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Wheeler Real Estate Investment Trust, Inc. logo
WHLR$0.5865-4.02%

Wheeler Real Estate Investment Trust, Inc.

Sector: Real Estate Investment TrustsIndustry: REIT - RetailCountry: USExchange: Nasdaq

Mkt Cap$573.9K
Float & O/S
Inst Own

DilutionScan read 48 of Wheeler Real Estate Investment Trust, Inc.'s SEC filings and found 1 warrant series, 4 convertibles, 4 shelf registrations, 4 S-1 registrations and 30 completed offerings on file for WHLR. The latest dilution event on file is a securities exchange on Oct 21, 2026. Analysis updated Oct 30, 2026.

Signal8 Summary

WHLR

Severe dilution, 7 reverse splits in a year

Business
WeakRevenue down 4.9% YoY, $466M debt vs $61.8M cash
Stock risk
High7 reverse splits in 12 months, overhang 71.8% of shares

Snapshot

Wheeler is a micro-cap grocery-anchored retail REIT with $99.4M in FY 2025 revenue, down 4.9% YoY, but still generating $8.8M in net income and $21.1M in operating cash flow. The balance sheet is the problem: $466.2M of debt against $61.8M in cash.

What's Happening Right Now

  • : Wheeler keeps swapping preferred stock for new common shares with no cash raised: an Oct 13, 2026 note purchase deal allows up to $25 million in notes repaid via daily stock issuance tied to Series D preferred, alongside a string of October exchanges (including with board member Joseph Stilwell's affiliated holders) that cancelled preferred shares while adding new common shares.
  • : Wheeler's Oct 13, 2026 preliminary proxy asks shareholders to approve issuing over 19.9% of common stock to amortize up to $25 million of zero-interest notes, warning this will cause substantial dilution and a steep stock-price decline, and also seeks approval for twelve more monthly reverse splits through 2027 to keep meeting Nasdaq's $1 minimum bid rule after 14 reverse splits since May 2024.
  • : Priced an offering (closing not yet reported in the filings reviewed).
  • : Priced an offering (closing not yet reported in the filings reviewed).
  • : Priced an offering (closing not yet reported in the filings reviewed).
  • : Wheeler executed a 1-for-9 reverse stock split effective Sep 21, 2026, cutting shares outstanding from about 5.1 million to roughly 568,000, the latest in a run of splits aimed at maintaining Nasdaq compliance.
  • : Wheeler and the Stilwell holder group extended their standstill agreement to Dec 7, 2028, keeping Stilwell capped below 50% voting control, in exchange for a new commitment to register Stilwell's 710,466 Series B preferred shares for resale.
  • : Wheeler named Jason F. Simone as Chief Financial Officer effective Aug 10, 2026; the company said there are no new compensation arrangements tied to the promotion.

Raise routes on file: effective shelf + effective S-1 · latest dilution event 13 days ago

Overall Risk
Offering Ability
Overhead Supply
Historical
Cash Need

AI dilution summary

The dominant contractual driver and its mechanism, then each further driver ranked.

Latest dilution event

Oct 21, 2026 · Exchange

How we read filings

Every warrant, convertible, ATM and shelf, cited to the filing

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Share count and cash history

Shares outstanding, potential dilution and cash over time

S-1 · 4

What is this?

Size, shares registered and dates with Pro

S-1 · resale registration

Issued 2026

Effective

Proposed maximum

Shares registered

Filed
Effective
Filing link and full terms

S-1 · primary offering

Issued 2026

Effective

Proposed maximum

Shares registered

Filed
Effective
Filing link and full terms

S-1 · resale registration

Issued 2026

Effective

Proposed maximum

Shares registered

Filed
Effective
Filing link and full terms

S-1 · primary offering

Issued 2025

Superseded

Proposed maximum

Shares registered

Filed
Effective
Filing link and full terms

Warrants · 1

What is this?

Exercise price, shares and dates with Pro

Warrant

Expired

Shares Underlying

Exercise Price

Outstanding
Type
Anti-Dilution
Cashless Exercise
Expiration
Filing link and full terms

Convertibles · 4

What is this?

Principal, conversion terms and dates with Pro

Subordinated Convertible Notes due 2031 (WHLRL)

Outstanding

Principal

Conversion Price

Remaining principal
Shares on conversion
Interest rate
Maturity
Filing link and full terms

Convertible

Not yet issued

Principal

Conversion Price

Remaining principal
Shares on conversion
Interest rate
Maturity
Filing link and full terms

Series B Convertible Preferred Stock

Outstanding

Principal

Conversion Price

Remaining principal
Shares on conversion
Interest rate
Maturity
Filing link and full terms

Series D Cumulative Convertible Preferred Stock

Outstanding

Principal

Conversion Price

Remaining principal
Shares on conversion
Interest rate
Maturity
Filing link and full terms

Shelf · 4

What is this?

Capacity, dates and baby-shelf status with Pro

S-11 shelf registration

Issued 2026

Active

Total capacity

Remaining

Filed
Effective
Expires
Baby shelf
Filing link and full terms

S-11 shelf registration

Issued 2026

Active

Total capacity

Remaining

Filed
Effective
Expires
Baby shelf
Filing link and full terms

S-11 shelf registration

Issued 2026

Active

Total capacity

Remaining

Filed
Effective
Expires
Baby shelf
Filing link and full terms

S-11 shelf registration

Issued 2025

Superseded

Total capacity

Remaining

Filed
Effective
Expires
Baby shelf
Filing link and full terms

Offerings · 30

What is this?

Proceeds, price, shares and agent with Pro

Offering

Gross proceeds

Price per share

Shares issued
Warrant coverage
Placement agent
Filing link and full terms

Offering

Gross proceeds

Price per share

Shares issued
Warrant coverage
Placement agent
Filing link and full terms

Offering

Gross proceeds

Price per share

Shares issued
Warrant coverage
Placement agent
Filing link and full terms

Offering

Gross proceeds

Price per share

Shares issued
Warrant coverage
Placement agent
Filing link and full terms

Offering

Gross proceeds

Price per share

Shares issued
Warrant coverage
Placement agent
Filing link and full terms

Offering

Gross proceeds

Price per share

Shares issued
Warrant coverage
Placement agent
Filing link and full terms

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Exercise prices, conversion terms, shelf headroom and the filing sentence behind every number.

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