Ares completes $1.7B acquisition of Whitestone REIT at $19/share; company delisted

Concurrently with the closing of the Mergers, the Company repaid all outstanding obligations due under that certain Fourth Amended and Restated Credit Agreement (the “A&R Credit Agreement”), dated September 19, 2025, by and among the Operating Partnership, the guarantors from time to time parties thereto, the several financial institutions from time to time party thereto and Bank of Montreal, as administrative agent, and terminated the A&R Credit Agreement in accordance with its terms.

Concurrently with the closing of the Mergers, the Company repaid all outstanding obligations due under that certain Loan Agreement (the “Nationwide Loan”), dated June 21, 2024, by and among Whitestone Strand LLC, Whitestone Las Colinas Village LLC, Whitestone Seville LLC, and Nationwide Life Insurance Company, and terminated the Nationwide Loan in accordance with its terms.

Concurrently with the closing of the Mergers, the Company repaid all outstanding obligations due under that certain  Note Purchase and Guaranty Agreement, dated March 22, 2019, by and among the Operating Partnership, the Company, the Initial Subsidiary Guarantors named therein, and the Purchasers named therein, as amended by that certain First Amendment to Note Purchase and Guaranty Agreement, dated December 16, 2022 (the “Notes”), and terminated the Notes in accordance with their terms.

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.

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.

on July 14, 2026, the Company (i) notified the New York Stock Exchange (“NYSE”) that the Mergers were completed and (ii) submitted a request to NYSE for NYSE to cease trading of the Company Common Shares on NYSE, to suspend the listing of the Company Common Shares and to file with the SEC an application on Form 25 to delist the Company Common Shares from NYSE and deregister the Company Common Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, trading of Company Common Shares on NYSE was suspended on July 14, 2026.

The Surviving Company intends to file with the SEC a certification on Form 15 with respect to the Company Common Shares requesting the deregistration of the Company Common Shares under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03.

Material Modifications to Rights of Security Holders.

The information set forth in the Introductory Note, Item 2.01, Item 3.01,

On July 14, 2026, Cary Wood notified Whitestone REIT (the "Company") of his resignation from the Company's Board of Trustees (the "Board"), effective July 14, 2026. Mr. Wood's resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

As a result of the consummation of the Company Merger, a change of control of the Company occurred, and the Company merged with and into Merger Sub, the separate existence of the Company ceased, and Merger Sub survived as a wholly owned subsidiary of Parent.

Pursuant to the terms of the Merger Agreement, as of the Company Merger Effective Time, Amy S. Feng, Julia B. Buthman, Kristian M. Gathright, David K. Holeman, Jeffrey A. Jones, and Donald A. Miller ceased serving as members of the Company’s board of trustees and each committee thereof. These resignations were in connection with the Mergers and not a result of any disagreements between the Company and the resigning trustees on any matter relating to the Company’s operations, policies or practices.

In addition, at the Company Merger Effective Time, in accordance with the Merger Agreement, the officers of Merger Sub immediately prior to the Company Merger Effective Time became the officers of the Surviving Company.

By operation of law and in accordance with the Merger Agreement, as of the Company Merger Effective Time, the certificate of limited partnership of Merger Sub, as in effect immediately prior to the Company Merger Effective Time, became the certificate of limited partnership of the Surviving Company and the limited partnership agreement of Merger Sub, as in effect immediately prior to the Company Merger Effective Time, became the limited partnership agreement of the Surviving Company.

On July 14, 2026, Parent issued a press release announcing the closing of the Mergers.

The transaction expands Ares Real Estate’s portfolio with 54 high-quality, convenience-focused retail properties totaling approximately 4.8 million square feet across fast-growing markets in the United States, including Phoenix, Austin, Dallas-Fort Worth, Houston and San Antonio.

With the completion of the acquisition, Whitestone will no longer be traded or listed on any public securities exchange.