Wheeler REIT Exchanges Preferred for 177,600 Common Shares

What Happened
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed an 8-K (Item 3.02) disclosing two private exchanges in early August 2026 where the company issued a total of 177,600 shares of its common stock in exchange for outstanding preferred shares. On August 5, 2026 the company agreed to issue 100,100 common shares to one unaffiliated holder in exchange for 2,800 shares of Series B Convertible Preferred Stock and 700 shares of Series D Cumulative Convertible Preferred Stock. On August 7, 2026 the company agreed to issue 77,500 common shares to a different unaffiliated holder in exchange for 2,000 Series B and 500 Series D preferred shares. The transactions settled in customary cycles and the exchanged preferred shares were retired and cancelled.

Key Details

• Total common shares issued: 177,600 (100,100 on Aug 5; 77,500 on Aug 7, 2026).
• Exchange ratios used: Aug 5 — 143 common shares for each block of 4 Series B + 1 Series D; Aug 7 — 155 common shares for each block of 4 Series B + 1 Series D.
• No cash proceeds were received; the exchanged preferred shares were retired and cancelled.
• Issuances relied on the Section 3(a)(9) exemption to the Securities Act (exchange with existing holders); no solicitation commissions were paid.

Why It Matters
These exchanges convert preferred claims into common equity, removing the exchanged preferred shares from the capital structure and increasing the company’s outstanding common shares by 177,600. For investors, that can affect share count and ownership percentages (potential dilution) and may reduce future preferred dividend or liquidation obligations tied to the retired preferred shares. The transactions were unregistered but took place under a statutory exemption (Section 3(a)(9)) and involved no cash inflows to the company.