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 issued Prospectus Supplement No. 8 dated June 20, 2025, which incorporates the Company’s same-day Form 8-K.
The supplement reconfirms that WHLR may continue to pay interest on its 7.00% Subordinated Convertible Notes due 2031 with newly-issued Series B or Series D preferred shares, reminding investors of the high-risk nature of these securities.
The attached Form 8-K contains two primary updates:
- 2025 Annual Meeting: A virtual meeting is scheduled for August 20, 2025. Shareholders of record on July 3, 2025 may vote. Because the meeting is more than 30 days after the 2024 meeting date, all proposal, advance-notice and universal-proxy deadlines move to 5:00 p.m. ET on June 30, 2025.
- Series D Preferred Stock Redemptions: The redemption request deadline is June 25, 2025 for settlement on July 7, 2025. WHLR’s Form S-11 registering up to 100,043,323 common shares became effective on June 20, 2025, ensuring the Company can satisfy every properly-submitted July redemption entirely in registered common stock.
All correspondence—including Rule 14a-8 proposals, director nominations, and universal-proxy notices—must be delivered in writing to the Corporate Secretary by the revised June 30 deadline. Required redemption documents and FAQs are available on the investor-relations site.
No financial performance metrics, earnings data, or major transactions were disclosed in this filing.
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.
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.