Results
Wheeler Real Estate Investment Trust Inc.
10/06/2026 | Press release | Distributed by Public on 10/06/2026 06:42
Private Placement, Corporate Action (Form 8-K)
Item 3.02 Unregistered Sales of Equity Securities
On September 30, 2026, Wheeler Real Estate Investment Trust, Inc. (the "Company") agreed to issue an aggregate amount of 161,700 shares of its common stock, $0.01 par value per share (the "Common Stock"), to Stilwell Activist Investments, L.P. and Stilwell Activist Fund, L.P. (together, the "Stilwell Investors") in separate exchanges for an aggregate amount of 30,800 shares of the Company's Series B Preferred Stock (the "Series B Preferred Stock") and 7,700 shares of the Company's Series D Cumulative Convertible Preferred Stock (the "Series D Preferred Stock" and, together with the Series B Preferred Stock, the "Preferred Stock"). Joseph Stilwell, a member of the Company's Board of Directors, is the managing member and owner of Stilwell Value LLC, which is the general partner of each of the Stilwell Investors. The transactions involved the issuance of twenty-one shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transactions settled in accordance with customary settlement cycles.
The Company did not receive any cash proceeds in these transactions, and the shares of the Preferred Stock exchanged have been retired and cancelled.
The Company issued the Common Stock to the Stilwell Investors in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), contained in Section 3(a)(9) of the Securities Act on the basis that the issuance of Common Stock to the Investors constituted an exchange with existing holders of the Company's securities, and no commission or other remuneration was paid or given directly or indirectly for soliciting such transactions.
This Current Report on Form 8-K does not constitute an offer to exchange any securities of the Company for the Common Stock, the Series D Preferred Stock, the Series B Preferred Stock or other securities of the Company.
Item 3.03. Material Modification to Rights of Security Holders
Conversion Price of 7.00% Subordinated Convertible Notes due 2031
Item 8.01 of this Current Report on Form 8-K as to the redemptions by the holders of the "Company's Series D Preferred Stock is incorporated herein by reference.
For the October redemptions, the lowest price at which any Series D Preferred Stock was converted by a holder thereof into the Company's Common Stock was approximately $4.96. Accordingly, pursuant to Section 14.02 (Optional Conversion) of the indenture governing the Company's 7.00% Subordinated Convertible Notes due 2031 (the "Notes"), the conversion price for the Notes was further adjusted to approximately $2.73 per share of Common Stock (approximately 9.17 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $4.96.
Wheeler Real Estate Investment Trust Inc. published this content on October 06, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 06, 2026 at 12:42 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]