Wheeler REIT swaps preferred for common shares

Wheeler Real Estate Investment Trust, Inc. entered into several July 2026 exchange transactions with unaffiliated investors.

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. entered into several July 2026 exchange transactions with unaffiliated investors. On July 7 it agreed to issue 77,360 shares of common stock in exchange for 4,835 shares of Series B Convertible Preferred Stock, at 16 common shares per preferred share. On July 9 it agreed to issue 1,018,585 common shares for 28,422 Series B and 3,385 Series D Cumulative Convertible Preferred shares, using exchange ratios of 25-for-1 for certain Series B shares and 191 common shares for combinations of four Series B and one Series D share. On July 10 it agreed to issue 167,400 common shares in exchange for 3,600 Series B and 900 Series D preferred shares, at 186 common shares for four Series B and one Series D share.

The company stated that the July 7 issuance represented less than 5% of outstanding common stock before the July 9 transaction. No cash proceeds were received, and all preferred shares exchanged in these transactions were retired and cancelled. The exchanges relied on the Securities Act Section 3(a)(9) exemption, with no commissions or other remuneration paid for soliciting holders.

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

Common stock issued July 7, 2026: 77,360 shares Series B preferred exchanged July 7, 2026: 4,835 shares Common stock issued July 9, 2026: 1,018,585 shares +5 more

8 metrics

Common stock issued July 7, 2026 77,360 shares Issued to three unaffiliated investors in exchange for Series B Convertible Preferred Stock at 16 common shares per preferred share

Series B preferred exchanged July 7, 2026 4,835 shares Exchanged for 77,360 common shares at a 16-to-1 share ratio

Common stock issued July 9, 2026 1,018,585 shares Issued to four unaffiliated investors for 28,422 Series B and 3,385 Series D preferred shares

Series B preferred exchanged July 9, 2026 28,422 shares Part of July 9 exchanges for 1,018,585 common shares, including 25-for-1 and 191-for-(4B+1D) ratios

Series D preferred exchanged July 9, 2026 3,385 shares Delivered alongside Series B preferred in July 9 exchanges for common stock

Common stock issued July 10, 2026 167,400 shares Issued to one unaffiliated investor for 3,600 Series B and 900 Series D preferred shares

Series B preferred exchanged July 10, 2026 3,600 shares Exchanged with 900 Series D preferred shares for 167,400 common shares at 186-for-(4B+1D)

Series D preferred exchanged July 10, 2026 900 shares Combined with Series B preferred in July 10 exchange transaction for common stock

Key Terms

Unregistered Sales of Equity Securities, Section 3(a)(9), Series B Convertible Preferred Stock, Series D Cumulative Convertible Preferred Stock, +1 more

5 terms

Unregistered Sales of Equity Securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities On July 7, 2026,"

Section 3(a)(9) regulatory

"in reliance upon the exemption from the registration requirements... contained in Section 3(a)(9)"

Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.

Series B Convertible Preferred Stock financial

"for an aggregate amount of 4,835 shares of the Company’s Series B Convertible Preferred Stock"

Series B convertible preferred stock is a class of shares sold during a later-stage private financing that combines features of a loan and common stock: it usually pays priority dividends or has a priority claim if the company is sold, and it can be converted into common shares under predefined rules. Investors care because these shares affect ownership stakes and payout order—like having a reserved place in line and a ticket that can turn into regular ownership—so they influence potential returns and dilution for other shareholders.

Series D Cumulative Convertible Preferred Stock financial

"3,385 shares of the Company's Series D Cumulative Convertible Preferred Stock"

customary settlement cycles financial

"The transactions settled in accordance with customary settlement cycles."

FAQ

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

What exchange did WHLR complete on July 7, 2026?

On July 7, 2026, Wheeler Real Estate Investment Trust, Inc. agreed with three unaffiliated investors to issue 77,360 common shares in exchange for 4,835 Series B Convertible Preferred shares. Each preferred share was exchanged for 16 common shares under this transaction.

