{"url_path":"/sec/whlr/8-k/2026-07-20/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":"2026-07-20","source_url":"https://www.sec.gov/Archives/edgar/data/1527541/0001527541-26-000223-index.html","accession_number":"0001527541-26-000223","cik":"0001527541","ticker":"WHLR","issuer_name":"Wheeler Real Estate Investment Trust, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1527541/0001527541-26-000223-index.html","primary_entity_key":"0001527541","primary_entity_name":"Wheeler Real Estate Investment Trust, Inc."},"word_count":327,"has_tables":true,"body_markdown":"Item 3.02 Unregistered Sales of Equity Securities\n\nOn July 14, 2026, Wheeler Real Estate Investment Trust, Inc. (the \"Company\") agreed to issue 352,000 shares of its common stock, $0.01 par value per share (the “Common Stock”) to an unaffiliated holder of the Company's securities (the “Investor”) in exchange for 6,400 shares of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and 1,600 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 two hundred twenty 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\nThe Company did not receive any cash proceeds in this transaction, and the shares of the Preferred Stock exchanged have been retired and cancelled.\n\nThe Company issued the Common Stock to the Investor 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 Investor constituted an exchange with an existing holder of the Company’s securities, and no commission or other remuneration was paid or given directly or indirectly for soliciting such transaction.\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.\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 20, 2026"}