Wheeler REIT Issues 841,628 Common Shares in Exchange for Preferred Stock

What Happened
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed an 8-K on September 8, 2026, disclosing that it agreed to issue a total of 841,628 shares of its common stock to three unaffiliated holders in private exchanges for outstanding preferred shares. The exchanges occurred on September 2 and September 3, 2026, and involved the Company retiring and cancelling the surrendered Series B Preferred Stock and Series D Cumulative Convertible Preferred Stock. No cash was received in these transactions.

Key Details

• Total common shares issued: 841,628 (581,328 shares issued to two investors on Sept. 2; 260,300 shares issued to one investor on Sept. 3, 2026).
• Preferred shares surrendered and cancelled: 23,664 shares of Series B and 3,537 shares of Series D in the Sept. 2 exchanges; 7,600 Series B and 1,900 Series D in the Sept. 3 exchange.
• Examples of exchange terms reported: e.g., 124 common shares issued for 4 Series B + 1 Series D (one Sept. 2 transaction); 137 common shares issued for 4 Series B + 1 Series D (Sept. 3 transaction).
• Issuance relied on the Section 3(a)(9) exemption to the Securities Act (exchange with existing holders); no commissions or solicitation fees were paid.

Why It Matters
For investors, this reduces outstanding preferred shares and increases common share count by 841,628 shares, which may affect per-share metrics (e.g., earnings per share) and shareholder composition. The transactions were non‑cash exchanges with unaffiliated holders and were completed under a securities-exchange exemption, so no proceeds were received by the company.