Wheeler Real Estate Investment Trust, Inc. 8-K

What Happened
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed an 8-K on April 13, 2026 announcing two charter amendments implementing a one-for-three reverse stock split of its common stock, effective April 17, 2026 (5:00 p.m. ET) and a decrease in the common stock par value to $0.01 per share effective 5:01 p.m. ET on April 17, 2026. The company said the Common Stock will trade on a split-adjusted basis beginning at market open on April 20, 2026; the trading symbol will remain the same and the new CUSIP will be 963025762.

Key Details

• Reverse split ratio: 1-for-3, effective April 17, 2026 at 5:00 p.m. ET. No fractional shares will be issued; fractional interests will be paid in cash equal to the applicable fraction multiplied by the Nasdaq closing price on April 17, 2026 (as adjusted), with no interest.
• Shares outstanding: 1,813,124 shares outstanding as of April 13, 2026; expected to be ~604,374 shares outstanding after the reverse split.
• Par value change: charter amended to set common stock par value at $0.01 per share, effective 5:01 p.m. ET on April 17, 2026.
• Impact on convertibles/preferred: conversion rates/prices adjusted proportionally — Notes conversion rate reduced from ~43.85 to ~14.62 shares per $25 principal; Series B preferred conversion price increased from $1,209,600,000 to $3,628,800,000 per share of Common (one Series B share ≈ 0.00000001 Common share); Series D conversion price increased from $512,870,400 to $1,538,611,200 (one Series D ≈ 0.00000002 Common share).

Why It Matters
The reverse split reduces the number of outstanding common shares and adjusts conversion terms of the company’s convertible securities and preferred stock proportionally. It does not change any stockholder’s relative ownership percentage (aside from cash-in-lieu for fractional shares) or the number of authorized shares. Investors should note the reduced share count, the new CUSIP (963025762), and the adjusted conversion economics for debt and preferred holders when evaluating ownership percentages, potential dilution, and per-share metrics after the split.