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

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.

Wheeler Real Estate Investment Trust, Inc. CEO Michael Andrew Franklin reported changes in his holdings of the company’s convertible securities. He holds 7.00% Subordinated Convertible Notes due 2031 that are convertible into 9,491 shares of common stock at a conversion price of $2.771041 per share, or 9.021881 common shares for each $25.00 of principal.

On June 30, 2026, interest on these Notes was paid to him in the form of Series D Cumulative Convertible Preferred Stock. He received 44 shares of Series D Preferred Stock as interest, bringing his total Series D holdings to 88 shares, based on a per share value of $20.698249 determined under the Indenture’s volume‑weighted average price formula. The Series D Preferred Stock is itself convertible into common stock at a very high stated conversion price and has no expiration date.

Wheeler Real Estate Investment Trust, Inc. reported that investment entities associated with director and ten percent owner Joseph Stilwell sold a total of 25,000 shares of Series B Convertible Preferred Stock on June 26, 2026 at $8.6423 per share. According to the footnotes, Stilwell Activist Fund, L.P. sold 11,105 shares and Stilwell Value Partners VII, L.P. sold 13,895 shares, with Joseph Stilwell reporting these holdings indirectly through Stilwell Value LLC and disclaiming beneficial ownership except for his pecuniary interest. After these sales, the filing shows continuing indirect positions in Series B Preferred Stock and substantial indirect holdings of the company’s 7.00% Subordinated Convertible Notes due 2031, which are convertible into common stock.

Wheeler REIT, Inc. submitted a Form 144 regarding a proposed sale of Series D Cumulative Convertible Preferred Stock, listing 17,000 shares.

The filing also shows numeric entries of 646,000 and 1,765,162 alongside a 06/26/2026 date and Nasdaq as the exchange. It records 47,629 shares received in lieu of interest as of 06/30/2025.

Wheeler Real Estate Investment Trust, Inc. agreed to issue 86,583 shares of common stock in a private exchange with an existing investor. In return, the company received 16,492 shares of Series B Convertible Preferred Stock and 4,123 shares of Series D Cumulative Convertible Preferred Stock, which were retired and cancelled.

The exchange used a fixed ratio of twenty-one common shares for every four Series B and one Series D preferred share. No cash changed hands, and the issuance relied on the Section 3(a)(9) exemption under the Securities Act for exchanges with existing security holders.

Wheeler REIT, Inc. submitted a Rule 144 notice relating to sales of its Series B Convertible Preferred Stock through Raymond James & Associates.

The excerpt lists numeric entries including 25,000, 250,750, and 2,613,608 alongside the date 06/26/2026, and shows 817,085 shares received in lieu of interest on 01/03/2023. The filing names Nasdaq as the market venue.

Wheeler Real Estate Investment Trust, Inc. has engaged CBRE’s National Retail Partners to list and market for sale a portfolio of 35 properties out of the 59 properties it owns and operates. These include retail shopping centers across multiple states.

The company emphasizes that this is only a contemplated portfolio sale. There is no timetable, no assurance a transaction will occur, be approved by the Board, or be completed, and terms and timing remain unknown. Wheeler plans to provide further details only if it enters into a specific portfolio sale transaction or is otherwise required by law.

Wheeler Real Estate Investment Trust, Inc. approved a one-for-four reverse stock split of its common stock, effective at 5:00 p.m. Eastern Time on June 17, 2026. The common shares will begin trading on a split-adjusted basis on June 18, 2026 under a new CUSIP number 963025754.

The reverse split reduces outstanding common shares from 2,194,353 as of June 12, 2026 to approximately 548,588, without changing the total number of authorized shares or relative ownership percentages apart from small changes from cash in lieu of fractional shares. Par value per common share will be decreased to $0.01 at 5:01 p.m. Eastern Time on June 17, 2026.

The company will pay cash instead of issuing fractional shares, based on the June 17, 2026 Nasdaq closing price adjusted for the split. Conversion terms for the 7.00% subordinated convertible notes due 2031 and the Series B and Series D preferred stock will be proportionally adjusted to reflect the reverse split.