||||
| Real estate taxes |
||||||||
| General and administrative |
||||||||
| Total operating expenses |
||||||||
| Other expenses (income) |
||||||||
| Interest expense |
||||||||
| Loss on disposal of assets, net |
||||||||
| Interest, dividend and other investment income |
( |
) | ( |
) | ||||
| Total other expenses |
||||||||
| Income before income tax |
||||||||
| Provision for income tax |
( |
) | ( |
) | ||||
| Net income |
||||||||
| Less: Net income attributable to noncontrolling interests |
||||||||
| Net income attributable to Whitestone REIT |
$ | $ | ||||||
See accompanying notes to Consolidated Financial Statements.
Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(in thousands, except per share data)
| Three Months Ended March 31, |
||||||||
| 2026 |
2025 |
|||||||
| Basic Earnings Per Share: |
||||||||
| Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares |
$ | $ | ||||||
| Diluted Earnings Per Share: |
||||||||
| Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares |
$ | $ | ||||||
| Weighted average number of common shares outstanding: |
||||||||
| Basic |
||||||||
| Diluted |
||||||||
| Consolidated Statements of Comprehensive Income (Loss) |
||||||||
| Net income |
$ | $ | ||||||
| Other comprehensive income (loss) |
||||||||
| Unrealized gain (loss) on cash flow hedging activities |
( |
) | ||||||
| Comprehensive income |
||||||||
| Less: Net income attributable to noncontrolling interests |
||||||||
| Less: Comprehensive gain (loss) attributable to noncontrolling interests |
( |
) | ||||||
| Comprehensive income attributable to Whitestone REIT |
$ | $ | ||||||
See accompanying notes to Consolidated Financial Statements.
Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(in thousands)
| Three Months Ended March 31, |
||||||||
| 2026 |
2025 |
|||||||
| (1) Rental |
||||||||
| Rental revenues |
$ | $ | ||||||
| Recoveries |
||||||||
| Bad debt |
( |
) | ( |
) | ||||
| Total rental |
$ | $ | ||||||
See accompanying notes to Consolidated Financial Statements.
Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)
(in thousands)
| Accumulated | ||||||||||||||||||||||||||||||||||||
| Additional | Other | Total | Noncontrolling | |||||||||||||||||||||||||||||||||
| Common Shares | Paid-In | Accumulated | Comprehensive | Shareholders’ | Interests | Total | ||||||||||||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Income | Equity | Units | Dollars | Equity | ||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | ( | ) | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Issuance of shares under dividend reinvestment plan | — | |||||||||||||||||||||||||||||||||||
| Repurchase of common shares (1) | ( | ) | ( | ) | ( | ) | — | ( | ) | |||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||
| Distributions - $0.1425 per common share / OP unit | — | ( | ) | ( | ) | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Unrealized gain on change in value of cash flow hedge | — | — | ||||||||||||||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | ( | ) | $ | $ | $ | $ | |||||||||||||||||||||||||||
(1) The Company acquired common shares held by employees who tendered owned common shares to satisfy the tax withholding on the lapse of certain restrictions on restricted common shares.
See accompanying notes to Consolidated Financial Statements.
Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)
(in thousands)
| Accumulated | ||||||||||||||||||||||||||||||||||||
| Additional | Other | Total | Noncontrolling | |||||||||||||||||||||||||||||||||
| Common Shares | Paid-In | Accumulated | Comprehensive | Shareholders’ | Interests | Total | ||||||||||||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Income (Loss) | Equity | Units | Dollars | Equity | ||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( | ) | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Exchange of noncontrolling interest OP units for common shares | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Issuance of shares under dividend reinvestment plan | — | |||||||||||||||||||||||||||||||||||
| Repurchase of common shares (1) | ( | ) | ( | ) | ( | ) | — | ( | ) | |||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||
| Distributions - $0.1350 per common share / OP unit | — | ( | ) | ( | ) | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Unrealized loss on change in value of cash flow hedge | — | ( | ) | ( | ) | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | ( | ) | $ | $ | $ | $ | |||||||||||||||||||||||||||
(1) The Company acquired common shares held by employees who tendered owned common shares to satisfy the tax withholding on the lapse of certain restrictions on restricted common shares.
See accompanying notes to Consolidated Financial Statements.
Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
| Three Months Ended March 31, |
||||||||
| 2026 |
2025 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net income |
$ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation and amortization |
||||||||
| Amortization of deferred loan costs |
||||||||
| Loss on disposal of assets, net |
||||||||
| Bad debt |
||||||||
| Accretion of debt discount |
||||||||
| Share-based compensation |
||||||||
| Amortization of right-of-use assets - finance leases |
|
|
||||||
| Changes in operating assets and liabilities: |
||||||||
| Escrows and deposits |
||||||||
| Accrued rents and accounts receivable |
( |
) | ( |
) | ||||
| Receivable due from related party |
||||||||
| Unamortized lease commissions, legal fees and loan costs |
( |
) | ( |
) | ||||
| Prepaid expenses and other assets |
( |
) | ( |
) | ||||
| Accounts payable and accrued expenses |
( |
) | ( |
) | ||||
| Payable due to related party |
( |
) | ||||||
| Tenants' security deposits |
( |
) | ||||||
| Net cash provided by operating activities |
||||||||
| Cash flows from investing activities: |
||||||||
| Acquisitions of real estate |
( |
) | ||||||
| Additions to real estate |
( |
) | ( |
) | ||||
| Net cash used in investing activities |
( |
) | ( |
) | ||||
| Cash flows from financing activities: |
||||||||
| Distributions paid to common shareholders |
( |
) | ( |
) | ||||
| Distributions paid to OP unit holders |
( |
) | ( |
) | ||||
| Proceeds from credit facility |
||||||||
| Repayments of notes payable |
( |
) | ( |
) | ||||
| Repurchase of common shares |
( |
) | ( |
) | ||||
| Payment of finance lease liability |
( |
) | ( |
) | ||||
| Net cash provided by financing activities |
||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash |
( |
) | ||||||
| Cash, cash equivalents and restricted cash at beginning of period |
||||||||
| Cash, cash equivalents and restricted cash at end of period (1) |
$ | $ | ||||||
| (1) | For a reconciliation of cash, cash equivalents and restricted cash, see supplemental disclosures below. |
See accompanying notes to Consolidated Financial Statements.
Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
| Three Months Ended March 31, |
||||||||
| 2026 |
2025 |
|||||||
| Supplemental disclosure of cash flow information: |
||||||||
| Cash paid for interest |
$ | $ | ||||||
| Non cash investing and financing activities: |
||||||||
| Disposal of fully depreciated real estate |
$ | $ | ||||||
| Value of shares issued under dividend reinvestment plan |
$ | $ | ||||||
| Value of common shares exchanged for OP units |
$ | $ | ||||||
| Change in fair value of cash flow hedge |
$ | $ | ( |
) | ||||
| Accrued capital expenditures |
$ | $ | ||||||
| March 31, |
||||||||
| 2026 |
2025 |
|||||||
| Cash, cash equivalents and restricted cash |
||||||||
| Cash and cash equivalents |
$ | $ | ||||||
| Restricted cash |
||||||||
| Total cash, cash equivalents and restricted cash |
$ | $ | ||||||
See accompanying notes to Consolidated Financial Statements.
The use of the words “we,” “us,” “our,” “Company” or “Whitestone” refers to Whitestone REIT and our consolidated subsidiaries, except where the context otherwise requires.
1. INTERIM FINANCIAL STATEMENTS
The consolidated financial statements included in this report are unaudited; however, amounts presented in the consolidated balance sheet as of December 31, 2025 are derived from our audited consolidated financial statements as of that date. The unaudited consolidated financial statements as of and for the period ended March 31, 2026 have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information on a basis consistent with the annual audited consolidated financial statements and with the instructions to this Quarterly Report on Form 10-Q.
The consolidated financial statements presented herein reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of the financial position of Whitestone and our subsidiaries as of March 31, 2026 and December 31, 2025, and the results of operations for the three month periods ended March 31, 2026 and 2025, the consolidated statements of changes in equity for the three months ended March 31, 2026 and 2025 and cash flows for the three months ended March 31, 2026 and 2025. All of these adjustments are of a normal recurring nature. The results of operations for the interim periods are not necessarily indicative of the results expected for a full year. The statements should be read in conjunction with the audited consolidated financial statements and the notes thereto which are included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Business. Whitestone was formed as a real estate investment trust (“REIT”) pursuant to the Texas Real Estate Investment Trust Act on August 20, 1998. In July 2004, we changed our state of organization from Texas to Maryland pursuant to a merger where we merged directly with and into a Maryland REIT formed for the sole purpose of the reorganization and the conversion of each of the outstanding common shares of beneficial interest of the Texas entity into
As of March 31, 2026, these properties consist of:
Consolidated Operating Portfolio
| • |
|
Redevelopment, New Acquisitions Portfolio
| • |
five parcels of land held for future development. |
As of March 31, 2026, our ownership in Pillarstone Capital REIT Operating Partnership LP (“Pillarstone” or “Pillarstone OP”) no longer represents a majority interest. On January 25, 2024, we exercised a notice of redemption for substantially all of our investment in Pillarstone OP. On March 4, 2024, Pillarstone Capital REIT (“Pillarstone REIT”) authorized and filed a Chapter 11 bankruptcy (the “Pillarstone Bankruptcies”) of itself, Pillarstone OP, and all of its remaining special purpose entities in the United States Bankruptcy Court for the Northern District of Texas (the “Bankruptcy Court”). We filed a claim in the “Pillarstone Bankruptcies” for the value of our redemption claim along with interest and other costs. On December 12, 2025, we received $
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Consolidation. We are the sole general partner of the Operating Partnership and possess full legal control and authority over the operations of the Operating Partnership. As of March 31, 2026 and December 31, 2025, we owned a majority of the partnership interests in the Operating Partnership. Consequently, the accompanying consolidated financial statements include the accounts of the Operating Partnership.
Noncontrolling interest in the accompanying consolidated financial statements represents the share of equity and earnings of the Operating Partnership allocable to holders of partnership interests other than us. Net income or loss is allocated to noncontrolling interests based on the weighted-average percentage ownership of the Operating Partnership during the period. Issuance of additional common shares of beneficial interest in Whitestone (the “common shares”) and units of limited partnership interest in the Operating Partnership that are convertible into cash or, at our option, common shares on a
Pillarstone OP Guarantee.
The Company, through the Operating Partnership, guaranteed Pillarstone OP’s loan for its Uptown Tower property located in Dallas, Texas, with an aggregate principal amount of $
On December 1, 2023, the Company reached an agreement with the Lender that would avoid foreclosure and secure the release of the lien and discharge of the guarantee, and the Company negotiated and satisfied a payoff as of December 4, 2023, in the amount of $
On September 8, 2025, Pillarstone paid $
Accounting treatment of the redemption of our OP units in Pillarstone OP. On January 25, 2024, we executed an irrevocable redemption of substantially all our investment in Pillarstone OP, converting our equity investment into a receivable. Pillarstone OP conveyed their intention to forego issuing equity, opting instead to liquidate the properties to satisfy creditors, with Whitestone being significantly the largest creditor.
The carrying value of our investment in Pillarstone OP was approximately $
On December 12, 2025, we received $
Following the receipt of the $33.4 million, we applied the amount against the redemption receivable and other related transactions, and accordingly recognized a gain on partnership redemption during the year ended December 31, 2025.
Basis of Accounting. Our financial records are maintained on the accrual basis of accounting whereby revenues are recognized when earned and expenses are recorded when incurred.
Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates that we use include the estimated fair values of properties acquired, the estimated useful lives for depreciable and amortizable assets and costs, the grant date fair value of common share units included in share-based compensation expense, the estimated allowance for doubtful accounts, the estimated fair value of interest rate swaps, the estimates supporting our impairment analysis for the carrying values of our real estate assets. Actual results could differ from those estimates.
Restricted Cash. We classify all cash pledged as collateral to secure certain obligations and all cash whose use is limited as restricted cash. During the year ended December 31, 2025, we completed the sale of Kempwood and Sugar Park as part of a reverse like-kind exchange under Section 1031 of the Internal Revenue Code. The replacement property, South Hulen, was acquired prior to the disposition of Kempwood and Sugar Park. Upon the sale, net proceeds were deposited with a Qualified Intermediary (“QI”) and restricted for purposes of completing the exchange. As of December 31, 2025, the remaining escrow balance was classified as restricted cash on the balance sheet and was not available for general corporate use until its release following the 45-day identification period in the first quarter of 2026. As of March 31, 2026, we had no restricted cash.
Derivative Instruments and Hedging Activities. We utilize derivative financial instruments, principally interest rate swaps, to manage our exposure to fluctuations in interest rates. We have established policies and procedures for risk assessment, and the approval, reporting and monitoring of derivative financial instruments. We recognize our interest rate swaps as cash flow hedges with the effective portion of the changes in fair value recorded in comprehensive income (loss) and subsequently reclassified into earnings in the period that the hedged transaction affects earnings. Any ineffective portion of a cash flow hedges’ change in fair value is recorded immediately into earnings. Our cash flow hedges are determined using Level 2 inputs under ASC 820, “Fair Value Measurements and Disclosures.” Level 2 inputs represent quoted prices in active markets for similar assets or liabilities; quoted prices in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable. As of March 31, 2026, we consider our cash flow hedges to be highly effective.
Development Properties. Land, buildings and improvements are recorded at cost. Expenditures related to the development of real estate are carried at cost which includes capitalized carrying charges and development costs. Carrying charges (interest, real estate taxes, loan fees, and direct and indirect development costs related to buildings under construction) are capitalized as part of construction in progress. The capitalization of such costs ceases when the property, or any completed portion, becomes available for occupancy. For the three months ended March 31, 2026, approximately $
Share-Based Compensation. From time to time, we award nonvested restricted common share awards or restricted common share unit awards, which may be converted into common shares, to executive officers and employees under our 2018 Long-Term Equity Incentive Ownership Plan (the “2018 Plan”). Awarded shares and units vest when certain performance conditions are met. We recognize compensation expense when achievement of the performance conditions is probable based on management’s most recent estimates using the fair value of the shares as of the grant date. We recognized $
Noncontrolling Interests. Noncontrolling interests are the portion of equity in a subsidiary not attributable to a parent. The ownership interests not held by the parent are considered noncontrolling interests. Accordingly, we have reported noncontrolling interests in equity on the consolidated balance sheets but separate from Whitestone’s equity. On the consolidated statements of operations and comprehensive income (loss), subsidiaries are reported at the consolidated amount, including both the amount attributable to Whitestone and noncontrolling interests. Consolidated statements of changes in equity are included for both quarterly and annual financial statements, including beginning balances, activity for the period and ending balances for shareholders’ equity, noncontrolling interests and total equity.
Accrued Rents and Accounts Receivable. Included in accrued rents and accounts receivable are base rents, tenant reimbursements and receivables attributable to recording rents on a straight-line basis. We review the collectability of charges under our tenant operating leases on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area where the property is located. We recognize an adjustment to rental revenue if we deem it probable that the receivable will not be collected. Our review of collectability under our operating leases includes any accrued rental revenues related to the straight-line method of reporting rental revenue. As of March 31, 2026 and December 31, 2025, we had an allowance for uncollectible accounts of $
Revenue Recognition. All leases on our properties are classified as operating leases, and the related rental income is recognized on a straight-line basis over the terms of the related leases. Differences between rental income earned and amounts due per the respective lease agreements are capitalized or charged, as applicable, to accrued rents and accounts receivable. Percentage rents are recognized as rental income when the thresholds upon which they are based have been met. Recoveries from tenants for taxes, insurance, and other operating expenses are recognized as revenues in the period the corresponding costs are incurred. We combine lease and nonlease components in lease contracts, which includes combining base rent, recoveries, and percentage rents into a single line item, Rental, within the consolidated statements of operations and comprehensive income (loss). Additionally, we have tenants who pay real estate taxes directly to the taxing authority. We exclude these costs paid directly by the tenant to third parties on our behalf from revenue recognized and the associated property operating expense.
Other revenue primarily includes amounts recorded in connection with lease termination fees. We recognize lease termination fees in the year that the lease is terminated and collection of the fee is probable. Amounts recorded within other revenue are accounted for at the point in time when control of the goods or services transfers to the customer and our performance obligation is satisfied.
