Wheeler REIT: issues 2,649,319 shares for preferred stock

What happened The filing states that Wheeler Real Estate Investment Trust, Inc. agreed to issue an aggregate amount of 2,649,319 shares of its common stock in exchange for aggregate amounts of Series B Preferred Stock and Series D Cumulative Convertible Preferred Stock in transactions occurring on Oct 6, Oct 7, Oct 8 and Oct 9, 2026. The Company agreed to issue 917,868 shares on Oct 6, 2026; 780,881 shares on Oct 7, 2026; 824,696 shares on Oct 8, 2026; and 125,874 shares on Oct 9, 2026.

Key details

• The exchanges involved an aggregate of 141,952 shares of Series B Preferred Stock and 17,233 shares of Series D Preferred Stock surrendered for common stock.
• No cash proceeds were received by the Company, and the surrendered preferred shares have been retired and cancelled.
• The Company issued the common stock in reliance on the exemption in Section 3(a)(9) of the Securities Act, stating the exchanges were with existing holders and no commission was paid.
• The Company expects the transactions to settle in accordance with customary settlement cycles; the report was signed Oct 13, 2026 by M. Andrew Franklin, Chief Executive Officer and President.

Why it may matter

• Item 3.02 (Unregistered sales of equity securities) was reported, which covers issuance of securities in transactions exempt from registration.
• The filing does not show why the insider traded or why the company acted.