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

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.

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. appointed Jason F. Simone as Chief Financial Officer, effective August 10, 2026. Simone, age 48, has worked at the company since 2022, most recently as Director of Corporate Finance, with responsibilities including corporate accounting, capital markets, corporate finance, and investor relations.

Before joining Wheeler, Simone worked at Cedar Realty Trust, Inc., now a wholly owned subsidiary, in corporate accounting and finance. The company states there is no special arrangement leading to his appointment, no material related-party transactions, no family relationships with current directors or officers, and no new compensatory arrangements in connection with his promotion.

Wheeler Real Estate Investment Trust, Inc. approved two exchanges of preferred stock for common stock with existing investors. On August 5, 2026, the company agreed to issue 100,100 shares of common stock in exchange for 2,800 Series B Convertible Preferred and 700 Series D Cumulative Convertible Preferred shares. On August 7, 2026, it agreed to issue 77,500 common shares in exchange for 2,000 Series B and 500 Series D preferred shares. The preferred shares received in both transactions were retired and cancelled, and the company received no cash proceeds. Wheeler relied on the Section 3(a)(9) exemption under the Securities Act, as the exchanges were with existing security holders and no commissions or other remuneration were paid.

Wheeler Real Estate Investment Trust, Inc. updated the conversion terms of its 7.00% Subordinated Convertible Notes due 2031. Based on August 2026 conversions of Series D Cumulative Convertible Preferred Stock at a lowest price of approximately $0.73 per common share, the note conversion price was further reduced to approximately $0.40 per share, or about 62.52 common shares for each $25.00 of principal.

On the 35th monthly Holder Redemption Date, August 5, 2026, the company processed seven Series D redemption requests, redeeming 7,100 preferred shares at an approximate redemption price of $41.29 per share and settling the aggregate amount by issuing 403,236 common shares. Cumulatively, 434 redemption requests have redeemed 1,819,028 Series D shares, with approximately 496,000 common shares issued in settlement. As of August 5, 2026, Wheeler had 2,434,904 common shares and 1,770,859 Series D preferred shares outstanding, and it outlined key dates for the next redemption cycle in September 2026.