[8-K] Wheeler Real Estate Investment Trust, Inc Reports Material Event

Rhea-AI Filing Summary

Item 8.01 – Preferred redemptions and note conversion price

On 7 July 2025 Wheeler Real Estate Investment Trust (Nasdaq: WHLR) completed its 22nd monthly redemption window for its Series D Cumulative Convertible Preferred Stock. Seven holders redeemed 11,490 preferred shares at an all-in price of about $41.15 per share, which WHLR settled by issuing 65,898 common shares.

Cumulative progress

• 358 redemption requests processed to date
• 1,652,493 Series D shares redeemed in total
• ≈301,500 common shares issued in aggregate

Post-transaction share count stands at 1,160,584 common shares and 1,836,032 Series D preferred shares outstanding as of 7 July 2025.

Convertible notes

The July redemptions did not trigger an adjustment to the conversion price of WHLR’s 7.00% Subordinated Convertible Notes due 2031. The price remains $2.82 (8.87 common shares per $25 note), well below the recent 10-day VWAP of $7.17, implying probable conversion and additional dilution potential.

Future redemptions & registration

An S-11 registration statement covering up to 100,043,323 common shares became effective on 20 June 2025, enabling WHLR to satisfy all future preferred redemptions with registered stock. The next redemption cut-off is 25 July 2025, with settlement on 5 August 2025.

Investment takeaways

WHLR continues to exchange high-dividend preferred shares for equity, reducing cash dividend obligations but introducing significant dilution risk to current common shareholders. The unchanged, deeply in-the-money note conversion price compounds this overhang.

Positive

• Reduction of preferred obligations: 1.65 million Series D shares redeemed to date lowers future high-yield dividend payments.
• Liquidity preservation: Settling redemptions with registered common stock avoids cash outflow and supports balance-sheet flexibility.

Negative

• Dilution risk: 65,898 new shares issued in July and a 100 million-share S-11 shelf could materially dilute existing common shareholders.
• In-the-money note conversion: $2.82 conversion price, far below market, signals additional equity issuance pressure when 7% notes convert.

Insights

REIT Equity Analyst

TL;DR: Redemptions lessen costly preferred burden but massive authorised issuance and low note conversion price threaten severe dilution, weighing on equity value.

WHLR’s swap of 11,490 Series D shares for 65,898 common shares extends a strategy that has removed 1.65 million preferred shares since launch. Eliminating a 9.0% dividend instrument is economically sensible and modestly improves cash flow. However, today’s common float is only 1.16 million shares versus a newly effective shelf for 100 million. Even a fraction of that capacity would swamp existing equity, depressing per-share metrics and market perception.

The 7% notes’ $2.82 conversion price—just 39% of the recent $7.17 VWAP—remains untouched, signalling more dilution if holders convert. In my view, while preferred holders benefit, common shareholders face escalating supply risk that overshadows the cash-flow upside. Net impact: negative for equity.

Credit Analyst

TL;DR: Liquidity preserved via stock settlement; stable conversion price leaves noteholders advantaged but credit profile unchanged.

Settling redemptions in equity instead of cash helps conserve cash, a positive for creditors. The absence of a conversion-price reset maintains existing noteholder economics, reinforcing the attractiveness of conversion versus cash redemption. While potential equity dilution is high, from a credit standpoint WHLR avoids incremental leverage and protects liquidity. Overall effect on credit metrics is neutral.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

  CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): July 7, 2025

 WHEELER REAL ESTATE INVESTMENT TRUST, INC.

(Exact name of registrant as specified in its charter)  

Maryland

001-35713

45-2681082

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(IRS Employer Identification No.)

2529 Virginia Beach Blvd. Virginia Beach, VA						23452
(Address of principal executive offices)						(Zip code)

Registrant’s telephone number, including area code: (757) 627-9088

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions: 

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

WHLR

Nasdaq Capital Market

Series B Convertible Preferred Stock

WHLRP

Nasdaq Capital Market

Series D Cumulative Convertible Preferred Stock

WHLRD

Nasdaq Capital Market

7.00% Subordinated Convertible Notes due 2031

WHLRL

Nasdaq Capital Market

Item 8.01 Other Events

Conversion Price of 7.00% Subordinated Convertible Notes due 2031 - No Adjustment

Item 8.01 of this Current Report on Form 8-K as to the redemptions by the holders of Wheeler Real Estate Investment Trust, Inc.’s (the “Company”) Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) is incorporated herein by reference.

