Welcome to our dedicated page for Wheeler Real Estate Investment Trust 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) filed Prospectus Supplement No. 21, attaching a Current Report on Form 8-K. The company adjusted the conversion price on its 7.00% Subordinated Convertible Notes due 2031 to approximately $1.74 per share of common stock, based on a lowest Series D conversion price of approximately $3.17. This equates to approximately 14.35 shares of common stock for each $25.00 of notes converted.
For the November 2025 Series D Preferred Stock redemptions, WHLR processed 5 requests, redeeming 11,425 shares at a redemption price of approximately $42.34 per share, and settled the aggregate redemption price by issuing 152,703 common shares. Cumulatively, WHLR has processed 394 requests, redeeming 1,746,481 Series D shares and issuing approximately 575,000 common shares. As of November 5, 2025, shares outstanding were 1,380,640 common and 1,601,444 Series D Preferred.
Wheeler Real Estate Investment Trust (WHLR) reported a further adjustment to the conversion price of its 7.00% Subordinated Convertible Notes due 2031. Based on November Series D Preferred conversions at a volume-weighted average of $3.17, the notes’ conversion price reset to approximately $1.74 per common share (about 14.35 shares per $25.00 principal), a 45% discount to $3.17.
On the November 5, 2025 Holder Redemption Date, the company processed 5 Series D Preferred redemption requests totaling 11,425 shares at a Redemption Price of about $42.34 per share, settled through the issuance of 152,703 shares of common stock. Cumulatively, WHLR has processed 394 requests redeeming 1,746,481 Series D Preferred shares and issued about 575,000 common shares in aggregate. As of November 5, 2025, shares outstanding were 1,380,640 common and 1,601,444 Series D Preferred.
The next Series D redemption deadlines are November 25, 2025 (request deadline) and December 5, 2025 (Holder Redemption Date).
Wheeler Real Estate Investment Trust, Inc. reports an adjustment to the conversion price of its 7.00% Subordinated Convertible Notes due 2031 and provides an update on Series D Preferred Stock redemptions. The Notes’ conversion price decreased from approximately $4.91 to approximately $3.59 per share of common stock, or from about 5.09 to about 6.97 common shares for each $25.00 of principal amount, based on October 2025 Series D conversions at a lowest price of approximately $6.52 per share.
On October 6, 2025, the 25th monthly Holder Redemption Date, the company processed 10 redemption requests, redeeming 35,031 Series D Preferred shares at a redemption price of approximately $42.07 per share and settling the aggregate amount with 225,970 common shares. Cumulatively, 1,735,056 Series D Preferred shares have been redeemed through 389 requests, with approximately 422,000 common shares issued in total. As of October 6, 2025, Wheeler had 1,172,937 common shares and 1,612,869 Series D Preferred shares outstanding, and the next redemption deadline is October 25, 2025, with a Holder Redemption Date on November 5, 2025.
Joseph Stilwell and affiliated entities reported changes in beneficial ownership of Wheeler Real Estate Investment Trust, Inc. (WHLR). The filing shows transactions dated 09/30/2025 and signatures dated 10/02/2025. Stilwell is reported as a director and 10% owner, holding securities directly and indirectly through multiple affiliated entities.
The report discloses ownership of common stock, Series B and Series D convertible preferred stock and 7.00% Subordinated Convertible Notes due 2031. The Notes convert at $4.907490 per share (5.094256 common shares per $25 principal). Aggregate reported underlying common shares from the Notes total about 3,496,488 (for one entity) and additional amounts across other entities; the filing also lists aggregate purchase price details and conversion terms for the preferred series.
Wheeler REIT, Inc. (WHLR) Form 144 discloses a proposed sale of 10,000 of the issuer's 7.00% Subordinated Convertible Notes due 2031 through Raymond James & Associates, with an aggregate market value of $800,000 and approximately 1,174,116 notes outstanding. The filing indicates an approximate sale date of 09/30/2025 on NASDAQ.
