WHLR 10-K & 10-Q changes, risk factors and insider trading
Wheeler Real Estate Investment Trust, Inc. (also WHLRD, WHLRP, WHLRL) · Nasdaq · Real Estate Investment Trusts · CIK 1527541 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “2025 Significant Circumstances and Transactions”
New heading “Assets Held for Sale”
New heading “June 2024 Term Loan and Paydown”
New heading “October 2022 Cedar Term Loan Paydown”
New heading “June 2022 Term Loan with Paydowns”
New heading “April 2025 Cedar Bridge Loan”
New heading “Winslow Plaza Payoff”
New heading “August 2025 Cedar Credit Facility”
New heading “Reverse Stock Splits”
New heading “Exchanges of Series B Preferred Stock and Series D Preferred Stock for Common Stock”
New heading “Subscription Agreement, Issuance of Series D Preferred Stock and Noncontrolling Interest Contributions”
New heading “Comparison of 2025 to 2024 (in thousands)”
New heading “Recent Tax Law Update”
Removed heading “Term Loan, Five Properties”
Removed heading “Exchange of Series B Preferred Stock and Series D Preferred Stock for Common Stock”
Removed heading “Excepted Holder Limits”
Removed heading “Big Lots Chapter 11 Bankruptcy”
Removed heading “Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023”
Largest changes
Evolving macroeconomic conditions, including global macroeconomic challenges such as changes in trade policies, sanctions, treaties, tariffs, regulatory requirements, uncertainty in the markets, economic instability and fluctuations in inflation and interest rates, may affect our business. Substantially all of the Company’s leases contain provisions designed to partially mitigate the negative impact of inflation in the near term. Such lease provisions include clauses that require tenants to reimburse the Company for inflation-sensitive costs such as real estate taxes, insurance and many of the operating expenses it incurs. In addition, many of our leases are for terms of less than ten years, which permits us to seek increased rents upon re-rental at market rates. However, significant inflation rate increases over a prolonged period of time may have a material adverse impact on the Company’s business. Conversely, deflation could lead to downward pressure on rents and other sources of income.see in full comparison
“On August 15, 2025, Cedar entered into a credit facility agreement with KeyBank National Association to draw up to $20.0 million (the "August 2025 Cedar Credit Facility") pursuant to which a loan advance may be made no more frequently than once per calendar month. The interest rate under the August 2025 Cedar Credit Facility for each draw is at the Company's option of either a base rate, daily simple SOFR or term SOFR, plus an applicable margin. Interest payments are due monthly, and any outstanding principal is due at maturity on August 15, 2027. …”see in full comparison
“On September 9, 2024, Big Lots, Inc. and its affiliates (collectively, "Big Lots"), filed for protection under chapter 11 of the U.S. Bankruptcy Code (the "Bankruptcy Code") in the U.S. Bankruptcy Court for the District of Delaware. Big Lots leased five locations from us (collectively, the "Big Lots Leases"). We don't anticipate that the Big Lots chapter 11 cases will have a material adverse effect on our business, our financial condition, or our results of operations.”see in full comparison
“Subscription Agreement, Issuance of Series D Preferred Stock and Noncontrolling Interest Contributions”see in full comparison
“Exchanges of Series B Preferred Stock and Series D Preferred Stock for Common Stock”see in full comparison
Full comparison: every changed paragraph (124)
Our portfolio is comprised of seventy-fivesixty-five properties, including seventy-twosixty-two retail shopping centers and three undeveloped land parcels. Twenty-oneEighteen of these properties are located in South Carolina, twelveeleven in Georgia, ten in Virginia, eightseven in Pennsylvania, five in North Carolina, fourtwo in New Jersey, three in Massachusetts, threetwo in Florida, two in Connecticut, two in Kentucky, two in Tennessee, one in Massachusetts, one in Alabama, one in Maryland, and one in West Virginia. The Company’s portfolio had total gross rentable space of approximately 7,661,0007,019,000 square feet and a leased level of approximately 93.1%94.3% at December 31, 2024.2025.
In August 2022, the Company acquired Cedar, and as a result of such transaction acquired its then 19 shopping centers (the majority of which are grocery-anchored), which increased the Company’s presence in the Northeast.
2025 Significant Circumstances and Transactions
Since January 1, 2024, the Company has invested approximately $39.6 million in its properties. The Company's asset dispositions were executed, in part, to capitalize on the value created through those investments. Additionally, the Company executed a series of capital management and financing transactions designed to support its strategic objective of redeploying capital generated from these asset dispositions to enhance cash flow. These transactions included entering into short‑term and intermediate‑term credit arrangements to provide liquidity utilizing proceeds from asset sales to reduce borrowings, make investments and completing repurchases of outstanding Cedar Preferred Stock.
There have been several significant events in 2024 that have impacted our Company. These events are summarized below.
The Company recorded impairment charges for the year ended December 31, 2025 of $2.5 million on Carll's Corner.
Assets Held for Sale
As of December 31, 2025, Moncks Corner, located in Moncks Corner, South Carolina, Darien Shopping Center, located in Darien, Georgia, Ridgeland, located in Ridgeland, South Carolina, and an outparcel at St. George Plaza, located in St. George, South Carolina, have been classified "assets held for sale" in the accompanying consolidated balance sheet.
June 2024 Term Loan and Paydown
On June 18, 2024, the Company entered into a settlement agreement (the "Harbor Point Settlement Agreement") with the City of Grove, Oklahoma and the Grove Economic Development Authority of Grove, Oklahoma (collectively, the "City of Grove"), which provided for the transfer of the Harbor Point land parcel and a one-time payment of $160 thousand to the City of Grove in exchange for a release of the Company from all increment taxes and other obligations under the Economic Development Agreement the Company had entered into with the City of Grove and the dismissal of the litigation commenced by the City of Grove against the Company.
Impairment
During the year ended December 31, 2024, the Company recorded impairment charges of $1.2 million on Oregon Avenue, located in Philadelphia, Pennsylvania.
