Wheeler REIT Extends Stilwell Conversion Agreement, Registers 710,466 Pref Shares

What Happened

• Wheeler Real Estate Investment Trust, Inc. (WHLR) filed an 8-K on August 21, 2026 disclosing a third amendment to a letter agreement with Stilwell-affiliated holders (the “Stilwell Holders”). The amendment, signed August 17, 2026, extends the agreement to December 7, 2028 (the prior expiration was December 7, 2026).
• Under the original and amended letter agreements (initially entered December 5, 2023 and previously amended in 2024 and 2025), the Stilwell Holders agreed not to convert the Company’s 7.00% Subordinated Convertible Notes due 2031 if such conversion would cause them — alone or as a group — to become beneficial owners of 50% or more of the Company’s voting common equity.
• In return for the extension, Wheeler agreed to register the resale of all Series B Convertible Preferred Stock held by the Stilwell Holders. On August 17, 2026 the parties executed a Registration Rights Agreement to register 710,466 shares (representing all Series B Convertible Preferred Stock held by the Stilwell Holders).

Key Details

• Amendment date: August 17, 2026; 8-K filed August 21, 2026.
• New expiration of conversion restraint: December 7, 2028 (previously Dec 7, 2026).
• Securities covered by registration: 710,466 shares of Series B Convertible Preferred Stock.
• Notes referenced: 7.00% Subordinated Convertible Notes due 2031 (conversion restraint tied to 50% voting power threshold).

Why It Matters

• The extension delays any conversion-related path that could give the Stilwell Holders 50%+ voting control until at least December 7, 2028, preserving the current control balance for that period.
• Registering the resale of 710,466 Series B preferred shares increases those holders’ ability to sell their preferred stock into the public market, which can affect liquidity and the potential supply of convertible securities.
• For investors, this filing is material to considerations of potential dilution, control dynamics, and upcoming security liquidity — all of which relate to capital structure and governance risks, without indicating that conversion or sale will occur.