---
schema_version: "secwatch.filing_event.v1"
accession: "0001527541-26-000011"
form_type: "8-K"
ticker: "WHLR"
cik: "0001527541"
company_name: "Wheeler Real Estate Investment Trust, Inc."
filed_at: "2026-01-14T23:59:59+00:00"
generated_at: "2026-05-16T10:24:45.320238+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-3 reverse stock split and preferred-for-common exchanges

## Summary
- Reverse stock split effective Jan 16, 2026 at 5pm ET; post-split shares ~694,858 from 2,084,573.
- Issued 175,000 common shares to unaffiliated holders in exchange for 6,250 Series D and 12,500 Series B preferred shares; no cash proceeds.
- Conversion rate of 7.00% subordinated convertible notes due 2031 reduced from ~21.50 to ~7.17 shares per $25 principal.
- Conversion prices of Series B and Series D preferred stock proportionally increased; shares become convertible into negligible common shares.

## SEC filing metadata
- accession: 0001527541-26-000011
- form_type: 8-K
- ticker: WHLR
- cik: 0001527541
- company_name: Wheeler Real Estate Investment Trust, Inc.
- filed_at: 2026-01-14T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- 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/1527541/000152754126000011/0001527541-26-000011-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1527541/000152754126000011/whlr-20260108.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001527541-26-000011
- JSON: https://secwatch.observer/filing/0001527541-26-000011.json
- Plain text: https://secwatch.observer/filing/0001527541-26-000011.txt

## Source-grounded claims
- claim_id: 09ca9140c2f6b8c9ddc787a216322e87ad9a50e3
  claim: Wheeler Real Estate Investment Trust, Inc.: Filed articles of amendment to charter for one-for-three reverse stock split effective January 16, 2026 and par value decrease from $0.03 to $0.01 per share effective same day (effective 2026-01-16).
  evidence_excerpt: On January 14, 2026, in connection with a one-for-three reverse stock split (the “ Reverse Stock Split ”) of the Common Stock of the Company, to be effective on January 16, 2026, 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-three Reverse Stock Split of the Common Stock, to be effective at 5:00 p.m. Eastern Time (the “ Effective Time ”) on January 16, 2026 (the “ First Amendment ”); and ii. the par value of the Common Stock to be decreased from $0.03 per share (as a result of the one-for-three Reverse Stock Split) to $0.01 per share, to be effective at 5:01 p.m. Eastern Time on January 16, 2026 (the “ Second Amendment ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1527541/000152754126000011/0001527541-26-000011-index.htm

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