# Whitestone REIT (WSR)

Informational only - not investment advice.

CIK: 0001175535
SIC: 6798 Real Estate Investment Trusts
SIC breadcrumb: [Finance, Insurance, And Real Estate](/division/H/) > [Holding And Other Investment Offices](/major-group/67/) > [SIC 6798 Real Estate Investment Trusts](/industry/6798/)
Latest 10-K filed: 2026-03-06
SEC page: https://www.sec.gov/edgar/browse/?CIK=1175535
Filing source: https://www.sec.gov/Archives/edgar/data/1175535/000143774926007232/wstr20251231_10k.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 160859000 | USD | 2025 | 2026-03-06 |
| Net income | 49926000 | USD | 2025 | 2026-03-06 |
| Assets | 1171263000 | USD | 2025 | 2026-03-06 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001175535.json. Derived margins are computed from the extracted annual SEC facts.

| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue | 104,437,000 | 125,959,000 | 119,863,000 | 119,251,000 | 117,915,000 | 125,365,000 | 139,421,000 | 146,969,000 | 154,282,000 | 160,859,000 |
| Net income | 7,931,000 | 8,334,000 | 21,431,000 | 23,683,000 | 6,034,000 | 12,048,000 | 35,270,000 | 19,180,000 | 36,893,000 | 49,926,000 |
| Diluted EPS | 0.26 | 0.22 | 0.52 | 0.57 | 0.14 | 0.26 | 0.71 | 0.38 | 0.72 | 0.95 |
| Assets | 855,209,000 | 1,070,168,000 | 1,028,872,000 | 1,056,260,000 | 1,045,002,000 | 1,102,090,000 | 1,102,767,000 | 1,113,239,000 | 1,134,639,000 | 1,171,263,000 |
| Liabilities | 587,566,000 | 711,764,000 | 669,722,000 | 703,162,000 | 706,676,000 | 703,052,000 | 678,313,000 | 693,622,000 | 690,805,000 | 707,403,000 |
| Stockholders' equity | 255,687,000 | 347,604,000 | 350,456,000 | 345,317,000 | 332,083,000 | 392,783,000 | 418,448,000 | 413,742,000 | 438,153,000 | 458,090,000 |
| Cash and cash equivalents | 4,168,000 | 5,005,000 | 13,658,000 | 15,530,000 | 25,777,000 | 15,721,000 | 6,166,000 | 4,572,000 | 5,224,000 | 4,888,000 |
| Net margin | 7.59% | 6.62% | 17.88% | 19.86% | 5.12% | 9.61% | 25.30% | 13.05% | 23.91% | 31.04% |

## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001175535.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2022-Q2 | 2022-06-30 |  |  | 0.09 | reported discrete quarter |
| 2022-Q3 | 2022-09-30 |  |  | 0.08 | reported discrete quarter |
| 2023-Q1 | 2023-03-31 |  |  | 0.08 | reported discrete quarter |
| 2023-Q2 | 2023-06-30 | 36,460,000 | 11,306,000 | 0.22 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 37,134,000 | 2,486,000 | 0.05 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 37,524,000 | 1,541,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2024-Q1 | 2024-03-31 | 37,164,000 | 9,340,000 | 0.18 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 37,647,000 | 2,592,000 | 0.05 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 38,633,000 | 7,624,000 | 0.15 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 40,838,000 | 17,337,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2025-03-31 | 38,003,000 | 3,701,000 | 0.07 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 37,892,000 | 5,054,000 | 0.10 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 41,048,000 | 18,333,000 | 0.35 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 43,916,000 | 22,838,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2026-03-31 | 41,386,000 | 4,142,000 | 0.08 | reported discrete quarter |

## Macro Cross-References
- [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- [UNRATE](/indicator/UNRATE/): Unemployment Rate
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit
- [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit
- [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food
- [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy
- [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter
- [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index
- [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
- [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate
- [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm
- [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate
- [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio
- [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed
- [CE16OV](/indicator/CE16OV/): Employment Level
- [ICSA](/indicator/ICSA/): Initial Claims
- [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm
- [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm
- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
- [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period
- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units
- [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade
- [PCE](/indicator/PCE/): Personal Consumption Expenditures
- [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income
- [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate
- [M2SL](/indicator/M2SL/): M2
- [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance
- [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States
- [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States
- [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States
- [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States
- [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States
- [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized
- [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized
- [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks
- [GDP](/indicator/GDP/): Gross Domestic Product
- [GPDI](/indicator/GPDI/): Gross Private Domestic Investment
- [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment
- [PCEC](/indicator/PCEC/): Personal Consumption Expenditures
- [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services
- [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt
- [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit
- [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts
- [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures
- [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing
- [USCONS](/indicator/USCONS/): All Employees, Construction
- [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade
- [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities
- [USGOVT](/indicator/USGOVT/): All Employees, Government
- [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private
- [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods
- [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- [BUSINV](/indicator/BUSINV/): Total Business Inventories
- [EXPGS](/indicator/EXPGS/): Exports of Goods and Services
- [IMPGS](/indicator/IMPGS/): Imports of Goods and Services
- [IR](/indicator/IR/): Import Price Index (End Use): All Commodities
- [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1175535/000143774926015260/wstr20260331_10q.htm

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization.
Confidence: high
Filing date: 2026-05-06
Report date: 2026-03-31

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations. 

You should read the following discussion of our financial condition and results of operations in conjunction with our unaudited consolidated financial statements and the notes thereto included in this Quarterly Report on Form 10-Q (this “Report”), and the consolidated financial statements and the notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the year ended December 31, 2025.  For more detailed information regarding the basis of presentation for the following information, you should read the notes to the unaudited consolidated financial statements included in this Report.

Forward-Looking Statements

This Report contains forward-looking statements within the meaning of the federal securities laws, including discussion and analysis of our financial condition, pending acquisitions and the impact of such acquisitions on our financial condition and results of operations, anticipated capital expenditures required to complete projects, amounts of anticipated cash distributions to our shareholders in the future and other matters.  These forward-looking statements are not historical facts but are the intent, belief or current expectations of our management based on its knowledge and understanding of our business and industry.  Forward-looking statements are typically identified by the use of terms such as “may,” “will,” “should,” “potential,” “predicts,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates” or the negative of such terms and variations of these words and similar expressions, although not all forward-looking statements include these words.  These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.

Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false.  You are cautioned not to place undue reliance on forward-looking statements, which reflect our management’s view only as of the date of this Report.  We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.

Factors that could cause actual results to differ materially from any forward-looking statements made in this Report include:

•

the imposition of federal income taxes if we fail to qualify as a real estate investment trust (“REIT”) in any taxable year or forego an opportunity to ensure REIT status;

•

uncertainties related to the national economy and the real estate industry, both in general and in our specific markets;

•

legislative or regulatory changes, including changes to laws governing REITs;

•

adverse economic or real estate developments or conditions in Texas or Arizona, Houston, Dallas, and Phoenix in particular, including the potential impact of inflation or public health emergencies on our tenants’ ability to pay their rent, which could result in bad debt allowances or straight-line rent reserve adjustments;

•

our current geographic concentration in the Houston, Dallas, and Phoenix metropolitan area markets makes us susceptible to potential local economic downturns;

•

increases in interest rates, including as a result of inflation, which may increase our operating costs or general and administrative expenses;

•

natural disasters, such as floods and hurricanes, which may increase as a result of climate change may adversely affect our returns and adversely impact our existing and prospective tenants;

•

increasing focus by stakeholders on environmental, social and governance matters;

•

financial institution disruptions;

•

availability and terms of capital and financing, both to fund our operations and to refinance our indebtedness as it matures;

•

decreases in rental rates or increases in vacancy rates;

•

harm to our reputation, ability to do business and results of operations as a result of improper conduct by our employees, agents or business partners;

•

litigation risks;

•

lease-up risks, including leasing risks arising from exclusivity and consent provisions in leases with significant tenants;

•

our inability to renew tenant leases or obtain new tenant leases upon the expiration of existing leases;

•

risks related to generative artificial intelligence tools and language models, along with the potential interpretations and conclusions they might make regarding our business and prospects, particularly concerning the spread of misinformation;

•

our inability to generate sufficient cash flows due to market conditions, competition, uninsured losses, changes in tax or other applicable laws;

•

geopolitical instability, such as the ongoing conflict between Russia and Ukraine, the conflict in the Gaza Strip and unrest in the Middle East;

•

the need to fund tenant improvements or other capital expenditures out of our operating cash flow;

•

the risk that we are unable to raise capital for working capital, acquisitions or other uses on attractive terms or at all;

•

disruptions to our business and financial results as a result of shareholder activism efforts or unsolicited offers from third-parties;

•

delays in or failure to complete the Mergers (as defined herein), whether due to an inability by either party to satisfy one or more conditions to closing, the occurrence of events or changes in circumstances that give rise to the termination of the Merger Agreement (as defined herein) by either party, or otherwise;

•

the failure to satisfy any of the conditions to the consummation of the Mergers, including the approval of the Company Merger by the Company’s shareholders;

•

the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, including in circumstances requiring the Company to pay a termination fee;

•

the effect of the announcement or pendency of the proposed Mergers on the Company’s business relationships, including relationships with tenants and suppliers, operating results and business generally;

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•

risks that the proposed transaction disrupts the Company’s current plans and operations;

•

the Company’s ability to retain and hire key personnel in light of the proposed Mergers or otherwise;

•

risks related to diverting management’s attention from the Company’s ongoing business operations, unexpected costs, charges or expenses resulting from the proposed transaction;

•

potential litigation or other proceedings relating to the Mergers that could be instituted against the parties to the Merger Agreement, including the Company the Operating Partnership, or their affiliates, respective directors, managers or officers, including the costs of such proceedings and the effects of any outcomes related thereto;

•

continued availability of capital and financing and rating agency actions;

•

certain restrictions during the pendency of the transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions;

•

unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, war, hostilities, epidemics or pandemics, as well as management’s response to any of the aforementioned factors, and their potential to disrupt or delay the closing of the transactions; and

•

the possible failure of the Company to maintain its qualification as a REIT and the risk of changes in laws affecting REITs.

The forward-looking statements should be read in light of these factors and the factors identified in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2025, as previously filed with the Securities and Exchange Commission (“SEC”).

Overview 

We are a fully-integrated real estate company that owns and operates commercial properties in culturally diverse markets in major metropolitan areas. Founded in 1998, we are internally managed with a portfolio of commercial properties in Texas and Arizona.

In October 2006, we adopted a strategic plan to acquire, redevelop, own and operate Community Centered Properties®.  We define Community Centered Properties® as visibly located properties in established or developing culturally diverse neighborhoods in our target markets. We market, lease and manage our centers to match tenants with the shared needs of the surrounding neighborhood.  Those needs may include specialty retail, grocery, restaurants and medical, educational and financial services.  Our goal is for each property to become a Whitestone-branded retail community that serves a neighboring five-mile radius around our property.  We employ and develop a diverse group of associates who understand the needs of our multi-cultural communities and tenants.

We serve as the general partner of the Operating Partnership, which was formed on December 31, 1998 as a Delaware limited partnership. We currently conduct substantially all of our operations and activities through the Operating Partnership. As the general partner of the Operating Partnership, we have the exclusive power to manage and conduct the business of the Operating Partnership, subject to certain customary exceptions.

