v3.26.3
Note 8 - Related Party Transactions
12 Months Ended
Dec. 31, 2025
Notes to Financial Statements  
Related Party Transactions Disclosure [Text Block]

8.

Related Party Transactions

 

Expense Reimbursements. Under its Amended and Restated Agreement of Limited Partnership, dated December 8, 2016, Pillarstone OP was responsible for all expenses relating to its organization, the ownership of its assets and its operations. It is also responsible for the administrative and operating costs and expenses incurred by us as General Partner of Pillarstone OP, including, without limitation, all expenses relating to the General Partner’s (i) continued existence and subsidiary operations, (ii) offerings and registration of securities, (iii) preparation and filing of any periodic or other reports and communications required under federal, state or local laws and regulations, (iv) compliance with laws, rules and regulations promulgated by any regulatory body, and (v) operating or administrative costs incurred in the ordinary course of business on behalf of the Partnership; provided, however, that such costs and expenses shall not include any administrative or operating costs of the General Partner attributable to assets owned by the General Partner directly and not through Pillarstone OP or the Subsidiaries.

 

Indemnification provisions within the Pillarstone OP Amended and Restated Agreement of Limited Partnership also provide for indemnification by Pillarstone OP of all losses, claims, damages, liabilities, joint or several, expenses (including, without limitation, attorneys’ fees and other legal fees and expenses), judgments, fines, settlements and other amounts, arising from or in connection with any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, relating to Pillarstone OP or the General Partner or the operation of, or the ownership of property in which an indemnitee may be involved, or is threatened to be involved, unless a court of competent jurisdiction established that indemnification was not permitted under the circumstances described in the Pillarstone OP Amended and Restated Agreement of Limited Partnership.

 

These reimbursement provisions provided the Company with critical sources of cash and liquidity to maintain our operations. Following Whitestone’s abrupt termination of managerial services to Pillarstone OP, we incurred significant costs to internalize management, and to select and implement an enterprise-wide system of our own. We also incurred substantial legal costs in our litigation with Whitestone.

 

The Company had no assets, activities or operations other than those related to Pillarstone OP. Hence, all of our costs and expenses were reimbursable under the applicable provisions of the Amended and Restated Agreement of Limited Partnership. We recorded reimbursements from Pillarstone OP totaling $671 thousand and $229 thousand in the years ended December 31, 2025 and 2024, respectively, for operating and administrative expenses incurred.

 

Summary. The following table presents the revenue and expenses with related parties included in our consolidated statement of operations (in thousands):

 

        Year Ended December 31,  
   

Location of Revenue (Expense)

 

2025

   

2024

 

Interest expense on convertible notes to active trustees (1)

 

Interest expense, net

    -       (19 )

 

(1)   Mr. Paul Lambert served as a trustee from November 1998 until his death in November 2024. He is no longer reported as a related party in 2025.

 

Receivables due from and payables due to related parties consisted of the following (in thousands):

 

   

Location of Receivable (Payable)

 

December 31, 2025

   

December 31, 2024

 

Receivable from Pillarstone Capital REIT Operating Partnership LP, related party

 

Receivable from Pillarstone Capital REIT Operating Partnership LP, related party

  $ -     $ 4,050  

Executive compensation

 

Accounts payable and accrued expense

    (403 )     -  

Executive indemnification

 

Accounts payable and accrued expense

    (63 )     -  

Payable due to related party

 

Payable due to related party

    -       (22 )

Convertible notes payable (1)

 

Convertible notes payable - related parties

    (99 )     (150 )

Accrued interest on convertible notes (1)

 

Accrued interest payable

    (100 )     (141 )

 

(1)   Mr. Paul Lambert served as a trustee from November 1998 until his death in November 2024. He is no longer reported as a related party in 2025.