Wheeler REIT to issue 917,868 shares in preferred swap

The exchanged Series B and Series D preferred shares were retired and cancelled, and WHLR received no cash proceeds.

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. (WHLR) agreed to issue common shares in exchange for preferred shares held by unaffiliated investors: 917,868 common shares for 53,058 Series B and 10,758 Series D shares on October 6, 2026; 780,881 common shares for 48,529 Series B and 2,475 Series D shares on October 7; 824,696 common shares for 33,372 Series B and 4,000 Series D shares on October 8; and 125,874 common shares for 6,993 Series B shares on October 9. The company stated it received no cash proceeds and that the exchanged preferred shares were retired and cancelled. Settlement was expected in accordance with customary settlement cycles.

Filing Explained

The company reports the common shares as issued, while saying settlement was expected under customary cycles; issuance increases the common share count and reduces existing holders’ percentage ownership.

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 agreed to be issued: 917,868 shares Common shares agreed to be issued: 780,881 shares Common shares agreed to be issued: 824,696 shares +1 more

4 metrics

Common shares agreed to be issued 917,868 shares October 6, 2026 exchange transactions

Common shares agreed to be issued 780,881 shares October 7, 2026 exchange transactions

Common shares agreed to be issued 824,696 shares October 8, 2026 exchange transactions

Common shares agreed to be issued 125,874 shares October 9, 2026 exchange transactions

Key Terms

Section 3(a)(9), customary settlement cycles, retired and cancelled

3 terms

Section 3(a)(9) regulatory

"exemption from the registration requirements"

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

"settle in accordance with customary settlement cycles"

retired and cancelled financial

"the shares of the Preferred Stock exchanged have been retired and cancelled"

FAQ

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

What exemption did WHLR rely on for its preferred-stock exchanges?

Wheeler relied on Section 3(a)(9) of the Securities Act, stating that the common-share issuance was an exchange with existing holders of the company’s securities. It also stated that no commission or other remuneration was paid or given, directly or indirectly, for soliciting the transactions.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/13/2026 - 04:06 PM EDT Accepted by SEC EDGAR 10/13/2026 - 04:05 PM EDT Learn about SEC filing dates

0001527541FALSE00015275412026-10-062026-10-060001527541us-gaap:CommonStockMember2026-10-062026-10-060001527541us-gaap:SeriesBPreferredStockMember2026-10-062026-10-060001527541us-gaap:SeriesDPreferredStockMember2026-10-062026-10-060001527541us-gaap:ConvertibleSubordinatedDebtMember2026-10-062026-10-06

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 6, 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 6, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 917,868 shares of its common stock, $0.01 par value per share (the “Common Stock”), to several unaffiliated holders of the Company’s securities (together, the “October 6 Investors”) in exchange for an aggregate amount of 53,058 shares of the Company's Series B Preferred Stock (the “Series B Preferred Stock”) and 10,758 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”) in six separate transactions. Three of the transactions each involved the issuance of ten shares of Common Stock in exchange for one shares of Series B Preferred Stock. Three other transactions each involved the issuance of seventy-six shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The Company expects the transaction to settle in accordance with customary settlement cycles.

On October 7, 2026, the Company agreed to issue an aggregate amount of 780,881 shares of Common Stock to several unaffiliated holders of the Company’s securities (together, the “October 7 Investors”) in exchange for an aggregate amount of 48,529 shares of Series B Preferred Stock and 2,475 shares of the Series D Preferred Stock in four separate transactions. Three transactions each involved the issuance of fourteen shares of Common Stock in exchange for one shares of Series B Preferred Stock. One transaction involved the issuance of ninety-seven shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The Company expects the transaction to settle in accordance with customary settlement cycles.

On October 8, 2026, the Company agreed to issue an aggregate amount of 824,696 shares of Common Stock to two unaffiliated holders of the Company’s securities (together, the “October 8 Investors”) in exchange for an aggregate amount of 33,372 shares of Series B Preferred Stock and 4,000 shares of the Series D Preferred Stock in two separate transactions. One transactions involved the issuance of eighteen shares of Common Stock in exchange for one shares of Series B Preferred Stock. The other transaction involved the issuance of one hundred twenty-eight shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The Company expects the transaction to settle in accordance with customary settlement cycles.

On October 9, 2026, the Company agreed to issue an aggregate amount of 125,874 shares of Common Stock to two unaffiliated holders of the Company’s securities (together, the “October 9 Investors”) in exchange for an aggregate amount of 6,993 shares of Series B Preferred Stock in two separate transactions. The transactions involved the issuance of eighteen shares of Common Stock in exchange for one shares of 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 these transactions, and the shares of the Preferred Stock exchanged have been retired and cancelled.

The Company issued the Common Stock to the October 6 Investors, the October 7 Investors, the October 8 Investors and the October 9 Investors (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: October 13, 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