Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Whitestone REIT: Adopted Bylaw Amendment No. 3 adding an exclusive forum provision for certain corporate and securities law actions (effective 2026-04-08).
- Change
- bylaw amendment
- Effective
- 2026-04-08
Exact text from the filing
On April 8, 2026, in connection with the execution of the Merger Agreement, the Board adopted the Amendment No 3. to the Amended and Restated Bylaws of the Company (the “Bylaw Amendment”). The Bylaw Amendment adds an exclusive forum provision providing that, unless the Company consents in writing to an alternative forum, the Circuit Court for Baltimore City, Maryland, (or, if the Circuit Court for Baltimore City, Maryland, does not have jurisdiction, the U.S. District Court for the District of Maryland, Northern Division), to the fullest extent permitted by law, shall be the sole and exclusive forum for certain state corporate law or stockholder derivative actions, and that the federal district courts of the United States shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”).
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Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Whitestone REIT entered into Agreement and Plan of Merger with AREG Wizard Parent LP, AREG Wizard Intermediate LP, AREG Wizard Operating Partnership LP valued at $19.00 (effective 2026-04-08).
- Action
- entry
- Agreement
- merger
- Counterparty
- AREG Wizard Parent LP, AREG Wizard Intermediate LP, AREG Wizard Operating Partnership LP
- Value
- $19.00
- Effective
- 2026-04-08
Exact text from the filing
with the Company, the “Company Parties”), 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”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein and in accordance with the 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”).
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