The filer reports acquiring the securities on 08/19/2021 by subscription through a rights offering from Wheeler REIT and records an Amount of Securities Acquired as 999,995 with payment by wire on 08/13/2021. The filing states there were no securities sold in the past three months by the selling person and includes the usual representation that the seller is not aware of any undisclosed material adverse information about the issuer.
M. Andrew Franklin, listed as CEO and director, filed a Form 4 reporting changes in his beneficial holdings of Wheeler Real Estate Investment Trust, Inc. (WHLR). The filing, with a transaction date of 09/29/2025 and signature dated 09/30/2025, discloses ownership of Series D Cumulative Convertible Preferred Stock with a stated amount of $85,478,400, convertible at an effective conversion price of $85,478,400 per common share (approximately 0.0000003 common shares per preferred share). The Series D Preferred Stock has no expiration date. The filing also discloses holdings of the issuer's 7.00% Senior Subordinated Convertible Notes due 2031, which have a conversion price of $4.91 per share (approximately 5.10 common shares per $25 principal) and show 5,359 common shares as the underlying number based on outstanding principal held by the reporting person. The Notes allow interest to be paid in cash or in Series B or Series D preferred stock as specified in the Notes.
Joseph Stilwell and affiliated entities reported multiple transactions in Wheeler Real Estate Investment Trust, Inc. The filing shows Stilwell and related funds hold large indirect positions through 7.00% Subordinated Convertible Notes due 2031 that convert at about $0.9815 per share, representing roughly 23.7 million common shares on a fully converted basis across the reporting entities. The Form 4 also records sales of Series D Cumulative Convertible Preferred Stock by three affiliated vehicles at $36.3625 per share. Stilwell remains identified as a director and a greater-than-10% owner through direct and indirect holdings.
Wheeler Real Estate Investment Trust, Inc. implemented a one-for-five reverse stock split of its common stock, effective at 5:00 p.m. Eastern Time on September 22, 2025. The company filed two charter amendments: the first effects the one-for-five Reverse Stock Split and provides that fractional shares will not be issued but instead will be cashed out based on the closing price on The Nasdaq Capital Market on September 22, 2025.
The second amendment reduces the par value of the common stock from $0.05 (post-split) to $0.01, effective at 5:01 p.m. Eastern Time on September 22, 2025. The common stock will trade on a split-adjusted basis on Nasdaq at market open on September 23, 2025 under a new CUSIP (963025796). Separately, the company issued 23 shares of common stock in exchange for two shares of Series B preferred and one share of Series D preferred on September 16–17, 2025; no cash proceeds were received and the exchanged preferred shares were retired and cancelled.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filing of Form 144 notifies a proposed sale of 16,000 shares of Series D Cumulative Convertible Preferred Stock through Raymond James & Associates on or about 09/16/2025. The filing shows an aggregate market value of $581,800 and reports 1,715,500 shares outstanding for that class, so the proposed sale equals roughly 0.93% of the outstanding Series D shares. The securities were originally acquired by the seller on 12/31/2024 as shares received in lieu of an interest payment (63,703 shares acquired), and no securities were sold by the filer in the past three months. The filer affirms absence of undisclosed material adverse information and includes the standard signature and criminal-statement language.
Wheeler Real Estate Investment Trust, Inc. reports changes tied to its Series D Preferred Stock redemptions and 7.00% Subordinated Convertible Notes due 2031. After September 2025 Series D conversions at a lowest price of about $1.78 per common share, the notes’ conversion price was adjusted under the indenture from roughly $2.00 to about $0.98 per share, or approximately 25.47 common shares for each $25.00 of principal, a 45% discount to $1.78.
On the September 5, 2025 Holder Redemption Date, holders submitted 8 redemption requests covering 11,551 Series D shares at an approximate $41.74 per-share redemption price, settled through issuance of 270,184 common shares. Cumulatively, 379 redemption requests have redeemed 1,700,025 Series D shares, with about 982,000 common shares issued in total. As of September 5, 2025, Wheeler had 3,108,970 common shares and 1,715,500 Series D shares outstanding. The next redemption deadline is September 25, 2025, with the October Holder Redemption Date on October 6, 2025.