Wheeler Real Estate Investment Trust, Inc. agreed to issue 517,000 shares of its common stock to an unaffiliated investor in exchange for preferred shares. The transaction, reported on a Form 8-K filed with the Securities and Exchange Commission on October 19, 2026, involved no cash proceeds to the company.
The exchange was structured as a direct swap of equity securities. The investor surrendered 11,000 shares of the company's Series B Preferred Stock and 2,750 shares of its Series D Cumulative Convertible Preferred Stock. In return, the investor received the 517,000 shares of common stock, which carry a par value of $0.01 per share. The company stated that the transaction settled in accordance with customary cycles.
The mechanics of the swap followed a specific ratio. The company issued 188 shares of common stock for every one share of Series D Preferred Stock and four shares of Series B Preferred Stock exchanged. This ratio accounts for the total volume of securities transferred between the parties during the agreement.
Upon completion of the exchange, the preferred shares surrendered by the investor were retired and cancelled. This action reduces the outstanding count of those specific preferred classes while increasing the outstanding common stock. The company did not receive any cash proceeds from this specific transaction, meaning the event was purely an internal reallocation of equity ownership rather than a capital raise.
The company relied on Section 3(a)(9) of the Securities Act of 1933 to exempt this issuance from registration requirements. This exemption applies because the issuance was an exchange with an existing holder of the company's securities, and no commission or other remuneration was paid directly or indirectly for soliciting the transaction. The filing explicitly notes that the report does not constitute an offer to exchange any other securities.
Wheeler Real Estate Investment Trust, Inc., incorporated in Maryland, is headquartered at 2529 Virginia Beach Blvd in Virginia Beach, VA. The company's securities are registered under Section 12(b) of the Exchange Act. Its common stock trades on the Nasdaq Capital Market under the symbol WHLR. The Series B Preferred Stock trades under WHLRP, and the Series D Cumulative Convertible Preferred Stock trades under WHLRD. The company also has 7.00% Subordinated Convertible Notes due 2031 trading under WHLRL.
M. Andrew Franklin, Chief Executive Officer and President of Wheeler Real Estate Investment Trust, Inc., signed the Form 8-K on behalf of the registrant. The report covers events dated October 13, 2026.