Wheeler Real Estate Investment Trust (NASDAQ: WHLR) updates note and Series D conversions

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. updated investors on January Series D preferred redemptions and an automatic reset of its 7.00% Subordinated Convertible Notes due 2031 conversion terms. Based on a Common Stock price of approximately $2.11 per share, the Notes’ conversion price was adjusted to about $1.16 per share, or roughly 21.50 shares of Common Stock for each $25.00 of principal, a 45% discount to $2.11.

For the January 2026 cycle, one holder redeemed 700 shares of Series D Preferred Stock at a Redemption Price of about $42.20 per share, settled with 13,974 Common shares. Cumulatively, 398 redemption requests have redeemed 1,759,881 Series D Preferred shares, with about 459,000 Common shares issued in total. As of January 6, 2026, the company had 1,909,573 Common shares and 1,577,848 Series D Preferred shares outstanding, and it outlined the next redemption deadlines on January 25, 2026 and February 5, 2026.

Positive

• None.

Negative

• Conversion terms of 7.00% Subordinated Convertible Notes reset to a roughly $1.16 per-share price (about 21.50 shares per $25 principal), a 45% discount to $2.11, which can increase potential dilution for existing common shareholders.
• Ongoing Series D Preferred Stock redemptions have resulted in approximately 459,000 Common shares being issued to date, adding to equity overhang.

Insights

Equity and capital structure analyst

Lower note conversion price and ongoing preferred redemptions increase common share overhang.

The company reports that the 7.00% Subordinated Convertible Notes due 2031 now convert at about $1.16 per share of Common Stock, or approximately 21.50 shares per $25.00 of principal, after a reset tied to a roughly $2.11 Common Stock price. This represents a 45% discount to $2.11, making conversion into equity more economically attractive for noteholders.

On the preferred side, the January 2026 cycle saw 700 Series D Preferred shares redeemed at about $42.20 per share, settled with 13,974 Common shares. Cumulatively, 1,759,881 Series D Preferred shares have been redeemed through 398 requests, with about 459,000 Common shares issued in aggregate. This indicates a consistent pattern of preferred-for-common exchanges.

As of January 6, 2026, 1,909,573 Common shares and 1,577,848 Series D Preferred shares were outstanding. The next key dates are the January 25, 2026 redemption election deadline and the February 5, 2026 Holder Redemption Date, which will determine additional Series D redemptions and any related Common share issuance.

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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): January 5, 2026

 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 8.01 Other Events

Conversion Price of 7.00% Subordinated Convertible Notes due 2031

Item 8.01 of this Current Report on Form 8-K as to the redemptions by the holders of Wheeler Real Estate Investment Trust, Inc.’s (the “Company”) Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) is incorporated herein by reference.

For the January redemptions, the lowest price at which any Series D Preferred Stock was converted by a holder thereof into the Company’s common stock, par value $0.01 (“Common Stock”) was approximately $2.11. Accordingly, pursuant to Section 14.02 (Optional Conversion) of the indenture governing the Company’s 7.00% Subordinated Convertible Notes due 2031 (the “Notes”), the conversion price for the Notes was further adjusted to approximately $1.16 per share of Common Stock (approximately 21.50 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $2.11.

Results of January 2026 Series D Preferred Stock Redemptions

•The 28th monthly “Holder Redemption Date” occurred on January 5, 2026.

•The Company processed one redemption request from a holder of its Series D Preferred Stock, redeeming 700 shares of Series D Preferred Stock for a redemption price of approximately $42.20 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the January 5, 2026 Holder Redemption Date) (the “Redemption Price”).

•The Company settled the aggregate Redemption Price through the issuance of 13,974 shares of its Common Stock.

•The volume weighted average of the closing sales price, as reported on the Nasdaq Capital Market, per share of Common Stock for the ten consecutive trading days immediately preceding, but not including, the January 5, 2026 Holder Redemption Date was approximately $2.11.

Cumulative Series D Preferred Stock Redemption Information

•To date, the Company has processed 398 redemption requests, collectively redeeming 1,759,881 shares of Series D Preferred Stock.

•The Company has issued approximately 459,000 shares of its Common Stock in settlement of all such redemption requests in the aggregate.

•As of January 6, 2026, the Company had 1,909,573 shares of Common Stock and 1,577,848 shares of Series D Preferred Stock outstanding.

February 2026 Redemptions

•The deadline for the next monthly round of Series D Preferred Stock redemptions is January 25, 2026.

•The next monthly Holder Redemption Date will occur on February 5, 2026.

•Required redemption forms and a list of frequently asked questions can each be found on the Company’s website at https://ir.whlr.us/series-d/series-d-redemption.

Information contained on the Company’s website is not incorporated by reference into this Current Report on Form 8-K and should not be considered to be part of this Current Report on Form 8-K.

Forward-Looking Statements.

This Current Report on Form 8-K includes forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as "will, "anticipates," "possible," "likely," "plans," and “expects”, or the negative of such terms, or other comparable terminology. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Current Report on Form 8-K, and the Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein, or to reflect any change in our expectations with regard thereto or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required by applicable law.

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/ Crystal Plum
						Name: Crystal Plum
						Title: Chief Financial Officer

Dated: January 6, 2026

FAQ

What capital structure update did Wheeler Real Estate Investment Trust (WHLR) disclose in this 8-K?

The company reported that, based on recent Series D Preferred Stock conversions at about $2.11 per share of Common Stock, the conversion price of its 7.00% Subordinated Convertible Notes due 2031 was adjusted to approximately $1.16 per share, or about 21.50 Common shares for each $25.00 of principal.

How many Series D Preferred shares did WHLR redeem in the January 2026 cycle and how was it settled?

For the January 2026 round, Wheeler Real Estate Investment Trust redeemed 700 shares of its Series D Preferred Stock at a Redemption Price of about $42.20 per share, settling the total Redemption Price through the issuance of 13,974 shares of Common Stock.

What are the cumulative Series D Preferred Stock redemptions reported by WHLR?

To date, the company has processed 398 redemption requests, collectively redeeming 1,759,881 shares of Series D Preferred Stock and issuing approximately 459,000 shares of Common Stock in settlement of all such redemptions in the aggregate.

How many WHLR Common and Series D Preferred shares are outstanding after these redemptions?

As of January 6, 2026, Wheeler Real Estate Investment Trust had 1,909,573 shares of Common Stock and 1,577,848 shares of Series D Preferred Stock outstanding.

What are the next key dates for WHLR Series D Preferred Stock redemptions?

The deadline for the next monthly round of Series D Preferred Stock redemptions is January 25, 2026, and the next monthly Holder Redemption Date will occur on February 5, 2026.

Where can WHLR Series D Preferred holders find redemption forms and additional information?

Required redemption forms and a list of frequently asked questions are available on the company’s website at https://ir.whlr.us/series-d/series-d-redemption, though the information there is stated not to be incorporated by reference.