Whitestone REIT (WSR) Proxy filing summary

Executive summary

• A definitive merger agreement was signed for an all-cash acquisition of all outstanding common shares and operating partnership units at $19.00 per share, valuing the transaction at approximately $1.7 billion, a 12.2% premium to the prior closing price and 26.5% to the unaffected price before sale rumors.

• The transaction was unanimously approved by the board and is expected to close in Q3 2026, subject to customary conditions including shareholder approval.

• Upon completion, the company will become private, delist from the NYSE, and deregister under the Exchange Act.

Voting matters and shareholder proposals

• Shareholders will vote on the merger at a special meeting; the board recommends approval.

• The merger requires approval by a majority of outstanding shares entitled to vote.

• The company has deferred its 2026 annual meeting while the special meeting and merger are pending.

Board of directors and corporate governance

• The board unanimously determined the merger is in the best interests of shareholders and limited partners.

• An amendment to the bylaws establishes exclusive forum provisions for certain legal actions in Maryland courts or federal courts for Securities Act claims.