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Wheeler Real Estate (Nasdaq: WHLR) exchanges preferred shares for common stock

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

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. exchanged preferred stock for common stock in a series of privately negotiated transactions with unaffiliated holders from July 29 to August 4, 2026. The exchanges involved Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock.

On July 29, the company agreed to issue 7 shares of common stock in exchange for 1 share of Series B preferred. On July 30, it agreed to issue 150,030 shares of common stock for 15,003 shares of Series B preferred, and on July 31, 387,937 shares of common stock for 20,339 shares of Series B preferred and 2,246 shares of Series D preferred, using exchange ratios including 10, 13 and 107 common shares per specified preferred share combinations. On August 3, it agreed to issue 208,900 shares of common stock for 10,300 shares of Series B preferred and 700 shares of Series D preferred, and on August 4, 255,500 shares of common stock for 7,000 shares of Series B preferred and 1,750 shares of Series D preferred. The company received no cash proceeds, the exchanged preferred shares were retired and cancelled, and the common stock was issued under the Securities Act Section 3(a)(9) exemption with no commissions paid.

Positive

  • None.

Negative

  • None.

Filing Explained

Existing common holders’ percentage interests are diluted by the completed share issuance, but the filing does not permit a percentage estimate.

This Item 3.02 Form 8-K reports completed, unregistered issuances of common stock in exchanges that settled from July 29 through August 4, 2026; the company thereby changed its capital structure without receiving cash proceeds.

Issuing the common stock increases the total common share count and, absent offsetting changes, reduces existing holders’ percentage ownership; the filing supplies no outstanding-share figure with which to quantify that effect.

The exchanged Series B and Series D preferred shares were retired and cancelled, so the transactions replaced those securities with common stock rather than adding cash to the company.

Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
July 29 exchange ratio 7 shares of Common Stock for 1 share of Series B Preferred Stock Agreed on July 29, 2026 with one unaffiliated holder
July 30 common issued 150,030 shares of Common Stock Exchanged for 15,003 shares of Series B Preferred Stock on July 30, 2026
July 31 common issued 387,937 shares of Common Stock Exchanged for 20,339 Series B and 2,246 Series D Preferred Stock on July 31, 2026
August 3 common issued 208,900 shares of Common Stock Exchanged for 10,300 Series B and 700 Series D Preferred Stock on August 3, 2026
August 4 common issued 255,500 shares of Common Stock Exchanged for 7,000 Series B and 1,750 Series D Preferred Stock on August 4, 2026
Unregistered Sales of Equity Securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities"
Section 3(a)(9) of the Securities Act regulatory
"in reliance upon the exemption ... contained in Section 3(a)(9) of the Securities Act"
Series B Convertible Preferred Stock financial
"one share 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
"the Company's Series D Cumulative Convertible Preferred Stock"
retired and cancelled financial
"the shares of the Preferred Stock exchanged have been retired and cancelled"

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FAQ

What equity exchanges did Wheeler Real Estate (WHLR) undertake in late July and early August 2026?
Wheeler Real Estate agreed to exchange preferred stock for common stock across multiple dates from July 29 to August 4, 2026. The transactions involved Series B and Series D preferred shares held by unaffiliated investors, all swapped into newly issued common stock without cash proceeds.

What was the size of Wheeler Real Estate (WHLR)'s July 30, 2026 preferred-for-common exchange?
On July 30, 2026, the company agreed to issue 150,030 shares of common stock in six exchanges for an aggregate 15,003 shares of Series B Convertible Preferred Stock. Each of these exchanges used a ratio of ten common shares for each Series B preferred share.

How many common shares did WHLR issue on July 31, 2026, and what preferred shares were exchanged?
On July 31, 2026, the company agreed to issue 387,937 shares of common stock. These were exchanged for an aggregate 20,339 Series B preferred shares and 2,246 Series D preferred shares, using ratios including 13 common per Series B share and 107 common for specified Series B and Series D combinations.

What were the details of Wheeler Real Estate (WHLR)'s August 3, 2026 exchange transactions?
On August 3, 2026, the company agreed to issue 208,900 shares of common stock to four unaffiliated investors. In total, these exchanges covered 10,300 Series B preferred shares and 700 Series D preferred shares, at ratios including 16 common per Series B and 127 common for combined preferred shares.

What happened in WHLR’s August 4, 2026 preferred-for-common exchange?
On August 4, 2026, Wheeler Real Estate agreed to issue 255,500 shares of common stock to one unaffiliated holder. This was exchanged for 7,000 Series B preferred shares and 1,750 Series D preferred shares, using an exchange ratio of 146 common shares for four Series B and one Series D share.

Did Wheeler Real Estate (WHLR) receive any cash from these preferred-for-common exchanges?
The company did not receive any cash proceeds from these transactions. The exchanges were equity-for-equity swaps, and all preferred shares surrendered by investors in the transactions were retired and cancelled rather than generating cash inflows.
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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 30, 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 3.02 Unregistered Sales of Equity Securities

On July 29, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue seven shares of its common stock, $0.01 par value per share (the “Common Stock”), to an unaffiliated holder of the Company’s securities (the “July 29 Investor”) in exchange for one share of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock” ). The transaction involved the issuance of seven shares of Common Stock in exchange for one share of Series B Preferred Stock. The transaction settled in accordance with customary settlement cycles.

On July 30, 2026, the Company agreed to issue an aggregate amount of 150,030 shares of Common Stock to three unaffiliated holders of the Company’s securities (together, the “July 30 Investors”) in six separate exchanges for an aggregate amount of 15,003 shares of the Series B Preferred Stock. These transactions each involved the issuance of ten 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 31, 2026, the Company agreed to issue an aggregate amount of 387,937 shares of Common Stock to four unaffiliated holders of the Company’s securities ( together, the “July 31 Investors”) in four separate exchanges for an aggregate amount of 20,339 shares of the Series B Preferred Stock and 2,246 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 13 shares of Common Stock in exchange for one share of Series B Preferred Stock. Two transactions each involved the issuance of one hundred seven 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 August 3, 2026, the Company agreed to issue an aggregate amount of 208,900 shares of Common Stock to four unaffiliated holders of the Company’s securities ( together, the “August 3 Investors”) in four separate exchanges for an aggregate amount of 10,300 shares of the Series B Preferred Stock and 700 shares of the Series D Preferred Stock. Three transactions each involved the issuance of 16 shares of Common Stock in exchange for one share of Series B Preferred Stock. One of the transactions involved the issuance of one hundred twenty-seven 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 August 4, 2026, the Company agreed to issue 255,500 shares of Common Stock to an unaffiliated holder of the Company’s securities (the “August 4 Investor”) in exchange for 7,000 shares of the Series B Preferred Stock and 1,750 shares of the Company's Series D Preferred Stock. The transaction involved the issuance of one hundred forty-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 30, 2026, the Company issued, on July 29, 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 29 Investor, the July 30 Investors, the July 31 Investors, the August 3 Investors and the August 4 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/ M. Andrew Franklin
Name: M. Andrew Franklin
Title: Chief Executive Officer and President

Dated: August 5, 2026


Source: View Original Filing on SEC EDGAR

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