{"url_path":"/sec/wsr/8-k/2026-07-14/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition or Disposition of Assets.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/1175535/0001193125-26-303327-index.html","accession_number":"0001193125-26-303327","cik":"0001175535","ticker":"WSR","issuer_name":"Whitestone REIT","edgar_url":"https://www.sec.gov/Archives/edgar/data/1175535/0001193125-26-303327-index.html","primary_entity_key":"0001175535","primary_entity_name":"Whitestone REIT"},"word_count":704,"has_tables":true,"body_markdown":"Item 2.01.\n\nCompletion of Acquisition or Disposition of Assets.\n\nAs described above, pursuant to the terms of the Merger Agreement, the Partnership Merger was completed, with Merger OP being merged with and into the Operating Partnership at the Partnership Merger Effective Time and the Operating Partnership surviving the Partnership Merger as a wholly owned subsidiary of the Company. At the Partnership Merger Effective Time, each outstanding OP unit of partnership interest (a “Partnership OP Unit”), other than Partnership OP Units held by the Company and its subsidiaries, issued and outstanding immediately prior to the Partnership Merger Effective Time was converted into the right to receive an amount in cash equal to $19.00 (the “Merger Consideration”), without interest.\n\nAs described above, pursuant to the terms of the Merger Agreement, the Company Merger was completed, with the Company being merged with and into Merger Sub at the Company Merger Effective Time and Merger Sub surviving the Company Merger as a wholly owned subsidiary of Parent. At the Company Merger Effective Time, each common share of beneficial interest, par value $0.001 per share, of the Company (each, a “Company Common Share”), other than Excluded Shares (as defined in the Merger Agreement), issued and outstanding immediately prior to the Company Merger Effective Time was converted into the right to receive an amount in cash equal to the Merger Consideration, without interest. The paying agent will disburse the Merger Consideration to Whitestone shareholders following receipt of confirmation of the effectiveness of the Company Merger from the Maryland State Department of Assessments and Taxation (“SDAT”). The parties have confirmation of submission of the articles of merger for the Company Merger to the SDAT for processing. Following processing and acceptance by the SDAT, it will issue confirmation of the effectiveness of the Company Merger. A representative of the SDAT has stated that the SDAT is experiencing delays in processing filings, which has delayed obtaining such confirmation of effectiveness.\n\nIn addition, pursuant to the Merger Agreement, at the Company Merger Effective Time:\n\n \n\n \n•\n \n\neach of the outstanding restricted common share unit awards subject to time-based vesting (each, a “Time-Based Unit Award”) granted pursuant to the Company’s 2018 Long-Term Equity Incentive Ownership Plan (the “Company Equity Incentive Plan”), that was outstanding immediately prior to the Company Merger Effective Time, was automatically fully vested and cancelled and, in exchange therefor, each holder of any such cancelled vested Time-Based Unit Awards ceased to have any rights, except the right to receive as of the Company Merger Effective Time, in consideration for the cancellation of such vested Time-Based Unit Awards and in settlement therefor, an amount in cash equal to the product of (i) the number of Company Common Shares then underlying such Time-Based Unit Awards as of immediately prior to the Company Merger Effective Time and (ii) the Merger Consideration; and\n\n \n\n \n•\n \n\neach outstanding restricted performance share unit award (each, a “TSR Unit Award”) granted pursuant to the Company Equity Incentive Plan that was outstanding immediately prior to the Company Merger Effective Time, was automatically earned and vested and thereafter cancelled and, in exchange therefor, each holder of any such cancelled vested TSR Unit Award ceased to have any rights, except the right to receive as of the Company Merger Effective Time, in consideration for the cancellation of such vested TSR Unit Award and in settlement therefor, an amount in cash equal to the product of (i) the Merger Consideration and (ii) the number of Company Common Shares that would have vested pursuant to the terms of the\n\n \n\nTSR 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 Company Merger Effective Time are achieved at the levels based on the greater of target or actual performance through the Company Merger Effective Time.\n\nThe information set forth in the Introductory Note above is incorporated by reference into this Item 2.01. The foregoing description, including the portions incorporated by reference herein, does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is attached as Exhibit 2.1 hereto and incorporated by reference into this Item 2.01."}