Every 424B that Wheeler Real Estate Investment Trust, Inc (WHLR) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 424B covers the supplement that carries the terms of a priced offering, so if you follow WHLR and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full WHLR filings page.
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) 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) Supplement No. 6 relates to selling stockholders’ offer and sale of up to 710,466 shares of Series B Preferred Stock.
Separately, the company agreed to issue 917,868 common shares for 53,058 Series B and 10,758 Series D preferred shares on October 6, 2026; 780,881 common shares for 48,529 Series B and 2,475 Series D preferred shares on October 7, 2026; 824,696 common shares for 33,372 Series B and 4,000 Series D preferred shares on October 8, 2026; and 125,874 common shares for 6,993 Series B preferred shares on October 9, 2026. Wheeler said it received no cash proceeds from these exchanges and that the preferred shares exchanged were retired and canceled. Settlement was expected in accordance with customary settlement cycles.
Wheeler Real Estate Investment Trust, Inc. (WHLR) issued Prospectus Supplement No. 21 relating to the issuance from time to time of up to 100,090,365 shares of common stock.
For October 6, 7, 8 and 9, 2026, respectively, the company agreed to issue 917,868, 780,881, 824,696 and 125,874 common shares in exchange for preferred shares. The exchanges covered 53,058 Series B and 10,758 Series D shares on October 6; 48,529 Series B and 2,475 Series D on October 7; 33,372 Series B and 4,000 Series D on October 8; and 6,993 Series B shares on October 9. The company stated it issued the common shares and expects settlement in accordance with customary settlement cycles. The preferred shares exchanged were retired and cancelled, and the transactions generated no cash proceeds for the company.
Wheeler Real Estate Investment Trust, Inc. agreed to issue common stock in exchanges on four dates. On October 6, 2026, it agreed to issue 917,868 shares for 53,058 Series B and 10,758 Series D preferred shares; on October 7, 780,881 shares for 48,529 Series B and 2,475 Series D shares; on October 8, 824,696 shares for 33,372 Series B and 4,000 Series D shares; and on October 9, 125,874 shares for 6,993 Series B shares.
The company said it received no cash proceeds, and the preferred shares exchanged have been retired and cancelled.
On October 13, 2026, Wheeler Real Estate Investment Trust, Inc. agreed to issue and sell an unaffiliated investor an initial $1,000,000 promissory note and may issue additional notes on the same terms, up to $25,000,000 in aggregate principal, before filing the registration statement for the amortization stock. The purchase price is payable in Series D Cumulative Convertible Preferred Stock, valued using its $25.00-per-share liquidation preference plus accrued and unpaid dividends. The notes bear 0.00% interest and mature 18 months after issuance.
Amortization payments begin on the first trading day after issuance at 0.4% of original principal each trading day; the company may change the rate to 0.2%–0.6% for the following month with written notice by the 25th of the prior month. Payments are in common shares when the Equity Payment Conditions are met and in cash otherwise. Closing requires stockholder approval for issuance or potential issuance of more than 19.99% of outstanding common shares and effectiveness of a resale registration statement; the company must file that statement within 60 days following stockholder approval.
The prospectus supplement also relates to issuance from time to time of Series B and Series D preferred stock as interest payments on the 7.00% Subordinated Convertible Notes due 2031.
Wheeler Real Estate Investment Trust, Inc. (WHLR) has a prospectus covering issuance from time to time of up to 100,090,365 common shares and agreed on October 13, 2026, to issue an initial note with $1,000,000 principal. Additional notes may bring total principal to up to $25,000,000. Closings depend on stockholder approval, including approval for issuance or potential issuance of more than 19.99% of outstanding common shares, and an effective registration statement; closing is due no later than the fifth business day after all conditions are satisfied.
Investors pay for the notes with Series D Preferred Stock, valued using its $25.00-per-share liquidation preference plus accrued and unpaid dividends. The notes mature 18 months after issuance and bear 0.00% annual interest. Repayment begins on the first trading day after issuance at 0.4% of original principal per trading day; the rate may be changed to 0.2%–0.6% with written notice by the 25th day of the preceding month. Repayment is in common shares when the equity payment conditions are met, otherwise in cash. Charter ownership limits include a 9.8% cap, subject to exceptions.
