Wheeler REIT retires Series B & D preferred in non-cash exchange

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. (WHLR) filed an 8-K (Item 3.02) disclosing an unregistered equity exchange completed on 21 Jul 2025.

• The company issued 120,000 shares of common stock (par $0.01) to an unaffiliated investor.
• In return, the investor surrendered 15,000 Series B Convertible Preferred shares and 15,000 Series D Cumulative Convertible Preferred shares.
• The exchange ratio was 8 common shares for each combined 1 Series B + 1 Series D preferred share.
• Settlement occurred on 23 Jul 2025; no cash consideration changed hands.
• The surrendered preferred shares were retired and cancelled.
• The common shares were issued under the Securities Act §3(a)(9) exemption; no commissions or other remuneration were paid.

The filing reports no additional financial metrics, guidance, or operational updates.

Positive

• 30,000 shares of Series B and Series D preferred stock were retired and cancelled, removing these securities from the capital structure.
• The exchange required no cash outlay and incurred no commissions or remuneration, preserving liquidity.

Negative

• Issuance of 120,000 new common shares increases the outstanding share count and may lead to shareholder dilution.

Insights

Financial Analyst

TL;DR: Share exchange swaps 30k preferred for 120k common; dilutes equity but removes preferred layers—overall capital-structure neutral.

The transaction converts two costly preferred classes into common equity without cash outlay. Retiring 30,000 preferred shares eliminates those securities from the capital stack, potentially simplifying dividend obligations, while 120,000 new common shares modestly expand the float. Because no pricing or market value is disclosed, the economic neutrality cannot be quantified, but the use of §3(a)(9) avoids registration expense. Impact appears limited given the small absolute share counts relative to typical REIT capitalization.

Corporate Governance Expert

TL;DR: Private share exchange executed within exemptions; no cash, no solicitation—governance impact low.

The board authorized an arm’s-length exchange with an existing holder, relying on a well-established exemption, thus maintaining compliance while reducing outstanding preferred instruments. Cancellation of the preferred shares removes associated rights and preferences, marginally simplifying governance. Because the investor was unaffiliated and no inducement fees were paid, minority shareholder protections remain intact. Disclosure is routine and satisfies 8-K requirements.

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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): July 21, 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 July 21, 2025, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue 120,000 shares of its common stock, $0.01 par value per share (the “Common Stock”), to an unaffiliated holder of the Company’s securities (the “Investor”) in exchange for 15,000 shares of the Company’s Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) and 15,000 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 eight 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 July 23, 2025.

The Company did not receive any cash proceeds in the 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: July 25, 2025

FAQ

What did WHLR disclose in its July 2025 8-K?

It announced an unregistered exchange of 120,000 common shares for 30,000 preferred shares (Series B & D), completed on 23 Jul 2025.

How many common shares were issued by Wheeler REIT?

The company issued 120,000 new common shares.

Which preferred stock classes were exchanged?

15,000 Series B Convertible Preferred and 15,000 Series D Cumulative Convertible Preferred shares were surrendered.

Did WHLR receive cash from the transaction?

No. The exchange was non-cash; the company received only the preferred shares, which were then cancelled.

What exemption did Wheeler use for the share issuance?

The issuance relied on Securities Act §3(a)(9), exempting exchanges with existing security holders from registration.

When was the exchange settled?

Settlement occurred on 23 Jul 2025.