Entry into Merger Agreement

On April 8, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Operating Partnership, AREG Wizard Parent LP (“Parent”), AREG Wizard Intermediate LP (“Merger Sub”), and AREG Wizard Operating Partnership LP (“Merger OP” and, collectively with Parent and Merger Sub, the “Parent Parties”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein and in accordance with Maryland REIT Law and the Delaware Revised Uniform Limited Partnership Act, Merger OP will merge with and into the Operating Partnership (the “Partnership Merger”), and, immediately following the Partnership Merger, the Company will merge with and into Merger Sub (the “Company Merger” and, together with the Partnership Merger, the “Mergers”). Upon completion of the Partnership Merger, the Operating Partnership will survive, and the separate existence of Merger OP will cease. Upon completion of the Company Merger, Merger Sub will survive (the “Surviving Company”) as a wholly owned subsidiary of Parent, and the separate existence of the Company will cease.

The Merger Agreement was unanimously approved by the Company’s Board of Trustees and is subject to certain customary closing conditions, including the approval of the Company Merger by the Company’s shareholders. For more information regarding the previously announced Mergers, see Note 18 to the accompanying Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

Portfolios

As of March 31, 2026, we wholly owned 57 commercial properties consisting of:

Consolidated Operating Portfolio

•

52 wholly owned properties that meet our Community Centered Properties® strategy, including one land parcel subject to a ground lease, containing approximately 4.9 million square feet of gross leasable area (“GLA”) and having a total carrying amount (net of accumulated depreciation) of $1.07 billion; and

Redevelopment, New Acquisitions Portfolio

•

five parcels of land held for future development that meet our Community Centered Properties® strategy having a total carrying value of $23.7 million.

As of March 31, 2026, we had an aggregate of 1,448 tenants.  We have a diversified tenant base with our largest tenant comprising only 2.1% of our annualized rental revenues for the three months ende

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization.
Confidence: high

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion of our financial condition and results of operations in conjunction with our audited consolidated financial statements and the notes thereto included in this Annual Report on Form 10-K.  For more detailed information regarding the basis of presentation for the following information, you should read the notes to our audited consolidated financial statements included in this Annual Report on Form 10-K.

Overview of Our Company

We are a fully integrated real estate company that owns and operates commercial properties in culturally diverse markets in major metropolitan areas.  Founded in 1998, we are internally managed with a portfolio of commercial properties in Texas and Arizona.

In October 2006, we adopted a strategic plan to acquire, redevelop, own and operate Community Centered Properties®.  We define Community Centered Properties® as visibly located properties in established or developing culturally diverse neighborhoods in our target markets.  We market, lease, and manage our centers to match tenants with the shared needs of the surrounding neighborhood.  Those needs may include specialty retail, grocery, restaurants and medical, educational and financial services.  Our goal is for each property to become a Whitestone-branded retail community that serves a neighboring five-mile radius around our property.  We employ and develop a diverse group of associates who understand the needs of our multicultural communities and tenants.

As of December 31, 2025, we wholly-owned 56 commercial properties consisting of:

Consolidated Operating Portfolio

•

51 properties that meet our Community Centered Properties® strategy; and containing approximately 4.9 million square feet of GLA and having a total carrying amount (net of accumulated depreciation) of $1.07 Billion; and

Redevelopment, New Acquisitions Portfolio

•

five parcels of land held for future development that meet our Community Centered Properties® strategy having a total carrying amount of $23.6 million.

As of December 31, 2025, we had an aggregate of 1,458 tenants.  We have a diversified tenant base with our largest tenant comprising only 2.1% of our total revenues for the year ended December 31, 2025.  Lease terms for our properties range from less than one year for smaller tenants to more than 15 years for larger tenants.  Our leases generally include minimum monthly lease payments and tenant reimbursements for taxes, insurance and maintenance.  We completed 272 new and renewal leases during 2025, totaling 786,636 square feet and $112.5 million in total lease value.

We had 72 employees as of December 31, 2025.  As an internally managed REIT, we bear our own expenses of operations, including the salaries, benefits and other compensation of our employees, office expenses, legal, accounting and investor relations expenses and other overhead costs.

Real Estate Partnership

As of December 31, 2025, our ownership in Pillarstone Capital REIT Operating Partnership LP (“Pillarstone” or “Pillarstone OP”) no longer represents a majority interest. On January 25, 2024, we exercised a notice of redemption for substantially all of our investment in Pillarstone OP. On March 4, 2024, Pillarstone Capital REIT (“Pillarstone REIT”) authorized and filed a Chapter 11 bankruptcy (the “Pillarstone Bankruptcies”) of itself, Pillarstone OP, and all of its remaining special purpose entities in the United States Bankruptcy Court for the Northern District of Texas (the “Bankruptcy Court”). We filed a claim in the “Pillarstone Bankruptcies” for the value of our redemption claim along with interest and other costs. On December 12, 2025, we received $33.4 million dollars from Pillarstone OP pursuant to a settlement agreement approved by the Bankruptcy court under Bankruptcy Rule 9019. The settlement agreement directs Pillarstone OP to distribute to us all funds remaining after a payment of $4.05 million to Pillarstone REIT and a reserve of $2.5 million for claims, taxes and administrative expenses. After the $4.05 million payment is made to Pillarstone REIT, we expect to receive approximately $4.0 million in cash and any excess from the $2.5 million in reserves in 2026.

27

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Market Conditions 

Inflation

We anticipate that the majority of our leases will continue to be triple-net leases or otherwise provide that tenants pay for increases in operating expenses and will contain provisions that we believe will mitigate the effect of inflation. In addition, many of our leases are for terms of less than five years, which allows us to adjust rental rates to reflect inflation and other changing market conditions when the leases expire. Consequently, increases due to inflation, as well as ad valorem tax rate increases, generally do not currently have a significant adverse effect upon our operating results.

Rising Interest Rates

As of December 31, 2025, $51.8 million, or approximately 8% of our outstanding debt, was subject to floating interest rates of Secured Overnight Financing Rate (“SOFR”) plus 1.30% to 1.90% not currently subject to a hedge. The impact of a 1% increase or decrease in interest rates on our non-hedged variable rate debt would result in a decrease or increase of annual net income of approximately $0.5 million, respectively.

Refer to “Item 1A - Risk Factors” in this Annual Report on Form 10-K for additional information.

How We Derive Our Revenue

Substantially all of our revenue is derived from rents received from leases at our properties. We had total revenues of approximately $161 million for the year ended December 31, 2025 as compared to $154.3 million for the year ended December 31, 2024, an increase of $7 million. 

Known Trends in Our Operations; Outlook for Future Results

Rental Income 

We expect our rental income to increase year-over-year due to the addition of properties and rent increases on renewal leases. The amount of net rental income generated by our properties depends principally on our ability to maintain the occupancy rates of currently leased space and to lease currently available space, newly acquired properties with vacant space, and space available from unscheduled lease terminations. The amount of rental income we generate also depends on our ability to maintain or increase rental rates in our submarkets. Included in our adjustments to rental revenue for the years ending December 31, 2025 and 2024, were bad debt adjustments of $0.03 million and $0.2 million, respectively, and a straight-line rent reserve adjustments of $0.1 million and $0.05 million, respectively, related to credit loss for the conversion of seven and 11 tenants, respectively, to cash basis revenue as a result of collectability analysis. 

Scheduled Lease Expirations

We tend to lease space to smaller businesses that desire shorter term leases. As of December 31, 2025, approximately 29% of our GLA was subject to leases that expire prior to December 31, 2027.  Over the last three years, we have renewed expiring leases with respect to approximately 75% of our GLA. We routinely seek to renew leases with our existing tenants prior to their expiration and typically begin discussions with tenants as early as 18 months prior to the expiration date of the existing lease. Inasmuch as our early renewal program and other leasing and marketing efforts target these expiring leases, we hope to re-lease most of that space prior to expiration of the leases. In the markets in which we operate, we obtain and analyze market rental rates through review of third-party publications, which provide market and submarket rental rate data and through inquiry of property owners and property management companies as to rental rates being quoted at properties that are located in close proximity to our properties and we believe display similar physical attributes as our nearby properties. We use this data to negotiate leases with new tenants and renew leases with our existing tenants at rates we believe to be competitive in the markets for our individual properties. Due to the short term nature of our leases, and based upon our analysis of market rental rates, we believe that, in the aggregate, our current leases are at market rates. Market conditions, including new supply of properties and competition, and macroeconomic conditions in our markets and nationally affecting tenant income, such as employment levels, business conditions, interest rates, tax rates, fuel and energy costs and other matters, could adversely impact our renewal rate and/or the rental rates we are able to negotiate. We continue to monitor our tenants’ operating performances as well as overall economic trends to evaluate any future negative impact on our renewal rates and rental rates, which could adversely affect our cash flow and ability to make distributions to our shareholders.

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Property Acquisitions and Dispositions 

We seek to acquire commercial properties in high-growth markets. Our acquisition targets are properties that fit our Community Centered Properties® strategy, primarily in and around Phoenix, Dallas, San Antonio and Houston.  We may acquire properties in other high growth metropolitan areas in the future. We have extensive relationships with community banks, attorneys, title companies and others in the real estate industry, which we believe enables us to take advantage of these market opportunities and maintain an active acquisition pipeline. We market, lease and manage our centers to match tenants with the shared needs of the surrounding neighborhood.  Those needs may include specialty retail, grocery and restaurants as well as medical, educational and financial services.  Our goal is for each property to become a Whitestone-branded business center or retail community that serves a neighboring five-mile radius around each property.

Property Acquisitions.

On November 6, 2025, we acquired World Cup Plaza, a property that meets our Community Centered Property® strategy, for $34.1 million in cash and net prorations. World Cup Plaza, a 90,391 square foot property, was 87% leased at the time of purchase and is located in Frisco, Texas. The acquisition was funded with a combination of borrowings under the Company’s revolving credit facility and the assumption of mortgage indebtedness secured by the property.

On October 31, 2025, we acquired Ashford Village, a property that meets our Community Centered Property® strategy, for $21.7 million in cash and net prorations. Ashford Village, a 81,519 square foot property, was 99.6% leased at the time of purchase and is located in Houston, Texas. The funding for this acquisition was provided by our credit facility.

On July 11, 2025, we acquired 1730 S Val Vista, a pad that meets our Community Centered Property® strategy, for $3.5 million in cash and net prorations. 1730 S Val Vista is located in Mesa, Arizona. The funding for this acquisition was provided by our credit facility.

              On June 16, 2025, we acquired South Hulen Shopping Center, a property that meets our Community Centered Property® strategy, for $32.4 million in cash and net prorations. South Hulen Shopping Center, a 86,907 square foot property, was 96.4% leased at the time of purchase and is located in Fort Worth, Texas. The funding for this acquisition was provided by our credit facility.

On May 5, 2025, we acquired San Clemente, a property that meets our Community Centered Property® strategy, for $12 million in cash and net prorations. San Clemente, a 31,832 square foot property, was 85.8% leased at the time of purchase and is located in Austin, Texas. The funding for this acquisition was partially obtained through a 1031 exchange transaction, utilizing the proceeds from the sale of our Providence property in accordance with Section 1031 of the Internal Revenue Code.

On December 12, 2024, we acquired Village Shops at Dana Park, a property that meets our Community Centered Property® strategy, for $5.6 million in cash and net prorations. Village Shops at Dana Park, a 10,128 square foot property, was 100% leased at the time of purchase and is located in the Mesa submarket of Phoenix, Arizona. The funding for this acquisition was partially obtained through a 1031 exchange transaction, utilizing the proceeds from the sale of our Providence property in accordance with Section 1031 of the Internal Revenue Code.

On April 5, 2024, we acquired Scottsdale Commons, a property that meets our Community Centered Property® strategy, for $22.2 million in cash and net prorations. Scottsdale Commons, a 69,482 square foot property, was 96.6% leased at the time of purchase and is located in Scottsdale, Arizona. The funding for this acquisition was provided by the Company’s credit facility.