Wheeler Real Estate Investment Trust, Inc. (WHLR) supplements its resale prospectus covering up to 710,466 shares of Series B Preferred Stock offered by the selling stockholders identified in the prospectus.
On October 13, 2026, the company agreed to issue an unaffiliated investor a note with $1,000,000.00 principal and may enter into additional note agreements for up to $25,000,000.00 aggregate principal. Closings are subject to conditions including stockholder approval for issuance or potential issuance of more than 19.99% of outstanding common shares and effectiveness of a registration statement; closings are scheduled no later than the fifth business day after all conditions are met. The note purchase price is payable in Series D Cumulative Convertible Preferred Stock, calculated using its $25.00 per-share liquidation preference plus accrued and unpaid dividends. Notes mature 18 months after issuance and bear 0.00% annual interest. Repayment is scheduled through daily amortization, initially 0.4% of original principal, in common shares when equity-payment conditions are met and cash otherwise.
Wheeler Real Estate Investment Trust, Inc. (WHLR) supplements its prospectus for the selling stockholders’ offer and sale of up to 710,466 shares of Series B Preferred Stock.
The company plans to hold its 2026 annual meeting in person in San Juan, Puerto Rico, on December 4, 2026; stockholders of record at the close of business on October 2, 2026, may vote. Rule 14a-8 proposals for inclusion in the proxy materials must be received by 5:00 p.m. Eastern Time on October 14, 2026. Written advance-notice proposals or director nominations, and notices for universal-proxy nominations, are due by 5:00 p.m. Eastern Time on October 16, 2026. Proposals and notices go to Secretary Sydney Schlimgen and must meet the applicable bylaws and SEC requirements.
Wheeler Real Estate Investment Trust, Inc. (WHLR) Prospectus Supplement No. 33 relates to the offer and sale of up to 673,971 shares of common stock issuable upon exercise of warrants by selling stockholders identified in the prospectus.
The company plans to hold its 2026 annual meeting in person in San Juan, Puerto Rico, on December 4, 2026. Stockholders of record at the close of business on October 2, 2026, are entitled to notice and to vote. Rule 14a-8 proposals for inclusion in the proxy materials are due by 5:00 p.m. Eastern Time on October 14, 2026. Bylaw notices for director nominations or other business are due by 5:00 p.m. Eastern Time on October 16, 2026; notices for director nominations under the universal proxy rules are due by October 16, 2026.
Wheeler Real Estate Investment Trust, Inc.'s Prospectus Supplement No. 19 relates to the company's issuance from time to time of up to 100,090,365 shares of common stock.
The company plans to hold its 2026 annual meeting in person in San Juan, Puerto Rico, on December 4, 2026. Stockholders of record at the close of business on October 2, 2026, are entitled to notice of and to vote at the meeting. Rule 14a-8 proposals must be received by 5:00 p.m. Eastern Time on October 14, 2026. Advance-notice proposals or nominations must be received by 5:00 p.m. Eastern Time on October 16, 2026; universal-proxy director nomination notices are due October 16, 2026.
Wheeler Real Estate Investment Trust, Inc. (WHLR) plans to hold its 2026 annual meeting on December 4, 2026, in person in San Juan, Puerto Rico. Stockholders of record at the close of business on October 2, 2026, are entitled to notice of and to vote at the meeting. Because the meeting is more than 30 days after the anniversary of the August 20, 2025 annual meeting, the previously announced proposal and nomination deadlines no longer apply.
Rule 14a-8 proposals for inclusion in the proxy materials must be received by 5:00 p.m. Eastern Time on October 14, 2026. Written advance-notice proposals and director nominations under the bylaws, and notices for director nominations on a universal proxy card under Rule 14a-19, must be received by 5:00 p.m. Eastern Time on October 16, 2026. Notices must be delivered to Company Secretary Sydney Schlimgen and comply with the bylaws and applicable SEC rules.
Wheeler Real Estate Investment Trust, Inc. (WHLR) describes selling stockholders’ offer and sale of up to 710,466 shares of Series B Preferred Stock. On September 30, 2026, the company agreed to issue 161,700 common shares to Stilwell Activist Investments, L.P. and Stilwell Activist Fund, L.P. in exchange for 30,800 Series B Preferred Stock shares and 7,700 Series D Preferred Stock shares. The company received no cash proceeds in those exchanges, and the exchanged preferred shares were retired and cancelled.
