What are WHLR’s outstanding common and Series D preferred share counts after the May 2026 actions?

As of May 5, 2026, Wheeler had 1,042,613 shares of common stock outstanding and 1,762,819 shares of Series D preferred stock outstanding. These figures reflect cumulative redemptions of 1,796,028 preferred shares and associated common stock issuance in settlement of those redemptions.

Wheeler REIT cuts 2031 note conversion price to $1.03

Wheeler Real Estate Investment Trust updated investors on May 2026 Series D preferred redemptions and the resulting reset of its 7.00% Subordinated Convertible Notes due 2031 conversion terms.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

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Form Type

8-K

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust updated investors on May 2026 Series D preferred redemptions and the resulting reset of its 7.00% Subordinated Convertible Notes due 2031 conversion terms. Based on recent Series D conversions, the notes’ conversion price was adjusted to approximately $1.03 per common share, equal to about 24.34 shares for each $25 principal amount.

On the 32nd monthly Holder Redemption Date, the company processed eight requests, redeeming 13,745 Series D preferred shares at a Redemption Price of about $40.99 per share and settling this entirely with 301,743 new common shares. Cumulatively, 1,796,028 Series D preferred shares have been redeemed, with roughly 502,000 common shares issued in settlement. As of May 5, 2026, 1,042,613 common shares and 1,762,819 Series D preferred shares were outstanding. The next redemption deadline is May 25, 2026, for a June 5, 2026 Holder Redemption Date.

Positive

None.

Negative

Material dilution from preferred redemptions: May 2026 redemptions of 13,745 Series D preferred shares were settled with 301,743 newly issued common shares, and cumulatively about 502,000 common shares have been issued to redeem 1,796,028 preferred shares, significantly increasing the common share count.
Deeply discounted convertible note terms: The 7.00% Subordinated Convertible Notes due 2031 now convert at approximately $1.03 per share, implying about 24.34 shares per $25 principal, a 45% discount to the $1.87 reference price and adding further overhang for common shareholders.

Insights

Convertible note conversion reset and stock-settled preferred redemptions are materially diluting common holders.

The company’s 7.00% Subordinated Convertible Notes due 2031 now convert at about $1.03 per share, a 45% discount to the roughly $1.87 volume-weighted average price used for the adjustment. Each $25.00 of note principal is now convertible into about 24.34 common shares, increasing potential equity issuance.

For May redemptions, 13,745 Series D preferred shares were redeemed at about $40.99 each, fully paid in 301,743 new common shares. As of May 5, 2026, common shares outstanding were 1,042,613 while 1,762,819 Series D preferred shares remained. Cumulatively, 1,796,028 preferred shares have been redeemed and about 502,000 common shares issued, indicating substantial dilution pressure on existing common shareholders.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Note conversion price: $1.03 per share Conversion ratio: 24.34 shares per $25 Reference VWAP: $1.87 per share +5 more

8 metrics

Note conversion price $1.03 per share 7.00% Subordinated Convertible Notes due 2031 after May 2026 adjustment

Conversion ratio 24.34 shares per $25 Common shares per $25 principal of 7.00% notes

Reference VWAP $1.87 per share 10-day volume weighted average price before May 5, 2026 Holder Redemption Date

May preferred shares redeemed 13,745 shares Series D Preferred Stock on May 5, 2026 Holder Redemption Date

Redemption Price per preferred $40.99 per share Series D preferred May 2026 redemptions including accrued dividends

Common shares issued in May 301,743 shares Settlement of May 2026 Series D preferred redemptions

Cumulative preferred redeemed 1,796,028 shares Total Series D Preferred Stock redemptions to date

Common shares outstanding 1,042,613 shares As of May 5, 2026

Key Terms

Series D Cumulative Convertible Preferred Stock, 7.00% Subordinated Convertible Notes due 2031, Holder Redemption Date, volume weighted average, +1 more

