Wheeler REIT Files 8-K Report

TL;DR

Wheeler REIT filed an 8-K on Sept 5th, expect updates.

AI Summary

On September 5, 2024, Wheeler Real Estate Investment Trust, Inc. filed an 8-K report. The filing indicates a change in the company's structure or operations, though specific details regarding the event are not provided in the excerpt. The report was filed with the SEC and pertains to the company's status as a real estate investment trust incorporated in Maryland.

Why It Matters

This filing signals a material event for Wheeler Real Estate Investment Trust, Inc., requiring disclosure to investors and the market.

Risk Assessment

Risk Level: medium — An 8-K filing indicates a significant event that could impact the company's stock price and future performance.

Key Numbers

• 001-35713 — SEC File Number (Identifier for the company's filings with the SEC.)
• 45-2681082 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Wheeler Real Estate Investment Trust, Inc. (company) — Registrant
• September 5, 2024 (date) — Date of report
• Maryland (jurisdiction) — State of incorporation
• 2529 Virginia Beach Blvd. (address) — Principal executive office address
• Virginia Beach, VA 23452 (address) — Principal executive office city, state, zip

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share WHLR Nasdaq Capital
• $4.03 — ue 2031 (the "Notes") was approximately $4.03 per share of the Company's common stock
• $25.00 — ly 6.20 shares of Common Stock for each $25.00 of principal amount of the Notes being
• $1.44 — eof into Common Stock was approximately $1.44. Accordingly, pursuant to Section 14.02
• $0.79 — s was further adjusted to approximately $0.79 per share of Common Stock (approximatel
• $39.11 — for a redemption price of approximately $39.11 per share ($25.00 per share plus the am

Filing Documents

• whlr-20240905.htm (8-K) — 38KB
• 0001527541-24-000172.txt ( ) — 210KB
• whlr-20240905.xsd (EX-101.SCH) — 2KB
• whlr-20240905_def.xml (EX-101.DEF) — 16KB
• whlr-20240905_lab.xml (EX-101.LAB) — 29KB
• whlr-20240905_pre.xml (EX-101.PRE) — 17KB
• whlr-20240905_htm.xml (XML) — 5KB

01 Other Events

Item 8.01 Other Events Adjustment to Conversion Price of 7.00% Subordinated Convertible Notes due 2031 Item 8.01 of this Current Report on Form 8-K as to the redemptions by the holders of Wheeler Real Estate Investment Trust, Inc.'s (the "Company") Series D Cumulative Convertible Preferred Stock (the "Series D Preferred Stock") is incorporated herein by reference. Prior to September 5, 2024, the conversion price for the Company's 7.00% Subordinated Convertible Notes due 2031 (the "Notes") was approximately $4.03 per share of the Company's common stock, par value $0.01 ("Common Stock") (approximately 6.20 shares of Common Stock for each $25.00 of principal amount of the Notes being converted). For the September redemptions, the lowest price at which any Series D Preferred Stock was converted by a holder thereof into Common Stock was approximately $1.44. Accordingly, pursuant to Section 14.02 (Optional Conversion) of the indenture governing the Notes, the conversion price for the Notes was further adjusted to approximately $0.79 per share of Common Stock (approximately 31.58 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $1.44. Results of September 2024 Series D Preferred Stock Redemptions The 12th monthly "Holder Redemption Date" occurred on September 5, 2024. The Company processed 10 redemption requests from holders of its Series D Preferred Stock , collectively redeeming 23,905 shares of Series D Preferred Stock for a redemption price of approximately $39.11 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the September 5, 2024 Holder Redemption Date) (the "Redemption Price"). The Company settled the aggregate Redemption Price through the issuance of 649,634 shares of Common Stock. The volume weighted average of the closing sales price, as reported on the Nasdaq Capital Market, per share of Common Stock for the ten consecutive tra

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WHEELER REAL ESTATE INVESTMENT TRUST, INC. By: /s/ M. Andrew Franklin Name: M. Andrew Franklin Title: Chief Executive Officer and President Dated: September 6, 2024

View Full Filing

View this 8-K filing on SEC EDGAR