Wheeler REIT to effect 1-for-7 reverse stock split effective May 26, adjusts convertible securities

Wheeler Real Estate Investment Trust, Inc.

Reverse stock split at 1-for-7 ratio, effective 5:00 p.m. ET on May 26, 2025; fractional shares paid in cash.
Par value decreased from $0.07 to $0.01 per share effective 5:01 p.m. same day.
Conversion rate of 7% subordinated convertible notes due 2031 reduced from ~37.19 to ~5.31 shares per $25 principal.
Series B Preferred conversion price increased; one share now convertible into ~0.0000006 common shares.
Series D Preferred conversion price increased; one share now convertible into ~0.000001 common shares.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Wheeler Real Estate Investment Trust, Inc.: Filed two Articles of Amendment to effect a one-for-seven reverse stock split, effective May 26, 2025, and to decrease par value from $0.07 to $0.01 per share, effective May 26, 2025 at 5:01 p.m (effective 2025-05-26).

Change: charter amendment
Effective: 2025-05-26

Exact text from the filing

On May 21, 2025, in connection with a one-for-seven 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 May 26, 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-seven Reverse Stock Split of the Common Stock, to be effective at 5:00 p.m. Eastern Time (the “ Effective Time ”) on May 26, 2025 (the “ First Amendment ”); and ii. the par value of the Common Stock to be decreased from $0.07 per share (as a result of the one-for-seven Reverse Stock Split) to $0.01 per share, to be effective at 5:01 p.m. Eastern Time on May 26, 2025 (the “ Second Amendment ”).

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Source: SEC EDGAR

accession 0001527541-25-000124

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