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 (WHLR) – Form 4 filed 07/08/2025 reports insider transactions by Director and ≥10% owner Joseph Stilwell and five affiliated investment partnerships (SAI, SAF, SVP VII, SA, Stilwell Value LLC).
Key transaction – 03 July 2025
- Series B Convertible Preferred Stock: Stilwell Activist Investments, L.P. (3,151 sh) and Stilwell Value Partners VII, L.P. (715 sh) sold at $4.00 per share. Total shares sold: 3,866; total consideration: $15,464.
Current beneficial ownership (post-sale)
- Common stock (direct & indirect): 537,616 shares held through the four partnerships (SAI 405,809; SAF 42,598; SVP VII 88,403; SA 806).
- 7.00% Subordinated Convertible Notes due 2031: Principal positions that are convertible into 8,434,592 common shares at $2.8193 conversion price (SAI 6,086,228; SAF 888,497; SVP VII 1,374,785; SA 85,082).
- Series D Cumulative Convertible Preferred Stock: economic rights equivalent to 140,473 underlying common shares (notional, based on issuer conversion formula).
No common-stock sales or purchases were reported. All securities remain held indirectly through the partnerships; Stilwell disclaims beneficial ownership beyond his pecuniary interest.
Context for investors: The insider reduced a relatively small preferred-stock position (<0.1% of his overall economic exposure) while maintaining a sizeable stake in common equity and convertible notes that could materially increase common-share ownership. The filing reaffirms Stilwell’s ≥10 % ownership status and ongoing influence at WHLR.
On July 8 2025, Wheeler Real Estate Investment Trust, Inc. (WHLR) filed Prospectus Supplement No. 9, attaching a Current Report under Item 8.01 to update investors on Series D Preferred Stock redemptions and the conversion terms of its 7.00% Subordinated Convertible Notes due 2031 (the “Notes”).
Conversion terms: The conversion price of the Notes remains unchanged at approximately $2.82 per common share, representing about 8.87 shares of common stock for each $25 principal amount.
July 2025 redemptions: On the 22nd monthly Holder Redemption Date (July 7 2025) the Company processed 7 redemption requests, redeeming 11,490 Series D Preferred shares at roughly $41.15 per share and issuing 65,898 registered common shares to settle the $25 face value plus accrued dividends. The 10-day VWAP before the redemption date was approximately $7.17.
Cumulative progress:
- 358 redemption requests completed to date
- 1,652,493 Series D Preferred shares redeemed in aggregate
- About 301,500 common shares issued to settle all redemptions
- Outstanding as of July 7 2025: 1,160,584 common shares and 1,836,032 Series D Preferred shares
Upcoming timeline: The next redemption request deadline is July 25 2025, with the August Holder Redemption Date on August 5 2025. WHLR will continue to use registered common shares following the June 20 2025 effectiveness of its Form S-11 covering up to 100,043,323 shares.
Investors should review the risk factors in the base prospectus before making any investment decision.
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.