On April 1, 2024, we acquired Anderson Arbor Pad, a development parcel that meets our Community Centered Property® strategy, for $0.9 million in cash and net prorations. Anderson Arbor Pad is located in Austin, Texas. The funding for this acquisition was provided by the Company’s credit facility.

On February 20, 2024, we acquired Garden Oaks Shopping Center, a property that meets our Community Centered Property® strategy, for $27.2 million in cash and net prorations. Garden Oaks Shopping Center, a 106,858 square foot property, was 95.8% leased at the time of purchase and is located in Houston, Texas. The funding for this acquisition was provided by the Company’s credit facility.

On June 12, 2023, we acquired Arcadia Towne Center, a property that meets our Community Centered Property® strategy, for $25.5 million in cash and net prorations. Arcadia Towne Center, a 69,503 square foot property, was 100% leased at the time of purchase and is located in Phoenix, Arizona. The funding for this acquisition was provided by the Company’s credit facility.

Property Dispositions. We seek to continually upgrade our portfolio by opportunistically selling properties that do not have the potential to meet our Community Centered Property® strategy and redeploying the sale proceeds into properties that better fit our strategy. Some of our properties that we own may not fit our Community Centered Property® strategy, and we may look for opportunities to dispose of these properties as we continue to execute our strategy.

On December 4, 2025, we completed the sale of Kempwood Plaza, located in Houston, Texas, for $18.6 million. We recorded a gain on sale of $15.8 million.         

On September 25, 2025, we completed the sale of Sugar Park Plaza, located in Houston, Texas, for $20.8 million. We recorded a gain on sale of $14.0 million. 

On June 27, 2025, we completed the sale of Woodlake Plaza, located in Houston, Texas, for $4.5 million. We recorded a gain on sale of $0.2 million. 

On November 6, 2024, we completed the sale of Providence, located in Houston, Texas, for $16.3 million. We recorded a gain on sale of $11.9 million. 

On August 9, 2024, we completed the sale of Fountain Hills Plaza along with the adjacent parcel of development land, located in Phoenix, Arizona, for $21.3 million. We recorded a gain on sale of $3.6 million. 

On March 27, 2024, we completed the sale of Mercado at Scottsdale Ranch, located in Phoenix, Arizona, for $26.5 million. We recorded a gain on sale of $6.6 million. 

On December 20, 2023 we completed the sale of Spoerlein Commons, located in Buffalo Grove, Illinois, for $7.4 million. We recorded a loss on sale of $0.7 million. 

On June 30, 2023, we completed the sale of Westchase, located in Houston, Texas, for $7.8 million. We recorded a gain on sale of $4.6 million. 

On June 30, 2023, we completed the sale of Sunridge, located in Houston, Texas, for $6.7 million. We recorded a gain on sale of $5.0 million. 

We have not included 2025, 2024, and 2023 sold properties in discontinued operations as they did not meet the definition of discontinued operations.

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Leasing Activity

As of December 31, 2025, we wholly-owned 56 properties with 4,857,508 square feet of GLA, which were approximately 95% occupied. The following is a summary of the Company’s leasing activity for the year ended December 31, 2025:

Number of Leases Signed

GLA Signed

Weighted Average Lease Term (2)

TI and Incentives per Sq. Ft. (3)

Contractual Rent Per Sq. Ft. (4)

Prior Contractual Rent Per Sq. Ft. (5)

Straight-lined Basis Increase (Decrease) Over Prior Rent

Comparable (1)

Renewal Leases

170

519,711

4.1

$

2.12

$

25.72

$

23.51

17.7

%

New Leases

37

62,183

6.3

35.90

38.24

33.61

26.7

%

Total

207

581,894

4.3

$

5.73

$

27.05

$

24.59

19.1

%

Number of Leases Signed

GLA Signed

Weighted Average Lease Term (2)

TI and Incentives per Sq. Ft. (3)

Contractual Rent Per Sq. Ft. (4)

Total

Renewal Leases

186

594,545

4.2

$

3.85

$

25.51

New Leases

86

192,091

6.4

25.09

32.85

Total

272

786,636

4.8

$

9.04

$

27.30

(1)

Comparable leases represent leases signed on spaces for which there was a former tenant within the last twelve months and the new or renewal square footage was within 25% of the expired square footage.

(2)

Weighted average lease term (in years) is determined on the basis of square footage.

(3)

Estimated amount per signed leases. Actual cost of construction may vary. Does not include first generation costs for tenant improvements (“TI”) and leasing commission costs needed for new acquisitions, development or redevelopment of a property to bring to operating standards for its intended use.

(4)

Contractual minimum rent under the new lease for the first month, excluding concessions.

(5)

Contractual minimum rent under the prior lease for the final month.

Liquidity and Capital Resources

Our short-term liquidity requirements consist primarily of distributions to holders of our common shares and OP units, including those required to maintain our REIT status and satisfy our current quarterly distribution target of $0.1425 per share and OP unit, recurring expenditures, such as repairs and maintenance of our properties, non-recurring expenditures, such as capital improvements and tenant improvements, debt service requirements, and, potentially, acquisitions of additional properties.

During the year ended December 31, 2025, our cash provided from operating activities was $50.8 million and our total dividends and distributions paid were $27.8 million. Therefore, we had cash flow from operations in excess of distributions of approximately $23 million. We anticipate that cash flows from operating activities and our borrowing capacity under our 2025 Facility will provide adequate capital for our working capital requirements, anticipated capital expenditures, acquisitions and scheduled debt payments in the short term. We also believe that cash flows from operating activities and our borrowing capacity will allow us to make all distributions required for us to continue to qualify to be taxed as a REIT for federal income tax purposes. 

Our long-term capital requirements consist primarily of maturities under our longer-term debt agreements, development and redevelopment costs, and potential acquisitions. We expect to meet our long-term liquidity requirements with net cash from operations, long-term indebtedness, sales of common shares, issuance of OP units, sales of underperforming and non-core properties and other financing opportunities, including debt financing. We believe we have access to multiple sources of capital to fund our long-term liquidity requirements, including the incurrence of additional debt and the issuance of additional equity. However, our ability to incur additional debt will be dependent on a number of factors, including our degree of leverage, the value of our unencumbered assets and borrowing restrictions that may be imposed by lenders. As of December 31, 2025, subject to any potential future paydowns or increases in the borrowing base, we have $220.4 million remaining availability under the revolving credit facility.

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Our ability to access the capital markets will be dependent on a number of factors as well, including general market conditions for REITs and market perceptions about our Company. In light of the dynamics in the capital markets impacted by macro economic factors and economic uncertainty, our access to capital may be diminished. Despite these potential challenges, we believe we have sufficient access to capital for the foreseeable future, but we can provide no assurance that such capital will be available to us in the future on attractive terms or at all.

During the year ended December 31, 2025, we completed the sale of Kempwood and Sugar Park as part of a reverse like-kind exchange under Section 1031 of the Internal Revenue Code. The replacement property, South Hulen, was acquired prior to the disposition of Kempwood and Sugar Park. Upon the sale, net proceeds were deposited with a Qualified Intermediary (“QI”) and restricted for purposes of completing the exchange. As of December 31, 2025, the remaining escrow balance was classified as Restricted Cash on the balance sheet and was not available for general corporate use. 

During the year ended December 31, 2024, we completed the sale of Providence as part of a like-kind exchange under Section 1031 of the Internal Revenue Code. In accordance with exchange requirements, the proceeds were deposited into an escrow account with a Qualified Intermediary (“QI”) and are restricted for the acquisition of a replacement property. On December 12, 2024, a portion of these escrowed funds was used to acquire Village Shops at Dana Park as a qualifying replacement property under the 1031 exchange. As of December 31, 2024, the remaining escrow balance was classified as Restricted Cash and was not available for general corporate use.

On May 9, 2025, we filed a Form S-3 (File No. 333-287167), which was subsequently declared effective by the SEC on May 19, 2025 (the “2025 Registration Statement”), replacing the 2022 Registration Statement (defined below). The 2025 Registration Statement will expire on May 19, 2028. The 2025 Registration Statement registers the issuance and sale by us of up to $750 million in securities from time to time, including common shares, preferred shares, debt securities, depositary shares and subscription rights.

On September 16, 2025, we entered into equity distribution agreements (individually, an “Equity Distribution Agreement” and together, the “Equity Distribution Agreements”) with each of BMO Capital Markets Corp., Barclays Capital Inc., BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citizens JMP Securities, LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., RBC Capital Markets, LLC, Robert W. Baird & Co. Incorporated, Truist Securities, Inc., and UBS Securities LLC (individually, a “Placement Agent” and together, the “Placement Agents”), as agents for the offer and sale of up to an aggregate of $100 million of our common shares of beneficial interest, par value $0.001 per share (the “Shares”), from time to time in “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the 2025 Registration Statement (the “ATM Program”). We have no obligation to sell any of our common shares and can at any time suspend offers under the Equity Distribution Agreements or terminate Equity Distribution Agreements.

We previously filed a Form S-3 (File No. 333-264881), which was subsequently declared effective by the SEC on May 20, 2022 (the “2022 Registration Statement”), pursuant to which we could issue and sell up to $500 million in securities, including common shares, preferred shares, debt securities, depositary shares and subscription rights. On September 9, 2022, we entered into eleven equity distribution agreements with certain sales agents names therein for an at-the-market equity distribution program (the “2022 Equity Distribution Agreements”) providing for the issuance and sale of up to an aggregate of $100 million of the Company’s common shares pursuant to the 2022 Registration Statement in “at the market” offerings” (the “2022 ATM Program”). The 2022 Registration Statement, which registered the 2022 ATM Program, expired on May 20, 2025. As a result, no further shares of common stock may be sold under the 2022 ATM Program. During the year ended December 31, 2025, we did not sell common shares under the 2022 Equity Distribution Agreements. During the year ended 2024, we sold 579,964 common shares under the 2022 Equity Distribution Agreements, with net proceeds to us of approximately $7.6 million. In connection with such sales, we paid compensation of approximately $116,000 to the sales agents. During the year ended 2023, we did not sell shares under the 2022 Equity Distribution Agreements. 

We expect that our rental income will increase as we continue to acquire additional properties, subsequently increasing our cash flows generated from operating activities. We intend to finance the continued acquisition of such additional properties through equity issuances and through debt financing.

Our capital structure includes non-recourse secured debt that we assumed or originated on certain properties. We may hedge the future cash flows of certain debt transactions principally through interest rate swaps with major financial institutions.

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Cash and Cash Equivalents

We had cash and cash equivalents and restricted cash of approximately $7,360,000 at December 31, 2025, as compared to $15,370,000 at December 31, 2024.  The decrease of $8,010,000 was primarily the result of the following:

Sources of Cash

•

Proceeds from borrowings under unsecured term loan of $375,000,000 for the year ended December 31, 2025, compared to $0 for the year ended December 31, 2024;

•

Cash flow from operations of $50,773,000 for the year ended December 31, 2025, compared to cash flow from operations of $58,227,000 for the year ended December 31, 2024;

•

Net proceeds from sale of properties of $42,234,000 for the year ended December 31, 2025, compared to $52,004,000 for the year ended December 31, 2024;

•

Receipt of funds from real estate partnership for interest redemption of $33,354,000 for the year ended December 31, 2025, compared to $0 for the year ended December 31, 2024; and

•

Receipt of funds from real estate partnership for loan repayment of $13,633,000 for the year ended December 31, 2025, compared to $0 for the year ended December 31, 2024

Uses of Cash

•

Repayment of borrowings under unsecured term loan of $285,000,000 for the year ended December 31, 2025, compared to $0 for the year ended December 31, 2024;

•

Acquisition of real estate of $86,156,000 for the year ended December 31, 2025, compared to $55,751,000 for the year ended December 31, 2024;

•

Net proceeds payments of revolving credit facility of $73,209,000 for the year ended December 31, 2025, compared to $21,000,000 for the year ended December 31, 2024;

•

Payment of dividends and distributions to common shareholders and OP unit holders of $27,754,000 for the year ended December 31, 2025, compared to $24,893,000 for the year ended December 31, 2024;

•

Additions to real estate of $24,362,000 for the year ended December 31, 2025, compared to $22,410,000 for the year ended December 31, 2024;

•

Payments of notes payable of $17,572,000 for the year ended December 31, 2025, compared to $66,016,000 for the year ended December 31, 2024;

•

Payment of loan originations cost of $6,643,000 for the year ended December 31, 2025, compared to $789,000 for the year ended December 31, 2024; 

•

Repurchase of common shares from employees to satisfy tax withholding obligations upon vesting of equity awards of $2,268,000 for the year ended December 31, 2025, compared to $2,641,000 for the year ended December 31, 2024; and

•

Payment of finance lease liability of $40,000 for the year ended December 31, 2025, compared to $26,000 for the year ended December 31, 2024. 

