UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): April 613, 2026

WHEELER REAL ESTATE INVESTMENT TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland

001-35713

45-2681082

(State or other jurisdiction
of incorporation or organization)

(Commission
File Number)

(IRS Employer
Identification No.)


2529 Virginia Beach Blvd. Virginia Beach, VA						23452
(Address of principal executive offices)						(Zip code)

Registrant’s telephone number, including area code: (757) 627-9088

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

WHLR

Nasdaq Capital Market

Series B Convertible Preferred Stock

WHLRP

Nasdaq Capital Market

Series D Cumulative Convertible Preferred Stock

WHLRD

Nasdaq Capital Market

7.00% Subordinated Convertible Notes due 2031

WHLRL

Nasdaq Capital Market

Item 83.0103. ~~Other~~Material ~~Events~~Modification to Rights of Security Holders.

~~Conversion~~ To ~~Price~~the extent required by Item 3.03 of 7Form 8-K, the information contained in Item 5.~~00%~~03 ~~Subordinated~~of ~~Convertible~~this ~~Notes~~Current ~~due~~Report ~~2031~~on Form 8-K is incorporated herein by reference.

Item 85.0103. ofAmendments ~~this Current Report on Form 8-K as~~ to ~~the~~Articles ~~redemptions by the holders~~ of ~~Wheeler~~Incorporation ~~Real~~or ~~Estate~~Bylaws; ~~Investment~~Change ~~Trust,~~in ~~Inc.’s~~Fiscal ~~(the “Company”) Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) is incorporated herein by reference~~Year.

~~For~~Charter ~~the~~Amendments ~~April~~for redemptions, the lowest price at which any Series D Preferred Stock was converted by a holder thereof into the Company’s common stock, par value $0.01 (“Common Stock”) was approximately $1.04. Accordingly, pursuant to Section 14.02 (Optional Conversion) of the indenture governing the Company’s 7.00% Subordinated Convertible Notes due 2031 (the “Notes”), the conversion price One-for-Three ~~the~~Reverse ~~Notes was further adjusted to approximately $0.57 per share of Common~~ Stock ~~(approximately 43.85 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $1.04.~~Split

~~Results~~ On April 13, 2026, in connection with a one-for-three 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 April 17, 2026, ~~Series~~the DCompany ~~Preferred~~filed ~~Stock~~two ~~Redemptions~~Articles of Amendment to its charter with the State Department of Assessments and Taxation of Maryland that provide for:

~~•The~~i.a ~~31th~~one-for-three ~~monthly~~Reverse ~~“Holder~~Stock ~~Redemption~~Split ~~Date”~~of ~~occurred~~the Common Stock, to be effective at 5:00 p.m. Eastern Time (the “Effective Time”) on April 617, 2026. (the “First Amendment”); and

~~•The~~ii.the ~~Company~~par ~~processed~~value ~~five~~of ~~redemption~~the ~~requests~~Common ~~from~~Stock ~~holders~~to ofbe ~~its~~decreased ~~Series~~from D$0.03 ~~Preferred~~per ~~Stock,~~share ~~collectively~~(as ~~redeeming~~a ~~5,200~~result ~~shares~~ of ~~Series~~the Done-for-three ~~Preferred~~Reverse Stock ~~for~~Split) ato ~~redemption price of approximately~~ $410.2801 per share, ~~($25.00~~to ~~per~~be ~~share~~effective ~~plus~~at ~~the~~5:01 ~~amount~~p.m. ofEastern ~~all~~Time ~~accrued~~on ~~but unpaid dividends to and including the~~ April 617, 2026 ~~Holder Redemption Date)~~ (the “~~Redemption~~Second ~~Price~~Amendment”).

~~•The~~Pursuant ~~Company~~to ~~settled~~the First Amendment, no fractional shares will be issued in connection with the ~~aggregate~~Reverse ~~Redemption~~Stock ~~Price~~Split; ~~through~~rather, stockholders who would have otherwise been issued a fractional share of the ~~issuance~~Common Stock as a result of ~~207,066~~the ~~shares~~Reverse Stock Split will instead receive a cash payment in lieu of ~~its~~such fractional share in an amount equal to the applicable fraction multiplied by the closing price of the Company’s Common Stock on The Nasdaq Capital Market on April 17, 2026 (as adjusted for the Reverse Stock Split), without any interest.

•The ~~volume~~foregoing ~~weighted~~descriptions ~~average~~ of the ~~closing~~amendments ~~sales~~to ~~price,~~the asCompany’s ~~reported~~charter ondo ~~the~~not ~~Nasdaq~~purport ~~Capital~~to ~~Market,~~be ~~per~~complete ~~share~~and are qualified in their entirety by reference to each amendment, copies of ~~Common~~which ~~Stock~~are ~~for~~filed ~~the~~as ~~ten~~Exhibit ~~consecutive~~3.1 ~~trading~~and ~~days~~Exhibit ~~immediately~~3.2, ~~preceding~~respectively, ~~but~~to ~~not~~this ~~including,~~Current ~~the~~Report ~~April~~on 6,Form ~~2026~~8-K ~~Holder~~and ~~Redemption~~are ~~Date~~incorporated ~~was~~herein ~~approximately~~by $1reference.~~04.~~

~~Cumulative~~Effect ~~Series~~of DReverse ~~Preferred~~ Stock ~~Redemption~~Split ~~Information~~on Common Stock

~~•To~~At ~~date~~the market open on April 20, 2026 (the ~~Company~~first ~~has~~business ~~processed~~day ~~407~~after ~~redemption~~the ~~requests~~Effective Time), ~~collectively~~the ~~redeeming~~Common ~~1,782,283~~Stock ~~shares~~will ofbegin ~~Series~~trading Don ~~Preferred~~a ~~Stock~~split-adjusted basis on The Nasdaq Capital Market under a new CUSIP number (963025762).

