8-K
Whitestone REIT (WSR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 Or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 18, 2025
Whitestone REIT
(Exact name of registrant as specified in charter)
| Maryland | 001-34855 | 76-0594970 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 2600 South Gessner, Suite 500 | ||
| --- | --- | |
| Houston, Texas | 77063 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (713) 827-9595
Not Applicable
(Former name or former address, if changed since last report)
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule #14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Shares of Beneficial Interest, par<br><br> <br>value $0.001 per share | WSR | New York Stock Exchange |
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 8.01. Other Events.
Common Share Repurchase Program
On December 18, 2025, the Board of Trustees of Whitestone REIT (the “Company”) authorized a share repurchase program pursuant to which the Company may repurchase up to an aggregate of $50,000,000 of its outstanding common shares through May 20, 2028.
Repurchases under the share repurchase program may be made from time to time in the open market, in privately negotiated purchases, in accelerated share repurchase programs or by any other lawful means.
The timing and amount of any repurchases will depend on a number of factors, including the price and availability of the Company’s common shares, market conditions, and other corporate considerations. The share repurchase program does not obligate the Company to repurchase any dollar amount or number of shares and may be suspended, modified, or discontinued at any time.
Dividend
On December 18, 2025, the Board of Trustees of Whitestone REIT approved a change to the Company’s dividend payment schedule from a monthly dividend to a quarterly dividend.
In connection with this change, the Board declared a quarterly cash dividend of $0.1425 per share on the Company’s common shares and $0.1425 per unit on the Company’s operating partnership units for the first quarter of 2026. The declared quarterly dividend represents a 5.6% increase over the Company’s previous quarterly dividend amount. The dividend will be payable on March 30, 2026 to shareholders and unitholders of record as of the close of business on March 16, 2026.
The declaration, amount, and payment of future dividends remain subject to the discretion of the Company’s Board of Trustees and will depend on, among other things, the Company’s financial performance, liquidity, capital requirements, and market conditions.
Item 7.01 – Regulation FD Disclosure.
On December 19, 2025, the Company issued a press release announcing the common stock repurchase program and the dividend. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 of this Form 8-K, as well as Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s expectations regarding future dividends and share repurchases. These statements are subject to risks and uncertainties that could cause actual results to differ materially. The Company undertakes no obligation to update these forward-looking statements except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit<br><br> <br>No. | Description of Exhibit |
|---|---|
| 99.1 | Press release of Whitestone REIT, dated December 19, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Whitestone REIT | ||
|---|---|---|
| (Registrant) | ||
| Date: | December 19, 2025 | By: /s/ John S. Hogan |
| Name: John S. Hogan | ||
| Title: Chief Financial Officer |
ex_900711.htm
Exhibit 99.1
Whitestone REIT Grows Dividend 5.6%
Board of Trustees Authorizes $50 Million Share Repurchase Program
Company Announces Transition to Quarterly Dividend Payments
HOUSTON, Dec 19, 2025 – Whitestone REIT (NYSE: WSR) (“Whitestone” or the “Company”) today announced that its Board of Trustees has declared a quarterly cash dividend of $0.1425 per share on the Company's common shares and operating partnership units for the first quarter of 2026. The new dividend represents a 5.6% increase over the previous quarterly dividend amount.
Yesterday, the Company’s Board of Trustees also authorized a share repurchase program of up to an aggregate purchase price of $50,000,000. Repurchases of common stock under the share repurchase program may be made from time to time in the open market, in privately negotiated purchases, in accelerated share repurchase programs or by any other lawful means. The number of shares of common stock purchased and the timing of any purchases will depend on a number of factors, including the price and availability of common stock and general market conditions.
“We remain squarely focused on delivering our 5 - 7% long-term Core FFO per share growth target and matching that steady growth with dividend growth. Over the past 4 years we have elevated our earnings growth trajectory, improved our leverage metrics, enhanced the value of our portfolio through effective asset recycling and reduced variables on the runway ahead,” stated Whitestone CEO Dave Holeman. “We look forward to continuing to leverage our leadership position in high-value shop space to deliver for shareholders.”