What were the key terms of WHLR's July 9, 2026 exchange transactions?

On July 9, 2026, WHLR agreed to issue 1,018,585 common shares to four unaffiliated investors for 28,422 Series B and 3,385 Series D preferred shares. Two deals used a 25-for-1 Series B ratio and three used 191 common shares for four Series B plus one Series D.

What did WHLR agree to on July 10, 2026 regarding preferred stock exchanges?

On July 10, 2026, WHLR agreed to issue 167,400 common shares to one unaffiliated investor in exchange for 3,600 Series B and 900 Series D preferred shares. The agreed exchange ratio was 186 common shares for four Series B and one Series D share.

Did WHLR receive any cash in these July 2026 exchange transactions?

WHLR reported that it did not receive any cash proceeds in the July 7, July 9 or July 10, 2026 exchanges. Instead, common shares were issued solely in exchange for existing Series B and Series D preferred shares, which were then retired and cancelled.

How did WHLR treat the preferred stock exchanged in these transactions?

All Series B and Series D preferred shares delivered in the July 2026 exchanges were retired and cancelled. This means those preferred shares ceased to be outstanding after the exchanges, while new common shares were issued to the participating investors in their place.

What securities law exemption did WHLR rely on for these unregistered exchanges?

WHLR relied on the Section 3(a)(9) exemption under the Securities Act of 1933. The exchanges were made with existing security holders, no registration statement was filed for the issuances, and no commission or other remuneration was paid for soliciting the transactions.

Why was WHLR’s July 7, 2026 exchange initially not separately disclosed under Item 3.02?

The company stated that the July 7, 2026 issuance of common stock constituted less than 5% of its then-outstanding common shares. Because of this size, a separate Item 3.02 disclosure for that date alone was not triggered before the later July 9 transaction.

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

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Accepted by SEC EDGAR 07/14/2026 - 04:06 PM EDT Learn about SEC filing dates

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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): July 9, 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

On July 7, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 77,360 shares of its common stock, $0.01 par value per share (the “Common Stock”), to three unaffiliated holders of the Company’s securities (together, the “July 7 Investors”) in three separate exchanges for an aggregate amount of 4,835 shares of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock” ). Each transaction involved the issuance of sixteen shares of Common Stock in exchange for one share of Series B Preferred Stock. The transactions settled in accordance with customary settlement cycles.

On July 9, 2026, the Company agreed to issue an aggregate amount of 1,018,585 shares of Common Stock to four unaffiliated holders of the Company’s securities (together, the “July 9 Investors”) in five separate exchanges for an aggregate amount of 28,422 shares of the Series B Preferred Stock and 3,385 shares of the Company's Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock” and, together with the Series B Preferred Stock, the “Preferred Stock”). Two transactions each involved the issuance of twenty-five shares of Common Stock in exchange for one shares of Series B Preferred Stock. Three transactions each involved the issuance of one hundred and ninety-one shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transactions settled in accordance with customary settlement cycles.

On July 10, 2026, the Company agreed to issue 167,400 shares of Common Stock to an unaffiliated holder of the Company’s securities ( the “July 10 Investor”) in exchange for 3,600 shares of the Series B Preferred Stock and 900 shares of the Series D Preferred Stock. The transaction involved the issuance of one hundred and eighty-six shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transaction settled in accordance with customary settlement cycles.

Prior to the transaction of July 9, 2026, the Company issued, on July 7, 2026, shares of Common Stock that constituted less than 5% of the number of outstanding shares of Common Stock, and therefore disclosure of such transaction under Item 3.02 was not required at that time.

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 July 7 Investors, the July 9 Investors and the July 10 Investor (together, 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/ Patrick Gundlach
						PATRICK GUNDLACH
						Chief Accounting Officer
						(Principal Accounting Officer)

Dated: July 14, 2026

Filing Exhibits & Attachments

4 documents

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• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 16.2 KB
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