We place all cash in short-term, highly liquid investments that we believe provide appropriate safety of principal.

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Debt 

Debt consisted of the following as of the dates indicated (in thousands):

Description

December 31, 2025

December 31, 2024

Fixed rate notes

$375.0 million, 3.40% plus 1.25% to 1.85% Note, due January 31, 2031 (1)

$

375,000

$

—

$265.0 million, 3.18% plus 1.45% to 2.10% Note, due January 31, 2028 (2)

—

265,000

$20.0 million, 3.67% plus 1.50% note, due January 31, 2028 (3)

—

20,000

$80.0 million, 3.72% Note, due June 1, 2027

80,000

80,000

$50.0 million, 5.09% Note, due March 22, 2029 (Series A)

28,571

35,714

$50.0 million, 5.17% Note, due March 22, 2029 (Series B)

40,000

50,000

$2.5 million, 7.79% Note, due February 28, 2025

—

429

$50.0 million, 3.71% plus 1.50% to 2.10% Note, due September 16, 2026 (4)

—

50,000

$56.3 million, 6.23% Note, due July 31, 2031

56,340

56,340

$17.7 million, 3.81% Note, due November 6, 2029

17,650

—

Floating rate notes

Unsecured line of credit, SOFR plus 1.30% to 1.90%, due September 19, 2029

51,791

—

Unsecured line of credit, SOFR plus 1.50% to 2.10%, due September 16, 2026

—

75,000

Total notes payable principal

649,352

632,483

Less unamortized debt discount

(997

)

—

Less deferred financing costs, net of accumulated amortization

(4,430

)

(965

)

Total notes payable

$

643,925

$

631,518

(1)

Promissory note that includes an interest rate swap that fixes the SOFR portion of the term loan at an interest rate of 3.40% through September 30, 2026, 3.36% from October 1, 2026 through January 31, 2028, and 3.42% from February 1, 2028 though January 31, 2031.

(2)

Promissory note included an interest rate swap that fixes the Secured Overnight Financing Rate (“SOFR”) portion of the term loan at an interest rate of 2.16% through October 28, 2022, 2.76% from October 29, 2022 through January 31, 2024, and 3.32% beginning February 1, 2024 through January 31, 2028.

(3)

Series One Incremental Term Loan included an interest rate swap that fixed the term loan rate at 5.165% through January 31, 2028.

(4)

A portion of the unsecured line of credit included an interest rate swap to fix the SOFR portion of the loan at 3.71%.

On November 6, 2025, the Company assumed a $17.7 million term loan in connection with the acquisition of the World Cup Plaza property, which matures on November 6, 2029 and bears interest at a stated rate of 3.81%. The assumed loan was initially recorded at its acquisition-date fair value of $16.6 million, with the $1.1 million difference between the contractual principal amount and the fair value recognized as a discount. The discount is amortized to interest expense over the remaining contractual term of the loan using the straight-line method, which approximates the effective interest method. The fair value of the assumed loan was estimated using a discounted cash flow methodology, which considers contractual future cash flows and observable market interest rates for debt instruments with similar terms and credit risk, and is classified within Level 2 of the fair value hierarchy.

On June 21, 2024, Whitestone REIT, operating through its subsidiaries Whitestone Strand LLC, Whitestone Las Colinas Village LLC, and Whitestone Seville, LLC (collectively, the “Borrower”), entered into a loan agreement (the “Loan Agreement”) with Nationwide Life Insurance Company (the “Lender”) for a mortgage loan in the principal amount of $56,340,000 (the “Loan”).

The Loan provides for a fixed interest rate of 6.23% per annum. Payments commence on August 1, 2024, and are due on the first day of each calendar month thereafter through July 1, 2031, with interest-only payments for the first 36 months. Monthly payments consist of principal and interest based on a 30-year amortization schedule beginning on August 1, 2027. The Loan may be prepaid in full but not in part, provided that, as conditions precedent, Borrower: (i) gives Lender not less than fifteen (15) days prior notice of Borrower’s intention to prepay the Loan; (ii) pays to Lender the prepayment premium as set forth in the Loan Agreement, if any, then due and payable to Lender; and (iii) pays to Lender all other amounts then due under the loan documents. No prepayment premium is required for prepayments in full made on or after six months prior to the maturity date.

The Loan is a non-recourse loan secured by three of the Company’s properties including their related equipment, fixtures, personal property, and other assets, and a limited carve-out guarantee by the Company’s operating partnership.

The loan documents contain customary terms and conditions, including without limitation affirmative and negative covenants such as information reporting and insurance requirements. The loan documents also contain customary events of default, including defaults in the payment of principal or interest, defaults in compliance with the covenants, and bankruptcy or other insolvency events. Upon the occurrence of an event of default, the Lender is entitled to accelerate all obligations of the Borrower. The Lender will also be entitled to receive the entire unpaid principal balance at a default rate.

The Loan proceeds were used to pay down the Borrower’s existing floating rate indebtedness.

On March 22, 2019, we, through our Operating Partnership, entered into a Note Purchase and Guarantee Agreement (the “Note Agreement”) together with certain subsidiary guarantors as initial guarantor parties thereto (the “Subsidiary Guarantors”) and The Prudential Insurance Company of America and the various other purchasers named therein (collectively, the “Purchasers”) providing for the issuance and sale of $100 million of senior unsecured notes of the Operating Partnership, of which (i) $50 million are designated as 5.09% Series A Senior Notes due March 22, 2029 (the “Series A Notes”) and (ii) $50 million are designated as 5.17% Series B Senior Notes due March 22, 2029 (the “Series B Notes” and, together with the Series A Notes, the “Notes”) pursuant to a private placement that closed on March 22, 2019 (the “Private Placement”). Obligations under the Notes are unconditionally guaranteed by the Company and by the Subsidiary Guarantors.

On December 16, 2022, Whitestone REIT (the “Company”) and its operating partnership, Whitestone REIT Operating Partnership, L.P. (the “Operating Partnership”), amended its Note Purchase and Guarantee Agreement originally executed on  March 22, 2019 (the “Existing Note Agreement”), pursuant to the terms and conditions of an Amendment No. 1 to Note Purchase and Guaranty Agreement, dated as of December 16, 2022 (the Existing Note Purchase Agreement, as so amended, the “Amended Note Agreement”), by and among the Company and the Operating Partnership, together with certain subsidiary guarantors as initial guarantor parties thereto and The Prudential Insurance Company of America and the various other purchasers named therein.

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Neither the term of the Existing Note Agreement, the interest rate, nor the principal amounts, were amended. The purpose of the amendment is to conform certain covenants and defined terms contained in the Amended Note Agreement with the Company’s recently amended unsecured credit facility with the lenders party thereto, Bank of Montreal, as administrative agent, Truist Bank, as syndication agent, and BMO Capital Markets Corp., Truist Bank, Capital One, National Association, and U.S. Bank National Association, as co-lead arrangers and joint book runners. 

The principal of the Series A Notes began to amortize on March 22, 2023 with annual principal payments of approximately $7.1 million. The principal of the Series B Notes began to amortize on March 22, 2025 with annual principal payments of $10.0 million. The Notes will pay interest quarterly on the 22nd day of March, June, September and December in each year until maturity.

The Operating Partnership may prepay at any time all, or from time to time part of, the Notes, in an amount not less than $1,000,000 in the case of a partial prepayment, at 100% of the principal amount so prepaid, plus a make-whole amount. The make-whole amount is equal to the excess, if any, of the discounted value of the remaining scheduled payments with respect to the Notes being prepaid over the aggregate principal amount of such Notes (as described in the Note Agreement). In addition, in connection with a Change of Control (as defined in the Note Purchase Agreement), the Operating Partnership is required to offer to prepay the Notes at 100% of the principal amount plus accrued and unpaid interest thereon.

The Note Agreement contains representations, warranties, covenants, terms and conditions customary for transactions of this type and substantially similar to the Operating Partnership’s existing senior revolving credit facility, including limitations on liens, incurrence of investments, acquisitions, loans and advances and restrictions on dividends and certain other restricted payments. In addition, the Note Agreement contains certain financial covenants substantially similar to the Operating Partnership’s existing senior revolving credit facility, including the following:

•

maximum total indebtedness to total asset value ratio of 0.60 to 1.00;

•

maximum secured debt to total asset value ratio of 0.40 to 1.00;

•

minimum EBITDA (earnings before interest, taxes, depreciation, amortization or extraordinary items) to fixed charges ratio of 1.50 to 1.00;

•

maximum secured recourse debt to total asset value ratio of 0.15 to 1.00;

•

maintenance of a minimum tangible net worth (adjusted for accumulated depreciation and amortization) of 75% of the Company's total net worth as of December 31, 2021 plus 75% of the net proceeds from additional equity offerings (as defined therein); and

•

minimum adjusted property NOI to implied unencumbered debt service ratio of 1.50 to 1.00.

In addition, the Note Agreement contains a financial covenant requiring that maximum unsecured indebtedness not exceed the ratio of unsecured indebtedness to unencumbered asset pool of 0.60 to 1.00. That covenant is substantially similar to the borrowing base concept contained in the Operating Partnership’s existing senior revolving credit facility.

The Note Agreement also contains default provisions, including defaults for non-payment, breach of representations and warranties, insolvency, non-performance of covenants, cross-defaults with other indebtedness and guarantor defaults. The occurrence of an event of default under the Note Agreement could result in the Purchasers accelerating the payment of all obligations under the Notes. The financial and restrictive covenants and default provisions in the Note Agreement are substantially similar to those contained in the Operating Partnership’s existing credit facility.

Net proceeds from the Private Placement were used to refinance existing indebtedness. The Notes have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. The Notes were sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

On September 19, 2025, we, through our Operating Partnership, entered into an unsecured credit facility (the “2025 Facility”) pursuant to that certain Fourth Amended and Restated Credit Agreement (the “A&R Credit Agreement”), 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 (the “Administrative Agent”). The A&R Credit Agreement amends and restates that certain Third Amended and Restated Credit Agreement (“2022 Facility”), dated September 16, 2022 with the Administrative Agent, and the other agents and lenders named therein (as amended, restated, supplemented or otherwise modified prior to September 19, 2025, the “Prior Credit Agreement”). The 2025 Facility replaced the Company’s previous unsecured revolving credit facility, dated September 16, 2022 (the “2022 Facility”).

The 2025 Facility is comprised of the following two tranches:

•

$375.0 million unsecured revolving credit facility with a maturity date of September 19, 2029, with two six-month options to extend the maturity date to September 19, 2030 (the “Revolver”); and

•

$375.0 million unsecured term loan with a maturity date of January 31, 2031 (the “Term Loan”).

