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Wheeler Real Estate Investment Trust, Inc. entered into a series of non‑cash exchanges in April and May 2026, issuing common stock in return for its outstanding preferred stock. On April 20, it agreed to issue 25,000 common shares in exchange for 1,000 shares of Series D Cumulative Convertible Preferred Stock and 2,000 shares of Series B Convertible Preferred Stock. On April 24, it agreed to issue 13,000 common shares for 500 Series D and 1,000 Series B shares. On May 1, it agreed to issue 33,516 common shares to two investors for a total of 1,197 Series D and 2,394 Series B shares. On May 4, it agreed to issue 65,000 common shares for 2,500 Series D and 5,000 Series B shares. The company received no cash proceeds, and all exchanged preferred shares were retired and cancelled. The issuances relied on the Section 3(a)(9) exemption under the Securities Act as exchanges with existing security holders, with no commissions paid.
Wheeler Real Estate Investment Trust, Inc. files a Prospectus Supplement registering up to 673,971 shares of Common Stock for resale, representing shares issuable upon exercise of warrants held by selling stockholders.
The supplement incorporates an attached Form 8-K describing Series D preferred redemptions that adjusted the conversion price of the Company’s 7.00% Subordinated Convertible Notes due 2031 to approximately $1.03 per share (approximately 24.34 shares per $25.00 principal) following a ten-day VWAP of approximately $1.87. The conversion-price adjustment reflects the mechanics in Section 14.02 (Optional Conversion) of the indenture.
Wheeler Real Estate Investment Trust, Inc. filed a Prospectus Supplement No. 34 to its June 20, 2025 prospectus to register up to 100,043,323 shares of common stock and attached a Current Report on Form 8-K dated May 6, 2026. The Form 8-K reports May redemptions of Series D Cumulative Convertible Preferred Stock and an adjustment to the conversion price on the Company’s 7.00% Subordinated Convertible Notes due 2031 to approximately $1.03 per share (about 24.34 shares per $25.00 principal) following a ten‑day VWAP of approximately $1.87. For the May Holder Redemption Date, 13,745 shares of Series D Preferred Stock were redeemed for a Redemption Price of about $40.99 per share, settled by issuing 301,743 shares of common stock. As of May 5, 2026, the Company reported 1,042,613 shares of common stock and 1,762,819 shares of Series D Preferred Stock outstanding.
Wheeler Real Estate Investment Trust, Inc. adjusted the conversion price on its 7.00% Subordinated Convertible Notes due 2031 to approximately $1.03 per share, reflecting conversions tied to May redemptions of Series D Cumulative Convertible Preferred Stock. The May Holder Redemption Date (May 5, 2026) processed eight requests redeeming 13,745 Series D shares at a Redemption Price of approximately $40.99 per share, settled by issuing 301,743 shares of Common Stock. The ten‑day volume weighted average closing price preceding May 5, 2026 was approximately $1.87, which drove the conversion adjustment to ~$1.03 (about 24.34 Common Shares per $25.00 principal). As of May 5, 2026, the company reported 1,042,613 shares of Common Stock and 1,762,819 shares of Series D Preferred Stock outstanding.
Wheeler Real Estate Investment Trust updated investors on May 2026 Series D preferred redemptions and the resulting reset of its 7.00% Subordinated Convertible Notes due 2031 conversion terms. Based on recent Series D conversions, the notes’ conversion price was adjusted to approximately $1.03 per common share, equal to about 24.34 shares for each $25 principal amount.
On the 32nd monthly Holder Redemption Date, the company processed eight requests, redeeming 13,745 Series D preferred shares at a Redemption Price of about $40.99 per share and settling this entirely with 301,743 new common shares. Cumulatively, 1,796,028 Series D preferred shares have been redeemed, with roughly 502,000 common shares issued in settlement. As of May 5, 2026, 1,042,613 common shares and 1,762,819 Series D preferred shares were outstanding. The next redemption deadline is May 25, 2026, for a June 5, 2026 Holder Redemption Date.
Magnetar-affiliated entities reported a small open-market sale of Wheeler Real Estate Investment Trust, Inc. common stock. On April 15, 2026, entities managed by Magnetar Financial LLC sold 3,127 shares of WHLR common stock at a weighted average price of $0.7958 per share in multiple trades between $0.78 and $0.80. Following the reported transaction, the Form 4 shows 0 shares of this class held in the reported indirect position. The filing notes that Magnetar entities and related parties disclaim beneficial ownership of the shares except to the extent of their pecuniary interest.
Wheeler Real Estate Investment Trust, Inc. insiders linked to Magnetar entities reported net open-market sales of 93,500 shares of Common Stock. The sales occurred on April 10, 13 and 14, 2026 at weighted average prices of $0.8337, $0.8559 and $0.7658 per share.
The shares are held indirectly through various Magnetar-managed investment vehicles, and Magnetar Financial LLC and related parties disclaim beneficial ownership except for their pecuniary interest. After these transactions, the reporting structure shows 3,127 shares of Common Stock remaining indirectly held.
Wheeler Real Estate Investment Trust, Inc. registers up to 673,971 shares of Common Stock issuable upon exercise of warrants by the selling stockholders, per Prospectus Supplement No. 4 dated April 13, 2026.
The company also disclosed a one-for-three reverse stock split of its Common Stock effective April 17, 2026 at 5:00 p.m. Eastern Time and a related decrease in par value to $0.01 effective April 17, 2026 at 5:01 p.m. Fractional shares will be paid in cash based on the closing price on Nasdaq on April 17, 2026. Shares will trade on a split-adjusted basis at market open on April 20, 2026 under new CUSIP 963025762. As of April 13, 2026, the Company reported 1,813,124 shares outstanding and anticipates approximately 604,374 shares outstanding post-Reverse Stock Split. The conversion rate for the 7.00% Notes due 2031 will be reduced from approximately 43.85 to approximately 14.62 shares per $25.00 principal amount of Notes.
Wheeler Real Estate Investment Trust, Inc. amends its prospectus to register up to 100,043,323 shares of Common Stock for issuance from time to time under the Prospectus Supplement dated April 13, 2026.
The company filed charter amendments to implement a one-for-three reverse stock split effective April 17, 2026 at 5:00 p.m. ET and to reduce the post-split par value to $0.01. No fractional shares will be issued; fractional entitlements will be paid in cash based on the closing price on April 17, 2026. Shares will trade on a split-adjusted basis at market open on April 20, 2026 under a new CUSIP 963025762. The filing discloses pre-split outstanding shares of 1,813,124 and anticipates approximately 604,374 shares outstanding after the split. Conversion rates for the Company’s convertible notes and preferred stock are being adjusted proportionally.
Wheeler Real Estate Investment Trust, Inc. filed a Prospectus Supplement No. 40 and an attached Form 8-K reporting a one-for-three reverse stock split of its Common Stock effective April 17, 2026 at 5:00 p.m. Eastern Time and a par value adjustment to $0.01 effective April 17, 2026 at 5:01 p.m. Eastern Time. The company reported 1,813,124 shares outstanding as of April 13, 2026 and anticipates approximately 604,374 shares outstanding post-Reverse Stock Split. Trading will be split-adjusted at market open on April 20, 2026 under a new CUSIP, 963025762, while the trading symbol will remain WHLR. Conversion rates for convertible securities will be proportionately adjusted, including the Notes conversion rate changing from approximately 43.85 to approximately 14.62 shares per $25.00 principal amount, and proportional changes to Series B and Series D preferred conversion metrics. Fractional shares will not be issued; fractional interests will be settled in cash based on the April 17, 2026 Nasdaq closing price (as adjusted for the split).