On October 5, 2026, the company processed eight Series D redemption requests for 5,450 shares at approximately $41.96 each, settling the redemption price with 46,133 common shares. Cumulatively, 450 requests covered 1,832,678 Series D shares; approximately 99,000 common shares were issued in settlement. The Notes conversion price was further adjusted to approximately $2.73 per common share, or approximately 9.17 shares per $25.00 principal amount, a 45% discount to the approximately $4.96 lowest Series D conversion price in the October redemptions.
Wheeler Real Estate Investment Trust, Inc. (WHLR) issued a prospectus supplement relating to the offer and sale by selling stockholders of up to 673,971 common shares issuable upon exercise of warrants. Separately, on September 30, 2026, the company agreed to issue 161,700 common shares in exchange for 30,800 Series B and 7,700 Series D preferred shares. The exchanged preferred shares were retired and cancelled, and the company received no cash proceeds from those exchanges.
For the October 5, 2026 Series D redemption date, the company redeemed 5,450 preferred shares at approximately $41.96 per share, settling the aggregate redemption price with 46,133 common shares. The conversion price for the 7.00% Subordinated Convertible Notes due 2031 was adjusted to approximately $2.73 per common share, or approximately 9.17 shares for each $25.00 of principal amount converted. As of October 5, 2026, 1,506,932 common shares and 1,703,374 Series D preferred shares were outstanding.
Wheeler Real Estate Investment Trust, Inc.'s prospectus supplement relates to the company's issuance from time to time of up to 100,090,365 shares of common stock.
On September 30, 2026, the company agreed to issue 161,700 common shares to Stilwell Activist Investments, L.P. and Stilwell Activist Fund, L.P. in separate exchanges for 30,800 Series B and 7,700 Series D preferred shares; the company received no cash proceeds, and the exchanged preferred shares were retired and cancelled. Joseph Stilwell, a board member, is managing member and owner of Stilwell Value LLC, the general partner of both funds. For October 5, 2026 redemptions, eight requests covering 5,450 Series D shares were settled with 46,133 common shares. The redemption price was approximately $41.96 per preferred share, including accrued unpaid dividends through that date. To date, 450 requests had redeemed 1,832,678 Series D shares, and approximately 99,000 common shares had been issued in settlement. The conversion price for the 7.00% Subordinated Convertible Notes due 2031 was adjusted to approximately $2.73 per common share, or approximately 9.17 shares per $25.00 principal converted, a 45% discount to approximately $4.96. The next monthly redemption deadline is October 25, 2026, and the next Holder Redemption Date is November 5, 2026.
Wheeler Real Estate Investment Trust, Inc. agreed to issue 161,700 common shares to Stilwell Activist Investments, L.P. and Stilwell Activist Fund, L.P. in exchange for 30,800 Series B preferred shares and 7,700 Series D preferred shares. Joseph Stilwell, a member of the company’s board, is the managing member and owner of Stilwell Value LLC, the general partner of both investors. The company received no cash proceeds, and the exchanged preferred shares were retired and cancelled.
For the October 5, 2026 Series D redemption date, the company processed eight requests for 5,450 preferred shares at approximately $41.96 per share, including accrued but unpaid dividends through that date, and settled them with 46,133 common shares. The Notes’ conversion price was adjusted to approximately $2.73 per common share, or approximately 9.17 shares per $25.00 principal amount, a 45% discount to the approximately $4.96 lowest price at which a holder converted Series D preferred stock. The next monthly redemption date is November 5, 2026, with an October 25, 2026 request deadline.
Wheeler Real Estate Investment Trust, Inc. has a resale offering by selling stockholders of up to 710,466 shares of Series B Preferred Stock.
The company agreed to issue 189,200 common shares on a pre-split basis on September 8, 2026, for 4,400 Series B and 1,100 Series D preferred shares; after the one-for-nine reverse stock split, that issuance represented approximately 21,022 common shares. On September 23, the company agreed to issue 162,244 common shares for 41,061 Series B shares, and 566,670 common shares to Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P. and Stilwell Associates, L.P. for 58,120 Series B and 14,530 Series D shares. Their general partner, Stilwell Value LLC, is managed and owned by director Joseph Stilwell. The company said it received no cash proceeds in these exchanges, and the exchanged preferred shares were retired and cancelled. Settlement was expected in accordance with customary settlement cycles.
