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Virginia Beach, VA-based Wheeler Real Estate Investment Trust, Inc. (NASDAQ:WHLR), in a recent transaction, has exchanged a significant portion of its preferred stock for common shares. The move comes as the stock trades near its 52-week low, having declined over 99% in the past year. On April 10, 2025, the company agreed to issue 1,437,800 common shares to two unaffiliated security holders in exchange for an aggregate amount of 102,700 shares of both Series D Cumulative Convertible Preferred Stock and Series B Convertible Preferred Stock.InvestingPro analysis indicates the stock is currently trading below its Fair Value, with 14 additional key insights available to subscribers.
The exchange, which was settled on the same day and the following two business days, involved the issuance of 14 common shares for each share of both Series B and Series D Preferred Stock. This strategic move did not generate any cash proceeds for Wheeler REIT, as the preferred shares involved in the transaction have been retired and cancelled.
The issuance of common stock was conducted in reliance on an exemption from the registration requirements under the Securities Act of 1933, specifically Section 3(a)(9), which allows for such exchanges with existing security holders without the payment of commissions or other remuneration for soliciting the exchanges.
This corporate action comes as part of Wheeler REIT’s broader financial strategy. The company, known for its involvement in the real estate investment trusts industry, operates under the organizational name 05 Real Estate & Construction and is incorporated in Maryland. Its business office is located at Riversedge North, 2529 Virginia Beach Blvd., Suite 200, Virginia Beach, VA 23452.
The information reported here is based on the company’s filing with the Securities and Exchange Commission (SEC). Wheeler REIT has not publicly disclosed any further intentions or strategic implications of this stock exchange. The transaction is strictly a matter of corporate finance without any additional offers for securities exchange being made to the public.
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, previously set at approximately $4.56 per share, has been reduced to about $1.97 per share. This change increases the number of shares obtainable per $25.00 of principal amount from approximately 5.48 to 12.69 shares. Additionally, Wheeler REIT has secured a $10 million loan from KeyBank National Association to support Cedar Realty (NYSE:CDR) Trust’s tender offer for its Series B Cumulative Redeemable Preferred Stock. The loan is secured by the company’s cash and is intended to be repaid through operations and asset sales. Wheeler REIT also announced a one-for-five reverse stock split, effective March 26, 2025, which will not alter shareholders’ proportional ownership in the company. This corporate action will result in a proportional adjustment to the conversion rates of the company’s convertible securities. The company’s recent financial adjustments and corporate actions have been disclosed in compliance with SEC regulations.
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