{"url_path":"/sec/whlrl/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/1527541/0001527541-26-000128-index.html","accession_number":"0001527541-26-000128","cik":"0001527541","ticker":"WHLR","issuer_name":"Wheeler Real Estate Investment Trust, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1527541/0001527541-26-000128-index.html","primary_entity_key":"0001527541","primary_entity_name":"Wheeler Real Estate Investment Trust, Inc."},"word_count":316,"has_tables":true,"body_markdown":"Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds.\n\n \n\nUnregistered Sales of Equity Securities\n\nExchange Transactions\n\nDuring the three months ended March 31, 2026, the Company issued an aggregate of 185,886 shares of its Common Stock to unaffiliated holders of the Company’s securities in exchange for 27,351 shares of the Company’s Series D Preferred Stock and 54,702 shares of the Company's Series B Preferred Stock. The Company did not receive any cash proceeds as a result of the exchanges, and the shares of the Preferred Stock exchanged have been retired and cancelled. The Company issued the Common Stock in these transactions in reliance upon the exemption from the registration requirements of the Securities Act contained in Section 3(a)(9) of the Securities Act on the basis that the issuance of Common Stock 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\nSales of Series D Preferred Stock\n\nDuring the three months ended March 31, 2026, the Company issued an aggregate of 187,000 shares of its Series D Preferred Stock to certain investors in consideration for 294,000 shares of Cedar Series C Preferred Stock held by such investors. Immediately following the closing of each transaction, WHLR contributed the acquired Cedar Preferred Stock to Cedar and those shares were retired. The Company did not receive any cash proceeds as a result of the transactions. The Company issued Series D Preferred Stock in these transactions in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering.\n\nAll of the foregoing issuances of Common Stock and Series D Preferred Stock were made to \"accredited investors.\"\n\nSee Note 10, Equity and Mezzanine Equity, to our condensed consolidated financial statements included in this Form 10-Q for additional details.\n\nIssuer Purchases of Equity Securities\n\nNone."}