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Borrowings under the 2025 Facility accrue interest (at the Operating Partnership's option) at a Base Rate or Term SOFR plus an applicable margin based upon our then existing total leverage. Based on our current leverage ratio, the Revolver has initial interest rate of Term SOFR plus 1.30%. In addition, the Company entered into interest rate swaps to fix the Term SOFR rates on the Term Loan. 

As of December 31, 2025, the interest rate on the Revolver was 5.22%. The Term Loan with the swaps has the following interest rates:

•

3.40% (Term SOFR) plus 1.30% (current applicable margin) through September 30, 2026;

•

3.36% (Term SOFR) plus 1.30% (current applicable margin) from October 1, 2026 through January 31, 2028; and

•

3.42% (Term SOFR) plus 1.30% (current applicable margin) from February 1, 2028 through January 31, 2031.

As of December 31, 2025, the Term Loan with the swap had a spread of 1.25%.      

Base Rate means, for any day, the highest of: (a) the Administrative Agent’s prime commercial rate, (b) the sum of (i) the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York for such day, plus (ii) 0.50%, or (c) the sum of (i) Term SOFR for a one-month tenor in effect on such day plus (ii) 1.10%. Term SOFR means, for any such day, the SOFR-based term rate for the day two (2) business days prior.

The A&R Credit Agreement contains substantially similar terms to the Prior Credit Agreement. Other material terms, including financial covenants, were not changed by the A&R Credit Agreement, except as follows:

•

a 10 basis point credit spread adjustment previously applied to SOFR-based loans was eliminated; 

•

the maturity date for both the Revolver and the Term Loan were extended to the maturity dates described above;

•

the interest rates were adjusted as described above; and

•

the unused fee applicable to the Revolver was reduced by 5 basis points in instances where the average daily unused commitments are less than 50% of the total revolving commitments.

At closing, the Company used (i) approximately $83.2 million of proceeds from the Term Loan to repay amounts outstanding under its previous unsecured revolving credit facility, (ii) $285 million of proceeds from the Term Loan to refinance in full the Company’s Term Loan and (iii) approximately $6.8 million from the Term Loan towards fees and expenses related to the A&R Credit Agreement.

As of December 31, 2025, subject to any potential future paydowns or increases in the borrowing base, we have $220.4 million remaining availability under the Revolver. As of December 31, 2025, $426.8 million was drawn on the 2025 Facility and our unused borrowing capacity was $323.2 million, assuming that we use the proceeds of the 2025 Facility to acquire properties, or to repay debt on properties, that are eligible to be included in the unsecured borrowing base. 

The Company, each direct and indirect material subsidiary of the Operating Partnership and any other subsidiary of the Operating Partnership that is a guarantor under any unsecured ratable debt will serve as a guarantor for funds borrowed by the Operating Partnership under the 2025 Facility. The A&R Credit Agreement contains customary terms and conditions, including, without limitation, customary representations and warranties and affirmative and negative covenants including, without limitation, information reporting requirements, limitations on investments, acquisitions, loans and advances, mergers, consolidations and sales, incurrence of liens, dividends and restricted payments. In addition, the A&R Credit Agreement contains certain financial covenants including the following:

•

maximum total indebtedness to total asset value ratio of 0.60 to 1.00;

•

maximum secured debt to total asset value ratio of 0.40 to 1.00;

•

minimum EBITDA (earnings before interest, taxes, depreciation, amortization or extraordinary items) to fixed charges ratio of 1.50 to 1.00;

•

maximum other recourse debt to total asset value ratio of 0.15 to 1.00;

•

maintenance of a minimum tangible net worth (adjusted for accumulated depreciation and amortization) of $527 million plus 75% of the net proceeds from additional equity offerings (as defined therein);

•

minimum adjusted property net operating income to implied unencumbered debt service of 1.50 to 1.00; and

•

maximum unsecured indebtedness to unencumbered asset pool value ratio of 0.60 to 1.00.

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As of December 31, 2025, our $154.0 million in secured debt was collateralized by five properties with a carrying value of $254.4 million.  Our loans contain restrictions that would require the payment of prepayment penalties for the acceleration of outstanding debt and are secured by deeds of trust on certain of our properties and by assignment of the rents and leases associated with those properties. As of December 31, 2025, we were in compliance with all loan covenants.

Scheduled maturities of our outstanding debt as of December 31, 2025 were as follows (in thousands):

Year

Amount Due

2026

$

17,143

2027

97,414

2028

17,823

2029

35,517

2030

52,561

Thereafter

428,894

Total

$

649,352

Capital Expenditures 

We continually evaluate our properties’ performance and value. We may determine it is in our shareholders’ best interest to invest capital in properties we believe have potential for increasing value. We also may have unexpected capital expenditures or improvements for our existing assets. Additionally, we intend to continue investing in similar properties outside of Texas and Arizona in cities with exceptional demographics to diversify market risk, and we may incur significant capital expenditures or make improvements in connection with any properties we may acquire.

The following is a summary of the Company’s capital expenditures, excluding property acquisitions, for the years ended December 31 (in thousands):

Year Ended December 31,

2025

2024

Capital expenditures:

Tenant improvements and allowances

$

11,492

$

12,382

Developments / redevelopments

7,796

3,727

Leasing commissions and costs

3,120

3,653

Maintenance capital expenditures

8,438

9,112

Total capital expenditures (1)

$

30,846

$

28,874

(1)

Total capital expenditures include the non cash accrued capital expenditures line item as reported in the consolidated statements of cash flows.

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Table of Contents

Contractual Obligations

As of December 31, 2025, we had the following contractual obligations (see Note 8 of our accompanying consolidated financial statements for further discussion regarding the specific terms of our debt):

Payment due by period (in thousands)

More than

Less than 1

1 - 3 years

3 - 5 years

5 years

Consolidated Contractual Obligations

Total

year (2026)

(2027 - 2028)

(2029 - 2030)

(after 2030)

Long-Term Debt - Principal

$

649,352

$

17,143

$

115,237

$

88,078

$

428,894

Long-Term Debt - Fixed Interest

120,774

27,431

47,717

42,499

3,127

Long-Term Debt - Variable Interest (1)

12,841

2,703

5,407

4,731

—

Unsecured credit facility - Unused commitment fee (2)

3,070

646

1,293

1,131

—

Operating Lease Obligations

579

250

329

—

—

Finance Lease Obligations

2,974

83

171

150

2,570

Total

$

789,590

$

48,256

$

170,154

$

136,589

$

434,591

(1)

As of December 31, 2025, we had one loan totaling $51.8 million which bore interest at a floating rate. The variable interest rate payments are based on SOFR plus 1.30% spread adjustment which reflects our new interest rates under our 2025 Facility. The information in the table above reflects our projected interest rate obligations for the floating rate payments based on one-month SOFR as of December 31, 2025, of 5.22%.

(2)

The unused commitment fees on our unsecured credit facility, payable quarterly, are based on the average daily unused amount of our unsecured credit facility. The fees are 0.20% for facility usage greater than 50% or 0.25% for facility usage less than 50%. The information in the table above reflects our projected obligations for our unsecured credit facility based on our December 31, 2025 balance of $426.8 million.

Distributions 

U.S. federal income tax law generally requires that a REIT distribute annually to its shareholders at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates on any taxable income that it does not distribute. We currently, and intend to continue to, accrue distributions quarterly and make distributions in three monthly installments following the end of each quarter. For a discussion of our cash flow as compared to dividends, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources.”

The timing and frequency of our distributions are authorized and declared by our board of trustees in exercise of its business judgment based upon a number of factors, including:

•

our funds from operations;

•

our debt service requirements;

•

our capital expenditure requirements for our properties;

•

our taxable income, combined with the annual distribution requirements necessary to maintain REIT qualification;

•

requirements of Maryland law;

•

our overall financial condition; and

•

other factors deemed relevant by our board of trustees.

Any distributions we make will be at the discretion of our board of trustees and we cannot provide assurance that our distributions will be made or sustained in the future.

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On March 5, 2024, the Company announced an increase to its quarterly distribution to $0.12375 per common share and OP unit, equal to a monthly distribution of $0.04125, beginning with the April 2024 distribution.

On December 4, 2024, the Company announced an increase to its quarterly distribution to $0.135 per common share and OP unit, equal to a monthly distribution of $0.045, beginning with the January 2025 distribution.

On December 19, 2025, the Company announced an increase to its quarterly distribution to $0.1425 per common share and OP unit, beginning with the January 2026 distribution. On December 18, 2025, the Board of Trustees of Whitestone REIT approved a change to the Company’s dividend payment schedule from a monthly dividend to a quarterly dividend.

During 2025, we paid distributions to our common shareholders and OP unit holders of $27.8 million, compared to $24.9 million in 2024.  Common shareholders and OP unit holders receive monthly distributions.  Payments of distributions are declared quarterly and paid monthly.  The distributions paid to common shareholders and OP unit holders were as follows (in thousands, except per share data) for the years ended December 31, 2025 and 2024: 

Common Shares

Noncontrolling OP Unit Holders

Total

Quarter Paid

Distributions Per Common Share

Amount Paid

Distributions Per OP Unit

Amount Paid

Amount Paid

2025

Fourth Quarter

$

0.1350

$

6,858

$

0.1350

$

87

$

6,945

Third Quarter

0.1350

6,858

0.1350

87

6,945

Second Quarter

0.1350

6,845

0.1350

87

6,932

First Quarter

0.1350

6,845

0.1350

87

6,932

Total

$

0.5400

$

27,406

$

0.5400

$

348

$

27,754

2024

Fourth Quarter

$

0.1238

$

6,247

$

0.1238

$

81

$

6,328

Third Quarter

0.1238

6,194

0.1238

80

6,274

Second Quarter

0.1238

6,162

0.1238

80

6,242

First Quarter

0.1200

5,969

0.1200

80

6,049

Total

$

0.4914

$

24,572

$

0.4914

$

321

$

24,893

Summary of Critical Accounting Policies and Estimates 

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements.  We prepared these financial statements in conformity with GAAP.  The preparation of these financial statements required us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  We based our estimates on historical experience and on various other assumptions we believe to be reasonable under the circumstances.  Our results may differ from these estimates. For a better understanding of our accounting policies, you should read Note 2 to our accompanying consolidated financial statements in conjunction with this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

We have described below the critical accounting policies and estimates that we believe could impact our consolidated financial statements most significantly.

Revenue Recognition.  All leases on our properties are classified as operating leases, and the related rental income is recognized on a straight-line basis over the terms of the related leases.  Differences between rental income earned and amounts due per the respective lease agreements are capitalized or charged, as applicable, to accrued rents and accounts receivable. Percentage rents are recognized as rental income when the thresholds upon which they are based have been met.  Recoveries from tenants for taxes, insurance, and other operating expenses are recognized as revenues in the period the corresponding costs are incurred. We combine lease and nonlease components in lease contracts, which includes combining base rent, recoveries, and percentage rents into a single line item, Rental, within the consolidated statements of operations and comprehensive income (loss). Additionally, we have tenants who pay real estate taxes directly to the taxing authority. We exclude these costs paid directly by the tenant to third parties on our behalf from revenue recognized and the associated property operating expense.

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Other property income primarily includes amounts recorded in connection with lease termination fees. We recognize lease termination fees in the year that the lease is terminated, and collection of the fee is probable. Amounts recorded within other property income are accounted for at the point in time when control of the goods or services transfers to the customer and our performance obligation is satisfied.

Estimates regarding Pillarstone OP’s financial condition and results of operations and guarantee. We relied on the reports furnished by our third-party partners for financial information regarding the Company’s investment in Pillarstone OP in prior years reporting. As of December 31, 2024, and 2023, Pillarstone OP’s financial statements were not made accessible to us. Consequently, we estimated its financial condition and results of operations based on the information available to us. 