Pursuant to Section 14.02 (Optional Conversion) of the indenture governing the Company’s 7.00% Subordinated Convertible Notes due 2031 (the “Notes”), the conversion price for the Notes was not adjusted following the July redemptions, and remains unchanged at approximately $2.82 per share of Common Stock (approximately 8.87 shares of Common Stock for each $25.00 of principal amount of the Notes being converted).

Results of July 2025 Series D Preferred Stock Redemptions

•The 22nd monthly “Holder Redemption Date” occurred on July 7, 2025.

•The Company processed 7 redemption requests from holders of its Series D Preferred Stock, collectively redeeming 11,490 shares of Series D Preferred Stock for a redemption price of approximately $41.15 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the July 7, 2025 Holder Redemption Date) (the “Redemption Price”).

•The Company settled the aggregate Redemption Price through the issuance of 65,898 shares of its Common Stock.

•The volume weighted average of the closing sales price, as reported on the Nasdaq Capital Market, per share of Common Stock for the ten consecutive trading days immediately preceding, but not including, the July 7, 2025 Holder Redemption Date was approximately $7.17.

Cumulative Series D Preferred Stock Redemption Information

•To date, the Company has processed 358 redemption requests, collectively redeeming 1,652,493 shares of Series D Preferred Stock.

•The Company has issued approximately 301,500 shares of its Common Stock in settlement of all such redemption requests in the aggregate.

•As of July 7, 2025, the Company had 1,160,584 shares of Common Stock and 1,836,032 shares of Series D Preferred Stock outstanding.

August 2025 Redemptions

•The deadline for the next monthly round of Series D Preferred Stock redemptions is July 25, 2025.

•The next monthly Holder Redemption Date will occur on August 5, 2025 (the "July Redemption Date").

•On June 20, 2025, the Company’s registration statement for up to 100,043,323 shares of its Common Stock on Form S-11 (File No. 333-287930) was declared effective.

•Accordingly, the Company issued registered Common Stock to settle the July redemptions, and will settle all redemption requests properly made for the August Redemption Date with registered Common Stock.

•Required redemption forms and a list of frequently asked questions can each be found on the Company’s website at https://ir.whlr.us/series-d/series-d-redemption.

Information contained on the Company’s website is not incorporated by reference into this Current Report on Form 8-K and should not be considered to be part of this Current Report on Form 8-K.

Forward-Looking Statements.

This Current Report on Form 8-K includes forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as "will, "anticipates," "possible," "likely," "plans," and “expects”, or the negative of such terms, or other comparable terminology. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Current Report on Form 8-K, and the Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein, or to reflect any change in our expectations with regard thereto or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required by applicable law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WHEELER REAL ESTATE INVESTMENT TRUST, INC.
By:						/s/ Crystal Plum
						Name: Crystal Plum
						Title: Chief Financial Officer

Dated: July 8, 2025

FAQ

How many Series D Preferred shares did WHLR redeem in July 2025?

WHLR redeemed 11,490 Series D Preferred shares, issuing 65,898 common shares at an effective price of about $41.15 per preferred share.

What is the cumulative total of Series D Preferred redemptions for WHLR?

Since inception, 358 requests have resulted in 1,652,493 Series D shares being redeemed, settled with roughly 301,500 common shares.

What are WHLR's outstanding share counts after the July 2025 redemption?

As of 7 July 2025, WHLR has 1,160,584 common shares and 1,836,032 Series D Preferred shares outstanding.

Did the July 2025 redemptions change the conversion price of WHLR's 7% convertible notes?

No. The conversion price remains $2.82 per common share, or 8.87 shares per $25 note.

How many common shares can WHLR issue under its new S-11 registration?

Up to 100,043,323 common shares were registered on Form S-11, declared effective on 20 June 2025.

When is the next Series D Preferred stock redemption date for WHLR?

Redemption requests are due by 25 July 2025, with the Holder Redemption Date set for 5 August 2025.