Wheeler Real Estate Investment Trust, Inc. (WHLR) supplements its prospectus for the offer and sale of up to 673,971 shares of common stock issuable upon warrant exercise by selling stockholders identified in the prospectus.
Separately, WHLR agreed to issue 189,200 pre-split common shares on September 8, 2026 (approximately 21,022 post-split) for 4,400 Series B and 1,100 Series D preferred shares. On September 23, it agreed to issue 162,244 common shares for 41,061 Series B shares and an aggregate 566,670 common shares to Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P. and Stilwell Associates, L.P. for 58,120 Series B and 14,530 Series D shares. Joseph Stilwell, a member of WHLR’s Board of Directors, is managing member and owner of Stilwell Value LLC, the general partner of each. WHLR received no cash proceeds from these transactions; the exchanged preferred shares were retired and canceled, and the transactions were expected to settle in customary settlement cycles.
Wheeler Real Estate Investment Trust, Inc.’s Prospectus Supplement No. 17 relates to the issuance from time to time of up to 100,090,365 shares of common stock. Separately, Wheeler reported agreements to exchange preferred stock for common stock. On September 8, 2026, it agreed to issue 189,200 common shares, stated on a pre-split basis, for 4,400 Series B and 1,100 Series D preferred shares; the post-split amount for that issuance was approximately 21,022 common shares.
On September 23, 2026, Wheeler agreed to issue 162,244 common shares for 41,061 Series B preferred shares, and 566,670 common shares to Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P. and Stilwell Associates, L.P. for 58,120 Series B and 14,530 Series D preferred shares. Joseph Stilwell, a member of Wheeler’s Board of Directors, is the managing member and owner of the general partner of those entities. Wheeler stated it received no cash proceeds in these transactions and that the exchanged preferred shares were retired and cancelled. The transactions were expected to settle in accordance with customary settlement cycles.
Wheeler Real Estate Investment Trust, Inc. (WHLR) reported agreements to issue common stock in exchange for Series B and Series D preferred shares. On September 8, 2026, it agreed to issue 189,200 common shares, stated on a pre-split basis, for 4,400 Series B shares and 1,100 Series D shares; the company said the issuance represented approximately 21,022 common shares after its one-for-nine reverse split effective September 21, 2026.
On September 23, 2026, WHLR agreed to issue 162,244 common shares for 41,061 Series B shares, and an aggregate 566,670 common shares to Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P., and Stilwell Associates, L.P. for 58,120 Series B shares and 14,530 Series D shares. Joseph Stilwell, a member of the board, is the managing member and owner of the general partner of those entities. WHLR said it received no cash proceeds and that the exchanged preferred shares were retired and cancelled; settlement is expected in accordance with customary settlement cycles.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement tied to the resale of up to 710,466 shares of Series B Preferred Stock by selling stockholders and attached a Current Report describing a one-for-nine reverse stock split of its common stock. The reverse split becomes effective at 5:00 p.m. Eastern Time on September 21, 2026, with split-adjusted trading beginning September 22, 2026. As of September 17, 2026 the company had 5,113,901 common shares outstanding and anticipates having approximately 568,211 shares outstanding after the split, with no change to authorized shares. Fractional shares will be settled in cash, and conversion rates for the 7.00% subordinated convertible notes and preferred stock series will be proportionally adjusted.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed Prospectus Supplement No. 30 to a March 20, 2026 prospectus covering the resale of up to 673,971 shares of common stock issuable upon exercise of warrants by selling stockholders. The supplement attaches a current report describing a reverse stock split.
The company approved a one-for-nine Reverse Stock Split of its common stock, effective at 5:00 p.m. Eastern Time on September 21, 2026, followed by a decrease in par value to $0.01 per share at 5:01 p.m. Eastern Time. As of September 17, 2026, there were 5,113,901 shares outstanding, and the company anticipates having approximately 568,211 shares outstanding post-split. No fractional shares will be issued; holders instead receive cash based on the September 21, 2026 Nasdaq closing price as adjusted for the split.
