PREM14A

PREM14A 1 d119916dprem14a.htm PREM14A PREM14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

Whitestone REIT

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☐	No fee required.

☐	Fee paid previously with preliminary materials.

☒	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

DATED AS OF MAY 8, 2026

LOGO

2600 South Gessner, Suite 500

Houston, Texas 77063

Dear Shareholder:

You are cordially invited to attend a special meeting of shareholders of Whitestone REIT, a Maryland real estate investment trust (“Whitestone,” the “Company,” “we,” “our,” or “us”), to be held on , 2026, at , Central Time (such meeting, including any adjournment or postponement thereof, the “Special Meeting”). The Special Meeting will be held in virtual format and conducted via a live webcast at http://www.virtualshareholdermeeting.com/WSR2026SM. Please note that you will not be able to attend the Special Meeting physically in person.

At the Special Meeting, you will be asked to consider and vote on the merger (the “Company Merger”) of the Company with and into AREG Wizard Intermediate LP (“Merger Sub”), an affiliate of Ares Real Estate Management Holdings, LLC, as contemplated by the Agreement and Plan of Merger, dated as of April 8, 2026 (as may be amended from time to time, the “Merger Agreement”), by and among us, Whitestone REIT Operating Partnership, L.P. (the “Operating Partnership”), AREG Wizard Parent LP (“Parent”), Merger Sub, and AREG Wizard Operating Partnership LP (“Merger OP”). Pursuant to the terms of, and subject to the satisfaction or waiver of certain conditions set forth in, the Merger Agreement, (i) we will be merged with and into Merger Sub effective as of the effective time of the Company Merger, and (ii) immediately preceding the Company Merger, Merger OP will be merged with and into the Operating Partnership (the “Partnership Merger,” and together with the Company Merger, the “Mergers”). Upon completion of the Company Merger, Merger Sub will survive as a wholly owned subsidiary of Parent and the Company will cease to exist as a separate entity.

If the Company Merger is completed, you will be entitled to receive $19.00 in cash, without interest, for each share of our common shares of beneficial interest, par value $0.001 per share (“Company Common Share”), that you own.

Our board of trustees unanimously (i) determined that the terms of the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of us, our shareholders and the limited partners of the Operating Partnership, (ii) approved, adopted and declared advisable the execution and delivery by us of the Merger Agreement, the performance by us of our covenants and agreements contained therein and the consummation of the Mergers and the other transactions contemplated by the Merger Agreement upon the terms and subject to the conditions contained therein, (iii) directed that the approval of the Company Merger be submitted to our shareholders, and (iv) resolved to recommend that our shareholders approve the Company Merger at the Special Meeting.

At the Special Meeting, you will be asked:

1.	to consider and vote on a proposal to approve the Company Merger (the “Merger Proposal”);

2.	to consider and vote on a non-binding, advisory proposal to approve compensation that may be paid or become payable to our named executive officers in connection with the Company Merger (the “Advisory Merger Compensation Proposal”); and

to consider and vote on a proposal to approve one or more adjournments of the Special Meeting from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal or to seek a quorum if one is not initially obtained (the “Adjournment Proposal”).

Our board of trustees unanimously recommends that you vote (i) “FOR” the Merger Proposal, (ii) “FOR” the Advisory Merger Compensation Proposal, and (iii) “FOR” the Adjournment Proposal.

The accompanying Proxy Statement (the “Proxy Statement”) provides detailed information about the Special Meeting, the Merger Agreement and the Mergers. A copy of the Merger Agreement is attached as Annex A to the

Proxy Statement. The Proxy Statement also describes the actions and determinations of our board of trustees in connection with its evaluation of the Merger Agreement and the Mergers. You are encouraged to read the Proxy Statement and its annexes, including the Merger Agreement, carefully and in their entirety. You may also obtain more information about us from documents we file with the U.S. Securities and Exchange Commission (the “SEC”) from time to time. Only our shareholders of record as of the close of business on , 2026 are entitled to notice of the Special Meeting and to vote at the Special Meeting.