The first quarter dividend distribution for 2026 will be as detailed below:
| Month | Record Date | Payment Date | Distribution per<br><br> <br>Share/Unit |
|---|---|---|---|
| March | 3/16/2026 | 3/30/2026 | $0.1425 |
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 Report contains forward-looking statements within the meaning of the federal securities laws, including discussion and analysis of our financial condition, pending acquisitions and the impact of such acquisitions on our financial condition and results of operations, anticipated capital expenditures required to complete projects, amounts of anticipated cash distributions to our shareholders in the future and other matters. These forward-looking statements are not historical facts but are the intent, belief or current expectations of our management based on its knowledge and understanding of our business and industry. Forward-looking statements are typically identified by the use of terms such as “may,” “will,” “should,” “potential,” “predicts,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates” or the negative of such terms and variations of these words and similar expressions, although not all forward-looking statements include these words. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.
Factors that could cause actual results to differ materially from any forward-looking statements made in this Report include: the imposition of federal income taxes if we fail to qualify as a real estate investment trust (“REIT”) in any taxable year or forego an opportunity to ensure REIT status; uncertainties related to the national economy, the real estate industry in general and in our specific markets; legislative or regulatory changes, including changes to laws governing REITs; adverse economic or real estate developments or conditions in Texas or Arizona, Houston and Phoenix in particular, including the potential impact of COVID-19 on our tenants’ ability to pay their rent, which could result in bad debt allowances or straight-line rent reserve adjustments; inflation and increases in interest rates, operating costs or general and administrative expenses; availability and terms of capital and financing, both to fund our operations and to refinance our indebtedness as it matures; decreases in rental rates or increases in vacancy rates; litigation risks; lease-up risks, including leasing risks arising from exclusivity and consent provisions in leases with significant tenants; our inability to renew tenant leases or obtain new tenant leases upon the expiration of existing leases; our inability to generate sufficient cash flows due to market conditions, competition, uninsured losses, changes in tax or other applicable laws; geopolitical conflicts, such as the ongoing conflict between Russia and Ukraine; the need to fund tenant improvements or other capital expenditures out of operating cash flow; and the risk that we are unable to raise capital for working capital, acquisitions or other uses on attractive terms or at all and other factors detailed in the Company's most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents the Company files with the Securities and Exchange Commission from time to time.
Non-GAAP Financial Measures
This release contains supplemental financial measures that are not calculated pursuant to U.S. generally accepted accounting principles (“GAAP”) including EBITDAre, FFO, NOI and net debt. Following are explanations and reconciliations of these metrics to their most comparable GAAP metric.
FFO: Funds From Operations: The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (loss) (calculated in accordance with GAAP), excluding depreciation and amortization related to real estate, gains or losses from the sale of certain real estate assets, gains and losses from change in control, and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. We calculate FFO in a manner consistent with the NAREIT definition and also include adjustments for our unconsolidated real estate partnership.
Core Funds from Operations (“Core FFO”) is a non-GAAP measure. From time to time, we report or provide guidance with respect to “Core FFO” which removes the impact of certain non-recurring and non-operating transactions or other items we do not consider to be representative of our core operating results including, without limitation, default interest on debt of real estate partnership, extinguishment of debt cost, gains or losses associated with litigation involving the Company that is not in the normal course of business, and proxy contest professional fees.
Management uses FFO and Core FFO as a supplemental measure to conduct and evaluate our business because there are certain limitations associated with using GAAP net income (loss) alone as the primary measure of our operating performance. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Because real estate values instead have historically risen or fallen with market conditions, management believes that the presentation of operating results for real estate companies that use historical cost accounting is insufficient by itself. In addition, securities analysts, investors and other interested parties use FFO and Core FFO as the primary metric for comparing the relative performance of equity REITs. FFO and Core FFO should not be considered as an alternative to net income or other measurements under GAAP, as an indicator of our operating performance or to cash flows from operating, investing or financing activities as a measure of liquidity. FFO and Core FFO do not reflect working capital changes, cash expenditures for capital improvements or principal payments on indebtedness. Although our calculation of FFO is consistent with that of NAREIT, there can be no assurance that FFO and Core FFO presented by us is comparable to similarly titled measures of other REITs.
Investor and Media Contact:
David Mordy
Director of Investor Relations
Whitestone REIT
(713) 435-2219
ir@whitestonereit.com