Wheeler REIT cuts note conversion price, adds shares

Wheeler Real Estate Investment Trust, Inc. reports changes tied to its Series D Preferred Stock redemptions and 7.00% Subordinated Convertible Notes due 2031.

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. reports changes tied to its Series D Preferred Stock redemptions and 7.00% Subordinated Convertible Notes due 2031. After September 2025 Series D conversions at a lowest price of about $1.78 per common share, the notes’ conversion price was adjusted under the indenture from roughly $2.00 to about $0.98 per share, or approximately 25.47 common shares for each $25.00 of principal, a 45% discount to $1.78.

On the September 5, 2025 Holder Redemption Date, holders submitted 8 redemption requests covering 11,551 Series D shares at an approximate $41.74 per-share redemption price, settled through issuance of 270,184 common shares. Cumulatively, 379 redemption requests have redeemed 1,700,025 Series D shares, with about 982,000 common shares issued in total. As of September 5, 2025, Wheeler had 3,108,970 common shares and 1,715,500 Series D shares outstanding. The next redemption deadline is September 25, 2025, with the October Holder Redemption Date on October 6, 2025.

Positive

• None.

Negative

• Common equity dilution risk: cumulative redemptions of 1,700,025 Series D shares have been settled with about 982,000 common shares, and the notes’ conversion price cut to roughly $0.98 per share (25.47 shares per $25.00 principal) increases the potential for additional common share issuance.

Insights

Real estate capital structure analyst

Lower note conversion price and ongoing preferred redemptions increase potential common share issuance.

Wheeler Real Estate Investment Trust discloses that September 2025 Series D Preferred Stock conversions at a lowest price of about $1.78 per common share triggered an adjustment in its 7.00% Subordinated Convertible Notes due 2031. Under the indenture’s optional conversion terms, the notes’ conversion price moved from roughly $2.00 to about $0.98 per share, or approximately 25.47 common shares for each $25.00 of principal.

The September 5 Holder Redemption Date saw 8 requests redeeming 11,551 Series D shares at an approximate $41.74 Redemption Price, settled with 270,184 common shares. In total, 379 requests have redeemed 1,700,025 Series D shares, with about 982,000 common shares issued so far. Against 3,108,970 common shares outstanding as of September 5, 2025, this level of issuance indicates meaningful equity expansion tied to the preferred program.

Further activity is possible: the next monthly redemption deadline is September 25, 2025, and the October Holder Redemption Date is October 6, 2025. Actual dilution from both Series D redemptions and potential note conversions will depend on future holder elections under these existing terms and market conditions referenced in the indenture mechanics.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Wheeler Real Estate Investment Trust (WHLR) change about its 7.00% notes?

The conversion price of Wheeler’s 7.00% Subordinated Convertible Notes due 2031 was adjusted from roughly $2.00 to about $0.98 per share of common stock, equal to approximately 25.47 common shares for each $25.00 of principal, after September 2025 Series D Preferred Stock conversions at a lowest price of about $1.78 per share.

How many Wheeler (WHLR) Series D Preferred Stock shares were redeemed in September 2025?

On the September 5, 2025 Holder Redemption Date, Wheeler processed 8 redemption requests covering 11,551 shares of its Series D Preferred Stock, at an approximate redemption price of $41.74 per share including accrued but unpaid dividends.

How did Wheeler (WHLR) settle the September 2025 Series D Preferred Stock redemptions?

Wheeler settled the aggregate Redemption Price for the 11,551 Series D Preferred Stock shares redeemed on September 5, 2025 through the issuance of 270,184 shares of its common stock.

What are the cumulative Series D Preferred Stock redemptions reported by Wheeler (WHLR)?

To date, Wheeler has processed 379 redemption requests, collectively redeeming 1,700,025 shares of Series D Preferred Stock, and has issued approximately 982,000 shares of common stock in settlement of all such redemptions in the aggregate.

How many Wheeler (WHLR) common and Series D shares are outstanding as of September 5, 2025?

As of September 5, 2025, Wheeler had 3,108,970 shares of common stock and 1,715,500 shares of Series D Preferred Stock outstanding.

When is the next Wheeler (WHLR) Series D Preferred Stock redemption date?

The deadline for the next monthly round of Series D Preferred Stock redemptions is September 25, 2025, and the next monthly Holder Redemption Date will occur on October 6, 2025.

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Accepted by SEC EDGAR 09/08/2025 - 08:32 AM Learn about SEC filing dates

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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): September 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 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 September 5, 2025, the conversion price for the Company’s 7.00% Subordinated Convertible Notes due 2031 (the “Notes”) was approximately $2.00 per share of the Company’s common stock, par value $0.01 (“Common Stock”) (approximately 12.51 shares of Common Stock for each $25.00 of principal amount of the Notes being converted).

For the September redemptions, the lowest price at which any Series D Preferred Stock was converted by a holder thereof into Common Stock was approximately $1.78. 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 $0.98 per share of Common Stock (approximately 25.47 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $1.78.

Results of September 2025 Series D Preferred Stock Redemptions

•The 24th monthly “Holder Redemption Date” occurred on September 5, 2025.

•The Company processed 8 redemption requests from holders of its Series D Preferred Stock, collectively redeeming 11,551 shares of Series D Preferred Stock for a redemption price of approximately $41.74 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the September 5, 2025 Holder Redemption Date) (the “Redemption Price”).

•The Company settled the aggregate Redemption Price through the issuance of 270,184 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 September 5, 2025 Holder Redemption Date was approximately $1.78.

Cumulative Series D Preferred Stock Redemption Information

•To date, the Company has processed 379 redemption requests, collectively redeeming 1,700,025 shares of Series D Preferred Stock.

•The Company has issued approximately 982,000 shares of its Common Stock in settlement of all such redemption requests in the aggregate.

•As of September 5, 2025, the Company had 3,108,970 shares of Common Stock and 1,715,500 shares of Series D Preferred Stock outstanding.

October 2025 Redemptions

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

•The next monthly Holder Redemption Date will occur on October 6, 2025 (the "October Redemption Date").

•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: September 8, 2025