Wheeler REIT Files 8-K on Equity Sales & Charter Changes

TL;DR

Wheeler REIT filed an 8-K on 9/16/25 for unregistered equity sales & charter changes.

AI Summary

On September 16, 2025, Wheeler Real Estate Investment Trust, Inc. filed an 8-K report detailing unregistered sales of equity securities and material modifications to security holder rights. The filing also includes amendments to its articles of incorporation or bylaws and financial statements and exhibits.

Why It Matters

This filing indicates potential changes in the company's capital structure and governance, which could impact existing shareholders and the company's operational flexibility.

Risk Assessment

Risk Level: medium — Unregistered sales of equity and modifications to charter rights can introduce uncertainty regarding dilution and corporate governance.

Key Players & Entities

• Wheeler Real Estate Investment Trust, Inc. (company) — Registrant
• September 16, 2025 (date) — Date of earliest event reported
• Maryland (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share WHLR Nasdaq Capital
• $0.05 — f the Common Stock to be decreased from $0.05 per share (as a result of the one-for-f
• $25.00 — y 25.47 shares of Common Stock per each $25.00 principal amount of the Notes to approx
• $40,320,000 — Stock will proportionally increase from $40,320,000 per share of Common Stock to $201,600,0
• $201,600,000 — 40,320,000 per share of Common Stock to $201,600,000 per share of Common Stock, and one (1)
• $17,095,680 — Stock will proportionally increase from $17,095,680 per share of Common Stock to $85,478,40
• $85,478,400 — 17,095,680 per share of Common Stock to $85,478,400 per share of Common Stock, and one (1)

Filing Documents

• whlr-20250916.htm (8-K) — 50KB
• whlrarticlesofamendment-re.htm (EX-3.1) — 12KB
• whlrarticlesofamendment-pa.htm (EX-3.2) — 10KB
• 0001527541-25-000237.txt ( ) — 249KB
• whlr-20250916.xsd (EX-101.SCH) — 2KB
• whlr-20250916_def.xml (EX-101.DEF) — 17KB
• whlr-20250916_lab.xml (EX-101.LAB) — 29KB
• whlr-20250916_pre.xml (EX-101.PRE) — 17KB
• whlr-20250916_htm.xml (XML) — 6KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities On September 16, 2025, Wheeler Real Estate Investment Trust, Inc. (the "Company") agreed to issue 253,000 shares of its common stock, $0.01 par value per share (the "Common Stock") in the aggregate to two unaffiliated holders of the Company's securities (together, the "Investors") in separate exchanges for 11,000 shares of the Company's Series D Cumulative Convertible Preferred Stock (the "Series D Preferred Stock") and 22,000 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") in the aggregate. Each transaction involved the issuance of twenty three 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 Septem ber 16 and 17, 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 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 Common Stock to the Investors constituted an exchange with existing holders of the Company's securities, and no commission or other remuneration was paid or given directly or indirectly for soliciting such transactions. This Current Report on Form 8-K does not constitute an offer to exchange any securities of the Company for the Common Stock, the Series D Preferred Stock, the Series B Preferred Stock or other securities of the Company.

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

03. Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year. Charter Amendments for One-for-Five Reverse Stock Split On September 17, 2025, in connection with a one-for-five reverse stock split (the " Reverse Stock Split ") of the Common Stock of the Company, to be effective on September 22, 2025, the Company filed two Articles of Amendment to its charter with the State Department of Assessments and Taxation of Maryland that provide for: i. a one-for-five Reverse Stock Split of the Common Stock, to be effective at 5:00 p.m. Eastern Time (the " Effective Time ") on September 22, 2025 (the " First Amendment ") and ii. the par value of the Common Stock to be decreased from $0.05 per share (as a result of the one-for-five Reverse Stock Split) to $0.01 per share, to be effective at 5:01 p.m. Eastern Time on September 22, 2025 (the " Second Amendment "). Pursuant to the First Amendment, no fractional shares will be issued in connection with the Reverse Stock Split; rather, stockholders who would have otherwise been issued a fractional share of the Common Stock as a result of the Reverse Stock Split will instead receive a cash payment in lieu of such fractional share in an amount equal to the applicable fraction multiplied by the closing price of the Company's Common Stock on The Nasdaq Capital Market on September 22, 2025 (as adjusted for the Reverse Stock Split), without any interest. The foregoing descriptions of the amendments to the Company's charter do not purport to be complete and are qualified in their entirety by reference to each amendment, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. Effect of Reverse Stock Split on Common Stock At the market open on September 23, 2025 (the first business day after the Effective Time), the Common Stock will begin trading on a split-adjusted basis on The Nasdaq Capital Market under a new C

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", "would", and "anticipates", or the negative of such terms, or other comparable terminology, and include statements about the Reverse Stock Split and the impact, if any, of the Reverse Stock Split on the Company and the trading price of the Common Stock. 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 3.1 First Amendment (Reverse Stock Split) 3.2 Second Amendment (Par Value Decrease) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 17, 2025

View Full Filing

View this 8-K filing on SEC EDGAR