Wheeler Real Estate Invt Tr SEC Filings

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.

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.