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Wheeler REIT (NASDAQ: WHLR) issues 757,850 common shares in preferred stock exchange

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

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. agreed to issue 757,850 shares of common stock in private exchanges with three unaffiliated investors. In return, the investors surrendered a total of 15,157 shares of Series D Cumulative Convertible Preferred Stock and 30,314 shares of Series B Convertible Preferred Stock.

Each exchange used a fixed ratio of fifty common shares for two Series B and one Series D preferred share. The company received no cash; the preferred shares exchanged were retired and cancelled, simplifying its capital structure. The issuance relied on the Section 3(a)(9) exemption from Securities Act registration.

Positive

  • None.

Negative

  • None.
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 757,850 shares Common stock issued in exchange for preferred stock
Series D preferred exchanged 15,157 shares Series D Cumulative Convertible Preferred Stock surrendered
Series B preferred exchanged 30,314 shares Series B Convertible Preferred Stock surrendered
Exchange ratio 50 common : 2 Series B + 1 Series D Per-transaction share exchange terms
Cash proceeds $0 Company received no cash in the exchange transactions
Unregistered Sales of Equity Securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities On May 21, 2026"
Series D Cumulative Convertible Preferred Stock financial
"15,157 shares of the Company’s Series D Cumulative Convertible Preferred Stock"
Series B Convertible Preferred Stock financial
"30,314 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.
Section 3(a)(9) of the Securities Act regulatory
"in reliance upon the exemption ... contained in Section 3(a)(9) of the Securities Act"
customary settlement cycles financial
"The transactions settled in accordance with customary settlement cycles."

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FAQ

What did Wheeler Real Estate Investment Trust (WHLR) announce in this 8-K?
Wheeler Real Estate Investment Trust, Inc. agreed to issue 757,850 common shares in exchange for outstanding preferred shares. Three unaffiliated investors swapped Series B and Series D preferred stock, and all exchanged preferred shares were retired and cancelled, altering WHLR’s capital structure.

How many WHLR common shares were issued in the exchange transactions?
The company agreed to issue 757,850 shares of its common stock. These shares were issued to three unaffiliated investors in separate exchange transactions for existing Series B and Series D preferred stock, with no cash proceeds received by Wheeler Real Estate Investment Trust, Inc.

Which Wheeler (WHLR) preferred securities were exchanged for common stock?
Investors exchanged 15,157 shares of Series D Cumulative Convertible Preferred Stock and 30,314 shares of Series B Convertible Preferred Stock. In return, Wheeler Real Estate Investment Trust, Inc. issued 757,850 common shares and then retired and cancelled all preferred shares involved in the exchanges.

What was the exchange ratio between WHLR common and preferred shares?
Each transaction used an exchange ratio of fifty common shares for two Series B preferred shares and one Series D preferred share. This fixed structure governed all exchanges with the three unaffiliated investors described by Wheeler Real Estate Investment Trust, Inc. in the report.

Did Wheeler Real Estate Investment Trust (WHLR) receive cash from these exchanges?
The company did not receive any cash proceeds from the transactions. Instead, Wheeler Real Estate Investment Trust, Inc. exchanged newly issued common shares for outstanding preferred shares, which were then retired and cancelled as part of a non-cash capital structure adjustment.

What securities law exemption did WHLR rely on for this common stock issuance?
Wheeler Real Estate Investment Trust, Inc. relied on Section 3(a)(9) of the Securities Act of 1933. The exemption applied because the common stock was exchanged with existing holders of the company’s securities, and no commission or other remuneration was 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): May 21, 2026
 WHEELER REAL ESTATE INVESTMENT TRUST, INC.
(Exact name of registrant as specified in its charter)  
Maryland 001-3571345-2681082
(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 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 StockWHLRD
Nasdaq Capital Market
7.00% Subordinated Convertible Notes due 2031WHLRL
Nasdaq Capital Market



Item 3.02 Unregistered Sales of Equity Securities

On May 21, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 757,850 shares of its common stock, $0.01 par value per share (the “Common Stock”), to three unaffiliated holders of the Company’s securities (together, the “Investors”) in separate exchanges for an aggregate amount of 15,157 shares of the Company’s Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) and 30,314 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”). Each transaction involved the issuance of fifty shares of Common Stock in exchange for two shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transactions 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 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: May 27, 2026


Source: View Original Filing on SEC EDGAR

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