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    Wheeler Real Estate Investment Trust Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

    5/6/25 4:18:38 PM ET
    $WHLR
    Real Estate Investment Trusts
    Real Estate
    Get the next $WHLR alert in real time by email
    whlr-20250506
    0001527541FALSE00015275412025-05-062025-05-060001527541us-gaap:CommonStockMember2025-05-062025-05-060001527541us-gaap:SeriesBPreferredStockMember2025-05-062025-05-060001527541us-gaap:SeriesDPreferredStockMember2025-05-062025-05-060001527541us-gaap:ConvertibleSubordinatedDebtMember2025-05-062025-05-06

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, D.C. 20549
    FORM 8-K
      CURRENT REPORT
    PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

    Date of report (date of earliest event reported): May 6, 2025
     WHEELER REAL ESTATE INVESTMENT TRUST, INC.
    (Exact name of registrant as specified in its charter)  
    Maryland 001-3571345-2681082
    (State or other jurisdiction
    of incorporation or organization)
     (Commission
    File Number)
    (IRS Employer
    Identification No.)
    2529 Virginia Beach Blvd.
    Virginia Beach, VA
     23452
    (Address of principal executive offices) (Zip code)
    Registrant’s telephone number, including area code: (757) 627-9088
    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions: 
    ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
    Emerging growth company ☐
    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
     Securities registered pursuant to Section 12(b) of the Act:
    Title of each class Trading Symbol(s)Name of each exchange on which registered
    Common Stock, $0.01 par value per share WHLR
    Nasdaq Capital Market
    Series B Convertible Preferred Stock WHLRP
    Nasdaq Capital Market
    Series D Cumulative Convertible Preferred StockWHLRD
    Nasdaq Capital Market
    7.00% Subordinated Convertible Notes due 2031WHLRL
    Nasdaq Capital Market



    Item 2.02 Results of Operations and Financial Condition.

    On May 6, 2025, Wheeler Real Estate Investment Trust, Inc. (the “Company”) issued a press release announcing that it had reported its financial and operating results for the three months ended March 31, 2025. A copy of the Company's press release is hereby furnished as Exhibit 99.1 to this report on Form 8-K.

    The information contained in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" with the Securities and Exchange Commission ("SEC") nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended (the "Securities Act"), unless specified otherwise.

    Item 7.01 Regulation FD Disclosure

    On March 31, 2025, the Company made publicly available certain supplemental financial information for the three months ended March 31, 2025 on its investor relations website, https://ir.whlr.us/.

    This supplemental financial information is hereby furnished as Exhibit 99.2 to this Current Report on Form 8-K. The information contained in this Current Report on Form 8-K, including Exhibit 99.2, shall not be deemed "filed" with the SEC nor incorporated by reference in any registration statement filed by the Company under the Securities Act unless specified otherwise. The information found on, or otherwise accessible through, the Company's website is not incorporated into, and does not form a part of, this Current Report on Form 8-K or any other report or document the Company files with or furnishes to the SEC.


    Item 9.01 Financial Statements and Exhibits

    (d) Exhibits

    The following exhibits are included with this Report:

    Exhibit No.
    99.1
    Press release, dated May 6, 2025.
    99.2
    Supplemental financial information for the three months ended March 31, 2025.
    104Cover Page Interactive Data File (embedded within the Inline XBRL document)

















    SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
     
    WHEELER REAL ESTATE INVESTMENT TRUST, INC.
    By: /s/ M. Andrew Franklin
     Name: M. Andrew Franklin
     Title: Chief Executive Officer and President
    Dated: May 6, 2025




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