Wheeler REIT Announces One‑for‑Four Reverse Stock Split

What Happened
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed an 8‑K on Aug 21, 2026 reporting two charter amendments to effect a one‑for‑four reverse stock split of its common stock, effective 5:00 p.m. Eastern Time on Aug 26, 2026, and a decrease in the post‑split par value from $0.04 to $0.01 effective 5:01 p.m. on Aug 26, 2026. The Company had 3,088,204 shares outstanding as of Aug 21, 2026 and expects approximately 772,051 shares outstanding after the Reverse Stock Split. Common shares will trade on a split‑adjusted basis at the market open on Aug 27, 2026 under the same trading symbol but a new CUSIP (963025739). No fractional shares will be issued; holders entitled to fractional shares will receive cash in lieu based on the closing price on Nasdaq on Aug 26, 2026 (adjusted for the split), without interest.

Key Details

• Reverse split ratio: 1‑for‑4, effective 5:00 p.m. ET on Aug 26, 2026.
• Outstanding shares: 3,088,204 pre‑split → ~772,051 post‑split (anticipated).
• Fractional shares: paid in cash equal to fraction × closing price on Nasdaq on Aug 26, 2026 (no interest).
• Convertible securities adjusted: 7.00% subordinated convertible notes due 2031 conversion rate reduced from ~62.52 to ~15.63 shares per $25 principal; Series B and Series D preferred conversion prices increase proportionally (Series B: $72,576,000,000 → $290,304,000,000 per share; Series D: $30,772,224,000 → $123,088,896,000 per share), producing negligible common shares upon conversion.

Why It Matters
The reverse split reduces the number of outstanding common shares and changes per‑share metrics (share count, per‑share calculations) but does not alter any shareholder’s percentage ownership except for minor differences from cash in lieu of fractional shares. Convertible securities will convert into far fewer common shares post‑split because their conversion rates/prices are adjusted proportionally—this materially reduces potential dilution from those instruments. Investors should note the new CUSIP (963025739), expect split‑adjusted trading beginning Aug 27, 2026, and review any holdings or option positions for ratio and pricing changes.