Opening the filing
8-K
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 Wheeler Real Estate Investment Trust, Inc.’s (the “Company”) Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) is incorporated herein by reference.
For the September redemptions, the lowest price at which any Series D Preferred Stock was converted by a holder thereof into the Company’s common stock, par value $0.01 (“Common Stock”) was approximately $0.98. 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 $0.54 per share of Common Stock (approximately 46.43 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $0.98.
Item 8.01 Other Events
Results of September 2026 Series D Preferred Stock Redemptions
• The 36th monthly “Holder Redemption Date” occurred on September 8, 2026.
• The Company processed eight redemption requests from holders of its Series D Preferred Stock, collectively redeeming 8,200 shares of Series D Preferred Stock for a redemption price of approximately $41.66 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the September 8, 2026 Holder Redemption Date) (the “Redemption Price”).
• The Company settled the aggregate Redemption Price through the issuance of 348,896 shares of its Common Stock.
• The volume weighted average of the closing sales price, as reported on the Nasdaq Capital Market, per share of Common Stock for the ten consecutive trading days immediately preceding, but not including, the September 8, 2026 Holder Redemption Date was approximately $0.98.
Cumulative Series D Preferred Stock Redemption Information
• To date, the Company has processed 442 redemption requests, collectively redeeming 1,827,228 shares of Series D Preferred Stock.
• The Company has issued approximately 473,000 shares of its Common Stock in settlement of all such redemption requests in the aggregate.
• As of September 8, 2026, the Company had 4,924,701 shares of Common Stock and 1,726,704 shares of Series D Preferred Stock outstanding.
October 2026 Redemptions
• The deadline for the next monthly round of Series D Preferred Stock redemptions is September 25, 2026.