Term Loan, Five Properties
On June 28, 2024, the Company entered into a term loan agreement (the "June 2024 Term Loan Agreement, 5 Properties") with Guggenheim Real Estate, LLC, for $25.5 million at a fixed rate of 6.80% with interest-only payments due monthly. Commencing on August 10, 2029, until the maturity date of July 10, 2034, monthly principal and interest payments will be made based on a 30-year amortization schedule calculated based on the principal amount outstanding at that time. The June 2024 Term Loan Agreement, 5 Properties'Loan's proceeds were used to refinance four loans, including paying $0.4 million in defeasance.loan prepayment premiums. The June 2024 Term Loan Agreement, 5 Properties is collateralized by Cypress Shopping Center, Conyers Crossing, Chesapeake Square, Sangaree Plaza and Tri-County Plaza. On November 6, 2025, the Company made a $3.1 million principal payment on the June 2024 Term Loan with the sale of Tri-County Plaza and paid a $0.6 million loan prepayment premium.
October 2022 Cedar Term Loan Paydown
On October 28, 2022, Cedar entered into a term loan agreement with Guggenheim Real Estate, LLC, (the "October 2022 Cedar Term Loan"). Upon the 2024 disposition of a vacant land parcel at Brickyard Plaza, the Company paid down approximately $0.4 million to release the land parcel from collateral. Upon the 2025 disposition of Webster Commons, the Company paid down approximately $9.1 million to release the property from collateral and paid a $0.5 million loan prepayment premium.
June 2022 Term Loan with Paydowns
On June 17, 2022, the Company entered into a term loan agreement with Guggenheim Real Estate, LLC (the “June 2022 Term Loan”). On March 6, 2025, the Company made a $1.0 million principal payment on the June 2022 Term Loan with the sale of South Lake and paid a $20 thousand loan prepayment premium. On October 16, 2025, the Company made a $1.9 million principal payment on the June 2022 Term Loan with the sale of Lake Murray and paid a $52 thousand loan prepayment premium.
April 2025 Cedar Bridge Loan
On April 4, 2025, Cedar entered into a bridge loan agreement with KeyBank National Association for $10.0 million (the "April 2025 Cedar Bridge Loan"). The interest rate under the April 2025 Cedar Bridge Loan is the term SOFR rate plus the applicable margin of 1.30%. Interest payments are due monthly, and any outstanding principal is due at maturity. In August 2025, the maturity date was extended from January 4, 2026 to February 15, 2028. The April 2025 Cedar Bridge Loan is guaranteed by both Cedar and the Operating Partnership. Upon the 2025 dispositions of Carll's Corner and Fieldstone Marketplace, the Company paid down approximately $4.0 million of the April 2025 Cedar Bridge Loan. The cash pledged as collateral is in an interest bearing account held by the Operating Partnership included in "restricted cash" on the Company's consolidated balance sheets as of December 31, 2025.
Winslow Plaza Payoff
On June 26, 2025, the Company paid the remaining loan balance of $4.2 million on the Winslow Plaza loan in conjunction with the Winslow Plaza disposition and paid a $28 thousand loan prepayment premium.
August 2025 Cedar Credit Facility
On August 15, 2025, Cedar entered into a credit facility agreement with KeyBank National Association to draw up to $20.0 million (the "August 2025 Cedar Credit Facility") pursuant to which a loan advance may be made no more frequently than once per calendar month. The interest rate under the August 2025 Cedar Credit Facility for each draw is at the Company's option of either a base rate, daily simple SOFR or term SOFR, plus an applicable margin. Interest payments are due monthly, and any outstanding principal is due at maturity on August 15, 2027. The total outstanding principal under the August 2025 Credit Facility must be reduced to no greater than $10.0 million by February 15, 2027.The August 2025 Cedar Credit Facility was collateralized by three properties, consisting of Carll's Corner, Fieldstone Marketplace and South Philadelphia Parcels, and is guaranteed by Cedar and WHLR. Upon the 2025 dispositions of a South Philadelphia land parcel, Carll's Corner and Fieldstone Marketplace, they were released from collateral and the Company paid down approximately $10.3 million of the August 2025 Cedar Credit Facility. Although the August 2025 Cedar Credit Facility provides for total borrowings of up to $20.0 million, the Company did not have access to the full commitment as of December 31, 2025. Availability under the facility is subject to certain covenants and conditions established at origination, including requirements tied to projected asset sales and projected net sales proceeds.
Reverse Stock Splits
On June 20, 2025, in accordance with the Maryland General Corporation Law (the "MGCL"), our Board of Directors declared monthly reverse stock splits from August 21, 2025 to December 31, 2026 advisable, and directed that they be submitted to the Company’s stockholders for consideration. The Company’s stockholders approved monthly reverse stock splits from August 21, 2025 to December 31, 2026 at the annual meeting held on August 20, 2025.
The January 2025 Reverse Stock Split, the March 2025 Reverse Stock Split, the May 2025 Reverse Stock Split, the September 2025 Reverse Stock Split, the November 2025 Reverse Stock Split, and the January 2026 Reverse Stock Split were effected on January 27, 2025, March 26, 2025, May 26, 2025, September 22, 2025, November 28, 2025 and January 16, 2026 respectively, at the reverse stock split ratios of one-for-four, one-for-five, one-for-seven, one-for-five, one-for-two and one-for-three, respectively. The par value of each share of Common Stock remained unchanged after each such reverse stock split. No fractional shares were issued in connection with any Reverse Stock Split. Stockholders who would have otherwise been issued a fractional share of the Company’s Common Stock as a result of each such reverse stock split instead received a cash payment in lieu of such fractional share in an amount equal to the applicable fraction multiplied by the closing price of the Company’s Common Stock on Nasdaq on each effective date thereof, without any interest.
Exchanges of Series B Preferred Stock and Series D Preferred Stock for Common Stock
During the year ended December 31, 2025, the Company has issued an aggregate amount of 465,770 shares of its Common Stock to unaffiliated holders of its securities in exchange for a total of 642,274 shares of its Series B Preferred Stock and a total of 488,074 shares of its Series D Preferred Stock, retiring $36.2 million in preferred stock liquidation value. The Company intends to continue to exchange shares of its Common Stock for its Series B Preferred Stock and/or its Series D Preferred Stock with the holders thereof as opportunities arise as an additional strategy to reduce the outstanding number of each security, enhance the Company's financial stability and optimize its capital allocation.
