Wheeler Real Estate Investment Trust, Inc. (WHLRD) SEC Filings

Wheeler Real Estate Investment Trust, Inc. (WHLR) reported that major shareholder HRT FINANCIAL LP purchased WHLR common stock in two open-market or private transactions. On September 8, 2026, it bought 8,197 shares at $0.3900 per share, and on September 9, 2026, it bought 11,253 shares at $0.3760 per share, totaling 19,450 shares acquired. A footnote states that the September 8 transaction resulted in short sales. No Rule 10b5-1 trading plan is reported.

Wheeler Real Estate Investment Trust, Inc. (WHLR) has a new Form 3 filing from HRT Financial LP, identified as a ten percent owner. The filing reports a position in common stock totaling 15,717 shares

Wheeler Real Estate Investment Trust, Inc. (WHLR) reports that, following September 2026 conversions of its Series D Cumulative Convertible Preferred Stock at a lowest conversion price of approximately $0.98 per common share, the conversion price of its 7.00% Subordinated Convertible Notes due 2031 was further adjusted to approximately $0.54 per share. This equates to about 46.43 shares of common stock for each $25.00 principal amount of notes, a 45% discount to the $0.98 reference price. On the 36th monthly Holder Redemption Date, September 8, 2026, the company processed 8,200 Series D preferred shares for redemption at approximately $41.66 per share, settling the aggregate redemption price through issuance of 348,896 common shares. Cumulatively, 1,827,228 Series D preferred shares have been redeemed, with approximately 473,000 common shares issued in settlement, and as of September 8, 2026 WHLR had 4,924,701 common shares and 1,726,704 Series D preferred shares outstanding.

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) 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) approved charter amendments to implement a one-for-four Reverse Stock Split of its common stock, effective at 5:00 p.m. Eastern Time on August 26, 2026, and to reduce the par value of common stock to $0.01 per share effective one minute later.

The Reverse Stock Split applies to all outstanding common shares and is intended to keep each holder’s relative ownership and voting rights substantially unchanged, aside from small adjustments due to cash paid in lieu of fractional shares. Cash for fractional shares will equal the applicable fraction times the August 26, 2026 Nasdaq closing price, adjusted for the split. Common stock will begin trading on a split-adjusted basis on August 27, 2026 under a new CUSIP 963025739, with no change to authorized share count. WHLR reports 3,088,204 common shares outstanding as of August 21, 2026 and anticipates about 772,051 shares post-split, and it will proportionally adjust the conversion terms of its 7.00% Subordinated Convertible Notes due 2031 and its Series B and Series D preferred stock.

Wheeler Real Estate Investment Trust, Inc. (symbol: WHLR) is the issuer of record for a Form 8-K filing submitted to the SEC.

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.