Whitestone REIT (WSR) investor group exits after falling below 5% stake

Rhea-AI Filing Summary

Whitestone REIT’s large shareholder group has exited its reporting status. MCB PR Capital LLC, MCB Acquisitions Manager LLC, and P. David Bramble filed Amendment No. 5 to their Schedule 13D to report that their beneficial ownership has fallen to 0 common shares, or 0% of Whitestone’s stock.

The filing states this is a final “exit filing” because, as of June 22, 2026, they ceased to be beneficial owners of more than 5% of Whitestone’s common shares and no longer have to report under Section 13(d). It also notes a prior SEC settlement in which MCB Acquisitions Manager LLC agreed to a $75,000 civil penalty for previously filing a Schedule 13D late.

Key Figures

Beneficial ownership: 0.00 shares Percent of class: 0% Ownership threshold: 5% +2 more

5 metrics

Beneficial ownership 0.00 shares Each reporting person, Amendment No. 5

Percent of class 0% Each reporting person, Amendment No. 5

Ownership threshold 5% Ceased to be beneficial owners of more than 5% as of June 22, 2026

Civil penalty $75,000 SEC settlement with MCB Acquisitions Manager LLC on May 4, 2026

Date ownership change June 22, 2026 Date reporting persons fell below 5% and exited reporting status

Key Terms

beneficial owner, Schedule 13D, Section 13(d)(1), Rule 13d-1(a), +1 more

5 terms

beneficial owner financial

"each of the Reporting Persons has ceased to be the beneficial owner of more than five percent (5%)"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Schedule 13D regulatory

"failing to timely file its within the time period required by such provisions"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Section 13(d)(1) regulatory

"violated Section 13(d)(1) of the Securities Exchange Act of 1934, as amended"

Rule 13d-1(a) regulatory

"and Rule 13d-1(a) thereunder by failing to timely file its"

exit filing regulatory

"This Amendment No. 5 constitutes an "exit filing" for the Reporting Persons."

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Available on EDGAR 06/24/2026 - 04:16 PM Accepted by SEC EDGAR 06/24/2026 - 04:15 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Whitestone REIT

(Name of Issuer)

Common Shares of Beneficial Interest, $0.001 par value per share

(Title of Class of Securities)

966084204

(CUSIP Number)

P. David Bramble
2002 Clipper Park Rd. Suite 105,
Baltimore, MD, 21211
(410) 340-1665

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/22/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 966084204

1

Name of reporting person

MCB PR Capital LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 966084204

1

Name of reporting person

MCB Acquisitions Manager LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MARYLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 966084204

