Whitestone REIT Shareholders Approve AREG Merger, Reject Executive Pay Plan

Key Points

• Whitestone REIT shareholders approved the company’s merger with AREG Wizard Intermediate LP at a virtual special meeting, satisfying the shareholder approval condition in the April 8, 2026 merger agreement.
• The non-binding executive compensation proposal was rejected, as it did not receive a majority of votes cast by shareholders.
• The adjournment proposal was not needed because the merger won approval; Whitestone said it will file detailed voting results with the SEC in a Form 8-K within four business days.

Shareholders of Whitestone REIT NYSE: WSR approved the company’s proposed merger with and into AREG Wizard Intermediate LP at a virtual special meeting, according to remarks delivered during the meeting by David Holeman, Whitestone’s Chief Executive Officer and Trustee.

The vote clears the shareholder approval condition contained in the merger agreement dated April 8, 2026, Holeman said after preliminary results were reported by Richard L. Leza Jr., a representative of Broadridge Financial Solutions who served as Inspector of Election for the meeting.

“Because Proposal 1 has received the affirmative vote of at least a majority of all the votes entitled to be cast thereon, I declare that Proposal 1 is approved by the shareholders, and the shareholder approval condition in the merger agreement dated April 8, 2026 has been met,” Holeman said.

Shareholder Vote Covers Three Proposals

The special meeting was held for shareholders of record as of the close of business on May 14, 2026. Holeman said all shareholders of record were invited to attend the meeting, which was conducted virtually. He also said the company had received the required documentation related to the meeting notice, mailing of proxy materials and shareholder list.

According to Holeman, Whitestone had 51,393,977 common shares of beneficial interest issued and outstanding and entitled to vote as of the record date. Each share was entitled to one vote.

The agenda included three proposals:

• Approval of the merger of Whitestone with and into AREG Wizard Intermediate LP.
• A non-binding advisory vote on compensation that may be paid or become payable to Whitestone’s named executive officers in connection with the merger.
• Approval of one or more adjournments of the meeting, if necessary or appropriate, including to solicit additional proxies or seek a quorum.

Holeman said the adjournment proposal would not be called if the merger proposal received the required shareholder approval.

Executive Compensation Proposal Fails

Leza reported that Proposal 1 received the affirmative vote of holders of Whitestone common shares entitled to cast a majority of all votes entitled to be cast on the matter.

However, the advisory compensation proposal did not receive approval. Leza said Proposal 2 “has not received the affirmative vote of a majority of the votes cast on such proposal.” Holeman then declared the proposal not approved by shareholders.

The adjournment proposal was not called because the merger proposal was approved. Leza said that if Proposal 3 had been called, it would have received the affirmative vote of a majority of the votes cast on the proposal.

Company to File Detailed Results

Holeman said the final voting results would be incorporated into the minutes of the meeting. He also said Whitestone would file a Form 8-K with the U.S. Securities and Exchange Commission containing the detailed voting results within the next four business days.

After confirming the completion of the meeting’s business, Holeman formally concluded and adjourned the meeting, thanking shareholders for attending and for their support of Whitestone.

About Whitestone REIT NYSE: WSR

Whitestone REIT is a real estate investment trust headquartered in San Antonio, Texas, that specializes in the acquisition, development and management of retail and mixed-use properties. The company's portfolio is concentrated in high-growth Texas markets, including the Dallas–Fort Worth metroplex, Houston, Austin and San Antonio, where it primarily owns open-air neighborhood and community shopping centers. Whitestone REIT focuses on convenience- and necessity-based retail, partnering with grocers, fitness operators, service providers and other essential tenants to drive consistent foot traffic and stable occupancy.

In addition to property ownership, Whitestone REIT provides asset and property management services, leasing expertise and development capabilities.

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