{"filing":{"accession_number":"0001527541-26-000207","cik":"0001527541","ticker":"WHLRL","company_name":"Wheeler Real Estate Investment Trust, Inc.","form":"8-K","filing_date":"2026-07-07","report_date":null,"primary_document":"whlr-20260630.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1527541/000152754126000207/whlr-20260630.htm"},"events":[{"id":16325,"run_id":14577,"accession_number":"0001527541-26-000207","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"Wheeler Real Estate issued approximately 2.12 million shares of common stock across three tranches in June-July 2026 in exchange for preferred stock held by existing security holders, relying on Section 3(a)(9) exemption. Additionally, the Company issued approximately 739,883 shares cumulatively (275,883 in July 2026 and ~464,000 to date) through redemptions of Series D Cumulative Convertible Preferred Stock, with the conversion price of the 7.00% Subordinated Convertible Notes due 2031 adjusted downward to $0.67 per share, representing a 45% discount and material dilution to existing shareholders.","company_name":"Wheeler Real Estate Investment Trust, Inc.","ticker":"WHLRL","filing_date":"2026-07-07","form":"8-K","submitted_at":null,"items":[{"id":14394,"accession_number":"0001527541-26-000207","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses unregistered issuances of common stock totaling approximately 2.12 million shares across three tranches (June 26, June 30, and July 2, 2026) in exchange for preferred stock held by existing security holders. The transactions relied on Section 3(a)(9) of the Securities Act, which exempts exchanges with existing holders from registration. The aggregate dilution is material and the filing explicitly states the Company received no cash proceeds, indicating these are equity-for-equity conversions typical of dilutive preferred-to-common exchanges.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T19:14:16.147907+00:00","company_name":"","ticker":null,"filing_date":""},{"id":14395,"accession_number":"0001527541-26-000207","item_number":"8.01","item_title":"Other Events","event_type":"financial_other","event_domain":"financial","is_material":true,"confidence":0.72,"reasoning":"The disclosure concerns the conversion price of Wheeler Real Estate's 7.00% Subordinated Convertible Notes due 2031, disclosed under Item 8.01 (Other Events). This is a financial event related to an existing convertible debt instrument—specifically an adjustment or determination of its conversion terms. While not a new debt issuance (which would be debt_issuance), nor a covenant breach, this conversion price adjustment is material to investors holding or evaluating the convertible notes, as it affects the equity conversion mechanics and potential dilution. The event is financial in nature but does not fit the specific categories of debt_issuance, covenant_breach, or other named financial types, making financial_other the most appropriate classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T19:14:16.147907+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":14394,"accession_number":"0001527541-26-000207","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses unregistered issuances of common stock totaling approximately 2.12 million shares across three tranches (June 26, June 30, and July 2, 2026) in exchange for preferred stock held by existing security holders. The transactions relied on Section 3(a)(9) of the Securities Act, which exempts exchanges with existing holders from registration. The aggregate dilution is material and the filing explicitly states the Company received no cash proceeds, indicating these are equity-for-equity conversions typical of dilutive preferred-to-common exchanges.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T19:14:16.147907+00:00","company_name":"Wheeler Real Estate Investment Trust, Inc.","ticker":"WHLRL","filing_date":"2026-07-07"},{"id":14395,"accession_number":"0001527541-26-000207","item_number":"8.01","item_title":"Other Events","event_type":"financial_other","event_domain":"financial","is_material":true,"confidence":0.72,"reasoning":"The disclosure concerns the conversion price of Wheeler Real Estate's 7.00% Subordinated Convertible Notes due 2031, disclosed under Item 8.01 (Other Events). This is a financial event related to an existing convertible debt instrument—specifically an adjustment or determination of its conversion terms. While not a new debt issuance (which would be debt_issuance), nor a covenant breach, this conversion price adjustment is material to investors holding or evaluating the convertible notes, as it affects the equity conversion mechanics and potential dilution. The event is financial in nature but does not fit the specific categories of debt_issuance, covenant_breach, or other named financial types, making financial_other the most appropriate classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T19:14:16.147907+00:00","company_name":"Wheeler Real Estate Investment Trust, Inc.","ticker":"WHLRL","filing_date":"2026-07-07"}]}