Whitestone REIT (WSR) CFO receives performance share vesting, withholds shares for taxes

Rhea-AI Filing Summary

Whitestone REIT reported an insider equity transaction involving its Chief Financial Officer. On 01/02/2026, the CFO received 38,314 restricted common shares at a stated price of $0, issued upon vesting of performance-based restricted stock units granted in 2023 under the company’s 2018 Long-Term Equity Incentive Ownership Plan. These units vested at 200% of target based on the company achieving a #1 peer group ranking for total shareholder return over the performance period from January 1, 2023 through December 31, 2025.

On the same date, 15,529 common shares were withheld by the company to cover tax withholding obligations tied to the vesting, using a per-share value of $13.89 based on the closing sales price on December 31, 2025. After these transactions, the CFO beneficially owned 228,170 common shares, held directly.

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

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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 TX 77063

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

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

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

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

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	01/02/2026		A		38,314(1)	A	$0	243,699	D
Common Shares	01/02/2026		F		15,529(2)	D	$13.89(3)	228,170	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. Represents restricted common shares issued upon vesting of performance based restricted stock units granted in 2023 under the Company's 2018 Long-Term Equity Incentive Ownership Plan, which vested at 200% of target based on the Company's #1 peer group ranking for total shareholder return for the performance period from January 1, 2023 through December 31, 2025.

2. Represents common shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of certain restricted units previously granted pursuant to the Company's 2018 Long-Term Equity Incentive Ownership Plan.

3. Per Share value assigned by the Company to the tax withholding shares based on the closing sales price of the common shares on December 31, 2025.

	/s/ John Scott Hogan	01/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Whitestone REIT (WSR) disclose for its CFO?

Whitestone REIT disclosed that its Chief Financial Officer received 38,314 restricted common shares on 01/02/2026 upon vesting of performance-based restricted stock units granted in 2023 under the 2018 Long-Term Equity Incentive Ownership Plan.

Why did the Whitestone REIT CFO receive 38,314 restricted common shares?

The 38,314 restricted common shares represent units that vested at 200% of target, based on Whitestone REIT’s #1 peer group ranking for total shareholder return over the period from January 1, 2023 through December 31, 2025.

How many Whitestone REIT (WSR) shares were withheld for the CFO’s taxes?

The company withheld 15,529 common shares to satisfy tax withholding obligations arising from the vesting of certain restricted units under the 2018 Long-Term Equity Incentive Ownership Plan.

What share price was used for Whitestone REIT’s tax withholding calculation?

The company assigned a per-share value of $13.89 to the tax withholding shares, based on the closing sales price of Whitestone REIT common shares on December 31, 2025.

How many Whitestone REIT shares does the CFO own after these transactions?

Following the reported transactions on 01/02/2026, the Chief Financial Officer beneficially owned 228,170 common shares of Whitestone REIT, held directly.

What performance period determined the Whitestone REIT CFO’s share vesting?

The performance-based restricted stock units vested based on total shareholder return performance over the period from January 1, 2023 through December 31, 2025, during which the company achieved a #1 peer group ranking.