Note 11 - Equity

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Equity [Text Block]

11.  EQUITY 

Common Shares         

Under our declaration of trust, as amended, we have authority to issue up to 400,000,000 common shares of beneficial interest, $0.001 par value per share, and up to 50,000,000 preferred shares of beneficial interest, $0.001 par value per share.

Equity Offerings

On May 20, 2022, our universal shelf registration statement on Form S-3 was declared effective by the SEC, which registers the issuance and sale by us of up to $500 million in securities from time to time, including common shares, preferred shares, debt securities, depositary shares and subscription rights.

On September 9, 2022, we entered into eleven equity distribution agreements for an at-the-market equity distribution program (the “2022 equity distribution agreements”) providing for the issuance and sale of up to an aggregate of $100 million of the Company’s common shares pursuant to our Registration Statement on Form S-3 (File No. 333-264881). Actual sales will depend on a variety of factors determined by us from time to time, including (among others) market conditions, the trading price of our common shares, capital needs and our determinations of the appropriate sources of funding for us, and were made in transactions that will be deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act. We have no obligation to sell any of our common shares and can at any time suspend offers under the 2022 equity distribution agreements or terminate the 2022 equity distribution agreements.

We have in the past, and expect to in the future, enter into at-the-market equity distribution programs providing for the issuance and sale of common shares. Actual sales will depend on a variety of factors determined by us from time to time, including (among others) market conditions, the trading price of our common shares, capital needs and our determinations of the appropriate sources of funding for us, and were made in transactions that will be deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"). For the three months ended March 31, 2024 and 2023, we did not sell shares under the equity distribution agreements. 

Operating Partnership Units

Substantially all of our business is conducted through our Operating Partnership.  We are the sole general partner of the Operating Partnership.  As of March 31, 2024, we owned a 98.7% interest in the Operating Partnership.

Limited partners in the Operating Partnership holding OP units have the right to redeem their OP units for cash or, at our option, common shares at a ratio of one OP unit for one common share.  Distributions to OP unit holders are paid at the same rate per unit as distributions per share to holders of Whitestone common shares.  As of March 31, 2024 and December 31, 2023, there were 50,487,256  and 50,182,938 OP units outstanding, respectively.  We owned 49,838,056 and 49,489,991 OP units as of March 31, 2024 and December 31, 2023, respectively. The balance of the OP units is owned by third parties, including certain members of our Board of Trustees.  Our weighted average share ownership in the Operating Partnership was approximately 98.7% and 98.6% for the three months ended March 31, 2024 and 2023, respectively. During the three months ended  March 31, 2024 and 2023, 43,747 and 11 OP units, respectively, were redeemed for an equal number of common shares. 

Distributions 

The following table summarizes the cash distributions paid or payable to holders of common shares and to holders of noncontrolling OP units during each quarter of 2023 and the three months ended March 31, 2024 (in thousands, except per share/per OP unit data):

	Common Shares				Noncontrolling OP Unit Holders				Total
Quarter Paid	Distributions Per Common Share		Amount Paid		Distributions Per OP Unit		Amount Paid		Amount Paid
2024
First Quarter	$	0.1200	$	5,969	$	0.1200	$	80	$	6,049
Total	$	0.1200	$	5,969	$	0.1200	$	80	$	6,049
2023
Fourth Quarter	$	0.1200	$	5,930	$	0.1200	$	83	$	6,013
Third Quarter		0.1200		5,928		0.1200		83		6,011
Second Quarter		0.1200		5,913		0.1200		83		5,996
First Quarter		0.1200		5,913		0.1200		83		5,996
Total	$	0.4800	$	23,684	$	0.4800	$	332	$	24,016