Wheeler Real Estate Investment Trust, Inc.

Wheeler Real Estate Investment Trust issued a total of 1,263,345 shares of common stock in multiple unregistered transactions between July 7 and July 10, 2026. These shares were exchanged for an aggregate of 36,857 shares of Series B Convertible Preferred Stock and 4,285 shares of Series D Cumulative Convertible Preferred Stock held by unaffiliated investors. The company did not receive any cash proceeds from these transactions, and the exchanged preferred shares have been retired and cancelled. The issuance was made in reliance on the exemption from registration requirements under Section 3(a)(9) of the Securities Act.

Wheeler Real Estate Investment Trust issued approximately 2.1 million shares of common stock in multiple unregistered transactions between June 26 and July 6, 2026. These shares were issued to unaffiliated holders in exchange for Series B and Series D Convertible Preferred Stock, and to settle redemptions of Series D Preferred Stock. Consequently, the conversion price for the company's 7.00% Subordinated Convertible Notes due 2031 was adjusted to approximately $0.67 per share, representing a 45% discount.

Wheeler Real Estate Investment Trust, Inc. agreed on June 22, 2026, to issue 86,583 shares of its common stock to an unaffiliated holder. This issuance was in exchange for 16,492 shares of Series B Convertible Preferred Stock and 4,123 shares of Series D Cumulative Convertible Preferred Stock. The company did not receive any cash proceeds, and the exchanged preferred shares have been retired and cancelled. The transaction was conducted under the exemption from registration requirements of Section 3(a)(9) of the Securities Act.

Wheeler Real Estate Investment Trust, Inc. has engaged CBRE’s National Retail Partners to list and market 35 of its 59 properties for sale as a portfolio transaction. The company owns and operates 59 properties, primarily retail shopping centers across multiple states. There is no set timetable for the completion of this contemplated sale, and there is no assurance that the engagement will result in a transaction or that any transaction would be approved or consummated.

Wheeler Real Estate Investment Trust, Inc. has filed a registration statement for the issuance of up to 100,090,365 shares of Common Stock. These shares are intended to be issued upon the redemption of the company's Series D Cumulative Convertible Preferred Stock, a process that has already caused and is expected to continue causing substantial dilution to existing Common Stock holders and a steep decline in its stock price. The company will not receive any proceeds from this issuance. The filing also highlights ongoing risks related to maintaining compliance with Nasdaq listing requirements, following a series of reverse stock splits.

Wheeler Real Estate Investment Trust, Inc. announced a one-for-four reverse stock split of its common stock, effective June 17, 2026. The split will reduce the number of outstanding shares from 2,194,353 to approximately 548,588, with trading on a split-adjusted basis beginning June 18, 2026, under a new CUSIP number. Fractional shares will be paid in cash, and adjustments will be made to the conversion rates of convertible notes and preferred stock.

Wheeler Real Estate Investment Trust, Inc. announced an adjustment to the conversion price of its 7.00% Subordinated Convertible Notes due 2031 to approximately $0.69 per share of Common Stock. The company also processed June 2026 redemptions of 7,700 Series D Preferred Stock shares, settling them with 251,090 shares of Common Stock. However, the company anticipates it may not have enough registered Common Stock to settle July 2026 redemption requests and plans to file a new registration statement, potentially issuing unregistered stock or delaying delivery if not effective.

Wheeler Real Estate Investment Trust, Inc. issued 142,800 shares of its common stock to an existing unaffiliated holder on May 28, 2026. This transaction was an exchange for 2,800 shares of Series D Cumulative Convertible Preferred Stock and 5,600 shares of Series B Convertible Preferred Stock. The company received no cash proceeds, and the exchanged preferred shares have been retired and cancelled.

Wheeler Real Estate Investment Trust, Inc. issued an aggregate of 757,850 shares of its common stock to three unaffiliated holders. This issuance was in exchange for 15,157 shares of Series D Cumulative Convertible Preferred Stock and 30,314 shares of Series B Convertible Preferred Stock. The company did not receive any cash proceeds, and the exchanged preferred shares have been retired and cancelled, simplifying the capital structure.

Wheeler Real Estate Investment Trust, Inc. announced that the interest payment for its 7.00% Subordinated Convertible Notes due 2031, due on June 30, 2026, will be made in the form of Series D Cumulative Convertible Preferred Stock. This decision was made on May 15, 2026, for noteholders of record as of June 1, 2026. Paying interest in stock rather than cash typically indicates a company's strategy to conserve cash.