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Wheeler Real Estate Investment Trust, Inc. filed a prospectus supplement tied to the resale of up to 673,971 shares of common stock issuable upon exercise of warrants by selling stockholders. The supplement attaches and incorporates a new current report describing a one-for-five reverse stock split of the common stock.
The reverse split becomes effective at 5:00 p.m. Eastern Time on July 27, 2026, with the common stock trading on a split-adjusted basis on July 28, 2026 under a new CUSIP 963025747. As of July 22, 2026 the company had 4,646,083 shares outstanding and anticipates about 929,217 shares outstanding after the split; relative ownership, voting and other rights are intended to remain generally unchanged apart from cash in lieu of fractional shares.
The charter amendments also decrease the common stock par value from $0.05 (post-split effect) to $0.01 per share and adjust conversion mechanics on the company’s convertible securities, including reducing the conversion rate on its 7.00% subordinated convertible notes due 2031 from approximately 37.33 to 7.47 shares per $25 principal amount.
Wheeler Real Estate Investment Trust, Inc. supplements its prospectus covering the potential issuance from time to time of up to 100,090,365 shares of common stock by attaching a new current report. The company has approved a one-for-five reverse stock split of its common stock, effective at 5:00 p.m. Eastern Time on July 27, 2026, with trading on a split-adjusted basis beginning July 28, 2026 under a new CUSIP 963025747.
Following the split, the par value of the common stock will be decreased from $0.05 per share (as a result of the split) to $0.01 per share at 5:01 p.m. Eastern Time. As of July 22, 2026 there were 4,646,083 shares of common stock outstanding and the company anticipates approximately 929,217 shares outstanding post-split; this is a baseline figure, not the amount being offered. No fractional shares will be issued; instead, holders will receive cash equal to the applicable fraction multiplied by the closing price on July 27, 2026, as adjusted for the split.
The reverse split does not change the number of authorized shares or relative ownership and voting rights, aside from de minimis effects from cash in lieu of fractional shares. Conversion mechanics are adjusted proportionately: the conversion rate of the 7.00% subordinated convertible notes due 2031 will change from approximately 37.33 to approximately 7.47 shares per $25.00 principal amount, and the conversion prices of the Series B and Series D preferred stock will increase proportionally, with each preferred share becoming convertible into approximately zero common shares.
Wheeler Real Estate Investment Trust, Inc. approved charter amendments to implement a one-for-five Reverse Stock Split of its common stock, effective at 5:00 p.m. Eastern Time on July 27, 2026, followed by a reduction in par value to $0.01 per share at 5:01 p.m.
No fractional shares will be issued; holders entitled to fractions will receive cash based on the July 27, 2026 Nasdaq closing price, as adjusted for the split. Common shares will begin trading on a split-adjusted basis on July 28, 2026 under a new CUSIP, and authorized common shares will remain unchanged. As of July 22, 2026 there were 4,646,083 common shares outstanding and the company anticipates approximately 929,217 post-split. Conversion terms of the 7.00% subordinated convertible notes and the Series B and Series D preferred stock will be proportionally adjusted to reflect the Reverse Stock Split.
Wheeler Real Estate Investment Trust, Inc. is implementing a one-for-five reverse stock split of its common stock, effective at 5:00 p.m. Eastern Time on July 27, 2026, followed by a reduction in par value to $0.01 per share one minute later.
The split affects all outstanding common shares, with no change to authorized shares. Fractional shares will not be issued; instead, holders receive cash based on the July 27, 2026 Nasdaq closing price. Common shares outstanding will move from 4,646,083 to approximately 929,217. Trading will continue on Nasdaq under the symbol WHLR with a new CUSIP 963025747.
The company will proportionally adjust conversion mechanics on its 7.00% subordinated convertible notes due 2031, reducing the conversion rate from about 37.33 to about 7.47 shares per $25 principal, and will similarly adjust conversion terms for its Series B and Series D preferred stock.
