Wheeler Real Estate Investment Trust, Inc. (WHLR) filed charter amendments for a one-for-six reverse stock split of its common stock, effective at 5:00 p.m. Eastern Time on October 29, 2026. Split-adjusted trading begins at the market open October 30. WHLR had 5,872,051 common shares outstanding as of October 26 and anticipates approximately 978,675 after the split. Fractional shares will receive cash equal to the applicable fraction multiplied by the October 29 closing price, adjusted for the split, without interest. Authorized shares will not change; relative ownership percentages will be unaffected except for de minimis fractional-share effects.
On October 21, WHLR agreed to issue 1,198,800 common shares for 39,300 Series B and 200 Series D preferred shares; it received no cash proceeds, and the exchanged preferred shares were retired and canceled. On October 19 and October 26, it issued 50,000 Series D preferred shares for 75,000 Cedar Realty Trust, Inc. Series C preferred shares, then contributed those shares to Cedar for retirement. The 7.00% notes’ conversion rate will change from approximately 9.17 to approximately 1.53 common shares per $25 principal amount.
On October 13, 2026, Wheeler Real Estate Investment Trust, Inc. (WHLR) agreed to issue 517,000 common shares to an unaffiliated holder in exchange for 11,000 Series B preferred shares and 2,750 Series D cumulative convertible preferred shares. The stated exchange is 188 common shares for one Series D share and four Series B shares.
Wheeler did not receive cash proceeds, and the exchanged preferred shares have been retired and cancelled. Settlement is expected in accordance with customary settlement cycles. The common stock issuance relied on the Securities Act exemption in Section 3(a)(9); no commission or other remuneration was paid for soliciting the transaction.
Wheeler Real Estate Investment Trust, Inc. (WHLR) agreed to issue common shares in exchange for preferred shares held by unaffiliated investors: 917,868 common shares for 53,058 Series B and 10,758 Series D shares on October 6, 2026; 780,881 common shares for 48,529 Series B and 2,475 Series D shares on October 7; 824,696 common shares for 33,372 Series B and 4,000 Series D shares on October 8; and 125,874 common shares for 6,993 Series B shares on October 9. The company stated it received no cash proceeds and that the exchanged preferred shares were retired and cancelled. Settlement was expected in accordance with customary settlement cycles.
Wheeler Real Estate Investment Trust, Inc. (WHLR) agreed to issue an initial $1,000,000 note to an unaffiliated investor. Before filing the Amortization Stock registration statement, it may enter agreements for additional notes on the same terms, up to $25,000,000 in aggregate principal. Issuance is subject to stockholder approval for issuance or potential issuance exceeding 19.99% of outstanding common shares and registration-statement effectiveness; notes are due no later than the fifth business day after all closing conditions are met.
Notes mature 18 months after issuance and bear 0.00% annual interest. Amortization starts the first trading day after issuance at 0.4% of original principal per trading day while principal remains outstanding. The company may set the rate between 0.2% and 0.6% for a following month by notice on or before the prior month's 25th day. Payments are made in common shares valued at the prior trading day's closing price; the company may repay principal in cash at any time without penalty.
Investors pay for notes in Series D preferred shares, calculated using the $25.00-per-share liquidation preference plus accrued and unpaid dividends. The company must file a resale registration statement within 60 days after stockholder approval and use commercially reasonable efforts to obtain effectiveness.
Wheeler Real Estate Investment Trust, Inc. (WHLR) shares: Jane Street Group, LLC reported beneficial ownership of 36,485 shares, or 6.4% of the class, with shared voting and dispositive power over 36,485 shares. Its identified subsidiaries, Jane Street Capital, LLC and Jane Street Global Trading, LLC, reported beneficial ownership of 540 shares (0.1%) and 35,945 shares (6.3%), respectively.
Wheeler Real Estate Investment Trust, Inc. (WHLR) plans to hold its 2026 annual meeting in person in San Juan, Puerto Rico, on December 4, 2026. Stockholders of record at the close of business on October 2, 2026, are entitled to notice of and to vote at the meeting.
The revised deadline for Rule 14a-8 proposals is October 14, 2026, by 5:00 p.m. Eastern Time. Notices for director nominations or other business under the advance notice bylaws, and notices for director nominations under the universal proxy rules, are due by October 16, 2026. Notices must be in writing, comply with the applicable requirements, and be delivered to Secretary Sydney Schlimgen at the company’s principal executive office.
Wheeler Real Estate Investment Trust, Inc. (WHLR) issued 161,700 common shares to Stilwell Activist Investments, L.P. and Stilwell Activist Fund, L.P. in exchange for 30,800 Series B preferred shares and 7,700 Series D preferred shares. WHLR received no cash proceeds, and the preferred shares were retired and cancelled. Joseph Stilwell, a board member, is managing member and owner of Stilwell Value LLC, the general partner of both investors.
On October 5, 2026, WHLR processed eight Series D redemption requests for 5,450 shares at approximately $41.96 per share, including $25.00 plus accrued unpaid dividends through that date, and issued 46,133 common shares to settle the redemption price. Following the October redemptions, the conversion price for its 7.00% Notes due 2031 was adjusted to approximately $2.73 per common share, or approximately 9.17 common shares per $25.00 of principal; WHLR described this as a 45% discount to approximately $4.96. The next redemption deadline is October 25, 2026, ahead of the November 5, 2026 redemption date.
Wheeler Real Estate Investment Trust, Inc. (WHLR) agreed to issue 142,015 common shares to Stilwell Activist Investments, L.P. for 26,897 Series B and 6,801 Series D preferred shares, and 19,685 common shares to Stilwell Activist Fund, L.P. for 3,903 Series B and 899 Series D shares, on September 30, 2026. Wheeler stated it received no cash proceeds in either exchange.
Separately, Stilwell Activist Investments sold 5 common shares at $3.03 per share. Note transactions were reported at aggregate prices of $1,287,410 for Stilwell Activist Investments’ purchase, $246,925 for Stilwell Associates, L.P.’s purchase, and $2,725,865 for Stilwell Value Partners VII, L.P.’s sale; each was priced at $85.00 per $25.00 of aggregate principal amount. The notes convert at $4.84648 per common share; a reported Stilwell Activist Fund note holding represents 516,859 underlying common shares as of September 30, 2026.
Wheeler Real Estate Investment Trust, Inc. (WHLR) director Gregory Paul Hannon reported that Oakmont Capital Inc. purchased the issuer’s 7.00% Subordinated Convertible Notes due 2031 on September 30, 2026, for an aggregate purchase price of $425,000. The notes are convertible at holders’ option at approximately $4.85 per common share; 25,791 common shares are reported as underlying the notes. No Rule 10b5-1 plan is reported.
Wheeler Real Estate Investment Trust, Inc. is the issuer of the 7.00% Subordinated Convertible Notes due 2031 named in a notice of proposed sale by Stilwell Value LLC, identified as a 10% stockholder. The notice lists 32,069 units with an aggregate market value of $2,725,865, to be sold through Raymond James & Associates, Inc. on September 30, 2026, on NASDAQ.