Wheeler REIT to issue 517K shares in preferred swap

The exchanged Series B and Series D preferred shares have been retired and cancelled, and Wheeler received no cash proceeds from the transaction.

Rhea-AI Filing Summary

On October 13, 2026, Wheeler Real Estate Investment Trust, Inc. (WHLR) agreed to issue 517,000 common shares to an unaffiliated holder in exchange for 11,000 Series B preferred shares and 2,750 Series D cumulative convertible preferred shares. The stated exchange is 188 common shares for one Series D share and four Series B shares.

Wheeler did not receive cash proceeds, and the exchanged preferred shares have been retired and cancelled. Settlement is expected in accordance with customary settlement cycles. The common stock issuance relied on the Securities Act exemption in Section 3(a)(9); no commission or other remuneration was paid for soliciting the transaction.

Filing Explained

Wheeler has agreed to issue 517,000 common shares in exchange for preferred shares, with settlement expected; once issued, the larger share count will reduce existing common holders’ percentage ownership, while the exchanged preferred shares are retired and no cash is received.

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 to be issued: 517,000 shares Series B Preferred Stock exchanged: 11,000 shares Series D Cumulative Convertible Preferred Stock exchanged: 2,750 shares +1 more

4 metrics

Common shares to be issued 517,000 shares Agreed exchange with an unaffiliated holder

Series B Preferred Stock exchanged 11,000 shares Agreed exchange

Series D Cumulative Convertible Preferred Stock exchanged 2,750 shares Agreed exchange

Exchange terms 188 common shares for one Series D share and four Series B shares Stated exchange ratio

Key Terms

Section 3(a)(9), par value, customary settlement cycles

3 terms

Section 3(a)(9) regulatory

"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.

par value financial

"Common Stock, $0.01 par value per share"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

customary settlement cycles technical

"settle in accordance with customary settlement cycles"

FAQ

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

How many WHLR common shares will be issued in the preferred-stock exchange?

Wheeler agreed to issue 517,000 common shares in exchange for 11,000 Series B preferred shares and 2,750 Series D preferred shares. The stated exchange is 188 common shares for one Series D share and four Series B shares.

Did Wheeler receive cash for the WHLR preferred-stock exchange?

Wheeler did not receive cash proceeds, and the Series B and Series D preferred shares exchanged have been retired and cancelled.

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

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Available on EDGAR 10/19/2026 - 04:06 PM EDT Accepted by SEC EDGAR 10/19/2026 - 04:06 PM 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): October 13, 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 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 October 13, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue 517,000 shares of its common stock, $0.01 par value per share (the “Common Stock”), to an unaffiliated holder of the Company’s securities (the “Investor”) in exchange for 11,000 shares of the Company's Series B Preferred Stock (the “Series B Preferred Stock”) and 2,750 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 eighty-eight shares of Common Stock in exchange for one share of Series D Preferred Stock and four shares of the Series B Preferred Stock. The Company expects the transaction to settle in accordance with customary settlement cycles.

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

The Company issued the Common Stock to the Investor 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 Investor constituted an exchange with an existing holder of the Company’s securities, and no commission or other remuneration was paid or given directly or indirectly for soliciting such transaction.

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: October 19, 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 28.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.9 KB