Wheeler Real Estate Investment Trust, Inc. (WHLRP) SEC Filings, Jul-Aug 2026

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.

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.