Welcome to our dedicated page for Wheeler Real Estate Invt Tr SEC filings (Ticker: WHLR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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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.
Wheeler Real Estate Investment Trust, Inc. has approved a one-for-two reverse stock split of its common stock, effective at 5:00 p.m. Eastern Time on November 28, 2025, followed by a reduction in par value from $0.02 to $0.01 per share one minute later. Stockholders will receive cash instead of fractional shares, based on the common stock’s closing price on that date, as adjusted for the split.
The reverse split applies to all outstanding common shares and is designed to keep each investor’s ownership percentage and voting rights essentially the same, aside from minor changes from cash in place of fractional shares. Shares outstanding will move from 1,380,640 as of November 25, 2025 to approximately 690,320 after the split.
Conversion terms for the company’s 7.00% subordinated convertible notes due 2031 and both series of convertible preferred stock will be adjusted proportionately, with the note conversion rate moving from about 14.35 to about 7.17 common shares per
Wheeler Real Estate Investment Trust, Inc. (WHLR) approved a 1-for-2 reverse stock split of its common stock, effective at 5:00 p.m. Eastern Time on November 28, 2025. At the market open on December 1, 2025, WHLR common shares will begin trading on a split-adjusted basis, and the par value of common stock will decrease from $0.02 per share (post-split) to $0.01 per share.
Fractional shares will not be issued; instead, stockholders will receive cash equal to the fractional amount multiplied by the November 28, 2025 Nasdaq closing price, as adjusted for the split. As of November 25, 2025, WHLR had 1,380,640 common shares outstanding and anticipates approximately 690,320 shares outstanding after the reverse split.
The reverse split also triggers proportional adjustments: the conversion rate on the 7.00% subordinated convertible notes due 2031 will change from approximately 14.35 to 7.17 common shares per $25 principal amount, and the conversion prices and resulting common shares issuable from the Series B and Series D convertible preferred stock will be adjusted accordingly.
Wheeler Real Estate Investment Trust, Inc. filed a prospectus supplement covering the potential issuance from time to time of up to 100,043,323 shares of its common stock. This supplement also includes a current report noting that interest on the company’s 7.00% Subordinated Convertible Notes due 2031, payable on December 31, 2025 to holders of record as of 5:00 p.m. New York City time on December 1, 2025, will be paid in the form of the company’s Series D Cumulative Convertible Preferred Stock rather than in cash.
Wheeler Real Estate Investment Trust, Inc. is updating its existing prospectus to reflect a new decision on how it will pay interest on its 7.00% Subordinated Convertible Notes due 2031. The company states that the interest on these notes payable on December 31, 2025, to holders of record as of 5:00 p.m. New York City time on December 1, 2025, will be paid in shares of its Series D Cumulative Convertible Preferred Stock instead of cash. This prospectus supplement attaches the related Current Report on Form 8-K and confirms that investors should read this update together with the original July 22, 2021 prospectus and its prior supplements, and review the risk factors described there.
Wheeler Real Estate Investment Trust, Inc. (WHLR) announced that the upcoming interest payment on its 7.00% Subordinated Convertible Notes due 2031 will be made in stock rather than cash. The interest payable on December 31, 2025 to holders of record as of 5:00 p.m. New York City time on December 1, 2025 will be paid in shares of the company’s Series D Cumulative Convertible Preferred Stock. This change affects investors in the WHLRL notes, who will receive preferred stock as their interest payment for this period.
Wheeler Real Estate Investment Trust, Inc. (WHLR)Gregory Paul Hannon, through Oakmont Capital Inc., acquired Notes with $312,500 principal amount on 11/13/2025. These Notes are convertible at a price of approximately $1.74 per share, or about 14.35 common shares for each $25.00 of principal.
The transaction price was an aggregate $80.00 per $25.00 of principal. Based on the principal amount held, the Notes are currently convertible into 179,359 shares of Wheeler common stock. The filing states that Oakmont Capital Inc. is the direct owner of the securities, while Hannon reports indirect beneficial ownership through his role as Vice President and Director of Oakmont Capital Inc., and disclaims beneficial ownership beyond his pecuniary interest.
Wheeler Real Estate Investment Trust, Inc. (WHLR)11/13/2025, they reported activity in the company’s 7.00% Subordinated Convertible Notes due 2031, which are convertible into common stock at a price of
Wheeler Real Estate Investment Trust (WHLR) reported insider transactions by a director on 11/10/2025. The filing shows two open‑market sales of Series D Cumulative Convertible Preferred Stock: 679 shares at $35.3367 and 1,062 shares at $35.687. After these trades, the director’s reported Series D preferred holdings were 0 shares.
The director also reports holding $100,000 principal amount of 7.00% Senior Subordinated Convertible Notes due 2031, convertible at approximately $1.74 per share into 57,394 shares of common stock, with an expiration date of 12/31/2031. The filing notes that each Series D preferred share is convertible into 0.0000003 shares of common stock (a conversion price of $85,478,400 per share of common) and has no expiration date.
Wheeler Real Estate Investment Trust (WHLR): Insider Form 4 — Stilwell-affiliated reporting persons, including Joseph Stilwell, reported an acquisition of 6,682 shares of common stock on 11/05/2025. The shares were received when the company settled redemptions of Series D Preferred Stock in common stock at a redemption price of about $42.34 per preferred share, using a common stock VWAP of about $3.17 to determine share issuance.
Following the transaction, indirect beneficial ownership includes 87,843 shares (footnote (1)), plus additional indirect holdings of 8,519, 17,680, and 161 shares via affiliated entities. The filing also lists derivative positions: 7.00% Subordinated Convertible Notes due 2031 convertible at $1.742315 per share, representing underlying common stock amounts of 9,848,375, 1,437,713, 2,217,867, and 137,675 shares across entities. The reporting persons are indicated as a Director and 10% Owner.
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