See our Annual Report on Form 10-K for the year ended December 31, 2025 for further discussion on significant accounting policies.
3. LEASES
As a Lessor. All leases on our properties are classified as noncancelable operating leases, and the related rental income is recognized on a straight-line basis over the terms of the related leases. Differences between rental income earned and amounts due per the respective lease agreements are capitalized or charged, as applicable, to accrued rents and accounts receivable. Percentage rents are recognized as rental income when the thresholds upon which they are based have been met. Recoveries from tenants for taxes, insurance, and other operating expenses are recognized as revenues in the period the corresponding costs are incurred. We combine lease and nonlease components in lease contracts, which includes combining base rent, recoveries, and percentage rents into a single line item, Rental, within the consolidated statements of operations and comprehensive income (loss).
A summary of minimum future rents to be received (exclusive of renewals, tenant reimbursements, contingent rents, and collectability adjustments under Topic 842) under noncancelable operating leases in existence as of March 31, 2026 is as follows (in thousands):
| Minimum Future Rents | ||||
| 2026 (remaining) | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total | $ | |||
As a Lessee. We have office space, automobile, and office machine leases, which qualify as operating leases, with remaining lease terms of approximately three years. As of March 31, 2026, we had one ground lease and one office machine lease that were classified as finance leases. The ground lease provides for variable rental payments based on CPI adjustment.
The following table summarizes the fixed, future minimum rental payments, excluding variable costs, which are discounted by our weighted average incremental borrowing rates to calculate the lease liabilities for our operating and finance leases in which we are the lessee (in thousands):
| Operating Leases | Finance Leases | |||||||
| 2026 (remaining) | $ | $ | ||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total undiscounted rental payments | ||||||||
| Less imputed interest | ||||||||
| Total lease liabilities | $ | $ |
For the three months ended March 31, 2026 and 2025, the total lease costs for operating leases were approximately $
The weighted average remaining lease term for our operating leases and our finance leases was
4. ACCRUED RENTS AND ACCOUNTS RECEIVABLE, NET
Accrued rents and accounts receivable, net consists of amounts accrued, billed and due from tenants, allowance for doubtful accounts and other receivables as follows (in thousands):
| March 31, 2026 |
December 31, 2025 |
|||||||
| Tenant receivables |
$ | $ | ||||||
| Accrued rents and other recoveries |
||||||||
| Allowance for doubtful accounts |
( |
) | ( |
) | ||||
| Other receivables |
||||||||
| Total |
$ | $ | ||||||
5. UNAMORTIZED LEASE COMMISSIONS, LEGAL FEES AND LOAN COSTS
Costs which have been deferred consist of the following (in thousands):
| March 31, 2026 |
December 31, 2025 |
|||||||
| Leasing commissions |
$ | $ | ||||||
| Deferred legal cost |
||||||||
| Deferred financing cost |
||||||||
| Total cost |
||||||||
| Less: leasing commissions accumulated amortization |
( |
) | ( |
) | ||||
| Less: deferred legal cost accumulated amortization |
( |
) | ( |
) | ||||
| Less: deferred financing cost accumulated amortization |
( |
) | ( |
) | ||||
| Total cost, net of accumulated amortization |
$ | $ | ||||||
6. INVESTMENT IN REAL ESTATE PARTNERSHIP
On December 8, 2016, we, through our Operating Partnership, entered into a Contribution Agreement (the “Contribution Agreement”) with Pillarstone OP and Pillarstone Capital REIT (“Pillarstone REIT”) pursuant to which we contributed all of the equity interests in four of our wholly-owned subsidiaries that, at the time, owned
Pillarstone OP's guarantee. We, through our subsidiary, the Operating Partnership, guaranteed Pillarstone OP’s loan for its Uptown Tower property located in Dallas, Texas, with an aggregate principal amount of $
On December 1, 2023, the Operating Partnership reached an agreement with the Lender that would avoid foreclosure and secure the release of the lien and discharge of the guarantee, and negotiated and satisfied a payoff as of December 4, 2023, in the amount of $
On December 1, 2023, Pillarstone OP filed the Chapter 11 bankruptcy of its special purpose entity borrower that owns Uptown Tower, in the Bankruptcy Court of the Northern District of Texas (the “Bankruptcy Court”). On January 25, 2024, the Company exercised its notice of redemption for substantially all of its investment in Pillarstone OP. On February 9, 2024, the Lender filed suit in New York County against the guarantor the Operating Partnership and the Company for alleged amounts due under the guarantee. On March 4, 2024, Pillarstone REIT authorized all of its entities to file bankruptcy.
On April 24, 2024, the Lender and Pillarstone OP filed a motion with the Bankruptcy Court seeking approval to settle the dispute and dismiss their mutual lawsuits including the lawsuit by the Lender against the Operating Partnership as Guarantor of the loan. On or before June 10, 2024, Pillarstone OP agreed to pay to the Lender the sum of $
Following the sale of the Uptown Tower property, the Operating Partnership filed in the Bankruptcy court a Motion to Compel the payment of $
Accounting treatment of the redemption of our OP units in Pillarstone OP. On January 25, 2024, we executed an irrevocable redemption of substantially all our investment in Pillarstone OP, converting our equity investment into a receivable. Pillarstone OP conveyed their intention to forego issuing equity, opting instead to liquidate the properties to satisfy creditors, with Whitestone being significantly the largest creditor.
The carrying value of our investment in Pillarstone OP was approximately $
On December 12, 2025, we received $
Following the receipt of the $
7. DEBT
Mortgages and other notes payable consisted of the following as of the dates indicated (in thousands):
| Description | March 31, 2026 | December 31, 2025 | ||||||
| Fixed rate notes | ||||||||
| $375.0 million, 3.40% plus 1.25% to 1.85% Note, due January 31, 2031 (1) | $ | $ | ||||||
| $80.0 million, 3.72% Note, due June 1, 2027 | ||||||||
| $50.0 million, 5.09% Note, due March 22, 2029 (Series A) | ||||||||
| $50.0 million, 5.17% Note, due March 22, 2029 (Series B) | ||||||||
| $56.3 million, 6.23% Note, due July 31, 2031 | ||||||||
| $17.7 million, 3.81% Note, due November 6, 2029 | ||||||||
| Floating rate notes | ||||||||
| Unsecured line of credit, SOFR plus 1.30% to 1.90%, due September 19, 2029 | ||||||||
| Total notes payable principal | ||||||||
| Less: unamortized debt discount | ( | ) | ( | ) | ||||
| Less: deferred financing costs, net of accumulated amortization | ( | ) | ( | ) | ||||
| Total notes payable | $ | $ | ||||||
| (1) |
Promissory note includes an interest rate swap that fixes the Secured Overnight Financing Rate (“SOFR”) portion of the term loan at an interest rate of |
On November 6, 2025, the Company assumed a $
On June 21, 2024, Whitestone REIT, operating through its subsidiaries Whitestone Strand LLC, Whitestone Las Colinas Village LLC, and Whitestone Seville, LLC (collectively, the “Borrower”), entered into a loan agreement (the “Loan Agreement”) with Nationwide Life Insurance Company (the “Lender”) for a mortgage loan in the principal amount of $
The Loan provides for a fixed interest rate of
The Loan is a non-recourse loan secured by three of the Company’s properties including their related equipment, fixtures, personal property, and other assets, and a limited carve-out guarantee by the Company’s operating partnership.
The loan documents contain customary terms and conditions, including without limitation affirmative and negative covenants such as information reporting and insurance requirements. The loan documents also contain customary events of default, including defaults in the payment of principal or interest, defaults in compliance with the covenants, and bankruptcy or other insolvency events. Upon the occurrence of an event of default, the Lender is entitled to accelerate all obligations of the Borrower. The Lender will also be entitled to receive the entire unpaid principal balance at a default rate.
The Loan proceeds were used to pay down the Borrower’s existing floating rate indebtedness.
On March 22, 2019, we, through our Operating Partnership, entered into a Note Purchase and Guarantee Agreement (the “Note Agreement”) together with certain subsidiary guarantors as initial guarantor parties thereto (the “Subsidiary Guarantors”) and The Prudential Insurance Company of America and the various other purchasers named therein (collectively, the “Purchasers”) providing for the issuance and sale of $
On December 16, 2022, Whitestone REIT (the “Company”) and the Operating Partnership, amended the Note Purchase and Guarantee Agreement originally executed on March 22, 2019 (the “Existing Note Agreement”), pursuant to the terms and conditions of an Amendment No. 1 to Note Purchase and Guaranty Agreement, dated as of December 16, 2022 (the Existing Note Purchase Agreement, as so amended, the “Amended Note Agreement”), by and among the Company and the Operating Partnership, together with certain subsidiary guarantors as initial guarantor parties thereto and The Prudential Insurance Company of America and the various other purchasers named therein.
Neither the term of the Existing Note Agreement, the interest rate, nor the principal amounts, were amended. The purpose of the amendment is to conform certain covenants and defined terms contained in the Amended Note Agreement with the Company’s recently amended unsecured credit facility with the lenders party thereto, Bank of Montreal, as administrative agent, Truist Bank, as syndication agent, and BMO Capital Markets Corp., Truist Bank, Capital One, National Association, and U.S. Bank National Association, as co-lead arrangers and joint book runners.
The principal of the Series A Notes began to amortize on March 22, 2023 with annual principal payments of approximately $
The Operating Partnership may prepay at any time all, or from time to time part of, the Notes, in an amount not less than $
The Note Agreement contains representations, warranties, covenants, terms and conditions customary for transactions of this type and substantially similar to the Operating Partnership’s existing senior revolving credit facility, including limitations on liens, incurrence of investments, acquisitions, loans and advances and restrictions on dividends and certain other restricted payments. In addition, the Note Agreement contains certain financial covenants substantially similar to the Operating Partnership’s existing senior revolving credit facility, including the following:
| • |
maximum total indebtedness to total asset value ratio of |
| • |
maximum secured debt to total asset value ratio of |
| • |
minimum EBITDA (earnings before interest, taxes, depreciation, amortization or extraordinary items) to fixed charges ratio of |
| • |
maximum secured recourse debt to total asset value ratio of |
| • |
maintenance of a minimum tangible net worth (adjusted for accumulated depreciation and amortization) of a) |
| • |
minimum adjusted property NOI to implied unencumbered debt service ratio of |
In addition, the Note Agreement contains a financial covenant requiring that maximum unsecured indebtedness not exceed the ratio of unsecured indebtedness to unencumbered asset pool of
The Note Agreement also contains default provisions, including defaults for non-payment, breach of representations and warranties, insolvency, non-performance of covenants, cross-defaults with other indebtedness and guarantor defaults. The occurrence of an event of default under the Note Agreement could result in the Purchasers accelerating the payment of all obligations under the Notes. The financial and restrictive covenants and default provisions in the Note Agreement are substantially similar to those contained in the Operating Partnership’s existing credit facility.
Net proceeds from the Private Placement were used to refinance existing indebtedness. The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. The Notes were sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
On September 19, 2025, we, through our Operating Partnership, entered into an unsecured credit facility (the “2025 Facility”) pursuant to that certain Fourth Amended and Restated Credit Agreement (the “A&R Credit Agreement”), by and among the Operating Partnership, the Guarantors from time to time parties thereto, the several financial institutions from time to time party thereto and Bank of Montreal, as administrative agent (the “Administrative Agent”). The A&R Credit Agreement amends and restates that certain Third Amended and Restated Credit Agreement (“2022 Facility”), dated September 16, 2022 with the Administrative Agent, and the other agents and lenders named therein (as amended, restated, supplemented or otherwise modified prior to September 19, 2025, the “Prior Credit Agreement”). The 2025 Facility replaced the Company’s previous unsecured revolving credit facility, dated September 16, 2022 (the “2022 Facility”).
The 2025 Facility is comprised of the following two tranches of indebtedness:
| • |
$ |
| • |
$ |
Borrowings under the 2025 Facility accrue interest (at the Operating Partnership’s option) at a Base Rate or Term SOFR plus an applicable margin based upon the Company’s then existing leverage. Based on the Company’s current leverage ratio, the Revolver has an initial interest rate of Term SOFR plus
As of March 31, 2026, the interest rate on the Revolver was
| • |
|
| • |
|
| • |
|
Base Rate means, for any day, the highest of: (a) the Administrative Agent’s prime commercial rate, (b) the sum of (i) the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York for such day, plus (ii)
The A&R Credit Agreement contains substantially similar terms to the Prior Credit Agreement. Other material terms, including financial covenants, were not changed by the A&R Credit Agreement, except as follows:
| • |
a |
| • |
the maturity date for both the Revolver and the Term Loan were extended to the maturity dates described above; |
| • |
the interest rates were adjusted as described above; and |
| • |
the unused fee applicable to the Revolver was reduced by |
At closing, the Company used (i) approximately $
As of March 31, 2026, subject to any potential future paydowns or increases in the borrowing base, we have $
The Company, each direct and indirect material subsidiary of the Operating Partnership and any other subsidiary of the Operating Partnership that is a guarantor under any unsecured ratable debt will serve as a guarantor for funds borrowed by the Operating Partnership under the 2025 Facility. The A&R Credit Agreement contains customary terms and conditions, including, without limitation, customary representations and warranties and affirmative and negative covenants including, without limitation, information reporting requirements, limitations on investments, acquisitions, loans and advances, mergers, consolidations and sales, incurrence of liens, dividends and restricted payments. In addition, the A&R Credit Agreement contains certain financial covenants including the following:
| • |
maximum total indebtedness to total asset value ratio of |
| • |
maximum secured debt to total asset value ratio of |
| • |
minimum EBITDA (earnings before interest, taxes, depreciation, amortization or extraordinary items) to fixed charges ratio of |
| • |
maximum secured recourse debt to total asset value ratio of |
| • |
maintenance of a minimum tangible net worth (adjusted for accumulated depreciation and amortization) of $ |
| • |
minimum adjusted property net operating income to implied unencumbered debt service of |
| • |
maximum unsecured indebtedness to unencumbered asset pool value ratio of |
As of March 31, 2026, our $
Scheduled maturities of our outstanding debt as of March 31, 2026 were as follows (in thousands):
| Year | Amount Due | |||
| 2026 (remaining) | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 | ||||
| Total | $ | |||
8. DERIVATIVES AND HEDGING ACTIVITIES
The fair value of our interest rate swaps is as follows (in thousands):
| March 31, 2026 | ||||
| Balance Sheet Location | Estimated Fair Value | |||
| Prepaid expenses and other assets | $ | |||
| Accounts payable and accrued expenses | $ | ( | ) | |
| December 31, 2025 | ||||
| Balance Sheet Location | Estimated Fair Value | |||
| Prepaid expenses and other assets | $ | |||
| Accounts payable and accrued expenses | $ | ( | ) | |
On September 19, 2025, we, through our Operating Partnership, entered an interest rate swap with Bank of Montreal that fixed the unhedged SOFR portion of Term Loan under the 2025 Facility at
On October 7, 2024, Whitestone REIT, operating through the Operating Partnership, entered into an interest rate swap to fix the interest rate on the Series One Incremental Term Loan at
On March 31, 2023, we, through our Operating Partnership, entered into an interest rate swap of $
On September 16, 2022, we, through our Operating Partnership, entered an interest rate swap with Bank of Montreal that fixed the unhedged SOFR portion of Term Loan under the 2022 Facility at
A summary of our interest rate swap activity is as follows (in thousands):
| Amount Recognized as Comprehensive Income (Loss) | Location of Income (Loss) Recognized in Earnings | Amount of Income (Loss) Recognized in Earnings (1) | |||||||
| Three Months Ended March 31, 2026 | $ | Interest expense | $ | ||||||
| Three Months Ended March 31, 2025 | $ | ( | ) | Interest expense | $ | ||||
| (1) | There was |
9. EARNINGS PER SHARE
Basic earnings per share for our common shareholders is calculated by dividing net income excluding the net income attributable to unvested restricted common shares and the net income attributable to noncontrolling interests, by our weighted average common shares outstanding during the period. Diluted earnings per share is computed by dividing the net income attributable to common shareholders, excluding the net income attributable to unvested restricted common shares and the net income attributable to noncontrolling interests, by the weighted average number of common shares including any dilutive unvested restricted common shares.
