Wheeler Real Estate Investment Trust, Inc. Preferred Stock 8-K Filings

Wheeler Real Estate Investment Trust, Inc. (WHLR) reports unregistered exchanges of preferred stock into common stock with existing security holders. On September 2, 2026, the company agreed to issue 581,328 shares of common stock in exchange for an aggregate 23,664 Series B and 3,537 Series D Preferred shares across two transactions, including an exchange ratio of 124 common shares for four Series B and one Series D share in one transaction and 15 common shares for one Series B share in the other. On September 3, 2026, WHLR agreed to issue 260,300 common shares in exchange for 7,600 Series B and 1,900 Series D Preferred shares, at 137 common shares for four Series B and one Series D share. The company received no cash proceeds; all exchanged preferred shares were retired and cancelled. The exchanges relied on the Section 3(a)(9) exemption as exchanges with existing holders, with no commission or other remuneration paid.

Wheeler Real Estate Investment Trust, Inc. (WHLR) disclosed two unregistered exchanges in which it issued common stock in place of outstanding preferred stock. On August 28, 2026, the company agreed to issue 2,392,520 shares of common stock in exchange for 211,393 Series B and 21,918 Series D preferred shares held by six investors, across nine separate transactions. On September 1, 2026, it agreed to issue 569,627 common shares in exchange for 22,279 Series B and 5,000 Series D preferred shares held by two investors. The preferred shares received were retired and cancelled, no cash proceeds were received, and the exchanges relied on the Section 3(a)(9) exemption under the Securities Act, with no commission or other remuneration paid for soliciting the transactions.

Wheeler Real Estate Investment Trust, Inc. (WHLR) approved charter amendments to implement a one-for-four Reverse Stock Split of its common stock, effective at 5:00 p.m. Eastern Time on August 26, 2026, and to reduce the par value of common stock to $0.01 per share effective one minute later.

The Reverse Stock Split applies to all outstanding common shares and is intended to keep each holder’s relative ownership and voting rights substantially unchanged, aside from small adjustments due to cash paid in lieu of fractional shares. Cash for fractional shares will equal the applicable fraction times the August 26, 2026 Nasdaq closing price, adjusted for the split. Common stock will begin trading on a split-adjusted basis on August 27, 2026 under a new CUSIP 963025739, with no change to authorized share count. WHLR reports 3,088,204 common shares outstanding as of August 21, 2026 and anticipates about 772,051 shares post-split, and it will proportionally adjust the conversion terms of its 7.00% Subordinated Convertible Notes due 2031 and its Series B and Series D preferred stock.

Wheeler Real Estate Investment Trust, Inc. (symbol: WHLR) is the issuer of record for a Form 8-K filing submitted to the SEC.

Wheeler Real Estate Investment Trust, Inc. (WHLR) reports several exchanges of preferred stock for common stock with unaffiliated existing security holders. On August 11, 2026, the company agreed to issue 103,800 common shares in exchange for 2,400 Series B Convertible Preferred shares and 600 Series D Cumulative Convertible Preferred shares. On August 13, 2026, it agreed to issue 172,000 common shares in exchange for 4,000 Series B and 1,000 Series D shares. On August 17, 2026, it agreed to issue 300,000 common shares in exchange for 6,000 Series B and 1,500 Series D shares. The company states it received no cash proceeds, and the exchanged preferred shares have been retired and cancelled. The issuances were made as unregistered exchanges under Section 3(a)(9) of the Securities Act.

Wheeler Real Estate Investment Trust, Inc. appointed Jason F. Simone as Chief Financial Officer, effective August 10, 2026. Simone, age 48, has worked at the company since 2022, most recently as Director of Corporate Finance, with responsibilities including corporate accounting, capital markets, corporate finance, and investor relations.

Before joining Wheeler, Simone worked at Cedar Realty Trust, Inc., now a wholly owned subsidiary, in corporate accounting and finance. The company states there is no special arrangement leading to his appointment, no material related-party transactions, no family relationships with current directors or officers, and no new compensatory arrangements in connection with his promotion.

Wheeler Real Estate Investment Trust, Inc. approved two exchanges of preferred stock for common stock with existing investors. On August 5, 2026, the company agreed to issue 100,100 shares of common stock in exchange for 2,800 Series B Convertible Preferred and 700 Series D Cumulative Convertible Preferred shares. On August 7, 2026, it agreed to issue 77,500 common shares in exchange for 2,000 Series B and 500 Series D preferred shares. The preferred shares received in both transactions were retired and cancelled, and the company received no cash proceeds. Wheeler relied on the Section 3(a)(9) exemption under the Securities Act, as the exchanges were with existing security holders and no commissions or other remuneration were paid.

