Wheeler REIT Agrees to Sell Up to $25 Million in Convertible Notes Settled in Preferred Stock
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.
Key points
- 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.
The filing
Written by AI on Nov 9, 2026, 8:38 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on October 13, 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.