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

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. agreed on August 19, 2025 to issue an aggregate of 380,000 shares of Common Stock to two unaffiliated holders in exchange for a total of 20,000 shares of Series D Preferred and 20,000 shares of Series B Preferred. Each exchange used a ratio of 19 shares of Common Stock for 1 share of Preferred. The settlements occurred on August 19 and 20, 2025, with no cash proceeds to the Company and the exchanged Preferred shares subsequently retired and cancelled. The issuances were made under the Section 3(a)(9) exemption to the Securities Act as exchanges with existing security holders. The filing also reports that the Company held its 2025 Annual Meeting of Stockholders on August 20, 2025 and that each director nominee was elected; however, the specific voting tallies are not provided in the text supplied.

Positive

• Completed capital-structure simplification: Exchanged and retired preferred shares, clarifying outstanding security classes.
• No cash required: Transactions did not involve cash proceeds, indicating these were non-dilutive financings from a cash-flow perspective.

Negative

• Increase in common shares outstanding: Issuance of 380,000 common shares may dilute existing common shareholders' ownership percentages.
• Missing vote details: The filing notes director elections but does not provide voting tallies, limiting transparency on shareholder support.

Insights

Securities Analyst

TL;DR: Company exchanged preferred shares for 380,000 common shares with no cash received; preferred shares retired.

The transaction increases outstanding common shares by 380,000 through non-cash exchanges of 20,000 Series D and 20,000 Series B preferred shares using a 19:1 conversion ratio. The exchanges relied on Section 3(a)(9) of the Securities Act, indicating these were substitute-for-existing-security transfers rather than capital raises. The filing confirms retirement of the exchanged preferred certificates and settlement dates on August 19 and 20, 2025. The annual meeting occurred on August 20, 2025 and director nominees were elected, but the document does not include vote counts or further governance details, which limits assessment of shareholder support levels.

Corporate Governance Expert

TL;DR: Governance update: preferred stock exchanges completed and preferred shares cancelled; annual meeting held and directors elected.

The company documented corrective corporate actions completing exchanges and cancelling the related preferred stock certificates, which clarifies its capital structure change. Use of the Section 3(a)(9) exemption is appropriate for exchanges among existing holders and noted explicitly. The report states director nominees were elected at the August 20, 2025 annual meeting, but the absence of voting tallies in the provided text prevents evaluation of magnitude of shareholder approval or any contested elections.

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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): August 18, 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 August 18, 2025, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 252,000 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 “August 18 Investors”) in separate exchanges for an aggregate amount of 14,000 shares of the Company’s Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) and 14,000 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 eighteen shares of Common Stock in exchange for one share of Series B Preferred Stock and one share of Series D Preferred Stock. The settlement of the transactions occurred on August 18 and 19, 2025.

On August 19, 2025, the Company agreed to issue an aggregate amount of 380,000 shares of Common Stock to two unaffiliated holders of the Company’s securities (together, the “August 19 Investors”) in separate exchanges for an aggregate amount of 20,000 shares of the Series D Preferred Stock and 20,000 shares of the Series B Preferred Stock. Each transaction involved the issuance of nineteen shares of Common Stock in exchange for one share of Series B Preferred Stock and one share of Series D Preferred Stock. The settlement of the transactions occurred on August 19 and 20, 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 August 18 Investors and the August 19 Investors (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 the 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 5.07. Submission of Matters to a Vote of Security Holders

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on August 20, 2025. The voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting are set forth below:

Proposal 1: Election of Directors

Each nominee for director was elected, and the voting results were as follows:

Nominee						Votes For						Votes Withheld						Broker Non-Votes
E.J. Borrack						555,966						8,415						173,924
Robert G. Brady						555,965						8,416						173,924
Kerry G. Campbell						556,139						8,242						173,924
Stefani D. Carter						556,455						7,926						173,924
Gregory P. Hannon						556,485						7,896						173,924
Rebecca Musser						556,610						7,771						173,924
Megan Parisi						556,480						7,901						173,924
Joseph D. Stilwell						556,008						8,373						173,924

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders approved the ratification of the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, and the voting results were as follows:

Votes For						Votes Against						Abstentions
710,982						15,414						11,909

Proposal 3: Authorize the Board of Directors to Effect a Reverse Stock Split of the Company's Common Stock from August 21, 2025 through August 31, 2025

The Company’s stockholders authorized the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from August 21, 2025 through August 31, 2025, pursuant to an amendment to the Company’s charter, and the voting results were as follows:

Votes For						Votes Against						Abstentions
684,794						51,575						1,936

Proposal 4: Authorize the Board of Directors to Effect a Reverse Stock Split of the Company's Common Stock from September 1, 2025 through September 30, 2025

The Company’s stockholders authorized the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from September 1, 2025 through September 30, 2025, pursuant to an amendment to the Company’s charter, and the voting results were as follows:

Votes For						Votes Against						Abstentions
685,376						50,327						2,602

Proposal 5: Authorize the Board of Directors to Effect a Reverse Stock Split of the Company's Common Stock from October 1, 2025 through October 31, 2025

The Company’s stockholders authorized the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from October 1, 2025 through October 31, 2025, pursuant to an amendment to the Company’s charter, and the voting results were as follows:

Votes For						Votes Against						Abstentions
686,594						49,759						1,952

Proposal 6: Authorize the Board of Directors to Effect a Reverse Stock Split of the Company's Common Stock from November 1, 2025 through November 30, 2025

The Company’s stockholders authorized the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from November 1, 2025 through November 30, 2025, pursuant to an amendment to the Company’s charter, and the voting results were as follows:

Votes For						Votes Against						Abstentions
685,423						50,931						1,951

Proposal 7: Authorize the Board of Directors to Effect a Reverse Stock Split of the Company's Common Stock from December 1, 2025 through December 31, 2025

