---
schema_version: "secwatch.filing_event.v1"
accession: "0001527541-25-000230"
form_type: "8-K"
ticker: "WHLR"
cik: "0001527541"
company_name: "Wheeler Real Estate Investment Trust, Inc."
filed_at: "2025-09-12T23:59:59+00:00"
generated_at: "2026-05-17T06:44:27.310982+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Wheeler REIT issues ~1.37M common shares in exchange for Preferred (Series B & D) without cash

## Summary
- Sep 9: 365k common shares for 14.6k Series D and 29.2k Series B at 25:2:1 ratio.
- Sep 11: 1.008M common shares for 42k Series D and 84k Series B at 24:2:1 ratio.
- Total common shares issued: 1.373M; preferred retired: 56.6k Series D and 113.2k Series B.
- No cash received; exempt under Section 3(a)(9) of Securities Act.
- Preferred shares retired and cancelled; no further dividend obligations on those shares.

## SEC filing metadata
- accession: 0001527541-25-000230
- form_type: 8-K
- ticker: WHLR
- cik: 0001527541
- company_name: Wheeler Real Estate Investment Trust, Inc.
- filed_at: 2025-09-12T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 3.02
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1527541/000152754125000230/0001527541-25-000230-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1527541/000152754125000230/whlr-20250909.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001527541-25-000230
- JSON: https://secwatch.observer/filing/0001527541-25-000230.json
- Plain text: https://secwatch.observer/filing/0001527541-25-000230.txt

## Key facts
- Equity Issuances
  Wheeler Real Estate Investment Trust, Inc. issued 365,000 shares of common stock to two unaffiliated holders (September 9 Investors) for exchange for 14,600 shares of Series D Preferred Stock and 29,200 shares of Series B Preferred Stock; no cash proceeds.
  - Security: common stock
  - Shares: 365,000 shares
  - Purchaser: two unaffiliated holders (September 9 Investors)
  - Consideration: exchange for 14,600 shares of Series D Preferred Stock and 29,200 shares of Series B Preferred Stock; no cash proceeds
  source text: On September 9, 2025, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 365,000 shares of its common stock, $0.01 par value per share (the “Common Stock”), to two unaffiliated holders of the Company’s securities (together, the “September 9 Investors”) in separate exchanges for an aggregate amount of 14,600 shares of the Company’s Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) and 29,200 shares of the Company's Series B Convertible Preferred Stock (the “Series B Preferred Stock” and, together with the Series D Preferred Stock, the “Preferred Stock”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1527541/000152754125000230/0001527541-25-000230-index.htm
- Equity Issuances
  Wheeler Real Estate Investment Trust, Inc. issued 1,008,000 shares of common stock to two unaffiliated holders (September 11 Investors) for exchange for 42,000 shares of Series D Preferred Stock and 84,000 shares of Series B Preferred Stock; no cash proceeds.
  - Security: common stock
  - Shares: 1,008,000 shares
  - Purchaser: two unaffiliated holders (September 11 Investors)
  - Consideration: exchange for 42,000 shares of Series D Preferred Stock and 84,000 shares of Series B Preferred Stock; no cash proceeds
  source text: On September 11, 2025, the Company agreed to issue an aggregate amount of 1,008,000 shares of Common Stock to two unaffiliated holders of the Company’s securities (together, the “September 11 Investors”) in separate exchanges for an aggregate amount of 42,000 shares of the Series D Preferred Stock and 84,000 shares of the Series B Preferred Stock.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1527541/000152754125000230/0001527541-25-000230-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.