UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
As previously disclosed, on April 8, 2026, Whitestone REIT, a Maryland real estate investment trust (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Whitestone REIT Operating Partnership, L.P. (the “Operating Partnership”), AREG Wizard Parent LP (“Parent”), AREG Wizard Intermediate LP (“Merger Sub”), and AREG Wizard Operating Partnership LP (“Merger OP” and, collectively with Parent and Merger Sub, the “Parent Parties”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein and in accordance with Maryland REIT Law and the Delaware Revised Uniform Limited Partnership Act, Merger OP will merge with and into the Operating Partnership (the “Partnership Merger”), and, immediately following the Partnership Merger, the Company will merge with and into Merger Sub (the “Company Merger” and, together with the Partnership Merger, the “Mergers”). Upon completion of the Partnership Merger, the Operating Partnership will survive, and the separate existence of Merger OP will cease. Upon completion of the Company Merger, Merger Sub will survive as a wholly owned subsidiary of Parent, and the separate existence of the Company will cease.
On July 9, 2026, the Company held a virtual special meeting of shareholders (the “Special Meeting”) to vote on certain proposals related to the Mergers as described in the Company’s definitive proxy statement (the “Definitive Proxy Statement”) filed with the United States Securities and Exchange Commission on May 19, 2026. As of the close of business on May 14, 2026, the record date for the Special Meeting, a total of 51,393,977 common shares of beneficial interest, par value $0.001 per share (“Common Shares”), were issued and outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 37,241,693 shares of Common Shares were present or represented by proxy, representing approximately 72.46% of the shares of Common Shares issued and outstanding and entitled to vote, which constituted a quorum. All references in this Current Report on Form 8-K to “present” shall mean virtually present at the Special Meeting.
Each proposal is described in detail in the Company’s Definitive Proxy Statement. The tables below detail the final voting results for each proposal presented at the Special Meeting:
| 1. | The proposal to approve the Company Merger, pursuant to the Merger Agreement, was approved by the affirmative vote of holders of Common Shares entitled to cast a majority of all the votes entitled to be cast on the proposal, as set forth below: |
| For | Against | Abstain | ||
| 37,039,161 | 116,016 | 86,516 | ||
| 2. | The proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with the Company Merger was not approved by the affirmative vote of a majority of the votes cast by the holders of the Common Shares present or represented by proxy at the Special Meeting, as set forth below: |
| For | Against | Abstain | ||
| 14,527,360 | 22,599,858 | 114,475 | ||
| 3. | The proposal to approve one or more adjournments of the Special Meeting from time to time, if necessary or appropriate, including to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve the Company Merger or to seek a quorum if one was not initially obtained was not called because the proposal to approve the Company Merger was approved. If such proposal had been called, it would have been approved by the affirmative vote of a majority of the votes cast by the holders of the Common Shares present or represented by proxy at the Special Meeting, as set forth below: |
| For | Against | Abstain | ||
| 34,993,652 | 2,140,030 | 108,011 | ||
Because none of the proposals above were “routine” matters, there could be no broker non-votes occurring in connection with these proposals at the Special Meeting.
| Item 7.01 | Regulation FD Disclosure. |
On July 9, 2026, the Company issued a press release announcing the results of the Special Meeting. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The Company anticipates the Company Merger to close on or about July 14, 2026.
The information contained in Item 7.01 of this Current Report on Form 8-K, including the press release attached hereto as Exhibit 99.1, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including the information in the press release attached hereto as Exhibit 99.1, shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release of Whitestone REIT, dated July 9, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Whitestone REIT | ||
| By: | /s/ John S. Hogan | |
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John S. Hogan | |
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Chief Financial Officer | |
Date: July 9, 2026
Exhibit 99.1
Whitestone REIT Shareholders Approve Acquisition by Ares
HOUSTON – July 9, 2026 – Whitestone REIT (NYSE: WSR) (“Whitestone” or the “Company”) announced that today its shareholders approved the all-cash acquisition of Whitestone by certain Ares Real Estate funds (“Ares”) at the special meeting of shareholders held for such purpose.
Whitestone will provide final vote results for the special meeting, as certified by the independent Inspector of Election, on a Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission (the “SEC”).
