Whitestone REIT (NYSE: WSR) CFO exits holdings in $19 cash merger

Rhea-AI Filing Summary

Whitestone REIT Chief Financial Officer John Scott Hogan reported merger-related transactions in common shares. In connection with the Company Merger, all 395,045 common shares were disposed of to the issuer and converted into the right to receive $19.00 in cash per share, subject to applicable withholding taxes. This total includes 159,540 shares underlying restricted performance share unit awards (TSR Unit Awards) that became fully vested, were cancelled, and were cash-settled based on the $19.00 per share merger consideration and the greater of target or actual performance. Following these actions, Hogan no longer beneficially owns any Whitestone REIT common shares and, after the company’s delisting and deregistration, will cease to have reporting obligations.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Hogan John Scott

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	159,540	$0.00	--
Disposition	Common Shares	395,045	$19.00	$7.51M

Holdings After Transaction: Common Shares — 395,045 shares (Direct)

Footnotes (1)

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 159,540 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

Common shares disposed to issuer: 395,045 common shares Per share merger consideration: $19.00 per share TSR Unit Awards vested and cash-settled: 159,540 shares +1 more

4 metrics

Common shares disposed to issuer 395,045 common shares Company Common Shares converted into the right to receive $19.00 in cash per share in the Company Merger

Per share merger consideration $19.00 per share Cash payment for each Company Common Share, without interest and subject to applicable withholding taxes

TSR Unit Awards vested and cash-settled 159,540 shares Restricted performance share unit awards that became fully vested, cancelled, and converted into cash based on $19.00 per share

Post-merger shareholdings 0 common shares Reporting person no longer beneficially owns any Company Common Shares after the Company Merger

Key Terms

Agreement and Plan of Merger, Company Merger, restricted performance share unit awards, TSR Unit Award, +2 more

6 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"

restricted performance share unit awards financial

"Includes 159,540 shares in respect of restricted performance share unit awards"

TSR Unit Award financial

"each, a "TSR Unit Award""

per share merger consideration financial

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

delisting and deregistration regulatory

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

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Form 4 Insider Transactions: What Each Field Means →

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

FAQ

What insider transactions did Whitestone REIT (WSR) CFO John Scott Hogan report?

John Scott Hogan reported merger-related transactions in 395,045 common shares of Whitestone REIT, which were disposed of to the issuer and converted into the right to receive $19.00 in cash per share, including shares underlying vested TSR Unit Awards.

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

Each Whitestone REIT Company Common Share was converted into the right to receive $19.00 in cash per share, without interest and subject to any applicable withholding taxes, pursuant to the Agreement and Plan of Merger referenced in the insider transaction disclosure.

What is John Scott Hogan’s Whitestone REIT (WSR) shareholding after the merger?

As a result of the Company Merger, John Scott Hogan no longer beneficially owns any Company Common Shares, directly or indirectly. After Whitestone REIT’s delisting and deregistration take effect, he will also cease to have reporting obligations as an insider.

How were Whitestone REIT (WSR) TSR Unit Awards treated in the merger?

Whitestone REIT’s 159,540 TSR Unit Awards held by John Scott Hogan became fully vested at the merger’s effective time, were cancelled, and converted into cash equal to $19.00 per share multiplied by shares that would have vested, using the greater of target or actual performance.

Will Whitestone REIT (WSR) CFO John Scott Hogan continue filing insider reports?

Following the Company Merger, Whitestone REIT’s delisting and deregistration will end John Scott Hogan’s insider reporting obligations. The filing states he will cease to have reporting obligations after those actions take effect and no longer owns any Company Common Shares.

What type of disposition did Whitestone REIT (WSR) CFO John Scott Hogan report?

The filing describes an issuer disposition, not an open-market sale. His 395,045 common shares were converted into the right to receive $19.00 in cash per share under the Company Merger terms, in connection with Whitestone REIT’s going-private transaction.

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^*

Hogan John Scott

(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)
	Chief Financial 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		159,540(2)	A	$0	395,045	D
Common Shares(1)	07/14/2026		D		395,045(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 159,540 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	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)