Wheeler Real Estate Investment Trust, Inc. updated the conversion terms of its 7.00% Subordinated Convertible Notes due 2031. Based on August 2026 conversions of Series D Cumulative Convertible Preferred Stock at a lowest price of approximately $0.73 per common share, the note conversion price was further reduced to approximately $0.40 per share, or about 62.52 common shares for each $25.00 of principal.

On the 35th monthly Holder Redemption Date, August 5, 2026, the company processed seven Series D redemption requests, redeeming 7,100 preferred shares at an approximate redemption price of $41.29 per share and settling the aggregate amount by issuing 403,236 common shares. Cumulatively, 434 redemption requests have redeemed 1,819,028 Series D shares, with approximately 496,000 common shares issued in settlement. As of August 5, 2026, Wheeler had 2,434,904 common shares and 1,770,859 Series D preferred shares outstanding, and it outlined key dates for the next redemption cycle in September 2026.

Wheeler Real Estate Investment Trust, Inc. reported second-quarter 2026 results highlighted by positive net income and FFO but lower revenue and AFFO. Total revenue was $22.5 million, down 13.9% or $3.6 million, mainly from asset sales and lower Same-Property revenue. Net income attributable to common shareholders was $7.1 million, compared with a loss in the prior-year quarter, helped by a $7.6 million gain on derivative liabilities and gains on property sales.

The portfolio remained largely grocery-anchored and 93.2% occupied and 93.8% leased, with strong rent spreads on new and renewal leases and 25 properties fully leased. Same-Property NOI declined 6.9%, though Same-Property base rent revenue rose 4.1%. AFFO was $2.4 million versus $4.1 million a year earlier. On the balance sheet, debt totaled $471.7 million, or 79.5% of total assets, while cash and cash equivalents increased to $31.9 million. The company completed three property dispositions in the quarter for about $15.8 million in proceeds, retired the Tuckernuck loan, reduced its June 2022 Term Loan, and continued exchanging and redeeming preferred stock, while cumulative dividends in arrears on Series D preferred stock reached $27.1 million.

Wheeler Real Estate Investment Trust, Inc. exchanged preferred stock for common stock in a series of privately negotiated transactions with unaffiliated holders from July 29 to August 4, 2026. The exchanges involved Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock.

On July 29, the company agreed to issue 7 shares of common stock in exchange for 1 share of Series B preferred. On July 30, it agreed to issue 150,030 shares of common stock for 15,003 shares of Series B preferred, and on July 31, 387,937 shares of common stock for 20,339 shares of Series B preferred and 2,246 shares of Series D preferred, using exchange ratios including 10, 13 and 107 common shares per specified preferred share combinations. On August 3, it agreed to issue 208,900 shares of common stock for 10,300 shares of Series B preferred and 700 shares of Series D preferred, and on August 4, 255,500 shares of common stock for 7,000 shares of Series B preferred and 1,750 shares of Series D preferred. The company received no cash proceeds, the exchanged preferred shares were retired and cancelled, and the common stock was issued under the Securities Act Section 3(a)(9) exemption with no commissions paid.

Wheeler Real Estate Investment Trust, Inc. is implementing a one-for-five reverse stock split of its common stock, effective at 5:00 p.m. Eastern Time on July 27, 2026, followed by a reduction in par value to $0.01 per share one minute later.

The split affects all outstanding common shares, with no change to authorized shares. Fractional shares will not be issued; instead, holders receive cash based on the July 27, 2026 Nasdaq closing price. Common shares outstanding will move from 4,646,083 to approximately 929,217. Trading will continue on Nasdaq under the symbol WHLR with a new CUSIP 963025747.

The company will proportionally adjust conversion mechanics on its 7.00% subordinated convertible notes due 2031, reducing the conversion rate from about 37.33 to about 7.47 shares per $25 principal, and will similarly adjust conversion terms for its Series B and Series D preferred stock.

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.

Wheeler Real Estate Investment Trust, Inc. entered into several July 2026 exchange transactions with unaffiliated investors. On July 7 it agreed to issue 77,360 shares of common stock in exchange for 4,835 shares of Series B Convertible Preferred Stock, at 16 common shares per preferred share. On July 9 it agreed to issue 1,018,585 common shares for 28,422 Series B and 3,385 Series D Cumulative Convertible Preferred shares, using exchange ratios of 25-for-1 for certain Series B shares and 191 common shares for combinations of four Series B and one Series D share. On July 10 it agreed to issue 167,400 common shares in exchange for 3,600 Series B and 900 Series D preferred shares, at 186 common shares for four Series B and one Series D share.

