Wheeler REIT Reports Unregistered Equity Sales

TL;DR

Wheeler REIT sold unregistered stock and debt. Watch for dilution.

AI Summary

Wheeler Real Estate Investment Trust, Inc. filed an 8-K on December 4, 2025, reporting unregistered sales of equity securities as of December 1, 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 details the issuance of various equity and debt securities, which could impact the company's capital structure and shareholder dilution.

Risk Assessment

Risk Level: medium — Unregistered sales can sometimes indicate a need for capital or potential dilution, requiring closer examination of the terms.

Key Players & Entities

• Wheeler Real Estate Investment Trust, Inc. (company) — Registrant
• December 1, 2025 (date) — Date of earliest event reported
• December 4, 2025 (date) — Date of report
• common stock (equity_security) — Security sold
• Series B preferred stock (equity_security) — Security sold
• Series D preferred stock (equity_security) — Security sold
• convertible subordinated debt (debt_security) — 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-20251201.htm (8-K) — 31KB
• 0001527541-25-000293.txt ( ) — 194KB
• whlr-20251201.xsd (EX-101.SCH) — 2KB
• whlr-20251201_def.xml (EX-101.DEF) — 16KB
• whlr-20251201_lab.xml (EX-101.LAB) — 29KB
• whlr-20251201_pre.xml (EX-101.PRE) — 17KB
• whlr-20251201_htm.xml (XML) — 5KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities On December 1, 2025, Wheeler Real Estate Investment Trust, Inc. (the "Company") agreed to issue 56,000 shares of its common stock, $0.01 par value per share (the "Common Stock"), to an unaffiliated holder of the Company's securities (the "Investor") in exchange for 4,000 shares of the Company's Series D Cumulative Convertible Preferred Stock (the "Series D Preferred Stock") and 8,000 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 fourteen 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 transaction occurred on December 1 and 2, 2025. The Company did not receive any cash proceeds in the transaction, and the shares of the Preferred Stock exchanged have been retired and cancelled. The Company issued the Common Stock to the Investor 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 Investor constituted an exchange with an existing holder of the Company's securities, and no commission or other remuneration was paid or given directly or indirectly for soliciting such transaction. 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.

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: December 4, 2025

View Full Filing

View this 8-K filing on SEC EDGAR