wheeler real estate adjusts conversion price for convertible notes

Wheeler Real Estate Investment Trust, Inc. (NASDAQ:WHLR), which has seen its stock price decline by over 99% in the past six months according to InvestingPro data, has announced an adjustment to the conversion price of its 7.00% Subordinated Convertible Notes due 2031, according to a recent SEC filing. The conversion price has been reduced from approximately $4.71 to $2.82 per share of common stock, effective June 5, 2025. This adjustment follows the June redemption of Series D Cumulative Convertible Preferred Stock, which saw the lowest conversion price at approximately $5.13 per share.

The company, which maintains a healthy current ratio of 1.74 and generates annual EBITDA of $53.84 million, processed two redemption requests for a total of 1,100 shares of Series D Preferred Stock, with a redemption price of approximately $41.34 per share. This was settled through the issuance of 8,871 shares of Wheeler’s common stock. The volume-weighted average closing sales price for the common stock was reported at $5.13 over the ten trading days leading up to the redemption date.

To date, Wheeler has processed 351 redemption requests, redeeming a total of 1,641,003 shares of Series D Preferred Stock. The company has issued approximately 235,500 shares of common stock in settlement of these redemptions. As of June 5, 2025, Wheeler reported 558,209 shares of common stock and 1,789,404 shares of Series D Preferred Stock outstanding.

Looking ahead, the deadline for the next round of Series D Preferred Stock redemptions is June 25, 2025, with the next redemption date set for July 7, 2025. Wheeler, which currently shows a GOOD overall financial health score according to InvestingPro analysis, disclosed that it may not have sufficient registered common stock to meet all redemption requests by the July date. InvestingPro subscribers have access to 10+ additional key insights and detailed valuation metrics that could help assess the impact of these corporate actions on the company’s future prospects. The company plans to file a new registration statement to cover future redemptions, but there is no assurance it will be effective by then. If not, Wheeler may issue unregistered common stock or delay delivery until SEC clearance is obtained.

This information is based on a press release statement filed with the U.S. Securities and Exchange Commission.

In other recent news, Wheeler Real Estate Investment Trust, Inc. announced an adjustment to the conversion price of its 7.00% Subordinated Convertible Notes due 2031. The conversion price has been reduced from approximately $1.97 per share to $0.67 per share of common stock, following the redemption of Series D Cumulative Convertible Preferred Stock. Additionally, Wheeler REIT completed an exchange of equity securities, issuing 600,000 shares of common stock in exchange for 40,000 shares of Series D and Series B Preferred Stock. In another transaction, the company exchanged 1,437,800 common shares for 102,700 shares of preferred stock, retiring and canceling the preferred shares involved. Wheeler REIT also secured a $10 million loan from KeyBank National Association to support Cedar Realty (NYSE:CDR) Trust’s tender offer for Series B Cumulative Redeemable Preferred Stock. This loan is guaranteed by Wheeler REIT and is secured by the company’s cash in a KeyBank money market guaranty collateral account. These recent developments reflect Wheeler REIT’s ongoing financial strategies and adjustments to its capital structure.

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