Business Context and Reporting Period
This Form 8-K Current Report from Wheeler Real Estate Investment Trust, Inc. (WHLR) covers events occurring between June 26, 2026, and July 7, 2026. The filing details unregistered sales of equity securities involving the exchange of preferred stock for common stock and the adjustment of conversion prices for subordinated notes.
Key Financial Metrics and Transaction Details
- Common Stock Issuance: The Company issued a total of 2,119,707 shares of Common Stock across three separate transaction dates (June 26, June 30, and July 2, 2026) in exchange for Preferred Stock.
- Preferred Stock Retired: An aggregate of 173,383 shares of Series B Convertible Preferred Stock and 13,217 shares of Series D Cumulative Convertible Preferred Stock were exchanged and subsequently retired.
- Cash Proceeds: The Company received no cash proceeds from these equity exchange transactions.
- Series D Redemptions (July 2026): On July 6, 2026, the Company redeemed 8,200 shares of Series D Preferred Stock. The redemption price was approximately $40.97 per share (including accrued dividends), settled via the issuance of 275,883 shares of Common Stock.
- Outstanding Shares (as of July 6, 2026): 3,030,738 shares of Common Stock and 1,789,240 shares of Series D Preferred Stock.
- Notes Conversion Price Adjustment: The conversion price for the 7.00% Subordinated Convertible Notes due 2031 was adjusted to approximately $0.67 per share (37.33 shares per $25.00 principal), representing a 45% discount to the $1.22 reference price.
Material Changes Versus Prior Period
The filing does not provide comparative financial statements or metrics for a prior period. The material changes reported are specific to the execution of the preferred stock exchanges and the resulting dilution of common stock, as well as the mechanical adjustment to the conversion price of the 2031 Notes triggered by the Series D redemption activity.
Guidance, Outlook, and Risks
- Future Redemptions: The next monthly redemption deadline for Series D Preferred Stock is July 25, 2026, with the Holder Redemption Date set for August 5, 2026.
- Regulatory Basis: The equity issuances were conducted under Section 3(a)(9) of the Securities Act of 1933, relying on the exemption for exchanges with existing security holders where no commission was paid.
- Forward-Looking Statements: The filing includes standard disclaimers regarding forward-looking statements, noting that actual results may differ materially due to risks and uncertainties. The Company disclaims any obligation to update these statements.
Investor Verification Checklist
- Verify the total number of Common Stock shares outstanding post-transaction to assess dilution impact.
- Confirm the updated conversion ratio for the 7.00% Subordinated Convertible Notes due 2031 ($0.67 per share).
- Review the remaining volume of Series D Preferred Stock eligible for future monthly redemptions.
- Check the Company's website for the specific redemption forms and FAQs referenced for the August 2026 redemption cycle.