Wheeler Real Estate Investment Trust, Inc. filed a Form 8-K on October 26, 2026, disclosing a one-for-six reverse stock split of its common stock effective October 29, 2026, along with unregistered exchanges of preferred stock for common stock and a sale of Series D Preferred Stock.

Key Highlights

  • Reverse stock split effective date: October 29, 2026 at 5:00 p.m. Eastern Time, with split-adjusted trading beginning at market open on October 30, 2026.
  • Shares outstanding: As of October 26, 2026, the company had 5,872,051 shares of common stock outstanding, with approximately 978,675 shares anticipated post-split.
  • New CUSIP number: The common stock will trade under CUSIP 963025713 after the split; the trading symbol will remain unchanged.
  • Notes conversion rate adjusted: The conversion rate of the 7.00% Subordinated Convertible Notes due 2031 will be reduced from approximately 9.17 shares per $25.00 principal amount to approximately 1.53 shares per $25.00 principal amount.
  • Preferred-to-common exchange: On October 21, 2026, the company agreed to issue 1,198,800 shares of common stock to an unaffiliated holder in exchange for 39,300 shares of Series B Preferred Stock and 200 shares of Series D Preferred Stock; no cash proceeds were received.
  • Series D Preferred Stock issuance: On October 19 and October 26, 2026, the company issued an aggregate of 50,000 shares of Series D Preferred Stock in exchange for 75,000 shares of Cedar Realty Trust's 6.50% Series C Cumulative Redeemable Preferred Stock.

Wheeler REIT Executes Charter Amendments and Preferred Stock Transactions Ahead of Reverse Split

According to the filing, Wheeler Real Estate Investment Trust, Inc. (NASDAQ:WHLR) filed two Articles of Amendment to its charter with the State Department of Assessments and Taxation of Maryland on October 26, 2026. The first amendment provides for a one-for-six reverse stock split of the common stock, effective at 5:00 p.m. Eastern Time on October 29, 2026. The second amendment decreases the par value of the common stock from $0.06 per share (resulting from the split) back to $0.01 per share, effective at 5:01 p.m. Eastern Time on the same date.

The filing states that no fractional shares will be issued in connection with the reverse stock split. Stockholders who would otherwise receive a fractional share will instead receive a cash payment equal to the applicable fraction multiplied by the closing price of the common stock on The Nasdaq Capital Market on October 29, 2026, as adjusted for the reverse stock split, without interest. The company disclosed that the reverse stock split will not affect any stockholder's relative ownership percentage, except for de minimis changes from cash-in-lieu payments, and will not change the number of authorized shares of common stock.

Separately, the filing discloses two categories of unregistered equity transactions. In the preferred-to-common exchange reported under Item 3.02, the company agreed on October 21, 2026, to issue 1,198,800 shares of common stock to an unaffiliated holder in exchange for 39,300 shares of Series B Preferred Stock and 200 shares of Series D Preferred Stock across four transactions. The company relied on the Section 3(a)(9) exemption under the Securities Act of 1933. In the Series D transactions, the company issued 50,000 shares of Series D Preferred Stock to unaffiliated investors on October 19 and October 26, 2026, in exchange for 75,000 shares of Cedar Realty Trust's 6.50% Series C Cumulative Redeemable Preferred Stock, at a ratio of 1 share of Series D Preferred Stock for every 1.5 shares of Cedar Series C Preferred Stock. The acquired Cedar Series C shares were subsequently contributed to Cedar and retired.

What Was Disclosed

Wheeler Real Estate Investment Trust disclosed a one-for-six reverse stock split effective October 29, 2026, related charter amendments, adjustments to convertible securities conversion rates, an unregistered exchange of preferred stock for common stock, and two Series D Preferred Stock issuances in exchange for Cedar Realty Trust preferred shares.