Wheeler REIT (NASDAQ: WHLR) boosts dilution via note reset, Series D redemptions

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. updated investors on the conversion mechanics of its 7.00% Subordinated Convertible Notes due 2031 and recent Series D preferred stock redemptions. Following February conversions of Series D shares into common stock at about $4.72 per share, the notes’ conversion price reset to approximately $2.60 per share, or about 9.62 common shares for each $25.00 of note principal.

On February 5, 2026, holders redeemed 10,700 Series D shares at an approximate Redemption Price of $42.35 per share, which the company settled by issuing 95,904 common shares. Cumulatively, 1,770,581 Series D shares have been redeemed across 400 requests, with about 249,000 common shares issued in total. As of February 6, 2026, Wheeler had 790,739 common shares and 1,577,898 Series D preferred shares outstanding, and the next monthly redemption cycle runs through a February 25, 2026 deadline with a March 5, 2026 Holder Redemption Date.

Insights

Capital structure and REIT securities analyst

Note conversion reset and preferred redemptions drive meaningful equity dilution.

The company reset the conversion price on its 7.00% Subordinated Convertible Notes due 2031 to about $2.60 per share after February Series D preferred conversions at roughly $4.72. This materially increases the number of common shares issuable per $25.00 note, amplifying potential future dilution for common shareholders.

February’s 10,700 Series D preferred shares were redeemed at an estimated $42.35 each and settled entirely in stock, adding 95,904 common shares. As of February 6, 2026, only 790,739 common shares were outstanding, so this monthly issuance is sizable relative to the existing equity base.

Cumulatively, 1,770,581 Series D preferred shares have been redeemed via 400 requests, with about 249,000 common shares issued so far and 1,577,898 Series D shares still outstanding. With the next redemption deadline on February 25, 2026 and a Holder Redemption Date on March 5, 2026, additional redemptions and note conversions could further expand the share count, depending on holder behavior and market prices.

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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): February 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 February 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 $4.72. 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 2.60 per share of Common Stock (approximately 9.62 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $4.72.

Results of February 2026 Series D Preferred Stock Redemptions

•The 29th monthly “Holder Redemption Date” occurred on February 5, 2026.

•The Company processed two redemption requests from holders of its Series D Preferred Stock, collectively redeeming 10,700 shares of Series D Preferred Stock for a redemption price of approximately $42.35 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the February 5, 2026 Holder Redemption Date) (the “Redemption Price”).

•The Company settled the aggregate Redemption Price through the issuance of 95,904 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 February 5, 2026 Holder Redemption Date was approximately $4.72.

Cumulative Series D Preferred Stock Redemption Information

•To date, the Company has processed 400 redemption requests, collectively redeeming 1,770,581 shares of Series D Preferred Stock.

•The Company has issued approximately 249,000 shares of its Common Stock in settlement of all such redemption requests in the aggregate.

•As of February 6, 2026, the Company had 790,739 shares of Common Stock and 1,577,898 shares of Series D Preferred Stock outstanding.

March 2026 Redemptions

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

•The next monthly Holder Redemption Date will occur on March 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: February 6, 2026

FAQ

What did Wheeler Real Estate Investment Trust (WHLR) disclose about its 2031 convertible notes?

Wheeler reset the conversion price on its 7.00% Subordinated Convertible Notes due 2031 to approximately $2.60 per common share. This equals about 9.62 shares of common stock for each $25.00 of note principal, following recent Series D preferred conversions near $4.72 per share.

How many Series D preferred shares did WHLR redeem in February 2026 and on what terms?

On February 5, 2026, Wheeler redeemed 10,700 Series D preferred shares at an approximate Redemption Price of $42.35 per share. That amount reflected the $25.00 liquidation preference plus all accrued but unpaid dividends through the February 5, 2026 Holder Redemption Date.

How many WHLR common shares were issued for the February 2026 Series D redemptions?

To settle the February 2026 Series D preferred redemptions, Wheeler issued 95,904 shares of its common stock. The company used stock rather than cash to satisfy the aggregate Redemption Price tied to the 10,700 Series D preferred shares redeemed that month.

What cumulative Series D preferred stock redemptions has WHLR processed to date?

Wheeler has handled 400 redemption requests to date, collectively redeeming 1,770,581 Series D preferred shares. In aggregate, the company has issued approximately 249,000 common shares to settle all of these Series D preferred redemptions since the program began.

What are WHLR’s current outstanding common and Series D preferred share counts?

As of February 6, 2026, Wheeler had 790,739 common shares and 1,577,898 Series D preferred shares outstanding. These figures reflect the impact of all processed Series D redemption requests and related common share issuances up to that date.

When is the next Series D preferred redemption cycle for WHLR?

For the next monthly cycle, the deadline for Series D preferred redemption requests is February 25, 2026. The corresponding monthly Holder Redemption Date, when approved redemptions are processed, will occur on March 5, 2026, under the company’s ongoing redemption framework.