Executive Summary

Q2 2025 was operationally stable with flat revenue ($26.1M, -0.8% YoY) and improved operating efficiency (operating expenses down 7.6% YoY), while AFFO per share rose on lower non‑cash/one‑time items and leasing execution .
Same-Property NOI increased 10.7% YoY (+$1.6M) on higher property revenue and slightly lower property expenses, offsetting disposition‑related revenue headwinds .
Capital structure dominated the narrative: continued Series D redemptions, multiple reverse stock splits, and further Convertible Notes conversion price resets (to ~$2.82 at 6/30, ~$2.00 after August redemptions, and ~$0.98 after September), which remain key stock volatility catalysts .
No formal guidance or earnings call; estimate comparisons are not available due to lack of S&P Global consensus coverage for EPS/revenue this quarter (see Estimates Context) .

What Went Well and What Went Wrong

What Went Well
- Same-Property NOI rose 10.7% YoY (+$1.6M), driven by +$1.5M property revenue and -$0.1M property expense .
- Leasing momentum with 25 renewals (98,492 sq ft) at a +13.6% rent lift and 10 new leases (22,893 sq ft) at a $14.40 psf rate; new rent spread +40.8% .
- Operating expenses fell 7.6% YoY (-$1.3M) with lower D&A and lower expenses tied to sold properties, improving operating income despite flat sales .
What Went Wrong
- Total revenue declined 0.8% YoY due to dispositions (net -$1.9M from sold properties), only partly offset by same‑center gains (+$1.5M) .
- Capital structure complexity persisted: non‑operating loss from derivative liabilities (-$6.4M in Q2) and a loss on Convertible Notes conversions (-$0.9M), sustaining earnings volatility .
- Per‑share metrics remain distorted by multiple 2024–2025 reverse stock splits and rapidly changing share counts, complicating comparability (e.g., Q2 2024 diluted EPS of $(11,554.90) vs Q2 2025 $(9.45)) .

Financial Results

Revenue, EPS, operating results (oldest → newest)

Metric	Q2 2024	Q1 2025	Q2 2025
Total Revenue ($, M)	$26.317	$24.354	$26.101
Total Operating Expenses ($, M)	$17.678	$17.900	$16.336
Operating Income ($, M)	$11.522	$12.142	$14.954
Net Loss Attributable to Common ($, M)	$(7.788)	$(6.852)	$(5.046)
Basic & Diluted EPS ($)	$(11,554.90)	$(22.41)	$(9.45)
Same-Property NOI ($, M)	$15.149	$14.302	$16.766
FFO per Common Share ($)	$(5,275.96)	$7.27	$(6.50)
AFFO per Common Share ($)	$3,069.73	$1.32	$7.64

Segment-like occupancy snapshot (portfolio vs sub-portfolios; oldest → newest)

Occupancy/Leased	Q1 2025	Q2 2025
Company Portfolio Occupancy (%)	91.3%	91.6%
Company Portfolio Leased (%)	92.0%	92.0%
WHLR ex-Cedar Occupancy (%)	93.3%	94.0%
WHLR ex-Cedar Leased (%)	94.2%	94.2%
Cedar Occupancy (%)	86.7%	86.2%
Cedar Leased (%)	86.9%	87.0%

Leasing KPIs (oldest → newest)

KPI	Q2 2024	Q2 2025
Renewals – Sq Ft	188,152	98,492
Renewals – Weighted Avg Rate Change ($/sf)	$1.15	$1.37
Renewals – Weighted Avg % Change	10.76%	13.63%
New Leases – Sq Ft	85,487	22,893
New Leases – Weighted Avg Rate ($/sf)	$13.47	$14.40
New Rent Spread	29.93%	40.76%

Balance sheet & leverage (period-end; oldest → newest)

Metric	Dec 31, 2024	Mar 31, 2025	Jun 30, 2025
Cash & Cash Equivalents ($, M)	$42.964	$19.233	$28.065
Total Assets ($, M)	$653.702	$624.755	$625.948
Total Debt – Principal ($, M)	$499.531	$489.008	$492.937
Debt / Total Assets (%)	76.42%	78.27%	78.75%

Note: Per-share metrics are not directly comparable YoY/QoQ due to multiple reverse stock splits and rapidly changing share counts during 2024–2025 .

Guidance Changes

No formal financial guidance (revenue, margins, OpEx, OI&E, tax, segments, dividends) was issued for Q2 2025. The company did, however, disclose dividend status and capital actions.

Metric	Period	Previous Guidance	Current Guidance	Change
Financial Guidance	FY / Q3–Q4	None	None	n/a
Series D Preferred Dividends (arrears)	As of 6/30/25	n/a	$28.3M ($15.95/share)	n/a
Cedar Preferred Dividends (declared)	Payable 8/20/25	n/a	$0.453125 (Series B), $0.406250 (Series C)	n/a

Earnings Call Themes & Trends

No earnings call transcript was published for Q2 2025; themes below reflect disclosures in 8‑K and supplemental materials.