The reverse split does not change the number of authorized common shares and is intended to maintain proportional ownership and voting rights, aside from de minimis effects from fractional share cash-outs. Conversion terms for the 7.00% subordinated convertible notes due 2031 and Series B and Series D preferred stock are adjusted proportionately, including a reduction in the notes’ conversion rate from approximately 46.43 to 5.16 shares of common stock per $25 principal amount.
Wheeler Real Estate Investment Trust, Inc. (WHLR) supplements its July 2, 2026 prospectus covering the potential issuance from time to time of up to 100,090,365 shares of common stock and reports approval of a one-for-nine reverse stock split of its common stock, effective at 5:00 p.m. Eastern Time on September 21, 2026.
The reverse split will not change the number of authorized common shares and is expected to reduce outstanding shares from 5,113,901 as of September 17, 2026 to approximately 568,211, with cash paid in lieu of fractional shares based on the split-adjusted September 21, 2026 Nasdaq closing price. Common stock will trade on a split-adjusted basis on The Nasdaq Capital Market at the market open on September 22, 2026 under a new CUSIP 963025721, while ownership and voting percentages remain essentially unchanged aside from de minimis fractional-share effects.
The reverse split will proportionately adjust equity-linked securities: each $25 principal amount of 7.00% subordinated convertible notes due 2031 will become convertible into approximately 5.16 shares of common stock instead of approximately 46.43, and the conversion prices of the Series B Preferred Stock and Series D Cumulative Convertible Preferred Stock will increase proportionally, leaving each share of those preferred series convertible into approximately zero shares of common stock.
Wheeler Real Estate Investment Trust, Inc. (WHLR) is implementing a one-for-nine reverse stock split of its common stock, effective at 5:00 p.m. Eastern Time on September 21, 2026. A related charter amendment will then decrease the post-split par value of the common stock from $0.09 to $0.01 per share at 5:01 p.m. Eastern Time the same day.
At the market open on September 22, 2026, the common stock will begin trading on a split-adjusted basis on the Nasdaq Capital Market under a new CUSIP number 963025721, while the WHLR trading symbol remains unchanged. As of September 17, 2026, there were 5,113,901 shares of common stock outstanding and the company anticipates having approximately 568,211 shares outstanding after the reverse split; this is a baseline figure, not the amount being offered.
No fractional shares will be issued; instead, holders entitled to a fractional share will receive cash in lieu of such fraction, based on the split-adjusted closing price on September 21, 2026. The reverse split will not change any stockholder’s relative ownership percentage or voting rights, other than de minimis effects from cash in lieu of fractional shares, and will not change the number of authorized shares. Conversion rates and prices for the company’s 7.00% subordinated convertible notes due 2031 and preferred stock series will be adjusted proportionally.
Wheeler Real Estate Investment Trust, Inc. (WHLR) has filed a prospectus covering the resale of up to 710,466 shares of its Series B Preferred Stock by affiliates of director Joseph Stilwell. This is a resale registration; the company is not selling securities and will not receive any proceeds from these sales.
The Series B Preferred Stock trades on Nasdaq Capital Market under the symbol WHLRP, carries a 9% annual cash dividend on a $25 liquidation preference when declared, and ranks junior to all indebtedness and other liabilities. As of September 10, 2026, 2,041,297 Series B shares were outstanding, and the last reported sales price was $9.00 per share.
The preferred is convertible into common stock at a post–reverse-split conversion price of $290,304,000,000 per share, with mandatory conversion only if the 20‑trading‑day volume‑weighted average price of the common stock exceeds $420,940,800,000 per share, so conversion would result in less than one whole common share for all registered Series B shares combined. The prospectus highlights extensive risks, including high leverage, multiple reverse stock splits, concentrated retail real estate exposure, dependence on external capital, and REIT qualification and asset coverage requirements.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed Prospectus Supplement No. 29 to a March 20, 2026 prospectus, covering the offer and sale of up to 673,971 shares of common stock issuable upon exercise of warrants held by selling stockholders. The attached current report describes September 2026 redemptions of Series D Cumulative Convertible Preferred Stock and the related impact on its 7.00% Subordinated Convertible Notes due 2031. On the 36th monthly Holder Redemption Date, September 8, 2026, holders redeemed 8,200 Series D preferred shares at a redemption price of approximately $41.66 per share, settled through issuance of 348,896 common shares. The ten-day volume weighted average closing price of the common stock before that date was about $0.98 per share. Under the note indenture, the note conversion price was further adjusted to approximately $0.54 per share, or about 46.43 common shares for each $25 principal amount. Cumulatively, WHLR has processed 442 redemption requests totaling 1,827,228 Series D preferred shares, issuing approximately 473,000 common shares in settlement, and as of September 8, 2026 had 4,924,701 common shares and 1,726,704 Series D preferred shares outstanding.
