Wheeler Real Estate Investment Trust, Inc. 8-K

What Happened
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed an 8-K on June 12, 2026 reporting charter amendments that implement a one-for-four reverse stock split of its common stock, effective at 5:00 p.m. ET on June 17, 2026. The company also filed a second amendment to reduce the common stock par value from $0.04 (post-split) to $0.01, effective at 5:01 p.m. ET on June 17, 2026. Trading will be split-adjusted at market open on June 18, 2026 under the same ticker but a new CUSIP (963025754).

Key Details

• Reverse split ratio: 1-for-4, Effective Time: 5:00 p.m. ET on June 17, 2026; par value change effective 5:01 p.m. ET on June 17, 2026.
• Shares outstanding: 2,194,353 pre-split; expected ~548,588 post-split.
• Fractional shares: no fractional shares issued; holders will receive cash in lieu equal to the fraction times the closing price on Nasdaq on June 17, 2026 (adjusted for the split), with no interest.
• Convertible securities adjusted: 7.00% subordinated convertible notes conversion falls from ~36.09 to ~9.02 shares per $25 principal; Series B preferred conversion price rises from $3,628,800,000 to $14,515,200,000 per common share (one Series B ≈ 0.000000002 common shares); Series D conversion price rises from $1,538,611,200 to $6,154,444,800 (one Series D ≈ 0.000000004 common shares).

Why It Matters
The reverse split reduces the number of outstanding common shares and will proportionally increase the per-share trading price (split-adjusted) while leaving each shareholder’s percentage ownership largely unchanged except for cash-outs of fractional shares. Important impacts for investors include adjusted conversion rates for the company’s convertible notes and preferred stock (dramatically reducing the common shares received on conversion), potential effects on liquidity and per-share metrics, and the cash-in-lieu process for fractions. The filing also notes the company’s disclosure of forward-looking statements regarding the split.