Wheeler Real Estate Investment Trust, Inc.

Wheeler Real Estate Investment Trust, Inc. completed two unregistered exchanges of preferred stock for common stock. On August 5, 2026, the company issued 100,100 common shares for 2,800 Series B and 700 Series D preferred shares. A second transaction on August 7, 2026, involved issuing 77,500 common shares for 2,000 Series B and 500 Series D preferred shares. The company received no cash proceeds, and the exchanged preferred shares were retired and cancelled, simplifying its capital structure.

Wheeler Real Estate Investment Trust, Inc. announced an adjustment to the conversion price of its 7.00% Subordinated Convertible Notes due 2031 to approximately $0.40 per share of Common Stock. This adjustment, a 45% discount, was triggered by the August redemptions of Series D Cumulative Convertible Preferred Stock. In August 2026, the company processed seven redemption requests, redeeming 7,100 Series D shares at approximately $41.29 per share, settling the aggregate redemption price by issuing 403,236 shares of Common Stock.

Wheeler Real Estate Investment Trust, Inc. reported its second quarter 2026 financial and operating results, with net income attributable to common stockholders of $7.1 million and basic EPS of $102.49. FFO available to common stockholders reached $8.7 million. While total revenue decreased by 13.9% and Same-Property NOI declined by 6.9%, the company achieved significant improvements in occupancy and leased rates, reaching 93.2% and 93.8% respectively. Strategic asset sales totaling $15.8 million contributed to a reduction in total debt to $471.7 million, strengthening the balance sheet.

Wheeler Real Estate Investment Trust reported a net income of $9.75 million for Q2 2026, a significant improvement from a $1.0 million net loss in Q2 2025, with diluted EPS reaching $0.24. For the six months, net income attributable to common shareholders improved to $1.88 million from a $11.90 million loss. The company continued to execute property sales, generating gains, but also recorded a $1.6 million impairment charge. Multiple reverse stock splits were effected throughout 2025 and 2026, impacting share count and per-share metrics.

Wheeler Real Estate Investment Trust, Inc. issued a total of 1,002,374 shares of its common stock between July 29 and August 4, 2026. These shares were exchanged with unaffiliated holders for 52,643 shares of Series B Convertible Preferred Stock and 4,696 shares of Series D Cumulative Convertible Preferred Stock. The company received no cash proceeds from these transactions, and the preferred shares exchanged have been retired and cancelled, with the common stock issued under an exemption from registration.

Wheeler Real Estate Investment Trust, Inc. announced a one-for-five reverse stock split of its common stock, effective July 27, 2026. Stockholders will receive cash in lieu of fractional shares. The common stock will begin trading on a split-adjusted basis on July 28, 2026, under a new CUSIP number. The split will reduce outstanding shares from approximately 4.65 million to 0.93 million and will proportionally adjust the conversion rates and prices of the company's convertible notes and preferred stock.

Wheeler Real Estate Investment Trust, Inc. announced it issued 352,000 shares of its common stock to an unaffiliated holder. This exchange was for 6,400 shares of Series B Convertible Preferred Stock and 1,600 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.

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.