Wheeler Real Estate Invt Tr SEC Filings

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.

Wheeler Real Estate Investment Trust (WHLR) filed a Form 4 showing one reportable transaction by Chief Executive Officer M. Andrew Franklin on 30 June 2025. In lieu of a cash coupon on the 7.00% Senior Subordinated Convertible Notes due 2031, the company issued 50 shares of Series D Cumulative Convertible Preferred Stock to the CEO (transaction code J, non-open-market). The per-share value used to calculate the interest payment was $18.58379, in line with the Indenture’s volume-weighted formula.

After the transaction, the CEO’s derivative position comprises:

• 555 Series D preferred shares (no expiration; convertible at an effective price of $17,095,680 per common share—economically non-dilutive).
• 1,223 Series B preferred shares (convertible at $40,320,000 per common share—also non-dilutive).
• Notes with principal convertible into approximately 9,479 common shares at $2.82 per share.

Wheeler Real Estate Investment Trust, Inc. (WHLR) received SEC effectiveness for its Form S-11 registration statement on 20 June 2025 at 9:00 A.M.

The Form S-11 effectiveness notice formally clears the company to proceed with a public offering of securities registered under file number 333-287930. No financial terms, share counts, or pricing details are provided in the filing excerpt. Investors should note that effectiveness merely permits, but does not oblige, the company to issue the registered securities.

Wheeler Real Estate Investment Trust, Inc. (Nasdaq: WHLR) has filed Prospectus Supplement No. 1 to its June 20, 2025 prospectus. The supplement incorporates an accompanying Current Report that:

• Registers up to 100,043,323 additional shares of common stock (par $0.01) under an S-11 that became effective on June 20, 2025.
• Confirms the Company will use these newly registered shares to satisfy all properly submitted Series D Preferred Stock redemptions scheduled for the July 7, 2025 Holder Redemption Date. The redemption request cut-off is June 25, 2025.
• Sets the date of the 2025 virtual Annual Meeting for August 20, 2025, with a record date of July 3, 2025.
• Announces revised shareholder proposal and director-nomination deadlines due to the meeting being more than 30 days after the 2024 AGM. All Rule 14a-8, advance notice bylaw and universal proxy submissions must be received by 5:00 p.m. ET on June 30, 2025.

The supplement reiterates the high-risk nature of an investment in WHLR and directs investors to the existing Risk Factors section. No financial results or operational updates were included.

Key implications for investors:

• The effectiveness of the S-11 removes near-term liquidity uncertainty around preferred redemptions but introduces significant potential dilution to common shareholders.
• Governance activists have a condensed 10-day window (until June 30) to submit proposals or nominate directors for the 2025 AGM.

Aside from these items, the filing is primarily procedural and does not alter the Company’s strategic outlook or provide new performance metrics.

Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR) has issued Prospectus Supplement No. 8 dated June 20, 2025, which incorporates the Company’s same-day Form 8-K.

The supplement reconfirms that WHLR may continue to pay interest on its 7.00% Subordinated Convertible Notes due 2031 with newly-issued Series B or Series D preferred shares, reminding investors of the high-risk nature of these securities.

The attached Form 8-K contains two primary updates:

• 2025 Annual Meeting: A virtual meeting is scheduled for August 20, 2025. Shareholders of record on July 3, 2025 may vote. Because the meeting is more than 30 days after the 2024 meeting date, all proposal, advance-notice and universal-proxy deadlines move to 5:00 p.m. ET on June 30, 2025.
• Series D Preferred Stock Redemptions: The redemption request deadline is June 25, 2025 for settlement on July 7, 2025. WHLR’s Form S-11 registering up to 100,043,323 common shares became effective on June 20, 2025, ensuring the Company can satisfy every properly-submitted July redemption entirely in registered common stock.

All correspondence—including Rule 14a-8 proposals, director nominations, and universal-proxy notices—must be delivered in writing to the Corporate Secretary by the revised June 30 deadline. Required redemption documents and FAQs are available on the investor-relations site.

No financial performance metrics, earnings data, or major transactions were disclosed in this filing.