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Wheeler Real Estate Investment Trust, Inc. approved a one-for-four reverse stock split of its common stock, effective at 5:00 p.m. Eastern Time on June 17, 2026. The common shares will begin trading on a split-adjusted basis on June 18, 2026 under a new CUSIP number 963025754.
The reverse split reduces outstanding common shares from 2,194,353 as of June 12, 2026 to approximately 548,588, without changing the total number of authorized shares or relative ownership percentages apart from small changes from cash in lieu of fractional shares. Par value per common share will be decreased to $0.01 at 5:01 p.m. Eastern Time on June 17, 2026.
The company will pay cash instead of issuing fractional shares, based on the June 17, 2026 Nasdaq closing price adjusted for the split. Conversion terms for the 7.00% subordinated convertible notes due 2031 and the Series B and Series D preferred stock will be proportionally adjusted to reflect the reverse split.
Wheeler Real Estate Investment Trust, Inc. approved a one-for-four reverse stock split of its common stock, effective at 5:00 p.m. Eastern Time on June 17, 2026. The common shares will begin trading on a split-adjusted basis on June 18, 2026 under a new CUSIP number 963025754.
The reverse split reduces outstanding common shares from 2,194,353 as of June 12, 2026 to approximately 548,588, without changing the total number of authorized shares or relative ownership percentages apart from small changes from cash in lieu of fractional shares. Par value per common share will be decreased to $0.01 at 5:01 p.m. Eastern Time on June 17, 2026.
The company will pay cash instead of issuing fractional shares, based on the June 17, 2026 Nasdaq closing price adjusted for the split. Conversion terms for the 7.00% subordinated convertible notes due 2031 and the Series B and Series D preferred stock will be proportionally adjusted to reflect the reverse split.
An entity associated with Wheeler Real Estate Investment Trust, Inc. director Gregory Paul Hannon, Oakmont Capital Inc., made an open-market purchase of the company’s 7.00% Subordinated Convertible Notes due 2031. These notes are convertible into common stock at a conversion price of approximately $0.69 per share, or about 36.09 shares for each $25.00 of principal amount, representing up to 180,437 shares of common stock underlying the purchased notes. The filing also reports Oakmont Capital Inc.’s indirect holdings of Series D Cumulative Convertible Preferred Stock, each share of which is convertible into 0.00000002 common shares at a stated conversion value of $1,538,611,200 per common share. Hannon disclaims beneficial ownership of securities held by Oakmont Capital Inc. except to the extent of his pecuniary interest.
An entity associated with Wheeler Real Estate Investment Trust, Inc. director Gregory Paul Hannon, Oakmont Capital Inc., made an open-market purchase of the company’s 7.00% Subordinated Convertible Notes due 2031. These notes are convertible into common stock at a conversion price of approximately $0.69 per share, or about 36.09 shares for each $25.00 of principal amount, representing up to 180,437 shares of common stock underlying the purchased notes. The filing also reports Oakmont Capital Inc.’s indirect holdings of Series D Cumulative Convertible Preferred Stock, each share of which is convertible into 0.00000002 common shares at a stated conversion value of $1,538,611,200 per common share. Hannon disclaims beneficial ownership of securities held by Oakmont Capital Inc. except to the extent of his pecuniary interest.
Wheeler Real Estate Investment Trust, Inc. updated the conversion terms of its 7.00% Subordinated Convertible Notes due 2031 after June 2026 Series D Preferred Stock redemptions. The note conversion price was reset to approximately $0.69 per share of common stock, equal to about 36.09 shares for each $25.00 of note principal, reflecting a 45% discount to the roughly $1.26 common stock price used for the month’s preferred conversions.
On the 33rd monthly Holder Redemption Date, June 5, 2026, the company processed six requests, redeeming 7,700 Series D Preferred shares at a Redemption Price of about $41.07 per share and settling in 251,090 new common shares. Cumulatively, 421 requests have redeemed 1,803,728 Series D Preferred shares, with about 753,000 common shares issued in total. As of June 5, 2026, the company had 2,194,353 common shares and 1,765,162 Series D Preferred shares outstanding, and it outlined deadlines and the Holder Redemption Date for the July 2026 round.