Certain of our performance-based restricted common shares are considered participating securities that require the use of the two-class method for the computation of basic and diluted earnings per share. During the three months ended March 31, 2026 and 2025,
| Three Months Ended March 31, | ||||||||
| (in thousands, except per share data) | 2026 | 2025 | ||||||
| Numerator: | ||||||||
| Net income | $ | $ | ||||||
| Less: Net income attributable to noncontrolling interests | ( | ) | ( | ) | ||||
| Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares | $ | $ | ||||||
| Denominator: | ||||||||
| Weighted average number of common shares - basic | ||||||||
| Effect of dilutive securities: | ||||||||
| Unvested restricted shares | ||||||||
| Weighted average number of common shares - dilutive | ||||||||
| Earnings Per Share: | ||||||||
| Basic: | ||||||||
| Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares | $ | $ | ||||||
| Diluted: | ||||||||
| Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares | $ | $ | ||||||
10. INCOME TAXES
With the exception of our taxable REIT subsidiaries, federal income taxes are generally not provided because we intend to and believe we continue to qualify as a REIT under the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and because we have distributed and intend to continue to distribute all of our taxable income to our shareholders. As a REIT, we must distribute at least 90% of our REIT taxable income to our shareholders and meet certain income sources and investment restriction requirements. In addition, REITs are subject to a number of organizational and operational requirements. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax (including any applicable alternative minimum tax) on our taxable income at regular corporate tax rates.
We are subject to the Texas Margin Tax, which is computed by applying the applicable tax rate (
11. EQUITY
Common Shares
Under our declaration of trust, as amended, we have authority to issue up to
Equity Offerings
On May 9, 2025, we filed a Form S-3 (File No. 333-287167), which was subsequently declared effective by the SEC on May 19, 2025 (the “2025 Registration Statement”), replacing the 2022 Registration Statement (defined below). The 2025 Registration Statement will expire on May 19, 2028. The 2025 Registration Statement registers the issuance and sale by us of up to $
On September 16, 2025, we entered into equity distribution agreements (individually, an “Equity Distribution Agreement” and together, the “Equity Distribution Agreements”) with each of BMO Capital Markets Corp., Barclays Capital Inc., BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citizens JMP Securities, LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., RBC Capital Markets, LLC, Robert W. Baird & Co. Incorporated, Truist Securities, Inc., and UBS Securities LLC (individually, a “Placement Agent” and together, the “Placement Agents”), as agents for the offer and sale of up to an aggregate of $
Sales of the Shares, if any, under the Equity Distribution Agreements may be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, including block sales, negotiated sales and sales made directly on the New York Stock Exchange or sales made to or through a market maker or through an electronic communications network. Each Placement Agent will be entitled to compensation of up to
On May 20, 2022, our universal shelf registration statement on Form S-3 (File No. 333-264881) (the "2022 Registration Statement") was declared effective by the SEC, which registers the issuance and sale by us of up to $
On September 9, 2022, we entered into eleven equity distribution agreements for an at-the-market equity distribution program (the “2022 Equity Distribution Agreements”) providing for the issuance and sale of up to an aggregate of $
We have in the past, and expect to in the future, enter into at-the-market equity distribution programs providing for the issuance and sale of common shares. Actual sales will depend on a variety of factors determined by us from time to time, including (among others) market conditions, the trading price of our common shares, capital needs and our determinations of the appropriate sources of funding for us, and were made in transactions that will be deemed to be “at-the-market” offerings as defined in the Securities Act.
During the three months ended March 31, 2025, we did not sell shares under the 2022 equity distribution agreements.
Operating Partnership Units
Substantially all of our business is conducted through our Operating Partnership. We are the sole general partner of the Operating Partnership. As of March 31, 2026, we owned a
Limited partners in the Operating Partnership holding OP units have the right to redeem their OP units for cash or, at our option, common shares at a ratio of one OP unit for one common share. Distributions to OP unit holders are paid at the same rate per unit as distributions per share to holders of Whitestone common shares. As of March 31, 2026 and December 31, 2025, there were
Distributions
The following table summarizes the cash distributions paid or payable to holders of common shares and to holders of noncontrolling OP units during each quarter of 2025 and the three months ended March 31, 2026 (in thousands, except per share/per OP unit data):
| Common Shares | Noncontrolling OP Unit Holders | Total | ||||||||||||||||||
| Quarter Paid | Distributions Per Common Share | Amount Paid | Distributions Per OP Unit | Amount Paid | Amount Paid | |||||||||||||||
| 2026 | ||||||||||||||||||||
| First Quarter | $ | $ | $ | $ | $ | |||||||||||||||
| Total | $ | $ | $ | $ | $ | |||||||||||||||
| 2025 | ||||||||||||||||||||
| Fourth Quarter | $ | $ | $ | $ | $ | |||||||||||||||
| Third Quarter | ||||||||||||||||||||
| Second Quarter | ||||||||||||||||||||
| First Quarter | ||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | |||||||||||||||
12. INCENTIVE SHARE PLAN
The Company’s 2008 Long-Term Equity Incentive Ownership Plan (as amended, the “2008 Plan”) expired in July 2018. At the Company’s annual meeting of shareholders on May 11, 2017, our shareholders voted to approve the 2018 Long-Term Equity Incentive Ownership Plan (the “2018 Plan”). The 2018 Plan provides for the issuance of up to
The Compensation Committee administered the 2008 Plan and administers the 2018 Plan except, in each case, with respect to awards to non-employee trustees, for which the 2008 Plan was and the 2018 Plan is administered by the Board of Trustees. The Compensation Committee is authorized to grant share options, including both incentive share options and non-qualified share options, as well as share appreciation rights, either with or without a related option. The Compensation Committee is also authorized to grant restricted common shares, restricted common share units, performance awards and other share-based awards.
On March 28, 2022, the Compensation Committee approved the grant of an aggregate of
On March 7, 2023, the Compensation Committee approved the grant of an aggregate of
On March 4, 2024, the Compensation Committee approved the grant of an aggregate of
On June 30, 2025, an aggregate of
A summary of the share-based incentive plan activity as of and for the three months ended March 31, 2026 is as follows:
| Weighted Average | ||||||||
| Grant Date | ||||||||
| Shares | Fair Value | |||||||
| Non-vested at January 1, 2026 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Forfeited | ||||||||
| Non-vested at March 31, 2026 | ||||||||
| Available for grant at March 31, 2026 | ||||||||
A summary of our non-vested and vested shares activity for the three months ended March 31, 2026 and years ended December 31, 2025 and 2024 is presented below:
| Shares Granted | Shares Vested | |||||||||||||||
| Non-Vested Shares Issued | Weighted Average Grant-Date Fair Value | Vested Shares | Total Vest-Date Fair Value | |||||||||||||
| (in thousands) | ||||||||||||||||
| Three Months Ended March 31, 2026 | $ | ( | ) | $ | ||||||||||||
| Year Ended December 31, 2025 | $ | ( | ) | $ | ||||||||||||
| Year Ended December 31, 2024 | $ | ( | ) | $ | ||||||||||||
Total compensation recognized in earnings for share-based payments was $
Based on our current financial projections, we expect approximately
We expect to record approximately $
13. GRANTS TO TRUSTEES
On December 24, 2025, five independent trustees were granted a total of
14. SEGMENT INFORMATION
The Company generates revenue from its portfolio of community and neighborhood shopping centers. The Chief Executive Officer, as the Company’s Chief Operating Decision Maker (“CODM”), evaluates performance and resource allocation at the portfolio level. The Company does not segment its operations geographically for performance measurement purposes. As a result, it operates as a single reportable segment (the “Reporting Segment”) under US. GAAP. The Reporting Segment follows the same accounting policies outlined in the summary of significant accounting policies (see Note 2 for details).
Net income attributable to Whitestone REIT, as shown in the Consolidated Statements of Operations, is a key metric used by the CODM to assess performance and allocate resources. Additionally, total assets, as presented in the Consolidated Balance Sheets, are used to measure the Reporting Segment’s assets.
The table below provides revenues and significant segment expenses (in thousands):
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenues | ||||||||
| Total revenues | $ | $ | ||||||
| Less: | ||||||||
| Depreciation and amortization | ||||||||
| Operating and maintenance | ||||||||
| Real estate taxes | ||||||||
| General and administrative | ||||||||
| Interest expense | ||||||||
| Loss on disposal of assets, net | ||||||||
| Interest, dividend and other investment income | ( | ) | ( | ) | ||||
| Add: | ||||||||
| Provision for income tax | ( | ) | ( | ) | ||||
| Net income | ||||||||
| Less: Net income attributable to noncontrolling interests | ||||||||
| Net income attributable to Whitestone REIT | $ | $ | ||||||
15. REAL ESTATE
Property Acquisitions.
On March 5, 2026, we acquired Dunlap Crossings, a property that meets our Community Centered Property® strategy, for $
On November 6, 2025, we acquired World Cup Plaza, a property that meets our Community Centered Property® strategy, for $
On October 31, 2025, we acquired Ashford Village, a property that meets our Community Centered Property® strategy, for $
On July 11, 2025, we acquired 1730 S Val Vista, a pad that meets our Community Centered Property® strategy, for $
On June 16, 2025, we acquired South Hulen Shopping Center, a property that meets our Community Centered Property® strategy, for $
On May 5, 2025, we acquired San Clemente, a property that meets our Community Centered Property® strategy, for $
Property dispositions.
On December 3, 2025, we completed the sale of Kempwood Plaza, located in Houston, Texas, for $
On September 25, 2025, we completed the sale of Sugar Park Plaza, located in Houston, Texas, for $
On June 27, 2025, we completed the sale of Woodlake Plaza, located in Houston, Texas, for $
We have not included properties sold in 2025 in discontinued operations as they did not meet the definition of discontinued operations.
16. RELATED PARTY TRANSACTIONS
Former Executives, Trustee, and Their Ownership Interests in Pillarstone REIT. Prior to his employment termination on January 18, 2022, Mr. James C. Mastandrea, the former Chairman and Chief Executive Officer of Whitestone REIT, also served as the Chairman and Chief Executive Officer of Pillarstone REIT and beneficially owns approximately
The Company previously accounted for its investment in Pillarstone OP using the equity method. However, subsequent to January 25, 2024, the Company ceased utilizing the equity method following the exercise of its notice of redemption for the majority of its investment in Pillarstone OP. We reclassified our investment (defined in Note 6) in Pillarstone OP to a receivable on our balance sheet after estimating 25 days of our share of the equity investment income. On March 4, 2024, Pillarstone Capital REIT (“Pillarstone REIT”) authorized and filed a Chapter 11 bankruptcy (the “Pillarstone Bankruptcies”) of itself, Pillarstone OP, and all of its remaining special purpose entities in the United States Bankruptcy Court for the Northern District of Texas (the “Bankruptcy Court”). We filed a claim in the “Pillarstone Bankruptcies” for the value of our redemption claim along with interest and other costs. On December 12, 2025, we received $
17. COMMITMENTS AND CONTINGENCIES
Guarantor for Pillarstone OP’s Loan
The Company, through its subsidiary, the Operating Partnership, guaranteed Pillarstone OP’s loan for its Uptown Tower property located in Dallas, Texas, with an aggregate principal amount of $
On December 1, 2023, the Operating Partnership reached an agreement with the Lender that would avoid foreclosure and secure the release of the lien and discharge of the guarantee, and negotiated and satisfied a payoff as of December 4, 2023, in the amount of $
On December 1, 2023, Pillarstone OP filed the Chapter 11 bankruptcy of its special purpose entity borrower that owns Uptown Tower, in the Bankruptcy Court of the Northern District of Texas (the “Bankruptcy Court”). On January 25, 2024, the Company exercised its notice of redemption for substantially all of its investment in Pillarstone OP. On February 9, 2024, the Lender filed suit in New York County against the guarantor the Operating Partnership and the Company for alleged amounts due under the guarantee. On March 4, 2024, Pillarstone REIT authorized and all of its entities to file bankruptcy.
On April 24, 2024, the Lender and Pillarstone OP filed a motion with the Bankruptcy Court seeking approval to settle the dispute and dismiss their mutual lawsuits including the lawsuit by the Lender against the Operating Partnership as Guarantor of the loan. On or before June 10, 2024, Pillarstone OP agreed to pay to the Lender the sum of $
Following the sale of the Uptown Tower property, the Operating Partnership filed in the Bankruptcy court a Motion to Compel the payment of $
Litigation between the Company and Pillarstone REIT
On September 16, 2022, Pillarstone Capital REIT and Pillarstone OP filed suit against the Company and certain of its subsidiaries (Whitestone TRS, Inc. and the Operating Partnership) along with certain of its executives (Peter Tropoli, Christine Mastandrea, and David Holeman) in the District Court of Harris County, Texas, alleging claims relating to the limited partnership agreement between Pillarstone Capital REIT and the Operating Partnership, as well as the termination of Management Agreements between Pillarstone OP and Whitestone TRS, Inc. On November 25, 2022, the claims against Peter Tropoli, Christine Mastandrea and David Holeman were dismissed. The claimants seek monetary relief in excess of $1 million in damages and equitable relief. However, the Company denies the claims, has substantial legal and factual defenses against the claims, and intends to vigorously defend against the claims. The Company does not believe a probable loss will be incurred, nor does it anticipate a material adverse effect on its financial position, results of operations, cash flows or liquidity. Therefore, the Company has not recorded a charge as a result of this action. This litigation is subject to the Settlement Agreement discussed below in the section headed “Pillarstone Rights Agreement”.
Former COO Litigation
On May 9, 2023, the Company’s former COO, John Dee, filed suit against the Company in the District Court of Harris County, Texas, purporting to assert claims for breach of his change-in-control agreement arising from the Company’s termination of its former CEO James Mastandrea for cause, and is seeking monetary relief in excess of $
Former CEO Litigation
On February 23, 2022, the Company’s former CEO, James Mastandrea, filed suit against the Company and certain of its trustees (Nandita Berry, Jeff Jones, Jack Mahaffey, and David Taylor) and executives (David Holeman, Christine Mastandrea, and Peter Tropoli) in the District Court of Harris County, Texas, alleging $
On December 6, 2023, the District Court of Harris County, Texas granted summary judgement in favor of the Company and dismissed all claims against the Company related to the termination of Mr. Mastandrea. The court also dismissed all claims against certain of the Company’s trustees and executives. The Court subsequently denied Mr. Mastandrea’s Motion for Reconsideration and For New Trial. On December 4, 2024, Mr. Mastandrea filed a Notice of Appeal with the 14th Court of Appeals of the State of Texas and filed an appeal brief on July 28, 2025.
The matter was submitted to the 14th Court of Appeals on January 8, 2026, and a decision is pending.
The Company denies the claims, has substantial legal and factual defenses against the claims, and intends to vigorously defend against the claims. The Company does not believe a probable loss will be incurred, nor does it anticipate a material adverse effect on its financial position, results of operations, cash flows or liquidity. Therefore, the Company has not recorded a charge as a result of this action.
Pillarstone Rights Agreement
On December 26, 2021, the Board of Trustees of Pillarstone REIT adopted a new shareholder rights agreement (the “Pillarstone Rights Agreement”). Because Pillarstone REIT sought to use the Pillarstone Rights Agreement to prevent the Operating Partnership from exercising its contractual Redemption Right, on July 12, 2022, the Operating Partnership filed suit against Pillarstone REIT in the Court of Chancery of the State of Delaware challenging the Pillarstone Rights Agreement.
On September 8, 2022, the Operating Partnership’s Motion to Preserve the Status Quo was granted by the Court, limiting Pillarstone OP from engaging in any acts outside the ordinary course of business and otherwise imposing restrictions on Pillarstone OP to ensure that Whitestone’s right of redemption is not impaired while the underlying dispute is being considered by the Court.
On January 25, 2024, the Delaware Court of Chancery: held that Pillarstone breached the implied covenant of good faith and fair dealing when it adopted the Pillarstone Rights Agreement that thwarted the Operating Partnership from exercising the unfettered contractual redemption right it obtained in connection with its investment in the partnership; and the Court held that the Rights Plan was unenforceable as to the limited partner and allowed the Operating Partnership to exercise its redemption right; allowed Pillarstone to determine the current value of the Partnership’s assets; and, as necessary, would later enter a monetary judgment against Pillarstone for the difference between the amount Whitestone would have received in or around December 2021 and the current value.
