Wheeler REIT swaps Cedar preferred for Series D

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Form Type

8-K

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. entered into private exchange transactions with unaffiliated investors involving its subsidiary Cedar Realty Trust, Inc.

On March 16, 2026, Wheeler issued 80,000 shares of its Series D Preferred Stock in exchange for 120,000 shares of Cedar’s 6.50% Series C Cumulative Redeemable Preferred Stock. On April 1, 2026, it issued 66,666 additional Series D Preferred shares for 90,000 Cedar Series C Preferred shares and 10,000 Cedar 7.25% Series B Cumulative Redeemable Preferred shares.

Immediately after each closing, Wheeler contributed the acquired Cedar Series C and Series B Preferred Stock back to Cedar, and those Cedar preferred shares were retired. The Series D Preferred Stock was issued in a private placement relying on the exemption in Section 4(a)(2) of the Securities Act as a transaction not involving a public offering.

Insights

Wheeler exchanges subsidiary preferred for parent preferred in non‑cash deals.

Wheeler Real Estate Investment Trust, Inc. used two private exchanges to swap newly issued Series D Preferred Stock for existing Cedar Realty Trust, Inc. preferred shares. The transactions are equity-for-equity, with no cash consideration described, and rely on a private offering exemption.

Across March 16 and April 1, Wheeler issued 80,000 and 66,666 Series D Preferred shares, respectively, for 210,000 Cedar Series C and 10,000 Cedar Series B Preferred shares. The acquired Cedar preferred shares were then contributed back to Cedar and retired, simplifying that subsidiary’s preferred capital structure.

The impact for investors depends on the relative importance of Cedar’s preferred obligations and the role of Wheeler’s Series D Preferred Stock. Future company filings may provide more context on balance sheet effects and any further exchange activity.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Series D issued March 16, 2026: 80,000 shares Series D issued April 1, 2026: 66,666 shares Cedar Series C received: 210,000 shares +1 more

4 metrics

Series D issued March 16, 2026 80,000 shares Issued to unaffiliated investor in exchange for Cedar Series C Preferred

Series D issued April 1, 2026 66,666 shares Issued to unaffiliated investor in exchange for Cedar Series C and B Preferred

Cedar Series C received 210,000 shares 120,000 and 90,000 Cedar 6.50% Series C Cumulative Redeemable Preferred

Cedar Series B received 10,000 shares Cedar 7.25% Series B Cumulative Redeemable Preferred acquired April 1, 2026

Key Terms

Series D Preferred Stock, 6.50% Series C Cumulative Redeemable Preferred Stock, 7.25% Series B Cumulative Redeemable Preferred Stock, Section 4(a)(2) of the Securities Act, +1 more

5 terms

Series D Preferred Stock financial

"the Company issued 80,000 and 66,666 shares of its Series D Preferred Stock"

Series D preferred stock is a specific class of preferred shares typically issued in a later-stage financing round that gives holders special rights such as priority for payout before common shareholders, fixed or cumulative dividends, and often the option to convert into common shares. Investors care because these shares affect who gets paid first in a sale or liquidation, influence ownership and voting power, and change how future fundraising or an exit will impact an investor’s return—like a VIP ticket that can sometimes be exchanged for a regular ticket if that proves more valuable.

6.50% Series C Cumulative Redeemable Preferred Stock financial

"shares of 6.50% Series C Cumulative Redeemable Preferred Stock (the “Cedar Series C Preferred Stock”)"

7.25% Series B Cumulative Redeemable Preferred Stock financial

"10,000 of 7.25% Series B Cumulative Redeemable Preferred Stock (the “Cedar Series B Preferred Stock”)"

Section 4(a)(2) of the Securities Act regulatory

"in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

Unregistered Sales of Equity Securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities"

FAQ

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

What preferred stock transactions did Wheeler Real Estate Investment Trust (WHLR) complete in March and April 2026?

Wheeler completed two private exchanges of preferred shares. It issued Series D Preferred Stock on March 16 and April 1, 2026, in return for Cedar Realty Trust Series C and Series B Preferred Stock, which were then contributed back to Cedar and retired.

How many Series D Preferred shares did Wheeler (WHLR) issue in these exchange transactions?

Wheeler issued 80,000 shares of Series D Preferred Stock on March 16, 2026, and 66,666 shares of Series D Preferred Stock on April 1, 2026. These issuances were made to unaffiliated investors in exchange for Cedar Realty Trust preferred shares they held.

What Cedar Realty Trust preferred shares were exchanged for Wheeler’s Series D Preferred Stock?

Investors exchanged 120,000 and 90,000 shares of Cedar’s 6.50% Series C Cumulative Redeemable Preferred Stock, plus 10,000 shares of Cedar’s 7.25% Series B Cumulative Redeemable Preferred Stock. Wheeler received these Cedar preferred shares in return for issuing its own Series D Preferred Stock.

What happened to the Cedar Realty Trust preferred shares acquired by Wheeler (WHLR)?

Immediately after each closing, Wheeler contributed all acquired Cedar Series C and Series B Preferred Stock back to Cedar Realty Trust, Inc. Cedar then retired those preferred shares, removing them from its outstanding preferred stock obligations according to the disclosure.

Under what securities law exemption were Wheeler’s Series D Preferred issuances made?

Wheeler issued the Series D Preferred Stock in reliance on Section 4(a)(2) of the Securities Act. This exemption applies to transactions not involving a public offering, allowing the company to complete the exchanges privately with the Series D Investor.

Does this Wheeler (WHLR) disclosure constitute an offer to sell or exchange its securities to the public?

No. The disclosure explicitly states it does not constitute an offer to exchange any securities or an offer to sell, nor a solicitation of an offer to buy, any securities of Wheeler Real Estate Investment Trust, Inc. It only describes the completed private exchange transactions.

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

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Accepted by SEC EDGAR 04/06/2026 - 08:46 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): April 1, 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 3.02 Unregistered Sales of Equity Securities

Sale of Series D Preferred Stock

On March 16, 2026 and April 1, 2026, the Company entered into subscription agreements with unaffiliated investors (the “Series D Investor”) pursuant to which the Company issued 80,000 and 66,666 shares of its Series D Preferred Stock, respectively, in consideration for 120,000 and 90,000 shares of 6.50% Series C Cumulative Redeemable Preferred Stock (the “Cedar Series C Preferred Stock”), respectively, and 0 and 10,000 of 7.25% Series B Cumulative Redeemable Preferred Stock (the “Cedar Series B Preferred Stock”), respectively, of the Company’s subsidiary Cedar Realty Trust, Inc. (“Cedar”), held by the Series D Investor. Immediately following the closing of such transactions, the Company contributed the acquired Cedar Series C Preferred Stock and Cedar Series B Preferred Stock to Cedar and those shares were retired.

The Company issued the Series D Preferred Stock to the Series D Investor in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering.

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, nor an offer to sell or the solicitation of an offer to buy any 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: April 6, 2026

Source: View Original Filing on SEC EDGAR

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Wheeler REIT swaps Cedar preferred for Series D

Rhea-AI Filing Summary