Wheeler Real Estate Investment Trust, Inc. filings document the reporting, capital structure, and governance of a self-managed commercial REIT that owns, leases, and operates income-producing retail properties. Periodic reports and related 8-K disclosures cover financial and operating results, supplemental information, and REIT reporting obligations.
Material-event filings also describe securities activity involving common stock, Series B preferred stock, Series D Cumulative Convertible Preferred Stock, 7.00% Subordinated Convertible Notes due 2031, and registered warrant exercises. Other disclosures address charter amendments, preferred stock redemptions and exchanges, subsidiary Cedar Realty Trust preferred securities, executive and board changes, registration statements, and modifications to security-holder rights.
Wheeler Real Estate Investment Trust, Inc. (WHLR) Prospectus Supplement No. 9 relates to the offer and sale by selling stockholders of up to 710,466 shares of Series B Preferred Stock. In a separate exchange, the company agreed to issue 1,198,800 common shares for 39,300 Series B and 200 Series D preferred shares; settlement is expected under customary settlement cycles, and the exchanged preferred shares were retired and cancelled. The company also issued 50,000 Series D shares for 75,000 Cedar Series C shares, which it contributed to Cedar and retired.
A one-for-six reverse split is scheduled to take effect at 5:00 p.m. Eastern Time on October 29, 2026; split-adjusted common-stock trading begins at market open October 30. Common shares outstanding were 5,872,051 as of October 26, 2026, and the company anticipates approximately 978,675 outstanding after the split. Holders otherwise entitled to fractional shares will receive cash in lieu, and the 7.00% subordinated convertible notes’ conversion rate will be proportionately reduced from approximately 9.17 to approximately 1.53 shares per $25.00 principal amount.
Wheeler Real Estate Investment Trust, Inc. has a prospectus covering issuance from time to time of up to 100,090,365 common shares.
The company’s one-for-six reverse stock split will take effect at 5:00 p.m. Eastern Time on October 29, 2026; split-adjusted trading is scheduled to begin at market open October 30, 2026. Common shares outstanding were 5,872,051 as of October 26, 2026, and the company anticipates approximately 978,675 shares after the split. A second charter amendment will reduce common-stock par value from $0.06 to $0.01 per share at 5:01 p.m. Eastern Time on October 29, 2026. The 7.00% subordinated convertible notes’ rate will be proportionately reduced from approximately 9.17 to approximately 1.53 common shares per $25.00 principal amount.
Wheeler agreed to issue 1,198,800 common shares in exchange for 39,300 Series B and 200 Series D preferred shares; the transactions are expected to settle in customary settlement cycles, Wheeler received no cash proceeds, and the exchanged preferred shares were retired and cancelled. Separately, it issued 50,000 Series D preferred shares for 75,000 Cedar Series C preferred shares and contributed those shares to Cedar for retirement.
Wheeler Real Estate Investment Trust, Inc. (WHLR) will effect a one-for-six reverse stock split at 5:00 p.m. Eastern Time on October 29, 2026; split-adjusted trading is to begin at the market open October 30. Common shares outstanding were 5,872,051 as of October 26, 2026, and the company anticipates approximately 978,675 after the split. Fractional shares will be paid in cash based on the applicable fraction multiplied by the October 29, 2026 closing price on The Nasdaq Capital Market, adjusted for the split. Authorized common shares remain 200,000,000. A separate charter amendment reduces par value from $0.06 to $0.01 at 5:01 p.m. on October 29.
Separately, the company agreed to issue 1,198,800 common shares in exchange for 39,300 Series B and 200 Series D preferred shares; the exchanged preferred shares were retired and canceled, and the company received no cash proceeds. On October 19, 2026, and October 26, 2026, it issued 50,000 Series D shares for 75,000 Cedar Realty Trust Series C shares, which it contributed to Cedar and retired. The 7.00% notes' conversion rate will be reduced from approximately 9.17 to approximately 1.53 common shares per $25.00 principal amount.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed charter amendments for a one-for-six reverse stock split of its common stock, effective at 5:00 p.m. Eastern Time on October 29, 2026. Split-adjusted trading begins at the market open October 30. WHLR had 5,872,051 common shares outstanding as of October 26 and anticipates approximately 978,675 after the split. Fractional shares will receive cash equal to the applicable fraction multiplied by the October 29 closing price, adjusted for the split, without interest. Authorized shares will not change; relative ownership percentages will be unaffected except for de minimis fractional-share effects.