Wheeler Real Estate Investment Trust, Inc. filed a prospectus supplement updating an existing prospectus that covers the resale of up to 673,971 shares of common stock issuable upon exercise of warrants held by selling stockholders. The supplement incorporates a recent current report describing an unregistered exchange transaction.
On July 14, 2026, the company agreed to issue 352,000 shares of common stock to an unaffiliated investor in exchange for 6,400 shares of Series B Convertible Preferred Stock and 1,600 shares of Series D Cumulative Convertible Preferred Stock. The exchange ratio was 220 common shares for four Series B shares plus one Series D share. The company received no cash, and the preferred shares exchanged were retired and cancelled. The exchange relied on the Section 3(a)(9) exemption from Securities Act registration.
Wheeler Real Estate Investment Trust, Inc. updates its July 2, 2026 prospectus for the primary issuance from time to time of up to 100,090,365 shares of common stock, par value $0.01 per share. The supplement also incorporates a recent stock-for-preferred exchange.
On July 14, 2026 the company agreed to issue 352,000 common shares to an unaffiliated investor in exchange for 6,400 Series B Convertible Preferred shares and 1,600 Series D Cumulative Convertible Preferred shares. The exchange ratio was 220 common shares for four Series B and one Series D share. The preferred shares received were retired and cancelled, and no cash proceeds were received. The common stock was issued in reliance on the Section 3(a)(9) exemption for exchanges with existing security holders, with no commissions or other remuneration paid.
Wheeler Real Estate Investment Trust, Inc. provides a prospectus supplement updating prior disclosure related to its Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock issued as interest on its 7.00% Subordinated Convertible Notes due 2031.
The company agreed with an unaffiliated investor to exchange 352,000 shares of common stock for 6,400 Series B and 1,600 Series D preferred shares. The exchange ratio was 220 common shares for every four Series B and one Series D share. No cash was paid or received, and the preferred shares exchanged were retired and cancelled. The issuance relied on the Section 3(a)(9) exemption as an exchange with an existing holder without commissions or other remuneration.
Wheeler Real Estate Investment Trust, Inc. exchanged preferred stock for common equity. On July 14, 2026, the company agreed to issue 352,000 shares of common stock to an unaffiliated investor in return for that investor’s Series B and Series D preferred shares.
The investor surrendered 6,400 shares of Series B Convertible Preferred Stock and 1,600 shares of Series D Cumulative Convertible Preferred Stock, which were retired and cancelled. The company received no cash proceeds. The exchange relied on the Section 3(a)(9) exemption for exchanges with existing security holders, with 220 common shares issued for each block of four Series B and one Series D share.
Wheeler Real Estate Investment Trust, Inc. updates its prospectus for the offer and sale of up to 673,971 shares of common stock issuable upon exercise of warrants held by selling stockholders.
The company also reports recent unregistered exchanges of preferred stock into common stock. On July 7, 2026 it agreed to issue 77,360 common shares for 4,835 shares of Series B Convertible Preferred Stock. On July 9, 2026 it agreed to issue 1,018,585 common shares for 28,422 shares of Series B and 3,385 shares of Series D Cumulative Convertible Preferred Stock across multiple exchanges. On July 10, 2026 it agreed to issue 167,400 common shares for 3,600 shares of Series B and 900 shares of Series D preferred stock. The preferred shares received in these exchanges were retired and cancelled, no cash proceeds were received, and the exchanges relied on the Section 3(a)(9) exemption under the Securities Act.
Wheeler Real Estate Investment Trust, Inc. has a prospectus supplement to its July 2, 2026 prospectus covering the potential issuance from time to time of up to 100,090,365 shares of common stock, $0.01 par value.
The supplement attaches a current report describing unregistered exchanges in which the company agreed to issue 77,360 common shares on July 7, 1,018,585 common shares on July 9, and 167,400 common shares on July 10 to existing holders of Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock. No cash proceeds were received, the exchanged preferred shares were retired and cancelled, and the issuances relied on the Securities Act Section 3(a)(9) exemption.