Wheeler REIT Announces 1-for-5 Reverse Stock Split, Charter Amendments

What Happened

• Wheeler Real Estate Investment Trust, Inc. filed an 8-K on July 22, 2026 reporting two charter amendments to implement a one-for-five reverse stock split of its common stock effective July 27, 2026 (5:00 p.m. ET) and a reduction in the post-split par value to $0.01 per share effective one minute later (5:01 p.m. ET). The reverse split will be reflected in trading on The Nasdaq Capital Market at the open on July 28, 2026 under the same ticker but a new CUSIP (963025747). The company filed the actual amendment texts as Exhibits 3.1 and 3.2 to the 8-K.

Key Details

• Reverse split ratio: 1-for-5, Effective Time: July 27, 2026 at 5:00 p.m. ET.
• Shares outstanding: 4,646,083 pre-split → approximately 929,217 expected post-split.
• No fractional shares will be issued; holders entitled to fractional shares will receive cash in lieu equal to the applicable fraction multiplied by the closing price on Nasdaq on July 27, 2026 (as adjusted for the split), with no interest.
• Convertible securities adjusted: 7.00% subordinated convertible notes (due 2031) conversion rate reduced from ~37.33 to ~7.47 shares per $25 principal; Series B and Series D preferred stock conversion prices and resulting conversion ratios increased dramatically (yielding extremely small fractional common share equivalents).

Why It Matters

• The reverse split reduces the number of outstanding shares and increases the per‑share basis (shares will trade on a split‑adjusted basis starting July 28). It does not change any stockholder’s proportional ownership except for small differences caused by cash payments for fractional shares, nor does it change voting rights or the number of authorized common shares.
• Investors holding convertible notes or preferred stock should note the adjusted conversion rates; those changes will affect how many common shares are issuable on conversion.
• The company’s 8-K also contains forward‑looking statements about the split and its effects; shareholders should review the filed charter amendments and monitor trading on July 28 for the new CUSIP and split-adjusted quotes.