Dec. 12, 2025 — Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR) is back on traders’ and micro-cap REIT watchers’ radar after a sharp burst of volatility in early December and a cluster of new SEC filings that highlight the company’s unusually complex capital structure.
In the last several days, Wheeler has disclosed preferred-to-common exchanges, Series D preferred redemptions settled with newly issued common shares, and another reset to the conversion price on its 7.00% subordinated convertible notes due 2031—all developments that can materially affect supply/demand for WHLR common stock and the market’s perception of dilution risk. [1]
Below is a detailed roundup of the latest WHLR news and filings as of Dec. 12, 2025, the most important numbers from recent reports, and an evidence-based outlook for what could drive the next move.
WHLR stock: what’s happening right now
WHLR’s latest available closing data shows the stock ended Dec. 11 at $3.26, up 15.19% on the day—an example of the outsized daily swings that have become common for the name. [2]
That volatility follows a dramatic move on Dec. 5, when WHLR surged roughly 76% intraday (per RTTNews coverage carried on Nasdaq and RTTNews). [3]
Why it matters: For many investors, the story in WHLR is no longer just “retail real estate.” In practice, the stock has been trading like a capital-structure event: reverse splits, conversions, redemptions, and non-cash exchanges can rapidly change the share count and create sudden dislocations in price and liquidity. [4]
The headline filing: WHLR’s Dec. 8 Form 8‑K (preferred exchanges, redemptions, and conversion reset)
Wheeler’s most market-moving recent disclosure is its Current Report on Form 8‑K dated Dec. 8, 2025 (reporting events beginning Dec. 5). In one document, the company detailed three items that matter directly to WHLR common shareholders: new common share issuance, Series D redemptions, and a conversion-price adjustment on the 2031 notes. [5]
1) Non-cash preferred-to-common exchanges: 880,200 new common shares in early December
The company disclosed agreements to issue WHLR common stock in exchange for preferred shares held by existing securityholders (no cash proceeds):
- Dec. 5 investors: WHLR agreed to issue 429,000 shares of common stock in exchange for 33,000 shares of Series D preferred and 66,000 shares of Series B preferred. The exchange ratio cited was 13 common shares for two Series B plus one Series D. [6]
- Dec. 8 investor: WHLR agreed to issue 451,200 shares of common stock in exchange for 37,600 shares of Series D preferred and 75,200 shares of Series B preferred. This exchange used 12 common shares for two Series B plus one Series D. [7]
The company said the preferred shares exchanged in these transactions were retired and cancelled and that the issuances relied on a Securities Act exemption for exchanges with existing holders. [8]
Investor takeaway: While exchanging preferred into common can simplify the stack over time, it also means more common shares entering the market—and for a stock that can trade on thin liquidity, incremental supply can be meaningful.
2) Series D redemption mechanics: common shares issued to satisfy redemption value
The same 8‑K reported the results of the December 2025 Series D preferred redemptions:
- The company processed 3 redemption requests, redeeming 12,700 Series D shares.
- The reported redemption price was approximately $42.62 per share (stated as $25.00 plus accrued but unpaid dividends through the redemption date).
- WHLR settled the aggregate redemption price through issuance of 157,093 shares of WHLR common stock. [9]
Wheeler also disclosed a key market-price reference point used around the redemption date: the 10‑day volume-weighted average closing price preceding the Dec. 5 holder redemption date was approximately $3.45. [10]
Investor takeaway: For WHLR common, the Series D redemption program can function like a recurring share issuance mechanism, depending on how many holders elect redemption and how the company satisfies those obligations (cash vs. shares).
3) Convertible notes: conversion price reset to about $1.90 per share
One of the most consequential items for dilution risk was the disclosed adjustment to the conversion price on Wheeler’s 7.00% subordinated convertible notes due 2031 (ticker: WHLRL):
- Prior to Dec. 5, the conversion price was about $3.48 per common share (about 7.17 shares per $25 of principal).
