Wheeler REIT (WHLR) swaps preferred stock for common shares with investors

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. disclosed two small stock-for-stock exchanges that converted preferred shares into common stock without raising cash. On December 12, 2025, the company agreed to issue 96,000 shares of common stock in exchange for 6,000 Series D Cumulative Convertible Preferred shares and 12,000 Series B Convertible Preferred shares, settling the same day. On December 16, 2025, it agreed to issue an additional 16,000 common shares for 1,000 Series D and 2,000 Series B preferred shares, settling on December 17, 2025.

The company received no cash proceeds from these transactions, and all exchanged preferred shares were retired and cancelled, simplifying its capital structure by reducing preferred stock outstanding while increasing common shares. The common stock was issued to existing security holders under the Section 3(a)(9) exemption, with no commissions or other remuneration paid for soliciting the exchanges.

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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): December 12, 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 December 12, 2025, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue 96,000 shares of its common stock, $0.01 par value per share (the “Common Stock”), to an unaffiliated holder of the Company’s securities (the “December 12 Investor”) in exchange for 6,000 shares of the Company’s Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) and 12,000 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 sixteen shares of Common Stock in exchange for two shares of Series B Preferred Stock and one share of Series D Preferred Stock. The settlement of the transaction occurred on December 12, 2025.

On December 16, 2025, the Company agreed to issue 16,000 shares of Common Stock to an unaffiliated holder of the Company’s securities (the “December 16 Investor”) in exchange for 1,000 shares of the Series D Preferred Stock and 2,000 shares of the Series B Preferred Stock. The transaction involved the issuance of sixteen shares of Common Stock in exchange for two shares of Series B Preferred Stock and one share of Series D Preferred Stock. The settlement of the transaction occurred on December 17, 2025.

The Company did not receive any cash proceeds in the transactions, and the shares of the Preferred Stock exchanged have been retired and cancelled.

The Company issued the Common Stock to the December 12 Investor and December 16 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: December 17, 2025

FAQ

What did Wheeler Real Estate Investment Trust (WHLR) announce in this 8-K?

Wheeler Real Estate Investment Trust, Inc. reported that it exchanged certain preferred shares held by two unaffiliated investors for newly issued common stock, with the exchanged preferred shares retired and cancelled and no cash changing hands.

How many Wheeler (WHLR) common shares were issued in these exchanges?

The company agreed to issue 96,000 shares of common stock on December 12, 2025 and 16,000 shares of common stock in a second transaction agreed on December 16, 2025.

Which preferred stock series did Wheeler (WHLR) exchange for common stock?

The exchanges involved Wheeler’s Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock, which were surrendered by the investors in return for common stock.

What were the exact preferred share amounts exchanged by Wheeler (WHLR)?

In the first transaction, investors exchanged 6,000 shares of Series D and 12,000 shares of Series B preferred stock. In the second, they exchanged 1,000 shares of Series D and 2,000 shares of Series B preferred stock.

Did Wheeler Real Estate Investment Trust (WHLR) receive any cash from these transactions?

No. The company explicitly states that it did not receive any cash proceeds from the exchanges; the consideration was entirely in the form of preferred shares that were then retired and cancelled.

Under what legal exemption did Wheeler (WHLR) issue the new common stock?

The common stock issued in these exchanges relied on the Section 3(a)(9) exemption from registration under the Securities Act, as the transactions were exchanges with existing holders and no commission or other remuneration was paid for soliciting them.

Does this filing mean Wheeler (WHLR) is offering to exchange any other securities?

No. The company states that this disclosure does not constitute an offer to exchange any of its securities for common stock, Series D preferred stock, Series B preferred stock, or any other securities.