Whitestone REIT (WSR) enters into equity distribution agreements

Whitestone REIT (NYSE: WSR) disclosed:

On September 9, 2022, Whitestone REIT (the “Company”) and Whitestone REIT Operating Partnership, L.P. (the “Operating Partnership”) entered into equity distribution agreements (individually, an “Equity Distribution Agreement” and together, the “Equity Distribution Agreements”) with each of BMO Capital Markets Corp., B. Riley Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, JMP Securities LLC, Piper Sandler & Co., RBC Capital Markets, LLC, 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 the Company’s common shares of beneficial interest, par value $0.001 per share (the “Shares”), from time to time in “at the market” offerings (the “ATM Program”).

The Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-264881) (the “Registration Statement”). The Company filed a prospectus supplement, dated September 9, 2022 (the “Prospectus Supplement”), with the Securities and Exchange Commission in connection with the offer and sale of the Shares.

Sales of the Shares, if any, under the Equity Distribution Agreements may be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, including block sales, negotiated sales and sales made directly on the New York Stock Exchange or sales made to or through a market maker or through an electronic communications network. Each Placement Agent will be entitled to compensation of up to 2.0% of the gross sales price of all Shares sold through it under the applicable Equity Distribution Agreement.

The Shares will be issued pursuant to the Prospectus Supplement and the Registration Statement. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any security nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

The foregoing description of the Equity Distribution Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Equity Distribution Agreement which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

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