{"url_path":"/sec/whlr/8-k/2026-07-07/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-07","source_url":"https://www.sec.gov/Archives/edgar/data/1527541/0001527541-26-000207-index.html","accession_number":"0001527541-26-000207","cik":"0001527541","ticker":"WHLR","issuer_name":"Wheeler Real Estate Investment Trust, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1527541/0001527541-26-000207-index.html","primary_entity_key":"0001527541","primary_entity_name":"Wheeler Real Estate Investment Trust, Inc."},"word_count":561,"has_tables":true,"body_markdown":"Item 3.02 Unregistered Sales of Equity Securities\n\nOn June 26, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue 25,297 shares of its common stock, $0.01 par value per share (the “Common Stock”), to an unaffiliated holder of the Company’s securities (the “June 26 Investor”) in exchange for 2,468 shares of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and 617 shares of the Company’s Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock” and, together with the Series B Preferred Stock, the “Preferred Stock”). The transaction involved the issuance of forty-one shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transaction settled in accordance with customary settlement cycles.\n\nOn June 30, 2026, the Company agreed to issue an aggregate amount of 178,460 shares of Common Stock to three unaffiliated holders of the Company’s securities (together, the “June 30 Investors”) in four separate exchanges for an aggregate amount of 19,280 shares of the Series B Preferred Stock and 1,500 Series D Preferred Stock. Three transactions each involved the issuance of seven shares of Common Stock in exchange for one shares of Series B Preferred Stock. One transaction involved the issuance of fifty-seven shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transactions settled in accordance with customary settlement cycles.\n\nOn July 2, 2026, the Company agreed to issue an aggregate amount of 1,915,950 shares of Common Stock to five unaffiliated holders of the Company’s securities (together, the “July 2 Investors”) in separate exchanges for an aggregate amount of 151,635 shares of the Series B Preferred Stock and 11,100 Series D Preferred Stock . Three transactions each involved the issuance of ten shares of Common Stock in exchange for one share of Series B Preferred Stock. Two transactions each involved the issuance of seventy-six shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transactions settled in accordance with customary settlement cycles.\n\nPrior to the transaction of June 30, 2026, the Company issued, on June 26, 2026, shares of Common Stock that constituted less than 5% of the number of outstanding shares of Common Stock, and therefore disclosure of such transaction under Item 3.02 was not required at that time.\n\nThe Company did not receive any cash proceeds in these transactions, and the shares of the Preferred Stock exchanged have been retired and cancelled.\n\nThe Company issued the Common Stock to the June 26 Investor, the June 30 Investors and the July 2 Investors (together, the \"Investors\") in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 3(a)(9) of the Securities Act on the basis that the issuance of Common Stock to the Investors constituted an exchange with existing holders of the Company’s securities, and no commission or other remuneration was paid or given directly or indirectly for soliciting such transactions.\n\nThis 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."}