Wheeler REIT Reports Unregistered Equity Sale

TL;DR

Wheeler REIT sold unregistered equity. Details TBD.

AI Summary

On December 5, 2025, Wheeler Real Estate Investment Trust, Inc. reported an unregistered sale of equity securities. The filing also noted other events, but specific details regarding the nature of the equity sale, the number of shares, or the price were not immediately available in this summary.

Why It Matters

This filing indicates a potential dilution of existing shares or a change in the company's capital structure through an unregistered equity offering.

Risk Assessment

Risk Level: medium — Unregistered sales can sometimes signal financial distress or lead to dilution, requiring further investigation into the terms and participants.

Key Players & Entities

• Wheeler Real Estate Investment Trust, Inc. (company) — Registrant
• December 5, 2025 (date) — Date of earliest event reported
• Maryland (jurisdiction) — State of incorporation
• Virginia Beach, VA (location) — Business address

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share WHLR Nasdaq Capital
• $3.48 — ue 2031 (the "Notes") was approximately $3.48 per share of the Company's common stock
• $25.00 — ly 7.17 shares of Common Stock for each $25.00 of principal amount of the Notes being
• $3.45 — eof into Common Stock was approximately $3.45. Accordingly, pursuant to Section 14.02
• $1.90 — s was further adjusted to approximately $1.90 per share of Common Stock (approximatel
• $42.62 — for a redemption price of approximately $42.62 per share ($25.00 per share plus the am

Filing Documents

• whlr-20251205.htm (8-K) — 42KB
• 0001527541-25-000300.txt ( ) — 207KB
• whlr-20251205.xsd (EX-101.SCH) — 2KB
• whlr-20251205_def.xml (EX-101.DEF) — 16KB
• whlr-20251205_lab.xml (EX-101.LAB) — 29KB
• whlr-20251205_pre.xml (EX-101.PRE) — 17KB
• whlr-20251205_htm.xml (XML) — 5KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities On December 5, 2025, Wheeler Real Estate Investment Trust, Inc. (the "Company") agreed to issue an aggregate amount of 429,000 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 " December 5 Investors") in separate exchanges for an aggregate amount of 33,000 shares of the Company's Series D Cumulative Convertible Preferred Stock (the "Series D Preferred Stock") and 66,000 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"). Each transaction involved the issuance of thirteen 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 December 5 and 8, 2025. On December 8, 2025, the Company agreed to issue 451,200 shares of Common Stock in the aggregate to an unaffiliated holder of the Company's securities (the "December 8 Investor") in exchange for 37,600 shares of the Series D Preferred Stock and 75,200 shares of the Series B Preferred Stock. The transactions involved the issuance of twelve 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 December 8, 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 December 5 Investors and the December 8 Investor (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 Common Stock to the Investors constituted an ex

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 December 5, 2025, the conversion price for the Company's 7.00% Subordinated Convertible Notes due 2031 (the "Notes") was approximately $3.48 per share of the Company's common stock, par value $0.01 ("Common Stock") (approximately 7.17 shares of Common Stock for each $25.00 of principal amount of the Notes being converted). For the December redemptions, the lowest price at which any Series D Preferred Stock was converted by a holder thereof into Common Stock was approximately $3.45. 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 $1.90 per share of Common Stock (approximately 13.19 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $3.45. Results of December 2025 Series D Preferred Stock Redemptions The 27th monthly "Holder Redemption Date" occurred on December 5, 2025. The Company processed 3 redemption requests from holders of its Series D Preferred Stock, collectively redeeming 12,700 shares of Series D Preferred Stock for a redemption price of approximately $42.62 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the December 5, 2025 Holder Redemption Date) (the "Redemption Price"). The Company settled the aggregate Redemption Price through the issuance of 157,093 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 immedi

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: December 8, 2025

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View this 8-K filing on SEC EDGAR