Wheeler Real Estate Investment Trust, Inc. 8-K

What Happened
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed an 8-K reporting a one-for-three reverse stock split of its common stock effective 5:00 p.m. ET on January 16, 2026 and charter amendments to reduce par value to $0.01 effective 5:01 p.m. ET the same day. The company also issued a total of 175,000 shares of common stock in private, non-cash exchanges with unaffiliated holders in January 2026, retiring the exchanged Series B and Series D preferred shares.

Key Details

• Reverse stock split effective Jan 16, 2026 (5:00 p.m. ET); par value lowered to $0.01 at 5:01 p.m. ET on Jan 16, 2026. Trading on a split-adjusted basis begins at market open Jan 20, 2026; new CUSIP 963025770; trading symbol unchanged.
• Outstanding common shares: 2,084,573 pre-split; ~694,858 expected post-split. No change to authorized shares. Fractional shares will be paid in cash (based on Nasdaq closing price on Jan 16, 2026, adjusted) with no interest.
• Private exchanges: 56,000 shares issued to a Jan 8 investor (settled Jan 13, 2026) in exchange for 2,000 Series D and 4,000 Series B shares; 119,000 shares issued to two Jan 9 investors (settled Jan 12–13, 2026) in exchange for 4,250 Series D and 8,500 Series B shares. Total common issued: 175,000 shares; total preferred retired: 6,250 Series D and 12,500 Series B. No cash proceeds; transactions relied on Section 3(a)(9) exemption.
• Convertible securities adjusted for the split: the Notes’ conversion rate reduced from ~21.50 to ~7.17 shares per $25 principal; Series B and Series D preferred conversion prices and resulting conversion ratios were proportionally adjusted (very large per-share conversion prices and correspondingly tiny conversion ratios post-split, as disclosed).

Why It Matters
The reverse split reduces the reported share count and will change per‑share metrics (EPS, NAV per share, etc.) and the stock’s quoted price; it does not change each holder’s proportional ownership except for minor differences from cash-in-lieu of fractional shares. The retirement of the exchanged preferred shares simplifies the capital structure and the split mechanically reduces the number of common shares issuable upon conversion of outstanding convertible securities, which may materially affect potential future dilution. Investors should note the effective dates and adjusted conversion terms when assessing holdings or potential dilution.