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Wheeler Real Estate Investment Trust, Inc. reported second-quarter 2026 results highlighted by positive net income and FFO but lower revenue and AFFO. Total revenue was $22.5 million, down 13.9% or $3.6 million, mainly from asset sales and lower Same-Property revenue. Net income attributable to common shareholders was $7.1 million, compared with a loss in the prior-year quarter, helped by a $7.6 million gain on derivative liabilities and gains on property sales.
The portfolio remained largely grocery-anchored and 93.2% occupied and 93.8% leased, with strong rent spreads on new and renewal leases and 25 properties fully leased. Same-Property NOI declined 6.9%, though Same-Property base rent revenue rose 4.1%. AFFO was $2.4 million versus $4.1 million a year earlier. On the balance sheet, debt totaled $471.7 million, or 79.5% of total assets, while cash and cash equivalents increased to $31.9 million. The company completed three property dispositions in the quarter for about $15.8 million in proceeds, retired the Tuckernuck loan, reduced its June 2022 Term Loan, and continued exchanging and redeeming preferred stock, while cumulative dividends in arrears on Series D preferred stock reached $27.1 million.
Wheeler Real Estate Investment Trust, Inc. reported Q2 2026 revenue of $22,476 thousand, down 13.9% year over year as prior-year asset sales reduced its portfolio, and net operating income declined to $15,625 thousand from $18,360 thousand. Operating income fell to $10,508 thousand and included a $1,590 thousand impairment on the Rivergate Shopping Center.
Although property earnings softened, net income improved to $9,746 thousand (versus a $1,000 thousand loss), and income attributable to common shareholders reached $7,147 thousand, helped by $4,885 thousand of gains on property disposals and a $7,566 thousand gain from changes in derivative liabilities. Cash, cash equivalents and restricted cash totaled $59,787 thousand at June 30, 2026, while loans payable, net were $458,109 thousand after using $21,642 thousand of sale proceeds to repay $5,700 thousand on the June 2022 term loan and fully retire a $4,400 thousand Tuckernuck loan.
The company continued reshaping its capital structure. It issued 119,215 common shares in exchanges for 139,250 Series B and 56,745 Series D preferred shares, retiring $5,800 thousand of preferred liquidation value, and settled redemptions of 44,547 Series D shares with 35,165 common shares. Cumulative undeclared dividends on Series D preferred stock reached $27.1 million at a 16.00% annual rate, and a recently effective prospectus registers up to 100,090,365 common shares for future Series D redemptions.
Wheeler Real Estate Investment Trust, Inc. exchanged preferred stock for common stock in a series of privately negotiated transactions with unaffiliated holders from July 29 to August 4, 2026. The exchanges involved Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock.
On July 29, the company agreed to issue 7 shares of common stock in exchange for 1 share of Series B preferred. On July 30, it agreed to issue 150,030 shares of common stock for 15,003 shares of Series B preferred, and on July 31, 387,937 shares of common stock for 20,339 shares of Series B preferred and 2,246 shares of Series D preferred, using exchange ratios including 10, 13 and 107 common shares per specified preferred share combinations. On August 3, it agreed to issue 208,900 shares of common stock for 10,300 shares of Series B preferred and 700 shares of Series D preferred, and on August 4, 255,500 shares of common stock for 7,000 shares of Series B preferred and 1,750 shares of Series D preferred. The company received no cash proceeds, the exchanged preferred shares were retired and cancelled, and the common stock was issued under the Securities Act Section 3(a)(9) exemption with no commissions paid.
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.