Wheeler Real Estate Investment Trust, Inc. - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Wheeler Real Estate Investment Trust, Inc. (WHLR) on September 17, 2026. The filing details a material modification to the rights of security holders involving a one-for-nine reverse stock split of the Company's Common Stock, effective September 21, 2026.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The only quantitative data provided relates to share counts:
- Pre-Split Outstanding Shares: 5,113,901 shares of Common Stock (as of September 17, 2026).
- Anticipated Post-Split Outstanding Shares: Approximately 568,211 shares.
- Par Value Adjustment: Decreased from $0.09 to $0.01 per share.
Material Changes
The primary material change is the implementation of a one-for-nine reverse stock split. Key operational changes include:
- Effective Date: September 21, 2026, at 5:00 p.m. Eastern Time.
- Trading Adjustments: Common Stock will trade on a split-adjusted basis starting September 22, 2026, under a new CUSIP number (963025721). The trading symbol (WHLR) remains unchanged.
- Fractional Shares: No fractional shares will be issued; holders will receive cash in lieu of fractional shares based on the closing price on September 21, 2026.
- Convertible Securities Adjustment:
- 7.00% Subordinated Convertible Notes due 2031: Conversion rate reduced from approx. 46.43 shares to 5.16 shares per $25.00 principal amount.
- Series B Preferred Stock: Conversion price increased to $2,612,736,000,000 per share of Common Stock.
- Series D Preferred Stock: Conversion price increased to $1,107,800,064,000 per share of Common Stock.
Guidance, Outlook, and Risks
The filing contains forward-looking statements regarding the impact of the reverse stock split on the Company and the trading price of the Common Stock. Management disclaims any obligation to update these statements. The filing notes that actual results may differ materially due to risks and uncertainties. No specific financial guidance or outlook for future periods is provided in this document.
Investor Verification Checklist
- Verify the new CUSIP number (963025721) for Common Stock trading beginning September 22, 2026.
- Confirm the cash payment amount for fractional shares based on the September 21, 2026 closing price.
- Review the adjusted conversion rates for the 7.00% Subordinated Convertible Notes due 2031.
- Check the updated conversion prices for Series B and Series D Preferred Stock.
- Confirm that the trading symbol remains WHLR on the Nasdaq Capital Market.