Wheeler Real Estate Investment Trust, Inc.: Reverse stock split and share swaps

What happened

• Wheeler Real Estate Investment Trust, Inc. filed a Current Report on Form 8-K on Oct 26, 2026 reporting a one-for-six reverse stock split of its common stock to be effective at 5:00 p.m. Eastern Time on Oct 29, 2026 and a decrease in par value from $0.06 per share to $0.01 per share to be effective at 5:01 p.m. Eastern Time on Oct 29, 2026.
• The filing also reported share exchanges: the company agreed to issue an aggregate amount of 1,198,800 shares of common stock to an unaffiliated holder (the October 21 Investor) in exchange for 39,300 shares of Series B preferred stock and 200 shares of Series D cumulative convertible preferred stock; and the company issued an aggregate amount of 50,000 shares of Series D preferred stock on Oct 19, 2026 and Oct 26, 2026 in consideration for 75,000 shares of 6.50% Series C cumulative redeemable preferred stock of its subsidiary Cedar Realty Trust, Inc.

Key details

• Reverse stock split: one-for-six effective Oct 29, 2026 at 5:00 p.m. Eastern Time; par value decrease to $0.01 effective Oct 29, 2026 at 5:01 p.m. Eastern Time.
• Outstanding common stock: 5,872,051 shares outstanding as of Oct 26, 2026 and approximately 978,675 shares expected outstanding post-reverse split.
• Exchanges with October 21 Investor: 1,198,800 shares of common issued in four transactions for 39,300 shares of Series B preferred and 200 shares of Series D preferred; no cash proceeds; exchanged preferred shares were retired and cancelled; issuance relied on Section 3(a)(9) of the Securities Act.
• Series D issuance and Cedar exchange: 50,000 shares of Series D preferred issued to unaffiliated investors in exchange for 75,000 shares of Cedar Series C preferred (1 share of Series D for 1.5 shares of Cedar Series C); acquired Cedar shares were contributed to Cedar and retired; issuance relied on Section 4(a)(2) of the Securities Act.
• Conversion adjustments: the conversion rate for the company’s 7.00% subordinated convertible notes due 2031 will be reduced from approximately 9.17 shares of common per $25.00 principal amount to approximately 1.53 shares per $25.00 principal amount; Series B and Series D preferred conversion prices increase proportionately (Series B to $15,676,416,000,000 per share of common, Series D to $6,646,800,384,000 per share of common), producing extremely small fractional common share conversions as described in the filing.

Why it may matter

• The filing reports Item 3.02 (unregistered sales of equity securities) for the preferred-for-common exchanges and Item 5.03 (amendments to articles of incorporation) for the reverse stock split and par value decrease, and it discloses related adjustments to convertible securities.
• This filing does not show why the insider traded or why the company acted.