Wheeler REIT Files 8-K Report

TL;DR

Wheeler REIT filed an 8-K on Feb 5, 2025. No major news yet, check full filing.

AI Summary

On February 5, 2025, Wheeler Real Estate Investment Trust, Inc. filed an 8-K report. The filing primarily serves as a notification of other events, with no specific material events detailed in the provided text. The company is incorporated in Maryland and its principal executive offices are located in Virginia Beach, VA.

Why It Matters

This 8-K filing indicates that Wheeler Real Estate Investment Trust, Inc. is making a regulatory disclosure. Investors should review the full filing for details on any 'Other Events' that may impact the company.

Risk Assessment

Risk Level: low — The filing is a standard 8-K for 'Other Events' and does not contain specific negative or positive material information in the provided text.

Key Players & Entities

• Wheeler Real Estate Investment Trust, Inc. (company) — Registrant
• Maryland (jurisdiction) — State of incorporation
• Virginia Beach, VA (location) — Principal executive offices
• February 5, 2025 (date) — Date of report

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share WHLR Nasdaq Capital
• $8.25 — ue 2031 (the "Notes") was approximately $8.25 per share of the Company's common stock
• $25.00 — ly 3.03 shares of Common Stock for each $25.00 of principal amount of the Notes being
• $7.05 — eof into Common Stock was approximately $7.05. Accordingly, pursuant to Section 14.02
• $3.88 — s was further adjusted to approximately $3.88 per share of Common Stock (approximatel
• $40.11 — for a redemption price of approximately $40.11 per share ($25.00 per share plus the am

Filing Documents

• whlr-20250205.htm (8-K) — 37KB
• 0001527541-25-000030.txt ( ) — 208KB
• whlr-20250205.xsd (EX-101.SCH) — 2KB
• whlr-20250205_def.xml (EX-101.DEF) — 16KB
• whlr-20250205_lab.xml (EX-101.LAB) — 29KB
• whlr-20250205_pre.xml (EX-101.PRE) — 17KB
• whlr-20250205_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 February 5, 2025, the conversion price for the Company's 7.00% Subordinated Convertible Notes due 2031 (the "Notes") was approximately $8.25 per share of the Company's common stock, par value $0.01 ("Common Stock") (approximately 3.03 shares of Common Stock for each $25.00 of principal amount of the Notes being converted). For the February redemptions, the lowest price at which any Series D Preferred Stock was converted by a holder thereof into Common Stock was approximately $7.05. 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 $3.88 per share of Common Stock (approximately 6.44 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $7.05. Results of February 2025 Series D Preferred Stock Redemptions The 17th monthly "Holder Redemption Date" occurred on February 5, 2025. The Company processed 19 redemption requests from holders of its Series D Preferred Stock, collectively redeeming 52,091 shares of Series D Preferred Stock for a redemption price of approximately $40.11 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the February 5, 2025 Holder Redemption Date) (the "Redemption Price"). The Company settled the aggregate Redemption Price through the issuance of 296,182 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: February 6, 2025

View Full Filing

View this 8-K filing on SEC EDGAR