Results
Wheeler Real Estate Investment Trust Inc.
02/06/2026 | Press release | Distributed by Public on 02/06/2026 07:19
Material Event (Form 8-K)
Item 8.01 Other Events
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 February 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 $4.72. 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 2.60 per share of Common Stock (approximately 9.62 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $4.72.
Results of February 2026 Series D Preferred Stock Redemptions
•The 29th monthly "Holder Redemption Date" occurred on February 5, 2026.
•The Company processed two redemption requests from holders of its Series D Preferred Stock, collectively redeeming 10,700 shares of Series D Preferred Stock for a redemption price of approximately $42.35 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the February 5, 2026 Holder Redemption Date) (the "Redemption Price").
•The Company settled the aggregate Redemption Price through the issuance of 95,904 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 February 5, 2026 Holder Redemption Date was approximately $4.72.
Cumulative Series D Preferred Stock Redemption Information
•To date, the Company has processed 400 redemption requests, collectively redeeming 1,770,581 shares of Series D Preferred Stock.
•The Company has issued approximately 249,000 shares of its Common Stock in settlement of all such redemption requests in the aggregate.
•As of February 6, 2026, the Company had 790,739 shares of Common Stock and 1,577,898 shares of Series D Preferred Stock outstanding.
March 2026 Redemptions
•The deadline for the next monthly round of Series D Preferred Stock redemptions is February 25, 2026.
•The next monthly Holder Redemption Date will occur on March 5, 2026.
•Required redemption forms and a list of frequently asked questions can each be found on the Company's website at https://ir.whlr.us/series-d/series-d-redemption.
Information contained on the Company's website is not incorporated by reference into this Current Report on Form 8-K and should not be considered to be part of this Current Report on Form 8-K.
Forward-Looking Statements.
This Current Report on Form 8-K includes forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as "will, "anticipates," "possible," "likely," "plans," and "expects", or the negative of such terms, or other comparable terminology.
Wheeler Real Estate Investment Trust Inc. published this content on February 06, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 06, 2026 at 13:19 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]