The fair market value of the Common Stock issued in exchange for Preferred Stock was less than the carrying value of the Preferred Stock retired in those transactions resulting in $9.6 million for the year ended December 31, 2025, recognized as a deemed contribution within accumulated deficit in the consolidated balance sheet, with such deemed contributions included as a component of net loss attributable to common shareholders.
During the year ended December 31, 2025, the Company processed redemptions of an aggregate of 375,289 shares of Series D Preferred Stock from the holders thereof. Accordingly, the Company issued 147,900 shares of Common Stock in settlement of an aggregate redemption price of approximately $15.3 million.
At December 31, 2025, the Company had received requests to redeem 700 shares of Series D Preferred Stock with respect to the January 2026 Holder Redemption Date. As such, the redemption of these shares of the Series D Preferred Stock is considered certain at December 31, 2025 and the liquidation value associated with these shares of $30 thousand is presented as a liability in the accompanying consolidated balance sheet.
On January 17, 2024, the Company paid down $0.6 million of the Convertible Notes through an open market purchase of 23,280 units at a total purchase price of $1.3 million. As a result of that transaction, the Company recognized a $0.7 million loss for the year ended December 31, 2024, which represents the fair value of the purchase over principal pay down. The loss is included in "other expense" on the consolidated statements of operations.
InDuring 2024,the year ended December 31, 2025, the Company issued an aggregate of 4,36817,882 shares of its Common Stock uponto settle conversion requests of the conversionholders of the Convertible Notes bycomprising certainan holdersaggregate thereof,principal amount of $1.5 million, which resulted in an aggregate net loss on conversion of Convertible Notes of $0.4$0.9 million.
ForSubsequent to year-end, as a result of the February 20252026 Series D Preferred Stock redemptions subsequent to year-end, the lowest price at which any Series D Preferred Stock was converted by a holder thereof into Common Stock was approximately $7.05. Accordingly, under Section 14.02 (Optional Conversion) of the indenture governing the Convertible Notes (the "Indenture"), the Conversion Price was further adjusted,adjusted asfor ofthe FebruaryConvertible 5, 2025,Notes to approximately $3.88$2.60 per share of the Company’s Common Stock (approximately 6.449.62 shares of Common Stock for each $25.00 of principal amount of the Convertible Notes being converted).
Subscription Agreement, Issuance of Series D Preferred Stock and Noncontrolling Interest Contributions
Starting in October 2025 the Company entered into four subscription agreements with certain investors pursuant to which the Company issued an aggregate 27,000 shares of its Series D Preferred Stock in consideration for an aggregate 54,000 shares of Cedar Series C Preferred Stock held by such investors. Immediately following the closing of each transaction, the Company contributed the acquired Cedar Series C Preferred Stock to Cedar Realty Trust, Inc. and those shares were retired.
Management evaluated the transactions under ASC 845, Nonmonetary transactions, and determined that the fair value of the Series D Preferred Stock issued was approximately the fair value of the Cedar Preferred Stock received as consideration. No gain or loss was recognized as a result of this exchange. The fair value of the Cedar Preferred Stock received and retired is compared to its carrying value, and as a result the Company recognized $0.4 million in deemed distributions included as a component of net loss attributable to common shareholders.
Exchange of Series B Preferred Stock and Series D Preferred Stock for Common Stock
On October 8, 2024, the Company agreed to issue 11,000 shares of its Common Stock to an unaffiliated holder of the Company’s securities in exchange for 22,000 shares of the Company’s Series D Preferred Stock and 22,000 shares of the Company's Series B Preferred Stock from the investor. The settlement of the 2024 Preferred Stock Exchange occurred on the same day. The Company did not receive any cash proceeds as a result of the 2024 Preferred Stock Exchange, and the shares of the preferred stock exchanged have been retired and cancelled.
The Company intends to continue to opportunistically exchange shares of its Common Stock for its Series B Preferred Stock and/or its Series D Preferred Stock with the holders thereof as an additional strategy to reduce the outstanding number of each security, enhance the Company's financial stability and optimize its capital allocation. See Note 12 to the accompanying audited consolidated financial statements for additional details.
After September 21, 2023, each holder of the Series D Preferred Stock has the right, at such holder’s option, to request that the Company redeem any or all of such holder’s shares on a monthly basis (each redemption date, a “Holder Redemption Date”), at a redemption price of $25.00 per share, plus an amount equal to all accrued and unpaid dividends, if any, to and including the Holder Redemption Date, payable in cash or in shares of Common Stock, or any combination thereof, at the Company's option.
During the year ended December 31, 2024, the Company processed redemptions for an aggregate of 519,822 shares of Series D Preferred Stock from the holders thereof. Accordingly, the Company issued 294,083 shares of its Common Stock in settlement of an aggregate redemption price of approximately $20.4 million.
At December 31, 2024, the Company had received requests to redeem 102,487 shares of Series D Preferred Stock with respect to the January 2025 Holder Redemption Date. As such, the redemption of these Series D Preferred Stock is considered certain at December 31, 2024 and the liquidation value associated with these shares of $4.1 million is presented as a liability.
During the year ended December 31, 2024,2025, Cedar repurchased and retired 791,3061,925,472 shares of Cedar Series C Preferred Stock in a series of repurchase transactions, including through a "modified Dutch auction" tender offer that commenced in September 2024 (the "September 2024 Cedar Tender Offer").transactions. The shares of Cedar Series C Preferred Stock were repurchased for an aggregate of $11.5$31.3 millionmillion. atDuring the year ended December 31, 2025, Cedar repurchased and retired 592,372 shares, respectively, of Cedar Series B Preferred Stock through a weightedtender averageoffer. priceThe shares of $13.93Cedar perSeries share,B representingPreferred aStock premiumwere torepurchased thefor bookan valueaggregate of $9.75$10.6 per share.million. The repurchase of the noncontrolling interests caused the recognition of $3.8$16.5 million in deemed distributions during the year ended December 31, 2024.2025. See Liquidity and Capital Resources below, and Note 10 to the accompanying audited consolidated financial statements for additional details.
