Wheeler REIT (WHLR) sets 1-for-3 reverse split and adjusts conversions
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. approved a one-for-three reverse stock split of its common stock, effective at 5:00 p.m. Eastern Time on April 17, 2026. The stock will begin trading on a split-adjusted basis on April 20, 2026 under a new CUSIP.
No fractional shares will be issued; instead, holders will receive cash based on the April 17, 2026 Nasdaq closing price for any fractional share. The reverse split reduces outstanding common shares from 1,813,124 to approximately 604,374 while leaving authorized share counts, relative ownership percentages and voting rights largely unchanged.
The company also reduced the post-split par value of common stock from $0.03 to $0.01 per share and proportionally adjusted conversion terms for its 7.00% subordinated convertible notes due 2031 and its Series B and Series D convertible preferred stock.
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8-K Event Classification
3 items: 3.03, 5.03, 9.01
3 items
Item 3.03
Material Modification to Rights of Security Holders
Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Reverse stock split ratio: one-for-three
Pre-split common shares outstanding: 1,813,124 shares
Post-split common shares outstanding: approximately 604,374 shares
+5 more
8 metrics
Reverse stock split ratio
one-for-three
Common stock split effective April 17, 2026
Pre-split common shares outstanding
1,813,124 shares
As of April 13, 2026
Post-split common shares outstanding
approximately 604,374 shares
Anticipated after one-for-three reverse split
Common stock par value change
$0.03 to $0.01 per share
Effective at 5:01 p.m. Eastern Time on April 17, 2026
Notes conversion rate pre-split
approximately 43.85 shares per $25
7.00% subordinated convertible notes due 2031
Notes conversion rate post-split
approximately 14.62 shares per $25
Adjusted for one-for-three reverse split
Series B conversion price change
$1,209,600,000 to $3,628,800,000
Per share of common stock
Series D conversion price change
$512,870,400 to $1,538,611,200
Per share of common stock
Key Terms
Reverse Stock Split, Articles of Amendment, 7.00% subordinated convertible notes due 2031, Series B Convertible Preferred Stock, +2 more
6 terms
Reverse Stock Split financial
"in connection with a one-for-three reverse stock split (the “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.
7.00% subordinated convertible notes due 2031 financial
"pertaining to the Company’s 7.00% subordinated convertible notes due 2031 (the “Notes”)"
Series B Convertible Preferred Stock financial
"the conversion price of the Company’s Series B Convertible Preferred Stock will proportionally increase"
Series B convertible preferred stock is a class of shares sold during a later-stage private financing that combines features of a loan and common stock: it usually pays priority dividends or has a priority claim if the company is sold, and it can be converted into common shares under predefined rules. Investors care because these shares affect ownership stakes and payout order—like having a reserved place in line and a ticket that can turn into regular ownership—so they influence potential returns and dilution for other shareholders.
Series D Cumulative Convertible Preferred Stock financial
"the conversion price of the Company’s Series D Cumulative Convertible Preferred Stock will proportionally increase"
par value financial
"the par value of the Common Stock to be decreased from $0.03 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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Wheeler Real Estate Investment Trust (WHLR) announce in this 8-K?
Wheeler Real Estate Investment Trust approved a one-for-three reverse stock split of its common stock. It also amended its charter, adjusted par value, and recalculated conversion terms for its convertible notes and preferred stock to reflect the new share structure.
When will the WHLR reverse stock split become effective and start trading?
The WHLR reverse stock split becomes effective at 5:00 p.m. Eastern Time on April 17, 2026. Split-adjusted trading on The Nasdaq Capital Market will begin at the market open on April 20, 2026, using a new CUSIP number for the common stock.
How are WHLR’s 7.00% subordinated convertible notes due 2031 affected?
The conversion rate on WHLR’s 7.00% subordinated convertible notes due 2031 will be proportionately reduced. It will change from approximately 43.85 shares of common stock per $25 principal amount of notes to approximately 14.62 shares per $25 principal amount, aligning with the one-for-three reverse split.
What changes occur to WHLR Series B and Series D preferred stock conversions?
Conversion prices for WHLR’s preferred stocks will increase proportionally. The Series B Convertible Preferred Stock conversion price rises from $1,209,600,000 to $3,628,800,000 per common share, and the Series D Cumulative Convertible Preferred Stock conversion price rises from $512,870,400 to $1,538,611,200 per common share, with corresponding conversion ratios adjusted.