On January 25, 2024, the Company exercised its notice of redemption for substantially all of its investment in Pillarstone OP.
On March 4, 2024, Pillarstone REIT filed the Pillarstone Bankruptcies. The automatic stay that temporarily prevents creditors from trying to collect money or seize property from debtors in bankruptcy was lifted in November 2024 following the Court-approved Plan of Liquidation, and the Company continues to pursue its redemption claim in Delaware.
As of July 23, 2025, the Pillarstone Debtors completed the sale of all of the Pillarstone OP’s properties for net proceeds in the amount of approximately $
A third-party Bankruptcy Plan Agent was appointed and granted the sole and exclusive authority to administer the claims related to the Pillarstone Bankruptcy, including the authority to object to the allowance of claims and to enforce, assert, and settle retained causes of action and to direct and cause the Pillarstone Debtors to make all payments and distributions under the bankruptcy plan. the Operating Partnership and the Plan Agent negotiated a resolution of all pending disputes in the Pillarstone Bankruptcies, and on October 18, 2025, filed a settlement agreement with the Bankruptcy Court to resolve and confirm all issues regarding the Pillarstone Bankruptcies including all claims and causes of action asserted by or that could have been asserted by the Pillarstone Debtors against Whitestone OP and by the Operating Partnership against the Pillarstone Debtors including the Operating Partnership ’s Delaware litigation against Pillarstone REIT and the litigation between Pillarstone OP and the Company (the “Settlement Agreement”). The Settlement Agreement requires Court approval under Bankruptcy Rule 9019. If the Court enters a Final Order approving the Settlement Agreement (the “9019 Order”), the Settlement Agreement shall be effective and binding on the Parties-and each of their respective successors and assigns as of the date of entry (the “Settlement Effective Date”).
On December 10, 2025 the Court approved the Settlement and directed Pillarstone debtors to distribute all funds remaining in the partnership estate following the satisfaction of the claims and Reserve Funds noted above to Whitestone. On December 12, 2025, the Company received $
The Settlement Agreement directs the Partnership to distribute all funds remaining after the payment of $
On December 12, 2025, The Company received $
We are subject to various legal proceedings and claims that arise in the ordinary course of business. These matters are generally covered by insurance. While the resolution of these matters cannot be predicted with certainty, management believes the final outcome of such matters will not have a material adverse effect on our financial position, results of operations, cash flows or liquidity.
18. SUBSEQUENT EVENTS
Entry into Merger Agreement
On April 8, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Operating Partnership, AREG Wizard Parent LP (“Parent”), AREG Wizard Intermediate LP (“Merger Sub”), and AREG Wizard Operating Partnership LP (“Merger OP” and, collectively with Parent and Merger Sub, the “Parent Parties”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein and in accordance with Maryland REIT Law and the Delaware Revised Uniform Limited Partnership Act, Merger OP will merge with and into the Operating Partnership (the “Partnership Merger”), and, immediately following the Partnership Merger, the Company will merge with and into Merger Sub (the “Company Merger” and, together with the Partnership Merger, the “Mergers”). Upon completion of the Partnership Merger, the Operating Partnership will survive, and the separate existence of Merger OP will cease. Upon completion of the Company Merger, Merger Sub will survive (the “Surviving Company”) as a wholly owned subsidiary of Parent, and the separate existence of the Company will cease.
Pursuant to the terms and conditions in the Merger Agreement, at the effective time of the Company Merger (as defined in the Merger Agreement), each common share of beneficial interest, par value $
The Merger Agreement was unanimously approved by the Company’s Board of Trustees and is subject to certain customary closing conditions, including the approval of the Company Merger by the Company’s shareholders.
The Company has made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants to use its commercially reasonable efforts to conduct its business in the ordinary course during the period between the date of the Merger Agreement and the Closing Date, subject to certain exceptions. During the term of the Merger Agreement, the Company may not pay dividends, except for dividends declared prior to the date of the Merger Agreement, the minimum amount of dividends required for the Company to maintain its status as a real estate investment trust, and the regular quarterly dividend declared by the Board in the amount of $
If the Mergers are consummated, the Company Common Shares will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.
The Merger Agreement provides that, upon termination of the Merger Agreement by the Company or Parent in certain customary circumstances, including termination by the Company due to Company Adverse Recommendation Change (as defined in the Merger Agreement) and subsequent entry into a definitive agreement providing for a Company Superior Proposal (as defined in the Merger Agreement), and termination by Parent following a Company Adverse Recommendation Change or the Company’s intentional and material breach of the “no shop”, a fee of $
The Merger Agreement also provides that, in certain customary circumstances, including the termination of the Merger Agreement following a failure by Parent to consummate the Mergers in breach of the Merger Agreement, subject to certain conditions, Parent would be required to pay the Company a termination fee of $
Additional information regarding the Merger Agreement and the proposed Mergers is included in the Company’s Current Report on Form 8-K filed with the SEC on April 9, 2026.
Amendment to Bylaws
On April 8, 2026, in connection with the execution of the Merger Agreement, the Board adopted the Amendment No 3. to the Amended and Restated Bylaws of the Company (the “Bylaw Amendment”). The Bylaw Amendment adds an exclusive forum provision providing that, unless the Company consents in writing to an alternative forum, the Circuit Court for Baltimore City, Maryland, (or, if the Circuit Court for Baltimore City, Maryland, does not have jurisdiction, the U.S. District Court for the District of Maryland, Northern Division), to the fullest extent permitted by law, shall be the sole and exclusive forum for certain state corporate law or shareholder derivative actions, and that the federal district courts of the United States shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.
Indemnification Agreement
On April 8, 2026, in connection with the execution of the Merger Agreement, the Board approved a new standard form of indemnification agreement (the “Indemnification Agreement”), and the Company entered into such with each of its trustees and executive officers. The Indemnification Agreement provides, among other things, that the Company will indemnify the trustees and executive officers, under the circumstances and to the extent provided for therein, for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a trustee or executive officer in any action or proceeding arising out of his or her service as a trustee or officer of the Company or any other company or enterprise to which he or she provides services at the Company’s request.
Disposition of properties
On April 20, 2026, we completed the sale of Town Park, located in Houston, Texas, for $
On April 10, 2026, we completed the sale of South Shaver Plaza, located in Houston, Texas, for $
Incentive Share Plan
On April 1, 2026, an aggregate of
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion of our financial condition and results of operations in conjunction with our unaudited consolidated financial statements and the notes thereto included in this Quarterly Report on Form 10-Q (this “Report”), and the consolidated financial statements and the notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the year ended December 31, 2025. For more detailed information regarding the basis of presentation for the following information, you should read the notes to the unaudited consolidated financial statements included in this Report.
Forward-Looking Statements
This Report contains forward-looking statements within the meaning of the federal securities laws, including discussion and analysis of our financial condition, pending acquisitions and the impact of such acquisitions on our financial condition and results of operations, anticipated capital expenditures required to complete projects, amounts of anticipated cash distributions to our shareholders in the future and other matters. These forward-looking statements are not historical facts but are the intent, belief or current expectations of our management based on its knowledge and understanding of our business and industry. Forward-looking statements are typically identified by the use of terms such as “may,” “will,” “should,” “potential,” “predicts,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates” or the negative of such terms and variations of these words and similar expressions, although not all forward-looking statements include these words. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.
Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false. You are cautioned not to place undue reliance on forward-looking statements, which reflect our management’s view only as of the date of this Report. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.
Factors that could cause actual results to differ materially from any forward-looking statements made in this Report include:
| • |
the imposition of federal income taxes if we fail to qualify as a real estate investment trust (“REIT”) in any taxable year or forego an opportunity to ensure REIT status; |
| • |
uncertainties related to the national economy and the real estate industry, both in general and in our specific markets; |
| • |
legislative or regulatory changes, including changes to laws governing REITs; |
| • |
adverse economic or real estate developments or conditions in Texas or Arizona, Houston, Dallas, and Phoenix in particular, including the potential impact of inflation or public health emergencies on our tenants’ ability to pay their rent, which could result in bad debt allowances or straight-line rent reserve adjustments; |
| • |
our current geographic concentration in the Houston, Dallas, and Phoenix metropolitan area markets makes us susceptible to potential local economic downturns; |
| • |
increases in interest rates, including as a result of inflation, which may increase our operating costs or general and administrative expenses; |
| • |
natural disasters, such as floods and hurricanes, which may increase as a result of climate change may adversely affect our returns and adversely impact our existing and prospective tenants; |
| • |
increasing focus by stakeholders on environmental, social and governance matters; |
| • |
financial institution disruptions; |
| • |
availability and terms of capital and financing, both to fund our operations and to refinance our indebtedness as it matures; |
| • |
decreases in rental rates or increases in vacancy rates; |
| • |
harm to our reputation, ability to do business and results of operations as a result of improper conduct by our employees, agents or business partners; |
| • |
litigation risks; |
| • |
lease-up risks, including leasing risks arising from exclusivity and consent provisions in leases with significant tenants; |
| • |
our inability to renew tenant leases or obtain new tenant leases upon the expiration of existing leases; |
| • |
risks related to generative artificial intelligence tools and language models, along with the potential interpretations and conclusions they might make regarding our business and prospects, particularly concerning the spread of misinformation; |
| • |
our inability to generate sufficient cash flows due to market conditions, competition, uninsured losses, changes in tax or other applicable laws; |
| • |
geopolitical instability, such as the ongoing conflict between Russia and Ukraine, the conflict in the Gaza Strip and unrest in the Middle East; |
| • |
the need to fund tenant improvements or other capital expenditures out of our operating cash flow; |
| • |
the risk that we are unable to raise capital for working capital, acquisitions or other uses on attractive terms or at all; |
| • |
disruptions to our business and financial results as a result of shareholder activism efforts or unsolicited offers from third-parties; |
| • |
delays in or failure to complete the Mergers (as defined herein), whether due to an inability by either party to satisfy one or more conditions to closing, the occurrence of events or changes in circumstances that give rise to the termination of the Merger Agreement (as defined herein) by either party, or otherwise; |
| • |
the failure to satisfy any of the conditions to the consummation of the Mergers, including the approval of the Company Merger by the Company’s shareholders; |
| • |
the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, including in circumstances requiring the Company to pay a termination fee; |
| • |
the effect of the announcement or pendency of the proposed Mergers on the Company’s business relationships, including relationships with tenants and suppliers, operating results and business generally; |
| • |
risks that the proposed transaction disrupts the Company’s current plans and operations; |
| • |
the Company’s ability to retain and hire key personnel in light of the proposed Mergers or otherwise; |
| • |
risks related to diverting management’s attention from the Company’s ongoing business operations, unexpected costs, charges or expenses resulting from the proposed transaction; |
| • |
potential litigation or other proceedings relating to the Mergers that could be instituted against the parties to the Merger Agreement, including the Company the Operating Partnership, or their affiliates, respective directors, managers or officers, including the costs of such proceedings and the effects of any outcomes related thereto; |
| • |
continued availability of capital and financing and rating agency actions; |
| • |
certain restrictions during the pendency of the transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; |
| • |
unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, war, hostilities, epidemics or pandemics, as well as management’s response to any of the aforementioned factors, and their potential to disrupt or delay the closing of the transactions; and |
| • |
the possible failure of the Company to maintain its qualification as a REIT and the risk of changes in laws affecting REITs. |
The forward-looking statements should be read in light of these factors and the factors identified in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2025, as previously filed with the Securities and Exchange Commission (“SEC”).
Overview
We are a fully-integrated real estate company that owns and operates commercial properties in culturally diverse markets in major metropolitan areas. Founded in 1998, we are internally managed with a portfolio of commercial properties in Texas and Arizona.
In October 2006, we adopted a strategic plan to acquire, redevelop, own and operate Community Centered Properties®. We define Community Centered Properties® as visibly located properties in established or developing culturally diverse neighborhoods in our target markets. We market, lease and manage our centers to match tenants with the shared needs of the surrounding neighborhood. Those needs may include specialty retail, grocery, restaurants and medical, educational and financial services. Our goal is for each property to become a Whitestone-branded retail community that serves a neighboring five-mile radius around our property. We employ and develop a diverse group of associates who understand the needs of our multi-cultural communities and tenants.
We serve as the general partner of the Operating Partnership, which was formed on December 31, 1998 as a Delaware limited partnership. We currently conduct substantially all of our operations and activities through the Operating Partnership. As the general partner of the Operating Partnership, we have the exclusive power to manage and conduct the business of the Operating Partnership, subject to certain customary exceptions.
Entry into Merger Agreement
On April 8, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Operating Partnership, AREG Wizard Parent LP (“Parent”), AREG Wizard Intermediate LP (“Merger Sub”), and AREG Wizard Operating Partnership LP (“Merger OP” and, collectively with Parent and Merger Sub, the “Parent Parties”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein and in accordance with Maryland REIT Law and the Delaware Revised Uniform Limited Partnership Act, Merger OP will merge with and into the Operating Partnership (the “Partnership Merger”), and, immediately following the Partnership Merger, the Company will merge with and into Merger Sub (the “Company Merger” and, together with the Partnership Merger, the “Mergers”). Upon completion of the Partnership Merger, the Operating Partnership will survive, and the separate existence of Merger OP will cease. Upon completion of the Company Merger, Merger Sub will survive (the “Surviving Company”) as a wholly owned subsidiary of Parent, and the separate existence of the Company will cease.
The Merger Agreement was unanimously approved by the Company’s Board of Trustees and is subject to certain customary closing conditions, including the approval of the Company Merger by the Company’s shareholders. For more information regarding the previously announced Mergers, see Note 18 to the accompanying Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
Portfolios
As of March 31, 2026, we wholly owned 57 commercial properties consisting of:
Consolidated Operating Portfolio
| • |
52 wholly owned properties that meet our Community Centered Properties® strategy, including one land parcel subject to a ground lease, containing approximately 4.9 million square feet of gross leasable area (“GLA”) and having a total carrying amount (net of accumulated depreciation) of $1.07 billion; and |
Redevelopment, New Acquisitions Portfolio
| • |
five parcels of land held for future development that meet our Community Centered Properties® strategy having a total carrying value of $23.7 million. |
As of March 31, 2026, we had an aggregate of 1,448 tenants. We have a diversified tenant base with our largest tenant comprising only 2.1% of our annualized rental revenues for the three months ended March 31, 2026. Lease terms for our properties range from less than one year for smaller tenants to over 15 years for larger tenants. Our leases include minimum monthly lease payments and generally provide for tenant reimbursements for payment of taxes, insurance and maintenance. We completed 61 new and renewal leases during the three months ended March 31, 2026, totaling 245,053 square feet and approximately $32.4 million in total lease value. This compares to 84 new and renewal leases totaling 199,610 square feet and approximately $31.3 million in total lease value during the same period in 2025.
We employed 70 full-time employees as of March 31, 2026. As an internally managed REIT, we bear our own expenses of operations, including the salaries, benefits and other compensation of our employees, office expenses, legal, accounting, and investor relations expenses and other overhead costs.
Real Estate Partnership
As of March 31, 2026, our ownership in Pillarstone Capital REIT Operating Partnership LP (“Pillarstone” or “Pillarstone OP”) no longer represents a majority interest. On January 25, 2024, we exercised a notice of redemption for substantially all of our investment in Pillarstone OP. On March 4, 2024, Pillarstone Capital REIT (“Pillarstone REIT”) authorized and filed a Chapter 11 bankruptcy (the “Pillarstone Bankruptcies”) of itself, Pillarstone OP, and all of its remaining special purpose entities in the United States Bankruptcy Court for the Northern District of Texas (the “Bankruptcy Court”). We filed a claim in the “Pillarstone Bankruptcies” for the value of our redemption claim along with interest and other costs. On December 12, 2025, we received $33.4 million dollars from Pillarstone OP pursuant to a settlement agreement approved by the Bankruptcy court under Bankruptcy Rule 9019. The settlement agreement directs Pillarstone OP to distribute to us all funds remaining after a payment of $4.05 million to Pillarstone REIT and a reserve of $2.5 million for claims, taxes and administrative expenses. After the $4.05 million payment is made to Pillarstone REIT, we expect to receive approximately $4.0 million in cash and any excess from the $2.5 million in reserves in 2026.
