Business Context and Reporting Period
This Form 8-K is a current report filed by Wheeler Real Estate Investment Trust, Inc. on January 5, 2026. The filing addresses specific events related to the redemption of Series D Cumulative Convertible Preferred Stock and the subsequent adjustment to the conversion price of the Company's 7.00% Subordinated Convertible Notes due 2031.
Key Financial Metrics and Transaction Details
- Redemption Event: On January 5, 2026, the Company processed one redemption request for 700 shares of Series D Preferred Stock.
- Redemption Price: Approximately $42.20 per share (comprising $25.00 principal plus accrued dividends).
- Settlement Method: The aggregate redemption price was settled via the issuance of 13,974 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 $2.11.
- Conversion Price Adjustment: The conversion price for the 7.00% Subordinated Convertible Notes due 2031 was adjusted to approximately $1.16 per share (representing 21.50 shares of Common Stock per $25.00 of Notes principal).
- Cumulative Activity: To date, 398 redemption requests have been processed, totaling 1,759,881 shares of Series D Preferred Stock, settled with approximately 459,000 shares of Common Stock.
- Outstanding Shares (as of Jan 6, 2026): 1,909,573 shares of Common Stock and 1,577,848 shares of Series D Preferred Stock.
Material Changes Versus Prior Period
The filing reports a specific dilution event triggered by the January 2026 redemption. The conversion price for the 2031 Notes was reduced to $1.16, which represents a 45% discount to the $2.11 reference stock price. This adjustment is a direct result of the Series D Preferred Stock being converted at a price below the previous conversion threshold, necessitating a downward adjustment to the Notes' conversion price to maintain parity.
Outlook, Risks, and Unusual Items
- Upcoming Redemption: The next monthly Holder Redemption Date is scheduled for February 5, 2026, with a submission deadline of January 25, 2026.
- Forward-Looking Statements: The filing includes standard disclaimers that forward-looking statements are subject to risks and uncertainties and do not guarantee future performance.
- Website Information: The Company explicitly states that information on its website regarding redemption forms and FAQs is not incorporated by reference into this report.
Investor Verification Checklist
- Verify the impact of the new $1.16 conversion price on the potential dilution of the 7.00% Subordinated Convertible Notes due 2031.
- Monitor the February 5, 2026 redemption deadline to assess potential further dilution from Series D Preferred Stock redemptions.
- Review the current market price of Common Stock relative to the $1.16 conversion price to evaluate the likelihood of further note conversions.
- Confirm the total outstanding share count of Series D Preferred Stock (1,577,848 shares) to gauge remaining redemption exposure.