Business Context and Reporting Period
This Form 8-K Current Report is filed by Wheeler Real Estate Investment Trust, Inc. (WHLR) for the reporting period ending November 5, 2025. The filing primarily addresses the 26th monthly "Holder Redemption Date" for the Company's Series D Cumulative Convertible Preferred Stock and the resulting adjustment to the conversion price of its 7.00% Subordinated Convertible Notes due 2031.
Key Financial Metrics and Capital Structure
- Redemption Activity: The Company processed 5 redemption requests for 11,425 shares of Series D Preferred Stock.
- Settlement Method: Redemptions were settled via the issuance of 152,703 shares of Common Stock rather than cash.
- Redemption Price: The effective redemption price was approximately $42.34 per share of Series D Preferred Stock (comprising the $25.00 principal plus accrued dividends).
- Stock Valuation: The volume-weighted average closing price of Common Stock for the ten trading days preceding the redemption date was approximately $3.17.
- Outstanding Shares (as of Nov 5, 2025): 1,380,640 shares of Common Stock and 1,601,444 shares of Series D Preferred Stock.
- Cumulative Redemptions: To date, 394 requests have been processed, redeeming 1,746,481 shares of Series D Preferred Stock, settled with approximately 575,000 shares of Common Stock.
Material Changes
The most significant material change reported is the adjustment to the conversion price of the 7.00% Subordinated Convertible Notes due 2031. Due to the lowest conversion price of Series D Preferred Stock being approximately $3.17, the Notes' conversion price was adjusted downward from approximately $3.59 to approximately $1.74 per share of Common Stock. This represents a 45% discount to the $3.17 reference price, increasing the conversion ratio to approximately 14.35 shares of Common Stock for each $25.00 of principal amount of the Notes.
Outlook, Risks, and Contingencies
- Upcoming Redemption: The next monthly Holder Redemption Date is scheduled for December 5, 2025, with a submission deadline of November 25, 2025.
- Forward-Looking Statements: The filing includes standard disclaimers regarding forward-looking statements, noting that actual results may differ materially due to risks and uncertainties. The Company disclaims any obligation to update these statements.
- Dilution Risk: The settlement of preferred stock redemptions through the issuance of common stock increases the total share count, which may impact earnings per share and voting power.
Investor Verification Checklist
- Verify the impact of the new $1.74 conversion price on the potential dilution of the 7.00% Subordinated Convertible Notes due 2031.
- Confirm the total number of outstanding Common Stock shares following the issuance of 152,703 shares for the November redemptions.
- Review the remaining volume of Series D Preferred Stock (1,601,444 shares) to assess future redemption pressure and potential further share issuances.
- Check the Company's website for the specific redemption forms and FAQs for the December 5, 2025 redemption cycle.