Holeman David K 4
4 · Whitestone REIT · Filed Jul 15, 2026
Research Summary
AI-generated summary of this filing
Whitestone REIT (WSR) CEO David K. Holeman Sells 1.16M Shares
What Happened
David K. Holeman, CEO of Whitestone REIT (WSR), disposed of 1,164,103 common shares to the issuer on July 14, 2026 at $19.00 per share for a total of $22,117,957. On the same date 345,938 restricted performance share unit awards (TSR Unit Awards) became fully vested, were cancelled, and converted into the right to receive cash equal to $19.00 per share (345,938 × $19 = $6,572,822). The transactions were effected under the Merger Agreement; combined cash consideration attributable to these items is approximately $28.69 million, subject to applicable withholding.
Key Details
- Transaction date: 2026-07-14; Price for disposed shares: $19.00/share.
- Disposition: 1,164,103 shares → $22,117,957.
- Award conversion: 345,938 TSR Units converted to cash at $19.00 → $6,572,822.
- Shares owned after transaction: 0 (per filing; reporting person no longer beneficially owns Company Common Shares).
- Footnotes: Transactions result from the Agreement and Plan of Merger (Merger Agreement). TSR Unit Awards automatically vested, were cancelled, and converted into cash based on merger consideration; amounts are without interest and subject to applicable withholding taxes.
- Filing timeliness: Reported on 2026-07-15 for transactions dated 2026-07-14 (appears timely). No 10b5-1 plan or late filing flags noted.
Context
These were not open-market purchases or routine executive sales but the cash-out of equity holdings and vested performance awards pursuant to Whitestone REIT’s merger/going-private transaction (each common share converted into the right to receive $19.00 in cash). As the company is being delisted/deregistered under the Merger Agreement, Holeman will cease to have reporting obligations.
Insider Transaction Report
- Award
Common Shares
[F1][F2]2026-07-14+345,938→ 1,164,103 total - Disposition to Issuer
Common Shares
[F1][F2]2026-07-14$19.00/sh−1,164,103$22,117,957→ 0 total
Footnotes (2)
- [F1]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.
- [F2]Includes 345,938 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.