Wheeler REIT Issues 2.96M Common Shares in Exchange for Preferred Stock

What Happened
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed an 8-K (Sept 2, 2026) disclosing that it issued a total of 2,962,147 shares of its common stock in two sets of non‑cash exchanges with unaffiliated holders on August 28, 2026 and September 1, 2026. On August 28 the company issued 2,392,520 common shares to six holders in nine exchanges in exchange for 211,393 shares of Series B Preferred and 21,918 shares of Series D Preferred. On September 1 the company issued 569,627 common shares to two holders in exchange for 22,279 Series B Preferred and 5,000 Series D Preferred. The preferred shares surrendered were retired and cancelled.

Key Details

• Total common shares issued: 2,962,147 (2,392,520 on Aug 28; 569,627 on Sept 1, 2026).
• Preferred shares exchanged and cancelled: 233,672 Series B and 26,918 Series D (aggregate).
• No cash proceeds were received; transactions were settled in customary settlement cycles.
• Issuances relied on the Securities Act exemption in Section 3(a)(9) as exchanges with existing holders; no solicitation fees were paid.

Why It Matters
This filing reports a change in the company’s capital structure: preferred shares were converted into nearly 3.0 million common shares and the preferred shares were cancelled. For investors, that increases the number of outstanding common shares, which can affect per‑share metrics (like earnings per share and ownership percentages). The transactions were unregistered exchanges relying on a statutory exemption and did not involve cash proceeds.