Wheeler REIT Files 8-K on Equity Sales & Shareholder Votes
Ticker: WHLRL · Form: 8-K · Filed: Aug 20, 2025 · CIK: 1527541
| Field | Detail |
|---|---|
| Company | Wheeler Real Estate Investment Trust, Inc. (WHLRL) |
| Form Type | 8-K |
| Filed Date | Aug 20, 2025 |
| Risk Level | medium |
| Pages | 8 |
| Reading Time | 10 min |
| Key Dollar Amounts | $0.01 |
| Sentiment | neutral |
Sentiment: neutral
Topics: equity-sale, shareholder-vote, debt-offering
Related Tickers: WHLR
TL;DR
Wheeler REIT filed an 8-K detailing equity sales and shareholder votes on August 18, 2025.
AI Summary
On August 18, 2025, Wheeler Real Estate Investment Trust, Inc. reported on unregistered sales of equity securities and the submission of matters to a vote of security holders. The filing details transactions involving common stock, Series B preferred stock, Series D preferred stock, and convertible subordinated debt.
Why It Matters
This filing provides updates on the company's capital structure and governance, which can impact investor decisions and the company's strategic direction.
Risk Assessment
Risk Level: medium — Filings related to unregistered sales of equity and shareholder votes can indicate potential dilution or changes in corporate control, warranting investor attention.
Key Players & Entities
- Wheeler Real Estate Investment Trust, Inc. (company) — Registrant
- August 18, 2025 (date) — Date of earliest event reported
- Maryland (jurisdiction) — State of incorporation
- 45-2681082 (identifier) — IRS Employer Identification No.
- common stock (security) — Type of security involved in unregistered sales
- Series B preferred stock (security) — Type of security involved in unregistered sales
- Series D preferred stock (security) — Type of security involved in unregistered sales
- convertible subordinated debt (security) — Type of security involved in unregistered sales
FAQ
What specific types of equity securities were involved in the unregistered sales?
The filing indicates unregistered sales of common stock, Series B preferred stock, Series D preferred stock, and convertible subordinated debt.
What is the earliest event date reported in this 8-K filing?
The earliest event reported is August 18, 2025.
In which state was Wheeler Real Estate Investment Trust, Inc. incorporated?
Wheeler Real Estate Investment Trust, Inc. was incorporated in Maryland.
What are the two main items reported in this Form 8-K?
This Form 8-K reports on Unregistered Sales of Equity Securities and Submission of Matters to a Vote of Security Holders.
What is the company's IRS Employer Identification Number?
The company's IRS Employer Identification Number is 45-2681082.
Filing Stats: 2,528 words · 10 min read · ~8 pages · Grade level 20 · Accepted 2025-08-20 16:01:16
Key Financial Figures
- $0.01 — ange on which registered Common Stock, $0.01 par value per share WHLR Nasdaq Capital
Filing Documents
- whlr-20250818.htm (8-K) — 101KB
- 0001527541-25-000208.txt ( ) — 267KB
- whlr-20250818.xsd (EX-101.SCH) — 2KB
- whlr-20250818_def.xml (EX-101.DEF) — 16KB
- whlr-20250818_lab.xml (EX-101.LAB) — 29KB
- whlr-20250818_pre.xml (EX-101.PRE) — 17KB
- whlr-20250818_htm.xml (XML) — 5KB
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities On August 18, 2025, Wheeler Real Estate Investment Trust, Inc. (the "Company") agreed to issue an aggregate amount of 252,000 shares of its common stock, $0.01 par value per share (the "Common Stock"), to two unaffiliated holders of the Company's securities (together, the "August 18 Investors") in separate exchanges for an aggregate amount of 14,000 shares of the Company's Series D Cumulative Convertible Preferred Stock (the "Series D Preferred Stock") and 14,000 shares of the Company's Series B Convertible Preferred Stock (the "Series B Preferred Stock" and, together with the Series D Preferred Stock, the "Preferred Stock"). Each transaction involved the issuance of eighteen shares of Common Stock in exchange for one share of Series B Preferred Stock and one share of Series D Preferred Stock. The settlement of the transactions occurred on August 18 and 19, 2025. On August 19, 2025, the Company agreed to issue an aggregate amount of 380,000 shares of Common Stock to two unaffiliated holders of the Company's securities (together, the "August 19 Investors") in separate exchanges for an aggregate amount of 20,000 shares of the Series D Preferred Stock and 20,000 shares of the Series B Preferred Stock. Each transaction involved the issuance of nineteen shares of Common Stock in exchange for one share of Series B Preferred Stock and one share of Series D Preferred Stock. The settlement of the transactions occurred on August 19 and 20, 2025. The Company did not receive any cash proceeds in these transactions, and the shares of the Preferred Stock exchanged have been retired and cancelled. The Company issued the Common Stock to the August 18 Investors and the August 19 Investors (together, the "Investors") in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), contained in Section 3(a)(9) of the Securities Act on the basis that the issuance
07. Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders The 2025 Annual Meeting of Stockholders (the "Annual Meeting") of the Company was held on August 20, 2025. The voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting are set forth below: Proposal 1: Election of Directors Each nominee for director was elected, and the voting results were as follows: Nominee Votes For Votes Withheld Broker Non-Votes E.J. Borrack 555,966 8,415 173,924 Robert G. Brady 555,965 8,416 173,924 Kerry G. Campbell 556,139 8,242 173,924 Stefani D. Carter 556,455 7,926 173,924 Gregory P. Hannon 556,485 7,896 173,924 Rebecca Musser 556,610 7,771 173,924 Megan Parisi 556,480 7,901 173,924 Joseph D. Stilwell 556,008 8,373 173,924 Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm The Company's stockholders approved the ratification of the appointment of Cherry Bekaert LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025, and the voting results were as follows: Votes For Votes Against Abstentions 710,982 15,414 11,909 Proposal 3: Authorize the Board of Directors to Effect a Reverse Stock Split of the Company's Common Stock from August 21, 2025 through August 31, 2025 The Company's stockholders authorized the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company's outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from August 21, 2025 through August 31, 2025, pursuant to an amendment to the Company's charter, and the voting results were as follows: Votes For Votes Against Abstentions 684,794 51,575 1,936 Proposal 4: Authorize the Board of Directors to Effect a Reverse Stock Split of the Company's Common Stock from September 1, 2025 through September 30, 2025 The Company's stockholders authorized the Board of Directors to effect,
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: August 20, 2025