Ares completes $1.7B Whitestone REIT (NYSE: WSR) all-cash acquisition

Rhea-AI Filing Summary

Whitestone REIT has been acquired by Ares Management-affiliated funds and taken private. On July 14, 2026, AREG Wizard Intermediate LP completed mergers in which Whitestone REIT and its operating partnership became subsidiaries of an Ares-sponsored parent. Each Whitestone common share and operating partnership unit, other than excluded securities, was converted into the right to receive $19.00 in cash, valuing the all-cash transaction at approximately $1.7 billion.

Concurrent with closing, Whitestone repaid and terminated its fourth amended and restated credit agreement, a Nationwide Life Insurance Company loan, and outstanding notes under a note purchase and guaranty agreement. Trading of Whitestone common shares on the NYSE was suspended on July 14, 2026, and the surviving company plans to delist and deregister the shares and suspend Exchange Act reporting. Whitestone’s board members resigned in connection with the change of control, and officers of the merger subsidiary became officers of the surviving company.

8-K Event Classification

9 items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01

9 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Merger Consideration per Share: $19.00 per share Transaction Value: approximately $1.7 billion Retail Properties Acquired: 54 properties +3 more

6 metrics

Merger Consideration per Share $19.00 per share Cash paid for each Whitestone common share and partnership unit

Transaction Value approximately $1.7 billion Aggregate value of Ares’ all-cash acquisition of Whitestone

Retail Properties Acquired 54 properties Whitestone convenience-focused retail properties added to Ares Real Estate

Portfolio Size approximately 4.8 million square feet Total area of Whitestone retail properties in U.S. growth markets

Assets Under Management over $644 billion Ares Management Corporation global platform AUM as of March 31, 2026

Merger Closing Date July 14, 2026 Date the Whitestone mergers with Ares-affiliated entities were completed

Key Terms

Merger Consideration, Partnership Merger, Form 25, Form 15, +1 more

5 terms

Merger Consideration financial

"each unit was converted into the right to receive $19.00 (the “Merger Consideration”)"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

Partnership Merger regulatory

"Merger OP merged with and into the Operating Partnership (the “Partnership Merger”)"

Form 25 regulatory

"file with the SEC an application on Form 25 to delist the Company Common Shares"

A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

Form 15 regulatory

"intends to file with the SEC a certification on Form 15 with respect to the Company Common Shares"

A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.

all-cash transaction financial

"for $19.00 per share or unit in an all-cash transaction valued at approximately $1.7 billion"

An all-cash transaction is a deal where the full purchase price is paid immediately in cash or cash equivalents, rather than through financing or installment payments. For investors, this type of transaction often indicates a quick, straightforward sale and can signal confidence from the buyer, potentially affecting the value and perception of the involved assets.

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FAQ

What are Whitestone REIT (WSR) shareholders receiving in the Ares acquisition?

Whitestone REIT shareholders are entitled to receive $19.00 in cash per common share. Each operating partnership unit also receives $19.00 in cash, with the Ares-sponsored funds valuing the all-cash transaction at approximately $1.7 billion.

What happens to Whitestone REIT (WSR) stock after the Ares transaction?

Trading of Whitestone REIT common shares on the NYSE was suspended on July 14, 2026. The surviving company requested NYSE delisting, and it plans to deregister the shares and suspend Exchange Act reporting obligations, ending Whitestone’s status as a public company.

Were Whitestone REIT (WSR) debt facilities affected at closing?

At closing, Whitestone repaid all outstanding obligations under its Fourth Amended and Restated Credit Agreement, a Nationwide Life Insurance Company loan, and outstanding notes under a note purchase and guaranty agreement, and terminated each of these agreements in accordance with their terms.

How large is the Whitestone REIT portfolio acquired by Ares Real Estate?

The acquisition adds 54 convenience-focused retail properties to Ares Real Estate’s portfolio. These properties total approximately 4.8 million square feet across U.S. growth markets including Phoenix, Austin, Dallas-Fort Worth, Houston and San Antonio.

Did the Whitestone REIT (WSR) board and management change after the merger?

