8-K: Wheeler REIT Details July Preferred Stock Redemptions and Unchanged Convertible Note Price

Wheeler Real Estate Investment Trust, Inc. announced the results of its July 2025 Series D Preferred Stock redemptions, settling requests through common stock issuance, and confirmed no adjustment to its 7.00% Subordinated Convertible Notes conversion price.

Summary

• The 22nd monthly Holder Redemption Date for Series D Cumulative Convertible Preferred Stock occurred on July 7, 2025.
• The company processed 7 redemption requests, collectively redeeming 11,490 shares of Series D Preferred Stock.
• The redemption price for the Series D Preferred Stock was approximately $41.15 per share, which includes $25.00 per share plus all accrued but unpaid dividends to and including July 7, 2025.
• The aggregate redemption price for the July redemptions was settled through the issuance of 65,898 shares of the company's Common Stock.
• The volume weighted average of the closing sales price per share of Common Stock for the ten consecutive trading days immediately preceding July 7, 2025, was approximately $7.17.
• To date, the company has processed 358 redemption requests, collectively redeeming 1,652,493 shares of Series D Preferred Stock.
• Approximately 301,500 shares of Common Stock have been issued in settlement of all cumulative Series D Preferred Stock redemption requests.
• As of July 7, 2025, the company had 1,160,584 shares of Common Stock and 1,836,032 shares of Series D Preferred Stock outstanding.
• The conversion price for the 7.00% Subordinated Convertible Notes due 2031 was not adjusted following the July redemptions and remains unchanged at approximately $2.82 per share of Common Stock (approximately 8.87 shares of Common Stock for each $25.00 of principal amount).

Sentiment

Score: 5

Explanation: The document reports on routine capital structure management activities, including preferred stock redemptions and convertible note status. While the issuance of common stock for redemptions implies dilution, it also demonstrates the company's ability to meet its obligations. The lack of adjustment to the convertible note price suggests stability. Overall, it's a neutral update on ongoing financial operations.

Positives

• The company is actively managing its capital structure by processing scheduled preferred stock redemptions.
• The conversion price of the 7.00% Subordinated Convertible Notes due 2031 remained unchanged, providing stability for noteholders.
• The company's registration statement on Form S-11 for up to 100,043,323 shares of common stock was declared effective on June 20, 2025, enabling the settlement of redemptions with registered common stock.

Negatives

• Settling preferred stock redemptions through the issuance of common stock can lead to dilution for existing common shareholders.
• The redemption price of Series D Preferred Stock at approximately $41.15 per share is significantly higher than its $25.00 par value due to accrued but unpaid dividends.

Risks

• Actual results could differ materially from forward-looking statements due to various risks and uncertainties.
• The company expressly disclaims any obligation or undertaking to update or revise any forward-looking statement, except to the extent otherwise required by applicable law.

Future Outlook

The company plans for the next monthly round of Series D Preferred Stock redemptions, with a deadline of July 25, 2025, and the next Holder Redemption Date on August 5, 2025. All future redemption requests properly made will be settled with registered common stock, leveraging the recently effective Form S-11 registration statement.

Management Comments

• Crystal Plum, Chief Financial Officer, signed the report on behalf of Wheeler Real Estate Investment Trust, Inc.

Industry Context

This announcement reflects a routine capital management activity for a Real Estate Investment Trust (REIT), focusing on managing its preferred stock obligations and convertible notes. REITs often utilize various forms of equity and debt to finance their real estate portfolios, and managing these instruments, including redemptions and conversions, is a standard part of maintaining a healthy capital structure.

Stakeholder Impact

• Shareholders (Common Stock): Potential dilution due to the issuance of 65,898 shares of common stock to settle preferred stock redemptions, and cumulatively 301,500 shares.
• Preferred Shareholders (Series D): Holders who requested redemption received approximately $41.15 per share, including accrued dividends, settled in common stock.
• Noteholders (7.00% Subordinated Convertible Notes): The conversion price of approximately $2.82 per share remains unchanged, providing clarity on their potential conversion terms.

Next Steps

• The deadline for the next monthly round of Series D Preferred Stock redemptions is July 25, 2025.
• The next monthly Holder Redemption Date will occur on August 5, 2025.
• The company will settle all redemption requests properly made for the August Redemption Date with registered Common Stock.

Key Dates

Keywords

Wheeler Real Estate Investment Trust, WHLR, REIT, Real Estate, SEC Filing, 8-K, Preferred Stock, Series D Preferred Stock, Convertible Notes, Subordinated Notes, Redemptions, Common Stock, Capital Structure, Nasdaq Capital Market