On December 27, 2024, the Company announced and commenced a second "modified Dutch auction" tender offer to purchase up to an aggregate amount paid of $12.5 million of shares of Cedar Series C Preferred Stock at a price of not less than $13.75 nor greater than $15.75 per share of Cedar Series C Preferred Stock, to the sellers in cash, less any applicable withholding taxes and without interest. Following the expiration of the December 2024 Cedar Tender Offer on January 28, 2025, the Company accepted for purchase 645,276 shares of its Cedar Series C Preferred Stock at $15.75 per share for approximately $10.2 million. See Note 12 to the accompanying audited consolidated financial statements for additional details.
TheAs of December 31, 2025, the net asset value of the Company’s investmentsinvestment with thein Stilwell Activist Investments, L.P., a Delaware limited partnership (“SAI”) are accounted for under the equity method and measured at net asset value as a practical expedient and has not been classified within the fair value hierarchy. All gains and losses, realized and unrealized, and fees are recorded through "gains (losses) on investment securities, net" on the consolidated statements of operations. As of December 31, 2024, the fair value of the Company’s SAI investment was $12.0$24.4 million, which includes $10.0$20.5 million from 2023subscriptions. There was a $10.0 million subscription in December 2025 and $10.5 million of subscriptions andprior $0.5to million2025. fromThe theinitial 2024subscription subscription. These subscriptions werewas approved by the disinterested directors of the Company, and, after the formation of the Related Person Transactions Committee (the “RPT Committee”), by the RPT Committee. For the yearsyear ended December 31, 2024 and 2023,2025, the Company recognizedrecorded $323$2.4 thousand and $204 thousandmillion in fees,unrealized respectively.holding gains through other comprehensive income, net of investment fees. For the year ended December 31, 2025, the investment fees were $0.6 million. See Note 4 to the accompanying audited consolidated financial statements for additional details.
Excepted Holder Limits
On December 4, 2023, the Board of Directors, under the terms of the Charter, created a Capital Stock Excepted Holder Limit of 55% and a Common Stock Excepted Holder Limit of 86% for each of SAI, Stilwell Activist Fund, L.P., Stilwell Value Partners VII, L.P., and Stilwell Associates, L.P. (collectively, the “Stilwell Investors”). Joseph Stilwell, a member of our Board of Directors, is the managing member and owner of Stilwell Value LLC, which is the general partner of each of the Stilwell Investors.
On December 5, 2023, the Company entered into an Excepted Holder Agreement with the Stilwell Investors with respect to such limits. The Capital Stock Excepted Holder Limit provides that the Stilwell Investors are exempted from the Charter’s aggregate stock ownership limit of not more than 9.8% in value of the aggregate of the outstanding shares of all classes of the Company's capital stock (as calculated under the definitions of “Aggregate Stock Ownership Limit” and “Beneficial Ownership” in the Charter) and are instead subject to the percentage limit established by the Board of Directors. The Common Stock Excepted Holder Limit provides that the Stilwell Investors are exempted from the Charter’s common stock ownership limit of not more than 9.8% in value of the aggregate of the outstanding shares of the Company's Common Stock (as calculated under the definitions of “Common Stock Ownership Limit” and “Beneficial Ownership” in the Charter) and is instead subject to the percentage limit established by the Board of Directors. The Capital Stock Excepted Holder Limit and Common Stock Excepted Holder Limit will automatically terminate upon reduction of the Stilwell Investors’ capital stock and Common Stock ownership below 9.8%, respectively.
In consideration of the grant of these Excepted Holder Limits, the Stilwell Investors concurrently entered into a one-year letter agreement (the "Stilwell Letter Agreement") with the Company whereby each Stilwell Investor agreed that it will not exercise its right to convert the Convertible Notes into shares of Common Stock to the extent that such conversion would result in such Stilwell Investor, whether on its own or as part of a “group” within the meaning of Section 13(d) of the Exchange Act of 1934, becoming the direct or indirect “beneficial owner”, as defined in Rule 13d-3 under the Exchange Act, of common equity of the Company representing 50% or more of the total voting power of all outstanding shares of common equity of the Company that is entitled to vote generally in the election of directors.
Following the transfer of Common Stock to the Stilwell Investors in consideration of the February 2024 Series D Preferred Stock redemptions made by the Stilwell Investors, the Stilwell Investors would have beneficially owned or constructively owned an amount of capital stock in excess of the Prior Excepted Holder Limits. On February 5, 2024, the Board of Directors agreed to increase the prior Excepted Holder Limits to permit this additional ownership and, accordingly, the Company entered into an amendment to the Excepted Holder Agreement with the Stilwell Investors under which the Company increased the Capital Stock Excepted Holder Limit granted to Stilwell Investors under the Excepted Holder Agreement to 60% and the Common Stock Excepted Holder Limit to 90%.
Following approval by the Executive Committee of the Company's Board, the Company entered into an an amendment to the Stilwell Letter Agreement with the Stilwell Investors that extended the term thereof an additional year, through December 5, 2025.
At September 21, 2024,2025, the annual dividend rate increased by 2%1.25% of the liquidation preference per annum to 14.75%,16.0%, including the default rate.rate, the maximum rate per the Company's Articles Supplementary. The total cumulative dividends in arrears for Series D Preferred Stock is $32.8$25.6 million as of December 31, 20242025 ($14.67$16.95 per share).
(1) Excludes the undeveloped land parcels.
Big Lots Chapter 11 Bankruptcy
On September 9, 2024, Big Lots, Inc. and its affiliates (collectively, "Big Lots"), filed for protection under chapter 11 of the U.S. Bankruptcy Code (the "Bankruptcy Code") in the U.S. Bankruptcy Court for the District of Delaware. Big Lots leased five locations from us (collectively, the "Big Lots Leases"). We don't anticipate that the Big Lots chapter 11 cases will have a material adverse effect on our business, our financial condition, or our results of operations.