The company stated that the July 7 issuance represented less than 5% of outstanding common stock before the July 9 transaction. No cash proceeds were received, and all preferred shares exchanged in these transactions were retired and cancelled. The exchanges relied on the Securities Act Section 3(a)(9) exemption, with no commissions or other remuneration paid for soliciting holders.

Wheeler Real Estate Investment Trust, Inc. disclosed several exchanges of preferred stock and an adjustment to the conversion terms of its 7.00% Subordinated Convertible Notes due 2031. On June 26, June 30 and July 2, 2026, the company agreed to issue a total of 25,297, 178,460 and 1,915,950 shares of common stock, respectively, to unaffiliated investors in exchange for Series B and Series D preferred shares, with no cash proceeds and the exchanged preferred shares retired.

For July 2026 Series D Preferred Stock redemptions, 8,200 preferred shares were redeemed at approximately $40.97 per share and settled through 275,883 common shares. Based on a lowest Series D conversion price of about $1.22 per common share in July, the conversion price of the notes was adjusted to approximately $0.67 per share, or about 37.33 common shares per $25 principal amount. As of July 6, 2026, the company reported 3,030,738 common shares and 1,789,240 Series D preferred shares outstanding.

Wheeler Real Estate Investment Trust, Inc. agreed to issue 86,583 shares of common stock in a private exchange with an existing investor. In return, the company received 16,492 shares of Series B Convertible Preferred Stock and 4,123 shares of Series D Cumulative Convertible Preferred Stock, which were retired and cancelled.

The exchange used a fixed ratio of twenty-one common shares for every four Series B and one Series D preferred share. No cash changed hands, and the issuance relied on the Section 3(a)(9) exemption under the Securities Act for exchanges with existing security holders.

Wheeler Real Estate Investment Trust, Inc. has engaged CBRE’s National Retail Partners to list and market for sale a portfolio of 35 properties out of the 59 properties it owns and operates. These include retail shopping centers across multiple states.

The company emphasizes that this is only a contemplated portfolio sale. There is no timetable, no assurance a transaction will occur, be approved by the Board, or be completed, and terms and timing remain unknown. Wheeler plans to provide further details only if it enters into a specific portfolio sale transaction or is otherwise required by law.

Wheeler Real Estate Investment Trust, Inc. approved a one-for-four reverse stock split of its common stock, effective at 5:00 p.m. Eastern Time on June 17, 2026. The common shares will begin trading on a split-adjusted basis on June 18, 2026 under a new CUSIP number 963025754.

The reverse split reduces outstanding common shares from 2,194,353 as of June 12, 2026 to approximately 548,588, without changing the total number of authorized shares or relative ownership percentages apart from small changes from cash in lieu of fractional shares. Par value per common share will be decreased to $0.01 at 5:01 p.m. Eastern Time on June 17, 2026.

The company will pay cash instead of issuing fractional shares, based on the June 17, 2026 Nasdaq closing price adjusted for the split. Conversion terms for the 7.00% subordinated convertible notes due 2031 and the Series B and Series D preferred stock will be proportionally adjusted to reflect the reverse split.

Wheeler Real Estate Investment Trust, Inc. updated the conversion terms of its 7.00% Subordinated Convertible Notes due 2031 after June 2026 Series D Preferred Stock redemptions. The note conversion price was reset to approximately $0.69 per share of common stock, equal to about 36.09 shares for each $25.00 of note principal, reflecting a 45% discount to the roughly $1.26 common stock price used for the month’s preferred conversions.

On the 33rd monthly Holder Redemption Date, June 5, 2026, the company processed six requests, redeeming 7,700 Series D Preferred shares at a Redemption Price of about $41.07 per share and settling in 251,090 new common shares. Cumulatively, 421 requests have redeemed 1,803,728 Series D Preferred shares, with about 753,000 common shares issued in total. As of June 5, 2026, the company had 2,194,353 common shares and 1,765,162 Series D Preferred shares outstanding, and it outlined deadlines and the Holder Redemption Date for the July 2026 round.

Wheeler Real Estate Investment Trust entered into a stock-for-stock exchange with an unaffiliated investor on May 28, 2026. The company issued 142,800 shares of common stock in exchange for 2,800 shares of Series D Cumulative Convertible Preferred Stock and 5,600 shares of Series B Convertible Preferred Stock, which were then retired and cancelled.