•The ~~Company~~Reverse ~~has~~Stock ~~issued~~Split ~~approximately~~will ~~600,000~~apply to all of the outstanding shares of ~~its~~Common Stock as of the Effective Time. It therefore will not affect any particular stockholder’s relative ownership percentage of shares of Common Stock, except for de minimis changes resulting from the payment of cash in ~~settlement~~lieu of ~~all~~fractional ~~such~~shares. ~~redemption~~The ~~requests~~Reverse Stock Split will also not affect the relative voting or other rights that accompany the shares of Common Stock, except to the extent that it results from a stockholder receiving cash in lieu of fractional shares. There will be no change to the ~~aggregate~~number of authorized shares of the Common Stock as a result of the Reverse Stock Split.

•As of April 613, 2026, the Company had 1,813,124 shares of Common Stock outstanding and 1anticipates having approximately 604,~~715,095~~374 shares of ~~Series~~Common DStock ~~Preferred~~outstanding post-Reverse Stock ~~outstanding~~Split.

~~May~~The ~~2026~~Company’s ~~Redemptions~~trading symbol will remain unchanged, but the CUSIP number for the Company’s registered Common Stock will be changed to 963025762.

~~•The~~In ~~deadline~~connection ~~for~~with the ~~next~~Reverse ~~monthly~~Stock ~~round~~Split, adjustments will be made to the number of ~~Series~~shares Dof ~~Preferred~~Common Stock ~~redemptions~~issuable isupon ~~April~~conversion ~~27,~~of ~~2026~~the Company’s convertible securities.

~~•The~~Effect ~~next~~of ~~monthly~~Reverse ~~Holder~~Stock ~~Redemption~~Split ~~Date~~on ~~will~~7.00% ~~occur~~Subordinated onConvertible ~~May~~Notes 5,Due ~~2026.~~2031

~~•Required~~As ~~redemption~~a ~~forms~~result of the Reverse Stock Split, pursuant to and ain ~~list~~accordance with Section 14.05(c) of ~~frequently~~that ~~asked~~certain ~~questions~~indenture, ~~can~~dated ~~each~~as beof ~~found~~August on13, 2021, between the Company and Wilmington Savings Fund Society, FSB as trustee, pertaining to the Company’s ~~website~~7.00% atsubordinated ~~https://ir~~convertible notes due 2031 (the “Notes”), the conversion rate of the Notes will be proportionately reduced from approximately 43.~~whlr~~85 shares of Common Stock per each $25.~~us/series-d/series-d-redemption~~00 principal amount of the Notes to approximately 14.62 shares of Common Stock per each $25.00 principal amount of the Notes.

~~Information~~Effect ~~contained on the Company’s website is not incorporated by reference into this Current Report on Form 8-K and should not be considered to be part~~ of ~~this~~Reverse ~~Current~~Stock ~~Report~~Split on ~~Form~~Preferred ~~8-K.~~Stock

As a result of the Reverse Stock Split, the conversion price of the Company’s Series B Convertible Preferred Stock will proportionally increase from $1,209,600,000 per share of Common Stock to $3,628,800,000 per share of Common Stock, and one (1) share of Series B Convertible Preferred Stock will be convertible into approximately 0.00000001 shares of Common Stock.

As a result of the Reverse Stock Split, the conversion price of the Company’s Series D Cumulative Convertible Preferred Stock will proportionally increase from $512,870,400 per share of Common Stock to $1,538,611,200 per share of Common Stock, and one (1) share of Series D Cumulative Convertible Preferred Stock will be convertible into approximately 0.00000002 shares of Common Stock.

Forward-Looking Statements.

This Current Report on Form 8-K includes forward-looking statements. These statements are made under the "“safe harbor"” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as "“will”, ~~"anticipates~~“would”," ~~"possible,"~~and "~~likely,~~anticipates" ~~"plans~~," ~~and “expects”,~~ or the negative of such terms, or other comparable terminology, and include statements about the Reverse Stock Split and the impact, if any, of the Reverse Stock Split on the Company and the trading price of the Common Stock. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Current Report on Form 8-K, and the Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein, or to reflect any change in our expectations with regard thereto or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required by applicable law.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.						Description
3.1						First Amendment (Reverse Stock Split)
3.2						Second Amendment (Par Value Decrease)
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



WHEELER REAL ESTATE INVESTMENT TRUST, INC.

By:						/s/ M. Andrew Franklin
						Name: M. Andrew Franklin
						Title: Chief Executive Officer and President

Dated: April 713, 2026

Filing Compare · Wheeler Real Estate Investment Trust, Inc.