Business Context and Reporting Period
This Form 8-K is a current report filed by Wheeler Real Estate Investment Trust, Inc. on August 5, 2025. The filing details the 23rd 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 Transaction Details
- Redemption Volume: 13 redemption requests processed for 35,981 shares of Series D Preferred Stock.
- Redemption Price: Approximately $41.43 per share (comprising $25.00 principal plus accrued dividends).
- Settlement Method: The Company settled the aggregate redemption price by issuing 410,202 shares of Common Stock.
- Stock Valuation: The volume-weighted average closing price of Common Stock for the ten trading days preceding the redemption date was approximately $3.63.
- Outstanding Shares (as of Aug 5, 2025): 1,690,786 shares of Common Stock and 1,785,051 shares of Series D Preferred Stock.
- Cumulative Redemptions: To date, 371 requests have been processed, redeeming 1,688,474 shares of Series D Preferred Stock, settled with approximately 712,000 shares of Common Stock.
Material Changes
The primary material change reported is the adjustment of the conversion price for the Company's 7.00% Subordinated Convertible Notes due 2031.
- Prior Conversion Price: Approximately $2.82 per share of Common Stock.
- New Conversion Price: Adjusted to approximately $2.00 per share of Common Stock.
- Reason for Adjustment: The lowest price at which Series D Preferred Stock was converted into Common Stock during the August redemptions was approximately $3.63. Pursuant to the indenture, the Notes' conversion price was adjusted to reflect a 45% discount to this $3.63 price.
- Conversion Ratio Impact: The number of Common Stock shares issued per $25.00 of principal amount of Notes increased from approximately 8.87 shares to 12.51 shares.
Outlook, Management Commentary, and Risks
- Upcoming Redemptions: The next monthly Holder Redemption Date is September 5, 2025, with a request deadline of August 25, 2025.
- Registration Status: The Company's Form S-11 registration statement for up to 100,043,323 shares of Common Stock was declared effective on June 20, 2025. Consequently, redemptions for July, August, and September will be settled using registered Common Stock.
- Forward-Looking Statements: The filing includes standard disclaimers that forward-looking statements are subject to risks and uncertainties and do not guarantee future performance.
Investor Verification Checklist
- Verify the impact of the new $2.00 conversion price on the dilution of existing Common Stock holders if the 7.00% Notes are converted.
- Confirm the remaining volume of Series D Preferred Stock outstanding (1,785,051 shares) and the potential for future monthly redemptions.
- Review the Company's Form S-11 (File No. 333-287930) to understand the full scope of the registered share reserve available for future settlements.
- Monitor the volume-weighted average price of Common Stock leading up to the September 5, 2025 redemption date to assess potential further conversion price adjustments.