The exchange ratio was fifty-one shares of common stock for every combination of two Series B and one Series D preferred share. The transaction generated no cash proceeds and was conducted as an unregistered exchange under Section 3(a)(9) of the Securities Act, with no commissions or other remuneration paid for soliciting the transaction.

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.

Wheeler Real Estate Investment Trust reported a change in how it will pay interest on its 7.00% Subordinated Convertible Notes due 2031. The interest payable on June 30, 2026 to holders of record at 5:00 p.m. New York City time on June 1, 2026 will be paid in the form of the company’s Series D Cumulative Convertible Preferred Stock rather than as a standard cash payment.

Wheeler Real Estate Investment Trust, Inc. reported first quarter 2026 results showing stronger property operations alongside a GAAP loss. Net loss attributable to common shareholders was $5.3 million, or $(14.55) per share, while AFFO rose to $2.2 million, or $5.97 per share.

Same-Property NOI increased 7.9%, driven by higher property revenues and modestly higher expenses. Portfolio performance was solid, with the combined portfolio 94.6% leased and 94.0% occupied, and renewal rent spreads of 9.0% at WHLR and 27.3% at Cedar.

The Company continued to reshape its balance sheet, with total debt of $475.2 million (80.0% of total assets) and real estate, net, of $480.2 million. Management highlighted property sales, term-loan paydowns, warrant exercises, and preferred stock exchanges as steps intended to reduce leverage and future dividend obligations.

Wheeler Real Estate Investment Trust, Inc. entered into a series of non‑cash exchanges in April and May 2026, issuing common stock in return for its outstanding preferred stock. On April 20, it agreed to issue 25,000 common shares in exchange for 1,000 shares of Series D Cumulative Convertible Preferred Stock and 2,000 shares of Series B Convertible Preferred Stock. On April 24, it agreed to issue 13,000 common shares for 500 Series D and 1,000 Series B shares. On May 1, it agreed to issue 33,516 common shares to two investors for a total of 1,197 Series D and 2,394 Series B shares. On May 4, it agreed to issue 65,000 common shares for 2,500 Series D and 5,000 Series B shares. The company received no cash proceeds, and all exchanged preferred shares were retired and cancelled. The issuances relied on the Section 3(a)(9) exemption under the Securities Act as exchanges with existing security holders, with no commissions paid.

Wheeler Real Estate Investment Trust updated investors on May 2026 Series D preferred redemptions and the resulting reset of its 7.00% Subordinated Convertible Notes due 2031 conversion terms. Based on recent Series D conversions, the notes’ conversion price was adjusted to approximately $1.03 per common share, equal to about 24.34 shares for each $25 principal amount.

On the 32nd monthly Holder Redemption Date, the company processed eight requests, redeeming 13,745 Series D preferred shares at a Redemption Price of about $40.99 per share and settling this entirely with 301,743 new common shares. Cumulatively, 1,796,028 Series D preferred shares have been redeemed, with roughly 502,000 common shares issued in settlement. As of May 5, 2026, 1,042,613 common shares and 1,762,819 Series D preferred shares were outstanding. The next redemption deadline is May 25, 2026, for a June 5, 2026 Holder Redemption Date.

Wheeler Real Estate Investment Trust, Inc. approved a one-for-three reverse stock split of its common stock, effective at 5:00 p.m. Eastern Time on April 17, 2026. The stock will begin trading on a split-adjusted basis on April 20, 2026 under a new CUSIP.

No fractional shares will be issued; instead, holders will receive cash based on the April 17, 2026 Nasdaq closing price for any fractional share. The reverse split reduces outstanding common shares from 1,813,124 to approximately 604,374 while leaving authorized share counts, relative ownership percentages and voting rights largely unchanged.

The company also reduced the post-split par value of common stock from $0.03 to $0.01 per share and proportionally adjusted conversion terms for its 7.00% subordinated convertible notes due 2031 and its Series B and Series D convertible preferred stock.

Wheeler Real Estate Investment Trust updated the conversion terms for its 7.00% Subordinated Convertible Notes due 2031 after April 2026 Series D preferred stock redemptions. The Notes’ conversion price was adjusted to approximately $0.57 per share of common stock, equal to about 43.85 shares for each $25.00 of principal, reflecting a 45% discount to the $1.04 volume-weighted average common share price.

