Business Context and Reporting Period
This Form 8-K is a current report filed by Wheeler Real Estate Investment Trust, Inc. (WHLR) on March 6, 2026, regarding events occurring on March 5, 2026. The filing details the 30th 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: Two redemption requests were processed for 6,502 shares of Series D Preferred Stock.
- Redemption Price: Approximately $41.72 per share (comprising $25.00 principal plus accrued dividends).
- Settlement Method: The aggregate redemption price was settled via the issuance of 143,914 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 $1.88.
- Outstanding Shares (as of March 6, 2026): 1,433,983 shares of Common Stock and 1,640,295 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. Due to the conversion of Series D Preferred Stock at a price of approximately $1.88, the Notes' conversion price was adjusted to approximately $1.04 per share of Common Stock. This represents a 45% discount to the $1.88 reference price, equating to approximately 24.12 shares of Common Stock for each $25.00 of principal amount of the Notes.
Cumulatively, the Company has processed 402 redemption requests, redeeming 1,777,083 shares of Series D Preferred Stock and issuing approximately 393,000 shares of Common Stock in settlement.
Outlook, Risks, and Forward-Looking Statements
The Company notes that the next monthly Holder Redemption Date is scheduled for April 6, 2026, with a submission deadline of March 25, 2026. 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 45% discount on the Notes' conversion price ($1.04) on potential future dilution.
- Confirm the current outstanding share counts: 1,433,983 Common Stock and 1,640,295 Series D Preferred Stock.
- Monitor the upcoming April 6, 2026 redemption deadline and potential further share issuances.
- Review the cumulative dilution effect from the 393,000 shares of Common Stock issued to date for Series D redemptions.