Welcome to our dedicated page for Wheeler Real Estate Invt Tr 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.
The Wheeler Real Estate Investment Trust, Inc. (WHLR) SEC filings page provides access to the company’s regulatory reports and disclosures as filed with the U.S. Securities and Exchange Commission. As a Maryland-incorporated real estate investment trust focused on income-producing retail properties, Wheeler Real Estate Investment Trust, Inc. reports detailed information on its operations, capital structure, and securities through forms such as the 10-K, 10-Q, and 8-K.
Annual reports on Form 10-K and quarterly reports on Form 10-Q, referenced in the company’s press releases, present financial and operating results for periods including full fiscal years and interim quarters. These filings are central for understanding the performance of Wheeler Real Estate Investment Trust, Inc.’s portfolio of retail properties and its overall financial condition.
Form 8-K filings are especially significant for WHLR because they document material events related to its capital structure. Recent 8-Ks describe exchanges of Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock for common stock, monthly redemptions of Series D Preferred Stock settled in common shares, and adjustments to the conversion price of the 7.00% Subordinated Convertible Notes due 2031. Other 8-Ks detail one-for-five and one-for-two reverse stock splits of the company’s common stock, associated charter amendments, and the resulting changes to conversion rates and conversion prices for the company’s convertible securities.
Through this page, users can review WHLR filings to see how Wheeler Real Estate Investment Trust, Inc. reports redemptions, exchanges, reverse stock splits, and interest payments on its notes, including instances where interest is paid in Series D Cumulative Convertible Preferred Stock. AI-powered tools on the platform can help summarize lengthy filings, highlight key terms such as conversion price adjustments, and make complex capital structure disclosures easier to interpret.
Wheeler Real Estate Investment Trust (WHLR) reported insider transactions by a director on 11/10/2025. The filing shows two open‑market sales of Series D Cumulative Convertible Preferred Stock: 679 shares at $35.3367 and 1,062 shares at $35.687. After these trades, the director’s reported Series D preferred holdings were 0 shares.
The director also reports holding $100,000 principal amount of 7.00% Senior Subordinated Convertible Notes due 2031, convertible at approximately $1.74 per share into 57,394 shares of common stock, with an expiration date of 12/31/2031. The filing notes that each Series D preferred share is convertible into 0.0000003 shares of common stock (a conversion price of $85,478,400 per share of common) and has no expiration date.
Wheeler Real Estate Investment Trust (WHLR): Insider Form 4 — Stilwell-affiliated reporting persons, including Joseph Stilwell, reported an acquisition of 6,682 shares of common stock on 11/05/2025. The shares were received when the company settled redemptions of Series D Preferred Stock in common stock at a redemption price of about $42.34 per preferred share, using a common stock VWAP of about $3.17 to determine share issuance.
Following the transaction, indirect beneficial ownership includes 87,843 shares (footnote (1)), plus additional indirect holdings of 8,519, 17,680, and 161 shares via affiliated entities. The filing also lists derivative positions: 7.00% Subordinated Convertible Notes due 2031 convertible at $1.742315 per share, representing underlying common stock amounts of 9,848,375, 1,437,713, 2,217,867, and 137,675 shares across entities. The reporting persons are indicated as a Director and 10% Owner.
Wheeler Real Estate Investment Trust (WHLR) furnished an update on its operating and financial results for the three and nine months ended September 30, 2025. The company made these disclosures via an 8-K that includes a press release as Exhibit 99.1 and supplemental financial information as Exhibit 99.2.
The materials are furnished, not filed, and the supplemental package was also posted on the company’s investor relations website. These exhibits provide the detailed quarterly and year-to-date information referenced in the announcement.
Wheeler Real Estate Investment Trust (WHLR) filed Prospectus Supplement No. 15 to its June 20, 2025 prospectus, covering the issuance from time to time of up to 100,043,323 shares of common stock. The supplement attaches WHLR’s Form 10‑Q for the quarter ended September 30, 2025.
In Q3 2025, WHLR reported revenue of $23.8 million and operating income of $5.5 million. A gain from derivative liabilities revaluation helped drive net income of $13.0 million and net income to common shareholders of $8.9 million. Year‑to‑date, property dispositions provided $33.4 million of cash. At quarter‑end, cash was $27.1 million and restricted cash $29.8 million; loans payable, net were $487.3 million. Series D Cumulative Convertible Preferred Stock carrying value was $64.5 million, with cumulative dividends in arrears of $26.6 million.
Subsequent to quarter‑end, WHLR sold Lake Murray ($4.6 million), a South Philadelphia land parcel ($4.4 million), Carll’s Corner ($3.7 million) and Fieldstone Marketplace ($12.2 million), and applied proceeds to reduce the August 2025 Cedar Credit Facility by $10.3 million and the April 2025 Cedar Bridge Loan by $4.0 million. Shares outstanding were 1,227,937 as of November 4, 2025.
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.