Wheeler REIT (WHLR) exchanges Series B and D preferred for common stock
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.
Positive
- None.
Negative
- None.
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."
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
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.