Business Context and Reporting Period
Company: Wheeler Real Estate Investment Trust, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 22, 2026
Event: Unregistered sales of equity securities pursuant to Item 3.02.
Key Financial Metrics
This filing reports a non-cash transaction involving the exchange of securities. No revenue, profit, cash flow, margin, debt, or liquidity metrics are disclosed in this document.
- Cash Proceeds: $0 (The Company did not receive any cash proceeds).
- Securities Issued: 86,583 shares of Common Stock ($0.01 par value).
- Securities Retired: 16,492 shares of Series B Convertible Preferred Stock and 4,123 shares of Series D Cumulative Convertible Preferred Stock.
Material Changes
The filing details a specific exchange transaction with an unaffiliated existing holder of the Company's securities. The transaction settled in accordance with customary settlement cycles. The exchange ratio was 21 shares of Common Stock for every 4 shares of Series B Preferred Stock and 1 share of Series D Preferred Stock. The retired Preferred Stock shares have been cancelled.
Guidance, Outlook, and Risks
Management Commentary: The issuance was made in reliance on the exemption from registration requirements under Section 3(a)(9) of the Securities Act of 1933, as it constituted an exchange with an existing holder without the payment of commissions or remuneration for solicitation.
Risks/Contingencies: The filing explicitly states it does not constitute an offer to exchange any securities of the Company for Common Stock, Series D Preferred Stock, Series B Preferred Stock, or other securities.
Unusual Items: None reported beyond the specific unregistered exchange.
Investor Verification Checklist
- Verify the impact of the 86,583 new Common Stock shares on total outstanding share count and potential dilution.
- Confirm the retirement and cancellation of the specific Series B and Series D Preferred Stock tranches.
- Review the Company's capital structure to understand the remaining volume of convertible preferred securities.
- Check for any subsequent filings regarding the valuation of the exchanged securities.