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. is asking stockholders to vote on 15 proposals at its December 4, 2026 annual meeting: elect seven directors, ratify Cherry Bekaert LLP for fiscal 2026, approve a potential Note Share Issuance, and consider reverse-split authorizations. The meeting is in person in San Juan; holders of record on October 2, 2026 may vote. There were 1,460,799 common shares outstanding on that record date.
The Note Share Issuance proposal concerns potential issuance of more than 19.9% of outstanding Common Stock in repayment of promissory notes issuable under investor Note Purchase Agreements. Proposals 4 through 15 would each authorize the board, in its sole discretion, to effect a reverse split at an exchange ratio between one-for-two and one-for-100, during the corresponding month from January through December 2027. These are proposed authorizations, not a stated completed split. The board recommends voting FOR every proposal.
Wheeler Real Estate Investment Trust, Inc. (WHLR) Supplement No. 6 relates to selling stockholders’ offer and sale of up to 710,466 shares of Series B Preferred Stock.
Separately, the company agreed to issue 917,868 common shares for 53,058 Series B and 10,758 Series D preferred shares on October 6, 2026; 780,881 common shares for 48,529 Series B and 2,475 Series D preferred shares on October 7, 2026; 824,696 common shares for 33,372 Series B and 4,000 Series D preferred shares on October 8, 2026; and 125,874 common shares for 6,993 Series B preferred shares on October 9, 2026. Wheeler said it received no cash proceeds from these exchanges and that the preferred shares exchanged were retired and canceled. Settlement was expected in accordance with customary settlement cycles.
Wheeler Real Estate Investment Trust, Inc. (WHLR) issued Prospectus Supplement No. 21 relating to the issuance from time to time of up to 100,090,365 shares of common stock.
For October 6, 7, 8 and 9, 2026, respectively, the company agreed to issue 917,868, 780,881, 824,696 and 125,874 common shares in exchange for preferred shares. The exchanges covered 53,058 Series B and 10,758 Series D shares on October 6; 48,529 Series B and 2,475 Series D on October 7; 33,372 Series B and 4,000 Series D on October 8; and 6,993 Series B shares on October 9. The company stated it issued the common shares and expects settlement in accordance with customary settlement cycles. The preferred shares exchanged were retired and cancelled, and the transactions generated no cash proceeds for the company.
Wheeler Real Estate Investment Trust, Inc. agreed to issue common stock in exchanges on four dates. On October 6, 2026, it agreed to issue 917,868 shares for 53,058 Series B and 10,758 Series D preferred shares; on October 7, 780,881 shares for 48,529 Series B and 2,475 Series D shares; on October 8, 824,696 shares for 33,372 Series B and 4,000 Series D shares; and on October 9, 125,874 shares for 6,993 Series B shares.
The company said it received no cash proceeds, and the preferred shares exchanged have been retired and cancelled.
Wheeler Real Estate Investment Trust, Inc. (WHLR) agreed to issue common shares in exchange for preferred shares held by unaffiliated investors: 917,868 common shares for 53,058 Series B and 10,758 Series D shares on October 6, 2026; 780,881 common shares for 48,529 Series B and 2,475 Series D shares on October 7; 824,696 common shares for 33,372 Series B and 4,000 Series D shares on October 8; and 125,874 common shares for 6,993 Series B shares on October 9. The company stated it received no cash proceeds and that the exchanged preferred shares were retired and cancelled. Settlement was expected in accordance with customary settlement cycles.
On October 13, 2026, Wheeler Real Estate Investment Trust, Inc. agreed to issue and sell an unaffiliated investor an initial $1,000,000 promissory note and may issue additional notes on the same terms, up to $25,000,000 in aggregate principal, before filing the registration statement for the amortization stock. The purchase price is payable in Series D Cumulative Convertible Preferred Stock, valued using its $25.00-per-share liquidation preference plus accrued and unpaid dividends. The notes bear 0.00% interest and mature 18 months after issuance.