As previously announced, on April 8, 2026, the Company, Ares and the other parties thereto entered into a definitive merger agreement (the “Merger Agreement”), pursuant to which Ares has agreed to acquire all outstanding Whitestone common shares and all outstanding operating partnership units of Whitestone REIT Operating Partnership, L.P., in each case for $19.00 per share or unit in an all-cash transaction valued at approximately $1.7 billion.
The proposed acquisition is expected to be completed on or about July 14, 2026, subject to satisfaction or waiver of the remaining customary closing conditions.
About Whitestone REIT
Whitestone REIT (NYSE: WSR) is a community-centered real estate investment trust (REIT) that acquires, owns, operates, and develops open-air, retail centers located in some of the fastest growing markets in the country: Phoenix, Austin, Dallas-Fort Worth, Houston and San Antonio.
Our centers are convenience focused: merchandised with a mix of service-oriented tenants providing food (restaurants and grocers), self-care (health and fitness), services (financial and logistics), education and entertainment to the surrounding communities. The Company believes its strong community connections and deep tenant relationships are key to the success of its current centers and its acquisition strategy. For additional information, please visit the Company’s investor relations website.
Forward-Looking Statements
This release contains forward-looking statements, which include all statements that do not relate solely to historical or current facts, such as statements regarding our expectations, intentions or strategies regarding the future. In some cases, you can identify forward-looking statements by the following words: “aim,” “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “may,” “plan,” “possible,” “potential,” “predict,” “project,” “ongoing,” “outlook,” “should,” “seek,” “target,” “will,” “would,” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. These forward-looking statements are based on management’s beliefs, as well as assumptions, including those regarding the transactions, made by, and information currently available to, Whitestone. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected and are subject to a number of known and unknown risks and uncertainties, including: (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect Whitestone’s business and the price of Whitestone’s common shares; (ii) the failure to satisfy any of the conditions to the consummation of the proposed transaction; (iii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, including in circumstances requiring Whitestone to pay a termination fee; (iv) the effect of the announcement or pendency of the proposed transaction on Whitestone’s business relationships, including relationships with tenants and suppliers, operating results and business generally; (v) risks that the proposed transaction disrupts Whitestone’s current plans and operations; (vi) Whitestone’s ability to retain and hire key personnel in light of the proposed transaction or otherwise; (vii) risks related to diverting management’s attention from Whitestone’s ongoing business operations; (viii)
unexpected costs, charges or expenses resulting from the proposed transaction; (ix) litigation related to the transaction that has been instituted and potential litigation or other proceedings relating to the transaction that could be instituted against Parent, Merger Sub and Merger OP, Whitestone, the Operating Partnership or their, or their affiliates’, respective directors, managers or officers, including the costs of such proceedings and the effects of any outcomes related thereto; (x) continued availability of capital and financing and rating agency actions; (xi) certain restrictions during the pendency of the transaction that may impact Whitestone’s ability to pursue certain business opportunities or strategic transactions; (xii) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, war, hostilities, epidemics or pandemics, as well as management’s response to any of the aforementioned factors, and their potential to disrupt or delay the closing of the transactions; (xiii) the possible failure of Whitestone to maintain its qualification as a REIT and the risk of changes in laws affecting REITs; (xiv) other risks described in Whitestone’s filings with the SEC, such risks and uncertainties described under the headings “Forward-Looking Statements,” “Risk Factors” and other sections of our Annual Report on Form 10-K filed with the SEC on March 6, 2026, as amended by our Annual Report on Form 10-K/A, filed with the SEC on April 30, 2026 (as amended, the “2025 Form 10-K”) and subsequent filings; and (xv) those risks and uncertainties that are described in the Definitive Proxy Statement that was filed with the SEC on May 19, 2026, as subsequently supplemented by the Current Report on Form 8-K filed with the SEC on July 1, 2026 (the “Definitive Proxy Statement”). While the list of risks and uncertainties presented here is, and the discussion of risks and uncertainties presented in the Definitive Proxy Statement are, considered representative, no such list or discussion should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, and legal liability to third parties and similar risks, any of which could have a material adverse effect on the completion of the transaction and/or Whitestone’s consolidated financial condition, results of operations, credit rating or liquidity. There can be no assurance that the transaction will be consummated. The forward-looking statements speak only as of the date they are made. Whitestone undertakes no obligation to update or review any forward-looking statements, except as required by law, whether as a result of new information, future events or otherwise.
Contacts:
Whitestone
David Mordy
Director of Investor Relations
Whitestone REIT
(713) 435-2219