Wheeler Real Estate Investment Trust Inc.
11/06/2025 | Press release | Distributed by Public on 11/06/2025 07:24
Material Event (Form 8-K)
Item 8.01 Other Events
Conversion Price of 7.00% Subordinated Convertible Notes due 2031
Item 8.01 of this Current Report on Form 8-K as to the redemptions by the holders of Wheeler Real Estate Investment Trust, Inc.'s (the "Company") Series D Cumulative Convertible Preferred Stock (the "Series D Preferred Stock") is incorporated herein by reference.
Prior to November 5, 2025, the conversion price for the Company's 7.00% Subordinated Convertible Notes due 2031 (the "Notes") was approximately $3.59 per share of the Company's common stock, par value $0.01 ("Common Stock") (approximately 6.97 shares of Common Stock for each $25.00 of principal amount of the Notes being converted).
For the November redemptions, the lowest price at which any Series D Preferred Stock was converted by a holder thereof into Common Stock was approximately $3.17. Accordingly, pursuant to Section 14.02 (Optional Conversion) of the indenture governing the Notes, the conversion price for the Notes was further adjusted to approximately $1.74 per share of Common Stock (approximately 14.35 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $3.17.
Results of November 2025 Series D Preferred Stock Redemptions
•The 26th monthly "Holder Redemption Date" occurred on November 5, 2025.
•The Company processed 5 redemption requests from holders of its Series D Preferred Stock, collectively redeeming 11,425 shares of Series D Preferred Stock for a redemption price of approximately $42.34 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the November 5, 2025 Holder Redemption Date) (the "Redemption Price").
•The Company settled the aggregate Redemption Price through the issuance of 152,703 shares of its Common Stock.
•The volume weighted average of the closing sales price, as reported on the Nasdaq Capital Market, per share of Common Stock for the ten consecutive trading days immediately preceding, but not including, the November 5, 2025 Holder Redemption Date was approximately $3.17.
Cumulative Series D Preferred Stock Redemption Information
•To date, the Company has processed 394 redemption requests, collectively redeeming 1,746,481 shares of Series D Preferred Stock.
•The Company has issued approximately 575,000 shares of its Common Stock in settlement of all such redemption requests in the aggregate.
•As of November 5, 2025, the Company had 1,380,640 shares of Common Stock and 1,601,444 shares of Series D Preferred Stock outstanding.
December 2025 Redemptions
•The deadline for the next monthly round of Series D Preferred Stock redemptions is November 25, 2025.
•The next monthly Holder Redemption Date will occur on December 5, 2025.
•Required redemption forms and a list of frequently asked questions can each be found on the Company's website at https://ir.whlr.us/series-d/series-d-redemption.
Information contained on the Company's website is not incorporated by reference into this Current Report on Form 8-K and should not be considered to be part of this Current Report on Form 8-K.
Forward-Looking Statements.
This Current Report on Form 8-K includes forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as "will, "anticipates," "possible," "likely," "plans," and "expects", or the negative of such terms, or other comparable terminology.
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