The Company’s stockholders authorized the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from December 1, 2025 through December 31, 2025, pursuant to an amendment to the Company’s charter, and the voting results were as follows:

Votes For						Votes Against						Abstentions
685,607						50,746						1,952

Proposal 8: Authorize the Board of Directors to Effect a Reverse Stock Split of the Company's Common Stock from January 1, 2026 through January 31, 2026

The Company’s stockholders authorized the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from January 1, 2026 through January 31, 2026, pursuant to an amendment to the Company’s charter, and the voting results were as follows:

Votes For						Votes Against						Abstentions
685,423						50,931						1,951

Proposal 9: Authorize the Board of Directors to Effect a Reverse Stock Split of the Company's Common Stock from February 1, 2026 through February 28, 2026

The Company’s stockholders authorized the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from February 1, 2026 through February 28, 2026, pursuant to an amendment to the Company’s charter, and the voting results were as follows:

Votes For						Votes Against						Abstentions
684,757						50,931						2,617

Proposal 10: Authorize the Board of Directors to Effect a Reverse Stock Split of the Company's Common Stock from March 1, 2026 through March 31, 2026

The Company’s stockholders authorized the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from March 1, 2026 through March 31, 2026, pursuant to an amendment to the Company’s charter, and the voting results were as follows:

Votes For						Votes Against						Abstentions
684,757						51,597						1,951

Proposal 11: Authorize the Board of Directors to Effect a Reverse Stock Split of the Company's Common Stock from April 1, 2026 through April 30, 2026

The Company’s stockholders authorized the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from April 1, 2026 through April 30, 2026, pursuant to an amendment to the Company’s charter, and the voting results were as follows:

Votes For						Votes Against						Abstentions
684,494						51,860						1,951

Proposal 12: Authorize the Board of Directors to Effect a Reverse Stock Split of the Company's Common Stock from May 1, 2026 through May 31, 2026

The Company’s stockholders authorized the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from May 1, 2026 through May 31, 2026, pursuant to an amendment to the Company’s charter, and the voting results were as follows:

Votes For						Votes Against						Abstentions
684,494						51,194						2,617

Proposal 13: Authorize the Board of Directors to Effect a Reverse Stock Split of the Company's Common Stock from June 1, 2026 through June 30, 2026

The Company’s stockholders authorized the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from June 1, 2026 through June 30, 2026, pursuant to an amendment to the Company’s charter, and the voting results were as follows:

Votes For						Votes Against						Abstentions
684,493						51,194						2,618

Proposal 14: Authorize the Board of Directors to Effect a Reverse Stock Split of the Company's Common Stock from July 1, 2026 through July 31, 2026

The Company’s stockholders authorized the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from July 1, 2026 through July 31, 2026, pursuant to an amendment to the Company’s charter, and the voting results were as follows:

Votes For						Votes Against						Abstentions
684,493						51,860						1,952

Proposal 15: Authorize the Board of Directors to Effect a Reverse Stock Split of the Company's Common Stock from August 1, 2026 through August 31, 2026

The Company’s stockholders authorized the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from August 1, 2026 through August 31, 2026, pursuant to an amendment to the Company’s charter, and the voting results were as follows:

Votes For						Votes Against						Abstentions
684,131						51,300						2,874

Proposal 16: Authorize the Board of Directors to Effect a Reverse Stock Split of the Company's Common Stock from September 1, 2026 through September 30, 2026

The Company’s stockholders authorized the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from September 1, 2026 through September 30, 2026, pursuant to an amendment to the Company’s charter, and the voting results were as follows:

Votes For						Votes Against						Abstentions
683,570						51,860						2,875

Proposal 17: Authorize the Board of Directors to Effect a Reverse Stock Split of the Company's Common Stock from October 1, 2026 through October 31, 2026

The Company’s stockholders authorized the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from October 1, 2026 through October 31, 2026, pursuant to an amendment to the Company’s charter, and the voting results were as follows:

Votes For						Votes Against						Abstentions
685,706						49,725						2,874

Proposal 18: Authorize the Board of Directors to Effect a Reverse Stock Split of the Company's Common Stock from November 1, 2026 through November 30, 2026

The Company’s stockholders authorized the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from November 1, 2026 through November 30, 2026, pursuant to an amendment to the Company’s charter, and the voting results were as follows:

Votes For						Votes Against						Abstentions
683,564						51,867						2,874

Proposal 19: Authorize the Board of Directors to Effect a Reverse Stock Split of the Company's Common Stock from December 1, 2026 through December 31, 2026

The Company’s stockholders authorized the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from December 1, 2026 through December 31, 2026, pursuant to an amendment to the Company’s charter, and the voting results were as follows:

Votes For						Votes Against						Abstentions
683,464						51,565						3,276

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/ M. Andrew Franklin
						Name: M. Andrew Franklin
						Title: Chief Executive Officer and President

Dated: August 20, 2025

FAQ

What securities were exchanged in Wheeler Real Estate Investment Trust (WHLR)?

The Company exchanged an aggregate of 20,000 Series D Preferred20,000 Series B Preferred shares for a total of 380,000 Common Stock

How many common shares did WHLR issue in the transactions?

The Company issued an aggregate of 380,000 shares of Common Stock across the exchanges.

Were any cash proceeds received by WHLR from the exchanges?

No. The filing states the Company did not receive any cash proceeds from these transactions.

Under what legal basis were the Common Stock issuances made?

The Common Stock was issued in reliance on the Section 3(a)(9) exemption to the Securities Act as exchanges with existing security holders.

What happened at WHLR's 2025 Annual Meeting of Stockholders?

The Annual Meeting was held on August 20, 2025 and each director nominee was reported as elected; specific voting results are not included in the provided text.