Wheeler REIT adjusts convertible note conversion price to $1.90, issues common for preferred

Wheeler Real Estate Investment Trust, Inc.

Issued 429k common shares to two investors in exchange for 33k Series D and 66k Series B preferred shares on Dec 5 and 8, 2025.
Issued additional 451.2k common shares to a third investor for 37.6k Series D and 75.2k Series B preferred on Dec 8, 2025.
Conversion price of 7% Subordinated Convertible Notes due 2031 lowered from ~$3.48 to ~$1.90 per share, a 45% discount.
Processed 3 redemption requests for 12,700 Series D shares at ~$42.62 per share, settled with 157,093 common shares.
As of Dec 8, 2025, outstanding common shares 1,783,599 and Series D preferred 1,519,144.

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Wheeler Real Estate Investment Trust, Inc. issued 451,200 shares of Common Stock of common stock to an unaffiliated holder of the Company’s securities for in exchange for 37,600 shares of the Series D Preferred Stock and 75,200 shares of the Series B Preferred Stock.

Security: common stock
Shares: 451,200 shares of Common Stock
Purchaser: an unaffiliated holder of the Company’s securities
Consideration: in exchange for 37,600 shares of the Series D Preferred Stock and 75,200 shares of the Series B Preferred Stock

Exact text from the filing

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.

View on SEC.gov

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Wheeler Real Estate Investment Trust, Inc. issued 429,000 shares of its common stock of common stock to two unaffiliated holders of the Company’s securities for in exchange for an aggregate amount of 33,000 shares of the Company’s Series D Cumulative Convertible Preferred Stock and 66,000 shares of the Company's Series.

Security: common stock
Shares: 429,000 shares of its common stock
Purchaser: two unaffiliated holders of the Company’s securities
Consideration: in exchange for an aggregate amount of 33,000 shares of the Company’s Series D Cumulative Convertible Preferred Stock and 66,000 shares of the Company's Series

Exact text from the filing

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”).

View on SEC.gov

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Wheeler Real Estate Investment Trust, Inc. filing history →

Source: SEC EDGAR

accession 0001527541-25-000300

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