Business Context and Reporting Period
This Form 8-K is a current report filed by Wheeler Real Estate Investment Trust, Inc. on February 5, 2026. The filing details the 29th 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, totaling 10,700 shares of Series D Preferred Stock.
- Redemption Price: Approximately $42.35 per share (comprising $25.00 principal plus accrued dividends).
- Settlement Method: The aggregate redemption price was settled via the issuance of 95,904 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 $4.72.
- Outstanding Securities (as of Feb 6, 2026):
- Common Stock: 790,739 shares
- Series D Preferred Stock: 1,577,898 shares
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 $4.72, the conversion price for the 7.00% Subordinated Convertible Notes due 2031 was adjusted to approximately $2.60 per share.
- Conversion Ratio: The new ratio is approximately 9.62 shares of Common Stock for each $25.00 of principal amount of the Notes.
- Discount Impact: This adjustment represents a 45% discount to the $4.72 reference price.
- Cumulative Activity: To date, the Company has processed 400 redemption requests, redeeming 1,770,581 shares of Series D Preferred Stock and issuing approximately 249,000 shares of Common Stock in settlement.
Outlook, Risks, and Forward-Looking Statements
- Upcoming Redemption Cycle: The deadline for the next monthly redemption round is February 25, 2026, with the next Holder Redemption Date scheduled for March 5, 2026.
- 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.
- Information Source: The Company directs investors to its website for redemption forms and FAQs but explicitly states that website content is not incorporated by reference into this filing.
Investor Verification Checklist
- Verify the impact of the 45% discount on the conversion price of the 7.00% Subordinated Convertible Notes due 2031 on potential dilution.
- Confirm the current outstanding share count of Common Stock (790,739) versus Series D Preferred Stock (1,577,898) to assess capital structure leverage.
- Monitor the March 5, 2026 redemption deadline to anticipate further potential issuances of Common Stock.
- Review the indenture governing the Notes to understand the mechanics of future conversion price adjustments if the Common Stock price continues to trade below the preferred stock conversion threshold.