At December 31, 2024,2025, our consolidated cash, cash equivalents and restricted cash totaled $60.7$48.6 million compared to consolidated cash, cash equivalents and restricted cash of $39.8$60.7 million at December 31, 2023.2024. Cash flows from (used in) operating activities, investing activities and financing activities were as follows (in thousands):
Net cash provided by operating activities, before net changes in operating assets and liabilities, was $29.4$25.9 million and $22.4$29.4 million for 20242025 and 2023,2024, respectively, primarily due to (1) a $4.0decrease of $3.3 million decrease in capitalNOI structureof costs,related to properties not defined as Same-Property (as defined below), (2) aan $2.9increase of $0.9 million increase in Same-Propertycorporate NOIgeneral and administrative expense, (3) aan $0.8increase of $0.4 million decrease in corporate administrative expenses, partially offset by (4) a $0.5 million increase in cash paid for interest.interest expense and (4) an increase of $0.1 million in other expense, partially offset by (5) an increase of $1.0 million in Same-Property NOI (as defined below) and (6) an increase of $0.5 million in interest income.
Our cash flows from investing activities increased $47.0$16.7 million, primarily due to (1) the $59.2 million in net proceeds from the sale of three10 propertiesretail shopping centers and twoone land parcel sold in 2025 compared to three retail shopping centers and three land parcels compared to one outparcel salesold in 2023,2024 resulting in net proceeds of $38.5 million and (2) the decrease in capital expenditures of $5.4 million, partially offset by (3) a $10.0 million investment subscription with SAI ofin 2025 compared to $0.5 million as compared to $10.0 million in 2023 and (3) the 2023 acquisitions of two land parcels, partially offset by (4) the increase in capital expenditures of $2.5 million.2024.
What changed in the latest 10-Q
Risk Factors
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Results of Operations”
New heading “Quarter-To-Date Comparison”
Removed heading “Assets Held for Sale”
Largest changes
“On July 2, 2026, the registration statement on Form S-11 (File No. 333-296944) filed by the Company on June 22, 2026 was declared effective by the Securities and Exchange Commission (the "SEC"), and the Company filed with the SEC the related final prospectus pursuant to Rule 424(b) (the "Prospectus"). The Prospectus relates to the issuance from time to time by the Company of up to 100,090,365 shares of our Common Stock upon redemptions of Series D Preferred Stock.”see in full comparison
Net cash provided by operating activities, before net changes in operating assets and liabilities, wassee in full comparison$5.4$11.4 million and$4.8$13.7 million for 2026 and 2025, respectively, primarily due to (1)anaincreasedecrease of$1.1$1.0 million in NOI related to properties not defined as Same-Property, (2) a decrease of $0.1 million in Same-Property NOI,partially offset by(23) an increase of$0.4$0.8 million in other expense primarily due to fees related to the Amended and RestatedWarrants.Warrants and the Aquino Settlement, (4) an increase of $0.5 million in corporate general and administrative expense, partially offset by (5) a decrease of $0.5 million in cash paid for interest expense.
Revenues were lower primarily as a result of (1) a decrease ofsee in full comparison$1.4$3.0 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to sold properties, (2) a decrease of$0.4$1.4 million in market lease amortization and straight line rent, partially offset by (3) an increase of$1.5$0.4 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable toSame-Properties (as defined below).Same-Properties.
Full comparison: every changed paragraph (76)
As of MarchJune 31,30, 2026, the Company, through the Operating Partnership, owned and operated sixty-twofifty-nine properties, including fifty-ninefifty-six retail shopping centers and three undeveloped properties in South Carolina, Georgia, Virginia, Pennsylvania, North Carolina, New Jersey, Florida, Connecticut, Kentucky, Tennessee, Massachusetts, Alabama, Maryland and West Virginia. This list includes the properties acquired through the Cedar Acquisition.
The Company’s portfolio of properties is dependent upon regional and local economic conditions, and is geographically concentrated in the Mid-Atlantic, Southeast and Northeast, which markets represent approximately 47%, 44% and 9% respectively, of the total annualized base rent of the properties in its portfolio as of MarchJune 31,30, 2026. The Company’s geographic concentration may cause it to be more susceptible to adverse developments in those markets than if it owned a more geographically diverse portfolio. Additionally, the Company’s retail shopping center properties depend on anchor stores or major tenants to attract shoppers and could be adversely affected by the loss of, or a store closure by, one or more of these tenants.
Assets Held for Sale
As of March 31, 2026, Surrey Plaza, located in Hawkinsville, Georgia has been classified as an "asset held for sale" in the accompanying condensed consolidated balance sheet.
For the three months ended March 31, 2026, the Company made principal payments in the aggregate amount of $2.7 million on the June 2022 Term Loan using proceeds from the dispositions of Moncks Corner, Ridgeland, an outparcel at St.
For the six months ended June 30, 2026, the Company made principal payments in the aggregate amount of $5.7 million on the June 2022 Term Loan using proceeds from the dispositions of Moncks Corner, Ridgeland, an outparcel at St. George Plaza, Darien Shopping Center, Surrey Plaza and Darien Shopping Center.Georgetown. See Note 3 to the condensed consolidated financial statements for additional details. For the threesix months ended MarchJune 31,30, 2026, the Company paid loan prepayment premiums in the aggregate amount of $0.1 million in connection with the June 2022 Term Loan paydowns.
The January 2026, April 2026, June 2026 and July 2026 Reverse Stock Split and the April Reverse Stock SplitSplits were effected on January 16, 2026 and2026, April 17, 2026, June 17, 2026 and July 27, 2026, respectively, each at the reverse stock split ratioratios of one-for-three.one-for-three, one-for-three, one-for-four and one-for-five, respectively. The par value of each share of Common Stock remained unchanged after the reverse stock split. No fractional shares were issued in connection with any reverse stock split. Stockholders who would have otherwise been issued a fractional share of the Company’s Common Stock as a result of the reverse stock split instead received a cash payment in lieu of such fractional share in an amount equal to the applicable fraction multiplied by the closing price of the Company’s Common Stock on Nasdaq on the effective date thereof, without any interest.
