8-K - WSR - Equibles

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): June 10, 2024

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 ,	77063
---	---
Houston, Texas
(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 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.

On June 10, 2024, Whitestone REIT (“the Company”) responded to an acquisition offer from MCB Real Estate (“MCB”).

A copy of the Company’s letter dated June 10, 2024 is attached hereto as Exhibits 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Whitestone REIT Letter dated June 10, 2024
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:	June 10, 2024	By: /s/ John S. Hogan
		Name: John S. Hogan<br><br> <br>Title: Chief Financial Officer

ex_686041.htm

Exhibit 99.1

June 10, 2024

Via Email

P. David Bramble

Managing Partner

MCB Real Estate

2002 Clipper Park Rd. Suite 105

Baltimore, MD 21211

Dear Mr. Bramble,

We very much appreciate the time spent together and your insight as a shareholder. Our Board of Trustees (the “Board”) has evaluated your offer to purchase Whitestone REIT, presented in a letter to us dated June 3, 2024, and respectfully declines your offer.

The Board believes that your indicated offer price does not represent a fair valuation and strongly believes that current management has a clear strategy and compelling pathway for creating long-term shareholder value significantly greater than the amount offered.

We remain committed to exploring all avenues for value creation and look forward to continued interaction with MCB and to generating value for MCB and all Whitestone shareholders.

Sincerely,

David K. Holeman

Chief Executive Officer

Cc: Whitestone Board of Trustees

2600 South Gessner Suite 500 • Houston, Texas 77063 • Toll Free 866.789.7348 • Fax 713.465.8847 • www.whitestonereit.com