The Company, through its subsidiary Whitestone REIT Operating Partnership, L.P., guaranteed Pillarstone OP’s loan for its Uptown Tower property located in Dallas, Texas, with an aggregate principal amount of $14.4 million as of September 30, 2023.  The loan was also secured by the Uptown Tower property.  The debt matured on October 4, 2023, and was in default, as Pillarstone OP failed to refinance the loan.  On October 24, 2023, the Lender provided notice of a planned foreclosure sale on December 5, 2023.  The Lender also claimed that an additional sum of $4.6 million was due which included default interest of approximately $6.3 million and net credits from escrowed funds and other charges of approximately $1.7 million. 

On December 1, 2023, the Company reached an agreement with the Lender that would avoid foreclosure and secure the release of the lien and discharge of the guarantee, and the Company negotiated and satisfied a payoff as of December 4, 2023, in the amount of $13,632,764 (the “DPO Amount”). We paid the DPO amount and asserted subrogation claim against Pillarstone OP. As of December 31, 2024, the DPO amount was recorded as an asset in our financial statement line receivable due from related party.  

On September 8, 2025, Pillarstone paid $13.6 million to Whitestone OP for its subrogation claim as guarantor. 

Accounting treatment of the redemption of our OP units in Pillarstone OP.  On January 25, 2024, we executed an irrevocable redemption of substantially all our investment in Pillarstone OP, converting our equity investment into a receivable. Pillarstone OP conveyed their intention to forego issuing equity, opting instead to liquidate the properties to satisfy creditors, with Whitestone being significantly the largest creditor. 

The carrying value of our investment in Pillarstone OP was approximately $31.6 million as of January 25, 2024. 

On December 12, 2025, we received $33.4 million dollars from Pillarstone OP pursuant to a settlement agreement approved by the Bankruptcy court under Bankruptcy Rule 9019. The settlement agreement directs Pillarstone OP to distribute to us all funds remaining after a payment of $4.05 million to Pillarstone REIT and a reserve of $2.5 million for claims, taxes and administrative expenses. After the $4.05 million payment is made to Pillarstone REIT, we expect to receive approximately $4.0 million in cash and any excess from the $2.5 million in reserves in 2026.

Following the receipt of the $33.4 million, we applied the amount against the redemption receivable and other related transactions, and accordingly recognized a gain on partnership redemption.

The initial credit loss evaluation of the redemption receivable was performed in 2024, the period in which the receivable was recognized, and is within the scope of ASC 326, Financial Instruments – Credit Losses. Management believed that the value of Pillarstone OP’s unencumbered assets significantly exceeded the Company’s basis in the receivable, although the precise asset value could not be determined as of that date. Using the estimated loss rate method with a zero loss rate, the Company recorded a Current Expected Credit Loss (“CECL”) of zero for 2024.

Equity Method. In compliance with Accounting Standards Update (“ASU”) 2014-09 (“Topic 606”) and Accounting Standards Codification (“ASC”) 610, “Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets,” the Company previously accounted for its investment in Pillarstone OP using the equity method. However, subsequent to January 25, 2024, the Company ceased utilizing the equity method following the exercise of its notice of redemption for substantially all of its investment in Pillarstone OP. Please refer to Note 4 to the accompanying consolidated financial statements for the full disclosure.

Development Properties.  Land, buildings and improvements are recorded at cost. Expenditures related to the development of real estate are carried at cost which includes capitalized carrying charges and development costs. Carrying charges (interest, real estate taxes, loan fees, and direct and indirect development costs related to buildings under construction), are capitalized as part of construction in progress. The capitalization of such costs ceases when the property, or any completed portion, becomes available for occupancy. For the year ended December 31, 2025, approximately $562,000 and $186,000 in interest expense and real estate taxes, respectively, were capitalized. For the year ended December 31, 2024, approximately $564,000 and $182,000 in interest expense and real estate taxes, respectively, were capitalized. For the year ended December 31, 2023, approximately $552,000 and $262,000 in interest expense and real estate taxes, respectively, were capitalized.

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Table of Contents

Acquired Properties and Acquired Lease Intangibles.  We allocate the purchase price of the acquired properties to land, building and improvements, identifiable intangible assets and to the acquired liabilities based on their respective fair values at the time of purchase. Identifiable intangibles include amounts allocated to acquired out-of-market leases, the value of in-place leases, the value of the ground lease and customer relationship value, if any. We determine fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends and specific market and economic conditions that may affect the property. Factors considered by management in our analysis of determining the as-if-vacant property value include an estimate of carrying costs during the expected lease-up periods considering market conditions, and costs to execute similar leases. In estimating carrying costs, management includes real estate taxes, insurance and estimates of lost rentals at market rates during the expected lease-up periods, tenant demand and other economic conditions. Management also estimates costs to execute similar leases including leasing commissions, tenant improvements, legal and other related expenses. Intangibles related to out-of-market leases and in-place lease value are recorded as acquired lease intangibles and are amortized as an adjustment to rental revenue or amortization expense, as appropriate, over the remaining terms of the underlying leases. Premiums or discounts on acquired out-of-market debt are amortized to interest expense over the remaining term of such debt. The Company also utilizes valuations from independent real estate appraisal firms. 

Depreciation.  Depreciation is computed using the straight-line method over the estimated useful lives of 3 to 43 years for improvements and buildings.  Tenant improvements are depreciated using the straight-line method over the life of the improvement or remaining term of the lease, whichever is shorter.

Impairment.  We review our properties and other long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of the assets, including accrued rental income, may not be recoverable through operations. The first step of the impairment test is to determine whether an indicator of impairment is present. If an indicator of impairment is present, we determine whether an impairment in value has occurred by comparing the estimated future cash flows (undiscounted and without interest charges), including the estimated residual value of the property, with the carrying cost of the property.  If impairment is indicated, a loss will be recorded for the amount by which the carrying value of the property exceeds its fair value.  Management has determined that there has been no impairment in the carrying value of our real estate assets as of December 31, 2025.

Accrued Rents and Accounts Receivable. Included in accrued rents and accounts receivable are base rents, tenant reimbursements and receivables attributable to recording rents on a straight-line basis. We review the collectability of charges under our tenant operating leases on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area where the property is located. We recognize an adjustment to rental revenue if we deem it probable that the receivable will not be collected. Our review of collectability under our operating leases includes any accrued rental revenues related to the straight-line method of reporting rental revenue.  As of December 31, 2025 and 2024, we had an allowance for uncollectible accounts of $13.7 million and $14.7 million, respectively. For the years ending December 31, 2025, 2024 and 2023, we recorded a bad debt adjustment to rental revenue in the amount of $0.9 million, $1.2 million and $1.0 million, respectively. Included in the adjustment to rental revenue for the years ending December 31, 2025, 2024 and 2023, was a bad debt adjustment of $0.03 million, $0.2 million, and $0.3 million, respectively, and a straight-line rent reserve adjustment of $0.1 million, $0.05 million, and $(0.002) million, respectively, related to credit loss for the conversion of seven, 11, and 20 tenants, respectively, to cash basis revenue.

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Unamortized Lease Commissions and Loan Costs.  Leasing commissions are amortized using the straight-line method over the terms of the related lease agreements.  Loan costs are amortized on the straight-line method over the terms of the loans, which approximates the interest method.  Costs allocated to in-place leases whose terms differ from market terms related to acquired properties are amortized over the remaining life of the respective leases.

Prepaids and Other Assets.  Prepaids and other assets include escrows established pursuant to certain mortgage financing arrangements for real estate taxes and insurance and acquisition deposits which include earnest money deposits on future acquisitions.

Federal Income Taxes.  We elected to be taxed as a REIT under the Code beginning with our taxable year ended December 31, 1999.  As a REIT, we generally are not subject to federal income tax on income that we distribute to our shareholders.  If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate rates.  We believe that we are organized and operate in such a manner as to qualify to be taxed as a REIT, and we intend to operate so as to remain qualified as a REIT for federal income tax purposes.

State Taxes.  We are subject to the Texas Margin Tax which is computed by applying the applicable tax rate (1% for us) to the profit margin, which, generally, will be determined for us as total revenue less a 30% standard deduction.  Although the Texas Margin Tax is not an income tax, Financial Accounting Standards Board (“FASB”) ASC 740, “Income Taxes” (“ASC 740”) applies to the Texas Margin Tax.  As of December 31, 2025, 2024 and 2023, we recorded a margin tax provision of $0.5 million, $0.5 million and $0.5 million, respectively.

Fair Value of Financial Instruments.  Our financial instruments consist primarily of cash, cash equivalents, accounts receivable and accounts payable and notes payable.  The carrying value of cash, cash equivalents, accounts receivable and accounts payable are representative of their respective fair values due to their short-term nature.  The fair value of our long-term debt, consisting of fixed rate secured notes, variable rate secured notes and an unsecured revolving credit facility aggregate to approximately $637.6 million and $614.3 million as compared to the book value of approximately $649.4 million and $632.5 million as of December 31, 2025 and 2024, respectively. The fair value of our long-term debt is estimated on a Level 2 basis (as provided by ASC 820, “Fair Value Measurements and Disclosures”), using a discounted cash flow analysis based on the borrowing rates currently available to us for loans with similar terms and maturities, discounting the future contractual interest and principal payments

Disclosure about fair value of financial instruments is based on pertinent information available to management as of December 31, 2025 and 2024. Although management is not aware of any factors that would significantly affect the fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since December 31, 2024, and current estimates of fair value may differ significantly from the amounts presented herein.

Derivative Instruments and Hedging Activities. We utilize derivative financial instruments, principally interest rate swaps, to manage our exposure to fluctuations in interest rates. We have established policies and procedures for risk assessment, and the approval, reporting and monitoring of derivative financial instruments. We recognize our interest rate swaps as cash flow hedges with the effective portion of the changes in fair value recorded in comprehensive income (loss) and subsequently reclassified into earnings in the period that the hedged transaction affects earnings. Any ineffective portion of a cash flow hedge’s change in fair value is recorded immediately into earnings. Our cash flow hedges are determined using Level 2 inputs under ASC 820. Level 2 inputs represent quoted prices in active markets for similar assets or liabilities; quoted prices in markets that are not active; and model-derived valuations whose inputs are observable. As of December 31, 2025, we consider our cash flow hedges to be highly effective.

Recent Accounting Pronouncements. In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This update enhances segment reporting by requiring the disclosure of significant segment information. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. We adopted this guidance as of January 1, 2024, and it did not have a material impact on our consolidated financial statements. For new disclosures related to the adoption of ASU 2023-07, refer to Note 17, “Segment Reporting.”

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Results of Operations

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

The following table provides a general comparison of our results of operations for the years ended December 31, 2025 and 2024 (dollars in thousands, except per share data):

Year Ended December 31,

2025

2024

Number of properties owned and operated

56

55

Aggregate GLA (sq. ft.)(1)

4,857,508

4,863,562

Ending occupancy rate

95

%

94

%

Total revenues

$

160,859

$

154,282

Total operating expenses

107,282

104,061

Total other expense

2,539

12,370

Income before equity investment in real estate partnership and income tax

51,038

37,851

Deficit in earnings of real estate partnership

—

(28

)

Provision for income tax

(482

)

(450

)

Net income

50,556

37,373

Less: Net income attributable to noncontrolling interests

630

480

Net income attributable to Whitestone REIT

$

49,926

$

36,893

Funds from operations (1)

$

54,630

$

50,717

Property net operating income (2)

110,724

108,487

Distributions paid on common shares and OP units

27,754

24,893

Distributions per common share and OP unit

$

0.5400

$

0.4914

Distributions paid as a percentage of funds from operations

51

%

49

%

(1)

For an explanation and reconciliation of funds from operations, a non-GAAP metric, to net income, see “Funds From Operations” below.

