Wheeler Real Estate Investment Trust, Inc.
For the period ended Jun 30, 2025. Filed Aug 5, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 5, 2025
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-06.
0001527541-25-000109
Unregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-05.
0001527541-25-000194
Unregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 11 previous paragraphs and 12 current paragraphs.
8 unchanged; 3 reworded; 1 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (1)
Current report
During the three and six months ended June 30, 2025, the Company issued an aggregate of 536,477 shares of its Common Stock, having an aggregate fair value of $2.4 million, to settle conversion requests by certain holders thereof comprising an aggregate principal amount of $1.5 million. The Company determined the conversion price on each conversion date in accordance with Section 14.02 (Optional Conversion) of the indenture governing the Convertible Notes. Each conversion settled in accordance with customary settlement cycles. The Company did not receive any cash proceeds as a result of any such conversion, and the Convertible Notes that were converted have been retired and cancelled.
Reworded paragraphs (3)
Previous wording
During the three months ended March 31, 2025, the Company issued an aggregate of 218,282 shares of its Common Stock to unaffiliated holders of the Company’s securities in exchange for 138,174 shares of the Company’s Series D Preferred Stock and 138,174 shares of the Company's Series B Preferred Stock. The settlement of these transactions occurred on or before the next business day after each exchange. The Company did not receive any cash proceeds as a result of the exchanges, and the shares of the Preferred Stock exchanged have been retired and cancelled.
Current wording
During the three and six months ended June 30, 2025, the Company issued an aggregate of 291,114 and 322,297 shares of its Common Stock, respectively, to unaffiliated holders of the Company’s securities in exchange for 122,700 and 260,874 shares of the Company’s Series D Preferred Stock, respectively, and 122,700 and 260,874 shares of the Company's Series B Preferred Stock, respectively. The settlement of these transactions occurred on or before the next business day after each exchange. The Company did not receive any cash proceeds as a result of the exchanges, and the shares of the Preferred Stock exchanged have been retired and cancelled.
Previous wording
The Company issued the Common Stock in these exchange transactions in reliance upon the exemption from the registration requirements of the Securities Act contained in Section 3(a)(9) of the Securities Act on the basis that the issuance of Common Stock constituted an exchange with an existing holder of the Company’s securities, and no commission or other remuneration was paid or given directly or indirectly for soliciting such transaction.
Current wording
The Company issued the Common Stock in these exchange and conversion transactions in reliance upon the exemption from the registration requirements of the Securities Act contained in Section 3(a)(9) of the Securities Act on the basis that the issuance of Common Stock constituted an exchange with an existing holder of the Company’s securities, and no commission or other remuneration was paid or given directly or indirectly for soliciting such transaction.
Previous wording
As of May 4, 2025, the Company had accumulated undeclared dividends of $29.6 million to holders of shares of our Series D Preferred Stock, of which $1.9 million are attributable to the three months ended March 31, 2025.
Current wording
As of August 5, 2025, the Company had accumulated undeclared dividends of $28.3 million to holders of shares of our Series D Preferred Stock, of which $1.6 million and $3.5 million are attributable to the three and six months ended June 30, 2025, respectively.