{"url_path":"/sec/whlr/8-k/2026-07-07/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events","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":689,"has_tables":true,"body_markdown":"Item 8.01 Other Events\n\nConversion Price of 7.00% Subordinated Convertible Notes due 2031\n\nItem 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.\n\nFor the July 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 $1.22. 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 $0.67 per share of Common Stock (approximately 37.33 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $1.22.\n\nResults of July 2026 Series D Preferred Stock Redemptions\n\n•The 34th monthly “Holder Redemption Date” occurred on July 6, 2026.\n\n•The Company processed six redemption requests from holders of its Series D Preferred Stock, collectively redeeming 8,200 shares of Series D Preferred Stock for a redemption price of approximately $40.97 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the July 6, 2026 Holder Redemption Date) (the “Redemption Price”).\n\n•The Company settled the aggregate Redemption Price through the issuance of 275,883 shares of its Common Stock.\n\n•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 July 6, 2026 Holder Redemption Date was approximately $1.22.\n\nCumulative Series D Preferred Stock Redemption Information\n\n•To date, the Company has processed 427 redemption requests, collectively redeeming 1,811,928 shares of Series D Preferred Stock.\n\n•The Company has issued approximately 464,000 shares of its Common Stock in settlement of all such redemption requests in the aggregate.\n\n•As of July 6, 2026, the Company had 3,030,738 shares of Common Stock and 1,789,240 shares of Series D Preferred Stock outstanding.\n\nAugust 2026 Redemptions\n\n•The deadline for the next monthly round of Series D Preferred Stock redemptions is July 25, 2026.\n\n•The next monthly Holder Redemption Date will occur on August 5, 2026 (the \"August Redemption Date\").\n\n•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.\n\nInformation 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.\n\nForward-Looking Statements.\n\nThis 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, and include statements about the Company's intentions to file a registration statement and the effectiveness thereof. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Current Report on Form 8-K, and the Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein, or to reflect any change in our expectations with regard thereto or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required by applicable law.\n\nSIGNATURES\n\nPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\nWHEELER REAL ESTATE INVESTMENT TRUST, INC.\n\nBy: /s/ M. Andrew Franklin\n\n Name: M. Andrew Franklin\n\n Title: Chief Executive Officer and President\n\nDated: July 7, 2026"}