Wheeler REIT (WHLR) swaps preferred stock for 142,800 common shares in cashless exchange
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.
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 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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
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.
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.