Wheeler Real Estate Invt Tr SEC Filings

Wheeler Real Estate Investment Trust, Inc. updated investors on January Series D preferred redemptions and an automatic reset of its 7.00% Subordinated Convertible Notes due 2031 conversion terms. Based on a Common Stock price of approximately $2.11 per share, the Notes’ conversion price was adjusted to about $1.16 per share, or roughly 21.50 shares of Common Stock for each $25.00 of principal, a 45% discount to $2.11.

For the January 2026 cycle, one holder redeemed 700 shares of Series D Preferred Stock at a Redemption Price of about $42.20 per share, settled with 13,974 Common shares. Cumulatively, 398 redemption requests have redeemed 1,759,881 Series D Preferred shares, with about 459,000 Common shares issued in total. As of January 6, 2026, the company had 1,909,573 Common shares and 1,577,848 Series D Preferred shares outstanding, and it outlined the next redemption deadlines on January 25, 2026 and February 5, 2026.

Wheeler Real Estate Investment Trust, Inc. has a prospectus covering the potential issuance from time to time of up to 100,043,323 shares of its common stock. This prospectus supplement adds the company’s latest Form 8-K, which describes two recent exchanges of preferred stock into common stock with existing security holders.

On December 12, 2025, Wheeler issued 96,000 shares of common stock in exchange for 6,000 shares of Series D Cumulative Convertible Preferred Stock and 12,000 shares of Series B Convertible Preferred Stock. On December 16–17, 2025, it issued another 16,000 common shares in exchange for 1,000 Series D and 2,000 Series B preferred shares. The company received no cash in these transactions, and all exchanged preferred shares were retired and cancelled.

Wheeler Real Estate Investment Trust, Inc. reports two small equity-for-equity exchanges with existing investors. On December 12, 2025, the company issued 96,000 shares of common stock in exchange for 6,000 shares of its Series D Cumulative Convertible Preferred Stock and 12,000 shares of its Series B Convertible Preferred Stock. On December 16–17, 2025, it issued another 16,000 common shares for 1,000 Series D and 2,000 Series B preferred shares. The company received no cash in these transactions, and all preferred shares exchanged were retired and cancelled. The exchanges were made with unaffiliated holders under the Section 3(a)(9) exemption of the Securities Act.

Wheeler Real Estate Investment Trust, Inc. disclosed two small stock-for-stock exchanges that converted preferred shares into common stock without raising cash. On December 12, 2025, the company agreed to issue 96,000 shares of common stock in exchange for 6,000 Series D Cumulative Convertible Preferred shares and 12,000 Series B Convertible Preferred shares, settling the same day. On December 16, 2025, it agreed to issue an additional 16,000 common shares for 1,000 Series D and 2,000 Series B preferred shares, settling on December 17, 2025.

The company received no cash proceeds from these transactions, and all exchanged preferred shares were retired and cancelled, simplifying its capital structure by reducing preferred stock outstanding while increasing common shares. The common stock was issued to existing security holders under the Section 3(a)(9) exemption, with no commissions or other remuneration paid for soliciting the exchanges.

Wheeler Real Estate Investment Trust, Inc. (WHLR) insider Joseph Stilwell, listed as a director and 10% owner, and several affiliated investment partnerships reported changes in their holdings of the company’s preferred stock and convertible notes.

On December 10, 2025, Stilwell Activist Investments, L.P. sold 14,506 shares of Wheeler’s Series B Convertible Preferred Stock at $4.3010 per share, and Stilwell Value Partners VII, L.P. sold 13,494 Series B preferred shares at the same price. After these sales, the reporting entities still beneficially own sizable derivative positions, including 7.00% Subordinated Convertible Notes due 2031 that are convertible into common stock at a conversion price of $1.895028 per share, as well as Series B and Series D preferred shares that are also convertible into common stock under specified terms.

Wheeler Real Estate Investment Trust, Inc. is supplementing its prospectus covering the potential issuance of up to 100,043,323 shares of common stock. The supplement incorporates recent activity where the company agreed to issue 429,000 shares of common stock in exchange for 33,000 Series D and 66,000 Series B preferred shares, and a further 451,200 common shares for 37,600 Series D and 75,200 Series B shares. No cash was received and the exchanged preferred stock was retired.

In December 2025, the company also redeemed 12,700 Series D preferred shares at roughly $42.62 per share, settling the redemption price with 157,093 common shares. These actions led to a reset of the conversion price on its 7.00% subordinated convertible notes from about $3.48 to roughly $1.90 per share of common stock, increasing the number of shares issuable per $25 note. As of December 8, 2025, Wheeler had 1,783,599 common shares and 1,519,144 Series D preferred shares outstanding, with the next Series D holder redemption date on January 5, 2026.

Wheeler Real Estate Investment Trust, Inc. reports a series of equity-for-preferred exchanges and an adjustment to the conversion price of its 7.00% Subordinated Convertible Notes due 2031. On December 5, 2025 it agreed to issue 429,000 shares of common stock in exchange for 33,000 shares of Series D Cumulative Convertible Preferred Stock and 66,000 shares of Series B Convertible Preferred Stock, and on December 8, 2025 it agreed to issue 451,200 common shares for 37,600 Series D shares and 75,200 Series B shares. The company received no cash in these transactions and the exchanged preferred shares were retired and cancelled.

Following recent Series D redemptions, the note conversion price was reduced from approximately $3.48 to approximately $1.90 per common share, or about 13.19 shares for each $25.00 principal amount, based on a lowest Series D conversion price of about $3.45. On December 5, 2025, holders redeemed 12,700 Series D shares at roughly $42.62 per share, settled in 157,093 common shares. Cumulatively, 1,759,181 Series D shares have been redeemed for about 445,000 common shares, and as of December 8, 2025 the company had 1,783,599 common shares and 1,519,144 Series D shares outstanding.

Wheeler Real Estate Investment Trust is reshaping its capital structure through stock-for-stock exchanges and preferred redemptions. In early December 2025 it agreed to issue 429,000 and 451,200 shares of common stock in separate deals with unaffiliated investors in exchange for Series B and Series D preferred shares, which are being retired, and no cash was received.

The company also processed December Series D preferred redemptions, issuing 157,093 common shares to redeem 12,700 preferred shares at a redemption price of approximately $42.62 per share. Because recent Series D conversions occurred at roughly $3.45 per common share, the conversion price on its 7.00% Subordinated Convertible Notes due 2031 has been reset from approximately $3.48 to approximately $1.90 per share, increasing the conversion rate from about 7.17 to about 13.19 common shares for each $25.00 of principal amount. As of December 8, 2025, 1,783,599 common shares and 1,519,144 Series D preferred shares were outstanding.

Wheeler Real Estate Investment Trust, Inc. supplements its shelf prospectus covering the potential issuance from time to time of up to 100,043,323 shares of common stock. The company also approves a one-for-two reverse stock split of its common stock, effective November 28, 2025, with the par value reduced from $0.02 per share (post-split) to $0.01 per share one minute later. Fractional shares will not be issued; instead, holders will receive cash equal to the applicable fraction multiplied by the November 28, 2025 Nasdaq closing price, adjusted for the split. As of November 25, 2025, 1,380,640 common shares were outstanding, and the company anticipates approximately 690,320 shares outstanding after the reverse split. Conversion terms for the 7.00% subordinated convertible notes due 2031 and the Series B and Series D preferred stock are adjusted proportionally to reflect the new share count.