Wheeler REIT to issue 581K, 260K shares for preferred
WHLR is exchanging Series B and Series D preferred stock for common shares with existing holders, retiring the preferred shares without raising new cash.
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. (WHLR) reports unregistered exchanges of preferred stock into common stock with existing security holders. On September 2, 2026, the company agreed to issue 581,328 shares of common stock in exchange for an aggregate 23,664 Series B and 3,537 Series D Preferred shares across two transactions, including an exchange ratio of 124 common shares for four Series B and one Series D share in one transaction and 15 common shares for one Series B share in the other. On September 3, 2026, WHLR agreed to issue 260,300 common shares in exchange for 7,600 Series B and 1,900 Series D Preferred shares, at 137 common shares for four Series B and one Series D share. The company received no cash proceeds; all exchanged preferred shares were retired and cancelled. The exchanges relied on the Section 3(a)(9) exemption as exchanges with existing holders, with no commission or other remuneration paid.
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 September 2, 2026: 581,328 shares
Series B Preferred exchanged September 2, 2026: 23,664 shares
Series D Preferred exchanged September 2, 2026: 3,537 shares
+5 more
8 metrics
Common shares issued September 2, 2026
581,328 shares
Issued to two investors in exchange for Series B and Series D Preferred Stock
Series B Preferred exchanged September 2, 2026
23,664 shares
Exchanged for common stock with two investors
Series D Preferred exchanged September 2, 2026
3,537 shares
Exchanged for common stock with two investors
Common shares issued September 3, 2026
260,300 shares
Issued to one investor in exchange for Series B and Series D Preferred Stock
Series B Preferred exchanged September 3, 2026
7,600 shares
Exchanged for common stock with one investor
Series D Preferred exchanged September 3, 2026
1,900 shares
Exchanged for common stock with one investor
Exchange ratio example September 2, 2026
124 common shares for 4 Series B and 1 Series D share
One of the September 2 exchange terms
Exchange ratio September 3, 2026
137 common shares for 4 Series B and 1 Series D share
Terms of the September 3 exchange
Key Terms
Unregistered Sales of Equity Securities, Section 3(a)(9), Cumulative Convertible Preferred Stock, Subordinated Convertible Notes, +1 more
5 terms
Unregistered Sales of Equity Securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities On September 2, 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.
Cumulative Convertible Preferred Stock financial
"Series D Cumulative Convertible Preferred Stock (the “Series D 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.
Subordinated Convertible Notes financial
"7.00% Subordinated Convertible Notes due 2031"
customary settlement cycles financial
"The transactions settled in accordance with customary settlement cycles."
FAQ
What securities did WHLR exchange in the September 2, 2026 transactions?
On September 2, 2026, WHLR agreed to issue 581,328 common shares in exchange for an aggregate 23,664 shares of Series B Preferred Stock and 3,537 shares of Series D Preferred Stock held by two unaffiliated investors.
What were the specific exchange ratios used by WHLR on September 2, 2026?
One September 2, 2026 transaction issued 124 common shares for 4 Series B and 1 Series D preferred share. The other issued 15 common shares for 1 Series B preferred share.
What did WHLR agree to on September 3, 2026 regarding preferred stock exchanges?
On September 3, 2026, WHLR agreed to issue 260,300 common shares to an unaffiliated investor in exchange for 7,600 Series B and 1,900 Series D Preferred shares, at an exchange ratio of 137 common shares for 4 Series B and 1 Series D share.
Did WHLR receive any cash from these preferred-for-common exchanges?
No. WHLR states it did not receive any cash proceeds from the September 2 and September 3 exchanges. The consideration consisted solely of exchanging preferred stock for common stock.
Under what Securities Act exemption did WHLR conduct these exchanges?
WHLR relied on Section 3(a)(9) of the Securities Act of 1933, treating the issuances as exchanges with existing security holders and stating that no commission or other remuneration was paid for soliciting the transactions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
