Wheeler Real Estate Investment Trust (NASDAQ: WHLR) cuts note conversion price

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust is reshaping its capital structure through stock-for-stock exchanges and preferred redemptions. In early December 2025 it agreed to issue 429,000 and 451,200 shares of common stock in separate deals with unaffiliated investors in exchange for Series B and Series D preferred shares, which are being retired, and no cash was received.

The company also processed December Series D preferred redemptions, issuing 157,093 common shares to redeem 12,700 preferred shares at a redemption price of approximately $42.62 per share. Because recent Series D conversions occurred at roughly $3.45 per common share, the conversion price on its 7.00% Subordinated Convertible Notes due 2031 has been reset from approximately $3.48 to approximately $1.90 per share, increasing the conversion rate from about 7.17 to about 13.19 common shares for each $25.00 of principal amount. As of December 8, 2025, 1,783,599 common shares and 1,519,144 Series D preferred shares were outstanding.

Positive

• None.

Negative

• Conversion price on 7.00% notes cut from approximately $3.48 to approximately $1.90 per common share (about 7.17 to 13.19 shares per $25.00 of principal), representing a 45% discount to $3.45 and materially increasing potential dilution if the notes are converted.

Insights

Equity and capital structure analyst

Large stock-for-preferred exchanges and a lower note conversion price heighten dilution risk for common shareholders.

Wheeler Real Estate Investment Trust is using its common stock as currency to simplify its capital stack. It agreed to issue 429,000 and 451,200 common shares in early December 2025 to unaffiliated holders in exchange for Series B and Series D preferred shares, which are being retired, and the company received no cash proceeds. This reduces outstanding preferred obligations but shifts more value into the common equity layer.

Separately, on the 27th monthly Holder Redemption Date on December 5, 2025, the company processed three Series D Preferred redemption requests, redeeming 12,700 shares at a Redemption Price of about $42.62 per share, settled through 157,093 common shares. Cumulatively, 397 redemption requests have redeemed 1,759,181 Series D shares, with approximately 445,000 common shares issued to settle them. As of December 8, 2025, 1,783,599 common shares and 1,519,144 Series D Preferred shares were outstanding, showing a significant ongoing exchange of preferred into common.

The anti-dilution mechanics on the 7.00% Subordinated Convertible Notes due 2031 have also shifted in a way that favors noteholders. Because the lowest Series D conversion price in the December redemptions was approximately $3.45 per common share, the note conversion price moved from about $3.48 (roughly 7.17 shares per $25.00 of principal) to about $1.90 (roughly 13.19 shares per $25.00), a 45% discount to $3.45. This materially increases the number of common shares that could be issued if noteholders convert, adding notable dilution risk for existing common shareholders.

8-K Event Classification

2 items: 3.02, 8.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

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FAQ

What new common shares did Wheeler Real Estate Investment Trust (WHLR) agree to issue in December 2025?

In early December 2025, Wheeler agreed to issue 429,000 shares of common stock to two unaffiliated investors and 451,200 shares to another unaffiliated investor. In each case, the common shares were issued in exchange for Series B and Series D preferred stock, and the exchanged preferred shares were retired and cancelled.

Did Wheeler (WHLR) receive cash from the December 2025 exchange transactions?

No. The company stated that it did not receive any cash proceeds in these transactions. The consideration was entirely in the form of common stock issued in exchange for outstanding Series B and Series D preferred shares, which were then retired.

How did the conversion price of Wheeler's 7.00% Subordinated Convertible Notes due 2031 change?

Before December 5, 2025, the conversion price on the 7.00% Subordinated Convertible Notes due 2031 was approximately $3.48 per common share, or about 7.17 shares for each $25.00 of principal. After December Series D Preferred conversions at a lowest price of about $3.45 per share, the conversion price was adjusted to approximately $1.90 per share, or about 13.19 shares for each $25.00 of principal, a 45% discount to $3.45.

What were the results of Wheeler (WHLR)'s December 2025 Series D Preferred Stock redemptions?

On the 27th monthly Holder Redemption Date on December 5, 2025, Wheeler processed 3 redemption requests, redeeming 12,700 shares of Series D Preferred Stock. The redemption price was approximately $42.62 per share, and the aggregate Redemption Price was settled through the issuance of 157,093 common shares.

How many WHLR common and Series D Preferred shares were outstanding as of December 8, 2025?