5 terms

Series D Cumulative Convertible Preferred Stock financial

"redemptions by the holders of Wheeler Real Estate Investment Trust, Inc.’s (the “Company”) Series D Cumulative Convertible Preferred Stock"

7.00% Subordinated Convertible Notes due 2031 financial

"the indenture governing the Company’s 7.00% Subordinated Convertible Notes due 2031"

Holder Redemption Date financial

"The 32nd monthly “Holder Redemption Date” occurred on May 5, 2026."

volume weighted average financial

"The volume weighted average of the closing sales price, as reported on the Nasdaq Capital Market"

A volume weighted average is an average that gives more weight to values accompanied by larger quantities—so higher-volume trades or measurements pull the average closer to the prices where more activity happened. For investors, it reveals the price level that most trading actually supported, helping judge whether a trade or price move was driven by substantial participation or by a few small trades, much like averaging grades where final exams count more than short quizzes.

Optional Conversion financial

"pursuant to Section 14.02 (Optional Conversion) of the indenture governing the Company’s 7.00% Subordinated Convertible Notes"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What conversion price did Wheeler Real Estate (WHLR) set for its 7.00% notes?

The 7.00% Subordinated Convertible Notes due 2031 now convert at approximately $1.03 per share of common stock. This reflects a 45% discount to the roughly $1.87 volume-weighted average price used for the May 2026 adjustment, increasing potential equity issuance from note conversions.

How many Series D preferred shares did WHLR redeem in May 2026 and at what price?

On May 5, 2026, Wheeler redeemed 13,745 shares of its Series D Cumulative Convertible Preferred Stock. Each share was redeemed at a Redemption Price of approximately $40.99, consisting of the $25.00 liquidation preference plus all accrued but unpaid dividends through the Holder Redemption Date.

How did Wheeler (WHLR) pay the May 2026 Series D preferred redemptions?

The company settled the May 2026 Series D preferred redemptions entirely in stock, issuing 301,743 shares of common stock. This equity settlement avoided immediate cash outlay but increased the number of common shares outstanding and thus diluted existing common shareholders.

How many Series D preferred shares has Wheeler (WHLR) redeemed cumulatively and what stock has been issued?

To date, the company has processed 415 redemption requests, redeeming 1,796,028 Series D preferred shares. In aggregate, it has issued approximately 502,000 shares of common stock to settle these redemptions, demonstrating an ongoing exchange of preferred capital into common equity.

When is the next Series D preferred Holder Redemption Date for Wheeler (WHLR)?

The next monthly Holder Redemption Date for Series D preferred stock is June 5, 2026. The deadline for submitting redemption requests for that date is May 25, 2026, giving holders a defined window to elect redemptions under the existing program.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/06/2026 - 08:45 AM EDT

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 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 May 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 $1.87. 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 $1.03 per share of Common Stock (approximately 24.34 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $1.87.

Results of May 2026 Series D Preferred Stock Redemptions

•The 32nd monthly “Holder Redemption Date” occurred on May 5, 2026.

•The Company processed eight redemption requests from holders of its Series D Preferred Stock, collectively redeeming 13,745 shares of Series D Preferred Stock for a redemption price of approximately $40.99 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the May 5, 2026 Holder Redemption Date) (the “Redemption Price”).

•The Company settled the aggregate Redemption Price through the issuance of 301,743 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 May 5, 2026 Holder Redemption Date was approximately $1.87.

Cumulative Series D Preferred Stock Redemption Information

•To date, the Company has processed 415 redemption requests, collectively redeeming 1,796,028 shares of Series D Preferred Stock.

•The Company has issued approximately 502,000 shares of its Common Stock in settlement of all such redemption requests in the aggregate.

•As of May 5, 2026, the Company had 1,042,613 shares of Common Stock and 1,762,819 shares of Series D Preferred Stock outstanding.

June 2026 Redemptions

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

•The next monthly Holder Redemption Date will occur on June 5, 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: May 6, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Wheeler REIT cuts 2031 note conversion price to $1.03