Amortization payments begin on the first trading day after issuance at 0.4% of original principal each trading day; the company may change the rate to 0.2%–0.6% for the following month with written notice by the 25th of the prior month. Payments are in common shares when the Equity Payment Conditions are met and in cash otherwise. Closing requires stockholder approval for issuance or potential issuance of more than 19.99% of outstanding common shares and effectiveness of a resale registration statement; the company must file that statement within 60 days following stockholder approval.
The prospectus supplement also relates to 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.
Wheeler Real Estate Investment Trust, Inc. (WHLR) has a prospectus covering issuance from time to time of up to 100,090,365 common shares and agreed on October 13, 2026, to issue an initial note with $1,000,000 principal. Additional notes may bring total principal to up to $25,000,000. Closings depend on stockholder approval, including approval for issuance or potential issuance of more than 19.99% of outstanding common shares, and an effective registration statement; closing is due no later than the fifth business day after all conditions are satisfied.
Investors pay for the notes with Series D Preferred Stock, valued using its $25.00-per-share liquidation preference plus accrued and unpaid dividends. The notes mature 18 months after issuance and bear 0.00% annual interest. Repayment begins on the first trading day after issuance at 0.4% of original principal per trading day; the rate may be changed to 0.2%–0.6% with written notice by the 25th day of the preceding month. Repayment is in common shares when the equity payment conditions are met, otherwise in cash. Charter ownership limits include a 9.8% cap, subject to exceptions.
Wheeler Real Estate Investment Trust, Inc. (WHLR) supplements its resale prospectus covering up to 710,466 shares of Series B Preferred Stock offered by the selling stockholders identified in the prospectus.
On October 13, 2026, the company agreed to issue an unaffiliated investor a note with $1,000,000.00 principal and may enter into additional note agreements for up to $25,000,000.00 aggregate principal. Closings are subject to conditions including stockholder approval for issuance or potential issuance of more than 19.99% of outstanding common shares and effectiveness of a registration statement; closings are scheduled no later than the fifth business day after all conditions are met. The note purchase price is payable in Series D Cumulative Convertible Preferred Stock, calculated using its $25.00 per-share liquidation preference plus accrued and unpaid dividends. Notes mature 18 months after issuance and bear 0.00% annual interest. Repayment is scheduled through daily amortization, initially 0.4% of original principal, in common shares when equity-payment conditions are met and cash otherwise.
Wheeler Real Estate Investment Trust, Inc. (WHLR) agreed to issue an initial $1,000,000 note to an unaffiliated investor. Before filing the Amortization Stock registration statement, it may enter agreements for additional notes on the same terms, up to $25,000,000 in aggregate principal. Issuance is subject to stockholder approval for issuance or potential issuance exceeding 19.99% of outstanding common shares and registration-statement effectiveness; notes are due no later than the fifth business day after all closing conditions are met.
Notes mature 18 months after issuance and bear 0.00% annual interest. Amortization starts the first trading day after issuance at 0.4% of original principal per trading day while principal remains outstanding. The company may set the rate between 0.2% and 0.6% for a following month by notice on or before the prior month's 25th day. Payments are made in common shares valued at the prior trading day's closing price; the company may repay principal in cash at any time without penalty.
Investors pay for notes in Series D preferred shares, calculated using the $25.00-per-share liquidation preference plus accrued and unpaid dividends. The company must file a resale registration statement within 60 days after stockholder approval and use commercially reasonable efforts to obtain effectiveness.
Wheeler Real Estate Investment Trust, Inc. (WHLR) shares: Jane Street Group, LLC reported beneficial ownership of 36,485 shares, or 6.4% of the class, with shared voting and dispositive power over 36,485 shares. Its identified subsidiaries, Jane Street Capital, LLC and Jane Street Global Trading, LLC, reported beneficial ownership of 540 shares (0.1%) and 35,945 shares (6.3%), respectively.