Inflation
We anticipate that the majority of our leases will continue to be triple-net leases or otherwise provide that tenants pay for increases in operating expenses and will contain provisions that we believe will mitigate the effect of inflation. In addition, many of our leases are for terms of less than five years, which allows us to adjust rental rates to reflect inflation and other changing market conditions when the leases expire. Consequently, increases due to inflation, as well as ad valorem tax rate increases, generally do not currently have a significant adverse effect upon our operating results.
Rising Interest Rates
As of March 31, 2026, $79.8 million, or approximately 12% of our outstanding debt, was subject to floating interest rates of Secured Overnight Financing Rate (“SOFR”) plus 1.30% to 1.90% credit spread adjustment and not currently subject to a hedge. The impact of a 1% increase or decrease in interest rates on our non-hedged variable rate debt would result in a decrease or increase of annual net income of approximately $0.8 million, respectively.
How We Derive Our Revenue
Substantially all of our revenue is derived from rents received from leases at our properties. We had total revenues of approximately $41.4 million and $38.0 million for the three months ended March 31, 2026 and 2025, respectively.
Rental Income
We expect our rental income to increase year-over-year due to the addition of properties and rent increases on renewal leases. The amount of net rental income generated by our properties depends principally on our ability to maintain the occupancy rates of currently leased space and to lease currently available space, newly acquired properties with vacant space, and space available from unscheduled lease terminations. The amount of rental income we generate also depends on our ability to maintain or increase rental rates in our submarkets. During the three months ended March 31, 2026 and 2025, we recorded an adjustment to rental revenue for bad debt, exclusive of straight-line rent reserve adjustments, resulting in a $0.5 million and $0.3 million decrease in revenue, respectively. The three months ended March 31, 2026 included 7 cash basis tenants, resulting in a decrease in rental revenue for straight-line rent adjustments of $0.1 million and a decrease to rental revenue for bad debt adjustments of less than $0.1 million. The three months ended March 31, 2025 included 11 cash basis tenants, resulting in a decrease to rental revenue for straight-line rent adjustment of $0.2 million and a decrease to rental revenue for bad debt adjustments of $0.1 million.
Scheduled Lease Expirations
We tend to lease space to smaller businesses that desire shorter term leases. As of March 31, 2026, approximately 26% of our GLA was subject to leases that expire prior to December 31, 2027. Over the last three calendar years, we have renewed expiring leases with respect to approximately 69% of our GLA. We routinely seek to renew leases with our existing tenants prior to their expiration and typically begin discussions with a tenant as early as 24 months prior to the expiration date of the existing lease. Inasmuch as our early renewal program and other leasing and marketing efforts target these expiring leases, we work to re-lease most of that space prior to expiration of the leases. In the markets in which we operate, we obtain and analyze market rental rates through review of third-party publications, which provide market and submarket rental rate data and through inquiry of property owners and property management companies as to rental rates being quoted at properties that are located in close proximity to our properties and we believe display similar physical attributes as our nearby properties. We use this data to negotiate leases with new tenants and renew leases with our existing tenants at rates we believe to be competitive in the markets for our individual properties. Due to the short term nature of our leases, and based upon our analysis of market rental rates, we believe that, in the aggregate, our current leases are at market rates. Market conditions, including new supply of properties and competition, and macroeconomic conditions in our markets and nationally affecting tenant income, such as employment levels, business conditions, interest rates, tax rates, fuel and energy costs and other matters, could adversely impact our renewal rate and/or the rental rates we are able to negotiate. We continue to monitor our tenants’ operating performances as well as overall economic trends to evaluate any future negative impact on our renewal rates and rental rates, which could adversely affect our cash flow and ability to make distributions to our shareholders.
Acquisitions
We seek to grow our GLA through the acquisition of additional properties, and we are carefully evaluating development and redevelopment activities on a case-by-case basis. We have extensive relationships with community banks, attorneys, title companies, and others in the real estate industry, which we believe enables us to take advantage of these market opportunities and maintain an active acquisition pipeline.
Property Acquisitions, Dispositions and Development
We seek to acquire commercial properties in high-growth markets. Our acquisition targets are properties that fit our Community Centered Properties® strategy. We may acquire properties in other high-growth cities in the future. As part of our ongoing commitment to our Community Centered Properties® strategy and in pursuit of expanding our commercial property portfolio in high-growth markets, we have carefully evaluated and identified certain non-core properties for divestment, allowing us to reallocate resources towards acquiring properties that align more closely with our long-term growth objectives.
On March 5, 2026, we acquired Dunlap Crossings, a property that meets our Community Centered Property® strategy, for $0.8 million in cash and net prorations. Dunlap Crossings, a 3,400 square foot property, was 70.6% leased at the time of purchase and is located in Phoenix, Arizona. The funding for this acquisition was provided by our credit facility.
On November 6, 2025, we acquired World Cup Plaza, a property that meets our Community Centered Property® strategy, for $34.1 million in cash and net prorations. World Cup Plaza, a 90,391 square foot property, was 87% leased at the time of purchase and is located in Frisco, Texas. The acquisition was funded with a combination of borrowings under the Company’s revolving credit facility and the assumption of mortgage indebtedness secured by the property.
On October 31, 2025, we acquired Ashford Village, a property that meets our Community Centered Property® strategy, for $21.7 million in cash and net prorations. Ashford Village, a 81,519 square foot property, was 99.6% leased at the time of purchase and is located in Houston, Texas. The funding for this acquisition was provided by our credit facility.
On July 11, 2025, we acquired 1730 S Val Vista, a pad that meets our Community Centered Property® strategy, for $3.5 million in cash and net prorations. 1730 S Val Vista is located in Mesa, Arizona. The funding for this acquisition was provided by our credit facility.
On December 4, 2025, we completed the sale of Kempwood Plaza, located in Houston, Texas, for $18.6 million. We recorded a gain on sale of $15.8 million.
On September 25, 2025, we completed the sale of Sugar Park Plaza, located in Houston, Texas, for $20.8 million. We recorded a gain on sale of $14.0 million.
On June 27, 2025, we completed the sale of Woodlake Plaza, located in Houston, Texas, for $4.5 million. We recorded a gain on sale of $0.2 million.
We have not included properties sold in 2025 in discontinued operations as they did not meet the definition of discontinued operations.
Leasing Activity
As of March 31, 2026, we owned 57 properties with 4,860,908 square feet of GLA and, as of March 31, 2026 and March 31, 2025, our occupancy rate for all properties was approximately 94% and 93%, respectively. The following is a summary of our leasing activity for the three months ended March 31, 2026:
| Number of Leases Signed |
GLA Signed |
Weighted Average Lease Term (2) |
TI and Incentives per Sq. Ft. (3) |
Contractual Rent Per Sq. Ft. (4) |
Prior Contractual Rent Per Sq. Ft. (5) |
Straight-lined Basis Increase (Decrease) Over Prior Rent |
||||||||||||||||||||||
| Comparable (1) |
||||||||||||||||||||||||||||
| Renewal Leases |
36 | 107,988 | 3.9 | $ | 2.11 | $ | 28.38 | $ | 26.42 | 22.3 | % | |||||||||||||||||
| New Leases |
10 | 25,112 | 5.8 | 27.87 | 33.82 | 28.52 | 32.5 | % | ||||||||||||||||||||
| Total |
46 | 133,100 | 4.3 | $ | 6.97 | $ | 29.41 | $ | 26.82 | 24.4 | % | |||||||||||||||||
| Number of Leases Signed |
GLA Signed |
Weighted Average Lease Term (2) |
TI and Incentives per Sq. Ft. (3) |
Contractual Rent Per Sq. Ft. (4) |
||||||||||||||||
| Total |
||||||||||||||||||||
| Renewal Leases |
40 | 145,754 | 3.1 | $ | 1.63 | $ | 32.19 | |||||||||||||
| New Leases |
21 | 99,299 | 8.1 | 37.00 | 23.48 | |||||||||||||||
| Total |
61 | 245,053 | 5.1 | $ | 15.97 | $ | 28.66 | |||||||||||||
| (1) |
Comparable leases represent leases signed on spaces for which there was a former tenant within the last twelve months and the new or renewal square footage was within 25% of the expired square footage. |
| (2) |
Weighted average lease term is determined on the basis of square footage. |
| (3) |
Estimated amount per signed leases. Actual cost of construction may vary. Does not include first generation costs for tenant improvements (“TI”) and leasing commission costs needed for new acquisitions or redevelopment of a property to bring to operating standards for its intended use. |
| (4) |
Contractual minimum rent under the new lease for the first month, excluding concessions. |
| (5) |
Contractual minimum rent under the prior lease for the final month. |
Critical Accounting Policies and Estimates
In preparing the consolidated financial statements, we have made estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reported periods. Actual results may differ from these estimates. A summary of our critical accounting policies is included in our Annual Report on Form 10-K for the year ended December 31, 2025, under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” There have been no significant changes to policies during the three months ended March 31, 2026. For disclosure regarding recent accounting pronouncements and the anticipated impact they will have on our operations, please refer to Note 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Results of Operations
Comparison of the Three Months Ended March 31, 2026 and 2025
The following table provides a general comparison of our results of operations and other metrics for the three months ended March 31, 2026 and 2025 (dollars in thousands, except per share and per OP unit amounts):
| Three Months Ended March 31, |
||||||||
| 2026 |
2025 |
|||||||
| Number of properties owned and operated |
57 | 55 | ||||||
| Aggregate GLA (sq. ft.) |
4,860,908 | 4,863,562 | ||||||
| Ending occupancy rate |
94 | % | 93 | % | ||||
| Total revenues |
$ | 41,386 | $ | 38,003 | ||||
| Total operating expenses |
28,471 | 26,031 | ||||||
| Total other expenses |
8,590 | 8,097 | ||||||
| Income before income tax |
4,325 | 3,875 | ||||||
| Provision for income tax |
(132 | ) | (127 | ) | ||||
| Net income |
4,193 | 3,748 | ||||||
| Less: Net income attributable to noncontrolling interests |
51 | 47 | ||||||
| Net income attributable to Whitestone REIT |
$ | 4,142 | $ | 3,701 | ||||
| Funds from operations(1) |
$ | 14,367 | $ | 13,148 | ||||
| Property net operating income(2) |
28,899 | 26,739 | ||||||
| Distributions paid on common shares and OP units |
7,378 | 6,932 | ||||||
| Distributions per common share and OP unit |
$ | 0.1425 | $ | 0.1350 | ||||
| Distributions paid as a percentage of funds from operations |
51 | % | 53 | % | ||||
| (1) |
For an explanation and reconciliation of funds from operations, a Non-GAAP metric, to net income, see “—Reconciliation of Non-GAAP Financial Measures—Funds From Operations (“FFO”)” below. |
| (2) |
For an explanation and reconciliation of property net operating income, a Non-GAAP metric, to net income, see “—Reconciliation of Non-GAAP Financial Measures—Property Net Operating Income (“NOI”)” below. |
We define “Same Store” as properties that have been owned for the entire period being compared. For purposes of comparing the three months ended March 31, 2026 to the three months ended March 31, 2025, Same Store includes properties owned during the entire period from January 1, 2025 to March 31, 2026. We define “Non-Same Store” as properties acquired since the beginning of the period being compared and properties that have been sold, but not classified as discontinued operations.
