Dilution mounts as Wheeler REIT (NASDAQ: WHLR) redeems Series D shares

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. updated investors on March 2026 redemptions of its Series D Cumulative Convertible Preferred Stock and the resulting impact on its convertible notes and common stock.

For March redemptions, the lowest price at which any Series D Preferred Stock converted into common stock was approximately $1.88 per share. Under the indenture for the 7.00% Subordinated Convertible Notes due 2031, this triggered a further adjustment of the note conversion price to approximately $1.04 per share of common stock, equal to about 24.12 shares for each $25.00 of principal amount converted, representing a 45% discount to $1.88.

On the March 5, 2026 Holder Redemption Date, the company processed two requests, redeeming 6,502 Series D Preferred shares at a Redemption Price of approximately $41.72 per share and settling the aggregate amount by issuing 143,914 common shares. Cumulatively, the company has processed 402 redemption requests, redeeming 1,777,083 Series D Preferred shares and issuing approximately 393,000 common shares. As of March 6, 2026, 1,433,983 common shares and 1,640,295 Series D Preferred shares were outstanding. The deadline for the next monthly redemption round is March 25, 2026, with the next Holder Redemption Date on April 6, 2026.

Positive

• None.

Negative

• Conversion price cut on 7.00% Subordinated Convertible Notes to approximately $1.04 per common share, representing a 45% discount to the $1.88 reference price, increases potential dilution pressure for existing common shareholders.
• Meaningful equity issuance from Series D Preferred redemptions, with 6,502 shares redeemed in March 2026 via 143,914 new common shares and a cumulative 1,777,083 preferred shares redeemed for about 393,000 common shares, materially expands the common share count.

Insights

Capital structure and REIT securities analyst

Lower note conversion price and ongoing redemptions increase equity dilution pressure.

The company reports that March 2026 Series D Preferred Stock redemptions reset the conversion price on its 7.00% Subordinated Convertible Notes due 2031 to $1.04 per common share, calculated as about 24.12 shares per $25.00 of note principal, a 45% discount to the $1.88 volume-weighted average price.

For March, 6,502 Series D Preferred shares were redeemed at a Redemption Price of approximately $41.72 per share, settled entirely through issuance of 143,914 common shares. This adds to cumulative activity of 1,777,083 Series D Preferred shares redeemed and roughly 393,000 common shares issued.

As of March 6, 2026, the capital stack included 1,433,983 common shares and 1,640,295 Series D Preferred shares outstanding. With the next redemption deadline on March 25, 2026 and Holder Redemption Date on April 6, 2026, future redemption volumes will influence additional common share issuance and potential further dilution, depending on holder elections.

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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): March 5, 2026

 WHEELER REAL ESTATE INVESTMENT TRUST, INC.

(Exact name of registrant as specified in its charter)  

Maryland

001-35713

45-2681082

(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 Stock

WHLRD

Nasdaq Capital Market

7.00% Subordinated Convertible Notes due 2031

WHLRL

Nasdaq Capital Market

Item 8.01 Other Events

Conversion Price of 7.00% Subordinated Convertible Notes due 2031

Item 8.01 of this Current Report on Form 8-K as to the redemptions by the holders of Wheeler Real Estate Investment Trust, Inc.’s (the “Company”) Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) is incorporated herein by reference.

For the March redemptions, the lowest price at which any Series D Preferred Stock was converted by a holder thereof into the Company’s common stock, par value $0.01 (“Common Stock”) was approximately $1.88. Accordingly, pursuant to Section 14.02 (Optional Conversion) of the indenture governing the Company’s 7.00% Subordinated Convertible Notes due 2031 (the “Notes”), the conversion price for the Notes was further adjusted to approximately $1.04 per share of Common Stock (approximately 24.12 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $1.88.

Results of March 2026 Series D Preferred Stock Redemptions

•The 30th monthly “Holder Redemption Date” occurred on March 5, 2026.

•The Company processed two redemption requests from holders of its Series D Preferred Stock, collectively redeeming 6,502 shares of Series D Preferred Stock for a redemption price of approximately $41.72 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the March 5, 2026 Holder Redemption Date) (the “Redemption Price”).

•The Company settled the aggregate Redemption Price through the issuance of 143,914 shares of its Common Stock.

•The volume weighted average of the closing sales price, as reported on the Nasdaq Capital Market, per share of Common Stock for the ten consecutive trading days immediately preceding, but not including, the March 5, 2026 Holder Redemption Date was approximately $1.88.

Cumulative Series D Preferred Stock Redemption Information

•To date, the Company has processed 402 redemption requests, collectively redeeming 1,777,083 shares of Series D Preferred Stock.

•The Company has issued approximately 393,000 shares of its Common Stock in settlement of all such redemption requests in the aggregate.

•As of March 6, 2026, the Company had 1,433,983 shares of Common Stock and 1,640,295 shares of Series D Preferred Stock outstanding.

April 2026 Redemptions

•The deadline for the next monthly round of Series D Preferred Stock redemptions is March 25, 2026.

•The next monthly Holder Redemption Date will occur on April 6, 2026.

•Required redemption forms and a list of frequently asked questions can each be found on the Company’s website at https://ir.whlr.us/series-d/series-d-redemption.

Information contained on the Company’s website is not incorporated by reference into this Current Report on Form 8-K and should not be considered to be part of this Current Report on Form 8-K.

Forward-Looking Statements.

This Current Report on Form 8-K includes forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as "will, "anticipates," "possible," "likely," "plans," and “expects”, or the negative of such terms, or other comparable terminology. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Current Report on Form 8-K, and the Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein, or to reflect any change in our expectations with regard thereto or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required by applicable law.

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: March 6, 2026

FAQ

What did Wheeler Real Estate Investment Trust (WHLR) disclose about its note conversion price?

Wheeler REIT reset the conversion price on its 7.00% Subordinated Convertible Notes due 2031 to approximately $1.04 per common share. This equates to about 24.12 common shares for each $25.00 of note principal, a 45% discount to the $1.88 reference price.

How many Series D Preferred shares did WHLR redeem in March 2026 and how were they settled?

In March 2026, Wheeler REIT redeemed 6,502 Series D Preferred shares. These were redeemed at a Redemption Price of about $41.72 per share and settled entirely through the issuance of 143,914 shares of common stock instead of cash payment.

What are the cumulative Series D Preferred Stock redemptions reported by WHLR?

Wheeler REIT has cumulatively redeemed 1,777,083 Series D Preferred shares through 402 redemption requests. In total, the company has issued approximately 393,000 shares of common stock to settle all these redemptions under the Series D redemption program.

What are Wheeler REIT’s outstanding common and Series D Preferred share counts?

As of March 6, 2026, Wheeler REIT had 1,433,983 common shares outstanding. At the same time, the company reported 1,640,295 shares of its Series D Cumulative Convertible Preferred Stock outstanding, reflecting ongoing but incomplete redemptions.

When are the next key dates for WHLR’s Series D Preferred redemptions?

The next deadline for Series D Preferred redemption elections is March 25, 2026. The following monthly Holder Redemption Date, when redemptions are processed and settled, will occur on April 6, 2026 under the company’s established redemption schedule.

How is the March 2026 Series D Preferred Redemption Price calculated for WHLR?

The March 2026 Redemption Price was approximately $41.72 per Series D Preferred share. This amount equals the $25.00 per share liquidation preference plus all accrued but unpaid dividends through and including the March 5, 2026 Holder Redemption Date.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 16.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 28.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.9 KB