| | Item 4 of the Schedule 13D is hereby amended to add the following:
As previously disclosed in Amendment No. 2, on November 18, 2024, MCB withdrew its proposal to acquire all of the outstanding Common Shares of the Issuer, including all of the outstanding common partnership interests in Whitestone REIT Operating Partnership, L.P., for a price of $15.00 per share.
Since November 18, 2024, the Reporting Persons have continued to evaluate the Issuer, including but not limited to its businesses, results of operations, and prospects, and consider all options available to MCB and other shareholders of the Issuer to ensure that the Board of Trustees of the Issuer upholds its responsibilities. In light of that ongoing evaluation, on November 4, 2025, MCB, through its affiliate MCB Acquisition Company, LLC, sent a new acquisition proposal to the Issuer, a copy of which is filed as Exhibit 7.04 to this Schedule 13D (the "Proposal") and is incorporated by reference herein. The Proposal provides that it is subject to negotiation of satisfactory definitive transaction agreements. In addition, in an open letter to the Issuer's shareholders on November 4, 2025, MCB announced its intention to vote against the entire Board of Trustees of the Issuer at the Issuer's next Annual Meeting of Shareholders absent constructive engagement toward a transaction or the initiation of a public strategic alternatives process.
The Reporting Persons intend to engage in discussions with the Issuer and its representatives concerning the Proposal and to enter into negotiations with the Issuer with respect thereto. The Reporting Persons may enter into appropriate confidentiality or similar agreements with the Issuer to facilitate the exchange of information with the Issuer in connection with such negotiations. There can be no certainty as to whether discussions will occur, or if they do, the outcome of such discussions. The Reporting Persons may determine to accelerate or terminate discussions with the Issuer concerning the Proposal, change the terms of or withdraw the Proposal, take any action to facilitate or increase the likelihood of consummation of the Proposal or change their intentions with respect to any such matters, in each case at any time and without prior notice. The Reporting Persons will, directly or indirectly, take such additional steps as they may deem appropriate to further the Proposal or otherwise support their investment in the Issuer, including but not limited to entering into financing commitments and other agreements, arrangements and understandings concerning the Proposal.
While the Reporting Persons intend to pursue the transaction described in the Proposal, in connection with their investment in the Issuer, the Reporting Persons may, subject to applicable law and regulation, further purchase, hold, vote, trade, dispose of or otherwise deal in the Common Shares at times, and in such manner, as they deem advisable to benefit from, among other things: (1) changes in the market price of the Common Shares; (2) changes in the Issuer's operations, business strategy or prospects; or (3) the sale or merger of the Issuer. To evaluate such alternatives, the Reporting Persons will continue to closely monitor the Issuer's operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as other economic, securities markets and investment considerations. Consistent with their investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with the management or Board of Trustees of the Issuer, industry analysts, existing or potential strategic partners, financing sources, competitors and investment and financing professionals. Such evaluations and discussions may materially affect, and result in, among other things, the Reporting Persons (1) consummating the transaction contemplated by the Proposal; (2) modifying their ownership of the Common Shares; (3) proposing changes in the Issuer's operations, governance or capitalization; or (4) pursuing one or more of the other actions described in Item 4 of this Schedule 13D.
In addition to the information disclosed in this Schedule 13D, the Reporting Persons reserve the right to: (1) engage in discussions with other shareholders, potential sources of financing, advisors, and other relevant parties; (2) formulate other plans and proposals (3) take any actions with respect to their investment in the Issuer, including any or all of the actions set forth in Item 4 of this Schedule 13D and (4) subject to applicable law and regulation, acquire additional Common Shares or dispose of some or all of the Common Shares beneficially owned by them, in each case in the open market, through privately negotiated transactions or otherwise. The Reporting Persons may at any time reconsider and/or change their plans or proposals relating to the foregoing. |
