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Wheeler REIT (WHLR) resets 7% note conversion price to $0.40 per share

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

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. updated the conversion terms of its 7.00% Subordinated Convertible Notes due 2031. Based on August 2026 conversions of Series D Cumulative Convertible Preferred Stock at a lowest price of approximately $0.73 per common share, the note conversion price was further reduced to approximately $0.40 per share, or about 62.52 common shares for each $25.00 of principal.

On the 35th monthly Holder Redemption Date, August 5, 2026, the company processed seven Series D redemption requests, redeeming 7,100 preferred shares at an approximate redemption price of $41.29 per share and settling the aggregate amount by issuing 403,236 common shares. Cumulatively, 434 redemption requests have redeemed 1,819,028 Series D shares, with approximately 496,000 common shares issued in settlement. As of August 5, 2026, Wheeler had 2,434,904 common shares and 1,770,859 Series D preferred shares outstanding, and it outlined key dates for the next redemption cycle in September 2026.

Positive

  • None.

Negative

  • The adjusted note conversion terms allow conversion at $0.40 per share, a 45% discount to the $0.73 Series D conversion price, increasing the economic incentive to convert notes into common stock and expanding potential share issuance.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Note conversion price approximately $0.40 per share of Common Stock Conversion price for 7.00% Subordinated Convertible Notes due 2031 after August 2026 adjustment
Conversion ratio per $25 principal approximately 62.52 shares of Common Stock per $25.00 Shares of common stock issuable upon conversion of the Notes at the adjusted price
Series D conversion baseline price approximately $0.73 per share of Common Stock Lowest August 2026 price at which Series D Preferred Stock was converted into common stock and 10-day VWAP
August Series D shares redeemed 7,100 shares of Series D Preferred Stock Redemption requests processed on the 35th Holder Redemption Date, August 5, 2026
Redemption Price per Series D share approximately $41.29 per share Includes $25.00 per share plus accrued but unpaid dividends through August 5, 2026
Common shares issued for August redemptions 403,236 shares of Common Stock Shares issued to settle the aggregate Redemption Price for August 2026 Series D redemptions
Cumulative Series D shares redeemed 1,819,028 shares of Series D Preferred Stock Total redemptions from 434 Series D Preferred Stock redemption requests to date
Common shares outstanding 2,434,904 shares of Common Stock Common stock outstanding as of August 5, 2026
Holder Redemption Date financial
"The 35th monthly “Holder Redemption Date” occurred on August 5, 2026."
Series D Cumulative Convertible Preferred Stock financial
"redemptions by the holders of Wheeler Real Estate Investment Trust, Inc.’s 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"
conversion price financial
"the conversion price for the Notes was further adjusted to approximately $0.40 per share"
The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.
volume weighted average of the closing sales price financial
"The volume weighted average of the closing sales price, as reported on the Nasdaq Capital Market"

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FAQ

What change did Wheeler Real Estate Investment Trust (WHLR) report for its 7.00% Subordinated Convertible Notes due 2031?
Wheeler set the notes’ conversion price at approximately $0.40 per common share. At this level, each $25.00 principal amount becomes about 62.52 common shares, reflecting a 45% discount to the $0.73 Series D preferred conversion price used for the adjustment.

How many Series D Preferred Stock shares did WHLR redeem on August 5, 2026, and how was this settled?
On August 5, 2026, Wheeler redeemed 7,100 Series D Preferred shares. Each share carried a Redemption Price of approximately $41.29, representing $25.00 plus accrued dividends, and the company settled the aggregate amount by issuing 403,236 shares of its common stock.

What cumulative Series D Preferred Stock redemptions has WHLR (WHLR) completed to date?
To date, Wheeler has processed 434 Series D Preferred Stock redemption requests, collectively redeeming 1,819,028 preferred shares. In aggregate, the company has issued approximately 496,000 shares of its common stock to settle all such redemptions reported in this update.

How many WHLR common and Series D Preferred shares were outstanding as of August 5, 2026?
As of August 5, 2026, Wheeler had 2,434,904 shares of common stock outstanding and 1,770,859 shares of Series D Cumulative Convertible Preferred Stock outstanding, providing context for the scale of completed and potential future redemptions relative to the existing capital structure.

When are the next key dates for WHLR’s Series D Preferred Stock redemptions?
The deadline for the next monthly round of Series D Preferred redemptions is August 25, 2026. The subsequent monthly “Holder Redemption Date” is scheduled for September 8, 2026, when properly submitted redemption requests will be processed under the company’s stated procedures.
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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): August 5, 2026
 WHEELER REAL ESTATE INVESTMENT TRUST, INC.
(Exact name of registrant as specified in its charter)  
Maryland001-3571345-2681082
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareWHLR
Nasdaq Capital Market
Series B Convertible Preferred StockWHLRP
Nasdaq Capital Market
Series D Cumulative Convertible Preferred StockWHLRD
Nasdaq Capital Market
7.00% Subordinated Convertible Notes due 2031WHLRL
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 August 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 $0.73. 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 $0.40 per share of Common Stock (approximately 62.52 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $0.73.

Results of August 2026 Series D Preferred Stock Redemptions

•The 35th monthly “Holder Redemption Date” occurred on August 5, 2026.
•The Company processed seven redemption requests from holders of its Series D Preferred Stock, collectively redeeming 7,100 shares of Series D Preferred Stock for a redemption price of approximately $41.29 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the August 5, 2026 Holder Redemption Date) (the “Redemption Price”).
•The Company settled the aggregate Redemption Price through the issuance of 403,236 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 August 5, 2026 Holder Redemption Date was approximately $0.73.

Cumulative Series D Preferred Stock Redemption Information

•To date, the Company has processed 434 redemption requests, collectively redeeming 1,819,028 shares of Series D Preferred Stock.
•The Company has issued approximately 496,000 shares of its Common Stock in settlement of all such redemption requests in the aggregate.
•As of August 5, 2026, the Company had 2,434,904 shares of Common Stock and 1,770,859 shares of Series D Preferred Stock outstanding.

September 2026 Redemptions

•The deadline for the next monthly round of Series D Preferred Stock redemptions is August 25, 2026.
•The next monthly Holder Redemption Date will occur on September 8, 2026 (the "September Redemption Date").
•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, and include statements about the Company's intentions to file a registration statement and the effectiveness thereof. 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: August 7, 2026


Source: View Original Filing on SEC EDGAR

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