Wheeler Real Estate Investment Trust Inc.
04/06/2026 | Press release | Distributed by Public on 04/06/2026 06:46
Private Placement (Form 8-K)
Item 3.02 Unregistered Sales of Equity Securities
Sale of Series D Preferred Stock
On March 16, 2026 and April 1, 2026, the Company entered into subscription agreements with unaffiliated investors (the "Series D Investor") pursuant to which the Company issued 80,000 and 66,666 shares of its Series D Preferred Stock, respectively, in consideration for 120,000 and 90,000 shares of 6.50% Series C Cumulative Redeemable Preferred Stock (the "Cedar Series C Preferred Stock"), respectively, and 0 and 10,000 of 7.25% Series B Cumulative Redeemable Preferred Stock (the "Cedar Series B Preferred Stock"), respectively, of the Company's subsidiary Cedar Realty Trust, Inc. ("Cedar"), held by the Series D Investor. Immediately following the closing of such transactions, the Company contributed the acquired Cedar Series C Preferred Stock and Cedar Series B Preferred Stock to Cedar and those shares were retired.
The Company issued the Series D Preferred Stock to the Series D Investor in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering.
This Current Report on Form 8-K does not constitute an offer to exchange any securities of the Company for the Common Stock, the Series D Preferred Stock, the Series B Preferred Stock or other securities of the Company, nor an offer to sell or the solicitation of an offer to buy any securities of the Company.
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