Wheeler Real Estate Investment Trust, Inc. filed a Form 8-K on November 6, 2026, disclosing the results of its 38th monthly Series D Cumulative Convertible Preferred Stock Holder Redemption Date and a corresponding adjustment to the conversion price of its 7.00% Subordinated Convertible Notes due 2031.

Key Highlights

  • 38th Holder Redemption Date: The 38th monthly Series D Preferred Stock Holder Redemption Date occurred on November 5, 2026.
  • Shares redeemed: Three redemption requests were processed, collectively redeeming 1,903 shares of Series D Preferred Stock at approximately $41.80 per share.
  • Common stock issued: The aggregate Redemption Price was settled through the issuance of 74,374 shares of Common Stock.
  • VWAP: The volume weighted average closing sales price of Common Stock for the ten consecutive trading days preceding November 5, 2026 was approximately $1.07 per share.
  • Note conversion price adjusted: The conversion price for the 7.00% Subordinated Convertible Notes due 2031 was further adjusted to approximately $0.59 per share of Common Stock, representing a 45% discount to $1.07.
  • Cumulative redemptions to date: The company has processed 453 total redemption requests, redeeming 1,834,581 shares of Series D Preferred Stock in aggregate.
  • Shares outstanding: As of November 5, 2026, the company had 1,862,906 shares of Common Stock and 1,723,288 shares of Series D Preferred Stock outstanding.

Wheeler REIT's November Series D Redemption and Note Conversion Price Adjustment

According to the filing, Wheeler Real Estate Investment Trust, Inc. (NASDAQ:WHLR) processed three redemption requests on November 5, 2026, the 38th monthly Holder Redemption Date for its Series D Cumulative Convertible Preferred Stock. The company disclosed that 1,903 shares of Series D Preferred Stock were redeemed at a price of approximately $41.80 per share, which the filing describes as "$25.00 per share plus the amount of all accrued but unpaid dividends to and including the November 5, 2026 Holder Redemption Date." The aggregate Redemption Price was settled entirely through the issuance of 74,374 shares of Common Stock.

The filing also disclosed an adjustment to the conversion price of the company's 7.00% Subordinated Convertible Notes due 2031. The company reported that the lowest price at which any Series D Preferred Stock was converted by a holder into Common Stock for the November redemptions was approximately $1.07. Pursuant to Section 14.02 (Optional Conversion) of the governing indenture, the conversion price for the Notes was further adjusted to approximately $0.59 per share of Common Stock, equating to approximately 42.50 shares of Common Stock for each $25.00 of principal amount converted, representing a 45% discount to $1.07.

On a cumulative basis, the company reported that it has processed 453 redemption requests to date, redeeming a total of 1,834,581 shares of Series D Preferred Stock. The filing states the company has issued approximately 91,000 shares of Common Stock in settlement of all such redemption requests in the aggregate. For the next monthly cycle, the deadline for redemption requests is November 25, 2026, with the next Holder Redemption Date scheduled for December 7, 2026. The filing contains forward-looking statements that the company notes are subject to risks and uncertainties and are not guarantees of future performance.

What Was Disclosed

Wheeler Real Estate Investment Trust disclosed the results of its 38th monthly Series D Preferred Stock redemption, including share counts, the per-share redemption price, settlement in Common Stock, and a downward adjustment to the conversion price of its 7.00% Subordinated Convertible Notes due 2031.