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. has filed a prospectus supplement updating its shelf registration for issuance from time to time of up to 100,090,365 shares of common stock by incorporating its Quarterly Report for the period ended June 30, 2026.
At June 30, 2026, total assets were $593,376 thousand, including real estate, net, of $466,814 thousand, and loans payable, net, of $458,109 thousand. Cash, cash equivalents and restricted cash totaled $59,787 thousand. Total liabilities were $490,499 thousand, Series D preferred stock in mezzanine equity was $70,199 thousand, and shareholders’ equity was $5,697 thousand, with total equity of $32,678 thousand.
For Q2 2026, total revenue was $22,476 thousand and net income attributable to Wheeler REIT common shareholders was $7,147 thousand, driven in part by $4,885 thousand of gains on property disposals and a $7,566 thousand favorable change in derivative fair values, partly offset by a $1,590 thousand impairment charge and $7,960 thousand of interest expense. Six-month net cash provided by operating activities was $12,465 thousand, with additional cash from property sales used in part to reduce debt.
Wheeler Real Estate Investment Trust, Inc. reported second-quarter 2026 results highlighted by positive net income and FFO but lower revenue and AFFO. Total revenue was $22.5 million, down 13.9% or $3.6 million, mainly from asset sales and lower Same-Property revenue. Net income attributable to common shareholders was $7.1 million, compared with a loss in the prior-year quarter, helped by a $7.6 million gain on derivative liabilities and gains on property sales.
The portfolio remained largely grocery-anchored and 93.2% occupied and 93.8% leased, with strong rent spreads on new and renewal leases and 25 properties fully leased. Same-Property NOI declined 6.9%, though Same-Property base rent revenue rose 4.1%. AFFO was $2.4 million versus $4.1 million a year earlier. On the balance sheet, debt totaled $471.7 million, or 79.5% of total assets, while cash and cash equivalents increased to $31.9 million. The company completed three property dispositions in the quarter for about $15.8 million in proceeds, retired the Tuckernuck loan, reduced its June 2022 Term Loan, and continued exchanging and redeeming preferred stock, while cumulative dividends in arrears on Series D preferred stock reached $27.1 million.
Wheeler Real Estate Investment Trust, Inc. supplements its existing shelf prospectus for the issuance of Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock as interest on its 7.00% Subordinated Convertible Notes due 2031 by incorporating its Form 10-Q for the quarter ended June 30, 2026.
As of June 30, 2026, the company owned 59 properties across multiple states and reported total assets of $593.4 million, loans payable, net of $458.1 million, and total equity of $32.7 million. Quarterly revenue was $22.5 million, with net income of $9.7 million and net cash provided by operating activities of $12.5 million. Cash, cash equivalents and restricted cash totaled $59.8 million. The capital structure includes $70.2 million of Series D Preferred Stock (liquidation basis) with $27.1 million of cumulative dividends in arrears and ongoing exchanges and redemptions that affect common and preferred equity.
Wheeler Real Estate Investment Trust, Inc. reported Q2 2026 revenue of $22,476 thousand, down 13.9% year over year as prior-year asset sales reduced its portfolio, and net operating income declined to $15,625 thousand from $18,360 thousand. Operating income fell to $10,508 thousand and included a $1,590 thousand impairment on the Rivergate Shopping Center.
Although property earnings softened, net income improved to $9,746 thousand (versus a $1,000 thousand loss), and income attributable to common shareholders reached $7,147 thousand, helped by $4,885 thousand of gains on property disposals and a $7,566 thousand gain from changes in derivative liabilities. Cash, cash equivalents and restricted cash totaled $59,787 thousand at June 30, 2026, while loans payable, net were $458,109 thousand after using $21,642 thousand of sale proceeds to repay $5,700 thousand on the June 2022 term loan and fully retire a $4,400 thousand Tuckernuck loan.
The company continued reshaping its capital structure. It issued 119,215 common shares in exchanges for 139,250 Series B and 56,745 Series D preferred shares, retiring $5,800 thousand of preferred liquidation value, and settled redemptions of 44,547 Series D shares with 35,165 common shares. Cumulative undeclared dividends on Series D preferred stock reached $27.1 million at a 16.00% annual rate, and a recently effective prospectus registers up to 100,090,365 common shares for future Series D redemptions.
