Wheeler REIT Issues Common Stock for Series B & D Preferred Shares

What Happened Wheeler Real Estate Investment Trust, Inc. (WHLR) filed an 8‑K (Item 3.02) disclosing unregistered issuances of common stock in September 2026 in exchange for Series B and Series D cumulative convertible preferred shares. The company agreed to multiple exchange transactions dated September 8 and September 23, 2026, that convert various amounts of Series B and Series D preferred stock into common stock. One of the recipients on September 23, 2026, consists of Stilwell-affiliated investment funds; Joseph Stilwell, a member of WHLR’s board, is the managing member/owner of the general partner of those funds.

Key Details

• Sept. 8, 2026: WHLR agreed to issue 189,200 shares of common stock (pre‑reverse‑split) in exchange for 4,400 shares of Series B Preferred and 1,100 shares of Series D Preferred. Conversion reported as 172 common shares for each 4 Series B + 1 Series D; on a post‑one‑for‑nine reverse split basis this issuance represented ~21,022 common shares.
• Sept. 23, 2026 (unaffiliated holder): WHLR agreed to issue 162,244 shares of common stock in exchange for 41,061 shares of Series B Preferred (reported conversion: 4 common for 1 Series B).
• Sept. 23, 2026 (Stilwell Investors): WHLR agreed to issue an aggregate 566,670 shares of common stock in two exchanges for 58,120 shares of Series B Preferred and 14,530 shares of Series D Preferred (reported conversion: 39 common for each 4 Series B + 1 Series D). Joseph Stilwell is connected to these investor entities.
• The company expects each transaction to settle in accordance with customary settlement cycles. The filings note a one‑for‑nine reverse stock split of common stock effective Sept. 21, 2026 (affects post‑split share counts).

Why It Matters

• These transactions convert preferred shares into common shares, increasing the number of outstanding common shares (dilution) while reducing preferred share holdings. Retail investors should note the specific share amounts and the company’s recent one‑for‑nine reverse split when assessing post‑split dilution and ownership percentages.
• The Stilwell transactions involve entities affiliated with a company director (Joseph Stilwell), which the company discloses as relevant background for investors.
• All issuances were reported as unregistered private exchanges under Item 3.02; settlement timing follows normal cycles, and no additional financial terms or cash considerations were disclosed in the filing.