Whitestone REIT (NYSE: WSR) GC exits 330,589 shares at $19 in merger
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insights
Analyzing...
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 | 151,124 | $0.00 | -- |
| Disposition | Common Shares | 330,589 | $19.00 | $6.28M |
Holdings After Transaction:
Common Shares — 330,589 shares (Direct)
Footnotes (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. 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"
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
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.