Wheeler REIT Reports Unregistered Equity Sales

TL;DR

Wheeler REIT sold unregistered stock and debt on 8/27. Watch for dilution.

AI Summary

Wheeler Real Estate Investment Trust, Inc. filed an 8-K on August 27, 2025, reporting unregistered sales of equity securities. The filing indicates transactions involving common stock, Series B preferred stock, Series D preferred stock, and convertible subordinated debt.

Why It Matters

This filing signals potential dilution or changes in the capital structure of Wheeler REIT, which could impact existing shareholders.

Risk Assessment

Risk Level: medium — Unregistered sales can sometimes indicate financial distress or a need for capital, potentially impacting stock value.

Key Players & Entities

• Wheeler Real Estate Investment Trust, Inc. (company) — Registrant
• August 27, 2025 (date) — Date of earliest event reported
• Common Stock (equity) — Type of security sold
• Series B Preferred Stock (equity) — Type of security sold
• Series D Preferred Stock (equity) — Type of security sold
• Convertible Subordinated Debt (debt) — Type of security sold

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share WHLR Nasdaq Capital

Filing Documents

• whlr-20250827.htm (8-K) — 32KB
• 0001527541-25-000216.txt ( ) — 194KB
• whlr-20250827.xsd (EX-101.SCH) — 2KB
• whlr-20250827_def.xml (EX-101.DEF) — 16KB
• whlr-20250827_lab.xml (EX-101.LAB) — 29KB
• whlr-20250827_pre.xml (EX-101.PRE) — 17KB
• whlr-20250827_htm.xml (XML) — 5KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities On August 27, 2025, Wheeler Real Estate Investment Trust, Inc. (the "Company") agreed to issue 175,000 shares of its common stock, $0.01 par value per share (the "Common Stock"), to an unaffiliated holder of the Company's securities (the "August 27 Investor") in exchange for 7,000 shares of the Company's Series D Cumulative Convertible Preferred Stock (the "Series D Preferred Stock") and 7,000 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"). The transaction involved the issuance of twenty-five 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 transaction occurred on August 27, 2025. On August 28, 2025, the Company agreed to issue an aggregate amount of 275,000 shares of Common Stock to two unaffiliated holders of the Company's securities (together, the "August 28 Investors") in separate exchanges for an aggregate amount of 11,000 shares of the Series D Preferred Stock and 11,000 shares of the Series B Preferred Stock. Each transaction involved the issuance of twenty-five 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 28 and 29, 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 27 Investor and the August 28 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 of the Common Stock to the Investors constituted an exchange with existing

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 2, 2025

View Full Filing

View this 8-K filing on SEC EDGAR