Wheeler REIT (NASDAQ: WHLR) to shrink share count in 1-for-4 reverse split
Rhea-AI Filing Summary
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.
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Filing Explained
The filing’s added scope is a prospectus update covering the potential 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.
Key Figures
Reverse stock split ratio: one-for-four
Shares outstanding pre-split: 3,088,204 shares
Shares outstanding post-split (approximate): 772,051 shares
+4 more
7 metrics
Reverse stock split ratio
one-for-four
Reverse Stock Split of WHLR Common Stock effective August 26, 2026
Shares outstanding pre-split
3,088,204 shares
Common Stock outstanding as of August 21, 2026 before Reverse Stock Split
Shares outstanding post-split (approximate)
772,051 shares
Anticipated Common Stock outstanding after one-for-four Reverse Stock Split
Notes conversion rate pre-split
62.52 shares per $25.00 principal amount
Common shares per $25.00 principal amount of 7.00% Subordinated Convertible Notes due 2031 before split
Notes conversion rate post-split
15.63 shares per $25.00 principal amount
Common shares per $25.00 principal amount of 7.00% Subordinated Convertible Notes due 2031 after split
New CUSIP for Common Stock
963025739
CUSIP for WHLR Common Stock after Reverse Stock Split
Par value after Second Amendment
$0.01 per share
Par value of Common Stock effective 5:01 p.m. Eastern Time on August 26, 2026
Key Terms
Reverse Stock Split, Articles of Amendment, conversion rate, conversion price, +1 more
5 terms
Reverse Stock Split financial
"in connection with a one-for-four Reverse Stock Split of the common stock"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Articles of Amendment regulatory
"the Company filed two Articles of Amendment to its charter"
Articles of amendment are official documents a corporation files with the government to record changes to its foundational details, such as its name, share structure, authorized capital, or bylaws. Think of them like updating a company’s recipe or blueprint so everyone knows the new ingredients and rules; investors use them to track structural shifts that can affect ownership, voting power, dilution risk, or a company’s strategic flexibility.
conversion rate financial
"the conversion rate of the Notes will be proportionately reduced"
Conversion rate is the proportion of items, people or contracts that take a desired action out of the total possible — for example the share of website visitors who make a purchase, or the number of convertible bonds that are exchanged for shares. Investors care because it measures how effectively a business or financial instrument turns opportunity into real outcomes, like sales or share issuance, which directly affects revenue, cash flow and ownership dilution.
conversion price financial
"the conversion price of the Company’s Series B Convertible Preferred Stock"
The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.
forward-looking statements regulatory
"This Current Report on Form 8-K includes forward-looking statements."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Offering Details
shelf
Offering
Offering Type
shelf
FAQ
What reverse stock split did WHLR announce and when is it effective?
WHLR approved a one-for-four reverse stock split of its Common Stock, effective at 5:00 p.m. Eastern Time on August 26, 2026. The Common Stock will begin trading on a split-adjusted basis at the market open on August 27, 2026.
How does the reverse split affect WHLR’s 7.00% Subordinated Convertible Notes due 2031?
Following the reverse split, the conversion rate of WHLR’s 7.00% Subordinated Convertible Notes due 2031 will be proportionately reduced from approximately 62.52 to approximately 15.63 shares of Common Stock per $25.00 principal amount of Notes.
What happens to WHLR’s Nasdaq listing and CUSIP after the reverse split?
WHLR’s Common Stock will continue trading on the Nasdaq Capital Market under the symbol WHLR, but beginning August 27, 2026 it will trade on a split-adjusted basis under a new CUSIP number, 963025739.
How are WHLR’s preferred stock conversion terms affected by the reverse split?
WHLR states that, as a result of the reverse split, the conversion price of its Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock will be proportionally increased, and related conversion terms will be adjusted accordingly.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Prospectus Supplement No. 62 | Filed pursuant to Rule 424(b)(3) | |||||||||||||
| (To Prospectus dated July 22, 2021) | Registration No. 333-256699 | |||||||||||||
Wheeler Real Estate Investment Trust, Inc.
This is Prospectus Supplement No. 62 (this “Prospectus Supplement”) to our Prospectus, dated July 22, 2021 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of our Series B Convertible Preferred Stock and our Series D Cumulative Convertible Preferred Stock as interest payment on our 7.00% Subordinated Convertible Notes due 2031. Terms used but not defined in this Prospectus Supplement have the meanings ascribed to them in the Prospectus.
We have attached to this Prospectus Supplement our Current Report on Form 8-K filed on August 21, 2026. The attached information updates and supplements, and should be read together with, the Prospectus, as supplemented from time to time.
Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 5 of the Prospectus, and under similar headings in any amendments or supplements to the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement is August 21, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): August 21, 2026
WHEELER REAL ESTATE INVESTMENT TRUST, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 001-35713 | 45-2681082 | ||||||||||||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
2529 Virginia Beach Blvd. Virginia Beach, VA | 23452 | |||||||
| (Address of principal executive offices) | (Zip code) | |||||||
Registrant’s telephone number, including area code: (757) 627-9088
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, $0.01 par value per share | WHLR | Nasdaq Capital Market | ||||||||||||
| Series B Convertible Preferred Stock | WHLRP | Nasdaq Capital Market | ||||||||||||
| Series D Cumulative Convertible Preferred Stock | WHLRD | Nasdaq Capital Market | ||||||||||||
| 7.00% Subordinated Convertible Notes due 2031 | WHLRL | Nasdaq Capital Market | ||||||||||||
Item 3.03. Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Charter Amendments for One-for-four Reverse Stock Split
On August 21, 2026, in connection with a one-for-four reverse stock split (the “Reverse Stock Split”) of the common stock, $0.01 par value per share (the "Common Stock"), of Wheeler Real Estate Investment Trust, Inc. (the "Company"), to be effective on August 26, 2026, the Company filed two Articles of Amendment to its charter with the State Department of Assessments and Taxation of Maryland that provide for:
ia one-for-four Reverse Stock Split of the Common Stock, to be effective at 5:00 p.m. Eastern Time (the “Effective Time”) on August 26, 2026 (the “First Amendment”); and
iithe par value of the Common Stock to be decreased from $0.04 per share (as a result of the one-for-four Reverse Stock Split) to $0.01 per share, to be effective at 5:01 p.m. Eastern Time on August 26, 2026 (the “Second Amendment”).
Pursuant to the First Amendment, no fractional shares will be issued in connection with the Reverse Stock Split; rather, stockholders who would have otherwise been issued a fractional share of the Common Stock as a result of the Reverse Stock Split will instead receive a cash payment in lieu of such fractional share in an amount equal to the applicable fraction multiplied by the closing price of the Company’s Common Stock on The Nasdaq Capital Market on August 26, 2026 (as adjusted for the Reverse Stock Split), without any interest.
The foregoing descriptions of the amendments to the Company’s charter do not purport to be complete and are qualified in their entirety by reference to each amendment, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Effect of Reverse Stock Split on Common Stock
At the market open on August 27, 2026 (the first business day after the Effective Time), the Common Stock will begin trading on a split-adjusted basis on The Nasdaq Capital Market under a new CUSIP number (963025739).
The Reverse Stock Split will apply to all of the outstanding shares of Common Stock as of the Effective Time. It therefore will not affect any particular stockholder’s relative ownership percentage of shares of Common Stock, except for de minimis changes resulting from the payment of cash in lieu of fractional shares. The Reverse Stock Split will also not affect the relative voting or other rights that accompany the shares of Common Stock, except to the extent that it results from a stockholder receiving cash in lieu of fractional shares. There will be no change to the number of authorized shares of the Common Stock as a result of the Reverse Stock Split.
As of August 21, 2026 the Company had 3,088,204 shares of Common Stock outstanding and anticipates having approximately 772,051 shares of Common Stock outstanding post-Reverse Stock Split.
The Company’s trading symbol will remain unchanged, but the CUSIP number for the Company’s registered Common Stock will be changed to 963025739.
In connection with the Reverse Stock Split, adjustments will be made to the number of shares of Common Stock issuable upon conversion of the Company’s convertible securities.
Effect of Reverse Stock Split on 7.00% Subordinated Convertible Notes Due 2031
As a result of the Reverse Stock Split, pursuant to and in accordance with Section 14.05(c) of that certain indenture, dated as of August 13, 2021, between the Company and Wilmington Savings Fund Society, FSB as trustee, pertaining to the Company’s 7.00% subordinated convertible notes due 2031 (the “Notes”), the conversion rate of the Notes will be proportionately reduced from approximately 62.52 shares of Common Stock per each $25.00 principal amount of the Notes to approximately 15.63 shares of Common Stock per each $25.00 principal amount of the Notes.
Effect of Reverse Stock Split on Preferred Stock
As a result of the Reverse Stock Split, the conversion price of the Company’s Series B Convertible Preferred Stock will proportionally increase from $72,576,000,000 per share of Common Stock to $290,304,000,000 per share of Common Stock, and one (1) share of Series B Convertible Preferred Stock will be convertible into approximately 0.00000000001 shares of Common Stock.
As a result of the Reverse Stock Split, the conversion price of the Company’s Series D Cumulative Convertible Preferred Stock will proportionally increase from $30,772,224,000 per share of Common Stock to $123,088,896,000 per share of Common Stock, and one (1) share of Series D Cumulative Convertible Preferred Stock will be convertible into approximately 0.0000000002 shares of Common Stock.
Forward-Looking Statements.
This Current Report on Form 8-K includes forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “will”, “would”, and "anticipates", or the negative of such terms, or other comparable terminology, and include statements about the Reverse Stock Split and the impact, if any, of the Reverse Stock Split on the Company and the trading price of the Common Stock. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Current Report on Form 8-K, and the Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein, or to reflect any change in our expectations with regard thereto or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required by applicable law.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. | Description | |||||||
| 3.1 | First Amendment (Reverse Stock Split) | |||||||
| 3.2 | Second Amendment (Par Value Decrease) | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WHEELER REAL ESTATE INVESTMENT TRUST, INC. | ||||||||
| By: | /s/ M. Andrew Franklin | |||||||
| Name: M. Andrew Franklin | ||||||||
| Title: Chief Executive Officer and President | ||||||||
Dated: August 21, 2026