WHLR Eyes 100M-Share Offering, Issues Preferred Stock as Convertible Note Interest
By ATTN Desk · Editorial oversight: Sean Han
Introduction
Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR) is a self-managed real estate investment trust founded in 1999 and based in Virginia Beach, Virginia. WHLR specializes in acquiring, financing, developing, leasing, owning, and managing income-producing retail properties—primarily grocery-anchored shopping centers—in secondary and tertiary markets across the Mid-Atlantic, Northeast, and Southeast United States. As of September 11, 2025, WHLR shares traded on the NASDAQ at $2.30, reflecting a 26.37% increase on a volume of approximately 9.9 million shares.
Corporate Structure and Workforce
WHLR employs between 51 and 200 staff members, headquartered at 2529 Virginia Beach Blvd., Suite 200, Virginia Beach, VA 23452. Key executives include Wesley Forehand, Vice President of Portfolio Management, and Denbeigh Marchant, Vice President of Leasing. The firm’s board is chaired by Stefani Carter. Since acquiring Cedar Realty Trust in 2022, WHLR oversees a portfolio of 73 shopping centers totaling approximately 8 million square feet across 14 states.
Real estate by Sean Pollock
Recent Developments and News
- On September 8, 2025, WHLR filed a prospectus supplement (SEC Form 424B3) updating its June 20, 2025 offering to issue up to 100,043,323 shares of common stock (par value $0.01).
- The same day, the company attached a Current Report on Form 8-K (filed September 5, 2025) that referenced the U.S. Court of Appeals for the Fourth Circuit’s September 4, 2024, affirmation of a district court order dismissing a putative class action against Cedar Realty Trust and Wheeler.
- WHLR issued Series B and Series D Cumulative Convertible Preferred Stock as interest payments on its 7.00% Subordinated Convertible Notes due in 2031.
Financial and Strategic Analysis
WHLR’s business model centers on long-term leases with nationally and regionally recognized tenants such as Food Lion, Kroger, Home Depot, TJ Maxx, Burlington, and Planet Fitness. The trust emphasizes grocery-anchored centers in markets where co-tenancy and demographics support stable foot traffic and rental growth.
| Metric | Value |
|---|---|
| Share Price (2025-09-11) | $2.30 |
| Market Capitalization | $5.05 million |
| Enterprise Value | $586.97 million |
| Price/Sales (ttm) | 0.02 |
| EV/Revenue | 5.71 |
| EV/EBITDA | 9.07 |
| Revenue (ttm) | $102.8 million |
| Net Income Available to Common (ttm) | -$15.54 million |
| Diluted EPS (ttm) | -14.19 |
| Profit Margin | 2.19% |
| Return on Assets (ttm) | 3.21% |
| Return on Equity (ttm) | 9.46% |
| Total Cash (mrq) | $28.07 million |
| Total Debt/Equity (mrq) | 528.66% |
| Levered Free Cash Flow (ttm) | $42.46 million |
WHLR had no forward dividend as of its last ex-dividend date in March 2018. The trust has a beta of 1.28, indicating equity volatility slightly above the S&P 500 benchmark.
Market Position and Industry Context
Within the retail REIT sector, WHLR focuses on grocery-anchored and service-based centers in non-gateway markets. Its peers include Kimco Realty, Federal Realty, and Brixmor Property Group, which often focus on higher-density or mixed-use assets. By targeting secondary and tertiary markets from Florida to Massachusetts, WHLR aims to capture rent and occupancy growth where competition is less intense. The company’s high leverage—reflected in a debt-to-equity ratio exceeding 500%—underscores its reliance on debt and convertible instruments to finance acquisitions and development. Interest rate trends and consumer spending patterns remain key variables for tenant performance and occupancy levels.
tl;dr
On September 8, 2025, WHLR filed an SEC prospectus supplement to issue up to 100 million common shares and reported the Fourth Circuit’s September 4, 2024, affirmation of a dismissal in a class-action lawsuit. The trust also issued preferred stock as interest on 7.00% notes due 2031. As of September 11, shares stood at $2.30. Investors will monitor leverage (total debt/equity 528.66%), upcoming earnings for Q3 2025, and portfolio occupancy across 73 centers in 14 states for indications of rent growth and tenant stability.