1

Name of reporting person

P. David Bramble

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares of Beneficial Interest, $0.001 par value per share
(b)	Name of Issuer: Whitestone REIT
(c)	Address of Issuer's Principal Executive Offices: 2600 SOUTH GESSNER, SUITE 500, HOUSTON, TEXAS , 77063.
Item 1 Comment: This statement constitutes Amendment No. 5 to the Schedule 13D relating to the common shares of beneficial interest, $0.001 par value per share (the "Common Shares"), of Whitestone REIT, a Maryland real estate investment trust (the "Issuer"), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on June 3, 2024 (the "Initial Schedule 13D"), as amended by Amendment No. 1 filed with the SEC on October 9, 2024 ("Amendment No. 1"), Amendment No. 2 filed with the SEC on November 18, 2024 ("Amendment No. 2"), Amendment No. 3 filed with the SEC on November 4, 2025 ("Amendment No. 3"), and Amendment No. 4 filed with the SEC on April 13, 2026 ("Amendment No. 4" and, together with the Initial Schedule 13D, Amendment No. 1, Amendment No. 2, and Amendment No. 3, the "Schedule 13D"). Except as specifically amended and supplemented by this Amendment No. 5, the Schedule 13D remains in full force and effect. This Amendment No. 5 constitutes an "exit filing" for the Reporting Persons.
Item 2.	Identity and Background
(a)	Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows: (a) This Schedule 13D is being filed by the following entities (each a "Reporting Person" and collectively, the "Reporting Persons"): MCB PR Capital LLC, a Delaware limited liability company ("MCB") MCB Acquisitions Manager LLC, a Maryland limited liability company ("Acquisitions") P. David Bramble, an individual and citizen of the United States of America
(b)	The principal business address of each of the Reporting Persons is 2002 Clipper Park Road, Suite 105, Baltimore, Maryland 21211.
(c)	The Reporting Persons are principally engaged in the business of real estate investments.
(d)	(d) - (e) Except as set forth below, during the last five (5) years, none of the Reporting Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. On May 4, 2026, Acquisitions, without admitting or denying the SEC's findings, entered into a settlement with the SEC to resolve charges that Acquisitions violated Section 13(d)(1) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 13d-1(a) thereunder by failing to timely file its Schedule 13D within the time period required by such provisions. Acquisitions agreed to cease and desist from committing or causing any violations and any future violations of Section 13(d)(1) of the Exchange Act and Rule 13d-1(a) thereunder, and to pay a $75,000 civil penalty.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended to add the following: The Reporting Persons are filing this Amendment No. 5 to report the disposition of Common Shares of the Issuer, which has reduced the number of Common Shares that the Reporting Persons may be deemed to beneficially own to less than five percent (5%) of the outstanding Common Shares of the Issuer. As a result of such disposition, each of the Reporting Persons has ceased to be the beneficial owner of more than five percent (5%) of the outstanding Common Shares and is no longer required to report changes in beneficial ownership under Section 13(d) of the Exchange Act. Accordingly, this Amendment No. 5 constitutes a final amendment to the Schedule 13D and serves as an exit filing for each of the Reporting Persons.
Item 5.	Interest in Securities of the Issuer
(a)	The information required for each Reporting Person by Item 5 (a) - (b) is set forth in Rows 7 - 13 on pages 1, 2 and 3 of this Amendment No. 5 and is incorporated herein by reference, respectively, for each Reporting Person.
(c)	The transactions in the Common Shares by each Reporting Person during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
(e)	As of June 22, 2026, the Reporting Persons ceased to be the beneficial owners of more than five percent (5%) of the Common Shares. The filing of this Amendment No. 5 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended to add the following: Exhibit A Schedule of Transactions

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

MCB PR Capital LLC

Signature:	/s/ P. David Bramble
Name/Title:	P. David Bramble, On behalf of MCB Acquisitions Manager LLC, as its sole member, on behalf of MCB PR Capital LLC, as its sole manager
Date:	06/24/2026

MCB Acquisitions Manager LLC

Signature:	/s/ P. David Bramble
Name/Title:	P. David Bramble, On behalf of MCB Acquisitions Manager LLC, as the sole member of MCB Acquisitions Manager LLC
Date:	06/24/2026

P. David Bramble

Signature:	/s/ P. David Bramble
Name/Title:	P. David Bramble, Individually
Date:	06/24/2026

FAQ

What does this Schedule 13D/A filing mean for Whitestone REIT (WSR)?

The filing shows a former large shareholder group now reports owning 0 Whitestone REIT shares. Because their beneficial ownership fell below 5%, they no longer qualify as a major holder and are ending their ongoing Schedule 13D reporting obligations.

Who are the reporting persons in this Whitestone REIT (WSR) Schedule 13D/A?

The reporting persons are MCB PR Capital LLC, MCB Acquisitions Manager LLC, and individual investor P. David Bramble. They previously reported significant holdings in Whitestone REIT common shares but now state they no longer beneficially own more than 5% of the company.

When did the Whitestone REIT (WSR) reporting group fall below 5% ownership?

The reporting group states that, as of June 22, 2026, they ceased to be beneficial owners of more than 5% of Whitestone REIT’s common shares. This reduction in holdings triggered the filing of Amendment No. 5 as their final Schedule 13D exit filing.

How many Whitestone REIT (WSR) shares does the reporting group now beneficially own?

The amendment reports aggregate beneficial ownership of 0.00 common shares for each reporting person. It also shows 0% of Whitestone REIT’s outstanding common shares, confirming they no longer hold a reportable stake under Section 13(d) standards.

Why is Amendment No. 5 called an exit filing for Whitestone REIT (WSR)?

It is an exit filing because the group’s beneficial ownership fell below the 5% threshold that requires Schedule 13D reporting. After this change, they state they are no longer required to report further ownership changes under Section 13(d) of the Exchange Act.

What SEC settlement is disclosed in this Whitestone REIT (WSR) Schedule 13D/A?

The amendment notes that on May 4, 2026, MCB Acquisitions Manager LLC settled SEC charges for failing to timely file a Schedule 13D. Without admitting or denying the findings, it agreed to cease and desist from future violations and pay a $75,000 civil penalty.