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) filed an 8-K (Item 3.02) disclosing an unregistered equity exchange completed on 21 Jul 2025.
- The company issued 120,000 shares of common stock (par $0.01) to an unaffiliated investor.
- In return, the investor surrendered 15,000 Series B Convertible Preferred shares and 15,000 Series D Cumulative Convertible Preferred shares.
- The exchange ratio was 8 common shares for each combined 1 Series B + 1 Series D preferred share.
- Settlement occurred on 23 Jul 2025; no cash consideration changed hands.
- The surrendered preferred shares were retired and cancelled.
- The common shares were issued under the Securities Act §3(a)(9) exemption; no commissions or other remuneration were paid.
The filing reports no additional financial metrics, guidance, or operational updates.
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.