Pillarstone Capital REIT Filed Four Late SEC Reports on Oct 7, 2026: No Properties, $4.2M Cash, Going Concern

What was filed on October 7, 2026, and why it looks like “several 10-Qs at once”

It was not only 10-Qs. EDGAR shows four reports with that date: the Form 10-K for the year ended December 31, 2025 and the Forms 10-Q for the first, second and third quarters of 2025. The cover of the third-quarter 10-Q ticks “No” to having filed all required reports in the previous twelve months, and the 10-K itself says the market for the shares is “sporadic and highly limited” in part “as we have been delinquent in filing our annual and quarterly reports under the Exchange Act”.

The October filings are the last step in a catch-up that started on July 31, 2025, when the company filed its 10-K for 2022 and the 10-Q for the quarter ended September 30, 2022. Its last on-time 10-Q was for the quarter ended June 30, 2022 (filed August 12, 2022).

Source: EDGAR filing list for CIK 928953 read on November 1, 2026, and the cover page of each report. The primary document of the June 15, 2026 filing for the quarter ended March 31, 2023 is named “pscr20250930_10q.htm” on EDGAR, but its cover says March 31, 2023.

The deadlines come from the forms. Form 10-Q General Instruction A.1 gives “45 days after the end of the fiscal quarter for all other registrants” (those that are not accelerated filers), and the Form 10-K instruction gives “90 days after the end of the fiscal year covered by the report for all other registrants”. Pillarstone ticks “non-accelerated filer” on its cover. By that count the quarter ended September 30, 2026 is due 45 days later, on Saturday, November 14, 2026, and the 10-K for 2026 on March 31, 2027.

What the company owned, and what it owns now

Pillarstone became a real-estate company in December 2016, when Whitestone REIT’s operating partnership contributed four subsidiaries holding 14 properties, valued at about $84 million, to Pillarstone’s operating partnership in return for units and the assumption of about $65.9 million of liabilities. Pillarstone was the general partner and owned about 18.6% of the partnership; Whitestone’s operating partnership owned about 81.4%. The story of the Whitestone side is in our Whitestone REIT page.

The balance sheet shows what has been left since. Consolidated total assets were $57.6 million at December 31, 2021 and $55.5 million a year later, then $32.5 million at December 31, 2023 and $4.2 million at December 31, 2024, when the partnership and its subsidiaries had been removed from the statements after their March 2024 bankruptcy filings. At December 31, 2025 total assets were $4,176 thousand, 93% below the 2021 figure (our arithmetic), and all of it was cash.

Sources: 10-K for 2024 (0001437749-26-027474), 10-Qs for March 31, June 30 and September 30, 2025 (0001437749-26-032286, -032287, -032291) and 10-K for 2025 (0001437749-26-032293). Tables in the filings are in thousands.

Two things in the table are easy to misread. First, the $4,050 thousand receivable was already on the books in 2024: it is the estimated fair value of Pillarstone’s interest in its own operating partnership that the company recorded when it stopped consolidating the partnership on March 4, 2024. In December 2025 it was collected, which is why cash rose from $127 thousand to $4,176 thousand and the receivable disappeared. Second, the statements show no revenue since 2024. The September 30, 2025 quarter shows a profit of $186 thousand only because $273 thousand of expense reimbursements from the operating partnership more than covered costs; for the full year 2025 the company reported a net loss of $423 thousand, or $0.86 a share.

The eight sales behind “no properties”

The subsidiaries, not Pillarstone Capital REIT itself, held and sold the real estate. The 10-Q for September 30, 2025 lists the sales and says the properties went “to unrelated third party purchasers between October 2024 and July 2025”.

Source: Management’s discussion in the 10-Q for the quarter ended September 30, 2025 (accession 0001437749-26-032291). The eight purchase prices add to $65,803,000 (our arithmetic).

Whose “plan of liquidation”? What each filing says

This is the point most summaries get wrong, so it is worth quoting. The filings use three different structures:

• A plan of liquidation in the jointly administered case, case number 24-30653-mvl-11 in the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division. The 10-Q says bankruptcy cases “were filed for us and Pillarstone OP, as well as Whitestone CP Woodland Ph. 2, LLC, Whitestone Industrial-Office, LLC and Whitestone Offices, LLC”, and the 10-K says the plan was confirmed in November 2024. So the parent company, Pillarstone Capital REIT, is itself a debtor in this case.
• A plan of reorganization in the Uptown Tower case, number 23-32832-mvl-11, filed December 1, 2023 by Whitestone Uptown Tower, LLC, a subsidiary. That case is separate and, per the 10-Q, “was not party or subject to the settlement”.
• The sales language, which joins the two: the sales “were made pursuant to the plan of liquidation in the bankruptcy case of us and our subsidiaries other than Uptown Tower and the plan of reorganization in the Uptown Tower bankruptcy case.”

The 10-K does not say the company will be dissolved or wound up. What it says is that it is “considering our strategic plans following the outcome of the bankruptcy cases”, that those plans “may include the acquisition of portfolios of properties” or developing properties, and that if it does not succeed in acquiring a new business “our investors will likely lose their entire investment.” It also ticks the shell-company box: “No” on the first- and second-quarter 2025 10-Qs, “Yes” on the third-quarter 10-Q and the 10-K.

The December 2025 settlement, line by line

In December 2025, over the company’s objection, the bankruptcy court approved a settlement between the plan agent, a court-appointed role that administers claims and distributions, and the Whitestone entities. The 10-Q describes the money this way:

Source: Note 9 of the 10-Q for the quarter ended September 30, 2025 (accession 0001437749-26-032291), also in the 10-K.

