Wheeler (NASDAQ: WHLR) lowers note conversion price amid Series D redemptions

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. reports an adjustment to the conversion price of its 7.00% Subordinated Convertible Notes due 2031 and provides an update on Series D Preferred Stock redemptions. The Notes’ conversion price decreased from approximately $4.91 to approximately $3.59 per share of common stock, or from about 5.09 to about 6.97 common shares for each $25.00 of principal amount, based on October 2025 Series D conversions at a lowest price of approximately $6.52 per share.

On October 6, 2025, the 25th monthly Holder Redemption Date, the company processed 10 redemption requests, redeeming 35,031 Series D Preferred shares at a redemption price of approximately $42.07 per share and settling the aggregate amount with 225,970 common shares. Cumulatively, 1,735,056 Series D Preferred shares have been redeemed through 389 requests, with approximately 422,000 common shares issued in total. As of October 6, 2025, Wheeler had 1,172,937 common shares and 1,612,869 Series D Preferred shares outstanding, and the next redemption deadline is October 25, 2025, with a Holder Redemption Date on November 5, 2025.

Insights

Capital structure and securities analyst

Conversion terms and ongoing redemptions increase potential common share issuance.

The company describes how October 2025 Series D Preferred Stock redemptions triggered a further adjustment to the conversion price of its 7.00% Subordinated Convertible Notes due 2031. Using a lowest Series D conversion price of approximately $6.52 per common share, the Notes’ conversion price moved from about $4.91 to about $3.59 per share, or from roughly 5.09 to 6.97 common shares per $25.00 principal amount.

Alongside this, Wheeler details the scale of its Series D Preferred redemptions. For the October 6, 2025 Holder Redemption Date, 35,031 preferred shares were redeemed at about $42.07 per share, settled with 225,970 common shares. Cumulatively, 1,735,056 preferred shares have been redeemed through 389 requests, with approximately 422,000 common shares issued in aggregate.

As of October 6, 2025, the company reports 1,172,937 common shares and 1,612,869 Series D Preferred shares outstanding. Future redemptions are scheduled under the existing framework, with the next request deadline on October 25, 2025 and a Holder Redemption Date on November 5, 2025, so subsequent activity will depend on holder elections under the disclosed terms.

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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): October 6, 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 October 6, 2025, the conversion price for the Company’s 7.00% Subordinated Convertible Notes due 2031 (the “Notes”) was approximately $4.91 per share of the Company’s common stock, par value $0.01 (“Common Stock”) (approximately 5.09 shares of Common Stock for each $25.00 of principal amount of the Notes being converted).

For the October redemptions, the lowest price at which any Series D Preferred Stock was converted by a holder thereof into Common Stock was approximately $6.52. 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 $3.59 per share of Common Stock (approximately 6.97 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $6.52.

Results of October 2025 Series D Preferred Stock Redemptions

•The 25th monthly “Holder Redemption Date” occurred on October 6, 2025.

•The Company processed 10 redemption requests from holders of its Series D Preferred Stock, collectively redeeming 35,031 shares of Series D Preferred Stock for a redemption price of approximately $42.07 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the October 6, 2025 Holder Redemption Date) (the “Redemption Price”).

•The Company settled the aggregate Redemption Price through the issuance of 225,970 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 October 6, 2025 Holder Redemption Date was approximately $6.52.

Cumulative Series D Preferred Stock Redemption Information

•To date, the Company has processed 389 redemption requests, collectively redeeming 1,735,056 shares of Series D Preferred Stock.

•The Company has issued approximately 422,000 shares of its Common Stock in settlement of all such redemption requests in the aggregate.

•As of October 6, 2025, the Company had 1,172,937 shares of Common Stock and 1,612,869 shares of Series D Preferred Stock outstanding.

November 2025 Redemptions

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

•The next monthly Holder Redemption Date will occur on November 5, 2025.

•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: October 7, 2025

FAQ

What change did Wheeler Real Estate Investment Trust (WHLR) make to the conversion price of its 7.00% Notes?

The conversion price of Wheeler’s 7.00% Subordinated Convertible Notes due 2031 was adjusted from approximately $4.91 per share of common stock to approximately $3.59 per share. This means each $25.00 principal amount of Notes is now convertible into approximately 6.97 common shares instead of about 5.09 shares, based on October 2025 Series D Preferred Stock conversions at a lowest price of about $6.52 per common share.

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

On the October 6, 2025 Holder Redemption Date, Wheeler processed 10 redemption requests, collectively redeeming 35,031 shares of Series D Preferred Stock. These were redeemed at a redemption price of approximately $42.07 per share, which includes the $25.00 per share liquidation preference plus accrued but unpaid dividends through the redemption date.

How did WHLR settle the October 2025 Series D Preferred Stock redemptions?

Wheeler settled the aggregate Redemption Price for the October 6, 2025 Series D Preferred Stock redemptions through the issuance of 225,970 shares of its common stock. The company notes that the volume weighted average of the closing sales price of its common stock for the ten trading days before the Holder Redemption Date was approximately $6.52 per share.

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

To date, Wheeler reports it has processed 389 redemption requests, collectively redeeming 1,735,056 shares of Series D Preferred Stock. In settlement of all such redemption requests, the company has issued approximately 422,000 shares of its common stock in the aggregate.

What are WHLR’s outstanding common and Series D Preferred share counts as of October 6, 2025?

As of October 6, 2025, Wheeler Real Estate Investment Trust, Inc. reports having 1,172,937 shares of common stock outstanding and 1,612,869 shares of Series D Preferred Stock outstanding. These figures provide a snapshot of the company’s equity capital structure at that date.

When are the next deadlines for WHLR’s Series D Preferred Stock redemptions?

The deadline for the next monthly round of Series D Preferred Stock redemptions is October 25, 2025, and the next monthly Holder Redemption Date will occur on November 5, 2025. The company indicates that required redemption forms and a list of frequently asked questions are available on its website.