Wheeler Real Estate Investment Trust: issues 517,000 common shares

What happened Wheeler Real Estate Investment Trust, Inc. filed a Current Report on Form 8-K on Oct 19, 2026 reporting that the company agreed to issue 517,000 shares of its common stock to an unaffiliated holder (the "Investor") in exchange for 11,000 shares of Series B preferred stock and 2,750 shares of Series D cumulative convertible preferred stock. The filing states the transaction involved issuing 188 shares of common stock in exchange for 1 share of Series D preferred stock and 4 shares of Series B preferred stock. The company did not receive any cash proceeds and the exchanged preferred shares were retired and cancelled.

Key details

• 517,000 shares of common stock agreed to be issued.
• Exchange consisted of 11,000 shares of Series B preferred and 2,750 shares of Series D preferred.
• Exchange ratio: 188 common shares per 1 Series D share and 4 Series B shares per 188 common shares.
• Issued in reliance on the exemption in Section 3(a)(9) of the Securities Act; transaction expected to settle in accordance with customary settlement cycles.

Why it may matter The filing reports Item 3.02 (Unregistered sales of equity securities), which covers exchanges or sales of the registrant's equity made without registration under the Securities Act. A filing does not show why the insider traded or why the company acted.