(2)

For an explanation and reconciliation of property net operating income, a non-GAAP metric, to net income, see “Property Net Operating Income” below.

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We define “Same Stores” as properties that have been owned for the entire period being compared. For purposes of comparing the year ended December 31, 2025 to the year ended December 31, 2024, Same Stores include properties owned during the entire period from January 1, 2024 to December 31, 2025. We define “Non-Same Stores” as properties acquired since the beginning of the period being compared and properties that have been sold, but not classified as discontinued operations.

Revenues. The primary components of revenue are detailed in the table below (in thousands, except percentages): 

Year Ended December 31,

Revenue

2025

2024

Change

% Change

Same Store

Rental revenues (1)

$

103,770

$

99,673

$

4,097

4

%

Recoveries (2)

43,155

40,196

2,959

7

%

Bad debt (3)

(753

)

(1,100

)

347

(32

)%

Total rental

146,172

138,769

7,403

5

%

Other revenues (4)

1,515

2,731

(1,216

)

(45

)%

Same Store Total

147,687

141,500

6,187

4

%

Non-Same Store

Rental revenues (5)

9,658

9,257

401

4

%

Recoveries (5)

3,569

3,362

207

6

%

Bad debt (5)

(124

)

(128

)

4

(3

)%

Total rental

13,103

12,491

612

5

%

Other revenues (5)

69

291

(222

)

(76

)%

Non-Same Store Total

13,172

12,782

390

3

%

Total revenue

$

160,859

$

154,282

$

6,577

4

%

(1)

The Same Store tenant rent increase of $4,097,000 was driven by a $4,155,000 increase resulting from higher average rent per leased square foot, from $23.97 to $24.97, offset by a $58,000 decrease due to lower average leased square footage, from 4,157,388 to 4,152,783.

(2)

The Same Store recoveries revenue increase of $2,959,000 is primarily due to a higher recovery rate and from the increased average occupancy at our properties.

(3)

During the year ended December 31, 2025 and 2024, Same Store bad debt includes an adjustment of $28,000 and $201,000, respectively, from cash basis accounting.

(4)

During the year ended December 31, 2025 and 2024, Same Store other revenues includes $892,000 and $1,961,000 in termination fee income, respectively.

(5)

Non-Same Store rental revenue includes Garden Oaks (acquired on February 20, 2024), Mercado (sold on March 27, 2024), Scottsdale Commons (acquired on April 5, 2024), Fountain Hills (sold on August 9, 2024), Providence (sold on November 6, 2024), Village Shops at Dana Park (acquired on December 12, 2024), San Clemente (acquired on May 5, 2025), South Hulen (acquired on June 16, 2025), Woodlake Plaza (sold on June 27, 2025), 1730 S Val Vista (acquired on July 11, 2025), Sugar Park Plaza (sold on September 25, 2025), Kempwood Plaza (sold on December 4, 2025), Ashford Village (acquired on October 31, 2025), and World Cup Plaza (acquired on November 6, 2025).

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Operating expenses. The primary components of operating expenses for the year ended December 31, 2025 and 2024 are detailed in the table below (in thousands, except percentages): 

Year Ended December 31,

Operating Expenses

2025

2024

Change

% Change

Same Store

Operating and maintenance (1)

$

29,300

$

25,488

$

3,812

15

%

Real estate taxes

16,777

16,348

429

3

%

Same Store total

46,077

41,836

4,241

10

%

Non-Same Store and affiliated company rents

Operating and maintenance (2)

2,525

2,717

(192

)

(7

)%

Real estate taxes (2)

1,533

1,425

108

8

%

Non-Same Store and affiliated company rents total

4,058

4,142

(84

)

(2

)%

Depreciation and amortization (2)

35,929

34,894

1,035

3

%

General and administrative (3)

21,218

23,189

(1,971

)

(8

)%

Total operating expenses

$

107,282

$

104,061

$

3,221

3

%

(1)

The $3,812,000 increase in Same Store operating and maintenance costs included $1,017,000 in increased contract services, $2,283,000 in increased repair and maintenance cost, $413,000 in increased other costs, and $328,000 in increased utilities costs, offset by $229,000 in decreased insurance costs.

(2)

Non-Same Store rental expense includes Garden Oaks (acquired on February 20, 2024), Scottsdale Commons (acquired on April 5, 2024), Village Shops at Dana Park (acquired on December 12, 2024), San Clemente (acquired on May 5, 2025), South Hulen (acquired on June 16, 2025), Mercado (sold on March 27, 2024), Fountain Hills (sold on August 9, 2024), Providence (sold on November 6, 2024) and Woodlake Plaza (sold on June 27, 2025), 1730 S Val Vista (acquired on July 11, 2025), Sugar Park Plaza (sold on September 25, 2025), Kempwood Plaza (sold on December 4, 2025), Ashford Village (acquired on October 31, 2025), and World Cup Plaza (acquired on November 6, 2025).

(3)

The general and administrative expense decrease is attributable to decreased proxy solicitation fees of $1,481,000, decreased legal expenses of $1,585,000, decrease payroll cost of $99,000, and decreased professional fees of $240,000, offset by increased share based compensation of $543,000, office expenses of $245,000, and other expenses of $646,000.

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Other expenses (income). The primary components of other expenses (income) for the year ended December 31, 2025 and 2024 are detailed in the table below (in thousands, except percentages):

Year Ended December 31,

Other Expenses

2025

2024

Change

% Change

Interest expense (1)

$

33,672

$

34,035

$

(363

)

(1

)%

Extinguishment of debt cost

798

—

798

N/A

Gain on sale of properties(2)

(29,957

)

(22,125

)

(7,832

)

35

%

Loss on disposal of assets, net

239

547

(308

)

(56

)%

Gain on partnership redemption (3)

(2,075

)

—

(2,075

)

N/A

Interest, dividend and other investment income

(138

)

(87

)

(51

)

59

%

Total other expenses

$

2,539

$

12,370

$

(9,831

)

(79

)%

(1)

The $363,000 decrease in interest expense is primarily attributable to a decrease in our effective interest rate to 5%, compared to 5.12% for the same period in 2024. This resulted in a $768,000 decrease in interest expense. The decrease was offset by an increase in our average outstanding notes payable balance by $3,274,000, which resulted in a $405,000 increase in interest expense.

(2)

On March 27, 2024, we completed the sale of Mercado at Scottsdale Ranch, located in Phoenix, Arizona, for $26.5 million. We recorded a gain on sale of $6.6 million. On August 9, 2024, we completed the sale of Fountain Hills Plaza along with the adjacent parcel of development land, located in Phoenix, Arizona, for $21.3 million. We recorded a gain on sale of $3.6 million. On November 6, 2024, we completed the sale of Providence, located in Houston, Texas, for $16.3 million. We recorded a gain on sale of $11.9 million. On June 27, 2025, we completed the sale of Woodlake Plaza, located in Houston, Texas, for $4.5 million. We recorded a gain on sale of $0.2 million. On September 25, 2025, we completed the sale of Sugar Park Plaza, located in Houston, Texas, for $20.8 million. We recorded a gain on sale of $14.0 million. On December 4, 2025, we completed the sale of Kempwood Plaza, located in Houston, Texas, for $18.6 million. We recorded a gain on sale of $15.8 million.

(3)

As of December 31, 2025, our ownership in Pillarstone Capital REIT Operating Partnership LP (“Pillarstone” or “Pillarstone OP”) no longer represents a majority interest. On January 25, 2024, we exercised a notice of redemption for substantially all of our investment in Pillarstone OP. On March 4, 2024, Pillarstone Capital REIT (“Pillarstone REIT”) authorized and filed a Chapter 11 bankruptcy (the “Pillarstone Bankruptcies”) of itself, Pillarstone OP, and all of its remaining special purpose entities in the United States Bankruptcy Court for the Northern District of Texas (the “Bankruptcy Court”). We filed a claim in the “Pillarstone Bankruptcies” for the value of our redemption claim along with interest and other costs. On December 12, 2025, we received $33.4 million dollars from Pillarstone OP pursuant to a settlement agreement approved by the Bankruptcy court under Bankruptcy Rule 9019. The settlement agreement directs Pillarstone OP to distribute to us all funds remaining after a payment of $4.05 million to Pillarstone REIT and a reserve of $2.5 million for claims, taxes and administrative expenses. After the $4.05 million payment is made to Pillarstone REIT, we expect to receive approximately $4.0 million in cash and any excess from the $2.5 million in reserves in 2026.

Deficit in earnings of real estate partnership. As of December 31, 2025 and 2024, our ownership in Pillarstone Capital REIT Operating Partnership LP (“Pillarstone” or “Pillarstone OP”) no longer represents a majority interest. On January 25, 2024, we exercised a notice of redemption for substantially all of our investment in Pillarstone OP. For the year ended December 31, 2024 our estimated deficit in earnings from the real estate partnership was $28,000. Please refer to Note 4 (Investment in Real Estate Partnership) to the accompanying consolidated financial statements for more information regarding our investment in Pillarstone OP. 

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Same Store net operating income. The components of Same Store net operating income is detailed in the table below (in thousands):

Year Ended December 31,

Increase

% Increase

2025

2024

(Decrease)

(Decrease)

Same Store (44 properties, excluding development land)

Property revenues

Rental

$

146,172

$

138,769

$

7,403

5

%

Management, transaction and other fees

1,515

2,731

(1,216

)

(45

)%

Total property revenues

147,687

141,500

6,187

4

%

Property expenses

Property operation and maintenance

29,300

25,488

3,812

15

%

Real estate taxes

16,777

16,348

429

3

%

Total property expenses

46,077

41,836

4,241

10

%

Total property revenues less total property expenses

101,610

99,664

1,946

2

%

Same Store straight-line rent adjustments

(2,682

)

(3,160

)

478

(15

)%

Same Store amortization of above/below market rents

(490

)

(787

)

297

(38

)%

Same Store lease termination fees

(892

)

(1,961

)

1,069

(55

)%

Same Store NOI(1)

$

97,546

$

93,756

$

3,790

4.0

%

(1)

See below for a reconciliation of property net operating income to net income.

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Table of Contents

Year Ended December 31,

PROPERTY NET OPERATING INCOME (“NOI”)

2025

2024

Net income attributable to Whitestone REIT

$

49,926

$

36,893

General and administrative expenses

21,218

23,189

Depreciation and amortization

35,929

34,894

Deficit in earnings of real estate partnership (1)

—

28

Interest expense

33,672

34,035

Extinguishment of debt cost

798

—

Interest, dividend and other investment income

(138

)

(87

)

Provision for income taxes

482

450

Gain on sale of properties

(29,957

)

(22,125

)

Loss on disposal of assets, net

239

547

Gain on partnership redemption (4)

(2,075

)

—

NOI of real estate partnership (pro rata) (1)

—

183

Net income attributable to noncontrolling interests

630

480

NOI

$

110,724

$

108,487

Non-Same Store NOI (2)

(9,114

)

(8,640

)

NOI of real estate partnership (pro rata)(1)

—

(183

)

NOI less Non-Same Store NOI and NOI of real estate partnership (pro rata)

101,610

99,664

Same Store straight-line rent adjustments

(2,682

)

(3,160

)

Same Store amortization of above/below market rents

(490

)

(787

)

Same Store lease termination fees

(892

)

(1,961

)

Same Store NOI (3)

$

97,546

$

93,756

(1)

We rely on reporting provided to us by Pillarstone OP’s general partner for financial information regarding the Company’s investment in Pillarstone OP. Because Pillarstone OP financial statements for the year ended December 31, 2024 have not been made available to us, we have estimated deficit in earnings and pro rata share of NOI of real estate partnership based on the information available to us at the time of this report. On January 25, 2024, we exercised our redemption notice for substantially all of our investment in Pillarstone OP. As a result, our ownership no longer represents a majority interest. Please refer to Note 4 to the accompanying consolidated financial statements for the full disclosure.

