Every 8-K that Wheeler Real Estate Investment Trust, Inc (WHLR) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow WHLR and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full WHLR filings page.
Wheeler Real Estate Investment Trust (WHLR) furnished an update on its operating and financial results for the three and nine months ended September 30, 2025. The company made these disclosures via an 8-K that includes a press release as Exhibit 99.1 and supplemental financial information as Exhibit 99.2.
The materials are furnished, not filed, and the supplemental package was also posted on the company’s investor relations website. These exhibits provide the detailed quarterly and year-to-date information referenced in the announcement.
Wheeler Real Estate Investment Trust (WHLR) reported a further adjustment to the conversion price of its 7.00% Subordinated Convertible Notes due 2031. Based on November Series D Preferred conversions at a volume-weighted average of $3.17, the notes’ conversion price reset to approximately $1.74 per common share (about 14.35 shares per $25.00 principal), a 45% discount to $3.17.
On the November 5, 2025 Holder Redemption Date, the company processed 5 Series D Preferred redemption requests totaling 11,425 shares at a Redemption Price of about $42.34 per share, settled through the issuance of 152,703 shares of common stock. Cumulatively, WHLR has processed 394 requests redeeming 1,746,481 Series D Preferred shares and issued about 575,000 common shares in aggregate. As of November 5, 2025, shares outstanding were 1,380,640 common and 1,601,444 Series D Preferred.
The next Series D redemption deadlines are November 25, 2025 (request deadline) and December 5, 2025 (Holder Redemption Date).
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.
Wheeler Real Estate Investment Trust, Inc. implemented a one-for-five reverse stock split of its common stock, effective at 5:00 p.m. Eastern Time on September 22, 2025. The company filed two charter amendments: the first effects the one-for-five Reverse Stock Split and provides that fractional shares will not be issued but instead will be cashed out based on the closing price on The Nasdaq Capital Market on September 22, 2025.
The second amendment reduces the par value of the common stock from $0.05 (post-split) to $0.01, effective at 5:01 p.m. Eastern Time on September 22, 2025. The common stock will trade on a split-adjusted basis on Nasdaq at market open on September 23, 2025 under a new CUSIP (963025796). Separately, the company issued 23 shares of common stock in exchange for two shares of Series B preferred and one share of Series D preferred on September 16–17, 2025; no cash proceeds were received and the exchanged preferred shares were retired and cancelled.
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.
On August 28-29, 2025, Wheeler Real Estate Investment Trust, Inc. issued an aggregate of 275,000 shares of Common Stock to two unaffiliated holders in exchange for a total of 11,000 shares of Series D Preferred Stock and 11,000 shares of Series B Preferred Stock. Each exchange used a conversion ratio of 25 shares of Common Stock for one share of Series B or Series D Preferred. No cash was received; the exchanged preferred shares were retired and cancelled. The Company relied on the Section 3(a)(9) exemption from registration, asserting these were exchanges with existing security holders and that no solicitation fees or commissions were paid. The filing clarifies it is not an offer to exchange securities.
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.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed an 8-K (Item 3.02) disclosing an unregistered equity exchange completed on 21 Jul 2025.
- The company issued 120,000 shares of common stock (par $0.01) to an unaffiliated investor.
- In return, the investor surrendered 15,000 Series B Convertible Preferred shares and 15,000 Series D Cumulative Convertible Preferred shares.
- The exchange ratio was 8 common shares for each combined 1 Series B + 1 Series D preferred share.
- Settlement occurred on 23 Jul 2025; no cash consideration changed hands.
- The surrendered preferred shares were retired and cancelled.
- The common shares were issued under the Securities Act §3(a)(9) exemption; no commissions or other remuneration were paid.
The filing reports no additional financial metrics, guidance, or operational updates.
Item 8.01 – Preferred redemptions and note conversion price
On 7 July 2025 Wheeler Real Estate Investment Trust (Nasdaq: WHLR) completed its 22nd monthly redemption window for its Series D Cumulative Convertible Preferred Stock. Seven holders redeemed 11,490 preferred shares at an all-in price of about $41.15 per share, which WHLR settled by issuing 65,898 common shares.
Cumulative progress
- 358 redemption requests processed to date
- 1,652,493 Series D shares redeemed in total
- ≈301,500 common shares issued in aggregate
Post-transaction share count stands at 1,160,584 common shares and 1,836,032 Series D preferred shares outstanding as of 7 July 2025.
Convertible notes
The July redemptions did not trigger an adjustment to the conversion price of WHLR’s 7.00% Subordinated Convertible Notes due 2031. The price remains $2.82 (8.87 common shares per $25 note), well below the recent 10-day VWAP of $7.17, implying probable conversion and additional dilution potential.
Future redemptions & registration
An S-11 registration statement covering up to 100,043,323 common shares became effective on 20 June 2025, enabling WHLR to satisfy all future preferred redemptions with registered stock. The next redemption cut-off is 25 July 2025, with settlement on 5 August 2025.
Investment takeaways
WHLR continues to exchange high-dividend preferred shares for equity, reducing cash dividend obligations but introducing significant dilution risk to current common shareholders. The unchanged, deeply in-the-money note conversion price compounds this overhang.
Wheeler Real Estate Investment Trust, Inc. (Nasdaq: WHLR) has filed a Form 8-K to update investors on two administrative matters.
1. 2025 Annual Meeting: The virtual meeting is set for 20 Aug 2025, with a record date of 3 Jul 2025. Because the meeting falls more than 30 days after the 2024 AGM, the company has reset its governance timelines. Shareholder proposals under Rule 14a-8, advance-notice director nominations under WHLR’s bylaws, and universal proxy notices under Rule 14a-19 must all be received by 5:00 p.m. ET on 30 Jun 2025.
2. Series D Preferred Stock redemptions: WHLR’s Form S-11 registering up to 100,043,323 common shares became effective on 20 Jun 2025. This clearance allows the company to issue registered common stock to satisfy every properly submitted Series D redemption request on the 7 Jul 2025 redemption date. The cutoff for submitting redemption paperwork is 25 Jun 2025.
No operational or earnings data were provided; the filing focuses on governance deadlines and assurance of share availability for preferred stock conversions.