Wheeler REIT swaps preferred for common shares

Wheeler Real Estate Investment Trust, Inc. approved two exchanges of preferred stock for common stock with existing investors.

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. approved two exchanges of preferred stock for common stock with existing investors. On August 5, 2026, the company agreed to issue 100,100 shares of common stock in exchange for 2,800 Series B Convertible Preferred and 700 Series D Cumulative Convertible Preferred shares. On August 7, 2026, it agreed to issue 77,500 common shares in exchange for 2,000 Series B and 500 Series D preferred shares. The preferred shares received in both transactions were retired and cancelled, and the company received no cash proceeds. Wheeler relied on the Section 3(a)(9) exemption under the Securities Act, as the exchanges were with existing security holders and no commissions or other remuneration were paid.

Filing Explained

The settled exchanges increase total shares and reduce existing holders’ percentage ownership, absent offsetting changes.

The company reports that both preferred-stock-for-common-stock exchanges settled in customary settlement cycles, placing them in a settled state rather than only an agreed state.

Because the transactions issued common stock, they increase the total share count and reduce an existing holder’s percentage ownership absent offsetting changes.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Common shares issued (Aug 5, 2026): 100,100 shares Series B preferred exchanged (Aug 5, 2026): 2,800 shares Series D preferred exchanged (Aug 5, 2026): 700 shares +5 more

8 metrics

Common shares issued (Aug 5, 2026) 100,100 shares Issued in exchange for Series B and Series D preferred shares

Series B preferred exchanged (Aug 5, 2026) 2,800 shares Converted into common stock and then cancelled

Series D preferred exchanged (Aug 5, 2026) 700 shares Converted into common stock and then cancelled

Common shares issued (Aug 7, 2026) 77,500 shares Issued in a second preferred-for-common exchange

Series B preferred exchanged (Aug 7, 2026) 2,000 shares Converted into common stock and then cancelled

Series D preferred exchanged (Aug 7, 2026) 500 shares Converted into common stock and then cancelled

Exchange ratio (Aug 5, 2026) 143 common shares Per four Series B and one Series D preferred share

Exchange ratio (Aug 7, 2026) 155 common shares Per four Series B and one Series D preferred share

Key Terms

Unregistered Sales of Equity Securities, Series B Convertible Preferred Stock, Series D Cumulative Convertible Preferred Stock, Section 3(a)(9), +1 more

5 terms

Unregistered Sales of Equity Securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities On August 5, 2026"

Series B Convertible Preferred Stock financial

"in exchange for 2,800 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

"and 700 shares of the Company's Series D Cumulative Convertible Preferred Stock"

Section 3(a)(9) regulatory

"in reliance upon the exemption ... contained in Section 3(a)(9) of the Securities Act"

Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.

customary settlement cycles financial

"The transaction settled in accordance with customary settlement cycles."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity transactions did WHLR complete on August 5 and 7, 2026?

Wheeler REIT completed two preferred-for-common exchanges, issuing 100,100 and 77,500 common shares in return for Series B and Series D preferred shares that were then cancelled.

How many preferred shares did WHLR exchange in these 2026 transactions?

The company exchanged 2,800 Series B and 700 Series D preferred shares on August 5, and 2,000 Series B and 500 Series D preferred shares on August 7, 2026.

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

No, WHLR received no cash proceeds. The transactions were pure exchanges of preferred stock for newly issued common shares, with the surrendered preferred shares retired and cancelled.

What legal exemption did WHLR use for these unregistered equity exchanges?

Wheeler relied on the Section 3(a)(9) exemption under the Securities Act, as the common stock was issued in exchange to existing security holders without any commission or remuneration for soliciting the transactions.

How were the exchange ratios structured in WHLR’s August 2026 transactions?

On August 5, WHLR issued 143 common shares per combination of four Series B and one Series D preferred share; on August 7, it issued 155 common shares for the same preferred-share combination.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/11/2026 - 08:45 AM EDT Learn about SEC filing dates

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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 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 3.02 Unregistered Sales of Equity Securities

On August 5, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue 100,100 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 5 Investor”) in exchange for 2,800 shares of the Company's Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and 700 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 forty-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 7, 2026, the Company agreed to issue 77,500 shares of Common Stock to an unaffiliated holder of the Company’s securities (the “August 7 Investor”) in exchange for 2,000 shares of the Series B Preferred Stock and 500 shares of the Series D Preferred Stock. The transaction involved the issuance of one hundred fifty-five 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.

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 5 Investor and the August 7 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: August 11, 2026

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 16.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 28.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.9 KB