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Wheeler Real Estate Investment Trust, Inc. (WHLR) Form 424B3 — Oct 23, 2026

$WHLRForm 424B3Filed Oct 23, 2026, 3:16 PM ET0001213900-26-112056Original filing

Wheeler REIT filed this 424B3 prospectus supplement to incorporate its annual meeting proxy statement for a December 4, 2026 meeting. Shareholders will vote on electing seven directors, ratifying Cherry Bekaert LLP, and approving a potential issuance of more than 19.9% of outstanding common stock to repay up to $25 million of 0.00% promissory notes under Nasdaq Listing Rule 5635(d). The proxy also asks shareholders to pre-approve twelve separate monthly reverse stock split authorizations for 2027, each at a ratio between 1-for-2 and 1-for-100, to maintain Nasdaq $1.00 bid price compliance.

Key figures

Shares Outstanding
1460799
Note maturity
18 months from issuance
Audit fees 2025
$619 thousand
Note interest rate
0.00%
Ceo total comp 2025
727872
Ay2 ownership percent
9.8
Series d redeemed shares
1832678
Oakmont ownership percent
9.8
Reverse split ratio range
1:2 to 1:100
Magnetar ownership percent
45
Stilwell ownership percent
49.99
Notes max aggregate principal
$25,000,000.00
Completed reverse splits since may 2024
16

AI analysis

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