Whitestone REIT Files Amendment to 2025 Annual Report: Key Information for Investors

Summary of the Amended 10-K Filing

Whitestone REIT has filed Amendment No. 1 to its Annual Report for the fiscal year ended December 31, 2025. This amendment incorporates information that was initially expected to be included in the company’s definitive proxy statement for its postponed 2026 Annual Meeting of Shareholders. The amendment also includes corrections and additional material agreements, new certifications as required by the Sarbanes-Oxley Act, and updates to subsidiary listings.

Key Financial Highlights for 2025

• Revenues: \$160.9 million, up from \$154.3 million in 2024
• Net Income (attributable to common shareholders): \$49.9 million (\$0.95 per diluted share), inclusive of \$0.57 per diluted share gain on sale of properties. This compares to \$36.9 million (\$0.72 per diluted share) in 2024, which included a \$0.43 per diluted share gain on sale of properties
• Funds from Operations (FFO): \$54.6 million, an increase from \$50.7 million in 2024
• Fourth Quarter Annualized Pro Forma EBITDAre: \$96.0 million versus \$92.0 million in 2024
• Same-Store Net Operating Income (NOI): \$97.5 million, up from \$93.8 million in 2024
• Market Value as of June 30, 2025: \$556,553,575 public float
• Shares Outstanding as of March 3, 2026: 51,391,734 common shares

Corporate Governance and Shareholder Rights

• Annual election of trustees
• Anti-hedging and clawback policies in place
• Meaningful share ownership requirements for officers and trustees
• Shareholder rights to adopt, amend, or repeal bylaws
• Codes of conduct for trustees, officers, and employees
• No familial relationships on the Board or management
• Shareholders have ability to call special meetings

These governance practices strengthen Board and management accountability and promote the long-term interests of shareholders.

Audit Committee and Risk Oversight

• The Audit Committee oversees accounting and financial reporting, internal controls, qualifications and performance of the independent auditor, and compliance with ethical standards.
• All committee members are deemed “audit committee financial experts” by SEC standards.
• Cybersecurity risks are actively monitored, with regular reports to the committee.
• Board reviews and approves acquisition/disposition decisions over \$5 million.

Compensation and Pay-for-Performance Decisions

The Compensation Committee has adopted best practices, including caps on potential payments, retention provisions, multiple performance targets, equity ownership guidelines, and use of an independent compensation consulting firm. Minimal perquisites are provided to executives.

• 2025 CEO Base Salary: \$525,000 (up 5% from 2024)
• 2025 CFO Base Salary: \$363,000 (up 10% from 2024)
• 2025 General Counsel Base Salary: \$385,000 (up 10% from 2024)
• Long-term incentive awards and share ownership guidelines are enforced, with all named executive officers (NEOs) meeting ownership requirements as of December 31, 2025
• Compensation peer group includes similar retail, office, diversified, healthcare, and residential REITs with comparable financial metrics

The Compensation Committee report confirms that compensation decisions were made after thorough review and discussion with management, aligning NEO pay with performance and peer benchmarks.

Merger Agreement and Annual Meeting Deferral

Whitestone REIT disclosed the entry into an Agreement and Plan of Merger with certain Ares Real Estate funds, resulting in the deferral of the 2026 Annual Meeting. The inclusion of merger-related information in the amended filing may be of significant interest to shareholders, as it could potentially impact the company’s future strategic direction, governance, and share valuation.

Forward-Looking Statements and Risks

The amended filing contains forward-looking statements regarding expectations, intentions, and strategies for the future. These statements are subject to risk factors, including the outcome of the merger agreement, market conditions, operational performance, and regulatory compliance. Investors should be aware that these statements are not guarantees of actual future results and that Whitestone undertakes no obligation to update them except as required by law.

Price-Sensitive and Shareholder-Relevant Issues

• Merger Agreement: Potentially transformative transaction with Ares Real Estate funds; may impact share value, governance, and future direction.
• Financial Performance: Significant improvements in revenue, net income, FFO, and NOI may positively affect investor sentiment and share price.
• Governance Enhancements: Updated policies and shareholder rights may make the company more attractive to institutional investors.
• Compensation and Pay-for-Performance: Transparent alignment of executive compensation with performance and market benchmarks.
• Cybersecurity Oversight: Active risk management in a critical area for REITs and public companies.

Contact and Communication

Shareholders and interested parties can contact the Board of Trustees through Whitestone REIT’s Corporate Secretary at 2600 South Gessner Road, Suite 500, Houston, Texas 77063.

Disclaimer: This article is based on Whitestone REIT’s filed 10-K/A for the fiscal year ended December 31, 2025. All financial figures and corporate actions are subject to further validation and change. Investors should perform their own due diligence and consult their financial advisors before making investment decisions. Forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties.

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