We appreciate you taking the time to vote promptly and encourage you to do so electronically. After reading the Proxy Statement, please authorize a proxy to vote your shares at your earliest convenience over the Internet using the Internet address on the proxy card or by voting by telephone using the toll-free number on the proxy card. If you do not have access to a touch-tone phone or the Internet, you may alternatively authorize a proxy to vote your shares by signing, dating and returning the enclosed proxy card in the enclosed postage-paid envelope. Only your last-dated proxy will be counted, and any proxy may be revoked at any time prior to its exercise at the Special Meeting. If your Company Common Shares are held through a broker, bank or other nominee (i.e., in “street name”), you are considered the beneficial owner of those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares. Without your voting instructions, because of the non-routine nature of the proposals, your broker, bank or other nominee may not vote your shares with respect to any of the proposals. We encourage you to instruct your broker, bank or other nominee to vote your shares “FOR” all of the proposals set forth in the Proxy Statement by following the directions on the enclosed voting instruction form to provide your instructions over the Internet, by telephone or by signing, dating and returning the voting instruction form in the postage-paid envelope provided. Again, we encourage you to vote electronically.

Your vote is very important, regardless of the number of shares that you own. We cannot consummate the Mergers unless the Merger Proposal is approved by the affirmative vote of holders of Company Common Shares entitled to cast a majority of all the votes entitled to be cast thereon. In addition, the Merger Agreement makes the approval of the Merger Proposal by our shareholders a condition to the parties’ obligations to consummate the Mergers. The failure of any shareholder to grant a proxy electronically over the Internet or by telephone, to submit a signed proxy card, or to vote at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Proposal, and will not have any effect on the Advisory Merger Compensation Proposal or Adjournment Proposal. Further, such shareholder’s shares will not be counted for purposes of determining whether a quorum is present for the transaction of business at the Special Meeting. Because the proposals presented to shareholders will be considered non-discretionary, there will not be any broker non-votes at the Special Meeting. Because the Merger Proposal requires the affirmative vote of holders of Company Common Shares entitled to cast a majority of all the votes entitled to be cast at the Special Meeting, the failure to provide your broker, bank or other nominee with voting instructions will have the same effect as a vote “AGAINST” the Merger Proposal. Because the approval of the Advisory Merger Compensation Proposal and the Adjournment Proposal each requires the affirmative vote of a majority of the votes cast on such proposal, and because your broker, bank or other nominee does not have discretionary authority to vote on either proposal, the failure to provide your broker, bank or other nominee with voting instructions will have no effect on approval of either proposal, assuming a quorum is present.

The Company encourages you to read the accompanying Proxy Statement in its entirety and to submit a proxy or voting instructions so that your Company Common Shares will be represented and voted even if you do not attend the Special Meeting. If you have any questions about the Proxy Statement, the Special Meeting, the Merger Agreement or the Mergers or need assistance with voting procedures, please contact Alliance Advisors, LLC, our proxy solicitor, by calling +1 866-206-7597 (toll-free).

On behalf of our board of trustees, I thank you for your support and appreciate your consideration of this matter.


Sincerely,

David K. Holeman
Chief Executive Officer and Trustee

The Proxy Statement is dated , 2026 and, together with the enclosed form of proxy card, is first being mailed to our shareholders on or about , 2026.

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

DATED AS OF MAY 8, 2026

LOGO

2600 South Gessner, Suite 500

Houston, Texas 77063

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

YOUR VOTE IS VERY IMPORTANT.

PLEASE VOTE YOUR SHARES PROMPTLY.

A special meeting of shareholders of Whitestone REIT, a Maryland real estate investment trust (“Whitestone,” the “Company,” “we,” “our,” or “us”), will be held on , 2026, at , Central Time (such meeting, including any adjournment or postponement thereof, the “Special Meeting”). The Special Meeting will be held in virtual format and conducted via a live webcast at http://www.virtualshareholdermeeting.com/WSR2026SM. Please note that you will not be able to attend the Special Meeting physically in person.

