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. registers up to 100,090,365 shares of Common Stock to be issued upon the redemption of its Series D Cumulative Convertible Preferred Stock. The shares are issuable in lieu of the $25.00 per‑share redemption price (plus accrued dividends) and the Company will receive no proceeds from these issuances. The prospectus assumes certain pricing inputs (a $3.53 VWAP estimate) to calculate an illustrative 100,000,000‑share component of the registration and shows 838,905 shares outstanding as of July 1, 2026. The registration covers issuance until Series D Preferred Stock redemptions conclude; issuance timing and actual share counts depend on holder elections and the VWAP calculation for each Holder Redemption Date.
Wheeler Real Estate Investment Trust director Gregory Paul Hannon, through Oakmont Capital Inc., reported indirect holdings and an interest payment related to the company’s convertible securities. Oakmont Capital holds 7.00% Subordinated Convertible Notes due 2031 that are convertible into Wheeler common stock at a conversion price of $2.771041 per share, representing 157,882 underlying common shares.
On June 30, 2026, interest on these notes was paid in kind as 528 shares of Series D Cumulative Convertible Preferred Stock, bringing Oakmont Capital’s total Series D holdings to 1,054 shares. The Series D preferred stock is itself convertible into Wheeler common stock at a very high stated conversion price per share and has no expiration date. The filing notes that these securities are owned directly by Oakmont Capital, with Hannon reporting them indirectly and disclaiming beneficial ownership except for his pecuniary interest.
Wheeler Real Estate Investment Trust, Inc. CEO Michael Andrew Franklin reported changes in his holdings of the company’s convertible securities. He holds 7.00% Subordinated Convertible Notes due 2031 that are convertible into 9,491 shares of common stock at a conversion price of $2.771041 per share, or 9.021881 common shares for each $25.00 of principal.
On June 30, 2026, interest on these Notes was paid to him in the form of Series D Cumulative Convertible Preferred Stock. He received 44 shares of Series D Preferred Stock as interest, bringing his total Series D holdings to 88 shares, based on a per share value of $20.698249 determined under the Indenture’s volume‑weighted average price formula. The Series D Preferred Stock is itself convertible into common stock at a very high stated conversion price and has no expiration date.
Wheeler Real Estate Investment Trust, Inc. reported that investment entities associated with director and ten percent owner Joseph Stilwell sold a total of 25,000 shares of Series B Convertible Preferred Stock on June 26, 2026 at $8.6423 per share. According to the footnotes, Stilwell Activist Fund, L.P. sold 11,105 shares and Stilwell Value Partners VII, L.P. sold 13,895 shares, with Joseph Stilwell reporting these holdings indirectly through Stilwell Value LLC and disclaiming beneficial ownership except for his pecuniary interest. After these sales, the filing shows continuing indirect positions in Series B Preferred Stock and substantial indirect holdings of the company’s 7.00% Subordinated Convertible Notes due 2031, which are convertible into common stock.
Wheeler Real Estate Investment Trust, Inc. filed a Prospectus Supplement dated June 26, 2026 registering up to 673,971 shares of Common Stock issuable upon exercise of outstanding warrants by selling stockholders. The supplement attaches a Current Report on Form 8-K reporting a separate, non-cash exchange closed on June 22, 2026, under which the company issued 86,583 shares of Common Stock in exchange for and retirement of 16,492 shares of Series B Convertible Preferred Stock and 4,123 shares of Series D Cumulative Convertible Preferred Stock.
The exchange used the Section 3(a)(9) exemption; no cash proceeds were received and the exchanged preferred shares were cancelled. The Prospectus Supplement updates the offering materials and should be read with the Prospectus dated March 20, 2026.
Wheeler Real Estate Investment Trust, Inc. registered up to 100,043,323 shares of Common Stock under a Prospectus Supplement dated June 26, 2026. The supplement attaches a Form 8-K disclosing that on June 22, 2026 the company issued 86,583 shares of Common Stock to an unaffiliated holder in exchange for and retirement of certain Series B and Series D preferred shares.
The exchange was effected at an exchange ratio described as 21 Common shares for four Series B Preferred shares and one Series D Preferred share, settled in customary cycles, produced no cash proceeds to the company, and relied on the exemption in Section 3(a)(9) of the Securities Act.
Wheeler Real Estate Investment Trust, Inc. agreed to issue 86,583 shares of Common Stock on June 22, 2026 in exchange for 16,492 shares of Series B Convertible Preferred Stock and 4,123 shares of Series D Cumulative Convertible Preferred Stock. The exchanged Preferred Stock was retired and cancelled and the Company received no cash proceeds.
The issuance was effected on the basis of an exchange exemption under Section 3(a)(9) of the Securities Act and settled in accordance with customary settlement cycles. This Prospectus Supplement (No. 50) attaches a Current Report on Form 8-K dated June 26, 2026.
Wheeler REIT, Inc. submitted a Form 144 regarding a proposed sale of Series D Cumulative Convertible Preferred Stock, listing 17,000 shares.
The filing also shows numeric entries of 646,000 and 1,765,162 alongside a 06/26/2026 date and Nasdaq as the exchange. It records 47,629 shares received in lieu of interest as of 06/30/2025.
Wheeler Real Estate Investment Trust, Inc. agreed to issue 86,583 shares of common stock in a private exchange with an existing investor. In return, the company received 16,492 shares of Series B Convertible Preferred Stock and 4,123 shares of Series D Cumulative Convertible Preferred Stock, which were retired and cancelled.
The exchange used a fixed ratio of twenty-one common shares for every four Series B and one Series D preferred share. No cash changed hands, and the issuance relied on the Section 3(a)(9) exemption under the Securities Act for exchanges with existing security holders.
Wheeler REIT, Inc. submitted a Rule 144 notice relating to sales of its Series B Convertible Preferred Stock through Raymond James & Associates.
The excerpt lists numeric entries including 25,000, 250,750, and 2,613,608 alongside the date 06/26/2026, and shows 817,085 shares received in lieu of interest on 01/03/2023. The filing names Nasdaq as the market venue.