Wheeler REIT Files 8-K on Stock and Debt

TL;DR

Wheeler REIT filed an 8-K on Jan 6, 2025, updating its common stock, preferred stock, and debt status.

AI Summary

On January 6, 2025, Wheeler Real Estate Investment Trust, Inc. filed an 8-K report detailing events related to its common stock, Series B preferred stock, Series D preferred stock, and convertible subordinated debt. The filing indicates no specific new transactions or material events beyond routine reporting requirements for these financial instruments.

Why It Matters

This filing provides an update on the status of various financial instruments of Wheeler Real Estate Investment Trust, Inc., which is important for investors to monitor the company's capital structure.

Risk Assessment

Risk Level: low — The filing appears to be routine and does not disclose any new material adverse events or significant financial changes.

Key Players & Entities

• Wheeler Real Estate Investment Trust, Inc. (company) — Registrant
• January 6, 2025 (date) — Date of report
• Maryland (jurisdiction) — State of incorporation
• Virginia Beach, VA (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share WHLR Nasdaq Capital
• $4.22 — ue 2031 (the "Notes") was approximately $4.22 per share of the Company's common stock
• $25.00 — ly 5.93 shares of Common Stock for each $25.00 of principal amount of the Notes being
• $3.75 — eof into Common Stock was approximately $3.75. Accordingly, pursuant to Section 14.02
• $2.06 — s was further adjusted to approximately $2.06 per share of Common Stock (approximatel
• $39.82 — for a redemption price of approximately $39.82 per share ($25.00 per share plus the am

Filing Documents

• whlr-20250106.htm (8-K) — 37KB
• 0001527541-25-000008.txt ( ) — 208KB
• whlr-20250106.xsd (EX-101.SCH) — 2KB
• whlr-20250106_def.xml (EX-101.DEF) — 16KB
• whlr-20250106_lab.xml (EX-101.LAB) — 29KB
• whlr-20250106_pre.xml (EX-101.PRE) — 17KB
• whlr-20250106_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 January 6, 2024, the conversion price for the Company's 7.00% Subordinated Convertible Notes due 2031 (the "Notes") was approximately $4.22 per share of the Company's common stock, par value $0.01 ("Common Stock") (approximately 5.93 shares of Common Stock for each $25.00 of principal amount of the Notes being converted). For the January redemptions, the lowest price at which any Series D Preferred Stock was converted by a holder thereof into Common Stock was approximately $3.75. 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 $2.06 per share of Common Stock (approximately 12.13 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $3.75. Results of January 2025 Series D Preferred Stock Redemptions The 16th monthly "Holder Redemption Date" occurred on January 6, 2025. The Company processed 20 redemption requests from holders of its Series D Preferred Stock, collectively redeeming 102,487 shares of Series D Preferred Stock for a redemption price of approximately $39.82 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the January 6, 2025 Holder Redemption Date) (the "Redemption Price"). The Company settled the aggregate Redemption Price through the issuance of 1,089,382 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 trading

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: January 7, 2025

View Full Filing

View this 8-K filing on SEC EDGAR