During the threesix months ended MarchJune 31,30, 2026, the Company has issued an aggregate amount of 185,886119,215 shares of its Common Stock to unaffiliated holders of its securities in exchange for a total of 54,702139,250 shares of its Series B Preferred Stock and a total of 27,35156,745 shares of its Series D Preferred Stock, retiring $2.5$5.8 million in preferred stock liquidation value. The Company intends to continue to opportunistically exchange shares of its Common Stock for its Series B Preferred Stock and/or its Series D Preferred Stock with the holders thereof as an additional strategy to reduce the outstanding number of each security, enhance the Company's financial stability and optimize its capital allocation.
The fair market value of the Common Stock issued in exchange for Preferred Stock was less than the carrying value of the Preferred Stock retired in those transactions resulting in $0.6 million and $1.1 million for the three and six months ended June 30, 2026, respectively, recognized as a deemed contribution within accumulated deficit in the condensed consolidated balance sheets, with such deemed contributions included as a component of net income attributable to common shareholders in the condensed consolidated statements of operations.
During the threesix months ended MarchJune 31,30, 2026, the Company processed redemptions of an aggregate of 17,90244,547 shares of Series D Preferred Stock from the holders thereof. Accordingly, the Company issued 81,49135,165 shares of Common Stock in settlement of an aggregate redemption price of approximately $0.8$1.8 million.
At MarchJune 31,30, 2026, the Company had received requests to redeem 5,2008,200 shares of Series D Preferred Stock with respect to the AprilJuly 2026 Holder Redemption Date. As such, the redemption of these shares of the Series D Preferred Stock is considered certain at MarchJune 31,30, 2026 and the liquidation value associated with these shares of $0.2$0.3 million is presented as a liability in the accompanying condensed consolidated balance sheet.
On July 2, 2026, the registration statement on Form S-11 (File No. 333-296944) filed by the Company on June 22, 2026 was declared effective by the Securities and Exchange Commission (the "SEC"), and the Company filed with the SEC the related final prospectus pursuant to Rule 424(b) (the "Prospectus"). The Prospectus relates to the issuance from time to time by the Company of up to 100,090,365 shares of our Common Stock upon redemptions of Series D Preferred Stock.
As of MarchJune 31,30, 2026, the conversion price for the Convertible Notes was approximately $3.11$13.86 per share of the Company’s Common Stock (approximately 8.041.80 shares of Common Stock for each $25.00 of principal amount of the Convertible Notes being converted).
During the threesix months ended MarchJune 31,30, 2026, the Company entered into foursix subscription agreements with certain investors pursuant to which the Company issued an aggregate 187,000281,666 shares of its Series D Preferred Stock in consideration for an aggregate 294,000436,000 shares of Cedar Preferred Stock held by such investors. Immediately following the closing of each transaction, the Company contributed the acquired Cedar Preferred Stock to Cedar and those shares were retired.
Management evaluated the transactions under ASC 845, Nonmonetary transactions, and determined that the fair value of the Series D Preferred Stock issued was approximately the fair value of the Cedar Preferred Stock received as consideration. No gain or loss was recognized as a result of thisthese exchange.transactions. The fair value of the Cedar Preferred Stock received and retired is compared to its carrying value, and as a result the Company recognized $2.6$1.4 million duringand the$4.1 three months ended March 31, 2026million in deemed distributions included asin a"deemed componentdistribution related to noncontrolling interests" on the condensed consolidated statements of netoperations, lossduring attributablethe tothree commonand shareholders.six months ended June 30, 2026, respectively.
The Company performs property management and leasing services for Cedar, a subsidiary of the Company. During the three and six months ended MarchJune 31,30, 2026 and 2025,2026, Cedar paid the Company $0.2$0.5 million and $0.5$0.7 million, respectively,million for these services.services, respectively.
Related party amounts due to the Company from Cedar for financing and real estate taxes, management fees, leasing commissions and Cost Sharing Agreement allocations were $11.5 million and $11.3 million as of MarchJune 31,30, 2026 and December 31, 2025, respectively, and have been eliminated for consolidation purposes.
As of MarchJune 31,30, 2026, the net asset value of the Company’s SAI investment was $23.7$30.0 million which includes $20.5$25.5 million from prior subscriptions, andincluding there were noan additional subscriptionssubscription infor $5.0 million on May 28, 2026. For the three and six months ended MarchJune 31,30, 20262026, the Company recorded unrealized holding gains of $1.3 million and 2025,$0.6 million, respectively, through other comprehensive income, net of investment fees. For the three and six months ended June 30, 2026, the investment fees were $61$0.2 thousandmillion and $52$0.3 thousand,million, respectively. See Note 4 to the accompanying condensed consolidated financial statements for additional detail.
At MarchJune 31,30, 2026, the Company had accumulated undeclared dividends of $26.3$27.1 million ($15.95$15.60 per share) to holders of shares of our Series D Preferred Stock of which $1.5$1.7 million ($0.99$1.00 per share) and $3.2 million ($1.99 per share) is attributable to the three and six months ended MarchJune 31,30, 2026.2026, respectively.
(3) The Company does not include ground leases entered into for the purposes of new lease square feet and weighted average rate (per square foot) on new leases.
In preparing the condensed consolidated financial statements, we have made estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reported periods. Actual results may differ from these estimates. A summary of our critical accounting estimates and policies is included in our 2025 Form 10-K under "Management’s Discussion and Analysis of Financial Condition and Results of Operations." During the threesix months ended MarchJune 31,30, 2026, there have been no significant changes to these estimates and policies previously disclosed in our 2025 Form 10- K.10-K. For disclosure regarding recent accounting pronouncements and the anticipated impact they will have on our operations, please refer to Note 2 of the condensed consolidated financial statements included in this Form 10-Q.
