Wheeler REIT Files 8-K for Other Events

TL;DR

Wheeler REIT (WHLR) filed an 8-K for 'Other Events' on 9/5/25.

AI Summary

On September 5, 2025, Wheeler Real Estate Investment Trust, Inc. filed an 8-K report detailing "Other Events." The filing indicates the company's principal executive offices are located at 2529 Virginia Beach Blvd., Suite 200, Virginia Beach, VA 23452. The report was filed as of September 8, 2025.

Why It Matters

This 8-K filing serves as an official notification of unspecified "Other Events" for Wheeler Real Estate Investment Trust, Inc., providing a date for the earliest reported event and the company's principal office location.

Risk Assessment

Risk Level: low — The filing is a standard 8-K for 'Other Events' and does not contain specific financial transactions or material disclosures that would immediately indicate high risk.

Key Players & Entities

• Wheeler Real Estate Investment Trust, Inc. (company) — Registrant
• 2529 Virginia Beach Blvd., Suite 200, Virginia Beach, VA 23452 (location) — Principal executive offices
• September 5, 2025 (date) — Earliest event reported
• September 8, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share WHLR Nasdaq Capital
• $2.00 — ue 2031 (the "Notes") was approximately $2.00 per share of the Company's common stock
• $25.00 — y 12.51 shares of Common Stock for each $25.00 of principal amount of the Notes being
• $1.78 — eof into Common Stock was approximately $1.78. Accordingly, pursuant to Section 14.02
• $0.98 — s was further adjusted to approximately $0.98 per share of Common Stock (approximatel
• $41.74 — for a redemption price of approximately $41.74 per share ($25.00 per share plus the am

Filing Documents

• whlr-20250905.htm (8-K) — 38KB
• 0001527541-25-000223.txt ( ) — 202KB
• whlr-20250905.xsd (EX-101.SCH) — 2KB
• whlr-20250905_def.xml (EX-101.DEF) — 16KB
• whlr-20250905_lab.xml (EX-101.LAB) — 29KB
• whlr-20250905_pre.xml (EX-101.PRE) — 17KB
• whlr-20250905_htm.xml (XML) — 5KB

01 Other Events

Item 8.01 Other Events 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 September 5, 2025, the conversion price for the Company's 7.00% Subordinated Convertible Notes due 2031 (the "Notes") was approximately $2.00 per share of the Company's common stock, par value $0.01 ("Common Stock") (approximately 12.51 shares of Common Stock for each $25.00 of principal amount of the Notes being converted). For the September redemptions, the lowest price at which any Series D Preferred Stock was converted by a holder thereof into Common Stock was approximately $1.78. 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 $0.98 per share of Common Stock (approximately 25.47 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $1.78. Results of September 2025 Series D Preferred Stock Redemptions The 24th monthly "Holder Redemption Date" occurred on September 5, 2025. The Company processed 8 redemption requests from holders of its Series D Preferred Stock, collectively redeeming 11,551 shares of Series D Preferred Stock for a redemption price of approximately $41.74 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the September 5, 2025 Holder Redemption Date) (the "Redemption Price"). The Company settled the aggregate Redemption Price through the issuance of 270,184 shares of its 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 days i

Forward-Looking Statements

Forward-Looking Statements. This Current Report on Form 8-K includes forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as "will, "anticipates," "possible," "likely," "plans," and "expects", or the negative of such terms, or other comparable terminology. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Current Report on Form 8-K, and the Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein, or to reflect any change in our expectations with regard thereto or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required by applicable law.

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/ Crystal Plum Name: Crystal Plum Title: Chief Financial Officer Dated: September 8, 2025

View Full Filing

View this 8-K filing on SEC EDGAR