Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR) Issues Update on Series D Preferred Stock Redemptions and Potential Common Stock Issuance
Wheeler Real Estate Investment Trust, Inc. (the “Company”) filed a Form 8-K on June 8, 2026, providing critical updates regarding the redemption of its Series D Cumulative Convertible Preferred Stock (“Series D Preferred”) and the Company’s ability to settle these obligations in shares of its common stock.
Key Highlights from the 8-K Filing
- Redemption Settlement: On the June 5, 2026 Redemption Date, the Company settled the aggregate redemption price owed to Series D Preferred shareholders by issuing 251,090 shares of its Common Stock.
- Share Price Reference: The volume weighted average of the closing sales price (as reported on Nasdaq Capital Market) per share of Common Stock for the ten consecutive trading days immediately preceding, but not including, the June 5, 2026 Redemption Date was approximately \$1.26 per share.
Critical Shareholder Information & Potential Price-Sensitive Issues
-
Insufficient Registered Shares for Future Redemptions:
Based on historical volumes of monthly redemption requests, the Company is warning that it may not have enough shares of registered Common Stock available under its current registration statement to settle all Series D Preferred redemptions for the upcoming July 2026 Redemption Date.- This could result in the Company either issuing unregistered Common Stock to settle the redemptions or delaying the delivery of registered shares until the SEC clears a new registration statement.
-
Planned New Registration Statement:
The Company intends to file a new registration statement to register additional shares of Common Stock to cover future redemptions. However, there is no assurance that this new registration statement will be declared effective by the SEC before the July Redemption Date. -
Potential Use of Unregistered Shares or Delayed Settlement:
If the new registration statement is not effective by the July Redemption Date, the Company indicates it would likely either:- Issue unregistered Common Stock to satisfy redemption requests, OR
- Delay the delivery of registered Common Stock until SEC clearance is obtained
This scenario could have material implications for the liquidity and trading of the Company’s Common Stock, and could potentially affect the stock price, as the issuance of unregistered shares or a delay in settlement may raise concerns among investors and shareholders.
-
Resources for Preferred Holders:
The Company has posted required redemption forms and a list of frequently asked questions on its website at https://ir.whlr.us/series-d/series-d-redemption.
Forward-Looking Statements and Risk Factors
The filing includes cautionary language stating that the Company’s intention to file a new registration statement, and the effectiveness of such statement, are forward-looking statements subject to risks and uncertainties—including the risk that the SEC does not declare the new registration statement effective in time to meet the next redemption date. Actual results could differ materially from current expectations.
Why This Matters to Investors
- The possible shortfall of registered shares and the need to issue unregistered shares or delay settlement is a potentially material event for both Series D Preferred shareholders and Common Stockholders, as it may impact the liquidity, market perception, and potentially even the compliance status of the shares.
- Any delay or complication in the registration process with the SEC could affect shareholder value, especially for those relying on timely conversion and liquidity of their preferred shares or for those concerned about dilution and regulatory compliance on the common stock side.
Security Details
- Common Stock (WHLR): Listed on Nasdaq Capital Market
- Series B Convertible Preferred Stock (WHLRP): Listed on Nasdaq Capital Market
- Series D Cumulative Convertible Preferred Stock (WHLRD): Listed on Nasdaq Capital Market
- 7.00% Subordinated Convertible Notes due 2031 (WHLRL): Listed on Nasdaq Capital Market
The Company is incorporated in Maryland and its principal executive offices are located at 2529 Virginia Beach Blvd., Suite 200, Virginia Beach, VA 23452.
Disclaimer: This article is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. Forward-looking statements are subject to risks and uncertainties, and actual results may differ materially. Investors should review the official SEC filings and consult their own advisors before making investment decisions. The author and publisher assume no responsibility for any decisions made based on the information contained herein.
