Welcome to our dedicated page for Wheeler Real Estate Invt Tr SEC filings (Ticker: WHLR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Wheeler Real Estate Investment Trust, Inc. (WHLR) received SEC effectiveness for its Form S-11 registration statement on 20 June 2025 at 9:00 A.M.
The Form S-11 effectiveness notice formally clears the company to proceed with a public offering of securities registered under file number 333-287930. No financial terms, share counts, or pricing details are provided in the filing excerpt. Investors should note that effectiveness merely permits, but does not oblige, the company to issue the registered securities.
Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR) has issued Prospectus Supplement No. 8 dated June 20, 2025, which incorporates the Company’s same-day Form 8-K.
The supplement reconfirms that WHLR may continue to pay interest on its 7.00% Subordinated Convertible Notes due 2031 with newly-issued Series B or Series D preferred shares, reminding investors of the high-risk nature of these securities.
The attached Form 8-K contains two primary updates:
- 2025 Annual Meeting: A virtual meeting is scheduled for August 20, 2025. Shareholders of record on July 3, 2025 may vote. Because the meeting is more than 30 days after the 2024 meeting date, all proposal, advance-notice and universal-proxy deadlines move to 5:00 p.m. ET on June 30, 2025.
- Series D Preferred Stock Redemptions: The redemption request deadline is June 25, 2025 for settlement on July 7, 2025. WHLR’s Form S-11 registering up to 100,043,323 common shares became effective on June 20, 2025, ensuring the Company can satisfy every properly-submitted July redemption entirely in registered common stock.
All correspondence—including Rule 14a-8 proposals, director nominations, and universal-proxy notices—must be delivered in writing to the Corporate Secretary by the revised June 30 deadline. Required redemption documents and FAQs are available on the investor-relations site.
No financial performance metrics, earnings data, or major transactions were disclosed in this filing.
Wheeler Real Estate Investment Trust, Inc. (Nasdaq: WHLR) has filed a Form 8-K to update investors on two administrative matters.
1. 2025 Annual Meeting: The virtual meeting is set for 20 Aug 2025, with a record date of 3 Jul 2025. Because the meeting falls more than 30 days after the 2024 AGM, the company has reset its governance timelines. Shareholder proposals under Rule 14a-8, advance-notice director nominations under WHLR’s bylaws, and universal proxy notices under Rule 14a-19 must all be received by 5:00 p.m. ET on 30 Jun 2025.
2. Series D Preferred Stock redemptions: WHLR’s Form S-11 registering up to 100,043,323 common shares became effective on 20 Jun 2025. This clearance allows the company to issue registered common stock to satisfy every properly submitted Series D redemption request on the 7 Jul 2025 redemption date. The cutoff for submitting redemption paperwork is 25 Jun 2025.
No operational or earnings data were provided; the filing focuses on governance deadlines and assurance of share availability for preferred stock conversions.
Wheeler Real Estate Investment Trust, Inc. (Nasdaq: WHLR) has filed a Rule 424(b)(3) prospectus covering the potential issuance of up to 100,043,323 shares of common stock. The shares would be issued exclusively to satisfy (i) the redemption rights of the Series D Cumulative Convertible Preferred Stock at $25.00 per share plus accrued dividends and (ii) any holder-elected conversion of that preferred stock. The Company explicitly states it has been, and intends to remain, settling redemptions in shares rather than cash until all Series D shares are redeemed or a settlement is reached with two-thirds of the holders.
The registration covers three buckets: (1) 100,000,000 shares reserved for future redemptions (calculated using a $5.04 ten-day VWAP and an anticipated July 7, 2025 first holder redemption date), (2) 43,313 shares previously registered but still unissued for redemptions, and (3) 10 shares previously registered for conversions. The Company will receive no cash proceeds from issuing these shares because they are exchanged for the preferred stock.
As of June 20, 2025, WHLR had only 1,094,686 common shares outstanding; therefore, full utilization of the prospectus would increase the share count dramatically relative to the current float. Management acknowledges in the risk-factor section that the resulting dilution has already contributed to a “steep decline” in market value and is expected to continue. The last reported common share price on June 18, 2025 was $3.42.
The prospectus contains customary forward-looking statements and an extensive risk discussion, highlighting tenant concentration, financing constraints, litigation exposure, and the dilutive impact of the Series D redemption mechanism. No new operating or earnings data are provided.
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