Business Context and Reporting Period
This Form 8-K is a current report filed by Wheeler Real Estate Investment Trust, Inc. on September 9, 2026, covering events occurring on September 8, 2026. The filing details the 36th monthly "Holder Redemption Date" for the Company's Series D Cumulative Convertible Preferred Stock and the resulting material modification to the conversion rights of its 7.00% Subordinated Convertible Notes due 2031.
Key Financial Metrics and Transaction Details
The filing does not provide standard financial statements (revenue, profit, cash flow, or margins). Key transaction metrics for the September 2026 redemption event include:
- Redemption Volume: 8,200 shares of Series D Preferred Stock redeemed.
- Redemption Price: Approximately $41.66 per share (comprising $25.00 principal plus accrued dividends).
- Settlement Method: Issuance of 348,896 shares of Common Stock.
- Reference Stock Price: The 10-day volume-weighted average closing price of Common Stock was approximately $0.98.
- Outstanding Shares (as of Sept 8, 2026): 4,924,701 Common Stock shares and 1,726,704 Series D Preferred Stock shares.
Material Changes Versus Prior Period
The primary material change reported is the adjustment to the conversion price of the Company's 7.00% Subordinated Convertible Notes due 2031. Due to the September redemptions where the lowest conversion price for Series D Preferred Stock was approximately $0.98, the Notes' conversion price was adjusted to approximately $0.54 per share of Common Stock. This represents a 45% discount to the $0.98 reference price, equating to approximately 46.43 shares of Common Stock for each $25.00 of principal amount of the Notes.
Cumulatively, the Company has processed 442 redemption requests, redeeming 1,827,228 shares of Series D Preferred Stock and issuing approximately 473,000 shares of Common Stock in settlement.
Outlook, Risks, and Unusual Items
Upcoming Events: The deadline for the next monthly round of Series D Preferred Stock redemptions is September 25, 2026, with the next Holder Redemption Date scheduled for October 5, 2026.
Risks and Forward-Looking Statements: 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.
Unusual Items: The significant dilution event (issuance of nearly 350,000 shares for a single monthly redemption) and the substantial discount applied to the Notes' conversion price are notable structural changes affecting security holder rights.
Investor Verification Checklist
- Verify the impact of the new $0.54 conversion price on the 7.00% Subordinated Convertible Notes due 2031.
- Confirm the total dilution effect on existing Common Stock holders following the issuance of 348,896 shares.
- Review the remaining volume of Series D Preferred Stock (1,726,704 shares) and potential future redemption pressure.
- Check the Company's liquidity position to ensure it can meet future redemption obligations if cash settlements are required or if stock issuance continues at this pace.