Wheeler Real Estate Investment Trust, Inc. updated the conversion terms of its 7.00% Subordinated Convertible Notes due 2031 after June 2026 Series D Preferred Stock redemptions. The note conversion price was reset to approximately $0.69 per share of common stock, equal to about 36.09 shares for each $25.00 of note principal, reflecting a 45% discount to the roughly $1.26 common stock price used for the month’s preferred conversions.
On the 33rd monthly Holder Redemption Date, June 5, 2026, the company processed six requests, redeeming 7,700 Series D Preferred shares at a Redemption Price of about $41.07 per share and settling in 251,090 new common shares. Cumulatively, 421 requests have redeemed 1,803,728 Series D Preferred shares, with about 753,000 common shares issued in total. As of June 5, 2026, the company had 2,194,353 common shares and 1,765,162 Series D Preferred shares outstanding, and it outlined deadlines and the Holder Redemption Date for the July 2026 round.
Wheeler Real Estate Investment Trust, Inc. insider entities reported indirect trades in the company’s 7.00% Subordinated Convertible Notes due 2031. Partnerships associated with Joseph Stilwell executed one open-market purchase and one open-market sale of these notes on June 3, 2026, as indirect holdings.
The notes are convertible into common stock at a conversion price of $1.026988 per share, or 24.343042 common shares for each $25.00 of principal amount. The filing also shows indirect holdings of these notes that are convertible into 2,439,124 and 16,708,065 shares of common stock through different entities. Stilwell disclaims beneficial ownership of the indirectly held securities except to the extent of his pecuniary interest.
Wheeler Real Estate Investment Trust, Inc. insider entities reported indirect trades in the company’s 7.00% Subordinated Convertible Notes due 2031. Partnerships associated with Joseph Stilwell executed one open-market purchase and one open-market sale of these notes on June 3, 2026, as indirect holdings.
The notes are convertible into common stock at a conversion price of $1.026988 per share, or 24.343042 common shares for each $25.00 of principal amount. The filing also shows indirect holdings of these notes that are convertible into 2,439,124 and 16,708,065 shares of common stock through different entities. Stilwell disclaims beneficial ownership of the indirectly held securities except to the extent of his pecuniary interest.
Wheeler REIT, Inc. reported a Form 144 notice for the sale of 7.00% Subordinated Convertible Notes due 2031. The filing lists a prior issuance date of 08/19/2021 (subscription through a rights offering) and a broker-dealer address at Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, FL 33716. The excerpt includes numeric entries such as 42,500, 3,506,250, and 1,174,116 associated with the securities table and shows a date of 06/03/2026.
Wheeler REIT, Inc. reported a Form 144 notice for the sale of 7.00% Subordinated Convertible Notes due 2031. The filing lists a prior issuance date of 08/19/2021 (subscription through a rights offering) and a broker-dealer address at Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, FL 33716. The excerpt includes numeric entries such as 42,500, 3,506,250, and 1,174,116 associated with the securities table and shows a date of 06/03/2026.
Wheeler Real Estate Investment Trust entered into a stock-for-stock exchange with an unaffiliated investor on May 28, 2026. The company issued 142,800 shares of common stock in exchange for 2,800 shares of Series D Cumulative Convertible Preferred Stock and 5,600 shares of Series B Convertible Preferred Stock, which were then retired and cancelled.
The exchange ratio was fifty-one shares of common stock for every combination of two Series B and one Series D preferred share. The transaction generated no cash proceeds and was conducted as an unregistered exchange under Section 3(a)(9) of the Securities Act, with no commissions or other remuneration paid for soliciting the transaction.
Wheeler Real Estate Investment Trust entered into a stock-for-stock exchange with an unaffiliated investor on May 28, 2026. The company issued 142,800 shares of common stock in exchange for 2,800 shares of Series D Cumulative Convertible Preferred Stock and 5,600 shares of Series B Convertible Preferred Stock, which were then retired and cancelled.
The exchange ratio was fifty-one shares of common stock for every combination of two Series B and one Series D preferred share. The transaction generated no cash proceeds and was conducted as an unregistered exchange under Section 3(a)(9) of the Securities Act, with no commissions or other remuneration paid for soliciting the transaction.
Wheeler Real Estate Investment Trust, Inc. agreed to issue 757,850 shares of common stock in private exchanges with three unaffiliated investors. In return, the investors surrendered a total of 15,157 shares of Series D Cumulative Convertible Preferred Stock and 30,314 shares of Series B Convertible Preferred Stock.
