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Wheeler REIT (NASDAQ: WHLR) trades preferred for common as August share swaps stack up

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

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. (WHLR) reports several exchanges of preferred stock for common stock with unaffiliated existing security holders. On August 11, 2026, the company agreed to issue 103,800 common shares in exchange for 2,400 Series B Convertible Preferred shares and 600 Series D Cumulative Convertible Preferred shares. On August 13, 2026, it agreed to issue 172,000 common shares in exchange for 4,000 Series B and 1,000 Series D shares. On August 17, 2026, it agreed to issue 300,000 common shares in exchange for 6,000 Series B and 1,500 Series D shares. The company states it received no cash proceeds, and the exchanged preferred shares have been retired and cancelled. The issuances were made as unregistered exchanges under Section 3(a)(9) of the Securities Act.

Positive

  • None.

Negative

  • None.

Filing Explained

The company reports that its August 11, 13, and 17 preferred-for-common exchanges settled, completing issuance of 103,800, 172,000, and 300,000 common shares; absent offsetting changes, the larger common share count reduces existing holders’ percentage ownership.

Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Common shares issued (Aug 11, 2026) 103,800 shares Issued in exchange for 2,400 Series B and 600 Series D preferred shares
Preferred exchanged (Aug 11, 2026) 2,400 Series B; 600 Series D Exchanged for 103,800 common shares and then retired and cancelled
Common shares issued (Aug 13, 2026) 172,000 shares Issued in exchange for 4,000 Series B and 1,000 Series D preferred shares
Preferred exchanged (Aug 13, 2026) 4,000 Series B; 1,000 Series D Exchanged for 172,000 common shares and then retired and cancelled
Common shares issued (Aug 17, 2026) 300,000 shares Issued in exchange for 6,000 Series B and 1,500 Series D preferred shares
Preferred exchanged (Aug 17, 2026) 6,000 Series B; 1,500 Series D Exchanged for 300,000 common shares and then retired and cancelled
Unregistered Sales of Equity Securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities On August 11, 2026"
Series B Convertible Preferred Stock financial
"exchange for 2,400 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.
Series D Cumulative Convertible Preferred Stock financial
"600 shares of the Company's Series D Cumulative Convertible Preferred Stock"
Section 3(a)(9) of the Securities Act regulatory
"in reliance upon the exemption from the registration requirements ... Section 3(a)(9)"
customary settlement cycles financial
"The transaction settled in accordance with customary settlement cycles."

FAQ

What equity exchange did WHLR announce on August 11, 2026?
On August 11, 2026, WHLR agreed to issue 103,800 shares of common stock in exchange for 2,400 Series B and 600 Series D preferred shares. The preferred shares received in the exchange were retired and cancelled.

What transactions did WHLR disclose for August 13, 2026?
On August 13, 2026, WHLR agreed to issue 172,000 shares of common stock to an unaffiliated holder in exchange for 4,000 Series B and 1,000 Series D preferred shares. The company reported that this exchange generated no cash proceeds.

What was the August 17, 2026 exchange described by WHLR?
On August 17, 2026, WHLR agreed to issue 300,000 shares of common stock in exchange for 6,000 Series B and 1,500 Series D preferred shares. The company stated the exchanged preferred shares were retired and cancelled.

Did WHLR receive cash from these August 2026 exchange transactions?
No, WHLR reported that it did not receive any cash proceeds from the exchanges of preferred stock for common stock. The transactions were exchanges of existing securities, and the preferred shares were retired and cancelled.

Under what exemption did WHLR issue the new common shares?
WHLR relied on Section 3(a)(9) of the Securities Act to issue the common shares. The company described the deals as exchanges with existing security holders and reported that no commission or other remuneration was paid for soliciting the transactions.

Why wasn’t WHLR’s August 11, 2026 transaction initially disclosed under Item 3.02?
WHLR stated the August 11, 2026 common stock issuance constituted less than 5% of its then-outstanding common shares. Based on that level, the company indicated that Item 3.02 disclosure was not required at the time of the initial transaction.

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Understanding 8-K Material Events →
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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 13, 2026
 WHEELER REAL ESTATE INVESTMENT TRUST, INC.
(Exact name of registrant as specified in its charter)  
Maryland001-3571345-2681082
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareWHLR
Nasdaq Capital Market
Series B Convertible Preferred StockWHLRP
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 August 11, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue 103,800 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 11 Investor”) in exchange for 2,400 shares of the Company's Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and 600 shares of the Company's Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock” and, together with the Series B Preferred Stock, the “Preferred Stock”). The transaction involved the issuance of one hundred seventy-three shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transaction settled in accordance with customary settlement cycles.

On August 13, 2026, the Company agreed to issue 172,000 shares of Common Stock to an unaffiliated holder of the Company’s securities (the “August 13 Investor”) in exchange for 4,000 shares of the Series B Preferred Stock and 1,000 shares of the Series D Preferred Stock. The transaction involved the issuance of one hundred seventy-two shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transaction settled in accordance with customary settlement cycles.

On August 17, 2026, the Company agreed to issue 300,000 shares of Common Stock to an unaffiliated holder of the Company’s securities (the “August 17 Investor”) in exchange for 6,000 shares of the Series B Preferred Stock and 1,500 shares of the Series D Preferred Stock. The transaction involved the issuance of two hundred shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transaction settled in accordance with customary settlement cycles.

Prior to the transaction of August 13, 2026, the Company issued, on August 11, 2026, shares of Common Stock that constituted less than 5% of the number of outstanding shares of Common Stock, and therefore disclosure of such transaction under Item 3.02 was not required at that time.

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 11 Investor, the August 13 Investor and the August 17 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/ Patrick Gundlach
PATRICK GUNDLACH
Chief Accounting Officer

Dated: August 19, 2026


Source: View Original Filing on SEC EDGAR

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