Wheeler REIT Adjusts Conversion Price on 7.00% Convertible Notes

What Happened

• Wheeler Real Estate Investment Trust, Inc. (WHLR) filed an 8-K on September 9, 2026 (Items 3.03 and 8.01) announcing a material modification to the conversion terms of its 7.00% Subordinated Convertible Notes due 2031.
• Pursuant to Section 14.02 (Optional Conversion) of the indenture, the conversion price for the Notes was adjusted to approximately $0.54 per share of common stock (approximately 46.43 shares of common stock per $25.00 of principal) after certain Series D Cumulative Convertible Preferred Stock redemptions in September.

Key Details

• Filing date: September 9, 2026 (Form 8-K; Items 3.03, 8.01).
• Adjusted conversion price: ~ $0.54 per share of common stock.
• Conversion ratio: ~ 46.43 shares of common stock for each $25.00 principal amount of Notes.
• Trigger: Lowest Series D Preferred Stock conversion price in September was ~ $0.98, resulting in the 45% discount adjustment to the Notes’ conversion price.

Why It Matters

• This change lowers the per‑share conversion price for noteholders, meaning each $25 of converted principal will yield more common shares than before, which can increase potential dilution to existing common shareholders if conversions occur.
• The adjustment is a mechanical result of the indenture’s conversion provisions tied to Series D Preferred conversions; it does not report earnings or other operating results, but is material to capital structure and investor dilution considerations.