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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. is using a prospectus supplement to register the potential issuance from time to time of up to 673,971 shares of common stock. The supplement incorporates the company’s Quarterly Report for the period ended June 30, 2026, providing updated financial and operating information to prospective investors.
For the quarter, Wheeler generated $22.5 million in total revenue and reported net income of $9.7 million, with comprehensive income attributable to the company of $11.0 million. Net operating income was $15.6 million. At June 30, 2026, total assets were $593.4 million, total liabilities were $490.5 million, and total equity was $32.7 million. Cash, cash equivalents and restricted cash totaled $59.8 million, supported by $12.5 million of operating cash flow in the first six months. The company continued active capital-structure management, including multiple reverse stock splits, property dispositions, exchanges and redemptions of Series B and Series D preferred stock, warrant exercises and ongoing use of 7.00% Subordinated Convertible Notes due 2031, while carrying loans payable, net, of $458.1 million.
Wheeler Real Estate Investment Trust, Inc. has filed a prospectus supplement updating its shelf registration for issuance from time to time of up to 100,090,365 shares of common stock by incorporating its Quarterly Report for the period ended June 30, 2026.
At June 30, 2026, total assets were $593,376 thousand, including real estate, net, of $466,814 thousand, and loans payable, net, of $458,109 thousand. Cash, cash equivalents and restricted cash totaled $59,787 thousand. Total liabilities were $490,499 thousand, Series D preferred stock in mezzanine equity was $70,199 thousand, and shareholders’ equity was $5,697 thousand, with total equity of $32,678 thousand.
For Q2 2026, total revenue was $22,476 thousand and net income attributable to Wheeler REIT common shareholders was $7,147 thousand, driven in part by $4,885 thousand of gains on property disposals and a $7,566 thousand favorable change in derivative fair values, partly offset by a $1,590 thousand impairment charge and $7,960 thousand of interest expense. Six-month net cash provided by operating activities was $12,465 thousand, with additional cash from property sales used in part to reduce debt.
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. supplements its existing shelf prospectus for the issuance of Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock as interest on its 7.00% Subordinated Convertible Notes due 2031 by incorporating its Form 10-Q for the quarter ended June 30, 2026.
As of June 30, 2026, the company owned 59 properties across multiple states and reported total assets of $593.4 million, loans payable, net of $458.1 million, and total equity of $32.7 million. Quarterly revenue was $22.5 million, with net income of $9.7 million and net cash provided by operating activities of $12.5 million. Cash, cash equivalents and restricted cash totaled $59.8 million. The capital structure includes $70.2 million of Series D Preferred Stock (liquidation basis) with $27.1 million of cumulative dividends in arrears and ongoing exchanges and redemptions that affect common and preferred equity.
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. updates its resale prospectus for the offer and sale of up to 673,971 shares of common stock issuable upon exercise of warrants by selling stockholders. The supplement includes recent exchanges in which common stock was issued for preferred stock.
Between July 29 and August 4, 2026, the company agreed to issue specified amounts of common stock to various unaffiliated investors in multiple exchanges for outstanding Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock. The company received no cash proceeds, and the preferred shares exchanged were retired and cancelled. These exchanges were made in reliance on the Section 3(a)(9) exemption under the Securities Act.
Wheeler Real Estate Investment Trust, Inc. may issue from time to time up to 100,090,365 shares of common stock under its July 2, 2026 prospectus, as updated by this supplement. The supplement attaches a current report describing recent unregistered exchanges of preferred stock into common stock.
Between July 29 and August 4, 2026, the company agreed with several unaffiliated investors to issue multiple blocks of common stock in exchange for outstanding Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock. The company received no cash in these exchanges, relied on the Section 3(a)(9) exemption, and retired and cancelled all preferred shares surrendered.
Wheeler Real Estate Investment Trust, Inc. reports a series of private exchange transactions in which holders of preferred stock exchanged their securities for common stock. The disclosure is incorporated into a prospectus supplement tied to an existing shelf registration for issuing Series B and Series D preferred stock as interest on 7.00% Subordinated Convertible Notes due 2031.
On July 29–31 and August 3–4, 2026, the company agreed to issue common shares to unaffiliated investors in exchange for Series B and Series D preferred stock. These exchanges included 150,030 common shares for 15,003 Series B shares on July 30, 387,937 common shares for 20,339 Series B and 2,246 Series D shares on July 31, 208,900 common shares for 10,300 Series B and 700 Series D shares on August 3, and 255,500 common shares for 7,000 Series B and 1,750 Series D shares on August 4. The company received no cash, the exchanged preferred shares were retired and cancelled, and the issuances relied on the Section 3(a)(9) exemption as exchanges with existing security holders.
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.