Revenues. The primary components of revenue are detailed in the table below (in thousands, except percentages):
| Three Months Ended March 31, |
||||||||||||||||
| Revenue |
2026 |
2025 |
Change |
% Change |
||||||||||||
| Same Store |
||||||||||||||||
| Rental revenues (1) |
$ | 27,233 | $ | 26,345 | $ | 888 | 3 | % | ||||||||
| Recoveries (2) |
11,287 | 10,151 | 1,136 | 11 | % | |||||||||||
| Bad debt |
(460 | ) | (313 | ) | (147 | ) | 47 | % | ||||||||
| Total rental |
38,060 | 36,183 | 1,877 | 5 | % | |||||||||||
| Other revenues |
490 | 601 | (111 | ) | (18 | )% | ||||||||||
| Same Store Total |
38,550 | 36,784 | 1,766 | 5 | % | |||||||||||
| Non-Same Store |
||||||||||||||||
| Rental revenues (3) |
1,899 | 860 | 1,039 | 121 | % | |||||||||||
| Recoveries (3) |
965 | 358 | 607 | 170 | % | |||||||||||
| Bad debt (3) |
(30 | ) | (6 | ) | (24 | ) | 400 | % | ||||||||
| Total rental |
2,834 | 1,212 | 1,622 | 134 | % | |||||||||||
| Other revenues (3) |
2 | 7 | (5 | ) | (71 | )% | ||||||||||
| Non-Same Store Total |
2,836 | 1,219 | 1,617 | 133 | % | |||||||||||
| Total revenue |
$ | 41,386 | $ | 38,003 | $ | 3,383 | 9 | % | ||||||||
| (1) |
The Same Store rental revenues increase of $888,000 was driven by an $882,000 increase from higher average rent per leased square foot, from $24.47 to $25.29 and a $6,000 increase from higher average leased square footage, from 4,306,626 to 4,307,672. Same Store rental revenues also include straight-line rent write offs for tenants converted to cash basis accounting, representing a decrease of $138,000 and a decrease of $195,000 for the three months ended March 31, 2026 and 2025, respectively. |
| (2) |
The Same Store recoveries revenue increase of $1,136,000 is primarily attributable to increases in operating expenses and increase in recoverability of expenses from the increased occupancy at our properties. |
| (3) |
Non-Same Store rental revenue includes San Clemente (acquired on May 5, 2025), South Hulen (acquired on June 16, 2025), Woodlake Plaza (sold on June 27, 2025), 1730 S Val Vista (acquired on July 11, 2025), Sugar Park Plaza (sold on September 25, 2025), Kempwood Plaza (sold on December 4, 2025), Ashford Village (acquired on October 31, 2025), World Cup Plaza (acquired on November 6, 2025), and Dunlap Crossing (acquired on March 3, 2026). |
Operating expenses. The primary components of operating expenses for the three months ended March 31, 2026 and 2025 are detailed in the table below (in thousands, except percentages):
| Three Months Ended March 31, |
||||||||||||||||
| Operating Expenses |
2026 |
2025 |
Change |
% Change |
||||||||||||
| Same Store |
||||||||||||||||
| Operating and maintenance (1) |
$ | 6,915 | $ | 6,588 | $ | 327 | 5 | % | ||||||||
| Real estate taxes |
4,709 | 4,099 | 610 | 15 | % | |||||||||||
| Same Store total |
11,624 | 10,687 | 937 | 9 | % | |||||||||||
| Non-Same Store |
||||||||||||||||
| Operating and maintenance (2) |
445 | 424 | 21 | 5 | % | |||||||||||
| Real estate taxes (2) |
418 | 153 | 265 | 173 | % | |||||||||||
| Non-Same Store total |
863 | 577 | 286 | 50 | % | |||||||||||
| Depreciation and amortization |
9,974 | 9,324 | 650 | 7 | % | |||||||||||
| General and administrative (3) |
6,010 | 5,443 | 567 | 10 | % | |||||||||||
| Total operating expenses |
$ | 28,471 | $ | 26,031 | $ | 2,440 | 9 | % | ||||||||
| (1) |
The operating and maintenance expense increase is attributable to increased contract services costs of $192,000, increased utility costs of $108,000, increased other costs of $27,000. |
| (2) |
Non-Same Store rental expense includes San Clemente (acquired on May 5, 2025), South Hulen (acquired on June 16, 2025), Woodlake Plaza (sold on June 27, 2025), 1730 S Val Vista (acquired on July 11, 2025), and Sugar Park Plaza (sold on September 25, 2025), Kempwood Plaza (sold on December 4, 2025), Ashford Village (acquired on October 31, 2025), World Cup Plaza (acquired on November 6, 2025), and Dunlap Crossing (acquired on March 6, 2026) . |
| (3) |
The general and administrative expense increase is attributable to an increased payroll cost of $490,000, increased office expenses of $237,000, decreased legal fees of $206,000, increased share-based compensation of $142,000, and decreased other costs of $96,000. |
Other expenses (income). The primary components of other expenses (income) for the three months ended March 31, 2026 and 2025 are detailed in the table below (in thousands, except percentages):
| Three Months Ended March 31, |
||||||||||||||||
| Other Expenses (Income) |
2026 |
2025 |
Change |
% Change |
||||||||||||
| Interest expense (1) |
$ | 8,384 | $ | 8,097 | $ | 287 | 4 | % | ||||||||
| Loss on disposal of assets, net |
215 | 100 | 115 | 115 | % | |||||||||||
| Interest, dividend and other investment income |
(9 | ) | (100 | ) | 91 | (91 | )% | |||||||||
| Total other expenses |
$ | 8,590 | $ | 8,097 | $ | 493 | 6 | % | ||||||||
| (1) |
The $287,000 increase in interest expense is primarily attributable to a decrease in our effective interest rate to 4.87% for the three months ended March 31, 2026 as compared to 4.91% for the three months ended March 31, 2025, resulting in a $77,000 decrease in interest expense and increase of our average outstanding notes payable balance by $13.1 million, resulting in a $161,000 increase in interest expense. The increase is also attributable to an increased amortization of deferred financing costs related to our debt, which was approximately $203,000. |
Same Store net operating income. The components of Same Store net operating income is detailed in the table below (in thousands, except percentages):
| Three Months Ended March 31, |
Increase |
% Increase |
||||||||||||||
| 2026 |
2025 |
(Decrease) |
(Decrease) |
|||||||||||||
| Same Store (47 properties, excluding development land) |
||||||||||||||||
| Property revenues |
||||||||||||||||
| Rental |
$ | 38,060 | $ | 36,183 | $ | 1,877 | 5 | % | ||||||||
| Management, transaction and other fees |
490 | 601 | (111 | ) | (18 | )% | ||||||||||
| Total property revenues |
38,550 | 36,784 | 1,766 | 5 | % | |||||||||||
| Property expenses |
||||||||||||||||
| Property operation and maintenance |
6,915 | 6,588 | 327 | 5 | % | |||||||||||
| Real estate taxes |
4,709 | 4,099 | 610 | 15 | % | |||||||||||
| Total property expenses |
11,624 | 10,687 | 937 | 9 | % | |||||||||||
| Total property revenues less total property expenses |
26,926 | 26,097 | 829 | 3 | % | |||||||||||
| Same Store straight-line rent adjustments |
(489 | ) | (564 | ) | 75 | (13 | )% | |||||||||
| Same Store amortization of above/below market rents |
(290 | ) | (206 | ) | (84 | ) | 41 | % | ||||||||
| Same Store lease termination fees |
(302 | ) | (426 | ) | 124 | (29 | )% | |||||||||
| Same Store NOI(1) |
$ | 25,845 | $ | 24,901 | $ | 944 | 3.8 | % | ||||||||
| (1) |
For an explanation and reconciliation of property net operating income, a non-GAAP metric, to net income, see “Reconciliation of Non-GAAP Financial Measures—Property Net Income (“NOI”)” below. |
| Three Months Ended March 31, |
||||||||
| PROPERTY NET OPERATING INCOME (“NOI”) |
2026 |
2025 |
||||||
| Net income attributable to Whitestone REIT |
$ | 4,142 | $ | 3,701 | ||||
| General and administrative expenses |
6,010 | 5,443 | ||||||
| Depreciation and amortization |
9,974 | 9,324 | ||||||
| Interest expense |
8,384 | 8,097 | ||||||
| Interest, dividend and other investment income |
(9 | ) | (100 | ) | ||||
| Provision for income tax |
132 | 127 | ||||||
| Loss on disposal of assets, net |
215 | 100 | ||||||
| Net income attributable to noncontrolling interests |
51 | 47 | ||||||
| NOI |
$ | 28,899 | $ | 26,739 | ||||
| Non-Same Store NOI (1) |
(1,973 | ) | (642 | ) | ||||
| NOI less Non-Same Store NOI and NOI of real estate partnership (pro rata) |
26,926 | 26,097 | ||||||
| Same Store straight-line rent adjustments |
(489 | ) | (564 | ) | ||||
| Same Store amortization of above/below market rents |
(290 | ) | (206 | ) | ||||
| Same Store lease termination fees |
(302 | ) | (426 | ) | ||||
| Same Store NOI (2) |
$ | 25,845 | $ | 24,901 | ||||
| (1) |
We define “Non-Same Store” as properties that have been acquired since the beginning of the period being compared and properties that have been sold, but not classified as discontinued operations. For purposes of comparing the three months ended March 31, 2026 to the three months ended March 31, 2025, Non-Same Store includes properties acquired between January 1, 2025 and March 31, 2026 and properties sold between January 1, 2025 and March 31, 2026, but not included in discontinued operations. |
| (2) |
We define “Same Store” as properties that have been owned during the entire period being compared. For purposes of comparing the three months ended March 31, 2026 to the three months ended March 31, 2025, Same Store includes properties owned before January 1, 2025 and not sold before March 31, 2026. Straight-line rent adjustments, above/below market rents, and lease termination fees are excluded. |
Reconciliation of Non-GAAP Financial Measures
Funds From Operations (“FFO”) and Core FFO
The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income available to Whitestone REIT (calculated in accordance with GAAP), excluding depreciation and amortization related to real estate, gains or losses from the sale of certain real estate assets, gains and losses from change in control, and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. We calculate FFO in a manner consistent with the NAREIT definition and also include adjustments for our unconsolidated real estate partnership.
Core Funds from Operations (“Core FFO”) is a non-GAAP measure. We define Core FFO as FFO excluding proxy contest costs.
Management uses FFO and Core FFO as a supplemental measure to conduct and evaluate our business because there are certain limitations associated with using GAAP net income alone as the primary measure of our operating performance.
Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Because real estate values instead have historically risen or fallen with market conditions, management believes that the presentation of operating results for real estate companies that use historical cost accounting is insufficient by itself. In addition, securities analysts, investors and other interested parties use FFO as the primary metric for comparing the relative performance of equity REITs.
FFO and Core FFO should not be considered as alternatives to net income or other measurements under GAAP, as an indicator of our operating performance or to cash flows from operating, investing or financing activities as a measure of liquidity. FFO and Core FFO do not reflect working capital changes, cash expenditures for capital improvements or principal payments on indebtedness. Although our calculation of FFO is consistent with that of NAREIT, there can be no assurance that FFO and Core FFO presented by us is comparable to similarly titled measures of other REITs.
Below are the calculations of FFO and Core FFO, along with the reconciliations to net income, which we believe is the most directly comparable U.S. GAAP financial measure (in thousands):
| Three Months Ended March 31, |
||||||||
| FFO (NAREIT) AND CORE FFO |
2026 |
2025 |
||||||
| Net income attributable to Whitestone REIT |
$ | 4,142 | $ | 3,701 | ||||
| Adjustments to reconcile to FFO:(1) |
||||||||
| Depreciation and amortization of real estate assets |
9,959 | 9,300 | ||||||
| Loss on disposal of assets, net |
215 | 100 | ||||||
| Net income attributable to noncontrolling interests |
51 | 47 | ||||||
| FFO (NAREIT) |
$ | 14,367 | $ | 13,148 | ||||
| Adjustments to reconcile to Core FFO: |
||||||||
| Proxy contest costs |
94 | — | ||||||
| Core FFO |
$ | 14,461 | $ | 13,148 | ||||
Property Net Operating Income (“NOI”)
NOI: Net Operating Income: Management believes that NOI is a useful measure of our property operating performance. We define NOI as operating revenues (rental and other revenues) less property and related expenses (property operation and maintenance and real estate taxes). Other REITs may use different methodologies for calculating NOI and, accordingly, our NOI may not be comparable to other REITs. Because NOI adjusts for general and administrative expenses, depreciation and amortization, interest expense, interest dividend and other investment income, provision for income taxes, gain or loss on sale of property, gain or loss on sale or disposal of assets, and net income attributable to noncontrolling interests, it provides a performance measure that, when compared year-over-year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact to operations from trends in occupancy rates, rental rates and operating costs, providing perspective not immediately apparent from net income. We use NOI to evaluate our operating performance since NOI allows us to evaluate the impact that factors such as occupancy levels, lease structure, lease rates and tenant base have on our results, margins and returns. In addition, management believes that NOI provides useful information to the investment community about our property and operating performance when compared to other REITs since NOI is generally recognized as a standard measure of property performance in the real estate industry. However, NOI should not be viewed as a measure of our overall financial performance since it does not reflect general and administrative expenses, depreciation and amortization, interest expense, interest income, provision for income taxes and gain or loss on sale or disposition of assets, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties.
Below is the calculation of NOI and the reconciliations to net income, which we believe is the most directly comparable U.S. GAAP financial measure (in thousands):
| Three Months Ended |
||||||||
| March 31, |
||||||||
| PROPERTY NET OPERATING INCOME |
2026 |
2025 |
||||||
| Net income attributable to Whitestone REIT |
$ | 4,142 | $ | 3,701 | ||||
| General and administrative expenses |
6,010 | 5,443 | ||||||
| Depreciation and amortization |
9,974 | 9,324 | ||||||
| Interest expense |
8,384 | 8,097 | ||||||
| Interest, dividend and other investment income |
(9 | ) | (100 | ) | ||||
| Provision for income taxes |
132 | 127 | ||||||
| Loss on disposal of assets, net |
215 | 100 | ||||||
| Net income attributable to noncontrolling interests |
51 | 47 | ||||||
| NOI |
$ | 28,899 | $ | 26,739 | ||||
Liquidity and Capital Resources
Our short-term liquidity requirements consist primarily of distributions to holders of our common shares and OP units, including those required to maintain our REIT status and satisfy our current quarterly distribution target of $0.1425 per common share and OP unit, recurring expenditures, such as repairs and maintenance of our properties, non-recurring expenditures, such as capital improvements and tenant improvements, debt service requirements, and, potentially, acquisitions of additional properties.
During the three months ended March 31, 2026, our cash provided by operating activities was $3,562,000 and our total distributions were $7,378,000. Therefore, we had distributions in excess of cash flow from operations of approximately $3,816,000. We anticipate that cash flows from operating activities and our borrowing capacity under our 2025 Facility will provide adequate capital for our working capital requirements, anticipated capital expenditures, acquisitions and scheduled debt payments in the short term. We also believe that cash flows from operating activities and our borrowing capacity will allow us to make all distributions required for us to continue to qualify to be taxed as a REIT for federal income tax purposes.
Our long-term capital requirements consist primarily of maturities under our longer-term debt agreements, development and redevelopment costs, and potential acquisitions. We expect to meet our long-term liquidity requirements with net cash from operations, long-term indebtedness, sales of common shares, issuance of OP units, sales of underperforming properties and non-core properties and other financing opportunities, including debt financing. We believe we have access to multiple sources of capital to fund our long-term liquidity requirements, including the incurrence of additional debt and the issuance of additional equity. On December 18, 2025, we announced an increase to our quarterly distribution to $0.1425 per common share and OP unit for the first quarter of 2026, represented a 5.6% increase over the Company's previous quarterly dividend amount. The Board will regularly reassess the dividend in light of economic conditions. As of March 31, 2026, subject to any potential future paydowns in the borrowing base, we have $219 million remaining availability under the 2025 Revolver.
Our ability to access the capital markets will be dependent on a number of factors as well, including general market conditions for REITs and market perceptions about us. In light of the dynamics in the capital markets impacted by macroeconomic factors and economic uncertainty, our access to capital may be diminished. Despite these potential challenges, we believe we have sufficient access to capital for the foreseeable future, but we can provide no assurance that such capital will be available to us in the future on attractive terms or at all.
On May 9, 2025, we filed a Form S-3 (File No. 333-287167), which was subsequently declared effective by the SEC on May 19, 2025 (the “2025 Registration Statement”), replacing the 2022 Registration Statement (defined below). The 2025 Registration Statement will expire on May 19, 2028. The 2025 Registration Statement registers the issuance and sale by us of up to $750 million in securities from time to time, including common shares, preferred shares, debt securities, depositary shares and subscription rights.
On September 16, 2025, we entered into equity distribution agreements (individually, an “Equity Distribution Agreement” and together, the “Equity Distribution Agreements”) with each of BMO Capital Markets Corp., Barclays Capital Inc., BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citizens JMP Securities, LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., RBC Capital Markets, LLC, Robert W. Baird & Co. Incorporated, Truist Securities, Inc., and UBS Securities LLC (individually, a “Placement Agent” and together, the “Placement Agents”), as agents for the offer and sale of up to an aggregate of $100,000,000 of our common shares of beneficial interest, par value $0.001 per share (the “Shares”), from time to time in “at the market” offerings (the “ATM Program”). We did not sell any shares under the ATM Program during the three months ended March 31, 2026.
On May 12, 2022, we filed a Form S-3 (File No. 333-264881), which was subsequently declared effective by the SEC on May 20, 2022 (the “2022 Registration Statement”), pursuant to which we could issue and sell up to $500 million in securities, including common shares, preferred shares, debt securities, depositary shares and subscription rights. The 2022 Registration Statement, which registered the 2022 ATM Program (the “2022 ATM Program”), expired on May 20, 2025. As a result, no further shares of common stock may be sold under the 2022 ATM Program. We did not sell any shares under the 2022 ATM Program during the three months ended March 31, 2025.
To the extent we sell shares in the future under the Equity Distribution Agreements, we anticipate using net proceeds for general corporate purposes, which may include acquisitions of additional properties, the repayment of outstanding indebtedness, capital expenditures, the expansion, redevelopment and/or re-tenanting of properties in our portfolio, working capital and other general purposes.
We expect that our rental income will increase as we continue to acquire additional properties, subsequently increasing our cash flows generated from operating activities. We intend to finance the continued acquisition of such additional properties through equity issuances and through debt financing.
Our capital structure includes non-recourse mortgage debt that we have assumed or originated on certain properties. We may hedge the future cash flows of certain variable rate debt transactions principally through interest rate swaps with major financial institutions. See Note 8 (Derivatives and Hedging Activities) to the accompanying consolidated financial statements for a description of our current cash flow hedges.
We classify all cash pledged as collateral to secure certain obligations and all cash whose use is limited as restricted cash. As of March 31, 2026, we had no restricted cash.
Cash, Cash Equivalents and Restricted Cash
We had cash, cash equivalents and restricted cash of approximately $6,016,000 as of March 31, 2026, as compared to $7,360,000 on December 31, 2025. Sources and uses of cash during the three months ended March 31, 2026 and 2025 were as follows:
Sources of Cash
| • |
Proceeds from borrowings under unsecured term loan of $28,000,000 for the three months ended March 31, 2026, compared to $27,300,000 for the three months ended March 31, 2025; |
| • | Cash flow from operations of $3,562,000 for the three months ended March 31, 2026, compared to $3,081,000 for the three months ended March 31, 2025; |
Uses of Cash
| • |
Payments of notes payable of $17,143,000 for the three months ended March 31, 2026, compared to $17,572,000 for the three months ended March 31, 2025; |
| • |
Payment of distributions to common shareholders and OP unit holders of $7,378,000 for the three months ended March 31, 2026, compared to $6,932,000 for the three months ended March 31, 2025; |
| • |
Additions to real estate of $5,626,000 for the three months ended March 31, 2026, compared to $3,914,000 for the three months ended March 31, 2025; |
| • |
Repurchase of common shares from employees to satisfy tax withholding obligations upon vesting of equity awards of $1,936,000 for the three months ended March 31, 2026, compared to $1,510,000 for the three months ended March 31, 2025; |
| • |
Acquisition of real estate of $814,000 for the three months ended March 31, 2026, compared to $0 for the three months ended March 31, 2025; and |
| • |
Payment of finance lease liability of $9,000 for the three months ended March 31, 2026, compared to $9,000 for the three months ended March 31, 2025. |
We place all cash in short-term, highly liquid investments that we believe provide appropriate safety of principal.
