Wheeler Real Estate Investment Trust Inc.
08/11/2026 | Press release | Distributed by Public on 08/11/2026 06:45
Private Placement (Form 8-K)
Item 3.02 Unregistered Sales of Equity Securities
On August 5, 2026, Wheeler Real Estate Investment Trust, Inc. (the "Company") agreed to issue 100,100 shares of its common stock, $0.01 par value per share (the "Common Stock"), to an unaffiliated holder of the Company's securities (the "August 5 Investor") in exchange for 2,800 shares of the Company's Series B Convertible Preferred Stock (the "Series B Preferred Stock") and 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"). The transaction involved the issuance of one hundred forty-three shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transaction settled in accordance with customary settlement cycles.
On August 7, 2026, the Company agreed to issue 77,500 shares of Common Stock to an unaffiliated holder of the Company's securities (the "August 7 Investor") in exchange for 2,000 shares of the Series B Preferred Stock and 500 shares of the Series D Preferred Stock. The transaction involved the issuance of one hundred fifty-five shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transaction 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 August 5 Investor and the August 7 Investor (together, the "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.
Wheeler Real Estate Investment Trust Inc. published this content on August 11, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on August 11, 2026 at 12:45 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]