Wheeler REIT exchanges preferred for 275,000 common shares under 3(a)(9)

Rhea-AI Filing Summary

On August 28-29, 2025, Wheeler Real Estate Investment Trust, Inc. issued an aggregate of 275,000 shares of Common Stock to two unaffiliated holders in exchange for a total of 11,000 shares of Series D Preferred Stock and 11,000 shares of Series B Preferred Stock. Each exchange used a conversion ratio of 25 shares of Common Stock for one share of Series B or Series D Preferred. No cash was received; the exchanged preferred shares were retired and cancelled. The Company relied on the Section 3(a)(9) exemption from registration, asserting these were exchanges with existing security holders and that no solicitation fees or commissions were paid. The filing clarifies it is not an offer to exchange securities.

Positive

• Preferred shares were retired and cancelled, simplifying the capital structure by removing Series B and Series D shares
• No cash was paid or received, so the transaction did not impact the companys liquidity
• Company relied on Section 3(a)(9) exemption indicating the exchange was with existing security holders and involved no solicitation fees

Negative

• Issuance of 275,000 common shares increases common share count and may be dilutive to existing common shareholders
• Filing lacks detail on total outstanding common/preferred shares and the accounting treatment, preventing assessment of materiality
• No disclosure of board approvals or conflict-of-interest statements in the filing limits evaluation of governance process

Insights

Financial Analyst

TL;DR: Issuance of 275,000 common shares for preferred stock retires preferred shares without cash inflow; effects on capital structure are transactional and likely modest.

The transaction converts 22,000 preferred shares into common equity at a 25:1 ratio, increasing common share count by 275,000 while removing the corresponding preferred balance from the capital structure. The company received no cash proceeds and paid no solicitation fees, and invoked Section 3(a)(9) for an exempt exchange. From a financial perspective, this is a non-cash reclassification that reduces preferred obligations but expands common equity. The filing does not disclose the company's total outstanding common or preferred shares, market impact, or accounting entries; those details are necessary to quantify dilution or balance sheet effects.

Corporate Governance Expert

TL;DR: The board executed exempt exchanges and retired preferred shares; documentation appears procedural but lacks governance detail.

The company reports retiring and cancelling the exchanged Series B and Series D preferred shares and relied on a statutory exemption to bypass registration. The filing discloses no advisory fees or solicitation, which suggests direct holder negotiations. However, the report omits any board resolutions, fairness considerations, or conflict-of-interest statements that investors might expect for related-party or material capital-structure changes. The absence of those governance disclosures limits assessment of process rigor.

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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): August 27, 2025

 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 August 27, 2025, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue 175,000 shares of its common stock, $0.01 par value per share (the “Common Stock”), to an unaffiliated holder of the Company’s securities (the “August 27 Investor”) in exchange for 7,000 shares of the Company’s Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) and 7,000 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 twenty-five shares of Common Stock in exchange for one share of Series B Preferred Stock and one share of Series D Preferred Stock. The settlement of the transaction occurred on August 27, 2025.

On August 28, 2025, the Company agreed to issue an aggregate amount of 275,000 shares of Common Stock to two unaffiliated holders of the Company’s securities (together, the “August 28 Investors”) in separate exchanges for an aggregate amount of 11,000 shares of the Series D Preferred Stock and 11,000 shares of the Series B Preferred Stock. Each transaction involved the issuance of twenty-five shares of Common Stock in exchange for one share of Series B Preferred Stock and one share of Series D Preferred Stock. The settlement of the transactions occurred on August 28 and 29, 2025.

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 August 27 Investor and the August 28 Investors (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 the 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: September 2, 2025

FAQ

What did WHLR disclose about the August 28-29, 2025 transactions?

Wheeler REIT issued an aggregate of 275,000 common shares in exchange for 11,000 Series D and 11,000 Series B preferred shares; the preferred shares were retired and cancelled.

Did WHLR receive cash from the share exchanges?

No. The company did not receive any cash proceeds from these transactions.

Under what legal basis were the common shares issued?

The company relied on the Section 3(a)(9) exemption from registration, stating the exchanges were with existing holders and no solicitation fees were paid.

How many common shares were issued per preferred share?

Each transaction used a ratio of 25 shares of common stock for one share of Series B or Series D preferred stock.

Does this filing constitute an offer to exchange securities?

No. The filing explicitly states it does not constitute an offer to exchange any securities of the company.