Topic	Previous Mentions (Q4 2024, Q1 2025)	Current Period (Q2 2025)	Trend
Capital structure: Series D redemptions & Convertible Notes conversion price	Ongoing redemptions; conversion price adjusted to ~$3.88 in Feb and ~$4.56 in Mar; continued reverse splits	Conversion price ~$2.82 at 6/30; reset to ~$2.00 post‑Aug redemptions; ~$0.98 post‑Sep redemptions	Increasing dilution risk and headline sensitivity
Dispositions	Multiple sales in 2024; gains/losses mixed	Sales of Winslow Plaza ($8.7M), Devine Street ($7.1M), Amscot Building ($0.6M) with gains, plus prior Q1 sales	Continues portfolio pruning
Same-Property NOI	Q4 up 4.8% YoY; Q1 down 2.2% YoY	Up 10.7% YoY (+$1.6M)	Improving
Leasing spreads	Q4 new lease spread +37.8%	Q2 new lease spread +40.8%; renewals +13.6%	Strong tenant pricing
Tenant/macro notes	Dollar Tree/Family Dollar exposure noted in tenant footnotes (CDR)	Dollar Tree announced sale of Family Dollar (7/7/25) noted in tenant footnote	Monitoring retailer repositioning

Management Commentary

Strategy and portfolio: Focus on operating grocery‑anchored retail in secondary/tertiary markets with steady leasing execution; portfolio occupancy at 91.6% with 31 properties 100% leased .
Capital markets actions: “The Company effected one-for-seven reverse stock split on May 26, 2025.”
Convertible Notes mechanics continue to drive non‑operating P&L volatility: “The Company recognized a non-operating loss of $6.4 million in net changes in fair value of derivative liabilities, primarily related to the conversion rate on the Convertible Notes…” .
Dispositions and reinvestment: Multiple asset sales completed during the quarter with gains, alongside capex/tenant improvements of $8.1M YTD .

(Note: No earnings call transcript or prepared remarks were provided for Q2 2025; commentary above is sourced from the 8‑K and supplemental presentation.)

Q&A Highlights

No Q&A available; the company did not publish an earnings call transcript for Q2 2025 [ListDocuments returned none].

Estimates Context

S&P Global consensus estimates for EPS and revenue were not available for WHLR for Q2 2025; coverage appears limited, so a beat/miss assessment versus “Street” is not possible this quarter (no estimates returned) .
Implication: Model updates will center on company-reported drivers (dispositions, Same-Property NOI trajectory, non‑operating derivative mark‑to‑market, and capital structure actions) rather than estimate variance.

Key Takeaways for Investors

Core operations resilient: Same-Property NOI +10.7% YoY on higher property revenue and modest expense tailwinds despite headwinds from asset sales .
Leasing economics remain healthy: double‑digit renewal lifts and ~41% new lease spreads suggest pricing power in targeted markets .
Capital structure is the primary stock driver: ongoing Series D redemptions, repeated reverse splits, and conversion price resets (to ~$2.82 at 6/30; ~$2.00 post‑Aug; ~$0.98 post‑Sep) can pressure the common via dilution and headline risk .
Non‑operating P&L volatility likely to persist from derivative liabilities tied to Convertible Notes and from any additional exchanges/conversions .
Balance sheet steady but leveraged: $28.1M cash, $492.9M total debt, and ~78.8% debt/total assets at quarter‑end; near‑term maturities are modest, but long‑dated obligations are significant .
Watch Cedar sub‑portfolio execution and tenant exposures (e.g., Family Dollar footprint evolution); Cedar occupancy/leasing trends slightly weaker than WHLR ex‑Cedar .
Near-term trading setup: expect shares to be most sensitive to capital structure headlines (Series D redemptions pace/pricing and conversion resets) rather than incremental fundamental deltas given stable operating trends .

Additional details and disclosures:

Q2 revenue drivers: -$1.9M from sold properties offset by +$1.5M same-center rent and +$0.2M market lease amortization/straight-line rent .
QTD dispositions/gains: Winslow Plaza ($8.7M, +$3.8M gain), Devine Street ($7.1M, +$1.1M gain), Amscot ($0.6M, +$0.3M gain) .
Series D arrears: $28.3M ($15.95/share) as of 6/30/25; subsequent July/August redemptions and exchanges continued .

Sources: Q2 2025 8‑K and supplemental (Aug 5, 2025), Q1 2025 8‑K (May 6, 2025), Q4 2024 8‑K (Mar 4, 2025), and subsequent 8‑Ks (July 8, 2025; Aug 6, 2025; Sept 8, 2025).

Wheeler Real Estate Investment Trust, Inc. (WHLR)·Q2 2025 Earnings Summary