Welcome to our dedicated page for Wheeler Real Estate Invt Tr SEC filings (Ticker: WHLR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Wheeler Real Estate Investment Trust, Inc. (WHLR) SEC filings page provides access to the company’s regulatory reports and disclosures as filed with the U.S. Securities and Exchange Commission. As a Maryland-incorporated real estate investment trust focused on income-producing retail properties, Wheeler Real Estate Investment Trust, Inc. reports detailed information on its operations, capital structure, and securities through forms such as the 10-K, 10-Q, and 8-K.
Annual reports on Form 10-K and quarterly reports on Form 10-Q, referenced in the company’s press releases, present financial and operating results for periods including full fiscal years and interim quarters. These filings are central for understanding the performance of Wheeler Real Estate Investment Trust, Inc.’s portfolio of retail properties and its overall financial condition.
Form 8-K filings are especially significant for WHLR because they document material events related to its capital structure. Recent 8-Ks describe exchanges of Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock for common stock, monthly redemptions of Series D Preferred Stock settled in common shares, and adjustments to the conversion price of the 7.00% Subordinated Convertible Notes due 2031. Other 8-Ks detail one-for-five and one-for-two reverse stock splits of the company’s common stock, associated charter amendments, and the resulting changes to conversion rates and conversion prices for the company’s convertible securities.
Through this page, users can review WHLR filings to see how Wheeler Real Estate Investment Trust, Inc. reports redemptions, exchanges, reverse stock splits, and interest payments on its notes, including instances where interest is paid in Series D Cumulative Convertible Preferred Stock. AI-powered tools on the platform can help summarize lengthy filings, highlight key terms such as conversion price adjustments, and make complex capital structure disclosures easier to interpret.
Wheeler Real Estate Investment Trust, Inc. (Nasdaq: WHLR) has filed a Rule 424(b)(3) prospectus covering the potential issuance of up to 100,043,323 shares of common stock. The shares would be issued exclusively to satisfy (i) the redemption rights of the Series D Cumulative Convertible Preferred Stock at $25.00 per share plus accrued dividends and (ii) any holder-elected conversion of that preferred stock. The Company explicitly states it has been, and intends to remain, settling redemptions in shares rather than cash until all Series D shares are redeemed or a settlement is reached with two-thirds of the holders.
The registration covers three buckets: (1) 100,000,000 shares reserved for future redemptions (calculated using a $5.04 ten-day VWAP and an anticipated July 7, 2025 first holder redemption date), (2) 43,313 shares previously registered but still unissued for redemptions, and (3) 10 shares previously registered for conversions. The Company will receive no cash proceeds from issuing these shares because they are exchanged for the preferred stock.
As of June 20, 2025, WHLR had only 1,094,686 common shares outstanding; therefore, full utilization of the prospectus would increase the share count dramatically relative to the current float. Management acknowledges in the risk-factor section that the resulting dilution has already contributed to a “steep decline” in market value and is expected to continue. The last reported common share price on June 18, 2025 was $3.42.
The prospectus contains customary forward-looking statements and an extensive risk discussion, highlighting tenant concentration, financing constraints, litigation exposure, and the dilutive impact of the Series D redemption mechanism. No new operating or earnings data are provided.