Business Context and Reporting Period
This Form 8-K is a current report filed by Wheeler Real Estate Investment Trust, Inc. on June 5, 2026. The filing details the 33rd monthly "Holder Redemption Date" for the Company's Series D Cumulative Convertible Preferred Stock and the resulting adjustment to the conversion price of its 7.00% Subordinated Convertible Notes due 2031.
Key Financial Metrics and Transaction Details
- Redemption Volume: The Company processed 6 redemption requests for 7,700 shares of Series D Preferred Stock.
- Redemption Price: Approximately $41.07 per share (comprising $25.00 principal plus accrued dividends).
- Settlement Method: The aggregate redemption price was settled via the issuance of 251,090 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 $1.26.
- Outstanding Shares (as of June 5, 2026):
- Common Stock: 2,194,353 shares
- Series D Preferred Stock: 1,765,162 shares
- Cumulative Redemptions: To date, 421 requests have been processed, redeeming 1,803,728 shares of Series D Preferred Stock, settled with approximately 753,000 shares of Common Stock.
Material Changes and Adjustments
Due to the June redemptions, the lowest conversion price for Series D Preferred Stock was approximately $1.26. Consequently, the conversion price for the 7.00% Subordinated Convertible Notes due 2031 was adjusted to approximately $0.69 per share of Common Stock. This represents a 45% discount to the $1.26 reference price, equating to approximately 36.09 shares of Common Stock for each $25.00 of principal amount of the Notes.
Outlook, Risks, and Contingencies
- Upcoming Redemption: The next Holder Redemption Date is July 6, 2026, with a request deadline of June 25, 2026.
- Registration Risk: The Company anticipates it may not have enough registered Common Stock shares to settle July redemption requests based on historical volumes.
- Contingency Plans: The Company plans to file a new registration statement. If this is not effective by the July Redemption Date, the Company may:
- Issue unregistered Common Stock to settle requests.
- Delay delivery of registered Common Stock pending SEC clearance.
- Forward-Looking Statements: The filing includes standard disclaimers regarding uncertainties in future performance and the effectiveness of registration statements.
Investor Verification Checklist
- Verify the current status of the new registration statement intended to cover July 2026 redemptions.
- Confirm the exact number of registered Common Stock shares available versus the projected demand for the July 6, 2026 redemption.
- Review the updated conversion terms for the 7.00% Subordinated Convertible Notes due 2031 ($0.69 per share).
- Monitor the Company's website for required redemption forms and FAQs regarding the Series D Preferred Stock.