Welcome to our dedicated page for Wheeler Real Estate Investment Trust SEC filings (Ticker: WHLR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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. (WHLR) filed a prospectus supplement incorporating a recent report describing unregistered exchanges of preferred stock into common stock. On September 2, 2026, the company agreed to issue 581,328 shares of common stock in exchange for 23,664 Series B and 3,537 Series D preferred shares held by two investors. On September 3, 2026, it agreed to issue 260,300 common shares in exchange for 7,600 Series B and 1,900 Series D preferred shares held by another investor. The company received no cash proceeds, and the exchanged preferred shares were retired and cancelled. Common shares for these exchanges were issued in reliance on the Section 3(a)(9) exemption under the Securities Act.
Wheeler Real Estate Investment Trust, Inc. (WHLR) reports unregistered exchanges of preferred stock into common stock with existing security holders. On September 2, 2026, the company agreed to issue 581,328 shares of common stock in exchange for an aggregate 23,664 Series B and 3,537 Series D Preferred shares across two transactions, including an exchange ratio of 124 common shares for four Series B and one Series D share in one transaction and 15 common shares for one Series B share in the other. On September 3, 2026, WHLR agreed to issue 260,300 common shares in exchange for 7,600 Series B and 1,900 Series D Preferred shares, at 137 common shares for four Series B and one Series D share. The company received no cash proceeds; all exchanged preferred shares were retired and cancelled. The exchanges relied on the Section 3(a)(9) exemption as exchanges with existing holders, with no commission or other remuneration paid.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement updating its March 20, 2026 prospectus covering the offer and sale of up to 673,971 shares of common stock issuable upon exercise of warrants by selling stockholders. The supplement attaches a current report describing recent equity exchanges.
On August 28, 2026, the company agreed to issue 2,392,520 shares of common stock to six unaffiliated investors in nine exchanges for an aggregate of 211,393 Series B Preferred and 21,918 Series D Preferred shares. On September 1, 2026, it agreed to issue 569,627 common shares to two unaffiliated investors in exchange for 22,279 Series B and 5,000 Series D preferred shares. The company received no cash, and the exchanged preferred shares were retired and cancelled. These exchanges relied on the Section 3(a)(9) exemption as exchanges with existing security holders, with no commissions paid.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement updating its shelf registration for the potential issuance from time to time of up to 100,090,365 shares of common stock and incorporating a recent current report. The current report describes unregistered exchanges of preferred stock for common stock with existing security holders, resulting in new common shares being issued and the exchanged preferred shares being retired and cancelled. The exchanges were conducted with unaffiliated investors under Section 3(a)(9) of the Securities Act and generated no cash proceeds.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement updating its existing shelf prospectus for potential issuances of Series B Preferred Stock and Series D Cumulative Convertible Preferred Stock as interest on its 7.00% Subordinated Convertible Notes due 2031, and attached a recent Current Report on Form 8-K.
The 8-K describes unregistered exchanges in which WHLR agreed on August 28, 2026 to issue 2,392,520 shares of common stock for 211,393 Series B and 21,918 Series D preferred shares, and on September 1, 2026 to issue 569,627 common shares for 22,279 Series B and 5,000 Series D preferred shares. The company received no cash proceeds and the exchanged preferred shares were retired and cancelled, with the exchanges relying on the Section 3(a)(9) exemption from registration.
Wheeler Real Estate Investment Trust, Inc. (WHLR) disclosed two unregistered exchanges in which it issued common stock in place of outstanding preferred stock. On August 28, 2026, the company agreed to issue 2,392,520 shares of common stock in exchange for 211,393 Series B and 21,918 Series D preferred shares held by six investors, across nine separate transactions. On September 1, 2026, it agreed to issue 569,627 common shares in exchange for 22,279 Series B and 5,000 Series D preferred shares held by two investors. The preferred shares received were retired and cancelled, no cash proceeds were received, and the exchanges relied on the Section 3(a)(9) exemption under the Securities Act, with no commission or other remuneration paid for soliciting the transactions.
Wheeler Real Estate Investment Trust, Inc. (WHLR) is registering the resale of up to 710,466 shares of its Series B Preferred Stock on behalf of selling stockholders affiliated with director Joseph Stilwell. The company is not selling any securities in this offering and will receive no proceeds from these resales.
The Series B Preferred carries a 9% annual cash dividend on a $25 liquidation preference, has no maturity or redemption rights, and is listed on Nasdaq as WHLRP. After numerous reverse stock splits, it is convertible into common stock at a very high $290,304,000,000 conversion price, making actual conversion economically unlikely.
As of June 30, 2026, WHLR owned 59 properties totaling 6,780,364 leasable square feet, 93.8% leased, concentrated in the Mid-Atlantic, Southeast and Northeast. As of June 30, 2026, the company had about $471.7 million of debt, and risk factors highlight high leverage, reliance on external capital, extensive reverse stock splits to support the common stock price, and sensitivity to retail, regional and macroeconomic conditions.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement covering the resale of up to 673,971 shares of Common Stock issuable upon exercise of outstanding warrants by selling stockholders. The supplement attaches a current report describing a one-for-four Reverse Stock Split of the Common Stock, effective at 5:00 p.m. Eastern Time on August 26, 2026, followed by a decrease in par value to $0.01 per share at 5:01 p.m.
The split applies to all outstanding Common Stock without changing proportional ownership, except for cash paid in lieu of fractional shares. Common Stock outstanding will decline from 3,088,204 shares as of August 21, 2026 to approximately 772,051 shares post-split. The conversion rate on the 7.00% subordinated convertible notes due 2031 will adjust from approximately 62.52 to 15.63 shares per $25 principal amount, and conversion prices and share amounts for the Series B and Series D preferred stock will be proportionally adjusted.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement relating to the potential issuance from time to time of up to 100,090,365 shares of its common stock. The supplement attaches a current report describing a one-for-four Reverse Stock Split of the common stock, effective at 5:00 p.m. Eastern Time on August 26, 2026, followed by a par value decrease to $0.01 per share at 5:01 p.m.
The reverse split applies to all outstanding common shares, with cash paid in lieu of fractional shares based on the August 26, 2026 Nasdaq closing price. As of August 21, 2026 there were 3,088,204 common shares outstanding and the company anticipates approximately 772,051 shares outstanding after the split. The trading symbol WHLR will remain the same, but the common stock will trade on a split-adjusted basis on August 27, 2026 under new CUSIP 963025739, and conversion terms of the company’s convertible notes and preferred stock will be adjusted proportionately.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement incorporating a current report that details a one-for-four reverse stock split of its Common Stock, effective at 5:00 p.m. Eastern Time on August 26, 2026, followed by a par value reduction to $0.01 per share at 5:01 p.m.
The split applies to all outstanding shares, with cash paid instead of fractional shares based on the split-adjusted Nasdaq closing price on August 26, 2026. Common shares outstanding will change from 3,088,204 to approximately 772,051 after the split, without changing authorized share count or relative voting rights aside from de minimis fractional effects.
The trading symbol WHLR will remain, but Common Stock will trade on a split-adjusted basis at the market open on August 27, 2026 under new CUSIP 963025739. The conversion rate of the 7.00% Subordinated Convertible Notes due 2031 will adjust from approximately 62.52 to approximately 15.63 shares of Common Stock per $25.00 principal amount, and the conversion prices of the Series B and Series D preferred stock will be proportionally increased.