Business Context and Reporting Period
Company: Wheeler Real Estate Investment Trust, Inc.
Filing Type: Form 8-K (Current Report)
Reporting Date: September 2, 2026 (Earliest event reported)
Event: Unregistered sales of equity securities via exchange of preferred stock for common stock.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. The transaction involved no cash proceeds.
| Metric | Value |
|---|---|
| Cash Proceeds | $0 |
| Common Stock Issued (Total) | 841,628 shares |
| Series B Preferred Stock Retired | 31,264 shares |
| Series D Preferred Stock Retired | 5,437 shares |
Material Changes
The Company executed two separate exchange transactions with unaffiliated holders of its securities:
- September 2, 2026: Issued 581,328 shares of Common Stock to two investors in exchange for 23,664 shares of Series B Preferred Stock and 3,537 shares of Series D Preferred Stock.
- September 3, 2026: Issued 260,300 shares of Common Stock to one investor in exchange for 7,600 shares of Series B Preferred Stock and 1,900 shares of Series D Preferred Stock.
- Capital Structure Impact: The exchanged preferred shares were retired and cancelled. No new debt was incurred.
Guidance, Outlook, and Risks
Management Commentary: The Company relied on the Section 3(a)(9) exemption of the Securities Act of 1933, as the issuance constituted an exchange with existing holders and no commissions were paid. The filing explicitly states it does not constitute an offer to exchange securities.
Risks and Contingencies: The filing does not disclose new risks, contingencies, or forward-looking guidance. The transactions settled in accordance with customary settlement cycles.
Investor Verification Checklist
- Verify the exact exchange ratios used in the September 2 and September 3 transactions.
- Confirm the updated total share count for Common Stock, Series B Preferred Stock, and Series D Preferred Stock post-transaction.
- Review the Company's capitalization table to assess the dilution impact on existing common shareholders.
- Check for any subsequent filings regarding the retirement of the specific preferred stock series.