Wheeler REIT exchanges preferred for 142,800 common shares

Wheeler Real Estate Investment Trust entered into a stock-for-stock exchange with an unaffiliated investor on May 28, 2026.

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust entered into a stock-for-stock exchange with an unaffiliated investor on May 28, 2026. The company issued 142,800 shares of common stock in exchange for 2,800 shares of Series D Cumulative Convertible Preferred Stock and 5,600 shares of Series B Convertible Preferred Stock, which were then retired and cancelled.

The exchange ratio was fifty-one shares of common stock for every combination of two Series B and one Series D preferred share. The transaction generated no cash proceeds and was conducted as an unregistered exchange under Section 3(a)(9) of the Securities Act, with no commissions or other remuneration paid for soliciting the transaction.

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 shares issued: 142,800 shares Series D preferred exchanged: 2,800 shares Series B preferred exchanged: 5,600 shares +3 more

6 metrics

Common shares issued 142,800 shares Issued in exchange for preferred stock on May 28, 2026

Series D preferred exchanged 2,800 shares Surrendered for common stock and cancelled

Series B preferred exchanged 5,600 shares Surrendered for common stock and cancelled

Exchange ratio 51 common shares For every 2 Series B and 1 Series D preferred shares

Convertible notes maturity 2031 7.00% subordinated convertible notes due 2031 listed

Notes coupon rate 7.00% Subordinated convertible notes due 2031

Key Terms

Unregistered Sales of Equity Securities, Series B Convertible Preferred Stock, Series D Cumulative Convertible Preferred Stock, Section 3(a)(9) of the Securities Act, +2 more

6 terms

Unregistered Sales of Equity Securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities On May 28, 2026"

Series B Convertible Preferred Stock financial

"5,600 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

"2,800 shares of the Company’s Series D Cumulative Convertible Preferred Stock"

Section 3(a)(9) of the Securities Act regulatory

"in reliance upon the exemption ... contained in Section 3(a)(9) of the Securities Act"

Emerging growth company regulatory

"Emerging growth company Securities registered pursuant to Section 12(b)"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Cumulative Convertible Preferred Stock financial

"Series D Cumulative Convertible Preferred Stock"

A class of preferred shares that pays fixed dividends which accumulate if they are skipped, and that can be converted into common shares at a predetermined rate. Think of it as a hybrid between a savings account that guarantees missed interest later and a ticket that can be exchanged for ordinary ownership; investors care because it provides steady income protection and priority in payouts while also posing potential dilution to common shareholders if converted.

FAQ

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

What equity transaction did WHLR disclose on May 28, 2026?

Wheeler Real Estate Investment Trust agreed to exchange preferred stock for common stock. It issued 142,800 common shares for 2,800 Series D and 5,600 Series B preferred shares, which were retired and cancelled after the transaction.

Did Wheeler Real Estate Investment Trust (WHLR) receive cash in this exchange?

No, the company did not receive any cash proceeds. The transaction was purely a stock-for-stock exchange where common shares were issued in return for outstanding preferred shares, which were then retired and cancelled by the company.

What was the exchange ratio between WHLR common and preferred shares?

The exchange involved fifty-one common shares for a package of two Series B and one Series D preferred shares. This defined ratio governed the conversion of the investor’s preferred holdings into newly issued Wheeler common stock in the transaction.

Which WHLR preferred securities were involved in the May 2026 exchange?

The exchange used two preferred classes: Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock. In total, 5,600 Series B shares and 2,800 Series D shares were surrendered, then retired and cancelled after the exchange closed.

Under what exemption did WHLR issue common stock in this transaction?

The company relied on Section 3(a)(9) of the Securities Act. This exemption applies when new securities are exchanged with an existing holder, and no commission or other remuneration is paid for soliciting the exchange transaction.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 06/01/2026 - 04:06 PM EDT Learn about SEC filing dates

0001527541FALSE00015275412026-05-282026-05-280001527541us-gaap:CommonStockMember2026-05-282026-05-280001527541us-gaap:SeriesBPreferredStockMember2026-05-282026-05-280001527541us-gaap:SeriesDPreferredStockMember2026-05-282026-05-280001527541us-gaap:ConvertibleSubordinatedDebtMember2026-05-282026-05-28

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): May 28, 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 May 28, 2026 Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue 142,800 shares of its common stock, $0.01 par value per share (the “Common Stock”), to an unaffiliated holder of the Company’s securities (the “Investor”) in exchange for 2,800 shares of the Company’s Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) and 5,600 shares of the Company's Series B Convertible Preferred Stock (the “Series B Preferred Stock” and, together with the Series D Preferred Stock, the “Preferred Stock”). The transaction involved the issuance of fifty-one shares of Common Stock in exchange for two shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transaction settled in accordance with customary settlement cycles.

The Company did not receive any cash proceeds in this transaction, and the shares of the Preferred Stock exchanged have been retired and cancelled.

The Company issued the Common Stock to the Investor 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 Investor constituted an exchange with an existing holder of the Company’s securities, and no commission or other remuneration was paid or given directly or indirectly for soliciting such transaction.

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: June 1, 2026

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 16.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 28.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.9 KB