Key Highlights

  • Wheeler reported that holders of Series B and Series D preferred stock exchanged them for common stock in three transactions.
  • The exchanges produced 749,936 new common shares on a post-split basis, and the company received no cash proceeds.
  • Three Stilwell funds exchanged 58,120 Series B and 14,530 Series D shares for 566,670 common shares on September 23, 2026.
  • The exchanged Preferred Shares were retired and canceled, reducing the outstanding Series B and Series D preferred stock.

Wheeler Real Estate Investment Trust, Inc. (NASDAQ:WHLR) reported in a Form 8-K filed on September 29, 2026 that holders of its Series B and Series D preferred stock exchanged those shares for common stock in three separate transactions, resulting in roughly 750,000 new common shares in total.

The company said it received no cash proceeds from any of the exchanges.

The Three Exchanges

The first exchange took place on September 8, 2026, with an unaffiliated investor the filing calls the September 8 Investor. That holder exchanged 4,400 shares of Series B preferred and 1,100 shares of Series D preferred for 189,200 shares of common stock on a pre-split basis, which the filing gives as 21,022 shares on a post-split basis. The stated ratio was 172 common shares for every four Series B shares and one Series D share.

On September 23, 2026, a second unaffiliated investor exchanged 41,061 shares of Series B preferred for 162,244 shares of common stock, at a ratio of four common shares for each Series B share. Also on September 23, 2026, three funds known as the Stilwell investors, Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P. and Stilwell Associates, L.P., exchanged 58,120 shares of Series B preferred and 14,530 shares of Series D preferred for 566,670 shares of common stock. That ratio was 39 common shares for each four Series B shares and one Series D share.

On the post-split basis given in the filing, the three exchanges total 21,022 plus 162,244 plus 566,670 common shares, or 749,936 shares, which is the source of the roughly 750,000 figure.

The Legal Basis

The company said it issued the common stock in reliance on the exemption from registration in Section 3(a)(9) of the Securities Act, which covers securities exchanged by an issuer with its existing security holders when no commission or other remuneration is paid for soliciting the exchange.

The preferred shares that were exchanged were retired and canceled, according to the filing. That means the outstanding Series B and Series D preferred stock declined by the numbers exchanged, while the number of common shares increased.

The Parties

The filing identifies the Stilwell investors by name but describes the other two holders only as unaffiliated investors. The September 8 and Stilwell exchanges each involved both Series B and Series D shares, while the first September 23 exchange involved only Series B shares.

Jason F. Simone, the company's Chief Financial Officer, signed the report. The 8-K is filed under Item 3.02, unregistered sales of Equity securities, with a report date of September 23, 2026.

Wheeler's Preferred Stock Count After the Exchanges

The report date on the filing is September 23, 2026, although the earliest of the three exchanges took place on September 8, 2026. Additional exchanges with other preferred holders would need to be disclosed if they meet the reporting threshold for unregistered sales.