Wheeler Real Estate Investment Trust, Inc. (WHLR) files Prospectus Supplement No. 15 under an existing shelf registration covering the potential issuance from time to time of up to 100,090,365 shares of its common stock. The supplement attaches and incorporates a Current Report on Form 8-K dated September 9, 2026.
The 8-K reports September 2026 redemptions of 8,200 Series D Preferred shares at a redemption price of about $41.66 per share, settled through issuing 348,896 common shares. Based on a roughly $0.98 ten-day volume-weighted average common price, the conversion price of WHLR’s 7.00% Subordinated Convertible Notes due 2031 was adjusted to about $0.54 per share, or about 46.43 common shares for each $25 principal amount. Cumulatively, 1,827,228 Series D shares have been redeemed, with about 473,000 common shares issued in settlement, and as of September 8, 2026, 4,924,701 common shares and 1,726,704 Series D Preferred shares were outstanding.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement incorporating a current report that updates investors on September 2026 Series D Cumulative Convertible Preferred Stock redemptions and a resulting adjustment to the conversion terms of its 7.00% Subordinated Convertible Notes due 2031.
For September redemptions, 8,200 Series D Preferred shares were redeemed at a Redemption Price of approximately $41.66 per share and settled through the issuance of 348,896 shares of common stock. The volume weighted average closing price of the common stock over the 10 trading days before September 8, 2026 was approximately $0.98 per share.
Under the note indenture’s optional conversion provision, the lowest Series D conversion price in September triggered a further adjustment of the notes’ conversion price to approximately $0.54 per share of common stock, or approximately 46.43 shares for each $25.00 principal amount converted. Cumulatively, 1,827,228 Series D Preferred shares have been redeemed, with approximately 473,000 common shares issued in settlement, and as of September 8, 2026 there were 4,924,701 common shares and 1,726,704 Series D Preferred shares outstanding.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed Prospectus Supplement No. 28 to a March 20, 2026 prospectus covering the offer and sale of up to 673,971 shares of common stock issuable upon exercise of warrants held by selling stockholders.
The attached Form 8-K describes September 2026 privately negotiated exchanges in which WHLR agreed to issue a total of 841,628 shares of common stock: 581,328 shares on September 2 in exchange for 23,664 Series B and 3,537 Series D preferred shares, and 260,300 shares on September 3 in exchange for 7,600 Series B and 1,900 Series D preferred shares. The preferred shares received were retired and cancelled, WHLR received no cash proceeds, and the exchanges relied on the Section 3(a)(9) exemption as exchanges with existing security holders with no commissions paid.
Wheeler Real Estate Investment Trust, Inc. (WHLR) has filed Prospectus Supplement No. 14 to its July 2, 2026 prospectus covering the potential issuance from time to time of up to 100,090,365 shares of common stock. The supplement incorporates a recent report of preferred stock exchanges into common stock.
WHLR disclosed exchanging preferred stock for common stock with existing holders in September 2026, issuing 581,328 common shares on September 2 and 260,300 common shares on September 3 in return for Series B and Series D preferred shares, which were retired and cancelled. These exchanges were completed without cash proceeds under a Section 3(a)(9) exemption.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement incorporating a recent report describing unregistered exchanges of preferred stock into common stock. On September 2, 2026, the company agreed to issue 581,328 shares of common stock in exchange for 23,664 Series B and 3,537 Series D preferred shares held by two investors. On September 3, 2026, it agreed to issue 260,300 common shares in exchange for 7,600 Series B and 1,900 Series D preferred shares held by another investor. The company received no cash proceeds, and the exchanged preferred shares were retired and cancelled. Common shares for these exchanges were issued in reliance on the Section 3(a)(9) exemption under the Securities Act.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement updating its March 20, 2026 prospectus covering the offer and sale of up to 673,971 shares of common stock issuable upon exercise of warrants by selling stockholders. The supplement attaches a current report describing recent equity exchanges.
