Whitestone REIT director’s shares converted in merger

Whitestone REIT director Kristian M. Gathright disposed of 15,789 Common Shares in a transaction coded as a disposition to the issuer.

Rhea-AI Filing Summary

Whitestone REIT director Kristian M. Gathright disposed of 15,789 Common Shares in a transaction coded as a disposition to the issuer. Under an Agreement and Plan of Merger dated April 8, 2026, each Company Common Share was converted into the right to receive $19.00 in cash.

As a result of the merger, Gathright no longer beneficially owns any Whitestone REIT common shares, with 0 shares reported following the transaction. After the company’s delisting and deregistration, he will cease to have SEC reporting obligations.

Insider Trade Summary

Disposition: 15,789 shares

Disposition 1 txn

Insider GATHRIGHT KRISTIAN M

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Shares F1	15,789	$19.00	$300K

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

Footnotes (1)

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.

Key Figures

Shares Disposed: 15,789 Common Shares Cash Per Share: $19.00 Post-Transaction Holdings: 0 Common Shares +1 more

4 metrics

Shares Disposed 15,789 Common Shares Disposition to issuer in connection with merger

Cash Per Share $19.00 Cash consideration for each Company Common Share in merger

Post-Transaction Holdings 0 Common Shares Shares beneficially owned by Kristian M. Gathright after merger

Merger Agreement Date April 8, 2026 Date of Agreement and Plan of Merger governing share conversion

Key Terms

Agreement and Plan of Merger, Company Common Share, delisting, deregistration, +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 Common Share financial

"each Company Common Share was converted into the right to receive $19.00 in cash"

delisting regulatory

"after giving effect to the Company's delisting and deregistration"

Delisting occurs when a company's stock is removed from a stock exchange and is no longer available for trading there. This can happen voluntarily or because the company no longer meets the exchange's requirements. For investors, delisting means they can no longer buy or sell shares of that company on the exchange, which may make it more difficult to sell their investments or affect the stock's value.

deregistration regulatory

"after giving effect to the Company's delisting and deregistration"

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.

beneficially owns financial

"Reporting Person no longer beneficially owns, directly or indirectly, any Company Common Shares"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

FAQ

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

What insider transaction did Whitestone REIT (WSR) director Kristian M. Gathright report?

Kristian M. Gathright reported a disposition of 15,789 Whitestone REIT Common Shares to the issuer. The shares were converted in a merger, with each share exchanged for $19.00 in cash, leaving him with no remaining beneficial ownership.

What cash consideration did Whitestone REIT (WSR) shareholders receive in the merger?

Each Whitestone REIT Company Common Share was converted into the right to receive $19.00 in cash. The payment is described as without interest and subject to any applicable withholding taxes under the Agreement and Plan of Merger dated April 8, 2026.

Does Kristian M. Gathright still own any Whitestone REIT (WSR) shares after the merger?

No. Following completion of the merger, Gathright no longer beneficially owns any Whitestone REIT Common Shares. The Form 4 reports 0 shares held after the transaction as his stake was fully converted into cash consideration.

Why will Whitestone REIT (WSR) insiders like Kristian M. Gathright cease SEC reporting?

After the merger, Whitestone REIT is undergoing delisting and deregistration. Because the company’s securities will no longer be registered, Gathright will cease to have SEC reporting obligations regarding Whitestone REIT common shares.

What is the Agreement and Plan of Merger referenced for Whitestone REIT (WSR)?

The Agreement and Plan of Merger, dated April 8, 2026, is the transaction under which each Whitestone REIT common share was converted into the right to receive $19.00 in cash, triggering the disposition of shares reported by Kristian M. Gathright.

How many Whitestone REIT (WSR) shares did Kristian M. Gathright hold after the merger transaction?

After giving effect to the merger, Gathright is reported as holding 0 Whitestone REIT Common Shares. His prior 15,789 shares were converted into cash consideration at $19.00 per share in the issuer-related merger transaction.

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^*

GATHRIGHT KRISTIAN M

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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		D		15,789	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.

	/s/ John Scott Hogan, Attorney-in-Fact for Kristian M Gathright	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)