- Based on the lowest Series D conversion price cited in the filing (about $3.45), the company reported the notes’ conversion price was adjusted to approximately $1.90 per share, equating to about 13.19 shares per $25 of principal—reflecting a stated 45% discount to $3.45 under the indenture’s optional conversion provisions. [11]
Investor takeaway: A lower conversion price generally increases the number of shares that could be issued on conversion, raising the market’s sensitivity to future dilution—especially when the common float is already affected by reverse splits and ongoing redemption settlement.
4) Updated share counts (as disclosed)
As of Dec. 8, 2025, the company reported:
- 1,783,599 shares of WHLR common stock outstanding
- 1,519,144 shares of Series D preferred outstanding [12]
A fresh SEC filing on Dec. 10: Form 144 proposes a sale by a 10% holder (preferred shares)
On Dec. 10, 2025, a Form 144 was filed that disclosed a proposed sale by Stilwell Value LLC, identified as a 10% stockholder. Notably, the filing concerns Wheeler REIT, Inc. Series B Convertible Preferred Stock (ticker: WHLRP), not WHLR common directly. [13]
Key details from the filing:
- Securities to be sold: 28,000 shares/units of Series B preferred
- Aggregate market value listed: 120,428
- Broker: Raymond James & Associates, Inc.
- Approximate date of sale: 12/10/2025
- Relationship: 10% Stockholder
- Acquisition date shown: 01/03/2023, described as “shares received in lieu of interest payment” [14]
Investor takeaway: Even when activity is in preferred securities, it can still affect overall sentiment toward Wheeler’s capital structure—especially because WHLR’s recent market narrative has centered on conversions, exchanges, and redemption-related share issuance.
Reverse split recap: WHLR executed another reverse split effective Dec. 1, 2025
Wheeler has used reverse stock splits repeatedly to maintain listing requirements and manage its share price on a split-adjusted basis. The most recent reverse split event disclosed:
- A 1-for-2 reverse stock split effective at 5:00 p.m. ET on Nov. 28, 2025, with split-adjusted trading beginning at the market open on Dec. 1, 2025. [15]
- The company also described a related par value adjustment and stated no fractional shares would be issued (cash paid in lieu of fractional shares). [16]
Earlier in 2025, Wheeler also disclosed other reverse splits—including a 1-for-4 reverse split effective in late January 2025—illustrating how frequently the share base has been consolidated. [17]
Why this matters for interpreting “52-week highs/lows”: On some market-data pages, WHLR’s 1‑year trading range can look extreme (in part because the history is split-adjusted after multiple reverse splits). For example, one data view shows a very wide range for the past year. [18]
Another important capital-structure signal: WHLR to pay Dec. 31 note interest in Series D preferred (not cash)
In a separate Nov. 20, 2025 8‑K, Wheeler disclosed that interest on its 7.00% subordinated convertible notes due 2031 payable on Dec. 31, 2025 would be paid in Series D Cumulative Convertible Preferred Stock, rather than cash, to holders of record as of Dec. 1, 2025 at 5:00 p.m. New York City time. [19]
Investor takeaway: Paying interest in securities rather than cash can be interpreted as a liquidity-management decision. It also reinforces why WHLR’s common stock can trade as a “capital structure event” rather than a pure real estate operating story.