Two clauses matter to a shareholder. The plan agent “shall administer claims against our estate” using the $4.05 million “and any other cash in our estate”, and “shall direct the debtors to distribute any surplus proceeds remaining from the Pillarstone Distribution to our equity interest holders in accordance with the plan of liquidation”. Separately, the company says Whitestone has “asserted an interpretation of the agreement with which we disagree relating to whether ongoing distributions outside the scope of the agreement should be directed to Whitestone OP, and these disputes are ongoing”, while also saying it expects “no further settlements related to Pillarstone OP and its subsidiaries”. The Whitestone side of this was summarised in our page on Whitestone REIT; Pillarstone’s own account is the one quoted here.

Debts were paid from the sale proceeds: the 10-Q says unsecured creditors in the Chapter 11 cases “were repaid in December 2025 and January 2026”, and in January 2026 the $198 thousand of convertible notes were repaid “including only interest accrued prior to the filing of the bankruptcy petition”. In August 2026 Pillarstone’s operating partnership repurchased the last unit held by Whitestone’s operating partnership for $1.34, after the Ares change of control of Whitestone in July 2026, and the 10-K says that “since August 2026” Pillarstone has owned all of the partnership’s equity. (The 10-K’s management discussion says the same of December 31, 2025; the business section dates it to August 2026, and we use that date.)

Going concern: the same sentence in every 2025 report

The going-concern note appears in all four October 2026 filings with a different date and deficit:

The auditor of the 10-K, M&K CPAS, PLLC (auditor since 2025, report dated October 7, 2026), made going concern a critical audit matter, citing “lack of operations and having an accumulated deficit”. The 10-Q for September 30, 2025 also reports that disclosure controls “were not effective” and describes two material weaknesses, which the company attributes to Whitestone’s 2022 termination of management services.

The note says the company needs “to raise substantial amounts of additional funds”, and the 2026 text adds that its debts have been repaid from sale proceeds. So the warning in the 2026 filings is less about debt coming due than about having no operating business: cash of $4.18 million at December 31, 2025, set against $1.41 million of liabilities and an office lease at $2,700 a month that expires in November 2026.

What holders own, and what the market has said

The 10-K lists 695,214 common shares issued and 38,130 in treasury, so 657,084 outstanding (the cover figure at October 1, 2026, unchanged since 2022). It estimates 97 holders of record and about 250 beneficial holders at March 31, 2026. The shares are quoted on the Expert Market as PRLEQ; the Class A preferred shares as PRLPQ (two holders of record, no transactions in two years); the Class C preferred shares are not quoted. Every quarterly high and low for 2024 and 2025 is $0.02. The cover page uses a closing price of $0.0154 from March 23, 2026, the last date before June 30, 2026 with a reported trade, and the 10-K cites an unsolicited offer of $0.05 on July 27, 2026.

Using the 10-K’s own figures, three arithmetic points (ours, not the company’s) show why the price and the balance sheet cannot be read together:

• Total equity of $2,770 thousand divided by 657,084 shares is $4.22 a share. That is book value of all equity, not a value for common shares.
• The two preferred classes carry a stated $10.00 liquidation preference per share: 256,636 Class A and 231,944 Class C shares come to $4,885,800, more than total equity (Class C also accrues unpaid dividends). The filings do not say in what order a distribution to equity interests would be made or what the plan provides; that is for the plan itself.
• 657,084 shares at $0.0154 is about $10,100. Cash is not distributable surplus: liabilities, the estate reserves, taxes, the litigation and the plan agent’s fees come first, and the company says its future depends on the bankruptcy outcome.

The company does not expect to pay a dividend: “We do not anticipate paying dividends on our common shares in the foreseeable future.”

What a reader can do with this

This is analysis of public documents, not investment, legal or tax advice. The filings leave a reader with specific things to check:

• Read the plan, not the summary. Both the 10-Q and the 10-K point to the confirmed plan of liquidation in case 24-30653-mvl-11 for what equity interest holders receive. The court docket and the plan are the primary documents; the 10-K only says surplus goes to equity interest holders “in accordance with the plan”.
• Watch for the 2026 reports. The 10-Qs for March 31 and June 30, 2026 are not on EDGAR, and the quarter ended September 30, 2026 passes its 45-day mark on Saturday, November 14, 2026. The company has not said in the 10-K that it intends to stop reporting; a Form 15 would be the filing that does that (we found no mention of it in the 10-K).
• Expect no vote on the next step. The risk factors say it is “unlikely that our shareholders will be afforded any opportunity to evaluate or approve a business transaction”.
• Treat quotes as thin. Two years of $0.02 highs and lows and a $0.05 unsolicited offer are all the 10-K shows. For how losses on shares like these are treated for tax, see our worthless-stock deduction guide, which explains the rules and does not apply them to this company.
• If you came here from the fee tables: the 5.0% and 3.0% property management fees quoted for Pillarstone in our property management fee comparison come from agreements that the 10-K says Whitestone TRS terminated in July 2022; the company has owned no property since 2025.

FAQ

Sources, read on EDGAR on November 1, 2026: Pillarstone Capital REIT (CIK 928953) Form 10-K for 2025 (0001437749-26-032293); Forms 10-Q for March 31, June 30 and September 30, 2025 (0001437749-26-032286, -032287, -032291); Forms 10-K for 2022, 2023 and 2024 (0001437749-25-024227, 0001437749-26-020616, 0001437749-26-027474) and 10-K/A (0001437749-26-029557); the EDGAR filing list; SEC Form 10-Q and Form 10-K instructions. The days-late counts, the sum of purchase prices, the 93% decline in assets, the book value per share, the preference total and the share value at $0.0154 are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.