Every material Form 8-K Wheeler Real Estate Investment Trust, Inc. has filed with the SEC since October 06, 2026, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Wheeler Real Estate Investment Trust reported its November 2026 Series D Preferred Stock redemptions, which were settled with common stock at about $1.07 per share. Under the indenture for its 7.00% Subordinated Convertible Notes due 2031, the notes' conversion price was adjusted to about $0.59 per share, a 45% discount to $1.07, which means more common shares are needed to convert each $25.00 of note principal. Existing shareholders should weigh the new common share issuances and the lower note conversion price against the company's outstanding share count.
On November 5, 2026, three requests redeemed 1,903 Series D shares at about $41.80 per share, settled with 74,374 common shares.
Note conversion price adjusted to about $0.59 per share, or about 42.50 shares per $25.00 of principal, a 45% discount to $1.07.
Cumulative to date: 453 redemption requests, 1,834,581 Series D shares redeemed, and about 91,000 common shares issued.
As of November 5, 2026: 1,862,906 common shares and 1,723,288 Series D shares outstanding; next redemption deadline is November 25, 2026, and next Holder Redemption Date is December 7, 2026.
Wheeler Real Estate Investment Trust reported a net loss attributable to common stockholders of $5.5 million for the three months ended September 30, 2026, and total revenue fell 2.8% year-over-year to $23.2 million. Management cited same-property NOI growth of 5.8%, higher occupancy and a $16.6 million reduction in Series B preferred liquidation value, but FFO was $(3.3) million compared with $18.1 million a year earlier, which matters for shareholders assessing the company's core operating earnings.
Net loss attributable to common stockholders of $5.5 million, or $(113.37) per share, for the three months ended September 30, 2026
Total revenue of $23.2 million, down 2.8% year-over-year, with 10 fewer centers than the prior year
FFO of $(3.3) million versus $18.1 million a year earlier; AFFO of $2.8 million versus $2.0 million
$6.8 million non-operating loss from changes in fair value of derivative liabilities; total debt of $471.2 million versus $482.8 million at year-end 2025
Wheeler Real Estate Investment Trust entered into a Note Purchase Agreement on October 13, 2026, to issue promissory notes totaling up to $25 million in principal, with the initial note at $1 million. The notes carry 0.00% interest, mature 18 months after issuance, and require amortization payments that can be made in common stock, which could dilute existing shareholders, subject to stockholder approval and an effective registration statement.
Initial Note Investor purchase: $1,000,000 principal note; maximum aggregate principal of up to $25,000,000 across Notes.
Notes bear 0.00% interest and mature 18 months after issuance; amortization payment set at 0.4% of original principal per trading day, adjustable between 0.2% and 0.6%.
Amortization payments are paid in common stock at market value, or in cash if the price is below $0.25 per share or other listed conditions are not met.
Closing requires stockholder approval for issuance above 19.99% of outstanding common stock and an effective resale registration statement; purchase price is paid in Series D Preferred Stock at $25.00 liquidation preference.
Wheeler Real Estate Investment Trust settled its October 5, 2026 Series D preferred redemptions by issuing 46,133 shares of common stock, and it issued 161,700 common shares on September 30 to Stilwell Activist entities in exchange for Series B and Series D preferred stock. Because the lowest conversion price in October was about $4.96, the conversion price on its 7.00% Subordinated Convertible Notes due 2031 was adjusted to about $2.73 per share, a 45% discount to $4.96. The share issuances add to the common share count, and the Stilwell transaction involves a company director.
October 5, 2026 redemption: eight requests redeemed 5,450 Series D preferred shares at about $41.96 per share, settled with 46,133 common shares
September 30, 2026: 161,700 common shares issued to Stilwell Activist Investments, L.P. and Stilwell Activist Fund, L.P. for 30,800 Series B and 7,700 Series D preferred shares; no cash proceeds; director Joseph Stilwell is linked to the in
Notes conversion price adjusted to about $2.73 per share (about 9.17 shares per $25.00 of principal)
As of October 5, 2026: 1,506,932 common shares and 1,703,374 Series D preferred shares outstanding; next Holder Redemption Date is November 5, 2026
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
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