Results of Operations
Quarter-To-Date Comparison
Revenues were lower primarily as a result of (1) a decrease of $1.5 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to sold properties, (2) a decrease of $1.1 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to Same-Properties and (3) a decrease of $1.0 million in market lease amortization and straight line rent.
Property Operating expenses were lower primarily as a result of (1) a decrease of $0.9 million in operating expenses attributable to sold properties.
Depreciation and amortization were lower primarily as a result of properties sold in 2025 and 2026.
Impairment was recorded for Rivergate Shopping Center, located in Macon, Georgia, in 2026.
Corporate general and administrative were higher primarily a result of an increase of $0.5 million in professional fees.
Gain on disposal of properties, net relate to the sale of three retail shopping centers sold in 2026 and three retail shopping centers sold in 2025.
Interest expense decreased 8.4%. Below is a comparison of the components which make up interest expense (in thousands):
(1) Includes the fair value adjustment for the paid-in-kind interest.
(2) Includes the April 2025 Cedar Bridge Loan.
Net changes in the fair value of derivative liabilities was a $7.6 million gain for the three months ended June 30, 2026, which represents a non-cash adjustment from a change in the fair value, primarily related to the conversion price on the Convertible Notes, which can only be adjusted downward based on the redemption price(s) of the Series D Preferred Stock relative to market trade prices of the Convertible Notes and Common Stock. See Note 7 to the accompanying condensed consolidated financial statements for additional details.
Loss on conversion of Convertible Notes was attributable to the issuance of common stock upon the conversion of convertible notes by certain holders in 2025.
Gain on Preferred Stock redemptions is a result of the fair market value of the Common Stock issued on redemptions of the Company's Preferred Stock compared to the Preferred Stock's carrying value. During the three months ended June 30, 2026 and 2025, the Company realized a gain of $0.1 million and $0.2 million in the aggregate, respectively.
Other expense represents expenses which are non-operating in nature. Other expenses were $0.7 million for the three months ended June 30, 2026, which primarily consisted of $0.4 million related to the Aquino Settlement and capital structure costs, including expenses incurred in connection with the registration of our Common Stock to issue in settlement of Series D Preferred Stock redemptions and Reverse Stock Splits. Other expenses were $0.4 million for the three months ended June 30, 2025, which primarily consisted of capital structure costs, including the registration of our Common Stock to issue in settlement of Series D Preferred Stock by holders thereof.
The following table presents a comparison of the condensed consolidated statements of operations for the threesix months ended MarchJune 31,30, 2026 and 2025 (in thousands):
Revenues were lower primarily as a result of (1) a decrease of $1.4$3.0 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to sold properties, (2) a decrease of $0.4$1.4 million in market lease amortization and straight line rent, partially offset by (3) an increase of $1.5$0.4 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to Same-Properties (as defined below).Same-Properties.
Property operating expenses were lower primarily as a result of (1) a decrease of $1.0$1.9 million in operating expenses attributable to sold properties, partially offset by (2) an increase of $0.2 million in repairs and maintenance,insurance, (3) an increase of $0.2 million in real estate taxes and insurancetaxes, and (4) anand increase of $0.1 million in utilities.repairs and maintenance.
Impairment was recorded for Rivergate Shopping Center, located in Macon, Georgia, in 2026.
Gain on disposal of properties, net relatedrelate to the sale of 3six retail shopping centers and one outparcel sold in 2026 comparedand to threesix retail shopping centers sold in 2025.
Corporate general and administrative waswere higher asprimarily a result of (1) an increase of $0.2$0.3 million in salaries,professional partially offset byfees, (2) aan decreaseincrease of $0.1 million in professionalsalaries, fees.and (3) an increase of $0.1 million in travel.
(1) Includes the fair value adjustment for the paid-in-kind interest.
(12) Includes the April 2025 Cedar Bridge Loan and the August 2025 Cedar Credit Facility.Loan.
Net changes in the fair value of derivative liabilities was a $3.4$4.2 million lossgain for the threesix months ended MarchJune 31,30, 2026, which represents a non-cash adjustment from a change in the fair value, primarily related to the conversion price on the Convertible Notes, which can only be adjusted downward based on the redemption price(s) of the Series D Preferred Stock relative to market trade prices of the Convertible Notes and Common Stock. See Note 7 to the accompanying condensed consolidated financial statements for additional details.
Gain on Preferred Stock redemptions is a result of the fair market value of the Common Stock issued on redemptions and exchanges of the Company's Preferred Stock compared to the Preferred Stock's carrying value. During the threesix months ended MarchJune 31,30, 2026 and 2025, the Company realized a gain of $0.2$0.3 million and $0.8$1.0 million in the aggregate, respectively, as a result of the fair market value of the Common Stock issued in these transactions being less than the carrying value of the Preferred Stock retired.
Other expense represents expenses which are non-operating in nature. Other expenses were $1.0$1.7 million for the threesix months ended MarchJune 31,30, 2026, which primarily consisted of $0.5 million in fees paid in connection with the Amended and Restated Warrants, a $0.2 million loss on the exercise of the Amended and Restated WarrantsWarrants, $0.4 million related to the Aquino Settlement and other capital structure costs, including the registration of the offer and sale of the shares of our Common Stock issuable upon exercise of the Amended and Restated WarrantsWarrants, the registration of our Common Stock to issue in settlement of Series D Preferred Stock redemptions and expenses incurred in connection with the Reverse Stock Splits. Other expenses were $0.4$0.8 million for the threesix months ended MarchJune 31,30, 2025,which2025, which primarily consisted of capital structure costs, including the registration of our Common Stock to issue in settlement of Series D Preferred Stock redemptions, expenses incurred in connection with the Reverse Stock Splits and redemptions of the Series D Preferred Stock by holders thereof.
The following table is a reconciliation of Same-Property NOI from operating income (the most directly comparable GAAP financial measure, in thousands, unauditedthousands):
Total Same-Property NOI was $15.0 million and $13.9$16.1 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, representing a increasedecrease of 7.9%6.9% due to a 7.0%4.8% increasedecrease in property revenue,revenue partially offset byand a 5.5%0.2% increase in property expenses.