Wheeler Real Estate Investment Trust, Inc. updates its resale prospectus for the offer and sale of up to 673,971 shares of common stock issuable upon exercise of warrants by selling stockholders. The supplement includes recent exchanges in which common stock was issued for preferred stock.
Between July 29 and August 4, 2026, the company agreed to issue specified amounts of common stock to various unaffiliated investors in multiple exchanges for outstanding Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock. The company received no cash proceeds, and the preferred shares exchanged were retired and cancelled. These exchanges were made in reliance on the Section 3(a)(9) exemption under the Securities Act.
Wheeler Real Estate Investment Trust, Inc. may issue from time to time up to 100,090,365 shares of common stock under its July 2, 2026 prospectus, as updated by this supplement. The supplement attaches a current report describing recent unregistered exchanges of preferred stock into common stock.
Between July 29 and August 4, 2026, the company agreed with several unaffiliated investors to issue multiple blocks of common stock in exchange for outstanding Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock. The company received no cash in these exchanges, relied on the Section 3(a)(9) exemption, and retired and cancelled all preferred shares surrendered.
Wheeler Real Estate Investment Trust, Inc. reports a series of private exchange transactions in which holders of preferred stock exchanged their securities for common stock. The disclosure is incorporated into a prospectus supplement tied to an existing shelf registration for issuing Series B and Series D preferred stock as interest on 7.00% Subordinated Convertible Notes due 2031.
On July 29–31 and August 3–4, 2026, the company agreed to issue common shares to unaffiliated investors in exchange for Series B and Series D preferred stock. These exchanges included 150,030 common shares for 15,003 Series B shares on July 30, 387,937 common shares for 20,339 Series B and 2,246 Series D shares on July 31, 208,900 common shares for 10,300 Series B and 700 Series D shares on August 3, and 255,500 common shares for 7,000 Series B and 1,750 Series D shares on August 4. The company received no cash, the exchanged preferred shares were retired and cancelled, and the issuances relied on the Section 3(a)(9) exemption as exchanges with existing security holders.
Wheeler Real Estate Investment Trust, Inc. exchanged preferred stock for common stock in a series of privately negotiated transactions with unaffiliated holders from July 29 to August 4, 2026. The exchanges involved Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock.
On July 29, the company agreed to issue 7 shares of common stock in exchange for 1 share of Series B preferred. On July 30, it agreed to issue 150,030 shares of common stock for 15,003 shares of Series B preferred, and on July 31, 387,937 shares of common stock for 20,339 shares of Series B preferred and 2,246 shares of Series D preferred, using exchange ratios including 10, 13 and 107 common shares per specified preferred share combinations. On August 3, it agreed to issue 208,900 shares of common stock for 10,300 shares of Series B preferred and 700 shares of Series D preferred, and on August 4, 255,500 shares of common stock for 7,000 shares of Series B preferred and 1,750 shares of Series D preferred. The company received no cash proceeds, the exchanged preferred shares were retired and cancelled, and the common stock was issued under the Securities Act Section 3(a)(9) exemption with no commissions paid.
Wheeler Real Estate Investment Trust, Inc. filed a prospectus supplement tied to the resale of up to 673,971 shares of common stock issuable upon exercise of warrants by selling stockholders. The supplement attaches and incorporates a new current report describing a one-for-five reverse stock split of the common stock.
The reverse split becomes effective at 5:00 p.m. Eastern Time on July 27, 2026, with the common stock trading on a split-adjusted basis on July 28, 2026 under a new CUSIP 963025747. As of July 22, 2026 the company had 4,646,083 shares outstanding and anticipates about 929,217 shares outstanding after the split; relative ownership, voting and other rights are intended to remain generally unchanged apart from cash in lieu of fractional shares.
The charter amendments also decrease the common stock par value from $0.05 (post-split effect) to $0.01 per share and adjust conversion mechanics on the company’s convertible securities, including reducing the conversion rate on its 7.00% subordinated convertible notes due 2031 from approximately 37.33 to 7.47 shares per $25 principal amount.
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.