Business Context and Reporting Period
Company: Wheeler Real Estate Investment Trust, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 6, 2026
Event: Unregistered sales of equity securities pursuant to Section 3(a)(9) of the Securities Act of 1933.
Key Financial Metrics
The filing does not provide standard financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The report focuses exclusively on a specific securities exchange transaction.
- Cash Proceeds: $0 (No cash was received by the Company).
- Securities Issued: 439,300 shares of Common Stock ($0.01 par value).
- Securities Retired: 19,100 shares of Series D Cumulative Convertible Preferred Stock and 38,200 shares of Series B Convertible Preferred Stock.
Material Changes
The Company executed a non-cash exchange of securities with two unaffiliated holders. The transaction involved a fixed exchange ratio of 23 shares of Common Stock for every 2 shares of Series B Preferred Stock and 1 share of Series D Preferred Stock. The exchanged Preferred Stock shares have been retired and cancelled.
Guidance, Outlook, and Risks
The filing contains no management commentary, forward-looking guidance, or discussion of risks and contingencies. It explicitly states that the report does not constitute an offer to exchange any securities.
Investor Verification Checklist
- Verify the impact of the 439,300 new Common Stock shares on total outstanding share count and potential dilution.
- Confirm the reduction in outstanding Series B and Series D Preferred Stock following the retirement of 38,200 and 19,100 shares, respectively.
- Review the terms of the Series B and Series D Preferred Stock to understand the conversion value relative to the Common Stock issued.
- Check subsequent filings for any changes in the Company's capital structure or liquidity position resulting from this exchange.