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.
Wheeler Real Estate Investment Trust, Inc. filings document the reporting, capital structure, and governance of a self-managed commercial REIT that owns, leases, and operates income-producing retail properties. Periodic reports and related 8-K disclosures cover financial and operating results, supplemental information, and REIT reporting obligations.
Material-event filings also describe securities activity involving common stock, Series B preferred stock, Series D Cumulative Convertible Preferred Stock, 7.00% Subordinated Convertible Notes due 2031, and registered warrant exercises. Other disclosures address charter amendments, preferred stock redemptions and exchanges, subsidiary Cedar Realty Trust preferred securities, executive and board changes, registration statements, and modifications to security-holder rights.
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.
Wheeler Real Estate Investment Trust, Inc. (WHLR) reported an insider transaction involving its 7.00% Subordinated Convertible Notes due 2031. Director Gregory Paul Hannon, through Oakmont Capital Inc., acquired Notes with $312,500 principal amount on 11/13/2025. These Notes are convertible at a price of approximately $1.74 per share, or about 14.35 common shares for each $25.00 of principal.
The transaction price was an aggregate $80.00 per $25.00 of principal. Based on the principal amount held, the Notes are currently convertible into 179,359 shares of Wheeler common stock. The filing states that Oakmont Capital Inc. is the direct owner of the securities, while Hannon reports indirect beneficial ownership through his role as Vice President and Director of Oakmont Capital Inc., and disclaims beneficial ownership beyond his pecuniary interest.
Wheeler Real Estate Investment Trust, Inc. (WHLR) received a Form 4 reporting indirect holdings and trades by Joseph Stilwell–related entities, which are identified as both directors and 10% owners. On 11/13/2025, they reported activity in the company’s 7.00% Subordinated Convertible Notes due 2031, which are convertible into common stock at a price of $1.742315 per share, or 14.348723 common shares for each $25.00 principal amount. The filing also details indirect beneficial ownership of WHLR common stock and positions in Series B and Series D convertible preferred stock, which are technically convertible into common shares at very high stated conversion prices.
Wheeler Real Estate Investment Trust (WHLR) reported insider transactions by a director on 11/10/2025. The filing shows two open‑market sales of Series D Cumulative Convertible Preferred Stock: 679 shares at $35.3367 and 1,062 shares at $35.687. After these trades, the director’s reported Series D preferred holdings were 0 shares.
The director also reports holding $100,000 principal amount of 7.00% Senior Subordinated Convertible Notes due 2031, convertible at approximately $1.74 per share into 57,394 shares of common stock, with an expiration date of 12/31/2031. The filing notes that each Series D preferred share is convertible into 0.0000003 shares of common stock (a conversion price of $85,478,400 per share of common) and has no expiration date.
Wheeler Real Estate Investment Trust (WHLR): Insider Form 4 — Stilwell-affiliated reporting persons, including Joseph Stilwell, reported an acquisition of 6,682 shares of common stock on 11/05/2025. The shares were received when the company settled redemptions of Series D Preferred Stock in common stock at a redemption price of about $42.34 per preferred share, using a common stock VWAP of about $3.17 to determine share issuance.
Following the transaction, indirect beneficial ownership includes 87,843 shares (footnote (1)), plus additional indirect holdings of 8,519, 17,680, and 161 shares via affiliated entities. The filing also lists derivative positions: 7.00% Subordinated Convertible Notes due 2031 convertible at $1.742315 per share, representing underlying common stock amounts of 9,848,375, 1,437,713, 2,217,867, and 137,675 shares across entities. The reporting persons are indicated as a Director and 10% Owner.
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) filed Prospectus Supplement No. 15 to its June 20, 2025 prospectus, covering the issuance from time to time of up to 100,043,323 shares of common stock. The supplement attaches WHLR’s Form 10‑Q for the quarter ended September 30, 2025.
In Q3 2025, WHLR reported revenue of $23.8 million and operating income of $5.5 million. A gain from derivative liabilities revaluation helped drive net income of $13.0 million and net income to common shareholders of $8.9 million. Year‑to‑date, property dispositions provided $33.4 million of cash. At quarter‑end, cash was $27.1 million and restricted cash $29.8 million; loans payable, net were $487.3 million. Series D Cumulative Convertible Preferred Stock carrying value was $64.5 million, with cumulative dividends in arrears of $26.6 million.
Subsequent to quarter‑end, WHLR sold Lake Murray ($4.6 million), a South Philadelphia land parcel ($4.4 million), Carll’s Corner ($3.7 million) and Fieldstone Marketplace ($12.2 million), and applied proceeds to reduce the August 2025 Cedar Credit Facility by $10.3 million and the April 2025 Cedar Bridge Loan by $4.0 million. Shares outstanding were 1,227,937 as of November 4, 2025.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed Prospectus Supplement No. 22 to a Rule 424(b)(3) prospectus to incorporate its Quarterly Report on Form 10‑Q for the quarter ended September 30, 2025. The underlying prospectus relates to the potential issuance from time to time of Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock as interest payment on the Company’s 7.00% Subordinated Convertible Notes due 2031.
For Q3 2025, total revenue was $23.821 million and operating income was $5.493 million. Net income was $12.982 million, reflecting a $14.989 million gain from changes in the fair value of derivative liabilities and interest expense of $7.853 million. Net operating income was $16.002 million.
At quarter‑end, total assets were $625.174 million, loans payable, net were $487.336 million (principal balance $502.676 million), and cash, cash equivalents and restricted cash were $56.903 million. The Company owned and operated 69 properties. For the nine months, property dispositions generated $33.440 million of cash proceeds. Shares outstanding were 1,227,937 as of November 4, 2025.
Wheeler Real Estate Investment Trust (WHLR) filed its Q3 2025 10‑Q. Total revenue was $23,821 thousand versus $24,792 thousand a year ago. Operating income was $5,493 thousand compared with $13,894 thousand last year, while a $14,989 thousand gain from derivative liabilities drove a swing to net income.
Net income attributable to Wheeler REIT was $11,527 thousand versus a loss of $33,320 thousand in Q3 2024. Interest expense was largely unchanged at $7,853 thousand. The company recorded $2,490 thousand of impairment charges and realized gains from property sales, including Winslow Plaza and Webster Commons, contributing to year‑to‑date gains on disposals. Cash from operating activities for the nine months was $18,764 thousand. Real estate, net, was $497,053 thousand, loans payable, net, were $487,336 thousand, cash and cash equivalents were $27,093 thousand, and restricted cash was $29,810 thousand.
At September 30, 2025, assets held for sale totaled $15,760 thousand. As of November 4, 2025, 1,227,937 common shares were outstanding.
Wheeler Real Estate Investment Trust filed a prospectus supplement updating its shelf for the potential issuance, from time to time, of up to 100,043,323 shares of common stock. The supplement also attaches an 8-K detailing recent preferred redemptions and a conversion price adjustment on its 7.00% Subordinated Convertible Notes due 2031.
Following November activity, the notes’ conversion price was adjusted to approximately $1.74 per share (about 14.35 shares per $25 note), from approximately $3.59, after the lowest Series D Preferred conversion price was about $3.17, reflecting a 45% discount to $3.17 under the indenture. On November 5, 2025, holders redeemed 11,425 Series D Preferred shares at approximately $42.34 per share, settled with 152,703 common shares. Cumulatively, 1,746,481 Series D shares have been redeemed, with approximately 575,000 common shares issued in aggregate. As of November 5, 2025, common shares outstanding were 1,380,640, and Series D Preferred outstanding were 1,601,444.