Whitestone REIT 8-K

What Happened

• On July 14, 2026 Whitestone REIT (WSR) filed an 8‑K announcing the closing of the previously disclosed mergers. As a result, the Company merged into Merger Sub (Merger Sub survives) and the Operating Partnership merged with Merger OP (Operating Partnership survives as a subsidiary).
• Each outstanding Whitestone common share and each outstanding OP unit (other than excluded holdings) converted into the right to receive $19.00 in cash (the Merger Consideration), payable by the paying agent after administrative confirmation from the Maryland SDAT. The filing notes SDAT is experiencing processing delays that have delayed confirmation.
• Concurrent with closing, Whitestone repaid in full and terminated its material debt arrangements, including the Fourth Amended and Restated Credit Agreement (A&R Credit Agreement), the June 21, 2024 Nationwide Loan, and the Note Purchase and Guaranty Agreement (originally dated March 22, 2019, amended December 16, 2022).

Key Details

• Merger Consideration: $19.00 cash per Company common share and per Partnership OP unit (no interest).
• Debt repayment/termination: A&R Credit Agreement (dated Sept. 19, 2025), Nationwide Loan (dated June 21, 2024), and Note Purchase and Guaranty Agreement (dated Mar. 22, 2019; amended Dec. 16, 2022) were repaid and terminated at closing.
• Exchange listing and reporting: Trading of Whitestone common shares on the NYSE was suspended July 14, 2026; Whitestone requested NYSE delisting (Form 25) and intends to file Form 15 to deregister the shares and suspend periodic reporting under the Exchange Act.
• Governance changes: A change of control occurred; six trustees (Amy S. Feng, Julia B. Buthman, Kristian M. Gathright, David K. Holeman, Jeffrey A. Jones, Donald A. Miller) resigned at the Company Merger Effective Time, and Merger Sub’s officers became officers of the surviving company.

Why It Matters

• For shareholders and OP unit holders: Eligible holders are entitled to a fixed cash payment of $19.00 per share/unit in exchange for their holdings once state processing is confirmed — this is a cash-out transaction, not a continuing public investment in Whitestone.
• For liquidity and oversight: NYSE trading has been suspended and delisting/deregistration steps are underway; after deregistration Whitestone will no longer be a reporting public company, reducing transparency and eliminating public market liquidity for the shares.
• For creditors and capital structure: The company repaid and terminated its major credit facilities and notes, eliminating those obligations at closing and simplifying the capital structure post‑merger.
• For governance: The change of control and board/officer turnover reflect new ownership and management under the surviving Merger Sub/Parent structure.