As of December 8, 2025, Wheeler reported 1,783,599 shares of common stock outstanding and 1,519,144 shares of Series D Cumulative Convertible Preferred Stock outstanding.

When are the next key dates for Wheeler's Series D Preferred Stock redemptions?

The deadline for the next monthly round of Series D Preferred Stock redemptions is December 25, 2025, and the next monthly Holder Redemption Date will occur on January 5, 2026.

Under what exemption were the new WHLR common shares issued in these exchanges?

The company stated that the common stock issued to the investors was made in reliance on the exemption from registration in Section 3(a)(9) of the Securities Act of 1933, as the exchanges were with existing holders of the company’s securities and no commission or other remuneration was paid for soliciting the transactions.

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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): December 5, 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 3.02 Unregistered Sales of Equity Securities

On December 5, 2025, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 429,000 shares of its common stock, $0.01 par value per share (the “Common Stock”), to two unaffiliated holders of the Company’s securities (together, the “ December 5 Investors”) in separate exchanges for an aggregate amount of 33,000 shares of the Company’s Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) and 66,000 shares of the Company's Series B Convertible Preferred Stock (the “Series B Preferred Stock” and, together with the Series D Preferred Stock, the “Preferred Stock”). Each transaction involved the issuance of thirteen shares of Common Stock in exchange for two shares of Series B Preferred Stock and one share of Series D Preferred Stock. The settlement of the transactions occurred on December 5 and 8, 2025.

On December 8, 2025, the Company agreed to issue 451,200 shares of Common Stock in the aggregate to an unaffiliated holder of the Company’s securities (the “December 8 Investor”) in exchange for 37,600 shares of the Series D Preferred Stock and 75,200 shares of the Series B Preferred Stock. The transactions involved the issuance of twelve shares of Common Stock in exchange for two shares of Series B Preferred Stock and one share of Series D Preferred Stock. The settlement of the transactions occurred on December 8, 2025.

The Company did not receive any cash proceeds in these transactions, and the shares of the Preferred Stock exchanged have been retired and cancelled.

The Company issued the Common Stock to the December 5 Investors and the December 8 Investor (together, the

“Investors”) in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 3(a)(9) of the Securities Act on the basis that the issuance of Common Stock to the Investors constituted an exchange with existing holders of the Company’s securities, and no commission or other remuneration was paid or given directly or indirectly for soliciting such transactions.

This Current Report on Form 8-K does not constitute an offer to exchange any securities of the Company for the Common Stock, the Series D Preferred Stock, the Series B Preferred Stock or other securities of the Company.

Item 8.01 Other Events

Conversion Price of 7.00% Subordinated Convertible Notes due 2031

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.

Prior to December 5, 2025, the conversion price for the Company’s 7.00% Subordinated Convertible Notes due 2031 (the “Notes”) was approximately $3.48 per share of the Company’s common stock, par value $0.01 (“Common Stock”) (approximately 7.17 shares of Common Stock for each $25.00 of principal amount of the Notes being converted).

For the December redemptions, the lowest price at which any Series D Preferred Stock was converted by a holder thereof into Common Stock was approximately $3.45. Accordingly, pursuant to Section 14.02 (Optional Conversion) of the indenture governing the Notes, the conversion price for the Notes was further adjusted to approximately $1.90 per share of Common Stock (approximately 13.19 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $3.45.

Results of December 2025 Series D Preferred Stock Redemptions

•The 27th monthly “Holder Redemption Date” occurred on December 5, 2025.

•The Company processed 3 redemption requests from holders of its Series D Preferred Stock, collectively redeeming 12,700 shares of Series D Preferred Stock for a redemption price of approximately $42.62 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the December 5, 2025 Holder Redemption Date) (the “Redemption Price”).

•The Company settled the aggregate Redemption Price through the issuance of 157,093 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 December 5, 2025 Holder Redemption Date was approximately $3.45.

Cumulative Series D Preferred Stock Redemption Information

•To date, the Company has processed 397 redemption requests, collectively redeeming 1,759,181 shares of Series D Preferred Stock.

•The Company has issued approximately 445,000 shares of its Common Stock in settlement of all such redemption requests in the aggregate.

•As of December 8, 2025, the Company had 1,783,599 shares of Common Stock and 1,519,144 shares of Series D Preferred Stock outstanding.

January 2026 Redemptions

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

•The next monthly Holder Redemption Date will occur on January 5, 2026.

•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: December 8, 2025