WHLR fundamentals: what the latest reported financials show (Q3 2025)
Wheeler’s investor relations disclosures describe it as a self-managed retail REIT focused largely on grocery-anchored and necessity-based centers, with properties across multiple U.S. regions and a tenant base that includes national and regional retailers. [20]
From the company’s published income statement for the quarter and nine months ended Sept. 30, 2025:
- Total revenue (Q3 2025):$23.821 million (vs. $24.792 million in Q3 2024)
- Net income (Q3 2025):$12.982 million (vs. a net loss of $30.631 million in Q3 2024)
- Interest expense (Q3 2025):$7.853 million
- Nine-month total revenue (2025):$74.276 million
- Nine-month net income (2025):$14.355 million [21]
The statement also shows large swings in line items such as net changes in fair value of derivative liabilities, underscoring that reported profitability can be heavily influenced by valuation and capital-structure related accounting impacts—not only rent collections and property-level operations. [22]
Dividends: common and preferred dividends are suspended (per company FAQ)
For income-focused investors evaluating WHLR as a REIT, one line from Wheeler’s own FAQ is critical: common and preferred dividends have been suspended until further notice. [23]
That disclosure matters because it can influence the perceived value of preferred securities and redemption behavior—both of which can cascade into common-stock dynamics when redemptions are satisfied with equity issuance.
“Forecasts and analysis” for Dec. 12, 2025: what investors are watching next
There may not be a traditional Wall Street-style consensus price target prominently available for WHLR, and some Nasdaq data modules (such as the option chain page) have shown “currently not available” messaging—consistent with a ticker that often trades with limited liquidity and sporadic coverage. [24]
That said, there are several time-bound catalysts and “known dates” disclosed in filings that act like an operational forecast for WHLR trading:
Near-term event calendar (filing-based)
- Dec. 25, 2025: Deadline for the next monthly round of Series D preferred redemption paperwork (per the Dec. 8 8‑K). [25]
- Dec. 31, 2025: Interest payment date on WHLR’s 7% convertible notes, to be paid in Series D preferred (per the Nov. 20 8‑K). [26]
- Jan. 5, 2026: Next monthly Holder Redemption Date for Series D redemptions (per the Dec. 8 8‑K). [27]
What those “forecast dates” imply for WHLR common stock
- Possible additional share issuance: If Series D redemptions continue and are settled with common stock, more shares may be issued—potentially increasing float and affecting price pressure. [28]
- Conversion sensitivity: With the notes’ conversion price disclosed at approximately $1.90, traders may pay closer attention to price levels and subsequent conversion mechanics. [29]
- Liquidity headlines: The presence of a Form 144 from a 10% holder and the generally low-liquidity profile can amplify price moves on relatively small flows. [30]
Practical takeaway: the WHLR stock story is about real estate—but the tape is about the capital structure
Wheeler remains, at its core, a retail-property REIT with grocery-anchored exposure. [31]
But as of Dec. 12, 2025, WHLR common stock is trading in the shadow of:
- repeated reverse splits, [32]
- recurring preferred redemptions funded with common shares, [33]
- preferred-to-common exchanges, [34]
- and a conversion-price mechanism that can reset the terms of potential dilution. [35]
For investors and readers seeing WHLR trend in Google News/Discover today, the most useful lens is not “What did retail REITs do this week?” but rather: “How many shares could exist next month, and under what conversion/redemption math?”
References
1. ir.whlr.us, 2. finance.yahoo.com, 3. www.rttnews.com, 4. ir.whlr.us, 5. ir.whlr.us, 6. ir.whlr.us, 7. ir.whlr.us, 8. ir.whlr.us, 9. ir.whlr.us, 10. ir.whlr.us, 11. ir.whlr.us, 12. ir.whlr.us, 13. ir.whlr.us, 14. ir.whlr.us, 15. ir.whlr.us, 16. ir.whlr.us, 17. d1io3yog0oux5.cloudfront.net, 18. www.wsj.com, 19. ir.whlr.us, 20. ir.whlr.us, 21. ir.whlr.us, 22. ir.whlr.us, 23. ir.whlr.us, 24. www.nasdaq.com, 25. ir.whlr.us, 26. ir.whlr.us, 27. ir.whlr.us, 28. ir.whlr.us, 29. ir.whlr.us, 30. ir.whlr.us, 31. ir.whlr.us, 32. ir.whlr.us, 33. ir.whlr.us, 34. ir.whlr.us, 35. ir.whlr.us
