---
schema_version: "secwatch.filing_event.v1"
accession: "0001527541-25-000237"
form_type: "8-K"
ticker: "WHLR"
cik: "0001527541"
company_name: "Wheeler Real Estate Investment Trust, Inc."
filed_at: "2025-09-17T23:59:59+00:00"
generated_at: "2026-05-17T06:21:15.859233+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Wheeler REIT executes 1-for-5 reverse stock split; exchanges preferred for common

## Summary
- Filed 1-for-5 reverse stock split effective Sept 22, 2025; post-split shares ~946,994.
- Exchanged 253,000 common shares for 11,000 Series D and 22,000 Series B preferred (no cash).
- Conversion rate on 7.00% sub notes due 2031 adjusted to ~5.09 shares per $25 principal.
- Conversion price of Series B and Series D preferred increased proportionally per split.
- Common stock begins trading on split-adjusted basis Sept 23 with new CUSIP 963025796.

## SEC filing metadata
- accession: 0001527541-25-000237
- form_type: 8-K
- ticker: WHLR
- cik: 0001527541
- company_name: Wheeler Real Estate Investment Trust, Inc.
- filed_at: 2025-09-17T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 3.02, 3.03, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1527541/000152754125000237/0001527541-25-000237-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1527541/000152754125000237/whlr-20250916.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001527541-25-000237
- JSON: https://secwatch.observer/filing/0001527541-25-000237.json
- Plain text: https://secwatch.observer/filing/0001527541-25-000237.txt

## Key facts
- Equity Issuances
  Wheeler Real Estate Investment Trust, Inc. issued 253,000 shares of common stock to two unaffiliated holders of the Company’s securities (together, the “Investors”).
  - Security: common stock
  - Shares: 253,000 shares
  - Purchaser: two unaffiliated holders of the Company’s securities (together, the “Investors”)
  source text: On September 16, 2025, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue 253,000 shares of its common stock, $0.01 par value per share (the “Common Stock”) in the aggregate to two unaffiliated holders of the Company’s securities (together, the “Investors”) in separate exchanges for 11,000 shares of the Company’s Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) and 22,000 shares of the Company's Series B Convertible Preferred Stock (the “Series B Preferred Stock” and, together with the Series D Preferred Stock, the “Preferred Stock”) in the aggregate.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1527541/000152754125000237/0001527541-25-000237-index.htm
- Governance Changes
  Wheeler Real Estate Investment Trust, Inc.: Articles of Amendment filed to effect a one-for-five reverse stock split of Common Stock and reduce par value from $0.05 to $0.01 per share (effective 2025-09-22).
  - Change: charter amendment
  - Effective: 2025-09-22
  source text: Charter Amendments for One-for-Five Reverse Stock Split On September 17, 2025, in connection with a one-for-five reverse stock split (the “ Reverse Stock Split ”) of the Common Stock of the Company, to be effective on September 22, 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-five Reverse Stock Split of the Common Stock, to be effective at 5:00 p.m. Eastern Time (the “ Effective Time ”) on September 22, 2025 (the “ First Amendment ”); and ii. the par value of the Common Stock to be decreased from $0.05 per share (as a result of the one-for-five Reverse Stock Split) to $0.01 per share, to be effective at 5:01 p.m. Eastern Time on September 22, 2025 (the “ Second Amendment ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1527541/000152754125000237/0001527541-25-000237-index.htm

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