Wheeler REIT Reports Unregistered Equity Sales

TL;DR

Wheeler REIT sold unregistered equity & debt on 9/9. Dilution incoming?

AI Summary

Wheeler Real Estate Investment Trust, Inc. filed an 8-K on September 12, 2025, reporting unregistered sales of equity securities on September 9, 2025. 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 new equity issuances or debt conversions by Wheeler REIT, which could impact its capital structure and shareholder dilution.

Risk Assessment

Risk Level: medium — Unregistered sales can sometimes indicate financial distress or a need for capital, potentially leading to dilution or unfavorable terms for existing shareholders.

Key Players & Entities

• Wheeler Real Estate Investment Trust, Inc. (company) — Registrant
• September 9, 2025 (date) — Date of earliest event reported
• September 12, 2025 (date) — Filing date
• 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-20250909.htm (8-K) — 32KB
• 0001527541-25-000230.txt ( ) — 195KB
• whlr-20250909.xsd (EX-101.SCH) — 2KB
• whlr-20250909_def.xml (EX-101.DEF) — 16KB
• whlr-20250909_lab.xml (EX-101.LAB) — 29KB
• whlr-20250909_pre.xml (EX-101.PRE) — 17KB
• whlr-20250909_htm.xml (XML) — 5KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities On September 9, 2025, Wheeler Real Estate Investment Trust, Inc. (the "Company") agreed to issue an aggregate amount of 365,000 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 "September 9 Investors") in separate exchanges for an aggregate amount of 14,600 shares of the Company's Series D Cumulative Convertible Preferred Stock (the "Series D Preferred Stock") and 29,200 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 twenty-five shares of Common Stock in exchange for two shares of Series B Preferred Stock and one share of Series D Preferred Stock. The settlement of the transactions occurred on September 9 and 10, 2025. On September 11, 2025, the Company agreed to issue an aggregate amount of 1,008,000 shares of Common Stock to two unaffiliated holders of the Company's securities (together, the "September 11 Investors") in separate exchanges for an aggregate amount of 42,000 shares of the Series D Preferred Stock and 84,000 shares of the Series B Preferred Stock. Each transaction involved the issuance of twenty-four shares of Common Stock in exchange for two shares of Series B Preferred Stock and one share of Series D Preferred Stock. The settlement of the transactions occurred on September 11 and 12, 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 September 9 Investors and the September 11 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

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 12, 2025

View Full Filing

View this 8-K filing on SEC EDGAR