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Wheeler Real Estate Investment Trust, Inc. (WHLR) Form 424B3 — Oct 13, 2026

$WHLRForm 424B3Filed Oct 13, 2026, 12:55 PM ET0001213900-26-108911Original filing

Wheeler Real Estate Investment Trust (WHLR) entered a Note Purchase Agreement on October 13, 2026 to issue up to $25,000,000 of promissory notes, starting with a $1,000,000 note to an unaffiliated investor. The notes carry 0% interest, mature in 18 months, and are repaid through daily amortization payments of 0.4% of principal made in newly issued common stock at the prior day's closing price. Investors pay for the notes by surrendering shares of the company's Series D Cumulative Convertible Preferred Stock at its $25.00 liquidation preference rather than cash.

Key figures

Debt Amount
up to $25,000,000 aggregate principal (initial note $1,000,000)
Interest Rate
0
Maturity Date
18 months from issuance date
Floor price
$0.25 per share
Amortization rate
0.4% of original principal per trading day (adjustable 0.2%-0.6%)
Prospectus supplement number
70
Registration filing deadline
60 days following Stockholder Approval
Stockholder approval threshold
issuance of more than 19.99% of outstanding common stock (Nasdaq Rule 5635(d))
Series d liquidation preference
$25.00 per share

AI analysis

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