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Wheeler REIT (WHLR) shifts June 2026 interest on 2031 notes into Series D preferred stock

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

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust reported a change in how it will pay interest on its 7.00% Subordinated Convertible Notes due 2031. The interest payable on June 30, 2026 to holders of record at 5:00 p.m. New York City time on June 1, 2026 will be paid in the form of the company’s Series D Cumulative Convertible Preferred Stock rather than as a standard cash payment.

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Insights

Wheeler is shifting one interest payment on its 2031 notes into preferred stock.

The company states that interest on its 7.00% Subordinated Convertible Notes due 2031, payable on June 30, 2026, will be paid using Series D Cumulative Convertible Preferred Stock instead of a typical cash interest payment.

This affects holders of record as of June 1, 2026 at 5:00 p.m. New York City time. It changes the form of value received from cash to preferred equity for that interest period, which can alter the mix of claims noteholders hold against the company.

The filing does not provide the dollar amount of interest or additional terms of the preferred stock in this excerpt, so the overall financial impact must be assessed in the context of the existing Series D terms and future company disclosures.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Note coupon rate 7.00% Subordinated Convertible Notes due 2031 coupon
Notes maturity 2031 Subordinated Convertible Notes due 2031
Interest payment date June 30, 2026 Interest on 7.00% Subordinated Convertible Notes due 2031
Record date and time June 1, 2026, 5:00 p.m. NYC time Eligibility for June 30, 2026 interest payment
7.00% Subordinated Convertible Notes due 2031 financial
"interest on its 7.00% Subordinated Convertible Notes due 2031 (the “Notes”) payable on June 30, 2026"
Series D Cumulative Convertible Preferred Stock financial
"shall be in the form of the Company’s Series D Cumulative Convertible Preferred Stock"
holders of record financial
"to holders of record of the Notes at the close of business at 5:00 p.m."
Names listed on a company’s official register at a specific cut-off date who are legally entitled to receive dividends, vote on corporate matters, or participate in other shareholder actions. Think of it like a guest list for an event: only those on the list at the snapshot time get the invitation or benefits, so investors watch the record date to know whether they will receive payouts or voting rights for a given corporate action.
Nasdaq Capital Market market
"WHLRD | Nasdaq Capital Market 7.00% Subordinated Convertible Notes due 2031 | WHLRL | Nasdaq Capital Market"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

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

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FAQ

What did Wheeler Real Estate Investment Trust (WHLR) announce about its 7.00% notes?
Wheeler Real Estate Investment Trust announced that interest on its 7.00% Subordinated Convertible Notes due 2031, payable on June 30, 2026, will be paid in Series D Cumulative Convertible Preferred Stock, changing that interest payment from cash to preferred equity for affected noteholders.

Which interest payment on WHLR’s 7.00% notes is affected by this change?
The change applies to the interest on WHLR’s 7.00% Subordinated Convertible Notes due 2031 that is payable on June 30, 2026. Only this specific interest payment is described in the filing excerpt as being made in Series D Cumulative Convertible Preferred Stock.

Who is eligible to receive WHLR Series D Preferred Stock for the June 30, 2026 interest payment?
Holders of WHLR’s 7.00% Subordinated Convertible Notes due 2031 who are of record at the close of business at 5:00 p.m. New York City time on June 1, 2026 will receive the June 30, 2026 interest payment in Series D Cumulative Convertible Preferred Stock.

What type of security will WHLR use to pay the June 30, 2026 interest on its 2031 notes?
WHLR will use its Series D Cumulative Convertible Preferred Stock to pay the interest due June 30, 2026 on its 7.00% Subordinated Convertible Notes due 2031, replacing a conventional cash interest payment with an interest payment made in preferred shares.

On which exchange are WHLR’s notes and preferred shares listed?
WHLR’s common stock, Series B Convertible Preferred Stock, Series D Cumulative Convertible Preferred Stock, and 7.00% Subordinated Convertible Notes due 2031 are each listed on the Nasdaq Capital Market, according to the trading information provided in the filing excerpt.
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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): May 15, 2026
 WHEELER REAL ESTATE INVESTMENT TRUST, INC.
(Exact name of registrant as specified in its charter)  
Maryland 001-3571345-2681082
(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 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 StockWHLRD
Nasdaq Capital Market
7.00% Subordinated Convertible Notes due 2031WHLRL
Nasdaq Capital Market



Item 8.01 Other Events

On May 15, 2026, the Company determined that interest on its 7.00% Subordinated Convertible Notes due 2031 (the “Notes”) payable on June 30, 2026 to holders of record of the Notes at the close of business at 5:00 p.m., New York City time, on June 1, 2026, shall be in the form of the Company’s Series D Cumulative Convertible Preferred Stock.




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: May 20, 2026


Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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