Business Context and Reporting Period
Company: Wheeler Real Estate Investment Trust, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 26, 2026
Reporting Period: Events occurring on February 26, 2026.
Key Financial Metrics
This filing reports specific securities transactions rather than comprehensive financial performance metrics. Consequently, the filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity.
- Cash Proceeds: $0 (No cash proceeds were received in the reported transactions).
- Securities Issued: 60,000 shares of Common Stock and 80,000 shares of Series D Preferred Stock.
- Securities Retired: 2,000 shares of Series D Preferred Stock, 4,000 shares of Series B Preferred Stock, and 120,000 shares of Cedar Realty Trust, Inc. Series C Preferred Stock.
Material Changes
The filing details two distinct unregistered securities transactions executed on February 26, 2026:
- Exchange Transactions (Item 3.02): The Company issued 60,000 shares of Common Stock to an unaffiliated holder in exchange for 2,000 shares of Series D Preferred Stock and 4,000 shares of Series B Preferred Stock. The exchange ratio was 30 shares of Common Stock for every 2 shares of Series B and 1 share of Series D. The exchanged Preferred Stock was retired and cancelled.
- Sale of Series D Preferred Stock: The Company issued 80,000 shares of Series D Preferred Stock to an unaffiliated investor in consideration for 120,000 shares of 6.50% Series C Cumulative Redeemable Preferred Stock of its subsidiary, Cedar Realty Trust, Inc. The acquired Cedar Series C shares were immediately contributed to the subsidiary and retired.
Guidance, Outlook, and Risks
Management Commentary: The Company stated that the Common Stock issuance relied on the Section 3(a)(9) exemption of the Securities Act of 1933, as it constituted an exchange with an existing holder without commission. The Series D issuance relied on the Section 4(a)(2) exemption as a transaction not involving a public offering.
Outlook and Risks: The filing explicitly states it does not constitute an offer to exchange or sell any securities. No forward-looking guidance, risk factors, or contingencies regarding future operations are disclosed in this specific report.
Investor Verification Checklist
- Verify the impact of the 60,000 new Common Stock shares on total outstanding share count and potential dilution.
- Confirm the retirement status of the 2,000 Series D and 4,000 Series B Preferred Stock shares.
- Review the terms of the 80,000 newly issued Series D Preferred Stock shares.
- Confirm the retirement of the 120,000 Cedar Realty Trust, Inc. Series C Preferred Stock shares held by the subsidiary.
- Check subsequent filings for any cash flow implications or changes in capital structure resulting from these non-cash exchanges.