Yes. As of the merger effective time, all listed Whitestone trustees resigned in connection with the change of control. The officers of the merger subsidiary immediately prior to closing became the officers of the surviving company.

Who acquired Whitestone REIT (WSR) and what is Ares’s scale?

Certain Ares Real Estate funds, part of Ares Management Corporation, acquired Whitestone. Ares reported over $644 billion of assets under management as of March 31, 2026, across credit, real estate, private equity and infrastructure strategies.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 14, 2026

Whitestone REIT

(AREG Wizard Intermediate LP as successor by merger to Whitestone REIT)

(Exact name of registrant as specified in charter)

Maryland		001-34855		76-0594970
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

245 Park Avenue, 40th Floor New York, NY				10167
(Address of principal executive offices)				(Zip Code)

(212) 750-7300

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares of Beneficial Interest, par value $0.001 per share		WSR		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Introductory Note

As previously disclosed in the Current Report on Form 8-K filed by Whitestone REIT, a Maryland real estate investment trust (the “Company”) with the Securities and Exchange Commission (the “SEC”) on April 9, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 8, 2026, by and among the Company, Whitestone REIT Operating Partnership, L.P. (the “Operating Partnership” and, together with the Company, the “Company Parties”), 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”). On July 14, 2026, pursuant to the terms of the Merger Agreement, Merger OP merged with and into the Operating Partnership (the “Partnership Merger”) at the effective time of the Partnership Merger (the “Partnership Merger Effective Time”), with the Operating Partnership surviving (the “Surviving Partnership”), and, immediately following the Partnership Merger, the Company merged with and into Merger Sub (the “Company Merger” and, together with the Partnership Merger, the “Mergers”) at the effective time of the Company Merger (the “Company Merger Effective Time”), with Merger Sub surviving (the “Surviving Company”) as a wholly owned subsidiary of Parent. In connection with the Mergers, the Company and Parent took various other actions, as discussed further below.

Item 1.02. Termination of a Material Definitive Agreement.

Concurrently with the closing of the Mergers, the Company repaid all outstanding obligations due under that certain Fourth Amended and Restated Credit Agreement (the “A&R Credit Agreement”), dated September 19, 2025, 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, and terminated the A&R Credit Agreement in accordance with its terms.

Concurrently with the closing of the Mergers, the Company repaid all outstanding obligations due under that certain Loan Agreement (the “Nationwide Loan”), dated June 21, 2024, by and among Whitestone Strand LLC, Whitestone Las Colinas Village LLC, Whitestone Seville LLC, and Nationwide Life Insurance Company, and terminated the Nationwide Loan in accordance with its terms.

Concurrently with the closing of the Mergers, the Company repaid all outstanding obligations due under that certain  Note Purchase and Guaranty Agreement, dated March 22, 2019, by and among the Operating Partnership, the Company, the Initial Subsidiary Guarantors named therein, and the Purchasers named therein, as amended by that certain First Amendment to Note Purchase and Guaranty Agreement, dated December 16, 2022 (the “Notes”), and terminated the Notes in accordance with their terms.

Item 2.01. Completion of Acquisition or Disposition of Assets.

As described above, pursuant to the terms of the Merger Agreement, the Partnership Merger was completed, with Merger OP being merged with and into the Operating Partnership at the Partnership Merger Effective Time and the Operating Partnership surviving the Partnership Merger as a wholly owned subsidiary of the Company. At the Partnership Merger Effective Time, each outstanding OP unit of partnership interest (a “Partnership OP Unit”), other than Partnership OP Units held by the Company and its subsidiaries, issued and outstanding immediately prior to the Partnership Merger Effective Time was converted into the right to receive an amount in cash equal to $19.00 (the “Merger Consideration”), without interest.

