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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 Or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 12, 2025

Whitestone REIT

(Exact name of registrant as specified in charter)

Maryland		001-34855		76-0594970
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2600 South Gessner, Suite 500
Houston, Texas		77063
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (713) 827-9595

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule #14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares of Beneficial Interest, par value $0.001 per share	WSR	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On December 15, 2025, Whitestone REIT issued a press release announcing receipt of $33.4 million payment under the Pillarstone Settlement Agreement. A copy of the press release is furnished herewith as Exhibit 99.1.

The information in Item 7.01 of this Form 8-K, as well as Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended, (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act, of 1933, as amended (the “Securities Act”), or the Exchange Act, expect as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit

99.1		Press release of Whitestone REIT, dated December 15, 2025

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Whitestone REIT
		(Registrant)


Date:	December 15, 2025	By: /s/ John S. Hogan
		Name: John S. Hogan
		Title: Chief Financial Officer

EX-99.1 2 ex_899149.htm EXHIBIT 99.1 ex_899149.htm

Exhibit 99.1

Whitestone REIT Receives $33.4 Million Payment From Pillarstone Settlement Agreement

December 15, 2025 – On December 12th, Whitestone REIT (NYSE: WSR), a neighborhood-focused owner and operator of open-air shopping centers in Texas and Arizona, received $33.4 million from Pillarstone Capital REIT Operating Partnership, L.P. (the “Partnership”) following the Bankruptcy court’s, approval of a settlement agreement under Bankruptcy Rule 9019.

The settlement agreement directs the Partnership to distribute all funds remaining after the payment of $4.05 million to Pillarstone Capital REIT and a reserve of $2.5 million for claims, taxes and administrative expenses to Whitestone.

Remaining in the Pillarstone estate, after the $33.4 million distribution to Whitestone and the $4.05 million distribution to Pillarstone Capital REIT, is approximately $4.0 million in cash and $2.5 million in reserves. Whitestone expects to receive the $4.0 million in cash and any excess from the $2.5 million in reserves in 2026. These amounts are in addition to a $13.6 million payment made to Whitestone in November related to Whitestone’s secured claim for the Uptown Tower guaranty payment.

“Our focus has been and will continue to be on leveraging our differentiators to deliver consistent long-term 5 – 7% annual Core FFO per share growth for shareholders. The settlement and subsequent payments strengthen Whitestone’s balance sheet as we head into 2026,” said Whitestone CEO Dave Holeman.

On Friday, December 12, Whitestone paid down the Company’s revolver balance by $33.4 million.

Since the end of the third quarter, Whitestone has acquired two properties (World Cup Plaza and Ashford Village) which the company anticipates will enhance growth via remerchandising opportunities. In addition, Whitestone disposed of one property (Kempwood Plaza) where significant value was created prior to disposition.

About Whitestone REIT

Whitestone REIT (NYSE: WSR) is a community-centered real estate investment trust (REIT) that acquires, owns, operates, and develops open-air, retail centers located in some of the fastest growing markets in the country: Phoenix, Austin, Dallas-Fort Worth, Houston and San Antonio.

Our centers are convenience focused: merchandised with a mix of service-oriented tenants providing food (restaurants and grocers), self-care (health and fitness), services (financial and logistics), education and entertainment to the surrounding communities. The Company believes its strong community connections and deep tenant relationships are key to the success of its current centers and its acquisition strategy. For additional information, please visit the Company's investor relations website.

Contacts:

For Whitestone REIT – Investors

David Mordy

(713) 435-2219

ir@whitestonereit.com

For Whitestone REIT – Media:

Matthew Chudoba

WhitestonePR@icrinc.com