Form 4: Wheeler REIT Director Receives Stock as Interest Payment on Convertible Notes

Director Kerry G. Campbell receives Series D Preferred Stock as interest payment on 7.00% Senior Subordinated Convertible Notes due 2031.

Summary

• Kerry G. Campbell, a director of Wheeler Real Estate Investment Trust, Inc. (WHLR), received Series D Cumulative Convertible Preferred Stock on July 1, 2024.
• The stock was issued as payment of interest on the company's 7.00% Senior Subordinated Convertible Notes due 2031.
• Campbell received 354 shares of Series D Preferred Stock.
• Each share of Series D Preferred Stock is convertible into 0.001228 shares of WHLR's common stock, equating to a conversion price of $20,352 per share.
• The interest payment was determined based on a per share value of $17.95505 for the Series D Preferred Stock.
• Campbell also holds $100,000 in principal amount of the 7.00% Senior Subordinated Convertible Notes due 2031, which are convertible into common stock at a price of $14.29 per share.

Sentiment

Score: 5

Explanation: Neutral sentiment as the filing simply reports a transaction. The underlying decision to pay interest in stock could be a concern, but the filing itself is routine.

Risks

• The company's decision to pay interest in stock rather than cash may indicate financial constraints.
• The conversion of preferred stock and convertible notes could dilute existing common shareholders.

Future Outlook

The company may continue to pay interest on the convertible notes in the form of preferred stock, depending on its cash position and the terms of the indenture.

Industry Context

REITs sometimes use convertible notes and preferred stock to manage their capital structure and funding needs. Paying interest in stock can conserve cash but may signal financial challenges.

Comparison to Industry Standards

• Other REITs, such as Simon Property Group (SPG) and Prologis (PLD), typically have stronger balance sheets and rely less on convertible securities for financing.
• Compared to industry peers, Wheeler REIT's reliance on convertible notes and preferred stock may indicate a higher risk profile.
• Companies like Annaly Capital Management (NLY) also use preferred stock, but typically with a more stable financial performance.

Stakeholder Impact

• Shareholders may experience dilution if the preferred stock and convertible notes are converted into common stock.
• The decision to pay interest in stock could impact the company's cash flow and financial stability.

Key Dates

Keywords

Series D Preferred Stock, Convertible Notes, Director, Interest Payment, Wheeler REIT, WHLR, Form 4