(2)

We define “Non-Same Stores” as properties that have been acquired since the beginning of the period being compared and properties that have been sold, but not classified as discontinued operations. For purposes of comparing the twelve months ended December 31, 2025 to the twelve months ended December 31, 2024, Non-Same Stores include properties acquired between January 1, 2024 and December 31, 2025 and properties sold between January 1, 2024 and December 31, 2025, but not included in discontinued operations.

(3)

We define “Same Stores” as properties that have been owned during the entire period being compared. For purposes of comparing the twelve months ended December 31, 2025 to the twelve months ended December 31, 2024, Same Stores include properties owned before January 1, 2024 and not sold before December 31, 2025. Straight line rent adjustments, above/below market rents, and lease termination fees are excluded.

(4)

As of December 31, 2025, our ownership in Pillarstone Capital REIT Operating Partnership LP (“Pillarstone” or “Pillarstone OP”) no longer represents a majority interest. On January 25, 2024, we exercised a notice of redemption for substantially all of our investment in Pillarstone OP. On March 4, 2024, Pillarstone Capital REIT (“Pillarstone REIT”) authorized and filed a Chapter 11 bankruptcy (the “Pillarstone Bankruptcies”) of itself, Pillarstone OP, and all of its remaining special purpose entities in the United States Bankruptcy Court for the Northern District of Texas (the “Bankruptcy Court”). We filed a claim in the “Pillarstone Bankruptcies” for the value of our redemption claim along with interest and other costs. On December 12, 2025, we received $33.4 million dollars from Pillarstone OP pursuant to a settlement agreement approved by the Bankruptcy court under Bankruptcy Rule 9019. The settlement agreement directs Pillarstone OP to distribute to us all funds remaining after a payment of $4.05 million to Pillarstone REIT and a reserve of $2.5 million for claims, taxes and administrative expenses. After the $4.05 million payment is made to Pillarstone REIT, we expect to receive approximately $4.0 million in cash and any excess from the $2.5 million in reserves in 2026.

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Table of Contents

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

For a discussion and comparison of the results of our operations for the year ended December 31, 2024 with the year ended December 31, 2023, refer to “Management's Discussion and Analysis of Financial Conditions and Results of Operations” in our Form 10-K for the year ended December 31, 2024 filed with the SEC on March 17, 2025.

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Table of Contents

Reconciliation of Non-GAAP Financial Measures

Funds From Operations (NAREIT) (“FFO”) and Core FFO

The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (loss) available to common shareholders computed in accordance with GAAP, excluding depreciation and amortization related to real estate, gains or losses from the sale of certain real estate assets, gains and losses from change in control, and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity.  We calculate FFO in a manner consistent with the NAREIT definition. We included adjustments for our unconsolidated real estate partnership in prior years, which are no longer applicable.

Core Funds from Operations (“Core FFO”) is a non-GAAP measure. From time to time, we report or provide guidance with respect to “Core FFO” which removes the impact of certain non-recurring and non-operating transactions or other items we do not consider to be representative of our core operating results including, without limitation, default interest on debt of real estate partnership, extinguishment of debt cost, gains or losses associated with litigation involving the Company that is not in the normal course of business, and proxy contest professional fees. 

Management uses FFO as a supplemental measure to conduct and evaluate our business because there are certain limitations associated with using GAAP net income (loss) alone as the primary measure of our operating performance.

Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time.  Because real estate values instead have historically risen or fallen with market conditions, management believes that the presentation of operating results for real estate companies that use historical cost accounting is insufficient by itself.  In addition, securities analysts, investors and other interested parties use FFO as the primary metric for comparing the relative performance of equity REITs.  

FFO and Core FFO should not be considered as an alternative to net income or other measurements under GAAP, as an indicator of our operating performance or to cash flows from operating, investing or financing activities as a measure of liquidity.  FFO and Core FFO does not reflect working capital changes, cash expenditures for capital improvements or principal payments on indebtedness. Although our calculation of FFO is consistent with that of NAREIT, there can be no assurance that FFO and Core FFO presented by us is comparable to similarly titled measures of other REITs.

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Table of Contents

Below are the calculations of FFO and Core FFO and the reconciliations to net income, which we believe is the most comparable GAAP financial measure (in thousands):

Year Ended December 31,

FFO (NAREIT) AND CORE FFO

2025

2024

2023

Net income attributable to Whitestone REIT

$

49,926

$

36,893

$

19,180

Adjustments to reconcile to FFO:(1)

Depreciation and amortization of real estate assets

35,867

34,811

32,811

Depreciation and amortization of real estate assets of real estate partnership (pro rata) (2)

—

111

1,613

Loss on disposal of assets, net

239

547

522

Gain on sale of properties

(29,957

)

(22,125

)

(9,006

)

Gain on partnership redemption (3)

(2,075

)

—

—

Net income attributable to noncontrolling interests

630

480

270

FFO (NAREIT)

$

54,630

$

50,717

$

45,390

Proxy contest costs

—

1,757

—

Extinguishment of debt cost

798

—

—

Default interest on debt of real estate partnership (pro rata) (1)(2)

—

—

1,375

Core FFO

$

55,428

$

52,474

$

46,765

(1)

Includes pro-rata share attributable to real estate partnership.

(2)

We rely on reporting provided to us by our third-party partners for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of and for the years ended December 31, 2024 and 2023 have not been made available to us, we have estimated depreciation and amortization, loss (gain) on sale or disposal of properties or assets of real estate partnership, and default interest on debt of real estate partnership based on the information available to us at the time of this report.

(3)

As of December 31, 2025, our ownership in Pillarstone Capital REIT Operating Partnership LP (“Pillarstone” or “Pillarstone OP”) no longer represents a majority interest. On January 25, 2024, we exercised a notice of redemption for substantially all of our investment in Pillarstone OP. On March 4, 2024, Pillarstone Capital REIT (“Pillarstone REIT”) authorized and filed a Chapter 11 bankruptcy (the “Pillarstone Bankruptcies”) of itself, Pillarstone OP, and all of its remaining special purpose entities in the United States Bankruptcy Court for the Northern District of Texas (the “Bankruptcy Court”). We filed a claim in the “Pillarstone Bankruptcies” for the value of our redemption claim along with interest and other costs. On December 12, 2025, we received $33.4 million dollars from Pillarstone OP pursuant to a settlement agreement approved by the Bankruptcy court under Bankruptcy Rule 9019. The settlement agreement directs Pillarstone OP to distribute to us all funds remaining after a payment of $4.05 million to Pillarstone REIT and a reserve of $2.5 million for claims, taxes and administrative expenses. After the $4.05 million payment is made to Pillarstone REIT, we expect to receive approximately $4.0 million in cash and any excess from the $2.5 million in reserves in 2026.

Property Net Operating Income (“NOI”)

NOI: Net Operating Income: Management believes that NOI is a useful measure of our property operating performance. We define NOI as operating revenues (rental and other revenues) less property and related expenses (property operation and maintenance and real estate taxes). Other REITs may use different methodologies for calculating NOI and, accordingly, our NOI may not be comparable to other REITs. Because NOI adjusts for general and administrative expenses, depreciation and amortization, equity in earnings of real estate partnership, interest expense, interest dividend and other investment income, provision for income taxes, gain or loss on sale of property from discontinued operations, management fee, net of related expenses, gain or loss on sale or disposal of assets, our pro rata share of NOI of equity method investments and net income attributable to noncontrolling interests, it provides a performance measure that, when compared year-over-year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact to operations from trends in occupancy rates, rental rates and operating costs, providing perspective not immediately apparent from net income. We use NOI to evaluate our operating performance since NOI allows us to evaluate the impact that factors such as occupancy levels, lease structure, lease rates and tenant base have on our results, margins and returns. In addition, management believes that NOI provides useful information to the investment community about our property and operating performance when compared to other REITs since NOI is generally recognized as a standard measure of property performance in the real estate industry. However, NOI should not be viewed as a measure of our overall financial performance since it does not reflect general and administrative expenses, depreciation and amortization, interest expense, interest income, provision for income taxes and gain or loss on sale or disposition of assets, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties.

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Table of Contents

Below is the calculation of NOI and the reconciliation to net income, which we believe is the most comparable GAAP financial measure (in thousands):

Year Ended December 31,

PROPERTY NET OPERATING INCOME (“NOI”)

2025

2024

2023

Net income attributable to Whitestone REIT

$

49,926

$

36,893

$

19,180

General and administrative expenses

21,218

23,189

20,653

Depreciation and amortization

35,929

34,894

32,966

Deficit in earnings of real estate partnership (1)

—

28

3,155

Interest expense

33,672

34,035

32,866

Extinguishment of debt cost

798

—

—

Interest, dividend and other investment income

(138

)

(87

)

(51

)

Provision for income taxes

482

450

450

Gain on sale of properties

(29,957

)

(22,125

)

(9,006

)

Management fee, net of related expenses

—

—

16

Loss on disposal of assets, net

239

547

522

Gain on partnership redemption (2)

(2,075

)

—

—

NOI of real estate partnership (pro rata) (1)

—

183

2,553

Net income attributable to noncontrolling interests

630

480

270

NOI

$

110,724

$

108,487

$

103,574

(1)

We rely on reporting provided to us by our third-party partners for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of and for the years ended December 31, 2024 and 2023 have not been made available to us, we have estimated deficit in earnings and pro rata share of NOI of real estate partnership based on the information available to us at the time of this report.

(2)

As of December 31, 2025, our ownership in Pillarstone Capital REIT Operating Partnership LP (“Pillarstone” or “Pillarstone OP”) no longer represents a majority interest. On January 25, 2024, we exercised a notice of redemption for substantially all of our investment in Pillarstone OP. On March 4, 2024, Pillarstone Capital REIT (“Pillarstone REIT”) authorized and filed a Chapter 11 bankruptcy (the “Pillarstone Bankruptcies”) of itself, Pillarstone OP, and all of its remaining special purpose entities in the United States Bankruptcy Court for the Northern District of Texas (the “Bankruptcy Court”). We filed a claim in the “Pillarstone Bankruptcies” for the value of our redemption claim along with interest and other costs. On December 12, 2025, we received $33.4 million dollars from Pillarstone OP pursuant to a settlement agreement approved by the Bankruptcy court under Bankruptcy Rule 9019. The settlement agreement directs Pillarstone OP to distribute to us all funds remaining after a payment of $4.05 million to Pillarstone REIT and a reserve of $2.5 million for claims, taxes and administrative expenses. After the $4.05 million payment is made to Pillarstone REIT, we expect to receive approximately $4.0 million in cash and any excess from the $2.5 million in reserves in 2026.

Taxes

We elected to be taxed as a REIT under the Code beginning with our taxable year ended December 31, 1999.  As a REIT, we generally are not subject to federal income tax on income that we distribute to our shareholders.  If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate rates.  We believe that we are organized and operate in a manner to qualify and be taxed as a REIT, and we intend to operate so as to remain qualified as a REIT for federal income tax purposes.

Off-Balance Sheet Arrangements

Guarantees We may guarantee the debt of a real estate partnership primarily because it allows the real estate partnership to obtain funding at a lower cost than could be obtained otherwise. This results in a higher return for the real estate partnership on its investment, and a higher return on our investment in the real estate partnership. We may receive a fee from the real estate partnership for providing the guarantee. Additionally, when we issue a guarantee, the terms of the real estate partnership’s partnership agreement typically provide that we may receive indemnification from the real estate partnership or have the ability to increase our ownership interest. There are no guarantees as of December 31, 2025 and 2024.
