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Wheeler REIT (NASDAQ: WHLR) retires preferred stock in 439,300-share common exchange

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. disclosed that it exchanged preferred stock for common shares in a non-cash transaction. On February 6, 2026, the company issued 439,300 shares of common stock to two unaffiliated investors in return for an aggregate 19,100 Series D and 38,200 Series B preferred shares.

Each exchange used a fixed formula of 23 common shares for every 2 Series B and 1 Series D preferred share. The preferred shares received in the exchange were retired and cancelled, reducing those preferred classes outstanding while increasing common shares, with no cash proceeds involved.

Positive

  • None.

Negative

  • None.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.

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FAQ

What equity transaction did WHLR report in this 8-K?
Wheeler Real Estate Investment Trust reported a non-cash exchange of preferred stock for common shares. It issued 439,300 common shares to two investors in return for 19,100 Series D and 38,200 Series B preferred shares, which were then retired and cancelled.

How many Wheeler (WHLR) common shares were issued in the exchange?
The company issued 439,300 shares of common stock in the exchange. These shares went to two unaffiliated investors in return for their Series B and Series D preferred shares, altering the capital mix by increasing common equity and reducing preferred stock outstanding.

What preferred stock did WHLR exchange for common shares?
Wheeler exchanged an aggregate of 19,100 Series D Cumulative Convertible Preferred and 38,200 Series B Convertible Preferred shares. In return, it issued 439,300 common shares and then retired and cancelled all preferred shares received, reducing those preferred classes outstanding.

What was the exchange ratio between WHLR preferred and common stock?
Each transaction used a fixed ratio of 23 common shares for every 2 Series B and 1 Series D preferred share. This structure governed both exchanges with the two unaffiliated investors and determined the total 439,300 common shares issued.

Did Wheeler Real Estate Investment Trust receive cash from this exchange?
No cash changed hands in this transaction. Wheeler Real Estate Investment Trust explicitly states it did not receive any cash proceeds; instead, it issued common shares and retired the exchanged Series B and Series D preferred shares as part of a capital structure adjustment.

Under what exemption did WHLR issue the unregistered common shares?
The company relied on Section 3(a)(9) of the Securities Act of 1933 to issue the common shares without registration. This exemption applies because the exchange was with existing security holders and no commission or remuneration was paid for soliciting the transactions.
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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): February 6, 2026
 WHEELER REAL ESTATE INVESTMENT TRUST, INC.
(Exact name of registrant as specified in its charter)  
Maryland 001-3571345-2681082
(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 StockWHLRD
Nasdaq Capital Market
7.00% Subordinated Convertible Notes due 2031WHLRL
Nasdaq Capital Market



Item 3.02 Unregistered Sales of Equity Securities

On February 6, 2026 Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 439,300 shares of its common stock, $0.01 par value per share (the “Common Stock”), to two unaffiliated holders of the Company’s securities (together the “Investors”) in separate exchanges for an aggregate amount of 19,100 shares of the Company’s Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) and 38,200 shares of the Company's Series B Convertible Preferred Stock (the “Series B Preferred Stock” and, together with the Series D Preferred Stock, the “Preferred Stock”). Each transaction involved the issuance of twenty-three shares of Common Stock in exchange for two shares of Series B Preferred Stock and one share of Series D Preferred Stock. The settlement of the transactions occurred on February 6, 2026.

The Company did not receive any cash proceeds in these transactions, and the shares of the Preferred Stock exchanged have been retired and cancelled.

The Company issued the Common Stock to the Investors in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 3(a)(9) of the Securities Act on the basis that the issuance of Common Stock to the Investors constituted an exchange with existing holders of the Company’s securities, and no commission or other remuneration was paid or given directly or indirectly for soliciting such transactions.

This Current Report on Form 8-K does not constitute an offer to exchange any securities of the Company for the Common Stock, the Series D Preferred Stock, the Series B Preferred Stock or other securities of the Company.




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: February 9, 2026


Source: View Original Filing on SEC EDGAR

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