Debt
Debt consisted of the following as of the dates indicated (in thousands):
| Description |
March 31, 2026 |
December 31, 2025 |
||||||
| Fixed rate notes |
||||||||
| $375.0 million, 3.40% plus 1.25% to 1.85% Note, due January 31, 2031 (1) |
$ | 375,000 | $ | 375,000 | ||||
| $80.0 million, 3.72% Note, due June 1, 2027 |
80,000 | 80,000 | ||||||
| $50.0 million, 5.09% Note, due March 22, 2029 (Series A) |
21,428 | 28,571 | ||||||
| $50.0 million, 5.17% Note, due March 22, 2029 (Series B) |
30,000 | 40,000 | ||||||
| $56.3 million, 6.23% Note, due July 31, 2031 |
56,340 | 56,340 | ||||||
| $17.7 million, 3.81% Note, due November 6, 2029 |
17,650 | 17,650 | ||||||
| Floating rate notes |
||||||||
| Unsecured line of credit, SOFR plus 1.30% to 1.90%, due September 19, 2029 |
79,791 | 51,791 | ||||||
| Total notes payable principal |
660,209 | 649,352 | ||||||
| Less: unamortized debt discount |
(939 | ) | (997 | ) | ||||
| Less: deferred financing costs, net of accumulated amortization |
(4,195 | ) | (4,430 | ) | ||||
| Total notes payable |
$ | 655,075 | $ | 643,925 | ||||
| (1) |
Promissory note includes an interest rate swap that fixes the SOFR portion of the term loan at an interest rate of 3.40% through September 30, 2026, 3.36% from October 1, 2026 through January 31, 2028, and 3.42% beginning February 1, 2028 through January 31, 2031. |
Scheduled maturities of our outstanding debt as of March 31, 2026 were as follows (in thousands):
| Year |
Amount Due |
|||
| 2026 (remaining) |
$ | — | ||
| 2027 |
97,414 | |||
| 2028 |
17,823 | |||
| 2029 |
35,517 | |||
| 2030 |
80,561 | |||
| 2031 |
428,894 | |||
| Total |
$ | 660,209 | ||
On November 6, 2025, the Company assumed a $17.7 million term loan in connection with the acquisition of the World Cup Plaza property, which matures on November 6, 2029 and bears interest at a stated rate of 3.81%. The assumed loan was initially recorded at its acquisition-date fair value of $16.6 million, with the $1.1 million difference between the contractual principal amount and the fair value recognized as a discount. The discount is amortized to interest expense over the remaining contractual term of the loan using the straight-line method, which approximates the effective interest method. The fair value of the assumed loan was estimated using a discounted cash flow methodology, which considers contractual future cash flows and observable market interest rates for debt instruments with similar terms and credit risk, and is classified within Level 2 of the fair value hierarchy.
On June 21, 2024, Whitestone REIT, operating through its subsidiaries Whitestone Strand LLC, Whitestone Las Colinas Village LLC, and Whitestone Seville, LLC (collectively, the “Borrower”), entered into a loan agreement (the “Loan Agreement”) with Nationwide Life Insurance Company (the “Lender”) for a mortgage loan in the principal amount of $56,340,000 (the “Loan”).
The Loan provides for a fixed interest rate of 6.23% per annum. Payments commence on August 1, 2024, and are due on the first day of each calendar month thereafter through July 1, 2031, with interest-only payments for the first 36 months. Monthly payments consist of principal and interest based on a 30-year amortization schedule beginning on August 1, 2027. The Loan may be prepaid in full but not in part, provided that, as conditions precedent, Borrower: (i) gives Lender not less than fifteen (15) days prior notice of Borrower’s intention to prepay the Loan; (ii) pays to Lender the prepayment premium as set forth in the Loan Agreement, if any, then due and payable to Lender; and (iii) pays to Lender all other amounts then due under the loan documents. No prepayment premium is required for prepayments in full made on or after six months prior to the maturity date.
The Loan is a non-recourse loan secured by three of our properties including their related equipment, fixtures, personal property, and other assets, and a limited carve-out guarantee by the Operating Partnership.
The loan documents contain customary terms and conditions, including without limitation affirmative and negative covenants such as information reporting and insurance requirements. The loan documents also contain customary events of default, including defaults in the payment of principal or interest, defaults in compliance with the covenants, and bankruptcy or other insolvency events. Upon the occurrence of an event of default, the Lender is entitled to accelerate all obligations of the Borrower. The Lender will also be entitled to receive the entire unpaid principal balance at a default rate.
The Loan proceeds will be used to pay down the Borrower’s existing floating rate indebtedness.
On September 19, 2025, we, through our Operating Partnership, entered into an unsecured credit facility (the “2025 Facility”) pursuant to that certain Fourth Amended and Restated Credit Agreement (the “A&R Credit Agreement”), by and among the Operating Partnership, the Guarantors from time to time parties thereto, the several financial institutions from time to time party thereto and Bank of Montreal, as administrative agent (the “Administrative Agent”). The A&R Credit Agreement amends and restates that certain Third Amended and Restated Credit Agreement, dated September 16, 2022 with the Administrative Agent, and the other agents and lenders named therein (as amended, restated, supplemented or otherwise modified prior to September 19, 2025, the “Prior Credit Agreement”).
The 2025 Facility is comprised of the following two tranches of indebtedness:
| • |
$375.0 million unsecured revolving credit facility with a maturity date of September 19, 2029, with two six-month options to extend the maturity date to September 19, 2030 (the “Revolver”); and |
| • |
$375.0 million unsecured term loan with a maturity date of January 31, 2031 (the “Term Loan”) |
Borrowings under the 2025 Facility accrue interest (at the Operating Partnership’s option) at a Base Rate or Term SOFR plus an applicable margin based upon the Company’s then existing leverage. Based on the Company’s current leverage ratio, the Revolver has an initial interest rate of Term SOFR plus 1.30%. In addition, the Company entered into interest rate swaps to fix the Term SOFR rates on the Term Loan. The Term Loan has the following interest rates:
As of March 31, 2026, the interest rate on the Revolver was 4.97%. The Term Loan with the swaps has the following interest rates:
| • | 3.40% (Term SOFR) plus 1.35% (current applicable margin) through September 30, 2026; |
| • |
3.36% (Term SOFR) plus 1.35% (current applicable margin) from October 1, 2026 through January 31, 2028; and |
| • |
3.42% (Term SOFR) plus 1.35% (current applicable margin) from February 1, 2028 through January 31, 2031. |
Base Rate means, for any day, the highest of: (a) the Administrative Agent’s prime commercial rate, (b) the sum of (i) the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York for such day, plus (ii) 0.50%, or (c) the sum of (i) Term SOFR for a one-month tenor in effect on such day plus (ii) 1.10%. Term SOFR means, for any such day, the SOFR-based term rate for the day two (2) business days prior.
The A&R Credit Agreement contains substantially similar terms to the Prior Credit Agreement. Other material terms, including financial covenants, were not changed by the A&R Credit Agreement, except as follows:
| • |
a 10 basis point credit spread adjustment previously applied to SOFR-based loans was eliminated; |
| • |
the maturity date for both the Revolver and the Term Loan were extended to the maturity dates described above; |
| • |
the interest rates were adjusted as described above; and |
| • |
the unused fee applicable to the Revolver was reduced by 5 basis points in instances where the average daily unused commitments are less than 50% of the total revolving commitments. |
At closing, the Company used (i) approximately $83.2 million of proceeds from the Term Loan to repay amounts outstanding under its previous unsecured revolving credit facility, (ii) $285 million of proceeds from the Term Loan to refinance in full the Company’s Term Loan and (iii) approximately $6.8 million from the Term Loan towards fees and expenses related to the A&R Credit Agreement.
As of March 31, 2026, subject to any potential future paydowns or increases in the borrowing base, we have $219 million remaining availability under the Revolver. As of March 31, 2026, $454.8 million was drawn on the 2025 Facility and our unused borrowing capacity was $295.2 million, assuming that we use the proceeds of the 2025 Facility to acquire properties, or to repay debt on properties, that are eligible to be included in the unsecured borrowing base.
We, each direct and indirect material subsidiary of the Operating Partnership and any other subsidiary of the Operating Partnership that is a guarantor under any unsecured ratable debt will serve as a guarantor for funds borrowed by the Operating Partnership under the 2025 Facility. The 2025 Facility contains customary terms and conditions, including, without limitation, customary representations and warranties and affirmative and negative covenants including, without limitation, information reporting requirements, limitations on investments, acquisitions, loans and advances, mergers, consolidations and sales, incurrence of liens, dividends and restricted payments. In addition, the 2025 Facility contains certain financial covenants including the following:
| • |
maximum total indebtedness to total asset value ratio of 0.60 to 1.00; |
| • |
maximum secured debt to total asset value ratio of 0.40 to 1.00; |
| • |
minimum EBITDA (earnings before interest, taxes, depreciation, amortization or extraordinary items) to fixed charges ratio of 1.50 to 1.00; |
| • |
maximum secured recourse debt to total asset value ratio of 0.15 to 1.00; |
| • |
maintenance of a minimum tangible net worth (adjusted for accumulated depreciation and amortization) of $527 million plus 75% of the net proceeds from additional equity offerings (as defined therein); |
| • |
minimum adjusted property net operating income to implied unencumbered debt service of 1.50 to 1.00; and |
| • |
maximum unsecured indebtedness to unencumbered asset pool value of 0.60 to 1.00. |
On March 22, 2019, we, through our Operating Partnership, entered into a Note Purchase and Guarantee Agreement (as amended from time to time, the “Note Agreement”) together with certain subsidiary guarantors as initial guarantor parties thereto (the “Subsidiary Guarantors”) and The Prudential Insurance Company of America and the various other purchasers named therein (collectively, the “Purchasers”) providing for the issuance and sale of $100 million of senior unsecured notes of the Operating Partnership, of which (i) $50 million are designated as 5.09% Series A Senior Notes due March 22, 2029 (the “Series A Notes”) and (ii) $50 million are designated as 5.17% Series B Senior Notes due March 22, 2029 (the “Series B Notes” and, together with the Series A Notes, the “Notes”) pursuant to a private placement that closed on March 22, 2019 (the “Private Placement”). Obligations under the Notes are unconditionally guaranteed by the Company and by the Subsidiary Guarantors.
On December 16, 2022, the Company and the Operating Partnership, amended the Existing Note Agreement, pursuant to the terms and conditions of the Amended Note Agreement, by and among the Company and the Operating Partnership, together with certain subsidiary guarantors as initial guarantor parties thereto and The Prudential Insurance Company of America and the various other purchasers named therein.
The principal of the Series A Notes began to amortize on March 22, 2023, with annual principal payments of approximately $7.1 million. The principal of the Series B Notes began to amortize on March 22, 2025 with annual principal payments of $10.0 million. The Notes will pay interest quarterly on the 22nd day of March, June, September and December in each year until maturity.
The Operating Partnership may prepay at any time all, or from time to time part of, the Notes, in an amount not less than $1,000,000 in the case of a partial prepayment, at 100% of the principal amount so prepaid, plus a make-whole amount. The make-whole amount is equal to the excess, if any, of the discounted value of the remaining scheduled payments with respect to the Notes being prepaid over the aggregate principal amount of such Notes (as described in the Note Agreement). In addition, in connection with a Change of Control (as defined in the Note Agreement), the Operating Partnership is required to offer to prepay the Notes at 100% of the principal amount plus accrued and unpaid interest thereon.
The Note Agreement contains representations, warranties, covenants, terms and conditions customary for transactions of this type and substantially similar to the Operating Partnership’s existing senior revolving credit facility, including limitations on liens, incurrence of investments, acquisitions, loans and advances and restrictions on dividends and certain other restricted payments. In addition, the Note Agreement contains certain financial covenants substantially similar to the Operating Partnership’s existing senior revolving credit facility, including the following:
| • |
maximum total indebtedness to total asset value ratio of 0.60 to 1.00; |
| • |
maximum secured debt to total asset value ratio of 0.40 to 1.00; |
| • |
minimum EBITDA (earnings before interest, taxes, depreciation, amortization or extraordinary items) to fixed charges ratio of 1.50 to 1.00; |
| • |
maximum secured recourse debt to total asset value ratio of 0.15 to 1.00; |
| • |
maintenance of a minimum tangible net worth (adjusted for accumulated depreciation and amortization) of 75% of the Company's total net worth as of December 31, 2021 plus 75% of the net proceeds from additional equity offerings (as defined therein); and |
| • |
minimum adjusted property NOI to implied unencumbered debt service ratio of 1.50 to 1.00. |
In addition, the Note Agreement contains a financial covenant requiring that maximum unsecured indebtedness not exceed the ratio of unsecured indebtedness to unencumbered asset pool of 0.60 to 1.00. That covenant is substantially similar to the borrowing base concept contained in the Operating Partnership’s existing senior revolving credit facility.
The Note Agreement also contains default provisions, including defaults for non-payment, breach of representations and warranties, insolvency, non-performance of covenants, cross-defaults with other indebtedness and guarantor defaults. The occurrence of an event of default under the Note Agreement could result in the Purchasers accelerating the payment of all obligations under the Notes. The financial and restrictive covenants and default provisions in the Note Agreement are substantially similar to those contained in the Operating Partnership’s existing credit facility.
Net proceeds from the Private Placement were used to refinance existing indebtedness. The Notes have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. The Notes were sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
As of March 31, 2026, our $153.99 million in secured debt was collateralized by five properties with a carrying value of $253.2 million. Our loans contain restrictions that would require the payment of prepayment penalties for the acceleration of outstanding debt and are secured by deeds of trust on certain of our properties and by assignment of the rents and leases associated with those properties. As of March 31, 2026, we were in compliance with all loan covenants.
Refer to Note 7 (Debt) to the accompanying consolidated financial statements for additional information regarding debt.
Capital Expenditures
We continually evaluate our properties’ performance and value. We may determine it is in our shareholders’ best interest to invest capital in properties that we believe have potential for increasing value. We also may have unexpected capital expenditures or improvements for our existing assets. Additionally, we intend to continue investing in similar properties outside of the markets on which we focus in cities with exceptional demographics to diversify market risk, and we may incur significant capital expenditures or make improvements in connection with any properties we may acquire.
The following is a summary of our capital expenditures for the three month periods ended March 31, 2026 and 2025 (in thousands):
| Three Months Ended March 31, |
||||||||
| 2026 |
2025 |
|||||||
| Capital expenditures: |
||||||||
| Tenant improvements and allowances |
$ | 4,510 | $ | 2,259 | ||||
| Developments / redevelopments |
1,048 | 1,737 | ||||||
| Leasing commissions and costs |
888 | 651 | ||||||
| Maintenance capital expenditures |
1,722 | 1,628 | ||||||
| Total capital expenditures (1) |
$ | 8,168 | $ | 6,275 | ||||
| (1) |
Total capital expenditures include the non cash accrued capital expenditures line item as reported in the consolidated statements of cash flows. |
Distributions
U.S. federal income tax law generally requires that a REIT distribute annually to its shareholders at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates on any taxable income that it does not distribute. We currently, and intend to continue to, accrue distributions quarterly and make distributions in three monthly installments following the end of each quarter. For a discussion of our cash flow as compared to dividends, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources.”
The timing and frequency of our distributions are authorized and declared by our Board in exercise of its business judgment based upon a number of factors, including:
| • |
our funds from operations; |
| • |
our debt service requirements; |
| • |
our capital expenditure requirements for our properties; |
| • |
our taxable income, combined with the annual distribution requirements necessary to maintain REIT qualification; |
| • |
requirements of Maryland law; |
| • |
our overall financial condition; and |
| • |
other factors deemed relevant by our Board. |
Any distributions we make will be at the discretion of our Board and we cannot provide assurance that our distributions will be made or sustained in the future.
On December 18, 2025, we announced an increase to our quarterly distribution to $0.1425 per common share and OP unit for the first quarter of 2026, represented a 5.6% increase over the Company's previous quarterly dividend amount. The Board will continue to regularly reassess the dividend level.
