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Wheeler Real Estate Trust (NASDAQ: WHLR) swaps preferred for 352,000 shares

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

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. exchanged preferred stock for common equity. On July 14, 2026, the company agreed to issue 352,000 shares of common stock to an unaffiliated investor in return for that investor’s Series B and Series D preferred shares.

The investor surrendered 6,400 shares of Series B Convertible Preferred Stock and 1,600 shares of Series D Cumulative Convertible Preferred Stock, which were retired and cancelled. The company received no cash proceeds. The exchange relied on the Section 3(a)(9) exemption for exchanges with existing security holders, with 220 common shares issued for each block of four Series B and one Series D share.

Positive

  • None.

Negative

  • None.

Filing Explained

The July 14 exchange has settled, completing a 352,000-share issuance that dilutes existing holders’ percentage ownership absent offsets.

The July 14, 2026 exchange has settled, so the disclosed issuance of 352,000 common shares is completed rather than merely agreed; the preferred shares received were retired and cancelled.

Because common stock was issued, the total common share count increases and existing holders’ percentage ownership decreases absent offsetting changes.

Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Common stock issued 352,000 shares Issued to an unaffiliated investor on July 14, 2026 in exchange for preferred stock.
Series B Preferred Stock exchanged 6,400 shares Surrendered by the investor and then retired and cancelled by the company.
Series D Preferred Stock exchanged 1,600 shares Surrendered by the investor and then retired and cancelled by the company.
Exchange ratio 220 common shares for 4 Series B and 1 Series D share Per bundle exchanged in the preferred-for-common stock transaction.
Unregistered Sales of Equity Securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities"
Section 3(a)(9) regulatory
"exemption from the registration requirements contained in Section 3(a)(9)"
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.
Series D Cumulative Convertible Preferred Stock financial
"1,600 shares of the Company’s Series D Cumulative Convertible Preferred Stock"
Subordinated Convertible Notes financial
"7.00% Subordinated Convertible Notes due 2031"

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

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FAQ

What transaction did Wheeler Real Estate Investment Trust (WHLR) report?
Wheeler Real Estate Investment Trust reported an exchange of preferred stock for common shares. On July 14, 2026, it agreed to issue 352,000 common shares to an unaffiliated investor in return for that investor’s Series B and Series D preferred stock holdings.

How many WHLR common shares were issued and to whom?
The company issued 352,000 shares of common stock, $0.01 par value per share. These shares were issued to an unaffiliated existing holder of Wheeler’s securities, in exchange for that investor surrendering specified amounts of Series B and Series D preferred stock.

What WHLR preferred securities were exchanged and what happened to them?
The investor exchanged 6,400 shares of Series B Convertible Preferred Stock and 1,600 shares of Series D Cumulative Convertible Preferred Stock. All preferred shares delivered in the transaction were retired and cancelled, reducing the outstanding amounts of those preferred series.

Did Wheeler Real Estate Investment Trust (WHLR) receive any cash in this exchange?
No cash changed hands. Wheeler Real Estate Investment Trust explicitly states it did not receive any cash proceeds from the transaction. The consideration consisted solely of newly issued common shares in exchange for outstanding preferred shares held by the investor.

Under which Securities Act exemption was the WHLR exchange completed?
The company relied on the Section 3(a)(9) exemption under the Securities Act of 1933. This provision covers exchanges of securities with existing holders when no commission or other remuneration is paid to solicit the transaction, as described by Wheeler in the disclosure.

What was the exchange ratio between WHLR preferred and common shares?
The exchange followed a fixed structure. For each block of four shares of Series B Convertible Preferred Stock plus one share of Series D Cumulative Convertible Preferred Stock, the investor received 220 shares of Wheeler Real Estate Investment Trust common stock.
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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): July 14, 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 July 14, 2026, Wheeler Real Estate Investment Trust, Inc. (the "Company") agreed to issue 352,000 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 6,400 shares of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and 1,600 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 two hundred twenty 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 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: July 20, 2026


Source: View Original Filing on SEC EDGAR

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