Wheeler REIT Files 8-K on Stock and Debt

TL;DR

Wheeler REIT filed an 8-K detailing activity around its common stock, preferred stock, and debt.

AI Summary

On December 5, 2024, Wheeler Real Estate Investment Trust, Inc. filed an 8-K report. The filing indicates events related to its common stock, Series B Preferred Stock, Series D Preferred Stock, and Convertible Subordinated Debt. No specific financial transactions or material events were detailed in the provided excerpt.

Why It Matters

This filing signals ongoing corporate actions or disclosures related to Wheeler REIT's capital structure, which could impact investors' understanding of the company's financial standing.

Risk Assessment

Risk Level: low — The provided excerpt is a standard SEC filing notification and does not contain specific material events or financial data that would indicate a change in risk.

Key Players & Entities

• Wheeler Real Estate Investment Trust, Inc. (company) — Registrant
• December 5, 2024 (date) — Date of report
• Series B Preferred Stock (security) — Mentioned in filing
• Series D Preferred Stock (security) — Mentioned in filing
• Convertible Subordinated Debt (security) — Mentioned in filing

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share WHLR Nasdaq Capital
• $4.75 — ue 2031 (the "Notes") was approximately $4.75 per share of the Company's common stock
• $25.00 — ly 5.26 shares of Common Stock for each $25.00 of principal amount of the Notes being
• $7.67 — eof into Common Stock was approximately $7.67. Accordingly, pursuant to Section 14.02
• $4.22 — s was further adjusted to approximately $4.22 per share of Common Stock (approximatel
• $40.01 — for a redemption price of approximately $40.01 per share ($25.00 per share plus the am

Filing Documents

• whlr-20241205.htm (8-K) — 37KB
• 0001527541-24-000239.txt ( ) — 208KB
• whlr-20241205.xsd (EX-101.SCH) — 2KB
• whlr-20241205_def.xml (EX-101.DEF) — 16KB
• whlr-20241205_lab.xml (EX-101.LAB) — 29KB
• whlr-20241205_pre.xml (EX-101.PRE) — 17KB
• whlr-20241205_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 December 5, 2024, the conversion price for the Company's 7.00% Subordinated Convertible Notes due 2031 (the "Notes") was approximately $4.75 per share of the Company's common stock, par value $0.01 ("Common Stock") (approximately 5.26 shares of Common Stock for each $25.00 of principal amount of the Notes being converted). For the December redemptions, the lowest price at which any Series D Preferred Stock was converted by a holder thereof into Common Stock was approximately $7.67. 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 $4.22 per share of Common Stock (approximately 5.93 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $7.67. Results of December 2024 Series D Preferred Stock Redemptions The 15th monthly "Holder Redemption Date" occurred on December 5, 2024. The Company processed 24 redemption requests from holders of its Series D Preferred Stock , collectively redeeming 127,554 shares of Series D Preferred Stock for a redemption price of approximately $40.01 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the December 5, 2024 Holder Redemption Date) (the "Redemption Price"). The Company settled the aggregate Redemption Price through the issuance of 665,298 shares of it 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 tradi

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: December 6, 2024

View Full Filing

View this 8-K filing on SEC EDGAR