On August 28, 2026, the company agreed to issue 2,392,520 shares of common stock to six unaffiliated investors in nine exchanges for an aggregate of 211,393 Series B Preferred and 21,918 Series D Preferred shares. On September 1, 2026, it agreed to issue 569,627 common shares to two unaffiliated investors in exchange for 22,279 Series B and 5,000 Series D preferred shares. The company received no cash, and the exchanged preferred shares were retired and cancelled. These exchanges relied on the Section 3(a)(9) exemption as exchanges with existing security holders, with no commissions paid.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement updating its shelf registration for the potential issuance from time to time of up to 100,090,365 shares of common stock and incorporating a recent current report. The current report describes unregistered exchanges of preferred stock for common stock with existing security holders, resulting in new common shares being issued and the exchanged preferred shares being retired and cancelled. The exchanges were conducted with unaffiliated investors under Section 3(a)(9) of the Securities Act and generated no cash proceeds.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement updating its existing shelf prospectus for potential issuances of Series B Preferred Stock and Series D Cumulative Convertible Preferred Stock as interest on its 7.00% Subordinated Convertible Notes due 2031, and attached a recent Current Report on Form 8-K.
The 8-K describes unregistered exchanges in which WHLR agreed on August 28, 2026 to issue 2,392,520 shares of common stock for 211,393 Series B and 21,918 Series D preferred shares, and on September 1, 2026 to issue 569,627 common shares for 22,279 Series B and 5,000 Series D preferred shares. The company received no cash proceeds and the exchanged preferred shares were retired and cancelled, with the exchanges relying on the Section 3(a)(9) exemption from registration.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement covering the resale of up to 673,971 shares of Common Stock issuable upon exercise of outstanding warrants by selling stockholders. The supplement attaches a current report describing a one-for-four Reverse Stock Split of the Common Stock, effective at 5:00 p.m. Eastern Time on August 26, 2026, followed by a decrease in par value to $0.01 per share at 5:01 p.m.
The split applies to all outstanding Common Stock without changing proportional ownership, except for cash paid in lieu of fractional shares. Common Stock outstanding will decline from 3,088,204 shares as of August 21, 2026 to approximately 772,051 shares post-split. The conversion rate on the 7.00% subordinated convertible notes due 2031 will adjust from approximately 62.52 to 15.63 shares per $25 principal amount, and conversion prices and share amounts for the Series B and Series D preferred stock will be proportionally adjusted.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement relating to the potential issuance from time to time of up to 100,090,365 shares of its common stock. The supplement attaches a current report describing a one-for-four Reverse Stock Split of the common stock, effective at 5:00 p.m. Eastern Time on August 26, 2026, followed by a par value decrease to $0.01 per share at 5:01 p.m.
The reverse split applies to all outstanding common shares, with cash paid in lieu of fractional shares based on the August 26, 2026 Nasdaq closing price. As of August 21, 2026 there were 3,088,204 common shares outstanding and the company anticipates approximately 772,051 shares outstanding after the split. The trading symbol WHLR will remain the same, but the common stock will trade on a split-adjusted basis on August 27, 2026 under new CUSIP 963025739, and conversion terms of the company’s convertible notes and preferred stock will be adjusted proportionately.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement incorporating a current report that details a one-for-four reverse stock split of its Common Stock, effective at 5:00 p.m. Eastern Time on August 26, 2026, followed by a par value reduction to $0.01 per share at 5:01 p.m.
The split applies to all outstanding shares, with cash paid instead of fractional shares based on the split-adjusted Nasdaq closing price on August 26, 2026. Common shares outstanding will change from 3,088,204 to approximately 772,051 after the split, without changing authorized share count or relative voting rights aside from de minimis fractional effects.
The trading symbol WHLR will remain, but Common Stock will trade on a split-adjusted basis at the market open on August 27, 2026 under new CUSIP 963025739. The conversion rate of the 7.00% Subordinated Convertible Notes due 2031 will adjust from approximately 62.52 to approximately 15.63 shares of Common Stock per $25.00 principal amount, and the conversion prices of the Series B and Series D preferred stock will be proportionally increased.
Wheeler Real Estate Investment Trust, Inc. (symbol: WHLR) is the issuer of record for a Form 424B3 filing submitted to the SEC.
