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, 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.