Wheeler Real Estate Investment Trust (WHLR) sets one-for-five reverse split and adjusts conversions
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- None.
Key Figures
Registered common stock capacity: 100,090,365 shares
Reverse stock split ratio: one-for-five
Pre-split shares outstanding: 4,646,083 shares
+5 more
8 metrics
Registered common stock capacity
100,090,365 shares
Shares of common stock that may be issued from time to time under the prospectus
Reverse stock split ratio
one-for-five
Reverse stock split of common stock effective July 27, 2026
Pre-split shares outstanding
4,646,083 shares
Common stock outstanding as of July 22, 2026 before reverse split
Post-split shares outstanding (approx.)
929,217 shares
Anticipated common stock outstanding after one-for-five reverse split
Par value after amendment
$0.01 per share
Par value of common stock after second amendment effective July 27, 2026
Notes conversion rate pre-split
37.33 shares per $25.00
Common shares per $25.00 principal of 7.00% subordinated convertible notes before split
Notes conversion rate post-split
7.47 shares per $25.00
Common shares per $25.00 principal of 7.00% subordinated convertible notes after split
New CUSIP for common stock
963025747
CUSIP number for split-adjusted common stock trading on Nasdaq Capital Market
Key Terms
Reverse Stock Split, par value, Subordinated Convertible Notes, conversion rate, +1 more
5 terms
Reverse Stock Split financial
"in connection with a one-for-five 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.
par value financial
"the par value of the Common Stock to be decreased from $0.05 per share"
Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.
Subordinated Convertible Notes financial
"the Company’s 7.00% subordinated convertible notes due 2031"
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.
CUSIP financial
"trading on a split-adjusted basis on The Nasdaq Capital Market under a new CUSIP number"
A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.
Offering Details
shelf
Offering
Offering Type
shelf
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What is Wheeler Real Estate Investment Trust (WHLR) registering in this prospectus supplement?
The company may issue from time to time up to 100,090,365 shares of its common stock. This supplement attaches and incorporates a new Form 8-K detailing a reverse stock split and related charter amendments.
What reverse stock split did WHLR approve and when does it take effect?
Wheeler 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 split-adjusted trading beginning July 28, 2026.
How are WHLR’s 7.00% subordinated convertible notes affected by the reverse stock split?
The notes’ conversion rate will be proportionately adjusted from approximately 37.33 to approximately 7.47 common shares for each $25.00 principal amount, consistent with the one-for-five reverse stock split.
What happens to WHLR’s preferred stock conversion terms after the reverse split?
The conversion prices of the Series B and Series D convertible preferred stock will increase proportionally, and each preferred share will become convertible into approximately zero shares of common stock following the reverse stock split.
Prospectus Supplement No. 4 | Filed pursuant to Rule 424(b)(3) | |||||||||||||
| (To Prospectus dated July 2, 2026) | Registration No. 333-296944 | |||||||||||||
Wheeler Real Estate Investment Trust, Inc.
This is Prospectus Supplement No. 4 (this “Prospectus Supplement”) to our Prospectus, dated July 2, 2026 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 100,090,365 shares of our common stock, par value $0.01 (“Common Stock”). 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 July 22, 2026. The attached information updates and supplements, and should be read together with, the Prospectus, as supplemented from time to time.
Investing in our Common Stock involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 6 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 July 22, 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): July 22, 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-Five Reverse Stock Split
On July 22, 2026, in connection with a one-for-five 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 July 27, 2026, the Company filed two Articles of Amendment to its charter with the State Department of Assessments and Taxation of Maryland that provide for:
i.a one-for-five Reverse Stock Split of the Common Stock, to be effective at 5:00 p.m. Eastern Time (the “Effective Time”) on July 27, 2026 (the “First Amendment”); and
ii.the par value of the Common Stock to be decreased from $0.05 per share (as a result of the one-for-five Reverse Stock Split) to $0.01 per share, to be effective at 5:01 p.m. Eastern Time on July 27, 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 July 27, 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 July 28, 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 (963025747).
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 July 22, 2026 the Company had 4,646,083 shares of Common Stock outstanding and anticipates having approximately 929,217 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 963025747.
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 37.33 shares of Common Stock per each $25.00 principal amount of the Notes to approximately 7.47 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 $14,515,200,000 per share of Common Stock to $72,576,000,000 per share of Common Stock, and one (1) share of Series B Convertible Preferred Stock will be convertible into approximately 0.0000000003 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 $6,154,444,800 per share of Common Stock to $30,772,224,000 per share of Common Stock, and one (1) share of Series D Cumulative Convertible Preferred Stock will be convertible into approximately 0.000000001 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: July 22, 2026