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Wheeler Real Estate Investment Trust, Inc. is implementing a one-for-five reverse stock split of its common stock, effective at 5:00 p.m. Eastern Time on July 27, 2026, followed by a reduction in par value to $0.01 per share one minute later.
The split affects all outstanding common shares, with no change to authorized shares. Fractional shares will not be issued; instead, holders receive cash based on the July 27, 2026 Nasdaq closing price. Common shares outstanding will move from 4,646,083 to approximately 929,217. Trading will continue on Nasdaq under the symbol WHLR with a new CUSIP 963025747.
The company will proportionally adjust conversion mechanics on its 7.00% subordinated convertible notes due 2031, reducing the conversion rate from about 37.33 to about 7.47 shares per $25 principal, and will similarly adjust conversion terms for its Series B and Series D preferred stock.
Wheeler Real Estate Investment Trust, Inc. exchanged preferred stock for common equity. On July 14, 2026, the company agreed to issue 352,000 shares of common stock to an unaffiliated investor in return for that investor’s Series B and Series D preferred shares.
The investor surrendered 6,400 shares of Series B Convertible Preferred Stock and 1,600 shares of Series D Cumulative Convertible Preferred Stock, which were retired and cancelled. The company received no cash proceeds. The exchange relied on the Section 3(a)(9) exemption for exchanges with existing security holders, with 220 common shares issued for each block of four Series B and one Series D share.
Wheeler Real Estate Investment Trust, Inc. entered into several July 2026 exchange transactions with unaffiliated investors. On July 7 it agreed to issue 77,360 shares of common stock in exchange for 4,835 shares of Series B Convertible Preferred Stock, at 16 common shares per preferred share. On July 9 it agreed to issue 1,018,585 common shares for 28,422 Series B and 3,385 Series D Cumulative Convertible Preferred shares, using exchange ratios of 25-for-1 for certain Series B shares and 191 common shares for combinations of four Series B and one Series D share. On July 10 it agreed to issue 167,400 common shares in exchange for 3,600 Series B and 900 Series D preferred shares, at 186 common shares for four Series B and one Series D share.
The company stated that the July 7 issuance represented less than 5% of outstanding common stock before the July 9 transaction. No cash proceeds were received, and all preferred shares exchanged in these transactions were retired and cancelled. The exchanges relied on the Securities Act Section 3(a)(9) exemption, with no commissions or other remuneration paid for soliciting holders.
HRT Financial LP, a ten percent owner of Wheeler Real Estate Investment Trust, Inc., reported mixed trading in the company’s common stock. On July 7, 2026, it made an open-market purchase of 40,591 shares at $0.605 per share. On July 8, 2026, it executed an open-market sale of 66,584 shares at $0.49 per share. After these transactions, HRT Financial directly held 95,390 shares of Wheeler’s common stock, reflecting a net reduction in its position over the two days.
HRT Financial LP, a ten percent owner of Wheeler Real Estate Investment Trust, Inc., reported open-market purchases of a total of 39,051 shares of Common Stock. The firm bought 21,703 shares at $0.0814 per share on July 6, 2026 and 17,348 shares at $1.39 per share on July 2, 2026. Following these transactions, HRT Financial LP directly owns 121,383 Common shares.
Wheeler Real Estate Investment Trust, Inc. disclosed several exchanges of preferred stock and an adjustment to the conversion terms of its 7.00% Subordinated Convertible Notes due 2031. On June 26, June 30 and July 2, 2026, the company agreed to issue a total of 25,297, 178,460 and 1,915,950 shares of common stock, respectively, to unaffiliated investors in exchange for Series B and Series D preferred shares, with no cash proceeds and the exchanged preferred shares retired.
For July 2026 Series D Preferred Stock redemptions, 8,200 preferred shares were redeemed at approximately $40.97 per share and settled through 275,883 common shares. Based on a lowest Series D conversion price of about $1.22 per common share in July, the conversion price of the notes was adjusted to approximately $0.67 per share, or about 37.33 common shares per $25 principal amount. As of July 6, 2026, the company reported 3,030,738 common shares and 1,789,240 Series D preferred shares outstanding.
Wheeler Real Estate Investment Trust, Inc. reported that investment entities associated with director and ten percent owner Joseph Stilwell adjusted their positions in preferred securities and convertible notes. The filing shows indirect holdings through several Stilwell-managed limited partnerships, with Stilwell disclaiming beneficial ownership except for his pecuniary interest.
On June 30, 2026, Stilwell Value Partners VII, L.P. sold 1,103 shares of the company’s Series D Cumulative Convertible Preferred Stock at $36.00 per share, while continuing to hold additional Series D shares. On the same date, the issuer paid interest on its 7.00% Subordinated Convertible Notes due 2031 in the form of Series D Preferred Stock, increasing the indirect Series D holdings of several Stilwell entities.
The notes are convertible into common stock at a conversion price of $2.771041 per share, and Series D Preferred Stock is itself convertible into common stock at a very high stated conversion price, with no expiration date. Overall, the Form 4 reflects a modest net sale alongside ongoing, sizable indirect positions in the company’s preferred stock and convertible notes.
HRT Financial LP, a ten percent owner of Wheeler Real Estate Investment Trust, Inc., reported open-market purchases of the company’s Common Stock. The firm bought a total of 39,695 shares in two transactions at prices of $1.14 and $1.38 per share. Following these buys, HRT Financial LP directly owns 82,333 shares of Wheeler Real Estate Investment Trust, Inc. common stock.
HRT Financial LP filed an initial ownership report for Wheeler Real Estate Investment Trust, Inc. common stock. The filing shows direct ownership of 67,635 shares of common stock as of the reported date, with no buy or sell transactions disclosed in this report.
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.