Whitestone REIT CEO exits stake in merger

Whitestone REIT Chief Executive Officer David K. Holeman reported merger-related share transactions.

Rhea-AI Filing Summary

Whitestone REIT Chief Executive Officer David K. Holeman reported merger-related share transactions. 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.

Holeman disposed of 1,164,103 common shares to the issuer in the merger and no longer beneficially owns any Whitestone REIT shares. This total includes 345,938 shares relating to vested TSR Unit Awards that were cancelled and paid out in cash. Following the company’s delisting and deregistration, he will cease to have reporting obligations.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Holeman David K

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Shares F1, F2	345,938	$0.00	$0.00
Disposition	Common Shares F1, F2	1,164,103	$19.00	$22.12M

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 345,938 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: 1,164,103 shares Per share merger consideration: $19.00 per share TSR Unit Award shares: 345,938 shares +2 more

5 metrics

Shares disposed in merger 1,164,103 shares Disposition to issuer at $19.00 per share on 2026-07-14

Per share merger consideration $19.00 per share Cash paid for each Company Common Share in the merger

TSR Unit Award shares 345,938 shares Shares underlying TSR Unit Awards that vested, were cancelled, and paid in cash

Merger Agreement date April 8, 2026 Date of the Agreement and Plan of Merger governing the transaction

Shares held after transactions 0 shares Reporting person no longer beneficially owns any Company Common Shares

Key Terms

Agreement and Plan of Merger, per share merger consideration, TSR Unit Award, Company Merger, +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.

per share merger consideration financial

"equal to the product of (i) the per share merger consideration of $19.00"

TSR Unit Award financial

"Includes 345,938 shares in respect of restricted performance share unit awards (each, a "TSR Unit Award")"

Company Merger regulatory

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

delisting and deregistration regulatory

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

FAQ

What insider share transactions did Whitestone REIT (WSR) CEO David Holeman report?

David Holeman reported merger-related transactions in which he disposed of 1,164,103 common shares of Whitestone REIT to the issuer. These transactions occurred as part of a cash merger where each Company Common Share was converted into the right to receive $19.00 in cash.

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

Each Whitestone REIT Company Common Share was converted into the right to receive $19.00 in cash. This per share merger consideration applied to all shares, without interest and subject to applicable withholding taxes, under the Agreement and Plan of Merger dated April 8, 2026.

How many Whitestone REIT (WSR) shares does David Holeman hold after the merger?

After the merger, David Holeman no longer beneficially owns any Company Common Shares. All of his Whitestone REIT holdings, including shares received in connection with awards, were converted into cash consideration, and his post-transaction share balance is reported as zero.

What happened to David Holeman’s TSR Unit Awards at Whitestone REIT (WSR)?

Holeman’s TSR Unit Awards covered 345,938 shares, which became fully vested at the merger’s effective time, were cancelled, and converted into a cash right. The cash amount equaled $19.00 multiplied by the number of Company Common Shares deemed vested under each TSR Unit Award.

Will David Holeman continue SEC reporting for Whitestone REIT (WSR) after the merger?

Following the merger, and after Whitestone REIT’s delisting and deregistration, David Holeman will cease to have reporting obligations. The filing states that as a result of the Company Merger he no longer beneficially owns any Company Common Shares, ending his reporting status.

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Available on EDGAR 07/15/2026 - 04:12 PM Accepted by SEC EDGAR 07/15/2026 - 04:11 PM 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^*

Holeman David K

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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		345,938(2)	A	$0	1,164,103	D
Common Shares(1)	07/14/2026		D		1,164,103(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 345,938 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/ David K. Holeman	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)