As described above, pursuant to the terms of the Merger Agreement, the Company Merger was completed, with the Company being merged with and into Merger Sub at the Company Merger Effective Time and Merger Sub surviving the Company Merger as a wholly owned subsidiary of Parent. At the Company Merger Effective Time, each common share of beneficial interest, par value $0.001 per share, of the Company (each, a “Company Common Share”), other than Excluded Shares (as defined in the Merger Agreement), issued and outstanding immediately prior to the Company Merger Effective Time was converted into the right to receive an amount in cash equal to the Merger Consideration, without interest. The paying agent will disburse the Merger Consideration to Whitestone shareholders following receipt of confirmation of the effectiveness of the Company Merger from the Maryland State Department of Assessments and Taxation (“SDAT”). The parties have confirmation of submission of the articles of merger for the Company Merger to the SDAT for processing. Following processing and acceptance by the SDAT, it will issue confirmation of the effectiveness of the Company Merger. A representative of the SDAT has stated that the SDAT is experiencing delays in processing filings, which has delayed obtaining such confirmation of effectiveness.

In addition, pursuant to the Merger Agreement, at the Company Merger Effective Time:

• each of the outstanding restricted common share unit awards subject to time-based vesting (each, a “Time-Based Unit Award”) granted pursuant to the Company’s 2018 Long-Term Equity Incentive Ownership Plan (the “Company Equity Incentive Plan”), that was outstanding immediately prior to the Company Merger Effective Time, was automatically fully vested and cancelled and, in exchange therefor, each holder of any such cancelled vested Time-Based Unit Awards ceased to have any rights, except the right to receive as of the Company Merger Effective Time, in consideration for the cancellation of such vested Time-Based Unit Awards and in settlement therefor, an amount in cash equal to the product of (i) the number of Company Common Shares then underlying such Time-Based Unit Awards as of immediately prior to the Company Merger Effective Time and (ii) the Merger Consideration; and

• each outstanding restricted performance share unit award (each, a “TSR Unit Award”) granted pursuant to the Company Equity Incentive Plan that was outstanding immediately prior to the Company Merger Effective Time, was automatically earned and vested and thereafter cancelled and, in exchange therefor, each holder of any such cancelled vested TSR Unit Award ceased to have any rights, except the right to receive as of the Company Merger Effective Time, in consideration for the cancellation of such vested TSR Unit Award and in settlement therefor, an amount in cash equal to the product of (i) the Merger Consideration and (ii) the number of Company Common Shares that would have vested pursuant to the terms of the

TSR Unit Award, assuming that any performance based vesting conditions applicable to such TSR Unit Award for any performance period that has not been completed as of the Company Merger Effective Time are achieved at the levels based on the greater of target or actual performance through the Company Merger Effective Time.

The information set forth in the Introductory Note above is incorporated by reference into this Item 2.01. The foregoing description, including the portions incorporated by reference herein, does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is attached as Exhibit 2.1 hereto and incorporated by reference into this Item 2.01.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the completion of the Mergers, on July 14, 2026, the Company (i) notified the New York Stock Exchange (“NYSE”) that the Mergers were completed and (ii) submitted a request to NYSE for NYSE to cease trading of the Company Common Shares on NYSE, to suspend the listing of the Company Common Shares and to file with the SEC an application on Form 25 to delist the Company Common Shares from NYSE and deregister the Company Common Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, trading of Company Common Shares on NYSE was suspended on July 14, 2026.

The Surviving Company intends to file with the SEC a certification on Form 15 with respect to the Company Common Shares requesting the deregistration of the Company Common Shares under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

The information set forth in the Introductory Note and Item 2.01 above is incorporated by reference into this Item 3.01.

Item 3.03. Material Modifications to Rights of Security Holders.

The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 5.01, and Item 5.03 is incorporated by reference into this Item 3.03.

Item 5.01. Changes in Control of Registrant.

As a result of the consummation of the Company Merger, a change of control of the Company occurred, and the Company merged with and into Merger Sub, the separate existence of the Company ceased, and Merger Sub survived as a wholly owned subsidiary of Parent.

The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 5.02, and Item 5.03 is incorporated by reference into this Item 5.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the terms of the Merger Agreement, as of the Company Merger Effective Time, Amy S. Feng, Julia B. Buthman, Kristian M. Gathright, David K. Holeman, Jeffrey A. Jones, and Donald A. Miller ceased serving as members of the Company’s board of trustees and each committee thereof. These resignations were in connection with the Mergers and not a result of any disagreements between the Company and the resigning trustees on any matter relating to the Company’s operations, policies or practices. In addition, at the Company Merger Effective Time, in accordance with the Merger Agreement, the officers of Merger Sub immediately prior to the Company Merger Effective Time became the officers of the Surviving Company.

