Merger Agreement Between Whitestone REIT and Ares Real Estate Management

Whitestone REIT (the “Company”) has entered into an Agreement and Plan of Merger with AREG Wizard Parent LP (“Parent”), an affiliate of Ares Real Estate Management, for a two-part merger involving the Company and its operating partnership. The merger is expected to be completed by October 5, 2026. Upon completion, the Company will merge with Merger Sub, a subsidiary of Parent, and the Operating Partnership will merge with Merger OP. Shareholders will receive $19.00 in cash for each common share. Equity awards will also be converted to cash payments. Parent has secured debt and equity financing for the transaction. The Company's Board of Trustees has unanimously approved the merger agreement, deeming it advisable and in the best interests of the Company and its stakeholders. The agreement includes customary provisions such as "no shop" restrictions, termination rights, and termination fees for both parties. Whitestone REIT will continue to pay its regular quarterly dividend of $0.1425 per share, provided it maintains its REIT status. The company also amended its bylaws to establish exclusive forum provisions for certain legal actions.