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

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. (WHLR) announced that the upcoming interest payment on its 7.00% Subordinated Convertible Notes due 2031 will be made in stock rather than cash. The interest payable on December 31, 2025 to holders of record as of 5:00 p.m. New York City time on December 1, 2025 will be paid in shares of the company’s Series D Cumulative Convertible Preferred Stock. This change affects investors in the WHLRL notes, who will receive preferred stock as their interest payment for this period.

Insights

Credit and capital structure analyst

WHLR will pay upcoming 7% note interest in Series D preferred shares.

Wheeler Real Estate Investment Trust has decided that interest on its 7.00% Subordinated Convertible Notes due 2031, payable on December 31, 2025, will be satisfied using its Series D Cumulative Convertible Preferred Stock. The payment applies to holders of the WHLRL notes who are on record at 5:00 p.m. New York City time on December 1, 2025.

This approach changes the form of consideration from cash to preferred equity for that interest period. It directly affects noteholders’ income profile for the period by delivering shares of Series D preferred instead of cash, while the underlying 7.00% coupon and 2031 maturity of the notes remain as stated.

Investors may focus on how this use of Series D Cumulative Convertible Preferred Stock for interest payments interacts with the trading of WHLRL, WHLRD, and related securities around the December 1 record date and the December 31 payment date, as disclosed.

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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): November 20, 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

On November 20, 2025, the Company determined that interest on its 7.00% Subordinated Convertible Notes due 2031 (the “Notes”) payable on December 31, 2025 to holders of record of the Notes at the close of business at 5:00 p.m., New York City time, on December 1, 2025, shall be in the form of the Company’s Series D Cumulative Convertible Preferred Stock.

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: November 20, 2025

FAQ

What did Wheeler Real Estate Investment Trust (WHLR) announce in this 8-K?

WHLR announced that interest on its 7.00% Subordinated Convertible Notes due 2031 payable on December 31, 2025 will be paid in its Series D Cumulative Convertible Preferred Stock instead of cash.

Which WHLR security is affected by the interest payment change?

The change affects holders of WHLR’s 7.00% Subordinated Convertible Notes due 2031, which trade under the symbol WHLRL on the Nasdaq Capital Market.

When is the record date for WHLRL noteholders to receive the Series D preferred stock interest?

The record date is December 1, 2025, at 5:00 p.m. New York City time. Holders of WHLRL at that time will be entitled to the interest payment in Series D preferred stock.

On what date will WHLR pay interest on the 7.00% Subordinated Convertible Notes due 2031?

WHLR will pay the interest on its 7.00% Subordinated Convertible Notes due 2031 on December 31, 2025.

In what form will Wheeler REIT pay the December 31, 2025 interest on WHLRL notes?

The interest payable on December 31, 2025 will be paid in shares of WHLR’s Series D Cumulative Convertible Preferred Stock rather than in cash.

Which WHLR securities are listed on Nasdaq according to this filing?

The filing lists Common Stock (WHLR), Series B Convertible Preferred Stock (WHLRP), Series D Cumulative Convertible Preferred Stock (WHLRD), and 7.00% Subordinated Convertible Notes due 2031 (WHLRL) on the Nasdaq Capital Market.