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) reported that Simone Jason, its Chief Financial Officer, filed an initial statement of beneficial ownership on Form 3. The filing lists Jason’s officer role and indicates that, as of this report, no insider transactions are being reported.
Wheeler Real Estate Investment Trust, Inc. (WHLR) is the subject of this Thirty-Eighth Amendment to a Schedule 13D, in which the Stilwell Group reports beneficial ownership of 2,433,708 shares of common stock, or 49.99% of the class. This stake consists of 314 shares held of record and 2,433,394 shares issuable upon conversion of 7% Senior Subordinated Convertible Notes, calculated using REIT-related ownership limits.
The filing details extensive agreements between WHLR and the Stilwell Holders. An Excepted Holder Agreement raises their permitted ownership caps to 60% of WHLR’s capital stock and 90% of common stock, while a Letter Agreement, now extended to December 7, 2028, restricts Note conversions that would push their ownership to 50% or more. A new Registration Rights Agreement requires WHLR to register and maintain the resale registration of Series B preferred stock, its conversion shares, and other WHLR shares issued to the Stilwell Holders, supporting potential future liquidity for this large, activist position.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement covering the resale of up to 673,971 shares of common stock, par value $0.01 per share, issuable upon exercise of warrants held by selling stockholders identified in the related prospectus.
The supplement attaches a current report describing three unregistered exchanges of preferred stock for common stock with unaffiliated investors. On August 11, 2026, WHLR agreed to issue 103,800 common shares for 2,400 Series B Convertible Preferred shares and 600 Series D Cumulative Convertible Preferred shares. On August 13, 2026, it agreed to issue 172,000 common shares for 4,000 Series B and 1,000 Series D shares. On August 17, 2026, it agreed to issue 300,000 common shares for 6,000 Series B and 1,500 Series D shares. WHLR received no cash in these exchanges, and the preferred shares delivered were retired and cancelled; the issuances relied on the Section 3(a)(9) exemption under the Securities Act.
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. The supplement attaches a current report describing several recent unregistered exchanges of preferred stock into common stock.
On August 11, 13, and 17, 2026, WHLR agreed to issue 103,800, 172,000, and 300,000 common shares, respectively, to unaffiliated investors in exchange for outstanding Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock. WHLR received no cash; the exchanged preferred shares were retired and cancelled, and the issuances relied on the Section 3(a)(9) exemption under the Securities Act.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement tying its ongoing prospectus for issuing Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock as interest on its 7.00% Subordinated Convertible Notes due 2031 to a new current report.
The attached report describes three unregistered exchanges of preferred stock for common stock with unaffiliated holders. On August 11, 2026, WHLR agreed to issue 103,800 common shares in exchange for 2,400 Series B and 600 Series D preferred shares. On August 13, it agreed to issue 172,000 common shares for 4,000 Series B and 1,000 Series D preferred shares. On August 17, it agreed to issue 300,000 common shares for 6,000 Series B and 1,500 Series D preferred shares.
WHLR states it received no cash proceeds, and the exchanged preferred shares were retired and cancelled. The exchanges relied on the Section 3(a)(9) exemption as exchanges with existing securityholders, with no commission or other remuneration paid for soliciting the transactions.
Wheeler Real Estate Investment Trust, Inc. (WHLR) reports several exchanges of preferred stock for common stock with unaffiliated existing security holders. On August 11, 2026, the company agreed to issue 103,800 common shares in exchange for 2,400 Series B Convertible Preferred shares and 600 Series D Cumulative Convertible Preferred shares. On August 13, 2026, it agreed to issue 172,000 common shares in exchange for 4,000 Series B and 1,000 Series D shares. On August 17, 2026, it agreed to issue 300,000 common shares in exchange for 6,000 Series B and 1,500 Series D shares. The company states it received no cash proceeds, and the exchanged preferred shares have been retired and cancelled. The issuances were made as unregistered exchanges under Section 3(a)(9) of the Securities Act.
Wheeler Real Estate Investment Trust, Inc. has an institutional holder group led by Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC and David J. Snyderman that may be deemed to beneficially own up to 686,376 shares of common stock as of June 30, 2026. This represents 45% of the then-outstanding common shares, calculated under an Excepted Holder Agreement that raises their ownership cap to 45% of common stock value or share count and 19% of total capital stock value. The potential ownership arises from the possible conversion of 7.00% senior subordinated convertible notes due 2031 and Series D and Series B convertible preferred stock held through several Magnetar-managed vehicles, all subject to the defined Investor Excepted Holder Limits.
Wheeler Real Estate Investment Trust, Inc. is supplementing its March 20, 2026 prospectus to reflect an attached Current Report on Form 8-K and to continue the registration for the resale of up to 673,971 shares of common stock, par value $0.01 per share, issuable upon exercise of warrants held by selling stockholders.
The attached Form 8-K reports that, effective August 10, 2026, Jason F. Simone was appointed Chief Financial Officer. Simone, age 48, has served the company since 2022, most recently as Director of Corporate Finance. The company states there are no related-party arrangements or new compensatory agreements associated with his appointment.
Wheeler Real Estate Investment Trust, Inc. filed a prospectus supplement relating to the primary issuance from time to time of up to 100,090,365 shares of common stock, par value $0.01 per share. The supplement attaches a Current Report on Form 8-K dated August 14, 2026, which discloses that, effective August 10, 2026, Jason F. Simone, age 48, was appointed Chief Financial Officer. Simone has served the company since 2022, most recently as Director of Corporate Finance, and previously worked at Cedar Realty Trust, Inc., now a wholly owned subsidiary. The company states there are no related-party arrangements, material interests in transactions, or new compensatory arrangements connected with his appointment.
Wheeler Real Estate Investment Trust, Inc. filed Prospectus Supplement No. 59 to its July 22, 2021 prospectus, relating to the issuance from time to time of Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock as interest payment on its 7.00% Subordinated Convertible Notes due 2031. The supplement incorporates and updates disclosure with a Current Report on Form 8-K.
Effective August 10, 2026, Jason F. Simone was appointed Chief Financial Officer. He has served in roles of increasing responsibility at the company since 2022, most recently as Director of Corporate Finance, and previously worked at Cedar Realty Trust, Inc. The company states there are no related-party transactions or family relationships requiring disclosure and that no new compensatory arrangements will be entered into in connection with his appointment.