Whitestone REIT (WSR) Proxy filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a proposed merger with AREG Wizard Intermediate LP, an affiliate of Ares Real Estate Management Holdings, LLC, under an agreement dated April 8, 2026.

• Shareholders will receive $19.00 in cash per share if the merger is completed, representing a premium to recent trading prices.

• The board unanimously recommends voting in favor of the merger, citing strategic alternatives, market constraints, and a robust sale process that included multiple bidders.

• The merger is not subject to financing contingencies; Ares has secured both equity and debt commitments.

• If approved, the company will be delisted from the NYSE and deregistered under the Exchange Act.

Voting matters and shareholder proposals

• Shareholders will vote on three proposals: approval of the merger, a non-binding advisory vote on executive compensation related to the merger, and potential adjournment of the meeting to solicit more proxies or seek a quorum.

• Approval of the merger requires a majority of all outstanding shares; failure to vote or abstentions count as votes against.

• The advisory compensation vote is not binding and does not affect completion of the merger.

• No appraisal or dissenters' rights are available to shareholders under Maryland law.

Board of directors and corporate governance

• The board conducted a comprehensive review of strategic alternatives, including remaining independent, joint ventures, and a sale.

• The board engaged financial advisors and ran a competitive process, ultimately selecting Ares' offer as the most favorable.

• The board's recommendation is based on price, certainty of value, and the lack of superior alternatives.