Business Context and Reporting Period
This Form 8-K is a current report filed by Wheeler Real Estate Investment Trust, Inc. (WHLR) on April 7, 2026, regarding events occurring on April 6, 2026. The filing addresses the 31st monthly "Holder Redemption Date" for the Company's Series D Cumulative Convertible Preferred Stock and the resulting adjustment to the conversion price of its 7.00% Subordinated Convertible Notes due 2031.
Key Financial Metrics and Transaction Details
- Redemption Volume: Five redemption requests were processed, totaling 5,200 shares of Series D Preferred Stock.
- Redemption Price: Approximately $41.28 per share (comprising $25.00 principal plus accrued dividends).
- Settlement Method: The aggregate redemption price was settled via the issuance of 207,066 shares of Common Stock.
- Stock Price Reference: The volume-weighted average closing price of Common Stock for the ten trading days preceding the redemption date was approximately $1.04.
- Outstanding Securities (as of April 6, 2026): 1,813,124 shares of Common Stock and 1,715,095 shares of Series D Preferred Stock.
Material Changes and Adjustments
The filing reports a material adjustment to the conversion price of the Company's 7.00% Subordinated Convertible Notes due 2031. Triggered by the April redemptions where the lowest conversion price for Series D Preferred Stock was approximately $1.04, the Notes' conversion price was adjusted to approximately $0.57 per share of Common Stock. This represents a 45% discount to the $1.04 reference price, equating to approximately 43.85 shares of Common Stock for each $25.00 of principal amount of the Notes.
Outlook, Risks, and Future Events
- Next Redemption Cycle: The deadline for the next monthly round of Series D Preferred Stock redemptions is April 27, 2026, with the Holder Redemption Date scheduled for May 5, 2026.
- Cumulative Activity: To date, the Company has processed 407 redemption requests involving 1,782,283 shares of Series D Preferred Stock, settling these with approximately 600,000 shares of Common Stock.
- Risk Disclosure: The filing includes standard forward-looking statements regarding future performance, noting that actual results may differ materially due to risks and uncertainties. The Company disclaims any obligation to update these statements.
Investor Verification Checklist
- Verify the impact of the new $0.57 conversion price on the dilution potential of the 7.00% Subordinated Convertible Notes due 2031.
- Confirm the current outstanding share count of Common Stock (1,813,124) and Series D Preferred Stock (1,715,095) to assess remaining redemption exposure.
- Monitor the upcoming April 27, 2026 deadline for the next round of Series D redemptions to anticipate further potential equity issuance.
- Review the Company's liquidity position given the settlement of redemptions through stock issuance rather than cash.