Wheeler Real Estate Investment Trust, Inc.

WHLR: DEF 14A · proxy statement

Wheeler REIT (WHLR) filed its DEF 14A for a December 4, 2026 annual meeting asking stockholders to approve a Note Share Issuance of more than 19.9% of outstanding common stock to repay up to $25 million of 0%-interest, 18-month promissory notes purchased in exchange for Series D Preferred Stock. The proxy also contains twelve separate monthly reverse-split authorizations (Proposals 4-15) at ratios between 1-for-2 and 1-for-100, intended to keep the stock compliant with Nasdaq's $1.00 Bid Price Rule. The company has already effected 15 reverse splits since May 2024, including a 1-for-9 split in September 2026, and will lose eligibility for Nasdaq grace periods after its most recent split. Related-party and concentration risks are pronounced: director Joseph Stilwell's entities hold ~49.99% of shares, Magnetar holds 45%, the company has invested $25.5 million in Stilwell's SAI fund, and the board warns the note amortization stock issuance could cause 'substantial dilution' and a steep share-price decline.

SEC DEF 14A•2d ago

WHLR: PRE 14A · proxy statement

Wheeler REIT's preliminary proxy for its December 4, 2026 annual meeting asks holders to approve a potential issuance of more than 19.9% of outstanding common stock as amortization payments on up to $25 million of zero-interest promissory notes purchased with Series D Preferred Stock, a transaction the company itself warns will cause substantial dilution and a steep decline in the stock price. The proxy also contains twelve separate proposals (Proposals 4-15) authorizing monthly reverse stock splits at ratios between 1-for-2 and 1-for-100 throughout 2027, solely to maintain compliance with Nasdaq's $1.00 minimum bid price rule. The company has already effected 14 reverse splits since May 2024, including a 1-for-9 split in September 2026, and Nasdaq will grant no further compliance grace periods because of a split within the prior year — making a delisting determination a live risk if splits lapse. Governance red flags abound: director Joseph Stilwell and affiliated Stilwell Investors own 49.99% of shares, the company has invested roughly $25.5 million in Stilwell's SAI fund (which itself holds Wheeler securities), and the auditor and preferred holders face conflicts around the Series D monthly redemption mechanics that are driving the dilution spiral.

SEC PRE 14A•12d ago

WHLR: 8-K · debt financing

Wheeler REIT entered a Note Purchase Agreement on October 13, 2026 to issue and sell a $1,000,000 promissory note to an unaffiliated investor, with agreements allowing additional notes up to a $25,000,000 maximum aggregate principal amount. The notes bear 0% interest, mature 18 months after issuance, and are repaid through daily amortization payments equal to 0.4% of original principal, made in common stock at the prior day's closing price, with a $0.25 floor price below which payments must be made in cash. Investors pay for the notes by surrendering Series D Cumulative Convertible Preferred Stock valued at its $25.00 liquidation preference. Closing is conditioned on stockholder approval of issuances exceeding 19.99% of outstanding shares under Nasdaq Rule 5635(d) and effectiveness of a resale registration statement, which Wheeler must file within 60 days of that approval. The structure implies meaningful dilution potential for common shareholders: the company is effectively converting Series D preferred holdings into new common equity over an 18-month daily issuance program, and cash repayment obligations arise whenever the stock trades below $0.25 or registration lapses.

SEC 8-K•12d ago

WHLR: 8-K · offering registration

Wheeler REIT agreed on September 30, 2026 to issue 161,700 common shares to the Stilwell Investors in exchange for 30,800 Series B Preferred and 7,700 Series D Preferred shares, with the exchanged preferred retired and cancelled and no cash proceeds received. Joseph Stilwell, a Wheeler board member, controls the Stilwell Investors, and the exchange was made under the Section 3(a)(9) exemption.

SEC 8-K•19d ago

WHLR: 8-K · reverse split

Wheeler Real Estate Investment Trust filed two charter amendments on September 17, 2026 effecting a one-for-nine reverse stock split of its common stock, effective 5:00 p.m. ET on September 21, 2026, with split-adjusted Nasdaq trading under the same WHLR symbol beginning September 22, 2026 under new CUSIP 963025721. The split reduces shares outstanding from 5,113,901 to approximately 568,211, with cash paid in lieu of fractional shares and common stock par value reset from $0.09 back to $0.01 so that aggregate par value of authorized shares remains $2,000,000. The split also adjusts the company's convertible securities: the 7.00% subordinated convertible notes due 2031 conversion rate drops from roughly 46.43 to 5.16 shares per $25.00 principal, while Series B and Series D preferred conversion prices rise to $2.61 trillion and $1.11 trillion per share respectively, effectively foreclosing conversion. A reverse split of this magnitude, implemented 13 months after the August 20, 2025 stockholder approval, is typically undertaken to cure Nasdaq minimum bid-price compliance and underscores the micro-cap REIT's severely shrunken equity base and financial distress.