On the April 6, 2026 Holder Redemption Date, holders redeemed 5,200 Series D Cumulative Convertible Preferred shares at a Redemption Price of about $41.28 per share, settled through issuance of 207,066 common shares. Cumulatively, 1,782,283 Series D preferred shares have been redeemed with roughly 600,000 common shares issued, leaving 1,813,124 common shares and 1,715,095 Series D preferred shares outstanding as of April 6, 2026.

Wheeler Real Estate Investment Trust, Inc. updated investors on March 2026 redemptions of its Series D Cumulative Convertible Preferred Stock and the resulting impact on its convertible notes and common stock.

For March redemptions, the lowest price at which any Series D Preferred Stock converted into common stock was approximately $1.88 per share. Under the indenture for the 7.00% Subordinated Convertible Notes due 2031, this triggered a further adjustment of the note conversion price to approximately $1.04 per share of common stock, equal to about 24.12 shares for each $25.00 of principal amount converted, representing a 45% discount to $1.88.

On the March 5, 2026 Holder Redemption Date, the company processed two requests, redeeming 6,502 Series D Preferred shares at a Redemption Price of approximately $41.72 per share and settling the aggregate amount by issuing 143,914 common shares. Cumulatively, the company has processed 402 redemption requests, redeeming 1,777,083 Series D Preferred shares and issuing approximately 393,000 common shares. As of March 6, 2026, 1,433,983 common shares and 1,640,295 Series D Preferred shares were outstanding. The deadline for the next monthly redemption round is March 25, 2026, with the next Holder Redemption Date on April 6, 2026.

Wheeler Real Estate Investment Trust, Inc. reported 2025 results showing a smaller loss for common shareholders and stronger cash generation, helped by asset sales and capital-structure actions. For the year, the company recorded net income of $14.8 million, but after preferred and noncontrolling interests this translated into a net loss attributable to common shareholders of $3.9 million.

Core cash performance improved. FFO available to common stockholders rose to $13.7 million from $3.2 million, and AFFO increased to $10.3 million from $7.2 million, reflecting higher Same-Property NOI and lower depreciation and operating costs after property sales. Same-Property NOI rose 1.6%, driven by $2.1 million higher property revenue partly offset by higher property expenses.

The portfolio remained highly utilized, with 7.0 million square feet, 94.3% leased and 93.3% occupied, and strong leasing spreads—renewals were up 12.0% and new leases up 33.6% on rent. Total revenue declined 4.9% to $99.4 million as sold properties reduced rental income, while operating expenses fell 2.8% to $70.6 million.

The balance sheet shows $484.7 million of real estate, net, and $482.8 million of debt, with a weighted average interest rate of 5.5% and a weighted average term of about 6.5 years. Management executed extensive capital-structure transactions, using $41.9 million of cash and exchanges to cut aggregate preferred stock liquidation value by $105.8 million across Wheeler and Cedar. Cumulative dividends in arrears on the Series D Preferred Stock totaled $25.6 million as of year-end.

Wheeler Real Estate Investment Trust, Inc. reported private exchange transactions affecting its equity and preferred stock. The company agreed to issue 60,000 shares of common stock to an unaffiliated investor in exchange for 2,000 shares of Series D Cumulative Convertible Preferred Stock and 4,000 shares of Series B Convertible Preferred Stock. These exchanges were cashless, and the preferred shares received were retired and cancelled.

Separately, Wheeler issued 80,000 shares of Series D Preferred Stock to another unaffiliated investor in exchange for 120,000 shares of 6.50% Series C Cumulative Redeemable Preferred Stock of subsidiary Cedar Realty Trust, Inc. The Cedar Series C Preferred Stock was then contributed to Cedar and retired. The common stock exchange relied on the Section 3(a)(9) exemption, and the Series D issuance relied on the Section 4(a)(2) exemption from Securities Act registration.

Wheeler Real Estate Investment Trust, Inc. entered into several agreements with affiliates of Magnetar Financial LLC and established leadership changes. The company amended and restated existing common stock purchase warrants so they are now exercisable at an exercise price of $0.01 per share for an aggregate number of shares equal to 12% of common stock outstanding at the time of exercise, with a final expiration date of March 12, 2026. It also signed an amended and restated registration rights agreement to register the resale of shares underlying these warrants on a Form S-11 within 45 days. The board approved an Excepted Holder Agreement raising the Investors’ aggregate capital stock ownership limit to 19% and common stock ownership limit to 45%, and granted participation rights for the Investors to take up to 12% of certain future borrowings or securities while they own at least 5% of the common stock. Separately, Chief Financial Officer and Secretary Crystal Plum resigned, with her last day on March 13, 2026; the company states her resignation was not due to any disagreement and has begun a search for a new CFO.