Whitestone REIT counsel receives $19 per share in merger

Whitestone REIT’s General Counsel & Secretary Peter Tropoli reported merger-related equity settlements on July 14, 2026.

Rhea-AI Filing Summary

Whitestone REIT’s General Counsel & Secretary Peter Tropoli reported merger-related equity settlements on July 14, 2026. In connection with the Company Merger, 330,589 common shares were converted into the right to receive $19.00 in cash per share, including 151,124 shares from vested TSR unit awards. As a result of the merger, Tropoli no longer beneficially owns any Whitestone REIT common shares and, after delisting and deregistration, will cease to have reporting obligations.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider TROPOLI PETER

Role General Counsel & Secretary

Type	Security	Shares	Price	Value
Grant/Award	Common Shares F1, F2	151,124	$0.00	$0.00
Disposition	Common Shares F1, F2	330,589	$19.00	$6.28M

Holdings After Transaction: Common Shares — 0 shares (Direct)

Footnotes (2)

1. F1. Pursuant to the Agreement and Plan of Merger, dated as of April 8, 2026 (the "Merger Agreement"), by and among Whitestone REIT (the "Company"), Whitestone REIT Operating Partnership, L.P., AREG Wizard Parent LP, AREG Wizard Intermediate LP, and AREG Wizard Operating Partnership LP, each common share of beneficial interest, par value $0.001 per share, of the Company (each, a "Company Common Share"), was converted into the right to receive $19.00 in cash payment (without interest and subject to any applicable withholding taxes). As a result of the Company Merger (as defined in the Merger Agreement), Reporting Person no longer beneficially owns, directly or indirectly, any Company Common Shares, and after giving effect to the Company's delisting and deregistration, will cease to have reporting obligations.
2. F2. Includes 151,124 shares in respect of restricted performance share unit awards (each, a "TSR Unit Award"). In accordance with the terms of the Merger Agreement, each TSR Unit Award that was outstanding as of immediately prior to the effective time of the Company Merger, automatically became fully vested, was cancelled, and was converted into the right to receive an amount in cash (without interest and subject to any applicable withholding taxes) equal to the product of (i) the per share merger consideration of $19.00 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 effective time of the Company Merger were achieved at the levels based on the greater of target or actual performance through the effective time of the Company Merger.

Key Figures

Shares disposed in merger: 330,589 Common Shares Merger cash consideration per share: $19.00 per Company Common Share Shares from TSR Unit Awards: 151,124 Common Shares +1 more

4 metrics

Shares disposed in merger 330,589 Common Shares Disposition to issuer at $19.00 per share on 2026-07-14 in connection with Company Merger

Merger cash consideration per share $19.00 per Company Common Share Cash payment each common share was converted into under the Agreement and Plan of Merger

Shares from TSR Unit Awards 151,124 Common Shares Shares related to restricted performance share unit (TSR Unit Award) grants that vested and were converted to cash

Post-transaction holdings 0 Common Shares Reporting person no longer beneficially owns any Whitestone REIT common shares after the Company Merger

Key Terms

Agreement and Plan of Merger, Company Merger, restricted performance share unit awards, TSR Unit Award, +1 more

5 terms

Agreement and Plan of Merger regulatory

"Pursuant to the Agreement and Plan of Merger, dated as of April 8, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Company Merger regulatory

"As a result of the Company Merger, Reporting Person no longer beneficially owns shares"

restricted performance share unit awards financial

"Includes 151,124 shares in respect of restricted performance share unit awards"

TSR Unit Award financial

"Each TSR Unit Award became fully vested, was cancelled, and converted into cash"

deregistration regulatory

"After the Company's delisting and deregistration, will cease to have reporting obligations"

Deregistration is when a company officially removes itself from a stock exchange or regulatory list, meaning it is no longer publicly traded. This can happen if the company is shrinking or choosing to go private, and it matters because it changes how investors can buy or sell its shares.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider share transactions did Whitestone REIT (WSR) report for Peter Tropoli?

Peter Tropoli’s holdings of 330,589 common shares were converted into the right to receive $19.00 in cash per share in connection with a merger, including 151,124 shares related to vested TSR unit awards, leaving him with no remaining Whitestone REIT shares.

At what price were Whitestone REIT (WSR) common shares converted in the merger?

Each Whitestone REIT common share was converted into the right to receive $19.00 in cash per share. This cash consideration applied to all Company Common Shares held, subject to applicable withholding taxes, under the Agreement and Plan of Merger dated April 8, 2026.

How many Whitestone REIT (WSR) shares came from TSR Unit Awards for Peter Tropoli?

The transactions included 151,124 common shares related to restricted performance share unit awards, referred to as TSR Unit Awards. These awards became fully vested at the merger’s effective time and were cancelled and converted into a cash payment based on the $19.00 per-share merger consideration.

Does Peter Tropoli still own Whitestone REIT (WSR) common shares after the merger?

No. Following the Company Merger, Tropoli no longer beneficially owns any Whitestone REIT common shares. The Form 4 data show 0 shares held after the disposition, and the footnotes state that, after delisting and deregistration, he will cease to have reporting obligations.

Were Peter Tropoli’s Whitestone REIT (WSR) transactions open-market trades?

No. The transactions reflect automatic conversions under a merger agreement, not open-market buying or selling. Common shares and TSR Unit Awards were converted into rights to receive $19.00 in cash per share pursuant to the Agreement and Plan of Merger, rather than discretionary market trades.

What does the Merger Agreement mean for Whitestone REIT (WSR) reporting by Peter Tropoli?

Under the Agreement and Plan of Merger, Whitestone REIT will undergo delisting and deregistration. The footnotes state that, after these steps take effect and all shares are converted to cash, Peter Tropoli will cease to have reporting obligations as a company insider.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/15/2026 - 04:10 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

TROPOLI PETER

(Last) (First) (Middle)

2600 SOUTH GESSNER

SUITE 500

(Street)

HOUSTON TEXAS 77063

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Whitestone REIT [ WSR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel & Secretary

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares(1)	07/14/2026		A		151,124(2)	A	$0	330,589	D
Common Shares(1)	07/14/2026		D		330,589(2)	D	$19	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of April 8, 2026 (the "Merger Agreement"), by and among Whitestone REIT (the "Company"), Whitestone REIT Operating Partnership, L.P., AREG Wizard Parent LP, AREG Wizard Intermediate LP, and AREG Wizard Operating Partnership LP, each common share of beneficial interest, par value $0.001 per share, of the Company (each, a "Company Common Share"), was converted into the right to receive $19.00 in cash payment (without interest and subject to any applicable withholding taxes). As a result of the Company Merger (as defined in the Merger Agreement), Reporting Person no longer beneficially owns, directly or indirectly, any Company Common Shares, and after giving effect to the Company's delisting and deregistration, will cease to have reporting obligations.

2. Includes 151,124 shares in respect of restricted performance share unit awards (each, a "TSR Unit Award"). In accordance with the terms of the Merger Agreement, each TSR Unit Award that was outstanding as of immediately prior to the effective time of the Company Merger, automatically became fully vested, was cancelled, and was converted into the right to receive an amount in cash (without interest and subject to any applicable withholding taxes) equal to the product of (i) the per share merger consideration of $19.00 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 effective time of the Company Merger were achieved at the levels based on the greater of target or actual performance through the effective time of the Company Merger.

	/s/ John Scott Hogan Attorney-in Fact for Peter Tropoli	07/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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* Form 4: SEC 1474 (03-26)