SEC 8-K•1mo ago

WHLR: 8-K · other

Wheeler REIT processed its 36th consecutive monthly Series D Preferred redemption on September 8, 2026, redeeming 8,200 preferred shares at approximately $41.66 each and settling with 348,896 newly issued common shares. Cumulatively, the company has handled 442 redemption requests covering 1,827,228 Series D preferred shares and issued roughly 473,000 common shares; as of September 8 it had 4,924,701 common shares and 1,726,704 Series D preferred shares outstanding. Under the indenture's optional conversion mechanism, the conversion price on the 7.00% Subordinated Convertible Notes due 2031 dropped to approximately $0.54 per share (about 46.43 shares per $25.00 of principal), a 45% discount to the $0.98 reference price — a heavy dilution overhang for a sub-$1 micro-cap stock sitting near the Nasdaq $1.00 minimum bid threshold. The next redemption deadline is September 25, 2026, with the following Holder Redemption Date set for October 5, 2026.

SEC 8-K•1mo ago

WHLR: 8-K · reverse split

Wheeler Real Estate Investment Trust announced a one-for-four reverse stock split of its common stock, effective 5:00 p.m. ET on August 26, 2026. Split-adjusted trading on the Nasdaq Capital Market begins at market open on August 27, 2026 under the unchanged ticker WHLR with a new CUSIP (963025739). The company had 3,088,204 common shares outstanding as of August 21, 2026 and expects approximately 772,051 shares outstanding after the split, with cash paid in lieu of fractional shares. A companion charter amendment reduces the par value back to $0.01 per share effective one minute after the split so that aggregate par value of authorized stock is unchanged. The split proportionally adjusts Wheeler's convertible securities: the conversion rate on the 7.00% Subordinated Convertible Notes due 2031 drops from about 62.52 to about 15.63 shares per $25.00 principal amount, while the conversion prices of the Series B and Series D convertible preferred stock rise fourfold, effectively pricing conversion out of reach. Reverse splits of this kind are typically implemented to address Nasdaq minimum bid price compliance, and a post-split share count below one million underscores how compressed the equity has become. The split was approved by stockholders on August 20, 2025, and the par value change was approved by unanimous board written consent on August 7, 2026.

SEC 8-K•2mo ago

WHLR: 424B3 · prospectus supplement

Wheeler REIT filed Prospectus Supplement No. 57 (424B3) attaching its August 7, 2026 Form 8-K disclosing the results of its August 2026 Series D preferred stock redemptions and a further reduction in the conversion price of its 7.00% Subordinated Convertible Notes due 2031. In the 35th monthly Holder Redemption Date on August 5, 2026, the company processed seven redemption requests covering 7,100 Series D preferred shares at a redemption price of approximately $41.29 per share, settling entirely with 403,236 newly issued common shares — roughly a 17% increase versus the 2,434,904 common shares outstanding. Because the lowest price at which Series D holders converted was approximately $0.73, the indenture's optional conversion mechanics pushed the notes conversion price down to approximately $0.40 per share (about 62.52 shares per $25.00 of principal), a 45% discount to the 10-day VWAP — implying heavy additional dilution if notes convert. Cumulatively, 434 redemption requests covering 1,819,028 Series D shares have been processed, settled with roughly 496,000 common shares; the next redemption deadline is August 25, 2026, with the September Holder Redemption Date on September 8, 2026.

SEC 424B3•2mo ago

WHLR: 8-K · other

Wheeler REIT's 8-K discloses that its 35th monthly Series D Preferred Holder Redemption Date occurred August 5, 2026, with seven holders redeeming 7,100 Series D shares at approximately $41.29 per share. The company settled the redemptions by issuing 403,236 common shares — a roughly 17% expansion of its ~2.43 million common shares outstanding in a single month. Because the lowest Series D conversion price in August was approximately $0.73, the indenture governing the 7.00% Subordinated Convertible Notes due 2031 required the notes conversion price to drop to approximately $0.40 per common share, or about 62.52 shares per $25.00 of principal — a 45% discount to the $0.73 reference price. Cumulatively, Wheeler has processed 434 redemption requests covering 1,819,028 Series D shares and issued approximately 496,000 common shares in settlement; as of August 5, 2026 it had 2,434,904 common shares and 1,770,859 Series D shares outstanding. The pattern signals escalating dilution pressure on WHLR common holders, with the next redemption deadline set for August 25, 2026 and the September Holder Redemption Date on September 8, 2026.

