---
schema_version: "secwatch.filing_event.v1"
accession: "0001527541-25-000124"
form_type: "8-K"
ticker: "WHLR"
cik: "0001527541"
company_name: "Wheeler Real Estate Investment Trust, Inc."
filed_at: "2025-05-21T23:59:59+00:00"
generated_at: "2026-05-20T22:28:05.332837+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001527541-25-000124
- form_type: 8-K
- ticker: WHLR
- cik: 0001527541
- company_name: Wheeler Real Estate Investment Trust, Inc.
- filed_at: 2025-05-21T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 3.03, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1527541/000152754125000124/0001527541-25-000124-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1527541/000152754125000124/whlr-20250521.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001527541-25-000124
- JSON: https://secwatch.observer/filing/0001527541-25-000124.json
- Plain text: https://secwatch.observer/filing/0001527541-25-000124.txt

## Key facts
- Governance Changes
  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
  source text: 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 ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1527541/000152754125000124/0001527541-25-000124-index.htm

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