Wheeler Real Estate Investment Trust, Inc. Announces Unregistered Sale of Series D Preferred Stock in Exchange for Subsidiary Securities

Wheeler Real Estate Investment Trust, Inc. (Nasdaq: WHLR) has disclosed in its latest Form 8-K filing that it has completed a series of unregistered equity transactions involving its Series D Preferred Stock. These transactions are significant for shareholders and potential investors, as they involve the exchange of subsidiary preferred stock for the parent company’s equity, and may impact the capital structure of the company.

Key Highlights of the Report

• Unregistered Sales of Series D Preferred Stock:
  • On March 16, 2026, and April 1, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) entered into subscription agreements with unaffiliated investors (the “Series D Investor”).
  • The Company issued a total of 146,666 shares of its Series D Preferred Stock across both dates. Specifically, 80,000 shares were issued on March 16, and 66,666 shares on April 1.
• Consideration for the Transaction:
  • In exchange for these Series D Preferred Stock shares, the Company received a total of:
    • 210,000 shares of 6.50% Series C Cumulative Redeemable Preferred Stock (“Cedar Series C Preferred Stock”)
    • 10,000 shares of 7.25% Series B Cumulative Redeemable Preferred Stock (“Cedar Series B Preferred Stock”) of its subsidiary, Cedar Realty Trust, Inc. (“Cedar”)
  • All the Cedar Series C and Series B Preferred Stock was acquired from the Series D Investor and then immediately retired by the Company after being contributed back to Cedar, thus reducing the outstanding preferred stock at the subsidiary level.
• Regulatory Exemption:
  • The issuance of the Series D Preferred Stock was conducted as a private placement relying on the exemption from registration provided by Section 4(a)(2) of the Securities Act, as the transaction did not involve a public offering.
• Capital Structure and Securities Listing:
  • Wheeler Real Estate Investment Trust, Inc. is a Maryland corporation with its principal office in Virginia Beach, VA.
  • The company’s securities listed on the Nasdaq Capital Market include:
    • Common Stock (Trading Symbol: WHLR)
    • Series B Convertible Preferred Stock (WHLRP)
    • Series D Cumulative Convertible Preferred Stock (WHLRD)
    • 7.00% Subordinated Convertible Notes due 2031 (WHLRL)

Potential Price-Sensitive Information

• Balance Sheet Impact:
  • The exchange and retirement of subsidiary preferred shares (Cedar Realty Trust) may strengthen the parent’s control over its subsidiary and potentially improve consolidated financial metrics by reducing preferred equity obligations at the subsidiary level.
• Equity Dilution:
  • The issuance of 146,666 shares of Series D Preferred Stock increases the outstanding preferred equity at the parent level, which could have implications for future dividend requirements and potentially for dilution depending on convertibility terms.
• No Public Offering:
  • These transactions were not made via a public offering and were not registered with the SEC, which means liquidity for these Series D shares may be limited initially.
• No Immediate Offer to Purchase or Sell:
  • The company makes clear that this filing does not constitute an offer to exchange or sell securities to the public.

What Shareholders Should Know

• This transaction reflects active balance sheet management at both the parent and subsidiary levels.
• Retiring subsidiary preferred stock could reduce interest or dividend expenses and strengthen the corporate structure.
• The creation of new Series D Preferred Stock could impact dividend coverage and future dilution, depending on the terms of those preferred shares.
• As these are unregistered, privately-placed securities, there may be limited immediate impact on public float but the shift in capital structure could be material over time.

Disclaimer

This article is for informational purposes only and does not constitute investment advice, an offer to buy or sell securities, or a solicitation of an offer to buy or sell securities. Investors should perform their own due diligence or consult a qualified financial advisor before making investment decisions. The information provided is based on the company’s public filings as of April 2026 and may be subject to updates or changes.

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