On April 8, 2026, the Company, Whitestone REIT Operating Partnership, L.P. (the “Operating Partnership”), AREG Wizard Parent LP (“Parent”), AREG Wizard Intermediate LP (“Merger Sub”), and AREG Wizard Operating Partnership LP (“Merger OP”), entered into an Agreement and Plan of Merger (as may be amended from time to time, the “Merger Agreement”) a copy of which is attached as Annex A to the proxy statement (the “Proxy Statement”) accompanying this notice. Pursuant to the terms of, and subject to the satisfaction or waiver of certain conditions set forth in, the Merger Agreement, (i) we will be merged with and into Merger Sub (the “Company Merger”), and (ii) immediately preceding the Company Merger, Merger OP will be merged with and into the Operating Partnership (the “Partnership Merger,” and together with the Company Merger, the “Mergers”).

The Special Meeting will be held for the following purposes:

1.	to consider and vote on a proposal to approve the Company Merger (the “Merger Proposal”);

2.	to consider and vote on a non-binding, advisory proposal to approve compensation that may be paid or become payable to our named executive officers in connection with the Company Merger (the “Advisory Merger Compensation Proposal”); and

The foregoing items of business are more fully described in the attached Proxy Statement, which forms a part of this notice and is incorporated herein by reference. Only our shareholders of record as of the close of business on , 2026 are entitled to notice of the Special Meeting and to vote at the Special Meeting.

The affirmative vote of holders of our common shares of beneficial interest, par value $0.001 per share (“Company Common Shares”), entitled to cast a majority of all the votes entitled to be cast thereon is required to approve the Merger Proposal. The affirmative vote of a majority of the votes cast by the holders of the Company Common Shares present or represented by proxy at the Special Meeting, provided a quorum is present, is required to approve the Advisory Merger Compensation Proposal and the Adjournment Proposal. The failure of any shareholder of record to grant a proxy electronically over the Internet or by telephone, submit a signed proxy card, or to vote by virtual ballot at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Proposal and will not have any effect on the Advisory Merger Compensation Proposal or Adjournment Proposal. Abstentions will be counted as votes “AGAINST” the proposal to approve the Company Merger but will have no effect on the Advisory Merger Compensation Proposal or Adjournment Proposal. Because the

proposals presented to shareholders will be considered non-discretionary, there will not be any broker non-votes at the Special Meeting. Broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting, and otherwise will have no effect on the Advisory Merger Compensation Proposal or Adjournment Proposal, assuming a quorum is present.

Under Maryland law, because our Company Common Shares were listed on the New York Stock Exchange at the close of business on the record date, you do not have any appraisal rights, dissenters’ rights or the rights of an objecting shareholder in connection with the Company Merger. In addition, our shareholders may not exercise any appraisal rights, dissenters’ rights or the rights of an objecting shareholder to receive the fair value of the shareholder’s Company Common Shares in connection with the Company Merger because, as permitted by Maryland law, our declaration of trust provides that shareholders are not entitled to exercise such rights unless our board of trustees (our “Board”) determines that appraisal rights apply, which our Board has not done.

Our Board unanimously recommends that you vote (i) “FOR” the Merger Proposal; (ii) “FOR” the Advisory Merger Compensation Proposal, and (iii) “FOR” the Adjournment Proposal.


By order of our Board of Trustees,

Peter A. Tropoli
General Counsel and Corporate Secretary

, 2026

IMPORTANT

Your vote is extremely important. Whether or not you plan to attend the Special Meeting and regardless of the number of shares you own, we urge you to vote promptly “FOR” each of the proposals.

If you have any questions about submitting your proxy card or otherwise require assistance, please contact:

Alliance Advisors, LLC

The Overlook Corporate Center

150 Clove Road, Suite 400

Little Falls Township, New Jersey 07424

Call Toll-Free: 866-206-7597

Email: WSR@allianceadvisors.com

TABLE OF CONTENTS


SUMMARY			1
The Parties to the Mergers			1
The Special Meeting			3
The Mergers			5
Recommendation of our Board of Trustees and Reasons for the Mergers			6
Opinion of Our Financial Advisor			6
Treatment of Company Common Shares and Company Equity Awards			6
Treatment of Interests in the Operating Partnership			7
Interests of Our Trustees and Executive Officers in the Mergers			8
Financing of the Mergers			8
Material U.S. Federal Income Tax Consequences			8
Regulatory Matters			9
Restriction on Solicitation of Other Offers			9
Adverse Recommendation Change			9
Agreement to Take Certain Actions			11
Conditions to

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SEC Form PREM14A filed by Whitestone REIT