Wheeler Real Estate Investment Trust, Inc. filed a Form 8-K on November 9, 2026, disclosing unregistered sales of equity securities in connection with two separate exchange transactions on November 3 and November 6, 2026, in which an aggregate of approximately 1,167,880 shares of common stock were issued in exchange for preferred stock.

Key Highlights

  • November 3 exchanges: The company agreed to issue 809,880 shares of common stock, $0.01 par value per share, to two unaffiliated holders in exchange for an aggregate of 32,589 shares of Series B Preferred Stock and 2,550 shares of Series D Cumulative Convertible Preferred Stock.
  • November 6 exchange: The company agreed to issue 358,000 shares of common stock to one unaffiliated holder in exchange for 8,000 shares of Series B Preferred Stock and 2,000 shares of Series D Preferred Stock.
  • No cash proceeds: According to the filing, the company did not receive any cash proceeds in these transactions.
  • Preferred shares retired: All exchanged shares of Preferred Stock have been retired and cancelled, the filing states.
  • Exemption relied upon: The common stock was issued in reliance on the exemption from Securities Act registration requirements under Section 3(a)(9), on the basis that no commission or other remuneration was paid for soliciting the transactions.
  • Exchange ratios disclosed: One November 3 transaction used a ratio of 142 shares of common stock for one share of Series D Preferred Stock and four shares of Series B Preferred Stock; the November 6 transaction used 179 shares of common stock for four shares of Series B Preferred Stock and one share of Series D Preferred Stock.

Wheeler REIT Exchanges Preferred Stock for Common Shares in Back-to-Back Transactions

Wheeler Real Estate Investment Trust, Inc. (NASDAQ:WHLR) disclosed two rounds of preferred-for-common stock exchanges occurring on November 3 and November 6, 2026. In the November 3 transactions, the company agreed to issue a total of 809,880 shares of its common stock to two separate unaffiliated holders in exchange for an aggregate of 32,589 shares of Series B Preferred Stock and 2,550 shares of Series D Cumulative Convertible Preferred Stock. The filing describes two distinct exchange ratios within those transactions: one involved 142 shares of common stock for one share of Series D Preferred Stock and four shares of Series B Preferred Stock, while the other involved 20 shares of common stock for one share of Series D Preferred Stock.

Three days later, on November 6, 2026, the company agreed to issue 358,000 shares of common stock to a single unaffiliated holder in exchange for 8,000 shares of Series B Preferred Stock and 2,000 shares of Series D Preferred Stock. That transaction carried a ratio of 179 shares of common stock for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The filing notes that the company expects all transactions to settle in accordance with customary settlement cycles.

According to the filing, all preferred shares tendered in both rounds have been retired and cancelled, and no cash changed hands. The company relied on the Section 3(a)(9) exemption under the Securities Act of 1933, as amended, citing that the issuances constituted exchanges with existing securities holders and that no commission or other remuneration was paid or given directly or indirectly for soliciting the transactions. The report was signed by M. Andrew Franklin, Chief Executive Officer and President, on November 9, 2026.

What Was Disclosed

Wheeler Real Estate Investment Trust disclosed unregistered issuances of an aggregate 1,167,880 shares of common stock in exchange for preferred stock across two transaction dates, November 3 and November 6, 2026, with all exchanged preferred shares retired and cancelled and no cash proceeds received.