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Wheeler Real Estate (NASDAQ: WHLR) cancels preferred via stock swaps

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

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. entered into a series of non‑cash exchanges in April and May 2026, issuing common stock in return for its outstanding preferred stock. On April 20, it agreed to issue 25,000 common shares in exchange for 1,000 shares of Series D Cumulative Convertible Preferred Stock and 2,000 shares of Series B Convertible Preferred Stock. On April 24, it agreed to issue 13,000 common shares for 500 Series D and 1,000 Series B shares. On May 1, it agreed to issue 33,516 common shares to two investors for a total of 1,197 Series D and 2,394 Series B shares. On May 4, it agreed to issue 65,000 common shares for 2,500 Series D and 5,000 Series B shares. The company received no cash proceeds, and all exchanged preferred shares were retired and cancelled. The issuances relied on the Section 3(a)(9) exemption under the Securities Act as exchanges with existing security holders, with no commissions paid.

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Insights

Wheeler swaps preferred into common stock with no cash proceeds.

Wheeler Real Estate Investment Trust is exchanging multiple blocks of Series B and Series D preferred stock for newly issued common shares. These are private transactions with unaffiliated existing security holders and involve no cash changing hands.

The company is retiring and cancelling all preferred shares surrendered in these deals. That simplifies its capital stack by reducing outstanding preferred obligations while increasing the common share count, shifting value and rights from preferred holders to common.

The exchanges rely on the Section 3(a)(9) exemption, meaning they are treated as securities-for-securities swaps with no commissions. The overall impact on common shareholders depends on the relative size of these issuances versus total shares outstanding, which is not detailed in this excerpt.

Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Common stock issued April 20, 2026 25,000 shares Exchanged for 1,000 Series D and 2,000 Series B preferred shares
Common stock issued April 24, 2026 13,000 shares Exchanged for 500 Series D and 1,000 Series B preferred shares
Common stock issued May 1, 2026 33,516 shares Exchanged for 1,197 Series D and 2,394 Series B preferred shares
Common stock issued May 4, 2026 65,000 shares Exchanged for 2,500 Series D and 5,000 Series B preferred shares
Preferred stock cancelled April 20, 2026 3,000 shares 1,000 Series D and 2,000 Series B retired and cancelled
Preferred stock cancelled April 24, 2026 1,500 shares 500 Series D and 1,000 Series B retired and cancelled
Unregistered Sales of Equity Securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities On April 20, 2026"
Series D Cumulative Convertible Preferred Stock financial
"1,000 shares of the Company’s Series D Cumulative Convertible Preferred Stock"
Series B Convertible Preferred Stock financial
"2,000 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.
Section 3(a)(9) of the Securities Act regulatory
"in reliance upon the exemption ... contained in Section 3(a)(9) of the Securities Act"
customary settlement cycles financial
"The transaction settled in accordance with customary settlement cycles."

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FAQ

What did Wheeler Real Estate Investment Trust (WHLR) disclose in this 8-K?
Wheeler Real Estate Investment Trust disclosed several non-cash exchanges where it issued common stock for existing Series B and Series D preferred shares. The exchanged preferred shares were then retired and cancelled, adjusting WHLR’s capital structure without bringing in new cash proceeds.

How many WHLR common shares were issued on April 20 and April 24, 2026?
On April 20, 2026 WHLR agreed to issue 25,000 common shares for 1,000 Series D and 2,000 Series B preferred shares. On April 24, 2026 it agreed to issue 13,000 common shares in exchange for 500 Series D and 1,000 Series B preferred shares.

What exchanges involving WHLR preferred stock occurred on May 1 and May 4, 2026?
On May 1, 2026 WHLR agreed to issue 33,516 common shares to two investors for 1,197 Series D and 2,394 Series B preferred shares. On May 4, 2026 it agreed to issue 65,000 common shares for 2,500 Series D and 5,000 Series B preferred shares.

Did Wheeler Real Estate Investment Trust (WHLR) receive cash from these stock exchanges?
No, WHLR did not receive any cash proceeds from these transactions. The company exchanged newly issued common stock for outstanding Series B and Series D preferred shares, which were then retired and cancelled, making these purely securities-for-securities swaps.

Under what exemption were WHLR’s common stock issuances made?
WHLR relied on Section 3(a)(9) of the Securities Act of 1933. The company treated the issuances as exchanges with existing holders of its securities, and no commission or other remuneration was paid or given for soliciting these transactions, fitting the requirements of that exemption.

How were WHLR’s exchange ratios structured between common and preferred shares?
Each transaction used a fixed ratio of common shares for preferred shares. Depending on the date, WHLR issued between twenty-five and twenty-eight common shares in exchange for two Series B Convertible Preferred shares and one Series D Cumulative Convertible Preferred share in each exchange unit.
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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 1, 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 3.02 Unregistered Sales of Equity Securities

On April 20, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue 25,000 shares of its common stock, $0.01 par value per share (the “Common Stock”), to an unaffiliated holder of the Company’s securities (the “April 20 Investor”) in exchange for 1,000 shares of the Company’s Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) and 2,000 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 two shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transaction settled in accordance with customary settlement cycles.

On April 24, 2026, the Company agreed to issue 13,000 shares of Common Stock to an unaffiliated holder of the Company’s securities (the “April 24 Investor”) in exchange for 500 shares of the Series D Preferred Stock and 1,000 shares of the Series B Preferred Stock. The transaction involved the issuance of twenty-six shares of Common Stock in exchange for two shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transaction settled in accordance with customary settlement cycles.

On May 1, 2026 the Company agreed to issue an aggregate amount of 33,516 shares of Common Stock to two unaffiliated holders of the Company’s securities (together, the “May 1 Investors”) in separate exchanges for an aggregate amount of 1,197 shares of the Series D Preferred Stock and 2,394 Series B Preferred Stock . Each transaction involved the issuance of twenty-eight shares of Common Stock in exchange for two shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transactions settled in accordance with customary settlement cycles.

On May 4, 2026, the Company agreed to issue 65,000 shares of Common Stock to an unaffiliated holder of the Company’s securities (the “May 4 Investor”) in exchange for 2,500 shares of the Series D Preferred Stock and 5,000 shares of the Series B Preferred Stock. The transaction involved the issuance of twenty-six shares of Common Stock in exchange for two shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transaction settled in accordance with customary settlement cycles.

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 April 20 Investor, the April 24 Investor, the May 1 Investors and the May 4 Investor (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 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: May 6, 2026


Source: View Original Filing on SEC EDGAR

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