Business Context and Reporting Period
This Form 8-K Current Report was filed by Wheeler Real Estate Investment Trust, Inc. on August 7, 2026, covering events occurring on August 5, 2026. The filing details the 35th 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: The Company processed 7 redemption requests for 7,100 shares of Series D Preferred Stock.
- Redemption Price: Approximately $41.29 per share (comprising $25.00 principal plus accrued dividends).
- Settlement Method: The aggregate redemption price was settled via the issuance of 403,236 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 $0.73.
- Outstanding Securities (as of Aug 5, 2026):
- Common Stock: 2,434,904 shares
- Series D Preferred Stock: 1,770,859 shares
- Cumulative Redemptions: To date, 434 requests have been processed, redeeming 1,819,028 shares of Series D Preferred Stock, settled with approximately 496,000 shares of Common Stock.
Material Changes and Adjustments
The filing reports a material adjustment to the debt instrument conversion terms triggered by the preferred stock redemptions:
- Conversion Price Adjustment: Due to the lowest conversion price of Series D Preferred Stock being approximately $0.73, the conversion price for the 7.00% Subordinated Convertible Notes due 2031 was adjusted to approximately $0.40 per share.
- Conversion Ratio: The new ratio is approximately 62.52 shares of Common Stock for each $25.00 of principal amount of Notes.
- Discount Impact: This adjustment represents a 45% discount to the $0.73 reference price.
Outlook, Risks, and Forward-Looking Statements
- Upcoming Redemption: The next monthly Holder Redemption Date is scheduled for September 8, 2026, with a submission deadline of August 25, 2026.
- Forward-Looking Statements: The report includes statements regarding intentions to file registration statements. The Company disclaims any obligation to update these statements and notes they are subject to risks and uncertainties that could cause actual results to differ materially.
- Website Disclosure: Information on the Company's website regarding redemption forms and FAQs is explicitly not incorporated by reference into this filing.
Investor Verification Checklist
- Verify the impact of the new $0.40 conversion price on the dilution potential of the 7.00% Subordinated Convertible Notes due 2031.
- Confirm the current market price of Common Stock relative to the adjusted conversion price to assess immediate conversion incentives for noteholders.
- Monitor the September 8, 2026 redemption date for further dilution from Series D Preferred Stock conversions.
- Review the total outstanding share count (2,434,904 Common) to understand the magnitude of recent issuances relative to the float.
- Check for any pending registration statements mentioned in forward-looking statements to ensure liquidity for future conversions.