SEC 8-K•2mo ago

WHLR: 10-Q · periodic report

Wheeler REIT reported Q2 2026 net income of $9.7 million ($7.1 million attributable to common shareholders) versus a $1.0 million loss a year ago, but the swing was driven mainly by a $7.6 million non-cash derivative fair value gain and $4.9 million of property sale gains. Revenue fell 13.9% year-over-year to $22.5 million, Same-Property NOI declined 6.9% to $15.0 million, and the company booked a $1.6 million impairment on Rivergate Shopping Center in Macon, Georgia. Dilution remains the defining story: Wheeler has effected nine reverse stock splits since January 2025, including four in 2026 (most recently 1-for-5 on July 27, 2026), with monthly splits authorized through December 2026. Shares outstanding jumped from 167,781 at June 30 to 1,931,568 by August 4 after post-quarter preferred exchanges, up to 100,090,365 shares are registered to settle Series D redemptions, and the convertible notes conversion price was cut to roughly $3.35 per share after quarter-end. The balance sheet stays strained with $471.7 million of debt principal against just $5.7 million of common equity and $27.1 million of cumulative Series D preferred dividends in arrears. Seven property sales in the first half generated about $22.7 million in contract proceeds, funding a $5.7 million paydown on the June 2022 term loan and full payoff of the $4.4 million Tuckernuck loan. On litigation, Wheeler agreed to pay up to $0.9 million toward the Aquino class action settlement tied to the 2022 Cedar acquisition, booking a $0.4 million liability that was paid August 3, 2026; final court approval is set for October 8, 2026, and a separate $1.3-$1.4 million indemnification dispute with former Cedar directors remains unresolved.

SEC 10-Q•2mo ago

WHLR: 8-K · reverse split

Wheeler Real Estate Investment Trust, Inc. announced a one-for-five reverse stock split of its common stock, effective at 5:00 p.m. ET on July 27, 2026. The reverse split was approved by shareholders and will reduce outstanding shares from approximately 4.6 million to roughly 929,000, with trading on a split-adjusted basis commencing on July 28, 2026. The company simultaneously amended its charter to decrease the par value of the common stock from $0.05 back to $0.01 following the split. Consequently, the conversion rates for the company's 7.00% Subordinated Convertible Notes due 2031 and the conversion prices for its Series B and Series D Preferred Stock will be adjusted proportionally. Trading will continue on the Nasdaq Capital Market under the symbol WHLR, but the CUSIP number will change to 963025747. Stockholders who would otherwise receive fractional shares will instead receive a cash payment based on the closing price on the effective date.

SEC 8-K•3mo ago

WHLR: 8-K · offering registration

Between June 26 and July 2, 2026, Wheeler Real Estate Investment Trust issued an aggregate of 2,119,707 shares of common stock to exchange for Series B and Series D preferred stock. These transactions, which did not generate cash proceeds, were executed under Section 3(a)(9) exemptions and resulted in the retirement of the exchanged preferred shares. On July 6, 2026, the company processed six redemption requests totaling 8,200 shares of Series D Preferred Stock at a price of approximately $40.97 per share. The company settled these redemptions by issuing 275,883 shares of common stock, and as a result, the conversion price for its 7.00% Subordinated Convertible Notes was adjusted to approximately $0.67 per share. Following these transactions, the company reported 3,030,738 shares of common stock and 1,789,240 shares of Series D Preferred Stock outstanding. The next monthly holder redemption date is scheduled for August 5, 2026.

SEC 8-K•3mo ago

WHLR: 8-K · reverse split

Wheeler Real Estate Investment Trust (WHLR) announced a 1-for-4 reverse stock split of its common stock, effective June 17, 2026. The move reduces the number of outstanding shares from approximately 2.19 million to 548,588, while maintaining the total par value and authorized share count. The reverse split is a clear signal of financial distress, likely undertaken to meet Nasdaq Capital Market minimum bid price requirements. While the ticker symbol remains WHLR, the CUSIP will change to 963025754, and conversion rates for the company’s convertible notes and preferred stock will be adjusted proportionally. Stockholders holding fractional shares will receive cash payments based on the closing price on the effective date. This action typically precedes further dilution or restructuring efforts and is viewed negatively by the market as a last-resort measure to avoid delisting.

SEC 8-K•4mo ago

WHLR: 8-K · offering registration

Wheeler Real Estate Investment Trust (WHLR) reported that the conversion price for its 7.00% Subordinated Convertible Notes due 2031 was adjusted to approximately $0.69 per share, representing a 45% discount to the $1.26 market price, following the conversion of Series D Preferred Stock. The company settled June redemption requests for 7,700 shares of Series D Preferred Stock by issuing 251,090 shares of common stock, adding to the 753,000 shares already issued for prior redemptions. WHLR warned it may lack sufficient registered common shares to settle the next round of redemptions in July, potentially requiring the issuance of unregistered shares or delayed delivery pending a new registration statement.

SEC 8-K•4mo ago

WHLR: 8-K · debt financing

Wheeler Real Estate Investment Trust (WHLR) announced that interest on its 7.00% Subordinated Convertible Notes due 2031, payable on June 30, 2026, will be paid in the form of Series D Cumulative Convertible Preferred Stock rather than cash. This pay-in-kind (PIK) interest payment indicates that the company is preserving cash by issuing equity-linked securities to satisfy its debt obligations. While this avoids immediate cash outflow, it increases the potential dilution to common shareholders if the preferred stock converts, signaling potential liquidity constraints or a strategic choice to conserve capital during a period of financial stress.

SEC 8-K•5mo ago