Total Same-Property NOI was $29.6 million and $29.7 million for the six months ended June 30, 2026 and 2025, respectively, representing a decrease of 0.3% due to a 1.0% increase in property revenue, partially offset by a 3.6% increase in property expenses.
A reconciliation of net income (loss) income to FFO available to common stockholders and AFFO is shown in the table below (in thousands):
Other non-recurring and non-cash expenses are costs of the Company that we believe will not be incurred on a go-forward basis. Other non-recurring expenses were $0.7$0.4 million and $0.0 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, a result of $0.4 million related to the Aquino Settlement and loan prepayment premiums. Other non-recurring expenses were $1.1 million for the six months ended June 30, 2026, a result of $0.5 million fees paid related to the Amended and Restated Warrants andWarrants, a $0.2 million loss on the exercise of the Amended and Restated WarrantsWarrants, $0.4 million related to the Aquino Settlement and loan prepayment premiums. Other non-recurring expenses were $0.5$0.6 million for the threesix months ended MarchJune 31,30, 2025, a result of loan prepayment premiums.
At MarchJune 31,30, 2026, our consolidated cash, cash equivalents and restricted cash totaled $48.0$59.8 million compared to consolidated cash, cash equivalents and restricted cash of $47.0$58.1 million at MarchJune 31,30, 2025. Cash flows from operating activities, investing activities and financing activities were as follows (in thousands, unauditedthousands):
Net cash provided by operating activities, before net changes in operating assets and liabilities, was $5.4$11.4 million and $4.8$13.7 million for 2026 and 2025, respectively, primarily due to (1) ana increasedecrease of $1.1$1.0 million in NOI related to properties not defined as Same-Property, (2) a decrease of $0.1 million in Same-Property NOI, partially offset by (23) an increase of $0.4$0.8 million in other expense primarily due to fees related to the Amended and Restated Warrants.Warrants and the Aquino Settlement, (4) an increase of $0.5 million in corporate general and administrative expense, partially offset by (5) a decrease of $0.5 million in cash paid for interest expense.
Our cash flows from investing activities decreased $12.3$13.0 million, primarily due to (1) the proceeds from the sale of fourseven properties sold in 2026 compared toand the threesix property sales during the threesix months ended MarchJune 31,30, 2025 and (2) a $5.0 million investment subscription with SAI in 2026 compared to no investment subscription during the six months ended June 30, 2025, partially offset by (23) the decrease in capital expenditures of $0.2$3.8 million.
Our cash flows used in financing activities were $9.0$13.7 million for the threesix months ended MarchJune 31,30, 2026, compared to cash flows used in financing activities of $34.4$41.3 million for the comparable period in 2025.
Financing activities during the threesix months ended MarchJune 31,30, 2026 primarily consisted of:
•$5.7 million payment on June 2022 Term Loan related to the sale of Moncks Corner, Ridgeland, an outparcel at St. George Plaza, Darien Shopping Center, Georgetown, and Surrey Plaza;
•$2.7 million payment on June 2022 Term Loan related to the sale of Moncks Corner, Ridgeland, an outparcel at St. George Plaza and Darien Shopping Center;
Financing activities during the threesix months ended MarchJune 31,30, 2025 primarily consisted of:
WHLR insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 4 Form 4 filings (1 insider, 7 trade dates, 138,787 shares, about $109.3K) and open-market sales in 5 filings (3 insiders, 7 trade dates, 168,264 shares, about $116.9K). Net open-market shares: -29,477 (purchases minus sales); net value about -$7.6K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-30 | Stilwell Joseph |
Grant/award | 142,015 | — | — |
| 2026-09-30 | Stilwell Joseph |
Open-market sale | 5 | $3.03 | $15 |
| 2026-09-30 | Stilwell Joseph |
Grant/award | 19,685 | — | — |
| 2026-09-23 | Stilwell Value Llc |
Grant/award | 184,655 | — | — |
| 2026-09-23 | Stilwell Value Llc |
Grant/award | 257,902 | — | — |
| 2026-09-23 | Stilwell Value Llc |
Grant/award | 35,768 | — | — |
| 2026-09-23 | Stilwell Value Llc |
Grant/award | 25,516 | — | — |
| 2026-09-23 | Stilwell Value Llc |
Grant/award | 62,829 | — | — |
| 2026-09-10 | Hrt Financial Lp |
Open-market sale | 5,048 | $0.37 | $1.9K |
| 2026-09-09 | Hrt Financial Lp |
Open-market purchase | 11,253 | $0.38 | $4.3K |
| 2026-09-08 | Hrt Financial Lp |
Open-market purchase | 8,197 | $0.39 | $3.2K |
| 2026-07-08 | Hrt Financial Lp |
Open-market sale | 66,584 | $0.49 | $32.6K |
| 2026-07-07 | Hrt Financial Lp |
Open-market purchase | 40,591 | $0.61 | $24.8K |
| 2026-07-06 | Hrt Financial Lp |
Open-market purchase | 21,703 | $0.08 | $1.7K |
| 2026-07-02 | Hrt Financial Lp |
Open-market purchase | 17,348 | $1.39 | $24.1K |
| 2026-07-01 | Hrt Financial Lp |
Open-market purchase | 14,698 | $1.14 | $16.8K |
| 2026-06-30 | Hrt Financial Lp |
Open-market purchase | 24,997 | $1.38 | $34.5K |
| 2026-04-15 | Snyderman David J. |
Open-market sale | 3,127 | $0.80 | $2.5K |
| 2026-04-14 | Snyderman David J. |
Open-market sale | 4,910 | $0.77 | $3.8K |
| 2026-04-13 | Snyderman David J. |
Open-market sale | 87,177 | $0.86 | $75.0K |
| 2026-04-10 | Snyderman David J. |
Open-market sale | 1,413 | $0.83 | $1.2K |
Well-known investors holding WHLR (13F)
None of the 59 investors we track reported a position in their latest 13F.