On October 21, WHLR agreed to issue 1,198,800 common shares for 39,300 Series B and 200 Series D preferred shares; it received no cash proceeds, and the exchanged preferred shares were retired and canceled. On October 19 and October 26, it issued 50,000 Series D preferred shares for 75,000 Cedar Realty Trust, Inc. Series C preferred shares, then contributed those shares to Cedar for retirement. The 7.00% notes’ conversion rate will change from approximately 9.17 to approximately 1.53 common shares per $25 principal amount.
Wheeler Real Estate Investment Trust, Inc. (WHLR) is registering for resale up to 710,466 shares of Series B Preferred Stock by the selling stockholders named in the prospectus. The supplement also includes the company’s definitive proxy statement for its December 4, 2026 annual meeting, which will be held in person in San Juan, Puerto Rico.
Stockholders will vote on 15 proposals: electing seven directors, ratifying Cherry Bekaert LLP as the independent registered public accounting firm for fiscal 2026, and approving a potential issuance of more than 19.9% of outstanding common shares to repay promissory notes issuable under note purchase agreements. The other 12 proposals would authorize the board, in its sole discretion, to effect a reverse stock split at an exchange ratio between one-for-two and one-for-100, with a separate window in each month of 2027. These are proposed authorizations, not an announced split. The board recommends voting FOR each proposal.
Wheeler Real Estate Investment Trust, Inc. (WHLR) supplements its prospectus covering issuance from time to time of up to 100,090,365 shares of Common Stock and incorporates its definitive proxy statement. Stockholders will meet in person on December 4, 2026, to elect seven directors, ratify Cherry Bekaert LLP as auditor for 2026, consider a potential Note Share Issuance and vote on 12 reverse-split authorizations.
The Note Share Issuance proposal covers the potential issuance of more than 19.9% of outstanding Common Stock in repayment of promissory notes issuable under note purchase agreements. Each reverse-split proposal would authorize the Board, in its sole discretion, to effect a split at a ratio between one-for-two and one-for-100 during a separate month from January through December 2027. The Board unanimously recommends FOR all 15 proposals.
Wheeler Real Estate Investment Trust, Inc. supplements its prospectus by incorporating its definitive 2026 proxy statement; the prospectus relates to the company’s issuance from time to time of Series B Preferred Stock and Series D Cumulative Convertible Preferred Stock as interest payment on its 7.00% Subordinated Convertible Notes due 2031.
At its December 4, 2026 annual meeting, to be held in person in San Juan, stockholders will vote on electing seven directors, ratifying Cherry Bekaert LLP for fiscal 2026, and approving a potential issuance of more than 19.9% of outstanding Common Stock in repayment of notes under Note Purchase Agreements.
Stockholders will also consider 12 separate reverse-split authorizations, one for each month of 2027, at a ratio between one-for-two and one-for-100, with the Board acting in its sole discretion. The Board unanimously recommends FOR all proposals. Holders of Common Stock of record on October 2, 2026 may vote.
Wheeler Real Estate Investment Trust, Inc. (WHLR) is asking stockholders to elect seven directors, ratify Cherry Bekaert LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2026, and approve a potential issuance of more than 19.9% of outstanding Common Stock to repay promissory notes. Stockholders are also asked to authorize the Board, in its sole discretion, to effect a reverse stock split at a ratio between one-for-two and one-for-100 during a designated month from January through December 2027, subject to a charter amendment. The Board unanimously recommends voting FOR each proposal.
The in-person-only annual meeting is scheduled for December 4, 2026, in San Juan, Puerto Rico. Holders of record on October 2, 2026 may vote; 1,460,799 shares were outstanding on that date, with one vote per share. Brokers may vote uninstructed street-name shares on auditor ratification and the reverse-split proposals, but not on director elections or the potential note issuance.
On October 13, 2026, Wheeler Real Estate Investment Trust, Inc. (WHLR) agreed to issue 517,000 common shares to an unaffiliated holder in exchange for 11,000 Series B preferred shares and 2,750 Series D cumulative convertible preferred shares. The stated exchange is 188 common shares for one Series D share and four Series B shares.
Wheeler did not receive cash proceeds, and the exchanged preferred shares have been retired and cancelled. Settlement is expected in accordance with customary settlement cycles. The common stock issuance relied on the Securities Act exemption in Section 3(a)(9); no commission or other remuneration was paid for soliciting the transaction.