Wheeler Real Estate Investment Trust, Inc. (symbol: WHLR) is the issuer of record for a Form 424B3 filing submitted to the SEC.
Wheeler Real Estate Investment Trust, Inc. (symbol: WHLR) is the issuer of record for a Form 424B3 filing submitted to the SEC.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement covering the resale of up to 673,971 shares of common stock, par value $0.01 per share, issuable upon exercise of warrants held by selling stockholders identified in the related prospectus.
The supplement attaches a current report describing three unregistered exchanges of preferred stock for common stock with unaffiliated investors. On August 11, 2026, WHLR agreed to issue 103,800 common shares for 2,400 Series B Convertible Preferred shares and 600 Series D Cumulative Convertible Preferred shares. On August 13, 2026, it agreed to issue 172,000 common shares for 4,000 Series B and 1,000 Series D shares. On August 17, 2026, it agreed to issue 300,000 common shares for 6,000 Series B and 1,500 Series D shares. WHLR received no cash in these exchanges, and the preferred shares delivered were retired and cancelled; the issuances relied on the Section 3(a)(9) exemption under the Securities Act.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement updating its shelf registration for the potential issuance from time to time of up to 100,090,365 shares of common stock. The supplement attaches a current report describing several recent unregistered exchanges of preferred stock into common stock.
On August 11, 13, and 17, 2026, WHLR agreed to issue 103,800, 172,000, and 300,000 common shares, respectively, to unaffiliated investors in exchange for outstanding Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock. WHLR received no cash; the exchanged preferred shares were retired and cancelled, and the issuances relied on the Section 3(a)(9) exemption under the Securities Act.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement tying its ongoing prospectus for issuing Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock as interest on its 7.00% Subordinated Convertible Notes due 2031 to a new current report.
The attached report describes three unregistered exchanges of preferred stock for common stock with unaffiliated holders. On August 11, 2026, WHLR agreed to issue 103,800 common shares in exchange for 2,400 Series B and 600 Series D preferred shares. On August 13, it agreed to issue 172,000 common shares for 4,000 Series B and 1,000 Series D preferred shares. On August 17, it agreed to issue 300,000 common shares for 6,000 Series B and 1,500 Series D preferred shares.
WHLR states it received no cash proceeds, and the exchanged preferred shares were retired and cancelled. The exchanges relied on the Section 3(a)(9) exemption as exchanges with existing securityholders, with no commission or other remuneration paid for soliciting the transactions.
Wheeler Real Estate Investment Trust, Inc. is supplementing its March 20, 2026 prospectus to reflect an attached Current Report on Form 8-K and to continue the registration for the resale of up to 673,971 shares of common stock, par value $0.01 per share, issuable upon exercise of warrants held by selling stockholders.
The attached Form 8-K reports that, effective August 10, 2026, Jason F. Simone was appointed Chief Financial Officer. Simone, age 48, has served the company since 2022, most recently as Director of Corporate Finance. The company states there are no related-party arrangements or new compensatory agreements associated with his appointment.
Wheeler Real Estate Investment Trust, Inc. filed a prospectus supplement relating to 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 attaches a Current Report on Form 8-K dated August 14, 2026, which discloses that, effective August 10, 2026, Jason F. Simone, age 48, was appointed Chief Financial Officer. Simone has served the company since 2022, most recently as Director of Corporate Finance, and previously worked at Cedar Realty Trust, Inc., now a wholly owned subsidiary. The company states there are no related-party arrangements, material interests in transactions, or new compensatory arrangements connected with his appointment.
Wheeler Real Estate Investment Trust, Inc. filed Prospectus Supplement No. 59 to its July 22, 2021 prospectus, relating to the issuance from time to time of Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock as interest payment on its 7.00% Subordinated Convertible Notes due 2031. The supplement incorporates and updates disclosure with a Current Report on Form 8-K.
Effective August 10, 2026, Jason F. Simone was appointed Chief Financial Officer. He has served in roles of increasing responsibility at the company since 2022, most recently as Director of Corporate Finance, and previously worked at Cedar Realty Trust, Inc. The company states there are no related-party transactions or family relationships requiring disclosure and that no new compensatory arrangements will be entered into in connection with his appointment.