The information set forth in the Introductory Note and Item 2.01 is incorporated by reference into this Item 5.02.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

By operation of law and in accordance with the Merger Agreement, as of the Company Merger Effective Time, the certificate of limited partnership of Merger Sub, as in effect immediately prior to the Company Merger Effective Time, became the certificate of limited partnership of the Surviving Company and the limited partnership agreement of Merger Sub, as in effect immediately prior to the Company Merger Effective Time, became the limited partnership agreement of the Surviving Company.

By operation of law and in accordance with the Merger Agreement, as of the Partnership Merger Effective Time, the certificate of limited partnership of Merger OP, as in effect immediately prior to the Partnership Merger Effective Time, became the certificate of limited partnership of the Surviving Partnership, and the limited partnership agreement of Merger OP, as in effect immediately prior to the Partnership Merger Effective Time, became the limited partnership agreement of the Surviving Partnership.

The information set forth in the Introductory Note and Item 2.01 is incorporated by reference into this Item 5.03.

Item 8.01. Other Events.

On July 14, 2026, Parent issued a press release announcing the closing of the Mergers. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		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 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 9, 2026).
99.1		Press Release of Ares Management Corporation, dated July 14, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule or attachment to the SEC upon request.

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 hereunto duly authorized.

				AREG Wizard Intermediate LP (as successor by merger to Whitestone REIT) By: AREG Wizard Intermediate GP LLC, its general partner
Date: July 14, 2026				By:		/s/ Andrew Holm
						Andrew Holm
						Authorized Signatory

Exhibit 99.1

Ares Completes Acquisition of Whitestone REIT

NEW YORK – July 14, 2026 – Ares Management Corporation (NYSE: ARES), a leading global alternative investment manager, announced today that certain Ares Real Estate funds (“Ares”) have completed the previously announced acquisition of all outstanding Whitestone REIT (“Whitestone”) common shares and operating partnership units for $19.00 per share or unit in an all-cash transaction valued at approximately $1.7 billion.

The transaction expands Ares Real Estate’s portfolio with 54 high-quality, convenience-focused retail properties totaling approximately 4.8 million square feet across fast-growing markets in the United States, including Phoenix, Austin, Dallas-Fort Worth, Houston and San Antonio.

With the completion of the acquisition, Whitestone will no longer be traded or listed on any public securities exchange. Additional information regarding the disbursement of the merger consideration to Whitestone shareholders is available in an 8-K filed by Whitestone with the Securities and Exchange Commission.

Advisors

Citigroup Global Markets Inc. acted as lead financial advisor and financing provider to Ares, with Morgan Stanley also acting as financial advisor and financing provider. Kirkland & Ellis LLP served as legal advisor to Ares. Dechert LLP served as legal advisor to Citigroup Global Markets Inc. and Morgan Stanley.

BofA Securities served as Whitestone’s financial advisor and provided a fairness opinion to Whitestone’s Board of Trustees, and Jones Lang LaSalle Securities also served as a financial advisor. Bass Berry & Sims served as Whitestone’s legal advisor.

About Ares Management Corporation

Ares Management Corporation (NYSE: ARES) is a leading global alternative investment manager offering clients complementary primary and secondary investment solutions across the credit, real estate, private equity and infrastructure asset classes. We seek to advance our stakeholders’ long-term goals by providing flexible capital that supports businesses and creates value for our investors and within our communities. By collaborating across our investment groups, we aim to generate consistent and attractive investment returns throughout market cycles. As of March 31, 2026, Ares Management Corporation’s global platform had over $644 billion of assets under management, with operations across North America, South America, Europe, Asia Pacific and the Middle East. For more information, please visit www.ares.com.

Media

Jacob Silber | Brennan O’Toole

media@ares.com

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 4.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB