Announcement • Jul 15

Ares Real Estate Management Holdings, LLC completed the acquisition of Whitestone REIT (NYSE:WSR) from BlackRock, Inc. (NYSE:BLK), MCB PR Capital LLC, and Vanguard Portfolio Management, LLC.

Ares Real Estate Management Holdings, LLC entered into a definitive merger agreement to acquire Whitestone REIT (NYSE:WSR) from BlackRock, Inc. (NYSE:BLK), MCB PR Capital LLC, and Vanguard Portfolio Management, LLC for approximately $1 billion on April 8, 2026. Pursuant to the terms and conditions in the Merger Agreement, each each common share of beneficial interest of Whitestone REIT will be automatically cancelled and converted into the right to receive an amount in cash equal to $19.00 (the “Merger Consideration”), without interest. Furthermore, each outstanding OP unit of partnership interest of Whitestone REIT Operating Partnership, L.P. will be converted into, and will be cancelled in exchange for, the right to receive an amount in cash equal to the Merger Consideration. Equity and debt financing commitments will be used to fund the transaction where Citigroup Global Markets Inc. has committed to provide debt financing under the debt commitment letter. In case of termination of transaction, Ares Real Estate Management Holdings, LLC will pay a termination fee of $77 million and Whitestone REIT will pay a termination fee of $36 million. Upon completion of the transaction, Whitestone will become a private company and shares of Whitestone’s common stock will be de-registered under the Securities Exchange Act of 1934, as amended, and no longer trade on the NYSE. The transaction, which was unanimously approved by the Whitestone Board of Trustees, is expected to close in the third quarter of 2026, subject to customary closing conditions, including approval by the Whitestone REIT’s shareholders. Additionally, Ares shall have received a tax opinion of Bass, Berry & Sims PLC that Whitestone REIT has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code. The special meeting of shareholders of Whitestone REIT will be held to approve the transaction on July 9, 2026. As of July 9, 2026, the transaction has been approved by the shareholders of Whitestone REIT. The proposed acquisition is expected to be completed on or about July 14, 2026, subject to satisfaction or waiver of the remaining customary closing conditions. BofA Securities, Inc. acted as financial advisor and as fairness opinion provider for Whitestone REIT. Jones Lang LaSalle Securities, LLC acted as financial advisor and Richard Mattern, Scott Bell, Tyler Huseman, Todd Ervin, Philip Lewis, Stefanie Chamberlain, Leslie Ford, Marisa Rouse, Gil Uhlhorn, Shelley Thomas and Curtis Fisher of Bass, Berry & Sims PLC acted as legal advisor for Whitestone REIT. Michelle Kelban, Jonathan Benloulou, Emily Lichtenheld, and Daniel Elizo of Kirkland & Ellis LLP acted as legal advisor for Ares. Citigroup Global Markets Inc. acted as lead financial advisor to Ares Real Estate Management Holdings, LLC. Morgan Stanley & Co. LLC acted as financial advisors for Ares. Alliance Advisors, LLC acted as information agent for Whitestone REIT and will receive an estimated fee of $0.07 million. Equiniti Trust Company acted as transfer agent for Whitestone REIT. Dechert LLP acted as legal advisor to Citigroup Global Markets Inc. and Morgan Stanley. Ares Real Estate Management Holdings, LLC completed the acquisition of Whitestone REIT (NYSE:WSR) from BlackRock, Inc. (NYSE:BLK), MCB PR Capital LLC, and Vanguard Portfolio Management, LLC on July 14, 2026. On completion, Whitestone will no longer be traded or listed on any public securities exchange. Amy S. Feng, Julia B. Buthman, Kristian M. Gathright, David K. Holeman, Jeffrey A. Jones, and Donald A. Miller ceased serving as members of the Whitestone REIT's board of trustees.

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