Each exchange used a fixed ratio of fifty common shares for two Series B and one Series D preferred share. The company received no cash; the preferred shares exchanged were retired and cancelled, simplifying its capital structure. The issuance relied on the Section 3(a)(9) exemption from Securities Act registration.
Wheeler Real Estate Investment Trust, Inc. agreed to issue 757,850 shares of common stock in private exchanges with three unaffiliated investors. In return, the investors surrendered a total of 15,157 shares of Series D Cumulative Convertible Preferred Stock and 30,314 shares of Series B Convertible Preferred Stock.
Each exchange used a fixed ratio of fifty common shares for two Series B and one Series D preferred share. The company received no cash; the preferred shares exchanged were retired and cancelled, simplifying its capital structure. The issuance relied on the Section 3(a)(9) exemption from Securities Act registration.
Wheeler Real Estate Investment Trust, Inc. reported that Patrick Gundlach serves as its Chief Accounting Officer in a Form 3 insider ownership filing. This initial report lists him as an officer, not a director and not a ten percent owner, and shows no reported transactions or specific share holdings in the provided data.
Wheeler Real Estate Investment Trust, Inc. reported that Patrick Gundlach serves as its Chief Accounting Officer in a Form 3 insider ownership filing. This initial report lists him as an officer, not a director and not a ten percent owner, and shows no reported transactions or specific share holdings in the provided data.
Wheeler Real Estate Investment Trust reported a change in how it will pay interest on its 7.00% Subordinated Convertible Notes due 2031. The interest payable on June 30, 2026 to holders of record at 5:00 p.m. New York City time on June 1, 2026 will be paid in the form of the company’s Series D Cumulative Convertible Preferred Stock rather than as a standard cash payment.
Wheeler Real Estate Investment Trust reported a change in how it will pay interest on its 7.00% Subordinated Convertible Notes due 2031. The interest payable on June 30, 2026 to holders of record at 5:00 p.m. New York City time on June 1, 2026 will be paid in the form of the company’s Series D Cumulative Convertible Preferred Stock rather than as a standard cash payment.
Wheeler Real Estate Investment Trust, Inc. (WHLR): This Amendment No. 13 reports that the Reporting Persons may be deemed to beneficially own 1,195,354 shares of Common Stock, equal to 45% of the shares calculated under the Investor Excepted Holder Limits, as of March 31, 2026. The 1,195,354 share figure consists of 145,069 currently held shares and 1,050,285 shares issuable upon hypothetical conversion of the Notes, Series D Preferred Stock and Series B Preferred Stock, subject to the Excepted Holder Agreement. The Reporting Persons state the 45% cap arises from an Excepted Holder Agreement dated February 19, 2026 that permits higher ownership limits (up to 45% of outstanding Common Stock and 19% of total capital stock value) than the Issuer's charter limits. The 45% denominator (2,656,343 shares) was calculated using: 1,433,983 shares outstanding as of March 24, 2026, 172,075 shares issued on March 24, 2026 upon exercise of warrants, plus the hypothetical conversion amount of 1,050,285 shares. The filing is a joint Schedule 13G/A amendment by Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC and David J. Snyderman.
Wheeler Real Estate Investment Trust, Inc. (WHLR): This Amendment No. 13 reports that the Reporting Persons may be deemed to beneficially own 1,195,354 shares of Common Stock, equal to 45% of the shares calculated under the Investor Excepted Holder Limits, as of March 31, 2026. The 1,195,354 share figure consists of 145,069 currently held shares and 1,050,285 shares issuable upon hypothetical conversion of the Notes, Series D Preferred Stock and Series B Preferred Stock, subject to the Excepted Holder Agreement. The Reporting Persons state the 45% cap arises from an Excepted Holder Agreement dated February 19, 2026 that permits higher ownership limits (up to 45% of outstanding Common Stock and 19% of total capital stock value) than the Issuer's charter limits. The 45% denominator (2,656,343 shares) was calculated using: 1,433,983 shares outstanding as of March 24, 2026, 172,075 shares issued on March 24, 2026 upon exercise of warrants, plus the hypothetical conversion amount of 1,050,285 shares. The filing is a joint Schedule 13G/A amendment by Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC and David J. Snyderman.