Wheeler Real Estate Investment Trust, Inc. 8-K

What Happened

• Wheeler Real Estate Investment Trust, Inc. (WHLR) announced the issuance of 439,300 shares of its common stock to two unaffiliated holders in exchange for an aggregate of 19,100 shares of Series D Cumulative Convertible Preferred Stock and 38,200 shares of Series B Convertible Preferred Stock.
• The exchanges settled on February 6, 2026; the preferred shares surrendered were retired and cancelled. The company received no cash proceeds.

Key Details

• Total common shares issued: 439,300.
• Preferred shares exchanged and cancelled: 19,100 Series D and 38,200 Series B (57,300 total).
• Exchange ratio: 23 common shares issued in exchange for each 2 Series B shares plus 1 Series D share.
• Transaction relied on the Section 3(a)(9) exemption from registration; no commissions or solicitation fees were paid.

Why It Matters

• The issuance increases the company’s outstanding common stock by 439,300 shares (dilutive effect relative to prior common share count).
• The cancelled preferred shares reduce the company’s preferred equity obligations (no cash was raised).
• Investors should note this was an exchange with existing holders (not a public offering) and review company filings for updated total shares outstanding and potential impact on ownership percentages.