During the three months ended March 31, 2026, we paid distributions to our common shareholders and OP unit holders of $7.4 million, compared to $6.9 million in the three months ended March 31, 2025. Common shareholders and OP unit holders receive monthly distributions. Payments of distributions are declared quarterly and paid monthly. The following table summarizes the cash distributions paid or payable to holders of our common shares and noncontrolling OP units during each quarter of 2025 and the three months ended March 31, 2026 (in thousands, except per share data):
| Common Shares |
Noncontrolling OP Unit Holders |
Total |
||||||||||||||||||
| Quarter Paid |
Distributions Per Common Share |
Amount Paid |
Distributions Per OP Unit |
Amount Paid |
Amount Paid |
|||||||||||||||
| 2026 |
||||||||||||||||||||
| First Quarter |
$ | 0.1425 | $ | 7,288 | $ | 0.1425 | $ | 90 | $ | 7,378 | ||||||||||
| Total |
$ | 0.1425 | $ | 7,288 | $ | 0.1425 | $ | 90 | $ | 7,378 | ||||||||||
| 2025 |
||||||||||||||||||||
| Fourth Quarter |
$ | 0.1350 | $ | 6,858 | $ | 0.1350 | $ | 87 | $ | 6,945 | ||||||||||
| Third Quarter |
0.1350 | 6,858 | 0.1350 | 87 | 6,945 | |||||||||||||||
| Second Quarter |
0.1350 | 6,845 | 0.1350 | 87 | 6,932 | |||||||||||||||
| First Quarter |
0.1350 | 6,845 | 0.1350 | 87 | 6,932 | |||||||||||||||
| Total |
$ | 0.5400 | $ | 27,406 | $ | 0.5400 | $ | 348 | $ | 27,754 | ||||||||||
Taxes
We elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, beginning with our taxable year ended December 31, 1999. As a REIT, we generally are not subject to federal income tax on income that we distribute to our shareholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate rates. We believe that we are organized and operate in a manner to qualify and be taxed as a REIT, and we intend to operate so as to remain qualified as a REIT for federal income tax purposes.
Environmental Matters
Our properties are subject to environmental laws and regulations adopted by various governmental authorities in the jurisdictions in which our operations are conducted. From our inception, we have incurred no significant environmental costs, accrued liabilities or expenditures to mitigate or eliminate future environmental contamination.
Off-Balance Sheet Arrangements
Guarantees. We may guarantee the debt of a real estate partnership primarily because it allows the real estate partnership to obtain funding at a lower cost than could be obtained otherwise. This results in a higher return for the real estate partnership on its investment, and a higher return on our investment in the real estate partnership. We may receive a fee from the real estate partnership for providing the guarantee. Additionally, when we issue a guarantee, the terms of the real estate partnership’s partnership agreement typically provide that we may receive indemnification from the real estate partnership or have the ability to increase our ownership interest. See Note 6 (Investment in Real Estate Partnership) to the accompanying consolidated financial statements for information related to our former guarantee of the real estate partnership’s debt, which is no longer in effect.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Our future income, cash flows and fair value relevant to our financial instruments depend upon prevailing market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. Based upon the nature of our operations, we are not subject to foreign exchange rate or commodity price risk. The principal market risk to which we are exposed is the risk related to interest rate fluctuations. Many factors, including governmental monetary and tax policies, domestic and international economic and political considerations, and other factors that are beyond our control contribute to interest rate risk. Our interest rate risk objective is to limit the impact of interest rate fluctuations on earnings and cash flows and to lower our overall borrowing costs. To achieve this objective, we manage our exposure to fluctuations in market interest rates for our borrowings through the use of fixed rate debt instruments to the extent that reasonably favorable rates are obtainable.
All of our financial instruments were entered into for other than trading purposes.
Fixed Interest Rate
As of March 31, 2026, $580.4 million, or approximately 88% of our total outstanding debt, was subject to fixed interest rates, which limit the risk of fluctuating interest rates. Although a change in the market interest rates affects the fair market value of our fixed interest rate debt, it does not impact net income to shareholders or cash flows. Our total outstanding fixed interest rate debt had an average effective interest rate as of March 31, 2026 of approximately 4.69% per annum with scheduled maturities ranging from 2027 to 2031. See Note 7 (Debt) to the accompanying consolidated financial statements for further detail. Holding other variables constant, a 1% increase or decrease in interest rates would cause a $15.8 million decline or increase, respectively, in the fair value for our fixed rate debt.
Variable Interest Rate Debt
As of March 31, 2026, $79.8 million, or approximately 12% of our outstanding debt, was subject to floating interest rates of SOFR plus 1.30% to 1.90% and not currently subject to a hedge. The impact of a 1% increase or decrease in interest rates on our non-hedged variable rate debt would result in a decrease or increase of annual net income of approximately $0.8 million, respectively.
Credit Risk
Credit risk may be increased as a result of macroeconomic factors such as inflation, rising interest rates, and financial institution disruptions. Actions taken by the U.S. and international governments to decrease the impact of inflation, including rising interest rates, may result in a continued decline in global economic activity generally, and may adversely affect the financial condition of our tenants in particular. Although the full extent of the adverse impacts on our tenants cannot be predicted, in future periods we may experience reductions in on-time payments or closures of tenants’ businesses, which could have a material adverse effect on our results of operations, cash flows and financial condition.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The Company’s management is responsible for establishing and maintaining adequate disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Disclosure controls and procedures means controls and other procedures of the Company that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures as of March 31, 2026, our principal executive and financial officers have concluded that such disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
We are subject to various legal proceedings and claims that arise in the ordinary course of business. These matters are generally covered by insurance. While the resolution of these matters cannot be predicted with certainty, management believes the final outcome of such matters will not have a material adverse effect on our financial position, results of operations or liquidity.
As disclosed in Note 17 to the Notes to Consolidated Financial Statements included in this Quarterly Report on Form 10-Q, we are engaged in certain legal proceedings, and the disclosure set forth in Note 17 is incorporated herein by reference.
Item 1A. Risk Factors.
There has been no material change in our risk factors from those previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, except as set forth below. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the Securities and Exchange Commission.
The Mergers are subject to certain closing conditions which may impose unexpected delays in the completion of the Mergers, or the Mergers may not be completed at all.
The Mergers are currently expected to close in the second half of 2026, assuming that all of the conditions in the Merger Agreement are satisfied or waived. The Merger Agreement contains customary termination rights, including that either the Company or Parent may, subject to specified limitations, terminate the Merger Agreement if the Closing Date has not occurred on or before October 5, 2026, if the transactions contemplated by the Merger Agreement are permanently enjoined or otherwise prohibited by an Order that is final and non-appealable or if the Company Shareholder Approval is not received.
Certain events may delay the completion of the Mergers or result in a termination of the Merger Agreement. Some of these events are outside the control of either party. In particular, the completion of the Mergers are subject to (i) the approval of the Company Merger by the affirmative vote of the holders of Company Common Shares entitled to cast a majority of all the votes entitled to be cast on the matter to approve the Company Merger, (ii) the receipt by us of a REIT tax opinion by Parent and (iii) other closing conditions as set forth in the Merger Agreement.
The Merger Agreement provides that, upon termination of the Merger Agreement by the Company or Parent in certain customary circumstances, including termination by the Company due to Company Adverse Recommendation Change and subsequent entry into a definitive agreement providing for a Company Superior Proposal, and termination by Parent following a Company Adverse Recommendation Change or the Company’s intentional and material breach of the “no shop”, a fee of $36,000,000 will be payable by the Company to Parent.
We may incur significant additional costs in connection with any delay in completing the Mergers or termination of the Merger Agreement, in addition to significant transaction costs, including legal, financial advisory, accounting and other costs we have already incurred. We cannot provide any assurance that the conditions to the completion of the Mergers will be satisfied or waived or that any adverse change, effect, event, circumstance, occurrence or state of facts that could give rise to the termination of the Merger Agreement will not occur, and we cannot provide any assurances as to whether or when the Mergers will be completed on the terms or timeline set forth in the Merger Agreement or at all.
Failure to complete the Mergers in a timely manner or at all could materially and adversely affect our stock price and future business and financial results.
We can provide no assurance that the Mergers will occur or that the conditions to the Mergers will be satisfied in a timely manner or at all. Also, we can provide no assurance that an event, change or other circumstance that could give rise to the termination of the Merger Agreement will not occur. Delays in completing the Mergers or the failure to complete the Mergers at all could materially and adversely affect our future business and financial results, and, in that event, the market price of our common stock may decline significantly, particularly to the extent that the current market price reflects a market assumption that the Mergers will be completed. If the Mergers are delayed for any reason, we will be subject to several risks, including the diversion of management focus and resources from operational matters and other strategic opportunities while working to complete the Mergers, any of which could materially and adversely affect our results of operations, cash flows, financial condition and our ability to pay distributions to our shareholders.
The pendency of the Mergers could materially and adversely affect our business and operations.
In connection with the pending Mergers, some of our tenants, prospective tenants or vendors may delay or defer decisions concerning their business relationships or transactions with us, which could negatively impact our revenues, earnings, cash flows and expenses, regardless of whether the Mergers are completed. In addition, under the Merger Agreement, we are restricted from entering into certain corporate transactions and taking certain other specified actions, and requires that we conduct our business in all material respects in the ordinary course and consistent with past practice until the completion of the Mergers or the termination of the Merger Agreement. These restrictions, which could be in place for an extended period of time if the completion of the Mergers is delayed, could prevent us from pursuing attractive business opportunities that may arise prior to completion of the Mergers or from making appropriate changes to business or organizational structure. This could in turn materially and adversely impact our business, financial condition and results of operations.
The pendency of the Mergers may also make it more difficult for us to effectively recruit, retain and incentivize key personnel and may cause distractions from our strategy and day-to-day operations for our current employees and management. Further, uncertainty about the effect of the Mergers on our employees may have a material adverse effect on us during the pendency of the Mergers, as this uncertainty may impair our ability to retain and motivate key personnel during the pendency of the Mergers. Employee retention may be particularly challenging as our employees may experience uncertainty about their future roles following consummation of the Mergers.
An adverse judgment in a lawsuit challenging the Mergers may prevent the Mergers from becoming effective or from becoming effective within the expected timeframe.
Our shareholders may file lawsuits challenging the Mergers or the other transactions contemplated by the Merger Agreement, which may name us and/or our board of directors as defendants. If litigation or other legal proceedings are brought against us or against our board in connection with the Merger Agreement, we will defend against it, but we cannot provide any assurance as to the outcome of such lawsuits, including the amount of costs associated with defending these claims or any other liabilities that may be incurred in connection with the litigation of these claims.
One of the conditions to the completion of the Mergers is that no preliminary or permanent injunction by any governmental entity of competent jurisdiction, such as a court, is in effect that makes illegal or otherwise prohibits the consummation of the Mergers. As such, if any future legal actions result in an injunction prohibiting the consummation of the Mergers, then such injunction may prevent the consummation of the Mergers on the agreed terms, within the expected timeframe or at all, any of which could substantially harm our business. Whether or not any plaintiff’s claim is successful, this type of litigation may result in significant costs and divert management’s attention and resources, which could have a material adverse effect on our business, results of operation or financial position.
We are expected to incur significant costs in connection with the Merger, which may be in excess of those anticipated by us.
We have incurred and expect to continue to incur costs associated with negotiating and completing the Mergers. These costs have been, and will continue to be, substantial. The substantial majority of costs will consist of transaction costs related to the Mergers and include, among others, fees paid to financial, legal and accounting advisors, filing fees, and employee retention and other employment-related costs. Many of these costs will be borne by us even if the Mergers are not completed.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
| (a) |
During the period covered by this Quarterly Report on Form 10-Q, we did not sell any equity securities that were not registered under the Securities Act. |
| (b) |
Not applicable. |
| (c) |
During the three months ended March 31, 2026, certain of our employees tendered owned common shares to satisfy the tax withholding on the lapse of certain restrictions on restricted common shares issued under the 2018 Plan. The following table summarizes all of these repurchases during the three months ended March 31, 2026. |
| Period |
Total Number of Shares Purchased (1) |
Average Price Paid Per Share |
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs |
||||||||||||
| January 1, 2026 - January 31, 2026 |
139,411 | $ | 13.89 | N/A | N/A | |||||||||||
| February 1, 2026 - February 28, 2026 |
— | — | N/A | N/A | ||||||||||||
| March 1, 2026 - March 31, 2026 |
— | — | N/A | N/A | ||||||||||||
| Total |
139,411 | $ | 13.89 | |||||||||||||
| (1) |
The number of shares purchased represents common shares held by employees who tendered owned common shares to satisfy the tax withholding on the lapse of certain restrictions on restricted common shares issued under the 2018 Plan. With respect to these shares, the price paid per share is based on the fair market value at the time of tender. |
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
During the three months ended March 31, 2026, no trustee or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 6. Exhibits.
The exhibits listed on the accompanying Exhibit Index are filed, furnished and incorporated by reference (as stated therein) as part of this Report.
| EXHIBIT INDEX |
| Exhibit No. |
Description |
| 2.1 |
Agreement and Plan of Merger, dated as of April 8, 2026, by and among Whitestone REIT, Whitestone REIT Operating Partnership, L.P., AREG Wizard Parent LP, AREG Wizard Intermediate LP and AREG Wizard Operating Partnership LP. |
| 3.1.1 |
Articles of Amendment and Restatement of Whitestone REIT (previously filed as and incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed on July 31, 2008) |
| 3.1.2 |
Articles Supplementary (previously filed as and incorporated by reference to Exhibit 3(i).1 to the Registrant's Current Report on Form 8-K, filed on December 6, 2006) |
| 3.1.3 |
Articles of Amendment (previously filed as and incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed on August 24, 2010) |
| 3.1.4 |
Articles of Amendment (previously filed as and incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K, filed on August 24, 2010) |
| 3.1.5 |
Articles Supplementary (previously filed as and incorporated by reference to Exhibit 3.3 to the Registrant's Current Report on Form 8-K, filed on August 24, 2010) |
| 3.1.6 |
Articles of Amendment (previously filed as and incorporated by reference to Exhibit 3.1.1 to the Registrant's Current Report on Form 8-K, filed on June 27, 2012) |
| 3.1.7 |
Articles of Amendment (previously filed as and incorporated by reference to Exhibit 3.1.2 to the Registrant's Current Report on Form 8-K, filed on June 27, 2012) |
| 3.1.8 |
Articles of Amendment (previously filed as and incorporated by reference to Exhibit 3.1.8 to the Registrant’s Annual Report on Form 10-K, filed on March 2, 2020) |
| 3.1.9 |
Articles Supplementary for Series A Preferred Shares (previously filed and incorporated by reference to Exhibit 3.1. to the Registrant’s Current Report on Form 8-K filed on May 15, 2020) |
| 3.2.1 |
Amended and Restated Bylaws of Whitestone REIT (previously filed as and incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on March 24,2020) |
| 3.2.2 |
Amendment No. 1 to Amended and Restated Bylaws of Whitestone REIT (previously filed as and incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed January 19, 2022 |
| 3.2.3 |
Amendment No. 2 to Amended and Restated Bylaws of Whitestone REIT (previously filed as and incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed March 30, 2022) |
| 3.2.4 |
Amendment No. 3 to Amended and Restated Bylaws of Whitestone REIT (previously filed as and incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed April 9, 2025) |
| 10.1 |
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed April 9, 2026) |
| 31.1* |
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* |
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1** |
Certificate of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2** |
Certificate of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101 |
The following financial information of the Registrant for the quarter ended March 31, 2026, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025, (ii) the Consolidated Statements of Operations and Comprehensive Income (Loss) for the three month periods ended March 31, 2026 and 2025 (unaudited), (iii) the Consolidated Statements of Changes in Equity for the three month periods ended March 31, 2026 and 2025 (unaudited), (iv) the Consolidated Statement of Cash Flows for the three months ended March 31, 2026 and 2025 (unaudited) and (v) the Notes to the Consolidated Financial Statements (unaudited). |
| 104 |
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document and in Exhibit 101. |
________________________
| * |
Filed herewith. |
| ** |
Furnished herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| WHITESTONE REIT |
||||
| Date: |
May 6, 2026 | /s/ David K. Holeman |
||
| David K. Holeman |
||||
| Chief Executive Officer |
||||
| (Principal Executive Officer) |
| Date: |
May 6, 2026 | /s/ John S. Hogan |
||
| John S. Hogan |
||||
| Chief Financial Officer |
||||
| (Principal Financial and Principal Accounting Officer) |