Wheeler REIT issues 439,300 common shares in exchange for Series B and D preferred

Wheeler Real Estate Investment Trust, Inc.

Issued 439,300 common shares to two unaffiliated holders in exchange for 19,100 Series D and 38,200 Series B preferred shares.
Exchange ratio: 23 common shares per 2 Series B and 1 Series D preferred shares.
No cash proceeds received; exchanged preferred shares retired and cancelled.
Transaction closed February 6, 2026, relying on Section 3(a)(9) exemption.
Common share count increased by 439,300; no impact on cash or debt.

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Wheeler Real Estate Investment Trust, Inc. issued 439,300 shares of common stock to two unaffiliated holders for exchange for an aggregate amount of 19,100 shares of Series D Preferred Stock and 38,200 shares of Series B Preferred Stock.

Security: common stock
Shares: 439,300 shares
Purchaser: two unaffiliated holders
Consideration: exchange for an aggregate amount of 19,100 shares of Series D Preferred Stock and 38,200 shares of Series B Preferred Stock

Exact text from the filing

On February 6, 2026 Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 439,300 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 “Investors”) in separate exchanges for an aggregate amount of 19,100 shares of the Company’s Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) and 38,200 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”).

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Source: SEC EDGAR

accession 0001527541-26-000025

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