---
schema_version: "secwatch.filing_event.v1"
accession: "0001527541-25-000024"
form_type: "8-K"
ticker: "WHLR"
cik: "0001527541"
company_name: "Wheeler Real Estate Investment Trust, Inc."
filed_at: "2025-01-22T23:59:59+00:00"
generated_at: "2026-05-27T19:21:09.818772+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Wheeler REIT announces 1-for-4 reverse stock split effective Jan 27, 2025

## Summary
- Reverse stock split approved and effective Jan 27, 2025 at 5:00 p.m. ET; par value reduced from $0.04 to $0.01.
- No fractional shares issued; cash in lieu based on closing price on Jan 27, 2025.
- Conversion rate on 7% subordinated notes due 2031 adjusted from ~12.13 to ~3.03 shares per $25 principal.
- Conversion prices for Series B and Series D preferred stock increased proportionally; authorized shares unchanged.
- Common stock will trade under new CUSIP 963025838 on Nasdaq; trading symbol remains WHLR.

## SEC filing metadata
- accession: 0001527541-25-000024
- form_type: 8-K
- ticker: WHLR
- cik: 0001527541
- company_name: Wheeler Real Estate Investment Trust, Inc.
- filed_at: 2025-01-22T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 3.03, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1527541/000152754125000024/0001527541-25-000024-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1527541/000152754125000024/whlr-20250122.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001527541-25-000024
- JSON: https://secwatch.observer/filing/0001527541-25-000024.json
- Plain text: https://secwatch.observer/filing/0001527541-25-000024.txt

## Key facts
- Governance Changes
  Wheeler Real Estate Investment Trust, Inc.: Wheeler Real Estate Investment Trust, Inc. filed two Articles of Amendment to its charter to effect a one-for-four reverse stock split of common stock effective January 27, 2025, and to decrease the par value of common stock from $0.04 to $0.01 per share effective immediately after the reverse stock (effective 2025-01-27).
  - Change: charter amendment
  - Effective: 2025-01-27
  source text: On January 22, 2025, in connection with a one-for-four reverse stock split (the “ Reverse Stock Split ”) of the common stock, $0.01 par value per share (the “ Common Stock ”) of Wheeler Real Estate Investment Trust, Inc. (the “ Company ”), to be effective on January 27, 2025, the Company filed two Articles of Amendment to its charter with the State Department of Assessments and Taxation of Maryland that provide for: i. a one-for-four Reverse Stock Split of the Common Stock, to be effective at 5:00 p.m. Eastern Time (the “ Effective Time ”) on January 27, 2025 (the “ First Amendment ”); and ii. the par value of the Common Stock to be decreased from $0.04 per share (as a result of the one-for-four Reverse Stock Split) to $0.01 per share, to be effective at 5:01 p.m. Eastern Time on January 27, 2025 (the “ Second Amendment ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1527541/000152754125000024/0001527541-25-000024-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.