{"url_path":"/sec/whlr/8-k/2026-07-22/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-22","source_url":"https://www.sec.gov/Archives/edgar/data/1527541/0001527541-26-000231-index.html","accession_number":"0001527541-26-000231","cik":"0001527541","ticker":"WHLR","issuer_name":"Wheeler Real Estate Investment Trust, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1527541/0001527541-26-000231-index.html","primary_entity_key":"0001527541","primary_entity_name":"Wheeler Real Estate Investment Trust, Inc."},"word_count":958,"has_tables":true,"body_markdown":"Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.\n\nCharter Amendments for One-for-Five Reverse Stock Split\n\nOn July 22, 2026, in connection with a one-for-five reverse stock split (the “Reverse Stock Split”) of the common stock, $0.01 par value per share (the \"Common Stock\"), of Wheeler Real Estate Investment Trust, Inc. (the \"Company\"), to be effective on July 27, 2026, the Company filed two Articles of Amendment to its charter with the State Department of Assessments and Taxation of Maryland that provide for:\n\ni.a one-for-five Reverse Stock Split of the Common Stock, to be effective at 5:00 p.m. Eastern Time (the “Effective Time”) on July 27, 2026 (the “First Amendment”); and\n\nii.the par value of the Common Stock to be decreased from $0.05 per share (as a result of the one-for-five Reverse Stock Split) to $0.01 per share, to be effective at 5:01 p.m. Eastern Time on July 27, 2026 (the “Second Amendment”).\n\nPursuant to the First Amendment, no fractional shares will be issued in connection with the Reverse Stock Split; rather, stockholders who would have otherwise been issued a fractional share of the Common Stock as a result of the Reverse Stock Split will instead receive a cash payment in lieu of such fractional share in an amount equal to the applicable fraction multiplied by the closing price of the Company’s Common Stock on The Nasdaq Capital Market on July 27, 2026 (as adjusted for the Reverse Stock Split), without any interest.\n\nThe foregoing descriptions of the amendments to the Company’s charter do not purport to be complete and are qualified in their entirety by reference to each amendment, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.\n\nEffect of Reverse Stock Split on Common Stock\n\nAt the market open on July 28, 2026 (the first business day after the Effective Time), the Common Stock will begin trading on a split-adjusted basis on The Nasdaq Capital Market under a new CUSIP number (963025747).\n\nThe Reverse Stock Split will apply to all of the outstanding shares of Common Stock as of the Effective Time. It therefore will not affect any particular stockholder’s relative ownership percentage of shares of Common Stock, except for de minimis changes resulting from the payment of cash in lieu of fractional shares. The Reverse Stock Split will also not affect the relative voting or other rights that accompany the shares of Common Stock, except to the extent that it results from a stockholder receiving cash in lieu of fractional shares. There will be no change to the number of authorized shares of the Common Stock as a result of the Reverse Stock Split.\n\nAs of July 22, 2026 the Company had 4,646,083 shares of Common Stock outstanding and anticipates having approximately 929,217 shares of Common Stock outstanding post-Reverse Stock Split.\n\nThe Company’s trading symbol will remain unchanged, but the CUSIP number for the Company’s registered Common Stock will be changed to 963025747.\n\nIn connection with the Reverse Stock Split, adjustments will be made to the number of shares of Common Stock issuable upon conversion of the Company’s convertible securities.\n\nEffect of Reverse Stock Split on 7.00% Subordinated Convertible Notes Due 2031\n\nAs a result of the Reverse Stock Split, pursuant to and in accordance with Section 14.05(c) of that certain indenture, dated as of August 13, 2021, between the Company and Wilmington Savings Fund Society, FSB as trustee, pertaining to the Company’s 7.00% subordinated convertible notes due 2031 (the “Notes”), the conversion rate of the Notes will be proportionately reduced from approximately 37.33 shares of Common Stock per each $25.00 principal amount of the Notes to approximately 7.47 shares of Common Stock per each $25.00 principal amount of the Notes.\n\nEffect of Reverse Stock Split on Preferred Stock\n\nAs a result of the Reverse Stock Split, the conversion price of the Company’s Series B Convertible Preferred Stock will proportionally increase from $14,515,200,000 per share of Common Stock to $72,576,000,000 per share of Common Stock, and one (1) share of Series B Convertible Preferred Stock will be convertible into approximately 0.0000000003 shares of Common Stock.\n\nAs a result of the Reverse Stock Split, the conversion price of the Company’s Series D Cumulative Convertible Preferred Stock will proportionally increase from $6,154,444,800 per share of Common Stock to $30,772,224,000 per share of Common Stock, and one (1) share of Series D Cumulative Convertible Preferred Stock will be convertible into approximately 0.000000001 shares of Common Stock.\n\n    Forward-Looking Statements.\n\nThis Current Report on Form 8-K includes forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “will”, “would”, and \"anticipates\", or the negative of such terms, or other comparable terminology, and include statements about the Reverse Stock Split and the impact, if any, of the Reverse Stock Split on the Company and the trading price of the Common Stock. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Current Report on Form 8-K, and the Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein, or to reflect any change in our expectations with regard thereto or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required by applicable law."}