Wheeler Real Estate Invt Tr SEC Filings

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.

Diveroli Investment Group LLC and Kingbird Ventures LLC filed a Schedule 13D reporting beneficial ownership of 203,000 shares of Wheeler Real Estate Investment Trust, Inc. common stock, representing 9.48% of the outstanding shares. The filing states the shares are held in the name of Kingbird Ventures LLC with Diveroli Investment Group LLC as its authorized representative.

The reporting persons say they used investment funds to acquire the shares and may review or change their position over time; they currently have not formulated plans to pursue mergers, management changes, material asset sales, or other extraordinary transactions.

On August 28-29, 2025, Wheeler Real Estate Investment Trust, Inc. issued an aggregate of 275,000 shares of Common Stock to two unaffiliated holders in exchange for a total of 11,000 shares of Series D Preferred Stock and 11,000 shares of Series B Preferred Stock. Each exchange used a conversion ratio of 25 shares of Common Stock for one share of Series B or Series D Preferred. No cash was received; the exchanged preferred shares were retired and cancelled. The Company relied on the Section 3(a)(9) exemption from registration, asserting these were exchanges with existing security holders and that no solicitation fees or commissions were paid. The filing clarifies it is not an offer to exchange securities.

Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a Form 3 indicating that director Gregory Paul Hannon reported zero securities beneficially owned as of 08/20/2025. This initial statement under Section 16 discloses insider ownership at the time a person becomes a reporting insider. The filing notes Mr. Hannon’s relationship to the issuer as a Director and confirms the form was filed by one reporting person.

The remarks section explicitly states, “No securities are beneficially owned.” The document bears the signature “/s/ Gregory Hannon” dated 08/27/2025. This filing provides transparency on insider status and current holdings; there is no cash-flow impact and no transaction disclosed.

Wheeler Real Estate Investment Trust, Inc. agreed on August 19, 2025 to issue an aggregate of 380,000 shares of Common Stock to two unaffiliated holders in exchange for a total of 20,000 shares of Series D Preferred and 20,000 shares of Series B Preferred. Each exchange used a ratio of 19 shares of Common Stock for 1 share of Preferred. The settlements occurred on August 19 and 20, 2025, with no cash proceeds to the Company and the exchanged Preferred shares subsequently retired and cancelled. The issuances were made under the Section 3(a)(9) exemption to the Securities Act as exchanges with existing security holders. The filing also reports that the Company held its 2025 Annual Meeting of Stockholders on August 20, 2025 and that each director nominee was elected; however, the specific voting tallies are not provided in the text supplied.

Magnetar-related entities and an individual report collective beneficial ownership of 118,934 shares (9.8%) of Wheeler Real Estate Investment Trust, Inc. common stock. The statement, filed as Amendment No. 9 to a prior Schedule 13G, explains that the reported share figure reflects the Reporting Persons' interpretation of the Issuer's Charter and Warrant Ownership Limits, which cap beneficial ownership at 9.8% of outstanding common stock. The 118,934-share calculation uses 1,213,620 as the effective share base, which itself incorporates 1,094,686 reported outstanding shares as of June 20, 2025 and assumed hypothetical conversions/exercises of warrants, notes and preferred shares held by the Magnetar Vehicles. The Reporting Persons (Magnetar Financial LLC; Magnetar Capital Partners LP; Supernova Management LLC; and David J. Snyderman) each report 0 sole voting/dispositive power and 118,934 shared voting/dispositive power. The filing attaches a Joint Filing Agreement and a Power of Attorney and affirms securities were acquired in the ordinary course of business.